-----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, Kr0rLz6gHMgIZe6m1bQP7ilFz/RPzRKI+xGJDmRrIKJTE4IhQSgWqluT+OZ0UJQ/ TTTR2arm60kQM1gKSaSlBA== 0000898080-97-000038.txt : 19970220 0000898080-97-000038.hdr.sgml : 19970220 ACCESSION NUMBER: 0000898080-97-000038 CONFORMED SUBMISSION TYPE: POS AMC PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970203 SROS: NONE 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: 1935 Act SEC FILE NUMBER: 070-08507 FILM NUMBER: 97516537 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. 70-8507 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ____________________________________________________ POST-EFFECTIVE AMENDMENT NO. 7 TO 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 and 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 service) The Commission is requested to mail copies of all orders, notices and communications to: Mark Malaspina, Esq. William S. Lamb, Esq. Charter Oak Energy, Inc. LeBoeuf, Lamb, Greene & P.O. Box 270 MacRae,L.L.P. Berlin, CT 06141-0270 125 W. 55th Street New York, New York 10019-4513 ITEM 1. DESCRIPTION OF PROPOSED TRANSACTION Northeast Utilities, Charter Oak Energy, Inc. and COE Development Corporation (collectively, the "Applicants") hereby amend their Application/Declaration on Form U-1, as previously amended (File No. 70-8507) by adding the following paragraph to the end of Item I.C.2: The Applicants also seek authority for Intermediate Companies and Exempt Projects to pay dividends to their parent companies from time to time out of capital or unearned surplus, and for Charter Oak to use such funds to pay dividends to NU, to the extent permitted by applicable corporate law. The Applicants believe that situations may arise where Intermediate Companies and/or Exempt Projects will have unrestricted cash available for distribution in excess of current and retained earnings, such that payment of a dividend by such entities would have to be charged, in whole or in part, to capital or unearned surplus. The Applicants believe that the ability of Intermediate Companies and Exempt Projects to pay dividends to NU system companies, including, through Charter Oak, to NU, out of distributable cash generated by Exempt Projects will benefit the NU system because such dividends could be used to reduce outstanding bank borrowings and/or to fund other system company operations. The Applicants will cause Charter Oak, the Intermediate Companies and, to the extent reasonably practicable the Exempt Projects, to account for dividends paid from capital or unearned surplus in a manner consistent with Rule 46. ____________________ All U.S. jurisdictions and many foreign jurisdictions limit in some manner the authority of corporations to make dividend distributions to shareholders. The Applicants will comply with all such limitations. ITEM 2. FEES, COMMISSIONS AND EXPENSES The fees, commissions and expenses of the Applicants expected to be paid or incurred, directly or indirectly, in connection with the transactions described herein are estimated as follows: Legal fees $2,000 Miscellaneous $1,000 Total $3,000 ITEM 3. APPLICABLE STATUTORY PROVISIONS The following sections of the Act, or the rules thereunder, are applicable to the transactions described in this Application: Section 12 and Rule 46. To the extent that the transactions described in this Application are considered by the Commission to require authorization, approval or exemption under any section of the Act or the rules thereunder other than those specifically referred to in this Application, the Applicants hereby request such authorization, approval or exemption. ITEM 4. REGULATORY APPROVALS No U.S. state or federal regulatory body or agency, other than the Commission, has jurisdiction over the transactions described herein. ITEM 5. PROCEDURE The Commission is respectfully requested to issue and publish the requisite notice under Rule 23 with respect to the filing of this Application not later than February 7, 1997, such notice to specify a date not later than March 3, 1997, as the date by which comments may be entered and after which an order of the Commission granting and permitting the Application to become effective may be entered by the Commission. A form of such notice is filed herewith as Exhibit H. The Applicants respectfully request that appropriate and timely action be taken by the Commission in this matter. No recommended decision by a hearing officer or other responsible officer of the Commission is necessary or required in this matter. The Division of Investment Management of the Commission may assist in the preparation of the Commission's decision in this matter. There should be no thirty-day waiting period between the issuance and the effective date of any order issued by the Commission in this matter, and it is respectfully requested that any such order be made effective immediately upon the entry thereof. ITEM 6. EXHIBITS AND FINANCIAL STATEMENTS a. Exhibits F. Opinion of Counsel (previously filed) H. Revised Proposed Form of Notice ITEM 7. INFORMATION AS TO ENVIRONMENT EFFECTS 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 transactions that are the subject of this Application will result in changes in the operation of the company 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 which are the subject of this Application. 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 William S. Lamb LeBoeuf, Lamb, Greene & MacRae L.L.P A Limited Liability 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: February 3, 1997 EX-99 2 FORM OF NOTICE SECURITIES AND EXCHANGE COMMISSION (Release No. 35- ) Filing Under the Public Utility Holding Company Act of 1935 ______________, 1997 Northeast Utilities, Charter Oak Energy, Inc. and COE Development Corporation (70-8507) Northeast Utilities ("NU"), 174 Brush Hill Avenue, West Springfield, Massachusetts 01089, a registered holding company, and its wholly owned subsidiaries, Charter Oak Energy, Inc. ("Charter Oak") and COE Development Corporation ("COE Development"), both located at 107 Seldon Street, Berlin, Connecticut 06037, (collectively, the "Applicants") have filed a Post-Effective Amendment to their Application and Declaration on Form U-1 under Section 12 of the Public Utility Holding Company Act of 1935 (the "Act") and Rule 46 thereunder, for the purpose of obtaining an extension and modification of their authority to engage in power development activities as previously authorized in the Securities and Exchange Commission's (the "Commission") order dated December 12, 1996 (the "Existing Order"). Pursuant to the Existing Order, Charter Oak and COE Development are authorized to, among other things, invest in, and finance the acquisition of, Exempt Wholesale Generators within the meaning of Section 32 of the Act ("EWGs") and Foreign Utility Companies within the meaning of Section 33 of the Act ("FUCOs," and together with EWGs, "Exempt Projects") subject to certain limitations as well as to acquire interests in, finance the acquisition, and hold the securities, of one or more companies ("Intermediate Companies") engaged directly or indirectly and exclusively in the business of holding the securities of one or more Exempt Projects and in project development activities relating to the acquisition of such interests and securities in the underlying projects, without filing specific project applications with the Commission, and to issue guarantees and assume liabilities subsequent to operation with regard to those projects. NU's authorized investment in Charter Oak, Charter Oak's authorized investment in COE Development and Charter Oak's and COE Development's authorized expenditures are $200 million for the period from January 1, 1997 to December 31, 1997. The Applicants are hereby seeking to modify this authority authorize Intermediate Companies and/or Exempt Projects to pay dividends to their parent companies, from time to time out of capital or unearned surplus, and for Charter Oak to use such funds to pay dividends to NU, to the extent permitted by applicable corporate law and to be accounted for in a manner consistent with Rule 46 promulgated under the Act. For the Commission, by the Division of Investment Management, pursuant to delegated authority. -----END PRIVACY-ENHANCED MESSAGE-----