File No. 70-8831
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT 2 TO
APPLICATION/DECLARATION
ON FORM U-1
under
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
(The "Act")
HEC INC. HEC ENERGY CONSULTING CANADA INC.
24 Prime Parkway 285 Yorkland Blvd
Natick, MA 01760 Willowdale, Ontario
M2J 1S5
HEC INTERNATIONAL
CORPORATION
24 Prime Parkway
Natick, MA 01760
(Name of company filing this statement and address of
principal executive office)
NORTHEAST UTILITIES
(Name of top registered holding company)
Jeffrey C. Miller
Assistant General Counsel
Northeast Utilities Service Company
P.O. Box 270
Hartford, CT 06141-0270
(Name and address of agent for service)
The Commission is requested to mail signed copies of all orders, notices and
communications to:
Jeffery D. Cochran, Counsel
Northeast Utilities Service Company
P.O. Box 270
Hartford, CT 06141-0270
The Application/Declaration in File 70-8831 is hereby amended as follows:
ITEM 6. of the Application/Declaration is amended to read as follows:
ITEM 6. EXHIBITS AND FINANCIAL STATEMENTS
A. Exhibits
Exhibit F-1 - Opinion of Counsel (filed herewith)
Exhibit G - Form of Notice (submitted with Amendment 1 in
this file)
B. Financial Statements
1.1 Balance Sheet - HEC, as of March 31, 1996 actual
(filed herewith).
1.2 Statement of Income - HEC, as of March 31, 1996 actual
(filed herewith).
SIGNATURE
Pursuant to the requirements of the Public Utility Holding Company Act
of 1935, the undersigned companies have duly caused this amendment to their
application/declaration to be signed on their behalf by the undersigned
thereunto duly authorized.
HEC INC.
HEC ENERGY CONSULTING CANADA INC.
HEC INTERNATIONAL CORPORATION
By /s/Jeffery D. Cochran
Jeffery D. Cochran
Their Attorney
Dated: July 19, 1996
Exhibit F-1
July 19, 1996
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 10549
Ladies and Gentlemen:
As Counsel at Northeast Utilities' (NU) subsidiary, Northeast Utilities
Service Company (NUSCO), I have acted as counsel to NU's subsidiary HEC Inc.
(HEC), and HEC's subsidiaries HEC Energy Consulting Canada (HEC Canada) and
HEC International Corporation (HEC International), with respect to the
Application/Declaration, as heretofore amended, (the Application) on Form U-1
filed with the Securities and Exchange Commission in File No. 70-8831,
seeking authorization for HEC and its subsidiaries to provide additional
forms of energy services and to form joint ventures with utilities outside
New England and New York for the purposes of joining forces with these
utilities to provide energy services as previously authorized and as
described in the Application. I am furnishing this opinion to you in
connection with the Application.
As counsel to HEC, HEC Canada and HEC International, I am generally
familiar with the nature and character of the businesses of such companies.
I am a member of the bar of Connecticut. I am not a member of the bar of the
Commonwealth of Massachusetts, the Commonwealth in which HEC and HEC
International are incorporated, nor am I qualified to practice law in the
Province of Ontario, Canada, the Province in which HEC Canada is organized.
I do not hold myself out as an expert in the law of such Commonwealth or
Province, although I have made a study of the laws of such Commonwealth and
have consulted with other counsel to NUSCO and to HEC who are expert in such
laws. For purposes of this opinion, I have relied on advice from counsel
employed by NUSCO and counsel retained by HEC Canada who are members of the
bar of the Commonwealth of Massachusetts and of the Province of Ontario,
Canada, respectively.
In connection with this opinion, I have examined or caused to be
examined the Commission's orders dated July 27, 1990 (HCA Rel. No.
35-25114-A), September 30, 1993 (HCA Rel. No. 35-25900), August 19, 1994 (HCA
Rel. No. 35-26108) and July 19, 1995 (HCA Rel. No. 35-26335), the Application
and the various exhibits thereto, the minutes of various meetings of the
Boards of Directors of HEC and its subsidiaries, the laws of the Commonwealth
of Massachusetts, the certificates of incorporation and by-laws of HEC and
its subsidiaries and such other documents as I deem necessary for the purpose
of this opinion. I assume that the Boards of Directors of HEC and its
subsidiaries and the officials and other representatives of HEC and its
subsidiaries will take all further corporate actions and all administrative
steps necessary to authorize and implement certain of the transactions
contemplated by the Application. I have also assumed that HEC and its
subsidiaries will act in conformity with any and all state or provincial
laws, including licensing, franchise and consumer protection laws as may be
applicable to them as a result of performing additional energy services
described in the Application. This opinion is subject to the Securities and
Exchange Commission issuing an order under the Public Utility Holding Company
Act of 1935 as requested in the Application, and the assumption that all
actions taken thereafter will be in conformity with such order.
Based on the foregoing, I am of the opinion that:
A. All state laws applicable to the transactions described in the
Application have been complied with;
B. HEC, HEC Canada and HEC International are validly organized and
duly existing;
C. When issued and sold as described in the Application, any equity
security of joint venture subsidiaries of HEC or its subsidiaries
("Joint Venture Subsidiaries"), issued and sold in accordance with
the Commission's authorization of the transactions contemplated by
the Application 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 joint
venture documents defining such rights and privileges;
D. When acquired as described in the Application, HEC or its
subsidiaries will legally acquire any equity security of Joint
Venture Subsidiaries issued and sold in accordance with the
Commission's authorization of transactions contemplated by the
Application;
E. When issued as described in the Application, any evidence of
indebtedness issued by Joint Venture Subsidiaries to HEC or its
subsidiaries will be valid and binding obligations of the Joint
Venture subsidiary, in accordance with their terms, subject to laws
of general application with respect to rights and remedies of
creditors and subject to equitable principles and;
F. The consummation of the proposed transactions as described in the
Application will not violate the legal rights of any holders of
securities issued by NU, HEC, HEC Canada, HEC International, or any
other existing NU subsidiary company.
I hereby consent to the use of this opinion in connection with the
filing of the Application.
Very truly yours,
/s/Jeffery D. Cochran
Counsel
Northeast Utilities Service Company
HEC INC. AND SUBSIDIARIES
Consolidated Balance Sheet (Unaudited)
Assets
March 31, 1996
(Thousands of Dollars)
Financial Statement 1.1 Page 1 of 2
Utility Plant, at original cost:
Electric $2,850
Other 1,006
--------
3,856
Less: Accumulated provision for
depreciation 1,820
--------
Total net utility plant 2,036
--------
Current Assets:
Cash 1,132
Receivables, net 5,266
Receivables from affiliated companies 785
Prepayments and other 235
--------
7,418
Deferred Charges:
Other 479
--------
Total Assets $9,933
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HEC INC. AND SUBSIDIARIES
Consolidated Balance Sheet (Unaudited)
Capitalization and Liabilities
March 31, 1996
(Thousands of Dollars)
Financial Statement 1.1 Page 2 of 2
Capitalization:
Common stockholder's equity:
Common stock $0
Capital surplus, paid in 3,999
Retained earnings (498)
---------
Total common stockholder's equity 3,501
Long-term debt 100
---------
Total capitalization 3,601
---------
Current Liabilities:
Notes payable to affiliated company 925
Accounts payable 3,110
Accounts payable to affiliated
companies 41
Accrued taxes 264
Other 484
---------
4,824
---------
Deferred Credits:
Accumulated deferred income taxes 279
Other 1,229
---------
1,508
---------
Total Capitalization and Liabilities $9,933
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HEC INC. AND SUBSIDIARIES
Consolidated Statement of Income (Unaudited)
Twelve Months Ended March 31, 1996
(Thousands of Dollars)
Financial Statement 1.2 Page 1 of 1
Operating Revenues $38,934
-------
Operating Expenses:
Operation 37,164
Maintenance 10
Depreciation 1,006
Federal and state income taxes 311
Taxes other than income taxes 101
-------
Total operating expenses 38,592
-------
Operating Income 342
-------
Other Income 209
-------
Income before interest charges 551
-------
Interest Charges 111
-------
Net Income $440
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