[Federal Register Volume 61, Number 170 (Friday, August 30, 1996)]
[Notices]
[Pages 45999-46000]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 96-22229]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 35-26558]


Filings Under the Public Utility Holding Company Act of 1935, as 
Amended (``Act'')

August 23, 1996.
    Notice is hereby given that the following filing(s) has/have been 
made with the Commission pursuant to provisions of the Act and rules 
promulgated thereunder. All interested persons are referred to the 
application(s) and/or declaration(s) for complete statements of the 
proposed transaction(s) summarized below. The application(s) and/or 
declaration(s) and any amendments thereto is/are available for public 
inspection through the Commission's Office of Public Reference.
    Interested persons wishing to comment or request a hearing on the 
application(s) and/or declaration(s) should submit their views in 
writing by September 16, 1996, to the Secretary, Securities and 
Exchange Commission, Washington, D.C. 20549, and serve a copy on the 
relevant applicant(s) and/or declarant(s) at the address(es) specified 
below. Proof 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 identify specifically the issues of fact or law that are 
disputed. A person who so requests will be notified of any hearing, if 
ordered, and will receive a copy of any notice or order issued in the 
matter. After said date, the application(s) and/or declaration(s), as 
filed or as amended, may be granted and/or permitted to become 
effective.

EUA Cogenex Corporation, et al. (70-8879)

    EUA Cogenex Corporation (``Cogenex'') and EUA Cogenex-Canada, Inc. 
(``Cogenex-Canada'') (collectively, ``Applicants''), both of P.O. Box 
2333, Boston, Massachusetts 02107, and both wholly-owned subsidiary 
companies of Eastern Utilities Associates, a registered holding 
company, have filed an application-declaration under sections 9(a), 10, 
12(b) and 13 of the Act and rules 45, 54, 90 and 91 thereunder.
    Applicants propose: (i) for Cogenex-Canada to form and fund a 
wholly owned subsidiary (``Newco'') which will enter into a general 
partnership with Monenco Agra, Inc. (``MA''), a nonassociate Canadian 
business corporation, for the purpose of providing energy conservation 
services to industrial sector customers in Canada (``Territory''); (ii) 
for Newco to form and fund a general partnership with MA (``JV ESCO''); 
(iii) for the Applicants to guarantee third-party obligations of Newco 
and the JV ESCO in an aggregate amount, together with other investments 
in Newco, not exceeding $15 million; and (iv) for Cogenex-Canada and 
its associate companies (other than an associate company which is a 
public utility company) to furnish goods and services to JV ESCO.
    Cogenex-Canada proposes to form JV ESCO as a Canadian general 
partnership. Cogenex-Canada and MA will each own a 50% general 
partnership interest in JV ESCO and share equally in the capital 
contributions, allocation of profits and losses and distributions of JV 
ESCO. JV ESCO will be governed by a management committee comprised of 
one representative of each partner. Cogenex-Canada and MA will make 
capital contributions in an amount initially expected to be 
approximately $1,000 each, which will be used by JV ESCO for working 
capital purposes.\1\ Cogenex-Canada and MA will subcontract personnel 
to JV ESCO at cost as needed until such time, if any, as JV ESCO 
employs its own personnel.
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    \1\ Applicants state that capital contributions to JV ESCO will 
be exempt from the requirement of Commission authorization pursuant 
to rule 45(b)(4).
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    Cogenex-Canada and MA entered into a letter agreement (``Letter 
Agreement'') dated January 11, 1996 in which they agreed to perform 
initial marketing, sales, auditing, bidding, job procurement and 
performance activities in preparation of forming JV ESCO and to develop 
a long-term business plan for JV ESCO. The term of the Letter Agreement 
is one year (``Interim Period''), unless terminated sooner by: (i) the 
formation of JV ESCO; (ii) the decision of one or both of Cogenex-
Canada and MA; (iii) the bankruptcy or insolvency of either party; or 
(iv) failure to obtain the necessary corporate and regulatory 
approvals. Cogenex-Canada and MA will assign all contracts and business 
opportunities obtained during the Interim Period within the Territory 
at cost to JV ESCO. The Applicants and MA will also be reimbursed by JV 
ESCO for their expenses incurred during the Interim Period but not 
previously reimbursed, except for products and services provided by 
affiliates of the Applicants and MA, which will be reimbursed at 
standard market rates.
    Cogenex-Canada will purchase stock from, and make capital 
contributions, loans and open account advances to, Newco 
(``Investments''). Such issuance and sale of securities, capital 
contributions, loans and open account advances will be exempt from the 
requirement of Commission authorization pursuant to rules 45 and 52. In 
addition, Applicants state that JV ESCO may borrow from third party 
lenders through loans exempt from the requirement of Commission 
authorization by rule 52(b). Cogenex-Canada and Cogenex propose to 
guarantee obligations of Newco and JV ESCO in an aggregate amount that, 
together with the Investments, will not exceed $15 million.
    The Applicants request that any goods or services furnished by 
Cogenex-Canada or any of its associate companies (other than an 
associate company that is a public utility company) to the JV ESCO be 
furnished at prices that will not exceed (i) cost to

[[Page 46000]]

the extent that such services are pass-through services from EUA 
Service Corporation, and (ii) market prices to the extent such goods 
and services originate from other associate companies, pursuant to an 
exception from the requirements of section 13(b) and rules 90 and 91 
thereunder. The types of goods and services which Cogenex-Canada and 
its associate companies would provide to the JV ESCO would include 
marketing, accounting and engineering services and products used in 
energy conservation projects. JV ESCO will not be providing goods or 
services to Cogenex-Canada or its associate companies.

    For the Commission, by the Division of Investment Management, 
pursuant to delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 96-22229 Filed 8-29-96; 8:45 am]
BILLING CODE 8010-01-M