-----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, GzDbX+hlA5O1suLIBtT8djmBk4sRVoAqY5gfSdLBG7HxKPn4Q2xvJK047JbS7Zpt Dmrci40qh2FyxgyzdNyxxg== /in/edgar/work/0000072741-00-000251/0000072741-00-000251.txt : 20001130 0000072741-00-000251.hdr.sgml : 20001130 ACCESSION NUMBER: 0000072741-00-000251 CONFORMED SUBMISSION TYPE: U-1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20001129 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NORTHEAST UTILITIES SYSTEM CENTRAL INDEX KEY: 0000072741 STANDARD INDUSTRIAL CLASSIFICATION: [4911 ] IRS NUMBER: 042147929 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: U-1/A SEC ACT: SEC FILE NUMBER: 070-09755 FILM NUMBER: 779954 BUSINESS ADDRESS: STREET 1: 174 BRUSH HILL AVE CITY: WEST SPRINGFIELD STATE: MA ZIP: 01090-0010 BUSINESS PHONE: 4137855871 MAIL ADDRESS: STREET 1: 107 SELDON ST CITY: BERLIN STATE: CT ZIP: 06037-1616 U-1/A 1 0001.txt AMENDMENT TO FORM U-1 FILE NO. 70-9755 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM U-1 APPLICATION/DECLARATION UNDER THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 Northeast Utilities Holyoke Water Power Company Western Massachusetts Electric Company Canal Street 174 Brush Hill Avenue Holyoke, MA 01040 West Springfield, MA 01090-0010 The Connecticut Light and Power Company Public Service Company NU Enterprises, Inc. of New Hampshire Northeast Generation Service Company North Atlantic Energy Northeast Generation Company Corporation Select Energy, Inc. 1000 Elm Street Mode 1 Communications, Inc. Manchester, NH 03015 Northeast Utilities Service Company 107 Selden Street Berlin, CT 06037 Yankee Energy System, Inc. The Rocky River Realty Company Yankee Gas Services Company The Quinnehtuk Company Yankee Energy Financial Services Company Northeast Nuclear Energy Company NorConn Properties, Inc. 107 Selden Street Yankee Energy Services Company Berlin, CT 06037 R. M. Services, Inc. 599 Research Parkway Meriden, Connecticut 06450 HEC Inc. 24 Prime Parkway Natick, MA 01760 (Name of companies filing this statement and addresses of principal executive offices) NORTHEAST UTILITIES (Name of top registered holding company) Cheryl W. Grise, Esq. Senior Vice President, Secretary and 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 Jeffrey C. Miller David R. McHale Assistant General Counsel Vice President and Treasurer Northeast Utilities Northeast Utilities Service Company Service Company P.O. Box 270 P.O. Box 270 Hartford, CT 06141-0270 Hartford, CT 06141-0270 The Application/Declaration in this file is hereby amended and restated as follows: ITEM 1 DESCRIPTION OF PROPOSED TRANSACTIONS Introduction 1. Northeast Utilities ("NU"), a public utility holding company registered under the Public Utility Holding Company Act of 1935, as amended (the "Act"), and The Connecticut Light and Power Company ("CL&P"), Western Massachusetts Electric Company ("WMECO"), North Atlantic Energy Corporation ("NAEC"), Public Service Company of New Hampshire ("PSNH"), Holyoke Water Power Company ("HWP"), Northeast Nuclear Energy Company ("NNECO"), The Rocky River Realty Company ("RR"). The Quinnehtuk Company ("Quinnehtuk"), and Northeast Utilities Service Company ("NUSCO"), each of which is a wholly-owned subsidiary of NU, NU Enterprises, Inc. ("NUEI"), a wholly owned nonutility holding company subsidiary of NU and its wholly-owned subsidiaries Northeast Generation Company ("NGC"), Northeast Generation Service Company ("NGS"), Select Energy, Inc. ("Select"), Mode 1 Communications, Inc. ("Mode 1") and HEC Inc. ("HEC"), and Yankee Energy System, Inc. ("YES"), a wholly-owned public utility holding company subsidiary of NU and its wholly-owned subsidiaries, Yankee Gas Services, Inc., ("Yankee Gas"), Yankee Financial Services, Inc. ("Yankee Financial"), Yankee Energy Services Company ("Yesco"), NorConn Properties, Inc. ("NorConn") and R.M. Services, Inc. ("RMS") , (each of the above companies being an "Applicant" and collectively referred to herein as the "Applicants") submit this application/declaration (the "Application") pursuant to Sections 6(a), 7, 9(a), 10, 12 and 13 of the Act and Rules 43, 45, 52, 90 and 91 thereunder with respect to the extension, from the date of the order requested herein through June 30, 2003 (the "Authorization Period"), of certain authorizations granted by the Commission in prior Commission orders concerning (a) the issuance of notes or commercial paper by certain public utility subsidiaries of NU to evidence short-term borrowings, (b) the respective short-term borrowing limits of the public utility subsidiaries of NU and (c) participation by the Applicants in the NU System Money Pool as described herein. 2. By order dated December 28, 1994 (HCAR No. 26207) and Supplemental Orders dated November 20, 1996 (HCAR 26612), February 11, 1997 (HCAR 26665), March 25, 1997 (HCAR 26692), May 29, 1997 (HCAR 26721), January 16,1998 (HCAR 26816), May 13, 1999 (HCAR 27022), November 17, 1999 (HCAR 27103) and November 15, 2000 (collectively, the "Prior Short-Term Debt Orders"), (a) NU, CL&P, WMECO, PSNH, NAEC, HWP, NNECO, YES and Yankee Gas are currently authorized to make unsecured short-term borrowings, subject to certain limits, through December 31, 2000 and (b) the Applicants authorized to participate in the money pool for companies in the Northeast Utilities System (the "NU System Money Pool"), as more fully described in the application- declaration on Form U-1, as amended, in File No. 70-8875. (FN1) Short-term Borrowing 3. In this Application-Declaration, the Applicants seek an order of the Commission modifying and extending through the Authorization Period the authorization granted in the Prior Short-Term Debt Orders for the short-term borrowing arrangements of NU, CL&P, WMECO, PSNH, NAEC, HWP, NNECO, YES and Yankee Gas (collectively the "Borrowers"). In order to consolidate all orders authorizing financing under one file, the Applicants propose that the Order of the Commission sought herein will supersede the Prior Short-Term Debt Orders, as of the date of such Order. The short-term borrowings for the Borrowers have taken and will take a variety of forms, including short-term notes issued to bank and non-bank lending institutions through formal and informal credit lines ("Short-term Notes"), commercial paper issuances ("Commercial Paper"), loans or open-account advances by NU to certain of its subsidiaries and use of the NU System Money Pool. In addition, the Applicants, propose, through the Authorization Period, to borrow from NU and each other, and to lend to each other, all under the NU System Money Pool, in outstanding principal amounts set forth herein. (FN1) On October 12, 1999, NU and Consolidated Edison, Inc. ("CEI") entered into an Agreement and Plan of Merger whereby the two companies agreed to merge and NU will become a wholly-owned subsidiary of CEI. An application/declaration on Form U-1 concerning the merger is pending before the Commission (see File No. 9613, as amended). In addition, NU and CEI filed an Application/Declaration on Form U-1 on June 30, 2000 concerning the financing activities of the combined companies subsequent to the closing of the merger (see File No. 9711). Among the authorizations requested in file 9711 are short-term debt authorizations and money pool authorization similar, insofar as they relate to the NU System, to the request being made in this file. It is not currently anticipated that the merger will be consummated prior to December 31, 2000, the expiration date of the Prior Short-Term Debt Orders. In the event the merger closes prior to December 31, 2000, this Application will be withdrawn. In the event the merger closes after December 31, 2000, the Order issued in this file will be superseded by the Order issued in File No. 9711 when and if issued. 4. Short-term Notes. The following general terms will be applicable to the financing transactions requested to be authorized hereby. The effective cost of money on borrowings occurring pursuant to the authorization granted under this Application will not exceed 500 basis points over the base rate in effect from time to time of the bank or financial institution identified for such purpose with respect to the relevant financing or, if no such base rate is identified, the base rate in effect from time to time of a representative money center bank. The maturity of debt incurred will not exceed 364 days. Borrowings from banks and other financial institutions may be either unsecured or secured, which security may involve first mortgage bonds or other appropriate collateral. To the extent required, the provision of any collateral to secure debt incurred pursuant to this Application will be approved by applicable state regulatory commissions. Specific terms of any borrowings will be determined by the Borrowers at the time of issuance and will comply in all regards to the parameters of financing authorizations set forth above. A copy of any new note or loan agreement executed pursuant to this Authorization will be filed under cover of the next quarterly report under Rule 24. 5. Commercial Paper. NU, CL&P, WMECO, Yankee Gas and PSNH (each an "Issuer") request authority to sell Commercial Paper through the Authorization Period. Such Commercial Paper may be issued through The Depository Trust Company in the form of book entry notes in denominations of not less than $50,000, of varying maturities, with no maturity more than 270 days after the date of issue. The Commercial Paper will not be repayable prior to maturity. The Commercial Paper will be issued at rates not to exceed the rate per annum prevailing at the time of issuance for commercial paper of comparable qualities and maturities. The Commercial Paper will be sold through a placement agent or agents in a co-managed commercial paper program pursuant to a placement agent agreement at either the discount rate per annum or the interest rate per annum prevailing at the date of issuance for commercial paper of comparable quality and of the particular maturity sold by public utility issuers thereof. No Commercial Paper will be issued unless the Issuer believes that the effective interest cost to the Issuer will be equal to or less than the effective interest rate at which the Issuer could issue Short-Term Notes in an amount at least equal to the principal amount of such Commercial Paper. The placement agent or agents will receive a commission for the sale of the Commercial Paper of not more than 1/8 of 1% per annum, on a discounted basis. The Issuers will publicly issue and sell commercial paper without registration under the Securities Exchange Act of 1933 in reliance upon one or more applicable exemptions from registration thereunder. 6. Use of Proceeds. The proceeds from the short-term borrowings authorized by the Commission pursuant to this Application will be used for (i) general corporate purposes, including investments by and capital expenditures of NU and its subsidiaries, including, without limitation, the funding of future investments in exempt wholesale generators ("EWG"), Foreign Utility Companies ("FUCO"), Rule 58 Subsidiaries, and exempt telecommunications companies ("ETC"), (ii) the repayment, redemption, refunding or purchase by NU or any subsidiary of any of its own securities from non-affiliates pursuant to Rule 42, and (iii) financing working capital requirements of NU and its subsidiaries. 7. NU represents that no financing proceeds will be used to acquire the securities of, or other interests in, any company unless such acquisition has been approved by the Commission in a separate proceeding or is in accordance with an available exemption under the Act or rules thereunder, including Sections 32 and 33 and Rules 53, 54 and 58. NU states that the aggregate amount of proceeds of financing approved by the Commission in this proceeding used to fund investments in EWGs and FUCOs will not, when added to NU's "aggregate investment" (as defined in Rule 53) in all such entities at any point in time, exceed 50% of NU's average "consolidated retained earnings" (also as defined in Rule 53), except for the investment of up to $481 million or 83% of "average consolidated retained earnings" in Northeast Generation Company as was authorized by the Commission in HCAR 27148 (March 7, 2000), without further Commission authorization. Further, NU represents that proceeds of financing utilized to fund investments in Rule 58 Subsidiaries will adhere to the limitations of that rule. Money Pool 8. By the Prior Short-Term Debt Orders, NU, CL&P, WMECO, HWP, NNECO, RR, Quinnehtuk, NUEI, NGC, NGS, Select, Mode 1, HEC, YES, Yankee Gas, Yankee Financial, Yesco, NorConn and RMS (the "Pool Participants") were authorized to participate in the NU System Money Pool. In this Application-Declaration, the Applicants seek an Order of the Commission modifying and extending through the Authorization Period the authorization granted in the Prior Short-Term Debt Orders for their money pool participation and, in order to consolidate all orders authorizing the NU System Money Pool under one file, the Applicants propose that the authorization for the current NU System Money Pool in the Prior Short-Term Debt Orders, be superseded by the Order of the Commission sought herein as of the date of such Order. (FN2) The NU System Money Pool is administered on behalf of the Applicants by NUSCO under the direction of an officer in the NUSCO Treasury Organization. (FN3) The NU System Money Pool currently consists principally of surplus funds received from Pool Participants, including NU. In addition to surplus funds, funds borrowed by NU through the issuance of short-term notes or other borrowings, or by the selling of commercial paper are a source of funds for making loans or open account advances to certain of its subsidiaries through the NU System Money Pool. The amounts to be borrowed by NU for the purpose of making open account advances or to be lent through the NU System Money Pool to the Pool Participants will be subject to the limits on the aggregate short term debt outstanding for which approval is sought in this filing. (FN2) PSNH is authorized by state order to participate in the NU System Money Pool but is currently restricted from lending funds to the NU System Money Pool pursuant to a subsequent order of the New Hampshire Public Utilities Commission (the "NHPUC"), until certain write-offs required by the Conformed Settlement Agreement with the NHPUC regarding electric utility restructuring have been taken by the company. The participation of NAEC in the NU System Money Pool was also approved by the New Hampshire Public Utilities Commission in Order No. 20,416, dated March 19, 1992. Thus the participation of PSNH and NAEC in the NU System Money Pool is exempt from Commission jurisdiction pursuant to Rule 52(a). In addition, WMECO is currently authorized to participate in the NU System Money Pool under the Prior Short-Term Debt Orders but has authorization from the Massachusetts Public Utilities Commission (now the Massachusetts Department of Telecommunications and Energy) to lend funds through the NU System Money Pool only to CL&P, HWP, NNECO, Quinnehtuk and RR. The Applicants request that the Commission reserve jurisdiction over any contributions of funds by WMECO to borrowers other than CL&P, HWP, NNECO, RR and Quinnehtuk, pending completion of the record. Until the time that such an order is received, all lending of funds by WMECO will be documented using grid notes. (FN3) NUSCO is not a member of the NU System Money Pool and seeks authorization to administer the Money Pool solely under Section 13 of the Act and Rules 90 and 91. 9. NU System Money Pool transactions will be designed to match, on a daily basis, the available cash of the Pool Participants and the short-term borrowing requirements of certain Pool Participants (other than NU, YES, NGC and Mode 1 ) which will not participate as borrowers), thereby minimizing the need for short-term borrowings to be made by the Pool Participants from external sources. NU and YES, as public utility holding companies, Mode 1, as an ETC, and NGC, as NU's only EWG, will not be permitted to borrow through the NU System Money Pool. Those Pool Participants in the NU System Money Pool without access to external borrowing facilities will have priority as borrowers from the NU System Money Pool, and all Pool Participants, other than YES, Mode 1 and NGC, will be eligible to borrow through the NU System Money Pool from the proceeds of external borrowings by NU. 10. The funds available to the NU System Money Pool will be loaned on a short-term basis to those Pool Participants, other than NU, YES, Mode 1 and NGC, that have a need for short-term funds, subject to certain limitations described therein. If no such short-term needs match the amount of funds that are available for the period such funds are available, NUSCO will invest the funds directly, or indirectly through investment funds, as described below and allocate the earnings on any such investments among the Pool Participants providing such excess funds on a pro rata basis according to the amount of the funds provided: (i) interest-bearing accounts with banks; (ii) obligations issued or guaranteed by the U.S. government and/or its agencies and instrumentalities, including obligations under repurchase agreements; (iii) obligations issued or guaranteed by any state or political subdivision thereof, provided that such obligations are rated not less than "A" (or "A-1" or "P-1" or their equivalent for short term debt) by a nationally recognized rating agency; (iv) commercial paper rated not less than "A-1" or "P-1" or their equivalent by a nationally recognized rating agency; (v) moneymarket funds; (vi) bank certificates of deposit, (vii) Eurodollar funds; and (viii) such other investments as are permitted by Section 9(c) of the Act and Rule 40 thereunder and, with respect to contributions of WMECO, approved by the Massachusetts Department of Telecommunications and Energy ("MDTE") pursuant to Massachusetts General Laws Chapter 164, Section 17A and the regulations thereunder. 11. All borrowings from and contributions to the NU System Money Pool, including the open account advances, will be documented and will be evidenced on the books of each Pool Participant that is borrowing from or contributing surplus funds to the NU System Money Pool. Any participant contributing funds to the NU System Money Pool may withdraw those funds at any time without notice to satisfy its daily need for funds. Except for loans from the proceeds of external borrowings by NU, all loans will be payable on demand, may be prepaid by any borrowing Pool Participant at any time without premium or penalty and will bear interest for both the borrower and lender, payable monthly, equal to the daily Federal Funds Effective Rate as quoted by the Federal Reserve Bank of New York. Loans from the proceeds of external borrowings by NU will bear interest at the same rate paid by NU on its borrowings, and no such loans may be prepaid unless NU is made whole for any additional costs that may be incurred because of such prepayment. NU will be fully reimbursed for all costs that it incurs in relation to loans made to the Pool Participants. See Exhibit A, Proposed Terms of NU System Money Pool. Proposed Limits on Short-Term Debt 12. NU, CL&P, WMECO, PSNH, NAEC, HWP, NNECO, YES and Yankee Gas also seek an extension of the authorization granted by the Commission in the Prior Short- Term Debt Orders, of their short-term borrowing limits, as set forth below, through the Authorization Period. The aggregate amount of short-term debt requiring Commission approval that will be outstanding at any one time, whether evidenced by short-term notes issued to lending institutions or by commercial paper or through borrowings from the NU System Money Pool pursuant to the authority requested in this Application are as follows: Company Aggregate Limits NU $400 Million CL&P $375 Million WMECO $250 Million PSNH $225 Million NAEC $260 Million HWP $ 5 Million NNECO $ 75 Million YES $ 50 Million Yankee Gas $100 Million 13. The aggregate amount of unsecured short-term debt that can be incurred by CL&P and WMECO is further restricted by the provisions in their respective charters concerning their respective preferred stocks. CL&P and WMECO each have authorization from the holders of their respective preferred stocks (through March 31, 2004 in the case of CL&P and through February 10, 2004 in the case of WMECO) to issue securities representing unsecured indebtedness up to a maximum of 20% of their respective capitalizations. Based on their respective capitalizations as of June 30, 2000, CL&P is limited to an additional $230 million of unsecured indebtedness through short-term debt and WMECO is limited to approximately $ 94 million. In addition, the aggregate amount of short-term debt that can be incurred by NAEC and PSNH is further restricted by New Hampshire Statute and Regulations to an amount equal to 10% of its net fixed plant without further NHPUC approval. Based on PSNH's net fixed plant as of June 30, 2000, PSNH is limited to approximately $68.6 million of indebtedness through short-term debt. Based on NAEC's net fixed plant as of June 30, 2000, NAEC is limited to approximately $53.3 million of indebtedness through short-term debt. As a consequence of their respective short-term limitations, therefore, CL&P, WMECO, PSNH and NAEC would not now be able to have unsecured short-term debt outstanding up to their respective maximum limit for which authorization is requested in this Application. However, to the extent their respective restrictive provisions may eventually permit (or to the extent CL&P, WMECO, PSNH or NAEC wish to issue short-term debt which is secured and therefore not subject to the above restrictions), CL&P, WMECO, PSNH and NAEC wish to have the flexibility to borrow up to their respective requested maximums during the period for which short-term borrowing authorization is sought in this Application. Additionally, NAEC has been granted authorization by the NHPUC to incur debt up to $260 million to accommodate a $200 million 364-day term loan and $60 million for working capital purposes. This debt issued under NHPUC authorization is exempt from Commission authorization under Rule 52(a). PSNH currently has no such order and is not applying to the NHPUC for one. 14. The Pool Participants request that the Commission continue to reserve jurisdiction over the request that there be no limit placed on the NU System Money Pool borrowings of RR, Quinnehtuk, HEC, NUEI, Select, NGS, Yankee Financial, Yesco, RMS and NorConn (the "Nonutility Participants") pending completion of the record. A limit on the Nonutility Participants may result in unnecessary borrowings by the NU system. Such unnecessary borrowings may occur when some Pool Participants have money invested in the NU System Money Pool but other Nonutility Participants need to borrow in excess of pre- established limits. The excess borrowing must be made directly from NU with funds borrowed from external sources while excess funds in the money pool are invested with third parties. This results in an inefficient use of funds by the NU System as a whole. Until such time as the Commission releases such jurisdiction, the aggregate amount of borrowings by each Nonutility Participant that will be outstanding through the NU System Money Pool will not exceed the following limits: YESCo $30 million R.M.S. $10 million NorConn $10 million Yankee Financial $10 million NUEI $100 million NGC $0 NGS $20 million Mode 1 $0 HEC $20 million RR $30 million Quinnehtuk $16 million Select $200 million 15. Subject to the applicable maximum limits, the Applicants intend to renew and extend current short-term borrowings as they mature, to refund such short-term borrowings with other similar short-term borrowings, to repay such short-term borrowings or to increase the amount of their short-term borrowings from time to time. ITEM 2 FEES, COMMISSIONS AND EXPENSES 16. In addition to fees associated with specific borrowing or issuances of commercial paper as set forth in paragraphs 4 and 5 above, the fees, commissions and expenses of the Applicants expected to be paid or incurred, directly or indirectly, in connection with the transactions described above are estimated as follows: Northeast Utilities Service Company (Legal, Financial, Accounting and Other Services) Not in excess of $10,000 ITEM 3 APPLICABLE STATUTORY PROVISIONS 17. The Applicants believe that Sections 6, 7, 9(a), 10, 12 and 13 of the Act and Rules 43, 45, 52, 90 and 91 thereunder are applicable to the transactions contemplated by this Application. 18. Within 45 days after the end of each calendar quarter, the Applicants will file certificates of partial consummation describing their borrowings through the NU System Money Pool and the issue and sale of short-term notes and commercial paper during that quarter pursuant to the authority requested herein. Such certificates will show the names of the borrowers, the dates and amounts of all new borrowings, the names of the lenders, the maximum amount of notes outstanding to lending institutions and the NU System Money Pool and the total amount of notes outstanding to lending institutions and the NU System Money Pool at the end of the quarter. All other terms, conditions, limitations and reporting obligations contained in the Prior Short-Term Debt Orders will apply to the proposed transactions. In addition, NUSCO will continue to administer the NU System Money Pool under the existing terms of the Money Pool, as previously approved by the Commission in November 2000. ITEM 4 REGULATORY APPROVALS 19. The approval of the MDTE is required pursuant to C.164, Section 17A of the Massachusetts General Laws for the lending of funds by WMECO to the NU System Money Pool. The MDTE (formerly the Massachusetts Public Utilities Commission) granted such approval on October 29, 1986 as to lending of funds to CL&P, HWP, NNECO, Quinnehtuk and RR. Until further MDTE authorization is granted, WMECO may not lend its funds to other companies through the NU System Money Pool. 20. NHPUC Order No. 23,550, dated September 8, 2000, authorizes PSNH to contribute funds to the NU System Money Pool once certain write-offs required by the Conformed Settlement Agreement regarding electric utility restructuring are taken by PSNH. The NHPUC approved NAEC's participation in the NU System Money Pool in Order No. 20,416, dated March 19, 1992. In addition, neither PSNH nor NAEC may issue short-term debt in excess of 10% of its net fixed plant without prior NHPUC Commission approval. 21. To the extent any Applicant issues secured debt, the granting of such security may be subject to an order from the relevant state utility commission. ITEM 5 PROCEDURE 22. The Applicants hereby request that the Commission publish a notice under Rule 23 with respect to the filing of this Application as soon as practicable and that the Commission's order be issued as soon as possible. A form of notice suitable for publication in the Federal Register is attached hereto as Exhibit h.1. The Applicants respectfully request the Commission's approval, pursuant to this Application, of all transactions described herein, whether under the sections of the Act and Rules thereunder enumerated in Item 3 or otherwise. It is further requested that the Commission issue an order authorizing the transactions proposed herein at the earliest practicable date. Additionally, the Applicants (i) request that there not be any recommended decision by a hearing officer or by any responsible officer of the Commission, (ii) consent to the Office of Public Utility Regulation within the Division of Investment Management assisting in the preparation of the Commission's decision, and (iii) waive the 30-day waiting period between the issuance of the Commission's order and the date on which it is to become effective, since it is desired that the Commission's order, when issued, become effective immediately. Other Matters 23. Except in accordance with the Act, neither NU nor any subsidiary thereof (a) has acquired an ownership interest in an exempt wholesale generator ("EWG") or a foreign utility company ("FUCO") as defined in Sections 32 and 33 of the Act, or (b) now is or as a consequence of the transactions proposed herein will become a party to, or has or will as a consequence of the transactions proposed herein have a right under, a service, sales, or construction contract with an EWG or a FUCO. None of the proceeds from the transactions proposed herein will be used by NU and its subsidiaries to acquire any securities of, or any interest in, an EWG or a FUCO. 24. NU currently meets all of the conditions of Rule 53(a),except for clause (1). At June 30, 2000, NU's "aggregate investment," as defined in Rule 53(a)(1), in EWGs and FUCOs was approximately $469.5 million, or approximately 76.3% of NU's average "consolidated retained earnings," also as defined in Rule 53(a)(1), for the four quarters ended June 30, 2000 ($615.3 million). With respect to Rule 53(a)(1), however, the Commission has determined that NU's financing of its investment in Northeast Generation Company ("NGC"), NU's only current EWG or FUCO in an amount not to exceed $481 million or 83% of "average consolidated retained earnings" would not have either of the adverse effects set forth in Rule 53(c). See Northeast Utilities, Holding Company Act Release No. 27148, dated March 7, 2000. NU continues to assert that its EWG investment in NGC will not adversely affect the System. 25. In addition, NU and its subsidiaries are in compliance with the other provisions of Rule 53(a) and (b), as demonstrated by the following determinations: (i) NGC maintains books and records, and prepares financial statements in accordance with Rule 53(a)(2). Furthermore, NU has undertaken to provide the Commission access to such books and records and financial statements, as it may request; (ii) No employees of NU's public utility subsidiaries have rendered services to NGC; (iii) NU has submitted (a) a copy of each Form U-1 and Rule 24 certificate that has been filed with the Commission under Rule 53 and (b) a copy of Item 9 of the Form U5S and Exhibits G and H thereof to each state regulator having jurisdiction over the retail rates of NU's public utility subsidiaries; (iv) Neither NU nor any subsidiary has been the subject of a bankruptcy or similar proceeding unless a plan of reorganization has been confirmed in such proceeding; (v) NU's average CREs for the four most recent quarterly periods have not decreased by 10% or more from the average for the previous four quarterly periods; and (vi) In the previous fiscal year, NU did not report operating losses attributable to its investment in EWGs/FUCOs exceeding 3 percent of NU's consolidated retained earnings. ITEM 6 EXHIBITS AND FINANCIAL STATEMENTS 26. The following additional exhibits and financial statements are filed herewith: (a) Exhibits A Proposed Terms of the NU Money Pool (Revised November 2000)* F Opinion of Counsel G Financial Data Schedule* H Form of Notice* (b) Financial Statements* ITEM 7 INFORMATION AS TO ENVIRONMENTAL EFFECTS 27. None of the matters that are the subject of this Application involve a "major federal action" nor do they "significantly affect the quality of the human environment" as those terms are used in Section 102(2)(C) of the National Environmental Policy Act. None of the proposed transactions that are the subject of this Application will result in changes in the operation of the Applicants that will have an impact on the environment. The Applicants are not aware of any federal agency which has prepared or is preparing an environmental impact statement with respect to the transactions proposed herein. SIGNATURE Pursuant to the requirements of the Public Utility Holding Company Act of 1935, the Applicants have duly caused this Application-Declaration to be signed on their behalf by the undersigned thereunto duly authorized. Northeast Utilities Northeast Utilities Service Company The Connecticut Light and Power Company Western Massachusetts Electric Company Public Service Company of New Hampshire North Atlantic Energy Corporation Holyoke Water Power Company Northeast Nuclear Energy Company Yankee Energy System, Inc. Yankee Gas Services, Inc. The Rocky River Company The Quinnehtuk Company NU Enterprises, Inc. Northeast Generation Company Northeast Generation Service Company Select Energy, Inc. Mode 1 Communications, Inc. HEC Inc. Yankee Financial Services, Inc. Yankee Energy Services Company NorConn Properties, Inc. R.M. Services, Inc. By: /s/Randy A. Shoop Name: Randy A. Shoop Title: Assistant Treasurer-Finance Northeast Utilities Service Company as Agent for all of the above named companies November 29, 2000 EX-5 2 0002.txt EXHIBIT F-OPINION OF COUNSEL EXHIBIT F November 29, 2000 Securities and Exchange Commission 450 Fifth Street, N.W. Judiciary Plaza Washington, D.C. 20549 Re: Northeast Utilities et al. File No. 70-9755 Ladies and Gentlemen: I am Assistant General Counsel of Northeast Utilities Service Company("NUSCO"), a service company affiliate of Northeast Utilities ("NU"). In connection with the transactions contemplated by the Application/Declaration, as amended, in the above referenced file (the "Application"), I have acted as counsel to NU, The Connecticut Light and Power Company ("CL&P"), Western Massachusetts Electric Company ("WMECO"), Holyoke Water Power Company ("HWP"), Public Service Company of New Hampshire ("PSNH"), North Atlantic Energy Corporation ("NAEC") Yankee Energy System, Inc. ("YES") and Yankee Gas Services Company ("Yankee Gas") and the other applicants described therein (collectively, the "Applicants"). This opinion is given to you with respect to the transactions described in the Application pursuant to your Instructions as to Exhibits to applications and declarations filed on Form U-1. Except as otherwise defined herein, terms used herein shall have the meanings given them in the Application. In connection with this opinion, I have reviewed or caused to be reviewed the Application, and the exhibits thereto, the Applicants' charter documents, as amended to the date of this opinion, the proceedings of their shareholders and boards of directors to date and such other papers, documents and records, and have made or caused to be made such examination of law, as I have deemed relevant and necessary in order to give this opinion. I have assumed that in respect of the Application an appropriate order of the Commission under the Public Utility Holding Company Act of 1935 will be issued and all actions of the Applicants will be in conformity therewith. The opinions set forth herein are qualified in their entirety as follows: (a) every opinion rendered herein is expressly subject to the consummation of such transactions in accordance with the Application; (b) no opinion is expressed as to any laws other than the federal laws of the United States and the laws of the States of Connecticut and New Hampshire and of the Commonwealth of Massachusetts; (c) insofar as any opinion relates to the Declaration of Trust of NU or the Certificate of Incorporation or Bylaws of any other Applicant, I have assumed that the Declaration of Trust and that Certificate and those Bylaws will not be amended between now and the time the transactions contemplated by the Application are consummated; and (d) no opinion is expressed as to the securities laws of any state. Based on and subject to the foregoing, I am of the opinion that: 1. All state laws applicable to each of the transactions for which the Commission's approval is sought in the Application will have been complied with at the time each transaction is consummated. 2. Each of the Applicants are validly organized and duly existing under the laws of their respective state of organization and any debt securities issued by any such Applicant pursuant to the authorization sought in the Application will be the valid and binding obligations of such company. 3. Debt securities acquired by the Applicants through the NU System Money Pool pursuant to the authorization sought in the Application will be legally acquired. 4. The consummation of the transactions for which the Commission's approval is sought in the Application will not violate the legal rights of the holders of any securities issued by any of the Applicants or any associate company of such Applicants. I hereby consent to the use of this opinion in connection with the filing of the Application. I am a member of the Bar of the State of New York. As to matters involving the laws of other jurisdictions, I have made a study of such laws and consulted with lawyers employed by NUSCO who are admitted to the Bars of such other jurisdictions. Very truly yours, /S/Jeffrey C. Miller Assistant General Counsel Northeast Utilities Service Company -----END PRIVACY-ENHANCED MESSAGE-----