-----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, sJUqs6W7tfRjTBwg11grdq4c0Kr4DzD6aTg22/vchQLdOQHAVblU2drnkiQhBlRm +DmgWcQTTFIuj1ip6HV+Yg== 0000898080-94-000071.txt : 19941020 0000898080-94-000071.hdr.sgml : 19941020 ACCESSION NUMBER: 0000898080-94-000071 CONFORMED SUBMISSION TYPE: U-1 PUBLIC DOCUMENT COUNT: 10 FILED AS OF DATE: 19941019 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MAINE YANKEE ATOMIC POWER CO CENTRAL INDEX KEY: 0000061617 STANDARD INDUSTRIAL CLASSIFICATION: 4911 IRS NUMBER: 010278125 STATE OF INCORPORATION: ME FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: U-1 SEC ACT: 1935 Act SEC FILE NUMBER: 070-08493 FILM NUMBER: 94554070 BUSINESS ADDRESS: STREET 1: 329 BATH ROAD CITY: BRUNSWICK STATE: ME ZIP: 04011 BUSINESS PHONE: 2077984100 MAIL ADDRESS: STREET 1: 329 BATH ROAD CITY: BRUNSWICK STATE: ME ZIP: 04011 U-1 1 FORM U-1 FILE No: SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 __________________________________ FORM U-1 APPLICATION UNDER THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 _________________________________ MAINE YANKEE ATOMIC POWER COMPANY 329 Bath Road Brunswick, Maine 04011 (Name of company filing this statement and address of principal executive offices) NEW ENGLAND ELECTRIC SYSTEM NORTHEAST UTILITIES (Name of top registered holding companies) William M. Finn, Esq. Mr. Patrick S. Lydon Secretary Vice President, Maine Yankee Atomic Finance and Administration Power Company Maine Yankee Atomic Power 83 Edison Drive Company Augusta, Maine 04330 329 Bath Road Brunswick, Maine 04011 (Name and addresses of agents for service) The Commission is requested to send copies of all notices, orders and communications in connection with this Application to: E. Ellsworth McMeen, III, Esq. LeBoeuf, Lamb, Greene & MacRae 125 West 55th Street New York, New York 10019 Item 1 - Description of Proposed Transaction Scope of Application This Application relates to the proposed acquisition of nuclear fuel by Maine Yankee Atomic Power Company ("Maine Yankee") with the proceeds of borrowings under its short-term debt lines and bank revolving credit facilities. Maine Yankee is a Maine corporation that is an indirect subsidiary of Northeast Utilities and of New England Electric System, both of which are registered holding companies under the Public Utility Holding Company Act of 1935 (the "Act"). Maine Yankee operates a pressurized water nuclear-powered electric generating plant in Wiscasset, Maine with a net capability of approximately 860 megawatts electric (the "Plant"). By order dated May 3, 1990 (Release No. 35-25083), the Securities and Exchange Commission (the "Commission") permitted Maine Yankee's application relating to the acquisition of nuclear fuel with the proceeds of its short-term debt lines and bank revolving credit facilities, through December 31, 1994 (File No. 70-7702) to become effective. Maine Yankee now seeks extension of that authority for the acquisition of up to $90,000,000 of nuclear fuel during the period beginning on January 1, 1995 and ending on December 31, 1998. Proposed Acquisition Maine Yankee proposes to acquire, as necessary, up to $90,000,000 of nuclear fuel during the period beginning January 1, 1995 through December 31, 1998 in connection with the operation of the Plant. The nuclear fuel would be acquired through long-term contracts and by purchases on the spot market, in either case on terms that are commercially reasonable at the time of such contract or spot market purchase. Maine Yankee proposes to finance such acquisitions through its short-term debt lines and bank revolving credit facilities, described in the Declarations, as amended, in the Commission's File Nos. 70-8313, 70-7627 and 70-7638 and approved by the Commission in Release No. 35-25973, dated January 12, 1994, as supplemented by an additional order dated January 25, 1994, Release No. 35-25608, dated August 20, 1992, and Release No. 35-25727, dated December 30, 1992, respectively (the "Prior Declarations"). Item 2 - Fees, Commissions and Expenses Maine Yankee will not incur any fees in connection with the proposed acquisition other than as described above and legal fees, the bank fees described in the Prior Declarations and the filing fee in respect of this Application. A schedule of Maine Yankee's estimated expenses is set forth in Exhibit H. Item 3 - Applicable Statutory Provisions Maine Yankee is an indirect subsidiary of New England Electric System and of Northeast Utilities, each of which is a registered holding company under the Act. The proposed acquisition is therefore subject to the provisions of Section 9(a)(1) and Section 10 of the Act. Item 4 - Regulatory Approval No regulatory approval is required in connection with the proposed transaction except by the Commission. The Nuclear Regulatory Commission has granted Maine Yankee a special license to own nuclear fuel (Facility Operating License No. DPR-36). Item 5 - Procedure Maine Yankee requests that there be no hearing on this Application and that the Commission issue its order as soon as practicable after the filing hereof. Without prejudice to its right to modify the same if a hearing should be ordered on this Application, Maine Yankee hereby makes the following specifications required by paragraph (b) of Item 5 of Form U-1: 1. There should not be a recommended decision by a hearing officer or any other responsible officer of the Commission. 2. The Division of Corporate Regulation may assist in the preparation of the Commission's decision and/or order. 3. There should not be a 30-day waiting period between issuance of the Commission's order and the date on which the order is to become effective. It is requested that the Commission send copies of all communications to Maine Yankee as follows: William M. Finn, Esq. Mr. Patrick S. Lydon Secretary Vice President, Maine Yankee Atomic Finance and Administration Power Company Maine Yankee Atomic 83 Edison Drive Power Company Augusta, Maine 04330 329 Bath Road Telephone: (207) 623-3521 Brunswick, Maine 04011 Telephone: (207) 798-4100 with a copy to: E. Ellsworth McMeen, III, Esq. LeBoeuf, Lamb, Greene & MacRae 125 West 55th Street New York, New York 10019 Item 6 - Exhibits and Financial Statements (a) Exhibits A Not Applicable. B Not Applicable. C Not Applicable. D Not Applicable. E Not Applicable. F Not Applicable. G Financial Data Schedule H Estimated expenses of Maine Yankee in connection with the proposed transaction. I Form of Notice (b) Financial Statements Maine Yankee Atomic Power Company (1) Balance Sheet, per books and pro forma, as of June 30, 1994. (2) Statement of Capitalization, as of June 30, 1994. (3) Statement of Income and Statement of Retained Earnings, per books and pro forma, for the twelve months ended June 30, 1994. (4) Statement of Cash Flows, per books and pro forma, for the twelve months ended June 30, 1994. (5) Statement of Projected Cash Flow for 1995. (6) Statement of Sources and Uses of Funds Projected for the years 1996-1997. Financial statements of the top registered holding companies, New England Electric System and Northeast Utilities, have been omitted as not being necessary to a consideration of this Application. There have been no material changes, not in the ordinary course of business, since the date of the aforesaid balance sheet. Item 7 - Information as to Environmental Effects (a) The Nuclear Regulatory Commission has broad regulatory jurisdiction under the Atomic Energy Act of 1954 as to the operation of nuclear plants and the ownership of nuclear fuel, particularly in regard to public health, safety and the environment. (b) No Federal agency has prepared or is preparing an environmental impact statement with respect to the proposed transaction. SIGNATURE Pursuant to the requirements of the Public Utility Holding Company Act of 1935, Maine Yankee has duly caused this Application to be signed on its behalf by its undersigned officer thereunto duly authorized. MAINE YANKEE ATOMIC POWER COMPANY By: /s/ Michael E. Thomas Name: Michael E. Thomas Title: Treasurer Date: October 17, 1994 EX-27 2 FINANCIAL DATA SCHEDULE WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
OPUR1 6-MOS 6-MOS DEC-31-1994 DEC-31-1994 JUN-30-1994 JUN-30-1994 PER-BOOK PRO-FORMA 247,979,000 247,979,000 192,114,000 192,114,000 32,189,000 32,189,000 55,073,000 55,073,000 0 0 527,355,000 527,355,000 50,000,000 50,000,000 17,390,000 17,390,000 128,000 128,000 67,518,000 67,518,000 19,200,000 19,200,000 0 0 101,666,000 101,666,000 0 0 0 0 0 0 6,667,000 6,667,000 600,000 600,000 0 0 0 0 331,704,000 331,704,000 527,355,000 527,355,000 191,481,000 191,481,000 544,000 544,000 175,182,000 175,182,000 175,726,000 175,726,000 15,755,000 15,755,000 5,012,000 5,012,000 20,767,000 20,767,000 12,482,000 12,482,000 8,285,000 8,285,000 1,581,000 1,581,000 6,704,000 6,704,000 7,000,000 7,000,000 8,764,000 8,764,000 50,050,000 50,050,000 13.41 13.41 13.41 13.41
EX-99.1 3 ESTIMATED EXPENSES EXHIBIT H Estimated Expenses of Maine Yankee Atomic Power Company A. Filing Fee $2,000.00 B. Services of LeBoeuf, Lamb, Greene & MacRae in connection with the preparation and filing of the Application $9,000.00 (a) (a) Estimated. An accurate cost is not available, but is not expected to exceed the above estimate. EX-99.2 4 FORM OF NOTICE EXHIBIT I PROPOSED FORM OF NOTICE Maine Yankee Atomic Power Company Maine Yankee Atomic Power Company ("Maine Yankee"), 329 Bath Road, Brunswick, Maine 04011, an indirect subsidiary of New England Electric System and Northeast Utilities, both registered holding companies under the Public Utility Holding Company Act of 1935 (the "Act"), has filed an Application pursuant to Sections 9(a)(1) and 10 of the Act. By orders dated January 12, 1994, as supplemented by an additional order dated January 25, 1994 (HCAR No. 25973), August 20, 1992 (HCAR No. 25608) and December 30, 1992 (HCAR No. 25727), Maine Yankee was authorized to enter into certain short-term debt lines and bank revolving credit facilities (the "Credit Facilities"). By order dated May 3, 1990 (HCAR No. 25083), Maine Yankee was authorized to acquire up to $115 million of nuclear fuel through December 31, 1994 in connection with the operation of its pressurized water nuclear-powered electric generating plant in Wiscasset, Maine with the proceeds of the Credit Facilities. Maine Yankee now seeks extension of the authorization to acquire up to $90 million of nuclear fuel with the proceeds of the Credit Facilities from January 1, 1995 through December 31, 1998. The nuclear fuel would be acquired through long-term contracts and by purchases on the spot market, in either case on terms that are commercially reasonable at the time of such contract or spot market purchase. The Application and any amendments thereto are available for public inspection through the Commission's Office of Public Reference. Interested persons wishing to comment or request a hearing should submit their views in writing by ______________, 1994, to the Secretary, Securities and Exchange Commission, Washington, D.C. 20549, and serve a copy on the Company at the address specified above to the attention of William M. Finn, Esq., Secretary. Proof of service (by affidavit, or in the case of any attorney at law, by certificate) should be filed with the request. Any request for hearing shall identify specifically the issues of fact or law that are disputed. Any person who so requests will be notified of a hearing, if ordered, and will receive a copy of any notice or order issued in this matter. After said date, the Application as filed or as it may be further amended, may be granted. For the Commission, by the Office of Public Utility Regulation, pursuant to delegated authority. EX-99.3 5 BALANCE SHEET Maine Yankee Atomic Power Company BALANCE SHEET (Unaudited) (Dollars in Thousands) ASSETS Pro Forma Adjustments Showing Effect Final of Nuclear Pro Forma 6/30/94 Fuel Financing 6/30/94 ELECTRIC PROPERTY, at Original Cost $398,044 $ $398,044 Less: Accumulated Depreciation and Amortization 184,546 184,546 213,498 0 213,498 Construction Work in Progress 4,595 4,595 Net Electric Property 218,093 0 218,093 NUCLEAR FUEL, at Original Cost Nuclear Fuel in Reactor 82,833 82,833 Nuclear Fuel - Spent 363,985 363,985 Nuclear Fuel - Stock 9,376 9,376 456,194 0 456,194 Less: Accumulated Amortization 428,178 428,178 28,016 0 28,016 Nuclear Fuel in Process 1,870 1,870 Net Nuclear Fuel 29,886 0 29,886 Net Electric Property and Nuclear Fuel 247,979 0 247,979 CURRENT ASSETS Cash and Cash Equivalents 38 38 Restricted Cash 11 11 Accounts Receivable 15,300 15,300 Materials and Supplies, at Average Cost 12,897 12,897 Prepayments 3,943 3,943 Total Current Assets 32,189 0 32,189 DEFERRED CHARGES AND OTHER ASSETS Trust Funds Fuel Disposal 89,708 89,708 Plant Decommissioning 102,406 102,406 Accumulated Deferred Income Tax Assets 27,440 27,440 Regulatory Asset - DOE Decontamination and Decommissioning Fee 20,956 20,956 Other Deferred Charges and Other Assets 6,677 6,677 Total Deferred Charges and Other Assets 247,187 0 247,187 $527,355 $ 0 $527,355 Maine Yankee Atomic Power Company BALANCE SHEET (Unaudited) (Dollars in Thousands) STOCKHOLDERS' INVESTMENT AND LIABILITIES Pro Forma Adjustments Showing Effect Final of Nuclear Pro Forma 6/30/94 Fuel Financing 6/30/94 CAPITALIZATION Common Stock Investment $ 67,518 $ $ 67,518 Redeemable Preferred Stock 19,200 19,200 Long-Term Debt 101,666 101,666 Total Capitalization 188,384 0 188,384 LONG-TERM FUEL DISPOSAL LIABILITY 105,317 0 105,317 NUCLEAR FUEL FINANCING NOTES - 0 - CURRENT LIABILITIES Notes Payable to Banks - - Current Sinking Fund Requirements 7,267 7,267 Accounts Payable 10,837 10,837 Fuel Disposal Cost Payable 1,605 1,605 Dividends Payable 2,140 2,140 Accrued Interest and Taxes 3,942 3,942 Other Current Liabilities 2,040 2,040 Total Current Liabilities 27,831 0 27,831 COMMITMENTS AND CONTINGENCIES RESERVES AND DEFERRED CREDITS Plant Decommissioning Reserve 103,693 103,693 Deferred Credits Accumulated Deferred Income Tax Liabilities 58,883 58,883 DOE Decontamination and Decommissioning Fee 18,349 18,349 Regulatory Liability - Income Taxes 12,115 12,115 Unamortized Investment Tax Credits 6,983 6,983 Unamortized Gains on Reacquired Debt 3,260 3,260 Other Deferred Credits 2,540 2,540 Total Reserves and Deferred Credits 205,823 0 205,823 $527,355 $ 0 $527,355 EX-99.4 6 STATEMENT OF CAPITALIZATION Maine Yankee Atomic Power Company STATEMENT OF CAPITALIZATION (Unaudited) (Dollars in Thousands) June 30, 1994 COMMON STOCK INVESTMENT Common Stock, $100 Par Value, 500,000 Shares Authorized and Outstanding $ 50,000 Other Paid-in Capital 16,659 Capital Stock Expense (452) Gain on Cancellation of Preferred Stock 1,112 Premiums on Preferred Stock 71 Retained Earnings 128 67,518 REDEEMABLE PREFERRED STOCK 7.48% SERIES, $100 Par Value Authorized 60,000 Shares Outstanding 48,000 4,800 8.00% SERIES, $100 Par Value Authorized 200,000 Shares Outstanding 150,000 15,000 Less: Current Sinking Fund Requirements 600 19,200 LONG-TERM DEBT First and General Mortgage Bonds Series D - 8.79% due May 1, 2002 45,000 Series E - 8.13% due May 1, 2008 40,000 Series F - 6.89% due May 1, 2008 23,333 Less: Current Sinking Fund Requirements 6,667 101,666 Total Capitalization $188,384 EX-99.5 7 STATEMENT OF INCOME AND RETAINED EARNINGS Maine Yankee Atomic Power Company STATEMENT OF INCOME AND RETAINED EARNINGS (Unaudited) (Dollars in Thousands) Pro Forma Adjustments Final Pro Showing Effect Forma 12 MTD of Nuclear 12 MTD 6/30/94 Fuel Financing 6/30/94 ELECTRIC OPERATING REVENUES $191,481 $ 0 $191,481 OPERATING EXPENSES Fuel Amortization 16,901 16,901 Fuel Disposal Cost 5,947 5,947 Operation 76,333 76,333 Maintenance 36,638 36,638 Depreciation and Amortization 16,954 16,954 Decommissioning 10,530 10,530 Taxes Federal and State Income 544 544 Local Property 11,879 11,879 Total Operating Expenses 175,726 0 175,726 OPERATING INCOME 15,755 0 15,755 OTHER INCOME, NET Allowance for Equity Funds Used During Construction 100 100 For Nuclear Fuel - - Other, Net 4,912 4,912 INCOME BEFORE INTEREST CHARGES 20,767 0 20,767 INTEREST CHARGES Long-Term Debt 8,764 8,764 Fuel Disposal Liability 3,381 3,381 Fuel Financing Notes 251 251 Other Interest Charges 192 192 Allowance for Borrowed Funds Used During Construction (104) (104) For Nuclear Fuel (2) (2) Total Interest Charges 12,482 0 12,482 NET INCOME 8,285 8,285 RETAINED EARNINGS - BEGINNING OF PERIOD 199 199 PREFERRED DIVIDENDS DECLARED 1,581 1,581 COMMON DIVIDENDS DECLARED 6,775 6,775 RETAINED EARNINGS - END OF PERIOD $ 128 $ 0 $ 128 EX-99.6 8 STATEMENT OF CASH FLOWS Maine Yankee Atomic Power Company STATEMENT OF CASH FLOWS (Unaudited) (Dollars in Thousands) Pro Forma Adjustments Final Pro Showing Effect Forma 12 MTD of Nuclear 12 MTD 6/30/94 Fuel Financing 6/30/94 OPERATING ACTIVITIES Net Income $ 8,285 $ $ 8,285 Items Not Requiring (Providing) Cash Fuel Amortization 16,901 16,901 Depreciation and Decommissioning 27,484 27,484 Deferred Income Taxes and Investment Tax Credits, Net (3,908) (3,908) Allowance for Equity Funds Used for Nuclear Fuel and During Construction (100) (100) Long-Term Fuel Disposal Interest, Net of AFN 3,362 3,362 Other, Net (1,047) (1,047) Changes in Certain Assets and Liabilities Accounts Receivable 1,964 1,964 Other Current Assets 958 958 Accounts Payable (2,281) (2,281) Accrued Interest and Taxes (1,568) (1,568) Net Cash Provided by Operating Activities 50,050 0 50,050 INVESTING ACTIVITIES Acquisition of Nuclear Fuel (1,992) (1,992) Construction of Electric Property (10,952) (10,952) Changes in Accounts Payable - Investing Activities Nuclear Fuel (5,624) (5,624) Construction of Electric Property 1,232 1,232 Investment Income in Decommissioning Trust 5,753 5,753 Trust Fund Investments Fuel Disposal (5,961) (5,961) Plant Decommissioning (15,771) (15,771) Net Cash Used by Investing Activities (33,315) 0 (33,315) FINANCING ACTIVITIES Issuances (Redemptions) Bank Notes, Net (870) (870) Long-Term Debt (6,667) (6,667) Preferred Stock (600) (600) Dividend Payments Common Stock (7,000) (7,000) Preferred Stock (1,593) (1,593) Net Cash Used by Financing Activities (16,730) 0 (16,730) Net Increase in Cash and Cash Equivalents 5 5 Cash and Cash Equivalents at Beginning of Year 33 33 Cash and Cash Equivalents at End of Year $ 38 $ 0 $ 38 EX-99.7 9 PROJECTED CASH FLOW FOR 1995 MAINE YANKEE ATOMIC POWER COMPANY STATEMENT OF PROJECTED CASH FLOW FOR 1995* (Dollars in Thousands) (Unaudited) CASH SOURCES TOTAL Net Income $ 6,368 Fuel Amortization 22,231 Depreciation 19,306 TOTAL SOURCES 47,905 CASH USES Repurchase - LTD 6,667 Repurchase - Preferred Stock 600 Income Tax Payments 6,745 Nuclear Fuel Purchases 1,226 Current Spent Fuel Payment 5,168 Spent Fuel Disposal Trust 3,098 Common Dividends 6,805 Preferred Dividends 1,492 Construction Expenditures 8,500 Working Capital 383 TOTAL USES 40,684 CASH SURPLUS (NEEDS) $ 7,221 BORROWINGS** Beginning Balance (Est.) $28,325 Add (Sub.) to Balance (7,221) $21,104 *Abbreviated Statement, net of most working capital items normally included in a Source and Use Statement, as prescribed for Form 10-K at year end by the SEC. **Borrowings include use of the Secured Eurodollar Facility, the Secured Credit Agreement (Bank of New York Facility) and the Unsecured Bank Lines of Credit. EX-99.8 10 SOURCES AND USES OF FUNDS (PROJECTED) MAINE YANKEE ATOMIC POWER COMPANY STATEMENT OF SOURCES AND USES OF FUNDS Projected for years 1996-1997 (Dollars in Thousands) 1996 1997 Beginning STD & Fuel Fin. Notes Outstanding $21,104 $54,087 Funds Provided: From Operations 24,219 44,019 Funds Used: Construction 11,253 5,917 Fuel 27,333 4,827 Sinking Funds 7,267 7,267 Dividends 8,252 8,207 Prior Spent Fuel Disposal 3,097 3,097 Total Funds Used 57,202 29,315 Sources Less Uses (32,983) 14,704 Ending STD & Fuel Fin. Notes Outstanding $54,087 $39,383 -----END PRIVACY-ENHANCED MESSAGE-----