SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM U-6B-2
CERTIFICATE OF NOTIFICATION
Filed by a registered holding company or subsidiary thereof pursuant to
Rule 20(d) adopted under the Public Utility Holding Company Act of 1935
Certificate is filed by Fitchburg Gas and Electric Light Company
This Certificate is notice that the above-named company has issued, renewed
or guaranteed the security or securities described herein, which issue,
renewal or guaranty was exempted from the provisions of Section 6(a) of the
Act and was neither the subject of a declaration or application on Form U-1
nor included within the exemption provided by Rule 48.
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1. Type of security or securities.
7.98% Notes due June 1, 2031.
2. Issue, renewal or guaranty.
Issue (private placement).
3. Principal amount of each security.
See attached Exhibit A.
4. Rate of interest per annum on each security.
7.98%.
5. Date of issue, renewal or guaranty of each security.
June 8, 2001.
6. If renewal of security, give date of original issue.
Not applicable.
7. Date of maturity of each security.
June 1, 2031.
8. Name of persons to whom each security was issued, renewed or guaranteed.
See attached Exhibit A.
9. Collateral given with each security, if any.
None.
10. Consideration received for each security.
See attached Exhibit A.
11. Application of proceeds of each security.
The proceeds from the sale of each security, consistent with the
requirements of the Order of the Massachusetts Department of
Telecommunications and Energy dated May 17, 2001, will be applied to
retire short-term debt incurred (1) to fund expenditures for
capitalizable additions, as well as for the acquisition, extension and
improvement of
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utility plant and property and (2) to finance investments in the
Company's utility operations, and to fund capital additions on the
Company's utility plant.
12. Indicate by a check after the applicable statement below whether the issue,
renewal or guaranty of each security was exempt from the provisions of
Section 6(a) because of:
a. the provisions contained in the first sentence of Section 6(b).
___
b. the provisions contained in the fourth sentence of Section 6(b).
___
c. the provisions contained in any rule of the Commission other than
Rule 48. X
___
13. If the security or securities were exempt from the provisions of Section
6(a) by virtue of the first sentence of Section 6(a), give the figures
which indicate that the security or securities aggregate (together with all
other than outstanding notes and drafts of a maturity of nine months or
less, exclusive of days of grace, as to which such company is primarily or
secondarily liable) not more than 5 per centum of the principal amount and
par value of the other securities of such company then outstanding.
Not applicable.
14. If the security or securities are exempt from the provisions of Section
6(a) because of the fourth sentence of Section 6(b), name the security
outstanding on January 1, 1935, pursuant to the terms of which the security
or securities herein described have been issued.
Not applicable.
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15. If the security or securities are exempt from the provisions of Section
6(a) because of any rule of the Commission other than Rule 48 designate the
rule under which exemption is claimed.
Rule 52(a).
FITCHBURG GAS AND ELECTRIC LIGHT
COMPANY
By: /s/ Mark H. Collin
---------------------------
Mark H. Collin
Treasurer
Dated: June 8, 2001
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EXHIBIT A
RELEVANT TERMS CONCERNING THE
SECURITIES (7.98% Notes due June 1, 2031)
-----------------------------------------
Name of Person Consideration
Designation of to whom each Principal Amount Received for
each 7.98% Note of each each 7.98%
7.98% Note was Issued 7.98% Note Note
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R-1 CIG & Co. as $6,500,000 $6,500,000
nominee for
Connecticut General
Life Insurance
Company
R-2 CIG & Co. as $3,000,000 $3,000,000
nominee for
INA Life Insurance
Company of New York
R-3 J. Romeo & Co. as $1,500,000 $1,500,000
nominee for
The Canada Life
Assurance Company
R-4 J. Romeo & Co. as $1,500,000 $1,500,000
nominee for
The Canada Life
Assurance Company
R-5 J. Romeo & Co. as $1,000,000 $1,000,000
nominee for Canada
Life Insurance Company
of America
R-6 J. Romeo & Co. as $500,000 $500,000
nominee for
The Canada Life
Assurance Company
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