-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SYBlI/1vxRm0QfShRrBf8hwLCL/ur25iCqGhHptcwiwVEjSIAsuedgvOymIg4k6o /tUFjwb9njEC9TOHnU9ZEw== 0000031224-97-000042.txt : 19971111 0000031224-97-000042.hdr.sgml : 19971111 ACCESSION NUMBER: 0000031224-97-000042 CONFORMED SUBMISSION TYPE: POS AMC PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19971110 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: POS AMC SEC ACT: SEC FILE NUMBER: 070-08609 FILM NUMBER: 97712023 BUSINESS ADDRESS: STREET 1: ONE LIBERTY SQ STREET 2: P O BOX 2333 CITY: BOSTON STATE: MA ZIP: 02109 BUSINESS PHONE: 6173579590 POS AMC 1 EUA EMPLOYEE SAVINGS PLAN File No. 70-8609 SECURITIES AND EXCHANGE COMMISSION Washington, D.C., 20549 POST EFFECTIVE AMENDMENT #1 TO 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 83 Pine Street, Suite 101, West Peabody, Massachusetts 01961 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 Item 1 is amended by adding the following: Background By an order dated June 15, 1995, SEC Release No. 35-26308, 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") received authorization from the Securities and Exchange Commission to contribute to the Plan during the period ending December 15, 1997 an additional 150,000 originally issued Common Shares, or cash to be used to purchase the additional Common Shares on the open market for the purpose of making such shares available to the Plan. Proposed Transactions EUA and the Subsidiaries, hereby request authority to contribute to the Plan during the period ending December 15, 1999 an additional originally issued 200,000 Common Shares or cash which can be used to purchase the additional Common Shares on the open market 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 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 (c) 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. (d) 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) B-5 First Amendment to the 1994 Restated Plan (to be filed by amendment). B-6 Second Amendment to the 1994 Restated Plan (to be filed by amendment). B-7 Third Amendment to the 1994 Restated Plan (to be filed by amendment). F-1 Opinion of counsel (to be filed by amendment). * H-1 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: November 10, 1997 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 EXHIBIT H-1 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 an order dated June 15, 1995, SEC Release No. 35-26308, 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") received authorization from the Securities and Exchange Commission to contribute to the Plan during the period ending December 15, 1997 an additional 150,000 originally issued Common Shares, or cash to be used to purchase the additional Common Shares on the open market for the purpose of making such shares available to the Plan. EUA and the Subsidiaries, hereby request authority to contribute to the Plan during the period ending December 15, 1999 an additional originally issued 200,000 Common Shares or cash which can be used to purchase the additional Common Shares on the open market for the purpose of making such shares available to the Plan. NOTICE IS FURTHER GIVEN that any interested person may, not later than __________, 1997, 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-----