-----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, JtGMweXcXr2w/LKG+SuXnhKndqDKl0U4CnSETfIcUDKtSRKaEJTotUGQ8a9G7ZDu kPrUxd8BNjt6//4zEOH3tA== 0000898080-94-000014.txt : 19940308 0000898080-94-000014.hdr.sgml : 19940308 ACCESSION NUMBER: 0000898080-94-000014 CONFORMED SUBMISSION TYPE: POS AMC PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19940307 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NORTHEAST UTILITIES CENTRAL INDEX KEY: 0000072741 STANDARD INDUSTRIAL CLASSIFICATION: 4911 IRS NUMBER: 042147929 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AMC SEC ACT: 35 SEC FILE NUMBER: 070-08062 FILM NUMBER: 94514816 BUSINESS ADDRESS: STREET 1: 174 BRUSH HILL AVE CITY: WEST SPRINGFIELD STATE: MA ZIP: 01090-0010 BUSINESS PHONE: 2036655000 MAIL ADDRESS: STREET 1: 107 SELDON ST CITY: BERLIN STATE: CT ZIP: 06037-1616 POS AMC 1 POST EFFECTIVE AMENDMENT NO. 7 FILE NO.: 70-8062 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _____________________________________ POST-EFFECTIVE AMENDMENT NO. 7 TO THE FORM U-1 APPLICATION AND DECLARATION UNDER THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 ___________________________________ NORTHEAST UTILITIES 174 Brush Hill Avenue West Springfield, Massachusetts 01089 CHARTER OAK ENERGY, INC. COE DEVELOPMENT CORPORATION 107 Selden Street Berlin, CT 06037-1616 (Name of company filing this statement address of principal executive offices) NORTHEAST UTILITIES (Name of top registered holding Company parent of each applicant or declarant) Jeffrey C. Miller, Esq. Assistant General Counsel NORTHEAST UTILITIES SERVICE COMPANY P.O. Box 270 Hartford, Connecticut 06141-0270 (Name and address of agent for services) The Commission is requested to mail copies of all orders, notices and communications to: The Commission is requested to Mail copies of all orders, Notices and communications to: William S. Lamb, Esq. Jeffrey C. Miller, Esq. LeBoeuf, Lamb, Greene & MacRae Assistant General Counsel 125 W. 55th Street NORTHEAST UTILITIES SERVICE COMPANY New York, New York 10019-4513 P.O. Box 270 Hartford, Connecticut 06141-0270 Northeast Utilities ("NU"), West Springfield, Massachusetts, a registered holding company, and its wholly owned subsidiaries, Charter Oak Energy, Inc. ("Charter Oak") and COE Development Corporation ("COE Development"), both located in Berlin, Connecticut, (collectively the "Applicants") hereby file this post-effective amendment to their Application and Declaration on Form U-1 (HCAR. 25726; December 30, 1992; File No. 70-8062), previously amended on January 24, 1994 (HCAR 25977; File No. 70-8062). The Applicants are filing this post-effective amendment in order to request (1) authority to issue guarantees and assume the liabilities of subsidiary companies in connection with the financing of development activities and in connection with contingent liabilities subsequent to operation for certain exempt wholesale generator ("EWG") and foreign utility company ("FUCO") projects; and (2) authority for the use of Charter Oak employees and other service company employees within the limits set forth herein for the rendering of services to affiliated EWGs and FUCOs. In the order that was issued to the Applicants on January 24, 1994 (HCAR 25977; File No. 70-8062) (the "January 1994 Order") following the filing of Post-Effective Amendment No. 6 to their Application and Declaration on Form U-1, the Applicants were granted authority to engage in preliminary development and financing activities, including the issuance of guarantees and assumption of liabilities of subsidiary companies, in amounts up to $100 million through December 31, 1994 as long as such activities are carried out in accordance with the terms of the Public Utility Holding Company Act of 1935 (the "Act") and the rules promulgated thereunder. In the January 1994 Order, the Commission reserved jurisdiction over the two issues for which authority is being requested in this amendment. I. In order to request authority for the Applicants to issue guarantees and assume liabilities in connection with development activities and in connection with contingent liabilities subsequent to commencement of operation only for projects in which the Applicants can acquire an interest without prior Commission approval ("Exempt Projects") under the Energy Policy Act of 1992 ("EPA"), the Applicants hereby amend ____________________ For purposes of this Amendment, the term Exempt Projects shall include FUCOs only to the extent that Commission approval for the acquisition or financing of any such entity by the Applicants is not required under the Act and applicable rules and regulations thereunder as then in effect. and restate paragraph C of Item 1 of Post-Effective Amendment No. 6 as follows: Item 1. Description of Proposed Transaction C. Request for Expansion of Authority for Activities Relating to Preliminary Development, Development and Operation Pursuant to the January 1994 Order, the Applicants received authority to expand the scope of their permissible preliminary development activities to permit them to issue guarantees and assume the liabilities of subsidiary companies. In accordance with the terms of this order, any guarantees and assumptions of liability made for projects requiring prior Commission approval ("Non-Exempt Projects") will be limited to preliminary development activities and will not include guarantees relating to construction financing or permanent financing. The total value of such guarantees and assumptions of liability outstanding at any time will not exceed $20 million. The term of any such guarantee or assumption of liability will not exceed five years. Until such time as there is no possibility of a claim against Charter Oak or Northeast, the full contingent amount of any guarantees or assumptions of liabilities will be counted as part of the authorized development activities limit authorized in the January 1994 Order. ____________________ Such guarantees and assumptions of liabilities may include bid bonds, earnest money, reimbursement obligations to parties providing letters of credit, performance bonds and material and payment bonds. Similarly, in connection with Exempt Projects, the full contingent amount of guarantees and assumptions of liability made for preliminary development activities for EWGs and FUCOs will be counted as part of the development activities limit authorized in the January 1994 Order. The Applicants hereby seek authority under Rule 53 of the Act, as promulgated in the EPA, to issue guarantees and assume the liabilities of subsidiary companies for development activities, including construction and permanent financing, and for contingent liabilities subsequent to operation with regard to Exempt Projects. Charter Oak has found that on occasion such guarantees and assumptions of liability may provide them with opportunities to participate in private power opportunities on a favorable basis without expending funds. Again, until such time as there is no possibility of a claim against Charter Oak or NU, the full contingent amount of any such guarantees and assumptions of liability will be counted as part of the investment activities limit authorized in the January 1994 Order. II. In order to request authority for the Applicants to use Charter Oak employees and other service company employees, the Applicants hereby amend and restate paragraph H of Item 1 of Post-Effective Amendment No. 6 as follows: Item 1. Description of Proposed Transaction H. Compliance with Safe Harbor Provisions In accordance with the provisions of the January 1994 Order, the Applicants will comply with the provisions of Rule 53(a) (1)-(4) and (b)(1)-(3) of the Act in connection with any activity engaged in pursuant to the authority granted therein. The Applicant will take the steps mentioned in the January 1994 Order to ensure compliance with Section 32 of the Act and Rule 53. The Applicants are not requesting approval for the use of system operating company employees for the rendering of services to affiliated EWGs and FUCOs, and no such use of employees will occur without prior Commission approval unless expressly permitted under the Act. To the extent that any such services are necessary, the Applicants hereby request authority to have such services performed by Charter Oak employees (who are employees of Northeast Utilities Service Company) or other service company employees provided that no more than 0.5% of the total NU holding company system employees and no more than 1% of the NU system service company employees at any one time may be engaged in the performance of such services to affiliated EWGs or FUCOs. To the extent that any calculation of employee time and use is required, it will be made on a full time equivalent basis. Rule 87 of the Act as currently written contains a general exemption for intrasystem service sales and construction contracts. In September 1993, the Commission issued proposed rules to revise Rule 87 to exclude intrasystem contracts involving EWGs and FUCOs from the general exemption in order to "ensure that necessary personnel and other resources are not improperly shifted from the system's core utility business to EWG or foreign utility company activities." The comment period for these proposed rules has expired but the Commission has not promulgated any rules, or taken any other action with regard to these proposed rules. In its comment letter on the proposed rules, NU requested a modification of the proposed revision to Rule 87 to allow for a partial safe harbor for contracts employing a de minimis percentage of system employees. It is this de minimis amount (no more than 0.5% of the total holding company system employees and no more than 1% of the system service company employees) that the Applicants hereby agree to set as the upper limit on the number of service company employees who will engage in the rendering of services to affiliated EWGs and FUCOs at any one time under the authority being requested. The Applicants believe that this de minimis amount of employees will not interfere with the system's core utility business in any way. ____________________ HCAR No. 25887, September 23, 1993. Item 6. EXHIBITS a) Exhibits G.1 Proposed Form of Notice SIGNATURE Pursuant to the requirements of the Public Utility Holding Company Act of 1935, the undersigned companies have duly caused this Amendment to be signed on their behalf by the undersigned thereunto duly authorized. NORTHEAST UTILITIES CHARTER OAK ENERGY, INC. COE DEVELOPMENT CORPORATION By: /s/ _________________________________ William S. Lamb LeBoeuf, Lamb, Greene & MacRAe A Partnership Including Professional Corporations 125 W. 55th Street New York, NY 10019-4513 Attorney for Northeast Utilities, Charter Oak Energy, Inc. and COE Development Corporation Date: March 7, 1994 EX-99.1NOTICE 2 PROPOSED NOTICE SECURITIES AND EXCHANGE COMMISSION (Release No. 35- ) Filings Under the Public Utility Holding Company Act of 1935 _____________________, 1994 Northeast utilities, Charter Oak Energy, Inc. and COE Development Corporation (70-8062) Northeast Utilities ("NU"), West Springfield, Massachusetts, a registered holding company, and its wholly owned subsidiaries, Charter Oak Energy, Inc. ("Charter Oak") and COE Development Corporation ("COE Development"), both located in Berlin, Connecticut, (collectively, the "Applicants") have filed a post-effective amendment to their Application and Declaration on Form U-1 (HCAR. 25726; December 30, 1992; File No. 70-8062), previously amended on January 24, 1994 (HCAR 25977; File No. 70- 8062) (the "Amendment"). Under this Amendment, NU and Charter Oak request approval under Sections 6(a), 7, 9(a), 10, 12, 32 and 33 of the Public Utility Holding Company Act of 1935 (the "Act") and Rules 45 and 53 thereunder, for a modification of the authority previously granted to the Applicants in the Securities and Exchange Commission's (the "Commission") order dated January 24, 1994 (HCAR. 25977; File No. 70-8062) (the "January 1994 Order") to include the authority to issue guarantees and assume the liabilities of subsidiary companies in connection with the financing of development activities and contingent liabilities subsequent to operation for certain EWG and FUCO projects, and to use a de minimis number of Charter Oak employees and other service company employees for the rending of services to affiliated EWGs and FUCOs. Jurisdiction over these issues was reserved in the January 1994 Order. Pursuant to the January 1994 Order, Charter Oak and COE Development are authorized to finance the acquisition of exempt wholesale generators ("EWGs") without prior Commission approval to the extent that such authorization is not required under the Act and Rule 53 thereunder and Charter Oak and COE Development are also authorized to invest in and finance the acquisition of foreign utility companies ("FUCOs") without prior Commission approval to the extent that such approval is not required under the Act, and any applicable rules and regulations promulgated thereunder. Pursuant to the January 1994 Order, NU's authorized investment limit in Charter Oak for the period from January 1, 1993 to December 31, 1994 is $100 million, in that period Charter Oak's authorized investment in COE Development is $100 million and Charter Oak and COE Development are authorized to spend up to $100 million for preliminary development activities. With regard to projects not requiring prior Commission approval and within the authorized investment limit, the Applicants may issue guarantees and assume the liabilities of subsidiary companies for preliminary development activities. With regard to projects requiring such approval, the Applicants can issue guarantees and assume liabilities of subsidiary companies in connection with preliminary development activities provided that such guarantees are limited to five year periods and do not exceed, in the aggregate, $20 million at any one time. In the January 1994 Order, the Commission, at the Applicant's request, reserved jurisdiction on the issues of authorizing the issuance of guarantees and assumptions of liability for other development activities for certain EWG and FUCO projects and authorizing the use of Charter Oak and other service company employees. The Applicants hereby request a modification to the Commission's January 1994 Order to allow the Applicants to issue guarantees and assume the liabilities of subsidiary companies for development activities, including construction and permanent financing, and contingent liabilities subsequent to operation with regard to those EWG and FUCO projects that do not require advance approval from the Commission for the Applicants to acquire an interest, as determined by the Energy Policy Act of 1992 ("EPA"). The Applicants have found that on occasion such guarantees and assumptions of liability may provide them with opportunities to participate in private power opportunities on a favorable basis without expending funds. The Applicants also request authority to use Charter Oak or other system company employees within a de minimis limit to render services to affiliated EWGs and FUCOs. The Applicants do not believe that the use of not more than 0.5% of total holding company system employees and no more than 1% of the system service company employees at any one time will adversely impact the system's core utility business. For the Commission, by the Division of Investment Management, pursuant to delegated authority. -----END PRIVACY-ENHANCED MESSAGE-----