-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, bUIVKhAr43UouuqRBb3RvONHFjNmNFyZtWgMCWKU84ZWjGmPYVCrCcaGirzqTjor 2hbHwVUPolznkUfOmN0NcQ== 0000031224-95-000028.txt : 19950414 0000031224-95-000028.hdr.sgml : 19950411 ACCESSION NUMBER: 0000031224-95-000028 CONFORMED SUBMISSION TYPE: U-1 PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19950404 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: EASTERN UTILITIES ASSOCIATES CENTRAL INDEX KEY: 0000031224 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 041271872 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: U-1 SEC ACT: 1935 Act SEC FILE NUMBER: 070-08609 FILM NUMBER: 95526783 BUSINESS ADDRESS: STREET 1: ONE LIBERTY SQ STREET 2: P O BOX 2333 CITY: BOSTON STATE: MA ZIP: 02109 BUSINESS PHONE: 6173579590 U-1 1 EUA EMPLOYEE SAVINGS PLAN File No. 70- SECURITIES AND EXCHANGE COMMISSION Washington, D.C., 20549 FORM U-1 APPLICATION-DECLARATION WITH RESPECT TO ISSUE AND SALE OF COMMON SHARES IN CONNECTION WITH AN EMPLOYEES SAVINGS PLAN UNDER THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 (ACT) EASTERN UTILITIES ASSOCIATES EASTERN EDISON COMPANY EUA COGENEX CORPORATION MONTAUP ELECTRIC COMPANY P.O. Box 2333, Boston, Massachusetts 02107 BLACKSTONE VALLEY ELECTRIC CORPORATION Washington Highway, Lincoln, Rhode Island 02865 EUA SERVICE CORPORATION P.O. Box 543, West Bridgewater, Massachusetts 02379 NEWPORT ELECTRIC CORPORATION 12 Turner Road, Middletown, Rhode Island 02840 TRANSCAPACITY LIMITED PARTNERSHIP 2 Corporate Place 128, 107 Audubon Road, Suite 101, Wakefield, Massachusetts 01880 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, P.C. McDermott, Will & Emery 75 State Street Boston, Massachusetts 02109 Item 1. Description of Proposed Transaction Background In December 1981, Eastern Utilities Associates ("EUA") established the Eastern Utilities Associates Employees' Savings Plan (the "Plan"), which is intended to meet the requirements of the Employee Retirement Income Security Act of 1974, as amended, and has been determined to be qualified and exempt under Sections 401(a) and 501(a) of the Internal Revenue Code of 1986, as amended from time to time. The purpose of the Plan is to encourage savings by employees of EUA and its subsidiaries. By an Order dated March 8, 1991, SEC Release No. 35-25269 (the "1991 Order"), EUA, its direct subsidiaries, Blackstone Valley Electric Company, EUA Cogenex Corporation and Eastern Edison Company, and its indirect subsidiary, Montaup Electric Company, were authorized to contribute to the Plan up to 200,000 common shares of EUA, $5 par value per share, ("Common Shares") or cash which could be used to purchase up to 200,000 Common Shares, during the period ending December 15, 1995. The Common Shares contributed to the Plan may be (i) authorized but unissued shares issued to the Plan by EUA, (ii) shares purchased on the open market, or (iii) shares purchased from EUA. Whenever cash contributions to the Plan by EUA or the subsidiaries are used to purchase Common Shares from EUA, the proceeds are added to the general funds of EUA and may be used for, among other corporate purposes, the payment or prepayment of outstanding short-term indebtedness. Proposed Transactions The number of shares available under the 1991 Order is now expected to be depleted by July 1995. EUA and its direct subsidiaries, Blackstone Valley Electric Company, Eastern Edison Company, EUA Cogenex Corporation, EUA Service Corporation and Newport Electric Corporation, and its indirect subsidiaries, Montaup Electric Company and TransCapacity Limited Partnership (said direct and indirect subsidiaries being hereinafter collectively referred to as the "Subsidiaries") hereby request authority to contribute to the Plan an additional 150,000 Common Shares or cash which can be used to purchase the additional Common Shares during the period ending December 15, 1997 for the purpose of making such shares available to the Plan. Item 2. Fees, Commissions and Expenses The estimated fees, commissions, and expenses paid or incurred, or to be paid or incurred, directly or indirectly, by the applicants-declarants in connection with the proposed transactions will be supplied by amendment. Item 3. Applicable Statutory Provisions Transactions Applicable Section and Rules Issue and sale of Common Sections 6(a) and 7. Shares by EUA; contribution of Common Shares by EUA and/or the Subsidiaries. Purchase of Common Shares in Sections 9(a), 10 and 12(c); the open market by EUA and/or Rule 42. the Subsidiaries. Purchase of Common Shares from Section 9(a) and 10. EUA by the Subsidiaries. Item 4. Regulatory Approval No state commission or Federal commission (other than the Commission) has jurisdiction over the issue and sale of the Additional Common Shares. Item 5. Procedure (a) It is requested that the Commission take action with respect to this statement without a hearing being held and that this statement become effective and be granted at the earliest practicable time. (b) It is not considered necessary that there be a recommended decision by a hearing officer or by any other responsible officer of the Commission. The Office of Public Utility Regulation may assist in the preparation of the Commission's decision and it is believed that a 30-day waiting period between the issuance of the Commission's order and the date on which it is to become effective would not be appropriate. Item 6. Exhibits and Financial Statements (a) Exhibits (*filed herewith) A-1 Declaration of Trust of EUA, dated April 2, 1928, as amended (Exhibit A-3, File No. 70-3188; Exhibit 1 to EUA's 8-K reports for April in each of the years 1957, 1962, 1966, 1968, 1972 and 1973, File No. 1-5366; Exhibit A-1(a), Amendment No. 2 to Form U-1, File No. 70-5997; Exhibit 4-3, Registration Statement No. 2- 72589; Exhibit 1 to Certificate of Notification, File No. 70-6713; Exhibit 1 to Certificate of Notification, File No. 70-7084; and Exhibit 3-2, Form 10-K of EUA for 1987, File No. 1-5366). A-2 Specimen of Common Share Certificate (Exhibit 2-1, Registration No. 2-62862). B-1 Summary of Eastern Utilities Associates Employees' Savings Plan (to be filed by amendment). B-2 Eastern Utilities Associates Employees' Savings Plan as amended and restated effective January 1, 1989 (to be filed by amendment). B-3 First Amendment to the 1989 Restated Plan (to be filed by amendment). B-4 Trust Agreement with respect to Eastern Utilities Associates Employees' Savings Plan (Exhibit 10-3, Form 10-K of EUA for 1992, File No. 1-5366). F Opinion of counsel (to be filed by amendment). * H Proposed Form of Notice. (b) Financial Statements Item 7. Information as to Environmental Effects The proposed transactions do not involve a major Federal action significantly affecting the quality of the human environment. SIGNATURE Pursuant to the requirements of the Public Utility Holding Company Act of 1935, the undersigned companies have duly caused this statement to be signed on their behalf by the undersigned officer thereunto duly authorized. Dated: April 4, 1995 EASTERN UTILITIES ASSOCIATES EASTERN EDISON COMPANY EUA COGENEX CORPORATION MONTAUP ELECTRIC COMPANY BLACKSTONE VALLEY ELECTRIC COMPANY EUA SERVICE CORPORATION NEWPORT ELECTRIC CORPORATION TRANSCAPACITY LIMITED PARTNERSHIP By: /s/ Clifford J. Hebert, Jr. Clifford J. Hebert, Jr. Treasurer EX-99 2 EX-H PROPOSED FORM OF NOTICE (PROPOSED FORM OF NOTICE) SECURITIES AND EXCHANGE COMMISSION (Release No. 35 - , 70 - ) Eastern Utilities Associates, a registered holding company ("EUA"), and its direct subsidiaries, Blackstone Valley Electric Company, Eastern Edison Company, EUA Cogenex Corporation, EUA Service Corporation and Newport Electric Corporation, and its indirect subsidiaries, Montaup Electric Company and TransCapacity Limited Partnership (all of the aforementioned direct and indirect subsidiaries collectively referred to as the "Subsidiaries") have filed an application-declaration with this Commission pursuant to Sections 6(a), 7, 9(a), 10 and 12(c) of the Public Utility Holding Company Act of 1935 (the "Act") and Rule 42 promulgated thereunder. By Order dated March 8, 1991, Release No. 35-25269 (the "1991 Order"), EUA and certain of its subsidiaries were authorized through December 15, 1995 to contribute up to 200,000 common shares of EUA, $5.00 par value per share ("Common Shares"), or cash for the purchase thereof, to the Eastern Utilities Associates Employees' Savings Plan (the "Plan"). To make such contribution, EUA may (i) issue Common Shares to the Plan from EUA's authorized but unissued shares; (ii) purchase shares on the open market; or (iii) purchase shares from EUA. Whenever cash contributions to the Plan by EUA or the Subsidiaries are used to purchase Common Shares from EUA, the proceeds are added to the general funds of EUA and may be used for, among other corporate purposes, the payment or prepayment of outstanding short-term indebtedness. EUA and the Subsidiaries now have requested Commission authorization through December 15, 1997 to contribute an additional 150,000 Common Shares of EUA or cash to purchase such number of additional shares for the Plan upon the terms and conditions described in the Application-Declaration. The Plan is intended to meet the requirements of the Employee Retirement Income Security Act of 1974, as amended, and has been determined to be qualified and exempt under Sections 401(a) and 501(a) of the Internal Revenue Code of 1986, as amended. The purpose of the Plan is to encourage savings by the employees of EUA and the Subsidiaries. NOTICE IS FURTHER GIVEN that any interested person may, not later than __________, 1995, request in writing that a hearing be held on such matter, stating the nature of his interest, the reasons for such request, and the issues of fact or law raised by said application/declaration which he desires to controvert; or he may request that he be notified if the Commission should order a hearing thereon. Any such request should be addressed: Secretary, Securities and Exchange Commission, 450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549. A copy of such request should be served personally or by mail upon the applicant/declarant at the above-stated address and proof of service (by affidavit or, in case of an attorney at law, by certificate) should be filed with the request. At any time after said date the application/declaration, as filed or as it may be amended, may be granted and permitted to become effective as provided in Rule 23 of the General Rules and Regulations promulgated under the Act, or the Commission may grant exemption from such rules as provided in Rules 20(a) and 100 thereof or take such other action as it may deem appropriate. Persons who request a hearing or advice as to whether a hearing is ordered will receive any notices and orders issued in this matter, including the date of the hearing (if ordered) and any postponements thereof. For the Commission, by the Division of Corporate Regulation, pursuant to delegated authority. Secretary -----END PRIVACY-ENHANCED MESSAGE-----