ML20128B557
| ML20128B557 | |
| Person / Time | |
|---|---|
| Site: | Seabrook  |
| Issue date: | 12/02/1992 |
| From: | Ritsher J ROPES & GRAY |
| To: | NRC OFFICE OF INFORMATION RESOURCES MANAGEMENT (IRM) |
| References | |
| NUDOCS 9212040019 | |
| Download: ML20128B557 (7) | |
Text
_____
A ROPES & GRAY ON E INTERN ATION AL PLACE BOSTON, M ASSAC H USETTS O2110-2624 ao *t NNtov neaza (ci7) 93i.yooo n m othet.a i ozs,03 5""'
o o S "'"
T E L E C O Pi E R; (617)951 7050 wassiNGioN. 0 c. 20004 h o') a 5 5 -440 0
'S it ticon>t a koi) 455 4-o.
Writer's Direct Dial NJtert (617) 951 7322 December 2, 1992 HAND DELIVER U.S.
Nuclear Regulatory Commission One White Flint - 11555 Rockville Pike Rockville, Maryland 20852 Attn:
Document Control Desk Re:
(a)
Letter, dated November 14, 1992, J.A.
Ritsher to j+'
T.
E.
Murley (b)
Telephone conversation on November 24, 1992, G.E.
Edison, Sr. to T.
Harpster (c)
Letter, dated November 25, 1992, J. A. Eitsher to jh G.E.
Edison, Sr.
Dear Sir:
As a further supplement to the responses provided in my letter of November 25 (Reference (c)), I am enclosing a copy of the Securities and Exchange Commission notice, dated November 25, 1992 (Release No. 35-25688), with respect to the pending application-declaration filed by EUA Power Corporation, et al.,
relating to the redemption of its stock (see top of page 3) and other aspects of the Settlement Agreement referred to in Response 1 (in Reference (c)).
This notice indicates that the SEC will be in a position to act thereon after the notice period expires on December 16, 1992.
I have also been informed that the New Hampshire Public Utilities Commission and the Federal Energy Regulatory Commission have declined jurisdiction with respect to this matter.
(;3bbVd gf '
[ g(y
[8 9212040019 921202 f.
PDR ADOCK 05000443
/i /
I PDR
/
Ropts & GRAY U.
S.
Nuclear Regulatory December 2, 1992 Commission The Licensees and the Committee reiterate their request that the Commission act upon their pending request for consent (Reference (a)) on a schedule compatible with the SEC and the Bankruptcy Court.
Very truly yours,
% d. Eih(w b
John A.
Ritsher JAR /jmf: JARGES.NA Enclosures cc:
Gordon E.
Edison. Sr.
I
PC Sll0] 'h
.e.
f SECURITZE8 AMD EICIANGE CONK 1881(3r 4
i (Release No. 35-25688
)
e Filings Vader the publio vtility solding Seegany Act of 172s
(' Ac ta)
Nevenber 35, illa Notice le hereby given that the following filing (s) has/have been made with the Commission pursuant to provisions of the Act and rules pecanu1 gated thereunder.
All interested persons are referred to phe application (s) and/or declaration (s) for comp 1nte statements of the proposed transaction (s) susmarised below.
The application (s) and/or declaration (s) and any amendments thereto is/are available for public inspection through the Comission's Office of Public Reference.
2nterested persons wisyng to comwt or request a hearing l
on the application (s) and/or declaracien(s) should sub'ic their m
views in writing by December 16, 1992 to the Escretary, securities and Ruohange Coswdseion, Washington, D.C. 20549, and sexve a copy on the relevant applicant (s) and/or declarant (s) ac the address (es) specified below.
Froof of service (by affidavit
[
or, in case of an attorney at law, by certificate) should be filed with the request.
Any request for hearing shall 164ntify j
specifically the issues of fact or law that ere disputed.
A person who so requests will be notified of any hearing, if l
ordered, and will receive a copy of any notice or order issuad in l
the matter.
Af ter said date, the application (s) and/or l
l declaration (s), as filed or as amended, m::.y be granted and/or po mitted to become affective.
l l
2*d AthfD '8 53 DON 2E 60 26, 20 330
I 2
Eastern 1!kilihian Amanefaham, gy, g,
(70 8099)
Eastern Utilities Associates ("ItW), P.O. Bon 2333, Scoton, Massachusette 03107, a registered holding company, and its wholly owned subsi41 aries, NUA Power Corporation (83UA Power'), 40 State Street, 7.0. Box 336, Nanchester, New Hampshire 01305. EUA service Corporation ('3UA Service"), P.O. Box 543, West-Bridgewater, Massachusettb 02379, and Nontaup Blactric Ceagany
('uontaup"),i P.O. Box 2333, Boston, Massachusetts 02107, have filed a doin't application declaration with the coaunission pursuant to sections 6(a). 7, 9(a), 10, it'(a) and 12 (b). (c). (d) and (f) of the Act and rules 42(a), 43(a), 44(a), 45 (a) and 45(c) thereunder.
To resolve various maiters presently in dispute,, as well as any and all other issues and claims among them, EUA, suA Power and the otticially appointed Bondholderu ccapittee in EUA Power's bankruptcy proceeding ("sondholders comedttes") have entered into a settlemsat agreement, dated November it,1992 (" Settlement Agreement *). 1/
Tb4 torno and conditions set torth in the Settlement Agreement will become ettective on the latter of the date of entry (' Effective Dets") of - (i) the requestes order of the casunteeion,' ano (ii) the order of the bankruptcy court approving the settlement Agreement. 4/
A/
BU4 Power filed for ptotection under Chapter 11 of the United States Bankruptcy Code on February 24, 1991 and hee since been operating its business as a debtor in possessicn.
1/
on tha 32fective Date, EUA will cause to be paid to EUA Power 520 million in consideration of, among other things, (continued...)
Ed Atras 's s3aod 4E:60 26, 20 330
j t
l 3
?ursuant to the Settlerent Agreement, EUA Power requests authority to redeem its outstanding share-or conenon and preferred stock from EUA.
Upon such redemption, EUA Power will become a stand-alone cocpany and will no longer be a subsidiary conIpany of EUA. 1/
l In e.ddition, ach service requests aucharisation to provide certain administrative services to NUA Power through November 18, 1994, on a okst basis (including a rt c arn on the capital invested by EUA in EUA 5ervice) consistent vi the requirements under the Act.
Specifically, EUA Service will market electricity on a short term basie, keep the financial books and records of EUA
[
rower, manage SUA Power's cash resources,and perform n,uch other routine administrative servNes as the B'ondholders congnittee may request of EUA SeWice from time to time until EUA Power's i
chapter la case is closed.
EUA Power has agreed to indemity EUA Service for any claims or liabilities that may arise in connection with such services.
2/(...centinued) the mututi releases contained in the settlement Agreement, ten Power has agreed to use that portion og the $20 million to pay in full the amount outstanding under a certain
,debter-la-possession financing facility ( DIP Financing")
provided by connecticut Light and Power company and the United Illuminating conpany.
The DIP Financing was previously authorised by the Consission (HCAR Ros. 25609 and 253es, dated August 21, 1993 and Reptember 25, 1911, respectively).
1/
The applicants state that the redemptica may require approval et other agencies and the bankruptcy court.
P'd
' N I SM E 8M N' D #
i 4
=
EUA Power also requests authority to assign to Montaup EUA Power's right tu receive discounted engineering services from f
United Engineers and Constructors ("UE6C') under an agreement dated November 1,1931 among Ge joint owners of Seabrook Nuclear l
Power Projtet ("Beebrook') and UIEC, and Montaup requests authority to accept such assignannt.
Montaup will reimburse EUA l
for 906 of the amount of services it receivse as a result of such assignment. '
l EUA and' ENA Power furchar request authority to carry out certain transaccions in connection with clie tax allocation agreements.
Under the settlement Agramment, the parties have i
agreed that, to the extent pemissible under the tax laws and l
rule 45(c) of the Act, the bax attribute's of EUA Power,(s.4., not l
operating loca carry' forwards, investment tax credits and l
alternative minimum tax credics) will tirst be utilised by or allocated among the desbers of the EUA tax group, and thereafter, Etm will cooperate with EUA Power and the mondholders comittee to n=vi-ize, to the extent pomissible, the amount of tax attributes that may be available to EUA Power upon the deoonsolidation of EUA Power trora the EUA tax group.
.In addition, the partiss have agreed that no further amounts will be paid to EUA Power for its tax attributes uwier the tax allocation A
agreements or otherwise regardless' of the date upon which such deconsolidation coeurs.
i EUA also requests Comission approval of the confirmation of its duties and obligations under a Limited Quaranty, dated May 4, 4
sa Aeas '8 s3aoa esise as, 20 03a
l l
5 1990, in favor of the joint owners of Seabrook with rLapect to l
the deoossmissioning rund for Seabzwk.
Finally, EUA requests authorisation to issue and' sell
~
i l
through Decoster 21, Issa short term notes (*Notos ) in an i
a aggregate amount not to exceed $20 million outstanding St any ons I
time.
The Notes will be larued by EUA to banke pursuant to 1
l informal credit line arrangements which will provide for l
borrowings ed, a floattag prime rate or at available fixed money i
market rates'.
Notes bearing interest at the tioating prime rate j
will be prepayable at any time wirbaut pra' ium or penalty.
Notes n
bearing interest at anilable money market rates, which in all cases will be less than the prime rate at the time of issuanos, j
will not be prepayable withobt penalty.
The bank cred),t lines may be subject in soie casas to commitment fees equal to 1/4% of i
l the line of arseit.
The Notes will rature not more than one year from the date of issuance, but none will mature af ter December
[
31, 1394.
The Notes will be repaid by Any combination of the following seethods:
(1) the issuance of new notes; (2) internal funds; and (3) the issuance and sale of permanent securities for which authority will be sought under a separate application with l
i the Commission.
For the Contaissioc, by the Division of Investment Managemsat, pursuant to del.egated authority.
i Jonathan G. Kats Secrstary g.g Atras s saaoa se:se 26, 20 330-
- -