-----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, Aw0qhcQq/Kg+FfMxT8J0qVLwkl7lAQQecnwcFnmfoiRSRix8T5hyyX3a4Rvj+89u /0OEHxCnJzkUcUeuyMslKw== 0000072741-97-000137.txt : 19971124 0000072741-97-000137.hdr.sgml : 19971124 ACCESSION NUMBER: 0000072741-97-000137 CONFORMED SUBMISSION TYPE: POS AMC PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19971121 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: NORTHEAST UTILITIES SYSTEM CENTRAL INDEX KEY: 0000072741 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 042147929 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AMC SEC ACT: SEC FILE NUMBER: 070-08875 FILM NUMBER: 97726412 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 POS AMC 1 POST-EFF. AMENDMENT NO. 7 TO FORM U-1 FILE NO. 70-8875 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 7 (AMENDMENT NO. 9) TO FORM U-1 APPLICATION/DECLARATION WITH RESPECT TO (1) PROPOSED REVOLVING CREDIT FACILITY FOR NORTHEAST UTILITIES ("NU"), THE CONNECTICUT LIGHT AND POWER COMPANY ("CL&P") AND WESTERN MASSACHUSETTTS ELECTRIC COMPANY ("WMECO") AND (2) INCREASES AND EXTENSIONS OF SHORT-TERM BORROWING LIMITS OF NU, CL&P, WMECO, PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE, HOLYOKE WATER POWER COMPANY AND NORTH ATLANTIC ENERGY CORPORATION UNDER THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 Northeast Utilities The Connecticut Light Western Massachusetts Electric Company and Power Company 174 Brush Hill Avenue 107 Selden Street West Springfield, MA 01090-0010 Berlin, CT 06037 Holyoke Water Power Company Public Service Company of New Hampshire Canal Street North Atlantic Energy Corporation Holyoke, MA 01040 1000 Elm Street Manchester, NH 03015 (Name of companies filing this statement and addresses of principal executive offices) NORTHEAST UTILITIES (Name of top registered holding company) Robert P. Wax, Esq. Vice President, Secretary and General Counsel Northeast Utilities Service Company 107 Selden Street Berlin, CT 06037 (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, Esq. David R. McHale Assistant General Counsel Assistant Treasurer - Finance Northeast Utilities Service Company Northeast Utilities Service Company 107 Selden Street 107 Selden Street Berlin, CT 06037 Berlin, CT 06037 Richard C. MacKenzie, Esq. Day, Berry & Howard CityPlace I Hartford, CT 06103-3499 BACKGROUND 1. By Order dated November 20, 1996 (HCAR No. 35-26612), Supplemental Order dated February 11, 1997 (HCAR No. 35-26665), Supplemental Order dated March 25, 1997 (HCAR No. 35-26692) and Supplemental Order dated May 29, 1997 (HCAR 35-26721) in this File No. 70-8875 (collectively, the "Orders"), the Commission, among other things, authorized Northeast Utilities ("NU"), The Connecticut Light and Power Company ("CL&P"), Western Massachusetts Company ("WMECO") and Public Service Company of New Hampshire ("PSNH") to issue short-term notes from time to time through December 31, 2000 pursuant to formal and informal lines of credit. Pursuant to the Orders, each borrower has its own maximum outstanding borrowing limit which, in the case of NU, is $150 million. 2. Primarily because of the financial impact of the increased costs associated with the current nuclear outages on the NU system and other difficulties related to the Millstone nuclear generating units), NU is currently unable to borrow under the existing revolving credit facility ("Existing Revolver") which was entered into pursuant to the Orders. Reference is made to Exhibit B.4(a) in this file. In accordance with the authority granted by the Orders relating to the issuance of short-term debt, NU is negotiating with a lender to enter into a supplementary revolving credit facility in the aggregate principal amount of up to $25 million which would have less restrictive terms and conditions than the Existing Revolver. Advances from this credit facility will be used to meet NU's debt service requirements under its ESOP and to support its other financial requirements until such time as NU begins to receive dividends from its subsidiaries again. The purpose of this Amendment is to seek authorization to increase the interest rate applicable to short-term borrowings by NU to an amount not to exceed the greater of (i) four percentage points over the LIBOR rate and (ii) three percentage points over the lender's base rate. The current maximum interest rate under the Orders is two percentage points above the Federal Funds Effective Rate, and the bank with whom NU is negotiating has sought an interest rate which could exceed the cap specified in the Orders. 3. The Orders also authorize the payment of fees by NU pursuant to formal and informal credit lines in an amount not to exceed 0.30% per annum. NU is hereby filing this Amendment to obtain authorization to increase the maximum annual fee payment to an amount not to exceed 1.00% per annum. AMENDMENTS TO THE APPLICATION To reflect the foregoing, the Application/Declaration in this proceeding is further amended as follows: 4. The second sentence of paragraph 23 is deleted and replaced with the following to take into account the proposed increase in interest payments by NU under the supplemental revolving credit facility: "The interest rate in any case will not exceed two percentage points above the Federal Funds Effective Rate, except that in the case of short-term notes issued by NU, the interest rate will not exceed the higher of four percentage points over the LIBOR rate and three percentage points over the Lender's base rate." 5. The third sentence of paragraph 25 is deleted and replaced with the following to take into account the proposed increase in annual fees to be paid by NU: "Compensating balance requirements will not exceed 5% of the committed line amount, and fees will not exceed 30 basis points per annum, except that in the case of short-term notes issued by NU, fees will not exceed 100 basis points per annum." 6. The following additional exhibits and financial statements are filed herewith: (a) Exhibits *F.3 Opinion of Counsel G.2 Financial Data Schedule for NU (parent company only) * To be filed by further post-effective amendment (b) Financial Statements 1. Northeast Utilities 1.1 Balance Sheet, per books and pro forma, as of September 30, 1997. 1.2 Statement of Income, per books and pro forma, for 12 months ended September 30, 1997 and Capital Structure, per books and pro forma, as of September 30, 1997. SIGNATURES Pursuant to the requirements of the Public Utility Holding Company Act of 1935, as amended, the undersigned have duly caused this Amendment to be signed on behalf of each of them by the undersigned thereunto duly authorized. Date: November 20, 1997 NORTHEAST UTILITIES THE CONNECTICUT LIGHT AND POWER COMPANY WESTERN MASSACHUSETTS ELECTRIC COMPANY PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE HOLYOKE WATER POWER COMPANY NORTH ATLANTIC ENERGY CORPORATION By: /s/ David R. McHale ---------------------- David R. McHale Assistant Treasurer - Finance EX-27 2 EXHIBIT G.2 TO POST-EFF. AMEND. 7 TO FORM U-1
OPUR1 1000 SEP-30-1997 SEP-30-1997 SEP-30-1997 SEP-30-1997 YEAR YEAR PER-BOOK PRO-FORMA 0 0 2,345,372 2,345,372 31,650 56,275 2,487 2,487 0 0 2,379,509 2,404,134 684,003 684,003 933,080 933,080 701,707 699,762 2,161,284 2,159,339 0 0 0 0 188,000 188,000 0 25,000 0 0 0 0 16,000 16,000 0 0 0 0 0 0 14,225 15,795 2,379,509 2,404,134 0 0 (10,834) (11,679) 9,852 10,227 (982) (1,452) 982 1,452 (156,315) (156,315) (155,333) (154,863) 19,717 22,132 (175,050) (176,995) 0 0 (175,050) (176,995) 64,210 64,210 17,910 17,910 0 0 (1.36) (1.37) (1.36) (1.37)
EX-99 3 FINANCIAL STATEMENTS (ITEMS 6(B)1.1 AND 6(B)1.2) NORTHEAST UTILITIES (PARENT) BALANCE SHEET AS OF SEPTEMBER 30, 1997 (THOUSANDS OF DOLLARS) FINANCIAL STATEMENT 1.1 PAGE 1 OF 2 PRO FORMA GIVING EFFECT PRO FORMA TO PROPOSED PER BOOK ADJUSTMENTS* TRANSACTION ASSETS OTHER PROPERTY AND INVESTMENTS: INVESTMENTS IN SUB. CO'S AT EQUITY $2,323,774 $2,323,774 INVESTMENTS IN TRANSMISSION COMPANIES, AT EQUITY 21,191 21,191 OTHER, AT COST 407 407 ----------- ------------ ------------ TOTAL OTHER PROPERTY & INVESTMENTS 2,345,372 0 2,345,372 CURRENT ASSETS: CASH AND SPECIAL DEPOSITS 10 24,625(a) 24,635 NOTES REC. FROM AFF. CO'S 29,900 29,900 NOTES AND ACCOUNTS REC. 699 699 ACCOUNTS REC. FROM AFF. CO'S 641 641 PREPAYMENTS 400 400 ----------- ------------ ------------ TOTAL CURRENT ASSETS 31,650 24,625 56,275 ----------- ------------ ------------ DEFERRED CHARGES: ACCUMULATED DEF.INCOME TAXES 2,173 2,173 UNAMORTIZED DEBT EXPENSE 267 267 OTHER 47 47 ----------- ------------ ------------ TOTAL DEFERRED CHARGES 2,487 0 2,487 ----------- ------------ ------------ TOTAL ASSETS $2,379,509 $24,625 $2,404,134 *EXPLANATION AT FINANCIAL STATEMENT 1.2 PAGE 3 OF 3 NORTHEAST UTILITIES (PARENT) BALANCE SHEET AS OF SEPTEMBER 30, 1997 (THOUSANDS OF DOLLARS) FINANCIAL STATEMENT 1.1 PAGE 2 OF 2 PRO FORMA GIVING EFFECT PRO FORMA TO PROPOSED PER BOOK ADJUSTMENTS* TRANSACTION CAPITALIZATION AND LIABILITIES CAPITALIZATION: COMMON SHARES $684,003 $684,003 CAPITAL SURPLUS, PAID IN 933,080 933,080 DEF. BENEFIT PLAN - ESOP (157,506) (157,506) RETAINED EARNINGS 701,707 (1,945) 699,762 ----------- ------------ -------------- TOTAL COMMON STOCKHOLDER'S EQUITY 2,161,284 (1,945) 2,159,339 LONG-TERM DEBT,NET 188,000 188,000 ----------- ------------ --------------- TOTAL CAPITALIZATION 2,349,284 (1,945) 2,347,339 CURRENT LIABILITIES: NOTES PAYABLE TO BANK 0 25,000 (a) 25,000 ACCOUNTS PAYABLE 1,939 1,939 ACCOUNTS PAYABLE TO AFF. CO' 516 516 CURR. POR. OF LONG-TERM DEBT 16,000 16,000 ACCRUED INTEREST 4,840 2,415 (b) 7,255 ACCRUED TAXES 6,356 (845)(c) 5,511 OTHER 130 130 ------------ ------------ -------------- TOTAL CURRENT LIABILITIES 29,781 26,570 56,351 DEFERRED CREDITS: OTHER 444 444 ----------- ------------- --------------- TOTAL DEFERRED CREDITS 444 0 444 ----------- ------------- --------------- TOTAL CAPITALIZATION AND LIABILITIES $2,379,509 $24,625 $2,404,134 *EXPLANATION AT FINANCIAL STATEMENT 1.2 PAGE 3 OF 3 NORTHEAST UTILITIES (PARENT) INCOME STATEMENT FOR 12 MONTHS ENDED SEPTEMBER 30, 1997 (THOUSANDS OF DOLLARS) FINANCIAL STATEMENT 1.2 PAGE 1 OF 3 PRO FORMA GIVING EFFECT PRO FORMA TO PROPOSED PER BOOK ADJUSTMENTS* TRANSACTION OPERATING REVENUE $0 $0 $0 ----------- -------------- ------------- OPERATING EXPENSES: OPERATION EXPENSE 9,788 375(a) 10,163 FED. AND STATE INCOME TAXES (10,834) (845)(c) (11,679) TAXES OTHER THAN INCOME TAXES 64 64 ----------- -------------- ------------- TOTAL OPERATING EXPENSES (982) (470) (1,452) ----------- -------------- ------------- OPERATING INCOME 982 470 1,452 ----------- -------------- ------------- OTHER INCOME (LOSS): EQUITY IN EARNINGS OF SUBS. (161,118) (161,118) EQUITY IN EARNINGS OF TRANSMISSION COMPANIES 3,019 3,019 OTHER, NET 1,784 1,784 ------------ ------------- ------------- OTHER LOSS, NET (156,315) 0 (156,315) ------------ ------------- -------------- LOSS BEFORE INTEREST CHARGES (155,333) 470 (154,863) ------------ ------------- -------------- INTEREST CHARGES: INTEREST ON LONG-TERM DEBT 17,910 17,910 OTHER INTEREST 1,807 2,415 (b) 4,222 ------------ ------------- -------------- TOTAL INTEREST CHARGES 19,717 2,415 22,132 ------------ ------------- -------------- NET INCOME (175,050) (1,945) (176,995) ------------ ------------- -------------- EARNINGS FOR COMMON SHARES (175,050) (1,945) (176,995) EARNINGS PER COMMON SHARE -1.36 -1.37 COMMON SHARES OUTSTANDING (AVERAGE) 129,122,239 129,122,239 *EXPLANATION AT FINANCIAL STATEMENT 1.2 PAGE 3 OF 3 NORTHEAST UTILITIES (PARENT) CAPITAL STRUCTURE AS OF SEPTEMBER 30, 1997 (THOUSANDS OF DOLLARS) FINANCIAL STATEMENT 1.2.1 PAGE 2 OF 3 PER BOOK ADJUSTED TO PRO FORMA REFLECT % PER BOOK ADJUSTMENT PRO FORMA % DEBT: LONG-TERM DEBT $204,000 $204,000 ---------- ----------- ----------- TOTAL DEBT 8.6% 204,000 204,000 8.6% COMMON EQUITY: COMMON SHARES 684,003 684,003 CAPITAL SURPLUS, PAID IN 933,080 933,080 DEFERRED BENEFIT PLAN -ESOP (157,506) (157,506) RETAINED EARNINGS 701,707 (1,945) 699,762 ----------- ----------- ------------ TOTAL COMMON STOCKHOLDER'S EQUITY 91.4% 2,161,284 (1,945) 2,159,339 91.4% ------------ ----------- ------------ TOTAL CAPITAL 100.0% $2,365,284 (1,945) $2,363,339 100.0% EXPLANATION OF ADJUSTMENTS (THOUSANDS OF DOLLARS) FINANCIAL STATEMENT 1.2 PAGE 3 OF 3 DEBIT CREDIT (a) CASH $24,625 OPERATION EXPENSE 375 NOTES PAYABLE TO BANK $25,000 To record the borrowing of up to the entire $25 million available to the company under the additional facility and related structuring fees. (b) OTHER INTEREST EXPENSE 2,415 ACCRUED INTEREST 2,415 To record interest expense on the additional proposed borrowing at LIBOR as of 1/10/97 [5.66%] + 4.00% $25,000 x 9.66% = 2,415 (c) ACCRUED TAXES 845 FEDERAL AND STATE INCOME TAX EXPENSE 845 To record the reduction in income taxes due to the higher interest expense: $2,415 x 35.00% = 845 -----END PRIVACY-ENHANCED MESSAGE-----