File No. 70-8473
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 3
TO
FORM U-1
APPLICATION-DECLARATION WITH RESPECT TO
THE ACQUISITION OF CERTAIN ASSETS OF
AN ENERGY SERVICES BUSINESS
UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
EUA COGENEX CORPORATION
P.O. Box 2333, BOSTON, MASSACHUSETTS 02107
(Name of company filing this statement
and address of principal executive office)
EASTERN UTILITIES ASSOCIATES
(Name of top registered holding company parent of
applicant or declarant)
CLIFFORD J. HEBERT, JR., TREASURER
EASTERN UTILITIES ASSOCIATES
P.O. Box 2333, BOSTON, MASSACHUSETTS 02107
(Name and address of agent for service)
The Commission is requested to mail signed copies
of all orders, notices and communications to:
ARTHUR I. ANDERSON, ESQ.
McDermott, Will & Emery
75 State Street
Boston, MA 02109
ITEM 2. FEES, COMMISSIONS AND EXPENSES.
The estimated fees, commissions and expenses to be paid or incurred
directly or indirectly in connection with the proposed transaction are as
follows:
Securities and Exchange Commission Fee $ 2,000*
EUA Service Corporation Expenses 5,000
Fees and Expenses of Company Counsel 65,000
TOTAL $ 72,000
(*actual)
ITEM 6. EXHIBITS AND FINANCIAL STATEMENTS (*Filed herewith)
Item 6 is hereby amended and restated in its entirety as follows:
(a) Exhibits.
Exhibit A-1 Form of Articles of Organization for CCS.
Exhibit A-2 Form of By-laws of CCS.
Exhibit B-1 Memorandum of Understanding dated September
2, 1994, as amended by Amendment No. 1 dated
October 4, 1994, between EUA Cogenex
Corporation and Citizens Conservation
Corporation.
Exhibit B-2 Definitive Agreement among Cogenex, CCS and
CCC.
Exhibit B-3 Service contract between CCS and CCC (filed
with Exhibit B-2).
*Exhibit F Opinion of counsel.
Exhibit G Proposed Form of Notice.
(b) Financial Statements (filed pursuant to a confidential treatment
request).
Exhibit b-1 EUA Cogenex Consolidated Proforma Income
Statements, Balance Sheets and Statements of
Capitalization.
Exhibit b-2 EUA Consolidated Proforma Balance Sheets,
Statements of Capitalization and Income
Statements.
SIGNATURE
Pursuant to the requirements of the Public Utility Holding Company Act
of 1935, the undersigned applicant has duly caused this statement to be
signed on its behalf by the undersigned duly authorized individual.
EUA COGENEX CORPORATION
By: /s/ Basil G. Pallone
Basil G. Pallone
Vice President
Dated: February 22, 1995
February 22, 1995
Securities and Exchange Commission
Washington, D.C. 20549
Re:File No. 70-8473: EUA Cogenex Corporation--
Acquisition of Certain Assets of an Energy
Services Business
Ladies and Gentlemen:
As counsel for EUA Cogenex Corporation ("EUA Cogenex"), a
wholly-owned subsidiary of Eastern Utilities Associates ("EUA"),
we are furnishing this opinion to be used in connection with the
application-declaration on Form U-1 under the Public Utility
Holding Company Act of 1935 filed on behalf of EUA Cogenex with
the Securities and Exchange Commission (the "Commission") dated
September 30, 1994, File No. 70-8473, as amended (the
"Application-Declaration"), concerning the acquisition of certain
assets of Citizens Conservation Corporation ("CCC") by EUA
Citizens Conservation Services, Inc. ("CCS"), which will be a
subsidiary of EUA Cogenex at the time of such acquisition, and
the issuance by CCS of 7,500 shares of its Class A Preferred
Stock to CCC in consideration of said assets.
It is our opinion, subject to the additional assumptions,
exceptions and qualifications hereinafter stated, that in the
event that the proposed transactions are consummated in
accordance with the Application-Declaration:
All State laws applicable to the proposed transactions
will have been complied with.
CCS, the issuer of the Class A Preferred Stock, is a
validly organized and duly existing corporation under the laws of
The Commonwealth of Massachusetts and the Class A Preferred Stock
will be validly issued, fully paid and non-assessable, and the
holders thereof will be entitled to the rights and privileges
appertaining thereto set forth in the Articles of Organization of
CCS, which is the document defining such rights and privileges.
CCS will legally acquire the assets of CCC set forth in
Exhibit B-2 to the Application Declaration.
The consummation of the proposed transactions will not
violate the legal rights of the holders of any of the securities
issued by CCS or EUA Cogenex or by EUA, Eastern Edison Company
("Eastern Edison"), Blackstone Valley Electric Company
("Blackstone"), Newport Electric Corporation ("Newport"), Montaup
Electric Company ("Montaup"), EUA Service Corporation ("EUA
Service"), EUA Energy Investment Corporation ("EUA Energy"), EUA
Ocean State Corporation ("EUA Ocean State"), Ocean State Power
("OSP I"), Ocean State Power II ("OSP II"), OSP Finance Company
("OSP Finance"), Northeast Energy Management, Inc. ("NEM"), EUA
TransCapacity, Inc. ("EUA TransCapacity") and EUA Cogenex Canada
Corporation ("Cogenex Canada"), all associate companies of EUA
Cogenex.
This opinion in addition to being subject to the
consummation of the proposed transactions in accordance with the
application-declaration is also subject to the following
additional assumptions, exceptions and qualifications:
that the Class A Preferred Stock will be duly
authorized, executed and delivered;
compliance with such order or orders as the Commission
may issue from time to time upon the Application-Declaration;
the accuracy of information furnished to us (a) as to
the outstanding securities of CCS, EUA Cogenex, EUA, Eastern
Edison, Blackstone, Newport, Montaup, EUA Service, EUA Cogenex,
EUA Energy, EUA Ocean State, OSP I, OSP II, OSP Finance, NEM, EUA
TransCapacity and Cogenex Canada and (b) that there is no
provision or condition in any note or other document in
connection with outstanding short-term borrowings of any of those
companies limiting the transactions which are the subject of the
Application-Declaration;
that requirements of applicable state securities or
"blue sky" laws will have been complied with;
that the enforceability of the proposed transactions
may be subject to and affected by applicable bankruptcy,
receivership, insolvency, reorganization, moratorium, fraudulent
conveyance or other laws affecting the enforcement of the rights
and remedies of creditors generally (including, without
limitation, such as may deny giving effect to waivers of rights
to debtors or guarantors); and such duties and standards as are
or may be imposed on creditors, including, without limitation,
good faith, reasonableness and fair dealing under any applicable
statute, rule, regulation or judicial decision; and
that the enforceability of the proposed transactions
may be subject to and affected by general principles of equity
(regardless of whether such enforceability is considered in a
proceeding in equity or at law) and the exercise of equitable
powers by a court of competent jurisdiction (and no opinion is
given herein as to specific performance or as to the availability
of other equitable remedies or equitable relief of any kind).
This opinion relates only to the federal law of the United
States and the laws of The Commonwealth of Massachusetts and we
express no opinion with respect to any other jurisdiction. To
the extent that certain matters addressed may involve the laws of
other states, we have assumed that such laws are not materially
different from the laws of The Commonwealth of Massachusetts.
We consent to the use of this opinion in connection with the
Application-Declaration filed with the Commission.
Very truly yours,
McDERMOTT, WILL & EMERY
EXHIBIT B-1, PREVIOUSLY FILED WITH CONFIDENTIAL TREATMENT REQUESTED
EXHIBIT B-2, PREVIOUSLY FILED WITH CONFIDENTIAL TREATMENT REQUESTED
