-----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, SSzsWHAjpB6j+aXmHOGEFnd8YdwWtMABiLPtOjXc+RqPDDE4NmKZYh3eStyRPLPT PIItkkoSdfpOJY9KJlmUfw== 0000071297-96-000043.txt : 19960523 0000071297-96-000043.hdr.sgml : 19960523 ACCESSION NUMBER: 0000071297-96-000043 CONFORMED SUBMISSION TYPE: POS AMC PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19960522 SROS: BSE SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEW ENGLAND ELECTRIC SYSTEM CENTRAL INDEX KEY: 0000071297 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 041663060 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AMC SEC ACT: 1935 Act SEC FILE NUMBER: 070-07950 FILM NUMBER: 96570808 BUSINESS ADDRESS: STREET 1: 25 RESEARCH DR CITY: WESTBOROUGH STATE: MA ZIP: 01581 BUSINESS PHONE: 5083669011 POS AMC 1 File No. 70-7950 SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 POST-EFFECTIVE AMENDMENT NO. 2 TO FORM U-1 APPLICATION/DECLARATION UNDER THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 NEW ENGLAND ELECTRIC SYSTEM NEW ENGLAND POWER SERVICE COMPANY and NEW ENGLAND ELECTRIC RESOURCES, INC. (Names of companies filing this statement) 25 Research Drive, Westborough, Massachusetts 01582 (Address of principal executive offices) NEW ENGLAND ELECTRIC SYSTEM (Name of top registered holding company parent in system) Michael E. Jesanis Robert King Wulff Treasurer Corporation Counsel 25 Research Drive 25 Research Drive Westborough, MA 01582 Westborough, MA 01582 (Names and addresses of agents for service) New England Electric System (NEES) is a registered holding company under the Public Utility Holding Company Act of 1935 (the Act) owning electric utility subsidiaries, New England Power Service Company (NEPSCO, a service company subsidiary), New England Electric Resources, Inc. (NEERI), a wholly-owned, non-utility subsidiary of NEES organized for the purpose of pursuing new business opportunities, and an energy company subsidiary (collectively, the System). By its order dated September 4, 1992, HCAR No. 35-25621, the Commission specifically authorized NEERI to perform consulting services on electric utility matters for non-affiliates . By its order dated April 1, 1994, HCAR No. 35-26017, the Commission authorized NEERI to undertake electrical related services and consulting contracts. The types of services NEERI was authorized to perform include designing, engineering, assisting in licensing and permitting, procuring materials and equipment, and installing, removing, or constructing electrical related materials. NEERI is now requesting authority in this filing to expand the services it may perform for unaffiliated entities. Form U-1 Application/Declaration under the Public Utility Holding Company Act of 1935, File No. 70-7950, as previously amended, is hereby further amended by this Post-Effective Amendment No. 2 as follows: 1. Item 1, Description of Proposed Transactions, is amended by adding the following thereto: "By this filing, NEERI proposes to provide a broader range of services to non-affiliates. New NEERI Services ------------------ NEERI is requesting authority to perform expanded services for non-affiliates. Following is a list of the types of new services NEERI proposes to perform: (1) Sale of technical, operational, management, and other similar kinds of services and expertise, developed in the course of utility operations in such areas as power plant and transmission system engineering, development, design and rehabilitation; construction; maintenance and operation; fuel and other goods and services procurement, delivery, and management; environmental licensing, testing, and remediation; and other similar areas, including, without limitation, transmission line services, environmental control services, maintenance and construction services, engineering services, mechanical and repair services, structural services, construction contract administration and support services; (2) Energy conservation and demand-side management services; (3) Sale, installation, and servicing of electric and compressed natural gas powered vehicles and ownership and operation of related refueling and recharging equipment; (4) Sale, installation, and servicing of electric and gas appliances for residential, commercial, and industrial heating and lighting; and (5) other similar services. No System employees will be assigned to a NEERI services project if such assignment would interfere with the normal operation of the System. Utility operating companies within the System will at all times have first priority in the use of System employees, including employees of NEPSCO. During the course of a calendar year, the System will not assign more than the full-time equivalent of five percent of its employees to service projects for NEERI. The types of services proposed herein would be functionally related to the types of work and skills already present within the System. Providing these services would contribute to the full utilization of System expertise and capacity resulting in a more efficient allocation of resources, as well as enabling NEERI to realize a profit. The authorization requested hereunder would be to continue performing the currently authorized services, and to perform the services proposed in this Post-Effective Amendment, and enter into contracts in connection therewith, through December 31, 1999. After 1999, NEERI would not pursue or execute any new contracts for services without further authorization from the Commission. NEERI, however, would be permitted to continue completing its existing contracts after such date. Neither NEES nor any subsidiary currently has an ownership interest in an exempt wholesale generator ("EWG") as defined in Section 32 of the Act or a foreign utility company ("FUCO") as defined in Section 33 of the Act. Additionally, neither NEES nor any subsidiary is a party to, or has any rights under, a service, sales, or construction agreement with an EWG or FUCO. By its Order dated April 15, 1996 (HCAR 35-26504), the Commission has authorized EWG and FUCO acquisitions and financings by NEES and/or NEERI as set forth in their Application/Declaration in File No. 70-8783. In the event that the total amount of authority requested in the above-referenced Application/Declaration (File No. 70-8783) is invested in connection with EWGs and FUCOs, NEES' 'aggregate investment' (determined in accordance with Rule 53(a)(1)(i)) in EWGs and FUCOs would not exceed 50% of NEES' 'consolidated retained earnings' (as defined in Rule 53(a)(1)(ii)) in compliance with the provisions set forth in Rule 53 under the Act. NEES and its subsidiaries shall comply with the requirements of Rules 53 and 54 of the Act in connection with EWG and FUCO acquisitions and financings." 2. Item 2, Fees, Commission, and Expenses, is amended by adding the following thereto: "Services incidental to this Post-Effective Amendment No. 2 filing will be performed by NEPSCO at the actual cost thereof. Such costs are estimated to not exceed $5,000, including the fee of $2,000 for this filing." 3. Item 3, Applicable Statutory Provisions, is amended by adding the following thereto: "The sections of the Act and rules or exemptions thereunder that are believed to be applicable to the transactions proposed in this Application/Declaration, as amended, are: Sections 6(a), 7, 9(a), 10, 12, 13, 32, and 33, and Rules 45, 87, 90, and 91." 4. Item 4, Regulatory Approval, is amended by adding the following thereto: "No Federal or state commission or regulatory body, other than the Commission, has jurisdiction over the proposed transactions in this Post-Effective Amendment No. 2." 5. Item 5, Procedure, is amended by adding the following thereto: "The applicants request that the Commission take action with respect to this Post-Effective Amendment No. 2 on or before June 20, 1996, or as soon thereafter as practicable, without a hearing being held. The applicants (i) do not request a recommended decision by a hearing officer, (ii) do not request a recommended decision by any other responsible officer of the Commission, (iii) hereby specify that the Division of Investment Management may assist in the preparation of the Commission's decision, and (iv) hereby request that there be no 30-day waiting period between the date of issuance of the commission's Order and the date on which it is to become effective." 6. Item 6, Exhibits, is amended by adding the following exhibits: (a) Exhibits * F-1 Opinion of Counsel H-1 Proposed Form of Notice * To be filed by amendment 7. Item 7, Environmental Effects, is hereby amended by adding the following thereto: "The transactions proposed by this Post-Effective Amendment No. 2 do not involve a major Federal action significantly affecting the qualify of the human environment." SIGNATURES Pursuant to the requirements of the Public Utility Holding Company Act of 1935, the undersigned companies have duly caused this Post-Effective Amendment No. 2 to Form U-1 (Commission's File No. 70-7950) to be signed on their behalf, as indicated, by the undersigned officers thereunto duly authorized by such companies. NEW ENGLAND ELECTRIC SYSTEM s/Michael E. Jesanis __________________________________ Michael E. Jesanis, Treasurer NEW ENGLAND POWER SERVICE COMPANY s/Michael E. Jesanis __________________________________ Michael E. Jesanis, Treasurer NEW ENGLAND ELECTRIC RESOURCES, INC. s/John G. Cochrane ___________________________________ John G. Cochrane, Treasurer DATE: May 22, 1996 The name "New England Electric System" means the trustee or trustees for the time being (as trustee or trustees but not personally) under an agreement and declaration of trust dated January 2, 1926, as amended, which is hereby referred to, and a copy of which as amended has been filed with the Secretary of The Commonwealth of Massachusetts. Any agreement, obligation or liability made, entered into or incurred by or on behalf of New England Electric System binds only its trust estate, and no shareholder, director, trustee, officer or agent thereof assumes or shall be held to any liability therefor. EX-99 2 EXHIBIT INDEX Exhibit No. Description Page - ----------- ----------- ---- F-1 Opinion of Counsel To be filed by amendment H-1 Proposed Form of Notice Filed herewith EX-99 3 EXHIBIT H-1 EXHIBIT H-1 PROPOSED FORM OF NOTICE New England Electric System (NEES), a registered holding company, and its wholly owned subsidiaries New England Power Service Company (NEPSCO) and New England Electric Resources, Inc. (NEERI), a non-utility subsidiary, have filed a Post-Effective Amendment to their Application/Declaration, File No. 70-7950. By its order dated September 4, 1992, HCAR No. 35-25621, the Commission specifically authorized NEERI to perform consulting services on electric utility matters for non-affiliates. By its order dated April 1, 1994, HCAR No. 35-26017, the Commission authorized NEERI to undertake electrical related services and consulting contracts. The types of services NEERI was authorized to perform include designing, engineering, assisting in licensing and permitting, procuring materials and equipment, and installing, removing, or constructing electrical related materials. NEERI is now requesting authority to expand the services it may perform for unaffiliated entities. Following is a list of the types of new services NEERI proposes to perform: (1) Sale of technical, operational, management, and other similar kinds of services and expertise, developed in the course of utility operations in such areas as power plant and transmission system engineering, development, design and rehabilitation; construction; maintenance and operation; fuel and other goods and services procurement, delivery, and management; environmental licensing, testing, and remediation; and other similar areas, including, without limitation, transmission line services, environmental control services, maintenance and construction services, engineering services, mechanical and repair services, structural services, construction contract administration and support services; (2) Energy conservation and demand-side management services; (3) Sale, installation, and servicing of electric and compressed natural gas powered vehicles and ownership and operation of related refueling and recharging equipment; (4) Sale, installation, and servicing of electric and gas appliances for residential, commercial, and industrial heating and lighting; and (5) other similar services. No System employees will be assigned to a NEERI services project if such assignment would interfere with the normal operation of the System. Utility operating companies within the System will at all times have first priority in the use of System employees, including employees of NEPSCO. During the course of a calendar year, the System will not assign more than the full-time equivalent of five percent of its employees to service projects for NEERI. The authorization requested is to continue performing the currently authorized services, and to perform the services proposed in the Post-Effective Amendment, and enter into contracts in connection therewith, through December 31, 1999. -----END PRIVACY-ENHANCED MESSAGE-----