FILE NO. 70-9697
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2
(FORM POS AMC)
TO
FORM U-1
APPLICATION/DECLARATION UNDER THE
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
WITH RESPECT TO THE ISSUANCE OF RATE REDUCTION BONDS
AND RELATED TRANSACTIONS
The Connecticut Light Western Massachusetts Electric Company
and Power Company 174 Brush Hill Avenue
107 Selden Street West Springfield, MA 01090
Berlin, CT 06037
Public Service Company of New Hampshire
1000 Elm Street
Manchester, NH 03101
(Names of companies filing this statement and addresses of principal
executive offices)
NORTHEAST UTILITIES
(Name of top registered holding company)
Cheryl W. Grise'
Senior 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. Randy A. Shoop
Assistant General Counsel Assistant Treasurer - Finance
Northeast Utilities Service Company Northeast Utilities Service Company
P.O. Box 270 P.O. Box 270
Hartford, CT 06141-0270 Hartford, CT 06141-0270
Richard J. Wasserman, Esq.
Day, Berry & Howard LLP
CityPlace I
Hartford, CT 06103-3499
I. On February 7, 2001, the MDTE issued an order authorizing WMECO to
cause the issuance of RRBs in a principal amount not to exceed $155 million.
The Applicants hereby further amend their application/declaration in this
file (as amended, the "Application") to effect changes thereto resulting
from this action and to seek release of the jurisdiction reserved in the
Commission's Order in HCAR No. 27319 (December 26, 2000) over WMECO's
creation and acquisition of interests in SPEs, the issuance of RRBs by those
SPEs, and for the provision of services under an Administration Agreement
under an exemption from the cost standard of Section 13(b) of the Act.
Accordingly, the Applicants further amend their Application as follows:
A. By replacing footnote 6 in Paragraph 8 with the following:
_______________________
6 CL&P filed its application for a Financing Order with the
Connecticut Department of Public Utility Control (the "CDPUC") on May
31, 2000. The CDPUC issued a Financing Order on November 8, 2000 and
supplemented such Financing Order on December 12, 2000. A copy of
CL&P's application is attached hereto as Exhibit D 1.1, a copy of the
CDPUC's Financing Order is attached hereto as Exhibit D 1.2, and a copy
of such supplement is attached hereto as Exhibit D 1.3. WMECO filed
its petition for a Financing Order with the Massachusetts Department of
Telecommunications and Energy (the "MDTE") on April 18, 2000. The MDTE
issued a Financing Order on February 7, 2001. A copy of WMECO's
petition is attached hereto as Exhibit D 2.1 and a copy of the MDTE's
Financing Order is attached hereto as Exhibit D 2.2. As part of the
Settlement Agreement proceedings before the NHPUC, see supra note 6,
PSNH petitioned the NHPUC for a Financing Order, and the NHPUC issued a
Financing Order on September 8, 2000. Copies of the Settlement
Agreement, which was filed with the NHPUC on August 2, 1999, and of the
Conformed Settlement Agreement and PSNH's Motion to the NHPUC for
Findings of Fact and for Issuance of Finance Order, each of which was
filed with the NHPUC on June 23, 2000, are attached hereto as Exhibits
D 3.1, D 3.1.1, and D 3.1.2, respectively. A copy of the NHPUC's
Financing Order is attached hereto as Exhibit D 3.2.2.
B. By replacing Paragraph 12 with the following:
12. Pursuant to the Securitization Acts, the SPE will issue RRBs,
which in turn will be sold to investors. The following principal
amount of RRBs will be issued on behalf of each Utility on or before
August 31, 2005:
CL&P not to exceed $1.551 billion
WMECO not to exceed $155 million
PSNH not to exceed $670 million
As set forth in paragraph 47 below, the Utilities respectfully request
the Commission's approval to consummate, on or prior to August 31,
2005, all transactions described in this Application. The "not to
exceed" principal amounts set forth above for CL&P, PSNH, and WMECO are
the "not to exceed" principal amounts approved in the Financing Orders
issued by the CDPUC, MDTE, and NHPUC, respectively. See supra note 6
and Exhibits D 1.2, D 2.2, and D 3.2.2 attached hereto. Accordingly,
the Utilities hereby respectfully request the issuance of an order by
the Commission approving the proposed transactions in the amounts set
forth above for CL&P, WMECO, and PSNH.
C. By replacing footnote 12 in Paragraph 14 with the following:
______________________
12 Legal maturity is the date on which nonpayment constitutes a
default. Scheduled maturity is the date on which the final principal
payment is expected to be made.
The Financing Orders include guidance with respect to RRB
maturities. The Securitization Acts also include such guidance. See
Conn. Gen. Stat. 16-245j(c)(6); M.G.L. c. 164, 1H(b)(4)(vi); RSA
369-B:5, VIII.
D. By replacing Paragraph 25 with the following:
25. In order to minimize the impact of variability in the
remittance of the RRB Charge on the payment of principal, interest,
fees, costs and expenses on RRBs, the Financing Order provides for the
RRB Charge to be adjusted by a true-up mechanism at least annually to
keep actual principal amortization in line with the expected
amortization schedule. By means of this true-up mechanism, on at least
an annual basis, the Utility, as Servicer (or any successor Servicer)
on behalf of the SPE, will file the revised RRB Charge with the public
utilities commission, which will become effective shortly thereafter.
E. By replacing Paragraph 46 with the following:
46. CL&P, WMECO, and PSNH have obtained approval for their
proposed transactions from the CDPUC, the MDTE, and the NHPUC,
respectively.19 PSNH also has obtained approval for its proposed
transaction from the Maine Public Utilities Commission (the "MPUC").
The orders from the CDPUC, the MDTE, the NHPUC, and the MPUC do not
contain any conditions limiting the ability of CL&P, WMECO, or PSNH to
consummate their proposed transactions in the manner described in this
Application. Accordingly, the Utilities hereby respectfully request
the issuance of an order by the Commission approving the proposed
transactions for CL&P, WMECO, and PSNH.
___________________
19 See supra note 6.
F. By replacing the first sentence of paragraph 48, which
appears before the table, with the following:
Each Utility undertakes to file all material financing documents
relating to its RRB transaction with the certificate filed pursuant to
Rule 24 under the Act after the consummation of such transaction. The
following exhibits are filed with this Application (asterisked (*)
items were filed with the original Application; double asterisked (**)
items were filed with Amendment No. 1 to this Application; triple
asterisked (***) items were filed with Amendment No. 2 to this
Application; quadruple asterisked items (****) are filed with this
Amendment No. 3; quintuple asterisked items (*****) were filed with
Amendment No. 4; sextuple asterisked items (******) were filed with
Amendment No. 6); items marked # were filed with Post-Effective
Amendment No. 1; and items marked ## are filed with this Post-Effective
Amendment No. 2.
G. By replacing the entry in the table contained in paragraph 48
regarding Exhibit D 2.2, Financing Order of the Massachusetts Department of
Telecommunications and Energy, with the following:
#D 2.2 Financing Order of the Massachusetts Department of
Telecommunications and Energy
II. The following exhibit is filed herewith (the exhibit number corresponds
to the exhibit number contained in the Application):
D 2.2 Financing Order of the Massachusetts Department of Telecommunications
and Energy
SIGNATURES
Pursuant to the requirements of the Public Utility Holding Company Act
of 1935, as amended, the undersigned companies have duly caused this
statement to be signed on their behalf by the undersigned thereunto duly
authorized.
THE CONNECTICUT LIGHT AND POWER COMPANY
By: /s/Randy A. Shoop
Randy A. Shoop
Treasurer
WESTERN MASSACHUSETTS ELECTRIC COMPANY
PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE
By: /s/Randy A. Shoop
Randy A. Shoop
Assistant Treasurer - Finance
Date: February 8, 2001