[Federal Register Volume 62, Number 44 (Thursday, March 6, 1997)]
[Notices]
[Pages 10301-10303]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 97-5525]


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SECURITIES AND EXCHANGE COMMISSION
[Release No. 35-26679]


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

February 28, 1997.
    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

[[Page 10302]]

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 March 24, 1997, 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.

Western Massachusetts Electric Company (70-8959)

    Western Massachusetts Electric Company (``WMECO'' or the 
``Applicant''), a wholly owned electric utility subsidiary of Northeast 
Utilities, a registered holding company, located at 174 Brush Hill 
Avenue, West Springfield, Massachusetts 01089, has filed an 
application-declaration under sections 6(a), 7, 9(a) and 10 of the Act 
and rule 54 thereunder.
    WMECO requests that: (i) WMECO be allowed to organize a wholly-
owned special purpose corporation to be called WMECO Receivables 
Corporation (``WRC'') for the sole purpose of acquiring certain of 
WMECO's eligible accounts receivable; (ii) WRC be allowed to issue 
shares of Common Stock; (iii) WMECO be allowed to acquire shares of 
capital stock of WRC; and (iv) WMECO be allowed to make, directly and 
indirectly, general and initial equity contributions to WRC.
    WMECO has entered into a Receivables Purchase and Sale Agreement 
dated as of September 11, 1996, as amended (``Existing Agreement'') 
under which WMECO may sell (from time to time in its discretion and 
subject to the satisfaction of certain conditions precedent) 
fractional, undivided ownership interests expressed as a percentage 
(``Undivided Interests'') in: (i) Billed and unbilled indebtedness of 
customers, as booked to Accounts 142.01 and 173 under the Federal 
Energy Regulatory Commission Chart of Accounts (``Receivables''); and 
(ii) certain related assets, including any security or guaranty for any 
Receivables, and collections thereon, and related records and software 
(``Related Assets''). The purchaser (``Purchaser'') is a special 
purpose Delaware corporation which acquires receivables and other 
assets and issues commercial paper to finance these acquisitions. A 
Swiss bank will act as agent (``Agent'') for the Purchaser for 
transactions under the Existing Agreement.
    The Existing Agreement is structured so that any sales made 
thereunder would be accounted for as sales under generally accepted 
accounting principles. In order for such sales made on or after January 
1, 1997 to be so treated, they must comply with the requirements of the 
Statement of Financial Accounting Standards No. 125 (``FAS 125'') 
issued in June 1996. The formation of WRC is intended to satisfy 
certain of the requirements of FAS 125: (i) WRC, as purchaser and 
transferee, will be a ``qualifying special purpose entity'' within the 
meaning of FAS 125, and (ii) once transferred, WMECO will no longer 
have effective control over the assets, so that such transfers should 
be labeled ``true sales'' in the event of WMECO's bankruptcy or 
receivership. The Existing Agreement contemplates that a restructured 
purchase and sales program involving WRC will be in place by March 31, 
1997, at which date the Existing Agreement will terminate.
    The restructured accounts receivable purchase and sales program 
will consist of two agreements which will replace the Existing 
Agreement, and is intended to accomplish sales to the Purchaser in a 
manner substantially similar to that under the Existing Agreement. 
Applicant states that the addition or WRC serves merely as a vehicle to 
isolate the Receivables as required by FAS 125, and that restructured 
purchase and sales arrangements are on essentially the same terms to 
WMECO as the Existing Agreement. Under the first agreement (``Company 
Agreement''), WMECO will sell or transfer as equity contributions from 
time to time all of its receivables and related assets to WRC. The 
purchase price will take into account historical loss statistics in 
WMECO's receivables pool. Under the second agreement (``WRC 
Agreement''), WRC will sell Undivided Interests to the Purchaser from 
time to time. Such Undivided Interests may be funded and repaid on a 
revolving basis. The purchase price for an Undivided Interest will be 
calculated according to a formula. Such formula will include reserves 
based on, among other things, a multiple of historical losses, a 
multiple of historical dilution (such as, e.g., adjustments due to 
billing errors), customer concentrations that exceed specified levels 
and carrying costs and other costs associated with the agreements. The 
formula will also take into account the cost of servicing, which will 
be returned to WMECO in the form of a servicing fee.
    Primarily because of the reserves, the purchase price paid by the 
Purchaser for Undivided Interests will be lower than the purchase price 
paid by WRC to WMECO for Receivables and Related Assets. WMECO states 
that it expects WRC to have sufficient assets to pay WMECO the full 
purchase price for Receivables purchased from WMECO.
    WMECO anticipates that the availability of Receivables and Related 
Assets will vary from time to time in accordance with the Energy use of 
its customers. Therefore, since WRC's only source of funds are its 
participation in the program and WMECO's capital contributions, it may 
not have funds available at a particular time to purchase the 
Receivables and Related Assets available to it. WMECO proposes to 
accommodate this situation by (i) allowing WRC to make the purchase and 
owe the balance to WMECO on a deferred basis, or (ii) by making a 
capital contribution to WRC in the form of the Receivables and Related 
Assets for which WRC lacks the purchase price funds at the time.\1\
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    \1\ WMECO also states that if WRC develops a substantial cash 
balance, it will likely dividend the excess cash to WMECO, so that 
WRC will not itself retain substantial cash balances at any one 
time, and substantially all of the net cash realized from the 
collection of Receivables will be made available to WMECO.
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    Under the WRC Agreement, purchases may be funded by the Purchaser's 
issuance of commercial paper or drawing under its bank facilities. 
Initially, the aggregate purchase price paid by the Purchaser for 
Undivided Interests is not intended to exceed $50,000,000.
    The Agent will have the right to appoint a servicer on behalf of it 
and WRC, to administer and collect receivables and to notify the 
obligors of the sale of their receivables, at the Agent's option. WMECO 
will be appointed as the initial servicer.
    Certain obligations under the Company Agreement create limited 
recourse against WMECO. In order to secure these obligations, WMECO 
will grant to WRC a lien on, and security interest in, any rights which 
WMECO may have in respect of Receivables and Related Assets. The WRC 
Agreement creates comparable recourse obligations against WRC, and 
WMECO states that WRC will grant a security interest to the Purchaser 
in all rights in the Receivables retained by WRC, the Related Assets 
and certain other rights

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and remedies (including its rights and remedies under the Company 
Agreement) to secure such recourse obligations.\2\
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    \2\ WMECO states that neither WRC's nor the Purchaser's recourse 
to WMECO will include any rights against WMECO should customer 
defaults on the Receivables result in collections attributable to 
the Undivided Interests sold to the Purchaser being insufficient to 
reimburse the Purchaser for the purchase price paid by it for the 
Undivided Interests and its anticipated yield. The Purchaser will 
bear the risk for any credit losses on the Receivables which exceed 
the reserves for such losses included in the Undivided Interests.
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    WMECO and WRC will be obligated to reimburse the Purchaser and the 
Agent for various costs and expenses associated with the Company 
Agreement and the WRC Agreement. WRC will also be required to pay to 
the Agent certain fees for services in connection with such agreements.
    The arrangements under the Company Agreement and the WRC Agreement 
are scheduled to terminate on September 4, 2001. WRC may, upon at least 
five business days' notice to the Agent, terminate in whole or reduce 
in part the unused portion of its purchase limit in accordance with the 
terms and conditions of the WRC Agreement. The WRC Agreement allows the 
Purchaser to assign all of its rights and obligations under the WRC 
Agreement (including its Undivided Interests and the obligation to fund 
Undivided Interests) to other persons, including the providers of its 
bank facilities.
    WMECO intends that the above-described transactions will permit it, 
in effect, through this intermediary device, to accelerate its receipt 
of cash collections from accounts receivable and thereby meet its 
short-term cash needs.

    For the Commission, by the Division of Investment Management, 
pursuant to delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 97-5525 Filed 3-5-97; 8:45 am]
BILLING CODE 8010-01-M