File No. 70-8879
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
TO
FORM U-1
APPLICATION-DECLARATION WITH RESPECT TO
THE FORMATION OF A JOINT VENTURE
UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
EUA COGENEX CORPORATION
EUA COGENEX-CANADA, INC.
P.O. Box 2333, BOSTON, MASSACHUSETTS 02107
(Name of companies filing this statement
and address of principal executive offices)
EASTERN UTILITIES ASSOCIATES
(Name of top registered holding company parents of
applicants or declarants)
CLIFFORD J. HEBERT, JR., TREASURER
EASTERN UTILITIES ASSOCIATES
P.O. Box 2333, BOSTON, MASSACHUSETTS 02107
(Name and address of agents for service)
The Commission is requested to mail signed copies
of all orders, notices and communications to:
ARTHUR I. ANDERSON, P.C.
McDermott, Will & Emery
75 State Street
Boston, MA 02109
ITEM 1. DESCRIPTION OF THE PROPOSED TRANSACTION.
Paragraph V of Item 1 of the Application-Declaration is hereby amended
and restated as follows:
V. The Applicants hereby requests authorization to the extent required
under the Act (i) for Cogenex-Canada to form Newco as a new wholly-owned
Canadian subsidiary; (ii) for Cogenex-Canada to purchase stock from, and
make capital contributions, loans and open account advances to, Newco
("Investments"); (iii) if it becomes necessary in order to obtain third-
party loans or to obtain more favorable terms from third parties, for the
Applicants to guarantee the obligations of Newco or the JV ESCO; and (iv)
for Newco to enter into the general partnership agreement that will govern
the JV ESCO and for Newco thereafter to make Investments in the JV ESCO
upon such terms as it deems commercially reasonable. The aggregate amount
of any Investments in the JV ESCO together with the obligations guaranteed
for the benefit of the JV ESCO will not exceed $15,000,000. The capital
contributions by Cogenex-Canada and Newco will be exempt from the
requirement of Commission authorization pursuant to Rule 45(b)(4), and any
amount borrowed by the JV ESCO from third party lenders will be through
loans exempt from the requirement of Commission authorization by Rule
52(b). The Applicants request that any goods or services furnished by
Cogenex-Canada or any of its associate companies (other than an associate
company which is a public utility company) to the JV ESCO be furnished at
prices which shall not exceed (i) cost to the extent that such services are
pass-through services from EUA Service Corporation, and (ii) market prices
to the extent such goods and services originate from the associate
companies, pursuant to an exception from the requirements of 13(b) and
Rules 90 and 91 thereunder as the JV ESCO derives its income from sources
outside of the United States (namely Canada). The types of goods and
services which Cogenex-Canada and its associate companies would provide to
the JV ESCO would include marketing, accounting and engineering services
and products used in energy conservation projects. With respect to this
Application-Declaration, "associate companies" means EUA Cogenex
Corporation and its divisions and subsidiaries. It is not contemplated
that EUA Service Corporation would provide any direct services; however, if
it does, any such services would be provided at cost. The JV ESCO will not
be providing goods or services to Cogenex-Canada or its associate companies.
SIGNATURE
Pursuant to the requirements of the Public Utility Holding Company Act
of 1935, the undersigned Applicants have duly caused this statement to be
signed on their behalf by the undersigned duly authorized individuals.
EUA COGENEX CORPORATION
EUA COGENEX-CANADA, INC.
By: /s/ Edward T. Liston
Edward T. Liston
Their President
Dated August 21, 1996
