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<SEC-DOCUMENT>0000898080-02-000066.txt : 20020415
<SEC-HEADER>0000898080-02-000066.hdr.sgml : 20020415
ACCESSION NUMBER:		0000898080-02-000066
CONFORMED SUBMISSION TYPE:	POS AMC
PUBLIC DOCUMENT COUNT:		4
FILED AS OF DATE:		20020304

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			EMERA INC
		CENTRAL INDEX KEY:			0001127248
		IRS NUMBER:				868143132
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		POS AMC
		SEC ACT:		1935 Act
		SEC FILE NUMBER:	070-09787
		FILM NUMBER:		02566092

	BUSINESS ADDRESS:	
		STREET 1:		P O BOX 910 CORPORATE SECY GENERAL COUNS
		CITY:			HALIFORC

	MAIL ADDRESS:	
		STREET 1:		P O BOX 910 CORPORATE SECY GENERAL COUNS
		CITY:			HALIFORC
</SEC-HEADER>
<DOCUMENT>
<TYPE>POS AMC
<SEQUENCE>1
<FILENAME>formposamc.txt
<DESCRIPTION>FORM POS AMC
<TEXT>
                                                                File No. 70-9787

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                ------------------------------------------------
                         POST-EFFECTIVE AMENDMENT NO. 1
                                       TO
                                    FORM U-1
                             APPLICATION-DECLARATION
                                      UNDER
                 THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
                ------------------------------------------------
                               Emera Incorporated
                                Emera Fuels Inc.
                         Stellarton Basin Coal Gas Inc.
                               Strait Energy Inc.
                                510845 N.B. Inc.
                                  Cablecom Ltd.
                                  Fibretek Inc.
                          NSP Pipeline Management Ltd.
                                NSP Pipeline Inc.
                                Emera Energy Inc.
                            30566567 Nova Scotia Ltd.
                            3056568 Nova Scotia Ltd.
                               Emera Offshore Inc.
                                  P.O. Box 910
                              Halifax, Nova Scotia
                                     Canada
                                     B3J2W5
                ------------------------------------------------
                               Emera Incorporated
                (Name of top registered holding company parent of
                          each applicant or declarant)
                ------------------------------------------------


<PAGE>



                                Richard J. Smith
                     Corporate Secretary and General Counsel
                                   Emera Inc.
                                  P.O. Box 910
                              Halifax, Nova Scotia
                                     Canada
                                     B3J2W5
                 -----------------------------------------------
                     (Name and address of agent for service)

      The Commission is requested to send copies of all notices, orders and
             communications in connection with this application to:

                                 Markian Melnyk
                                  T. Kevin Marr
                     LeBoeuf, Lamb, Greene & MacRae, L.L.P.
                          1875 Connecticut Avenue, N.W.
                                   Suite 1200
                                Washington, D.C.
                                   20009-5728
                             Phone - (202) 986-8000
                              Fax - (202) 986-8102




<PAGE>


     This Post-Effective Amendment No. 1 revises the Form U-1
Application/Declaration in this proceeding, originally filed in File No. 70-9787
on November 6, 2000 and as last amended and restated by Amendment No. 4, filed
October 2, 2001.

ITEM 1.   DESCRIPTION OF PROPOSED TRANSACTION

     A.   Introduction

     In this filing, Emera and its Canadian nonutility subsidiary companies
("Applicants") describe the proposed arrangements for the provision of services
among the Emera system companies and seek certain relief under Section 13 of the
Public Utility Holding Company Act of 1935 (the "1935 Act" or "Act") and Rule 83
thereunder.

     By order dated October 1, 2001, the Commission granted the
application/declaration of Emera Incorporated ("Emera") to acquire the
outstanding common stock of Bangor Hydro-Electric Company ("BHE") and its
public-utility subsidiary companies (the "Merger") under the 1935 Act. Emera
Inc., Holding Co. Act Release No. 27445 (October 1, 2001) ("Merger Order"). In
the Merger Order, the Commission also granted Emera financing, affiliate
transaction and other authorizations necessary to operate a registered holding
company system in accordance with the Act. Following issuance of the Merger
Order and the consummation of the Merger, Emera registered as a holding company
under the Act.

     In the Merger Order, the Commission reserved jurisdiction over Emera's
request to form a service company subsidiary, Emera Services, to provide a
variety of services to Emera and its subsidiaries (the "Emera System"), pending
completion of the record. The Merger Order states that "Emera will file a
post-effective amendment to this Application by November 30, 2001, requesting an
order of the Commission by February 2002 authorizing Emera Services to commence
operations as the system service company."

     Subsequent to the issuance of the Merger Order Emera gave further
consideration to the formation of a system service company and determined that
the relatively small volume of goods sold and services/1 that are expected to be
rendered on a centralized basis do not justify the formation of a system service
company at this time. A centralized service company would not

- --------
     1 The term "services" as used herein also includes construction services.


                                       3

<PAGE>


likely result in economies and efficiencies in the rendering of services
sufficient to offset the increased administrative burdens associated with the
formation and operation of a service company. Accordingly, Applicants are filing
this post-effective amendment to describe the manner in which the Emera System
companies propose to render services to other Emera System companies and to
request certain relief under Section 13 and Rule 83 under the Act.

     B.   Description of Associate Service Relationships

          NSPI as the Provider of Goods and Services

     Presently, Nova Scotia Power, Inc. ("NSPI"), a foreign utility company
("FUCO") under Section 33 of the Act, renders the bulk of services to companies
in the Emera System. NSPI provides corporate support services including
procurement, information technology, corporate finance, human resources,
government relations, secretary and general counsel, environmental policy,
public affairs and external communications for NSPI's internal purposes and also
for the benefit of other Emera System companies. Executives that work generally
for both NSPI and Emera also provide certain management services to companies in
the Emera System./2

     The estimated annual cost of the corporate support services provided by
NSPI for the year 2002 is approximately CDN $18.3 million (U.S $11.3 million)./3
The cost of NSPI's corporate support services would be allocated among the Emera
System companies served, including NSPI, using an allocation formula that
averages each company's pro rata percentage of Emera's consolidated assets,
revenues, operating, maintenance and general expenses ("OM&G") and EBIT (i.e.,
earnings before interest and taxes). In accordance with the foregoing, NSPI
would sell services to BHE only at cost as determined under Rule 91 under the
Act. An estimated breakdown of the cost allocation for the year 2002, based on
forecasts, is set forth below./4

- --------
     2 NSPI's role as provider of many services to associate companies (i.e.,
the shared services function) is managed under the supervision of an executive
steering committee composed of Emera executives.

     3 A conversion rate of CDN $1 = US $0.62 has been applied to the monetary
amounts in this application unless otherwise noted.

     4 Application of the allocation formula would generally result in an
allocation of 20% of the cost of NSPI-provided corporate support services to
BHE. At present, only 10% of the cost of corporate support services is being
allocated to BHE since the integration process is still ongoing and some
duplicative service functions remain in place. Once this duplication is
eliminated, the general allocation rule will be followed.


                                       4

<PAGE>


     ---------------------------- --------------------------------------
                Company                  Estimated Annual Cost
     ---------------------------- --------------------------------------
                                   (CDN $ millions)   (U.S. $ millions)
     ---------------------------- ------------------ -------------------
     NSPI                                     $13.3                $8.2
     ---------------------------- ------------------ -------------------
     BHE                                        1.8                 1.1
     ---------------------------- ------------------ -------------------
     Emera                                      1.5                 0.9
     ---------------------------- ------------------ -------------------
     Emera Energy Inc.                          1.5                 0.9
     ---------------------------- ------------------ -------------------
     Other Emera Nonutilities                   0.2                 0.1
     ---------------------------- ------------------ -------------------
     Total                                     18.3                11.3
     ---------------------------- ------------------ -------------------

     NSPI also provides other services and goods to Emera System companies,
other than BHE, and is paid either the fully allocated cost or the fair market
value of the services rendered or goods sold. For example, NSPI sold fuel oil to
Emera Fuels Inc. ("Emera Fuels") at cost, provided Emera Fuels and other Emera
nonutility subsidiaries with vehicle fleet services at fair market value,
performed account collections services for Emera Fuels at cost, and subleased
office space to Emera Fuels and other Emera nonutility subsidiaries for a fair
market value rent. NSPI sells steam energy to Strait Energy Inc. at cost. NSPI
provides environmental advice to Cablecom Ltd. at fair market value rates.

     Nonutility Subsidiaries as the Providers of Goods and Services

     Emera's nonutility subsidiaries also sell goods and services to NSPI and
other nonutility subsidiaries at fair market value rates or cost-based rates.
For example, 510845 N.B. Inc. supplied NSPI with new and refurbished pole-top
distribution transformers at fair market value prices.

     Emera's Canadian nonutility subsidiary companies (the Applicants, excluding
Emera) seek authorization under Rule 83 under the Act to provide goods and
services to Emera System associate companies, other than BHE and its
subsidiaries. The Emera System associate companies that would purchase such
goods and services are organized and operate in Canada and do not derive,
directly or indirectly, any material part of their income from sources within
the U.S. See Exhibit A, listing the Emera System associate companies that may
purchase services from Emera's Canadian nonutility subsidiary companies under
Rule 83, the revenues and income


                                       5

<PAGE>


of each company during the year 2001 and the percentage of such revenues and
income derived from sources within the U.S.

     Rule 83 provides that companies about to become engaged in such services
may file an application for exemption from Section 13(b) and the rules
thereunder in relation to the performance of service contracts or the sale of
goods for associate companies that do not have material U.S. source income. The
rule further provides that upon the good faith filing of such an application,
the applicant shall be temporarily exempt from all provisions of Section 13(b)
of the Act pending action by the Commission upon the application.

     Emera's Canadian nonutility subsidiary companies, excluding NSPI, do not
provide services or sell goods to BHE. Under the Merger Order, such companies
are prohibited from providing services or selling goods to BHE or its
subsidiaries. BHE may, however, provide certain services on an incidental basis
to Emera System companies at cost.

     Emera as the Provider of Goods and Services

     Emera may also provide services, principally management oversight, to
certain Emera System companies. In accordance with Section 13(a) of the Act and
Rule 84, except as authorized by Commission rule, regulation or order, Emera
will not "perform any service or construction for, or sell any goods to, any
associate company thereof which is a public utility company, a mutual service
company, or a company engaged in the business of performing services or
construction for, or selling goods to, associate public utility companies, or
enter into any contract to do so." Services or goods provided by Emera to BHE
and/or BHE's subsidiaries would be provided at no charge. Services or goods
provided by Emera to other Emera System companies would be provided at such
prices as Emera may determine from time to time. Emera requests confirmation
that NSPI would not be considered a "company engaged in the business of
performing services or construction for, or selling goods to associate public
utility companies" based on the extremely small value of services (an estimated
CDN $1.8 million in 2002 (US $1.1 million)) that NSPI would sell to BHE and its
subsidiaries. Compared to NSPI's revenues for the year 2001, of CDN $843 million
(U.S. $523 million) revenues associated with services to BHE and its
subsidiaries represents only 0.2%.


                                       6

<PAGE>


     Rule 16 Subsidiaries as the Recipients of Goods and Services

     Emera has four indirect partially-owned subsidiaries, Maritimes and
Northeast Pipeline Management Ltd., Maritimes and Northeast Pipeline Limited
Partnership, Maritimes and Northeast Pipeline L.L.C. and Greyhawk Gas Storage
Company, L.L.C. ("Rule 16 Subsidiaries"), that are exempt under Rule 16 from all
obligations, duties or liabilities imposed upon them by the Act, as subsidiaries
or affiliates of a registered holding company or subsidiary thereof. The Rule 16
Subsidiaries would, however, arguably be considered subsidiaries under Section
13(b) of the Act in the sense that an Emera System associate company subject to
Section 13(b) and the rules thereunder that provides services to a Rule 16
Subsidiary would be required to provide such services at cost. Emera's Canadian
nonutility subsidiary companies (the Applicants other than Emera) request an
exception from Section 13(b) of the Act and the rules thereunder to the extent
that they provide goods or services to a Rule 16 Subsidiary.

     Summary of Service and Goods Transactions

     The flow of service and goods transactions, the relevant pricing rule and
the statutory or regulatory basis for the transaction are summarized in the
table below.

<TABLE>
<CAPTION>
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Provider of Goods or Services   Recipient of Goods or        Pricing Rule                 Regulatory Basis
                                Services
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
<S>                            <C>                          <C>                          <C>
NSPI                            BHE and its subsidiaries.    Cost - determined in         Section 33 of the Act
                                                             accordance with Rule 91.     exempts NSPI from all of
                                                                                          the provisions of the Act,
                                                                                          including Section 13(b)
                                                                                          and the rules thereunder.
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
NSPI                            Emera System companies,      Cost or fair market value    Same as above.
                                excluding BHE and its        as appropriate and
                                subsidiaries.                consistent with NSPI's
                                                             Interim Code of Conduct.
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Applicants, excluding Emera     Emera System Companies,      Same as above.               Rule 83 provides an
(i.e., Emera's Canadian         including NSPI, but                                       exemption from Section
Nonutility Subsidiaries).       excluding BHE and its                                     13(b) of the Act and the
                                subsidiaries.  (See                                       rules thereunder for
                                Exhibit A).                                               service and sales contracts
                                                                                          with associate companies
                                                                                          that do not derive any
                                                                                          material part of their
                                                                                          income from sources
                                                                                          within the U.S.
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Applicants, excluding Emera     Rule 16 Subsidiaries.        Cost, fair market value or   Exemption under Section
(i.e., Emera's Canadian                                      such other price as          13(b) based on special or
Nonutility Subsidiaries).                                    providing company may        unusual circumstances.
                                                             determine from time to
                                                             time.
- ------------------------------- ---------------------------- ---------------------------- ----------------------------


                                        7

<PAGE>


- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Emera                           BHE and/or its               No charge.                   Section 13(a) of the Act
                                subsidiaries.                                             and the rules thereunder
                                                                                          permit a registered
                                                                                          holding company to provide
                                                                                          services or goods to
                                                                                          utility subsidiaries
                                                                                          provided such transactions
                                                                                          are at no charge.  See
                                                                                          Rule 80.
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
Emera                           Emera System companies,      Cost, fair market value or   Section 13(a) and Rule 84
                                excluding BHE and its        such other price as Emera    do not apply to service or
                                subsidiaries.                may determine from time to   goods transactions with
                                                             time.                        nonutilities and
                                                                                          non-service companies.
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
BHE                             Emera System companies.      Cost - determined in         Rule 87(a)(3) permits a
                                                             accordance with Rules 90     subsidiary that is
                                                             and 91.                      principally engaged in the
                                                                                          utility business to provide
                                                                                          goods or services to
                                                                                          associate companies on an
                                                                                          incidental basis subject to
                                                                                          compliance with
                                                                                          applicable rules,
                                                                                          regulations or orders of the
                                                                                          Commission, including
                                                                                          Rule 90./5
- ------------------------------- ---------------------------- ---------------------------- ----------------------------
</TABLE>

     C.   Allocation of Costs

     The operations of NSPI are coordinated and managed to assure the economical
and efficient performance of services for all associate companies in the Emera
System. Although NSPI may charge fair market prices to some service recipients,
all services provided by NSPI to BHE would be provided at cost as determined
under Rule 91 under the Act. The Commission has previously accepted service
arrangements that include a subsidiary of a FUCO rendering services to an
associated U.S. service company that, in turn, provided services to associated
U.S. public utility companies. In The National Grid Group plc, Holding Co. Act
Release No. 27154 (March 15, 2000) ("National Grid / NEES Order"), the
Commission authorized National Grid Company, a U.K. utility subsidiary of
National Grid Holdings Limited,

- --------
     5 Presently, Emera does not expect that that BHE would provide a
significant amount of services or goods to associate companies other than BHE
subsidiaries, other than certain limited information technology services.


                                       8

<PAGE>


a FUCO, to provide services to the New England Electric System ("NEES")
companies that The National Grid Group plc had proposed to acquire. The
principal recipient of those services was the NEES Service Company, which would
reallocate the charges as appropriate to the NEES Group companies, including
U.S. public utility associate companies.

     The National Grid/NEES Order states that National Grid Company would
provide central administrative services, including shareholder services,
investor relations, group accounts, senior management, human resources, payroll
and pensions. Other services, as specifically requested by the NEES Group
companies, would include engineering, consulting, laboratory services, research
and development projects, and transmission best practices consulting.

     The National Grid/NEES Order states that the costs for specifically
requested services would be directly attributed to specific subsidiaries when
possible to do so accurately. The costs of other services that benefit the NEES
Group companies as members of the National Grid system (i.e., group costs) would
be allocated using measures that reflect the relevant contribution and size of
the individual businesses. In particular, cost allocation would be made on the
basis of an average of the percentages of revenues, operating profit, employee
numbers and net assets of each company relative to the consolidated group.

     The corporate support services provided by NSPI to the Emera System
companies are very similar to the group services provided by National Grid
Company to the NEES Group companies and described in the National Grid / NEES
Order. The cost of NSPI's corporate support services would be allocated among
the Emera System companies served, including NSPI, using an allocation formula
that averages each company's pro rata percentage of Emera's consolidated assets,
revenues, OM&G and EBIT. This method should ensure that the costs of corporate
support services provided by NSPI will be fairly allocated.

     NSPI will also conduct its service activities in accordance with an order
of the Nova Scotia Utility and Review Board that establishes an Interim Code of
Conduct for affiliate transactions. See Exhibit B. Section 2.1 of the Interim
Code of Conduct provides that "NSPI will neither subsidize, nor be subsidized by
an affiliate's current or prospective activities. This means that, among other
things, NSPI's customers will not bear the risks nor share the rewards of an
affiliate's activities." Accordingly, Section 6.8 and 6.9 of the Interim Code of
Conduct


                                       9

<PAGE>


implement fair market value and cost based pricing for goods and services
transactions and provide as follows:

     6.8  NSPI will charge and be charged prices which reflect fair market value
          for all non-regulated utility goods and services provided to
          affiliates or purchased from affiliates, provided that in no case
          shall NSPI supply such goods and services at a loss.

     6.9  Where prices based on market value cannot be established, NSPI will
          charge prices which reflect the utility's fully-allocated costs for
          the goods and services provided.

The corporate support services provided by NSPI to BHE and its subsidiaries fall
under Section 6.9 above since they are not susceptible to fair market value
pricing. For this reason, BHE and its subsidiaries will be charged cost based
prices for the services that they receive from NSPI.

ITEM 2.  FEES, COMMISSIONS, AND EXPENSES

     The incremental fees, commissions and expenses incurred or to be incurred
in connection with this Post-Effective Amendment are estimated at not more than
$10,000.

ITEM 3.  APPLICABLE STATUTORY PROVISIONS

     Applicants' (excluding Emera) request to provide services to associate
companies that do not derive any material part of their income from U.S. sources
is subject to Section 13 and Rule 83 thereunder. In several analogous
situations, the Commission, pursuant to Rule 83, has granted exemptions from the
at-cost and other requirements of Section 13 where nonutility subsidiaries were
providing goods and services to associate companies that did not derive any
material part of their income from U.S. sources. In connection with The Southern
Company's proposed acquisition of Australian public-utility operations, the
Commission, pursuant to Rule 83, exempted goods and services agreements between
a subsidiary of The Southern Company and the Australian co-owners of the
to-be-acquired utility operation from the at-cost requirements of Section 13.
The Southern Company, et al., Holding Co. Act Release No. 25639 (September 23,
1992). The goods and services provided by the subsidiary to the Australian
co-owners included management, technical and training, engineering,
construction, operation, and maintenance services, which were to be provided for
a fee based upon the fair market value of the services. See also Cinergy Corp.,
Holding Co. Act Release No. 26146 (October 21, 1994)


                                       10

<PAGE>


(Cinergy Services permitted to charge fair market value for services rendered to
foreign subsidiaries that do not derive any material part of their income from
sources in the United States); National Fuel Gas Co. et al., Holding Co. Act
Release No. 26364 (exemption granted under Rule 83 for subsidiary companies
providing services to Exempt Wholesale Generators that derive no part of their
income, directly or indirectly, from the generation of electric energy for sale
within the United States).

     Applicants' (excluding Emera) request that the Commission except the Rule
16 Subsidiaries as recipients of services and goods from the provisions of
Section 13(b) and the rules thereunder is subject to Section 13(b) of the Act.
The Act provides that Section 13(b)'s cost requirements do not apply to
transactions that "involve special or unusual circumstances or are not in the
ordinary course of business." The Commission has "granted exemptions under
Section 13(b) in circumstances where a market rate would not adversely affect
consumers." Entergy Corporation, et al., Holding Co. Act Release No. 27039 (June
22, 1999) (exempting inter-company provision of operations and maintenance
services involving partially-owned nonutility subsidiaries). These circumstances
include where the recipient of the services is a (a) FUCO that derives no income
from energy sales in the United States; (b) an exempt wholesale generator
("EWG") that sells electricity at rates approved by federal or state regulators;
(c) a qualifying facility ("QF") that sells electricity to industrial or
commercial customers at an arm's-length negotiated rate; (d) a domestic EWG or
QF that sells electricity at rates based upon its cost of service; and (e) a
partially-owned Rule 58 subsidiary or other nonutility subsidiary, provided the
ultimate purchaser of the goods or services is not a utility subsidiary. See
NiSource, Inc., et al., Holding Co. Act Release No. 27265 (November 1, 2000)
(allowing NiSource's nonutility subsidiaries to provide goods and services to
each other at fair market prices); Energy East Corp., et al., Holding Co. Act
Release No. 27228 (September 12, 2000) (exempting goods and services provided to
nonutility subsidiaries by other nonutility subsidiaries and intermediate
subsidiaries from at-cost requirement).

     Emera's request for confirmation that NSPI should not be deemed a "company
engaged in the business of performing services or construction for, or selling
goods to, associate public utility companies" is subject to Section 13(a) of the
Act and Rule 84 thereunder.


                                       11

<PAGE>


ITEM 4.  REGULATORY APPROVAL

     No state commission and no federal commission, other than this Commission,
has jurisdiction over the proposed transaction.

ITEM 5.  PROCEDURE

     The Commission is respectfully requested to issue and publish the requisite
notice under Rule 23 with respect to the filing of this post-effective amendment
forthwith, such notice to specify the minimum period during which comments may
be entered. The Commission is requested to issue its order granting and
permitting this post-effective amendment to become effective as soon as possible
thereafter.

     Applicants submit that a recommended decision by a hearing officer or other
responsible officer of the Commission is not needed for approval of the proposed
transactions. The Division of Investment Management may assist in the
preparation of the Commission's decision. There should be no waiting period
between the issuance of the Commission's order and the date on which it is to
become effective.

ITEM 6.  EXHIBITS AND FINANCIAL STATEMENTS

     A.   Exhibits

A.   Emera System Associate Companies that May Purchase Services and Goods Under
     Rule 83.

B.   NSPI's Interim Code of Conduct

C.   Form of Notice.

D.   Opinion of Counsel (to be filed by amendment).

E.   Past-Tense Opinion of Counsel (to be filed by amendment).

     B.   Financial Statements

Not applicable


                                       12

<PAGE>


ITEM 7.  INFORMATION AS TO ENVIRONMENTAL EFFECTS

     The proposed transaction neither involves a "major federal action" nor
"significantly affects the quality of the human environment" as those terms are
used in Section 102(2)(C) of the National Environmental Policy Act, 42 U.S.C.
Sec. 4321 et seq. No federal agency is preparing an environmental impact
statement with respect to this matter.

                                   SIGNATURES

     Pursuant to the requirements of the Public Utility Holding Company Act of
1935, the undersigned company has duly caused this post-effective amendment to
its Application to be signed on its behalf by the undersigned thereunto duly
authorized.

- ------------------------------------ -------------------------------------------
Date:  March 4, 2002                 Emera Incorporated
                                     Emera Fuels Inc.
                                     Stellarton Basin Coal Gas Inc.
                                     Strait Energy Inc.
                                     510845 N.B. Inc.
                                     Cablecom Ltd.
                                     Fibretek Inc.
                                     NSP Pipeline Management Ltd.
                                     NSP Pipeline Inc.
                                     Emera Energy Inc.
                                     30566567 Nova Scotia Ltd.
                                     3056568 Nova Scotia Ltd.
                                     Emera Offshore Inc.

                                     By: /s/ Richard J. Smith
                                         --------------------
                                     Name:  Richard J. Smith
                                     Title:  Emera Inc., Corporate Secretary and
                                     General Counsel

- ------------------------------------ -------------------------------------------


                                       13

<PAGE>


                                  Exhibit Index

A.   Emera System Associate Companies that May Purchase Services and Goods Under
     Rule 83.

B.   NSPI's Interim Code of Conduct.

C.   Form of Notice.



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>3
<FILENAME>formexa.txt
<DESCRIPTION>EXHIBIT A TO POS AMC NO. 1
<TEXT>

Exhibit A

    Emera System Associate Companies That May Purchase Services from Emera's
             Canadian Nonutility Subsidiary Companies Under Rule 83

<TABLE>
<CAPTION>
- ----------------------------- ---------------------- ------------------ ------------------ -----------------
Purchasing Associate Company  Revenues for the       Percentage of      Income for the     Percentage of
                              Twelve Months Ending   Revenues Derived   Twelve Months      Income Derived
                              December 31, 2001      from U.S.          Ending December    from U.S.
                              ($U.S. 000's)          Sources (%)        31, 2001 ($U.S.    Sources (%)
                                                                        000's)
- ----------------------------- ---------------------- ------------------ ------------------ -----------------
<S>                          <C>                     <C>               <C>                 <C>
Emera Inc.
- ----------------------------- ---------------------- ------------------ ------------------ -----------------
Consolidated/1                        648,347                 8.2             73,776             8.4
Consolidated Pro Forma/2              799,406                25.4             78,765            14.1
- ----------------------------- ---------------------- ------------------ ------------------ -----------------
Nova Scotia Power Inc.                541,600                 --              67,847             --
- ----------------------------- ---------------------- ------------------ ------------------ -----------------
Emera Fuels Inc.                       46,250                 --                 329             --
- ----------------------------- ---------------------- ------------------ ------------------ -----------------
Stellarton Basin Coal Gas
Inc.                                     --                   --                (311)            --
- ----------------------------- ---------------------- ------------------ ------------------ -----------------
Strait Energy Inc.                        254                 --                 (53)            --
- ----------------------------- ---------------------- ------------------ ------------------ -----------------
510845 N.B. Inc.                          452                 --                --               --
- ----------------------------- ---------------------- ------------------ ------------------ -----------------
Cablecom Ltd.                           1,093                 --                (119)            --
- ----------------------------- ---------------------- ------------------ ------------------ -----------------
Fibretek Inc.                             337                 --                (107)            --
- ----------------------------- ---------------------- ------------------ ------------------ -----------------
NSP Pipeline Management Ltd.             --                   --                --               --
- ----------------------------- ---------------------- ------------------ ------------------ -----------------
NSP Pipeline Inc.                        --                   --               1,143             --
- ----------------------------- ---------------------- ------------------ ------------------ -----------------
Emera Energy Inc.                       1,171                 --              (1,403)            --
- ----------------------------- ---------------------- ------------------ ------------------ -----------------
30566567 Nova Scotia Ltd.                --                   --                --               --
- ----------------------------- ---------------------- ------------------ ------------------ -----------------
3056568 Nova Scotia Ltd.                 --                   --                --               --
- ----------------------------- ---------------------- ------------------ ------------------ -----------------
Emera Offshore Inc.                     5,191                 --                 585             --
- ----------------------------- ---------------------- ------------------ ------------------ -----------------
</TABLE>

Exchange rate is CDN$1.5484=US$1.00 (average for 2001).

     1 Emera acquired BHE in October 2001. Consequently, the requests and income
in this row reflect a contribution of only three months of BHE revenues and
income to Emera's consolidated results for 2001.

     2 The Emera consolidated information in this row is pro forma, as if BHE
had been acquired by Emera on January 1, 2001.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>4
<FILENAME>formexb.txt
<DESCRIPTION>EXHIBIT B TO POS AMC; NSPI CODE OF CONDUCT
<TEXT>
Exhibit B


ORDER                                                          NSUARB-NSPI-P-167

                    IN THE MATTER OF THE PUBLIC UTILITIES ACT

                                      -and-

IN THE MATTER OF AN INTERIM CODE OF CONDUCT to govern the relations
between NOVA SCOTIA POWER INC. and its AFFILIATES

BEFORE:        John A.  Morass, C.A., Chair
               Margaret A.M. Shears, Vice-chair
               John L.  Harris, Q.C., Member


                                      ORDER

     WHEREAS Nova Scotia Power Inc. (NSPI) is a body corporate incorporated
pursuant to the Companies Act and is engaged in the production and supply of
electrical energy in Nova Scotia;

     AND WHEREAS NSPI is a public utility and its business activities are
regulated by the Nova Scotia Utility and Review Board (Board) pursuant to the
Public Utilities Act;

     AND WHEREAS NSPI is the principal operating subsidiary of, and is wholly
owned by, Emera Inc. (Emera), formerly known as NS Power Holdings Incorporated,
a body corporate incorporated pursuant to the Companies Act on July 23, 1998;

     AND WHEREAS Emera, by itself and through subsidiaries other than NSPI, has
a member of business interests and engages in a number of business activities
which are not subject to regulation under the Public Utilities Act;

     AND WHEREAS the Board stated the following in its decision dated March 4,
1996, on an application by NSPI for a general rate increase: "The Board will
review the issues involved in ensuring that unregulated subsidiaries are not
cross-subsidized by the customers of the utility and may at a later date
prescribe additional cost separation procedures to be followed by NSPI";

     AND WHEREAS NSPI recognizes that the ratepayers fo NSPI should not be
harmed by transactions between NSPI and its affiliates;

     AND WHEREAS the Board has engaged Consultants to assist it in developing a
Code of Conduct which would apply to the business activities of NSPI and its
affiliates;


<PAGE>



     AND WHEREAS the Consultants have engaged in extensive discussions with NSPI
with regard to the form and content of a Code of Conduct;

     AND WHEREAS the Board has reviewed the Code of Conduct developed by its
Consultants and NSPI, and is prepared to approve it on an interim basis;

     AND WHEREAS the Code of Conduct is a public document which shall be subject
to review at a future general rate hearing or, in the discretion of the Board,
at an earlier public hearing;

     IT IS ORDERED AND DECLARED THAT:

     1. The NSPI Interim Code of Conduct attached hereto as Schedule "A" is
hereby approved;

     2. The Interim Code of Conduct shall come into force on September 16, 2001;

     3. The Interim Code of Conduct shall remain in force until a final Code of
Conduct is approved by the Board pursuant to a future general rate hearing or
pursuant to an earlier public hearing at the discretion of the Board.

     4. Notwithstanding that the Interim Code of Conduct does not formally come
into force until September 16, 2001, NSPI and its affiliates shall, to the
extent feasible, conduct their business activities in accordance with the
provision of the Interim Code of Conduct, effective immediately.

     DATED at Halifax, Nova Scotia, this 16th day of March, 2001.



                                                     --------------------------
                                                     Clerk of the Board




<PAGE>



                             NOVA SCOTIA POWER INC.
                             INTERIM CODE OF CONDUCT
                          Effective September 15, 2001


1.0  PURPOSE

1.1  The primary purpose of this Code of Conduct is to ensure that the customers
     of Nova Scotia Power Inc. (NSPI) are not harmed by transactions between
     NSPI and its affiliates1.

2.0  STATEMENT OF PRINCIPLES

2.1  NSPI will neither subsidize, nor be subsidized by an affiliate's current or
     prospective activities. This means that, among other things, NSPI's
     customers will not bear the risks nor share the rewards of an affiliate's
     activities.

2.2  Competition in markets where NSPI's affiliate are active will not be
     impaired by non-market behaviour by NSPI..

3.0  CORPORATE STRUCTURE

     Objectives

     To separate regulated electric and other utility services2 from affiliate
     activities.

     Protocols

3.1  EMERA, the parent company of NSPI, will create and maintain a corporate
     organizational structure which ensures that regulated electric and other
     utility services are provided solely by NSPI and by no other affiliate.

3.2  NSPI will maintain a complete list of all of its affiliates. The list will
     include the name and address of each affiliate, a brief description of its
     activities and the names, addresses and telephone numbers of all of its
     officers. The list will be kept on open file with Nova Scotia Utility and
     Review Board (Board).


4.0  UTILITY MANAGEMENT

- --------
     1 For the purposes of this Code of Conduct, the term "affiliate" shall be
interpreted in accordance with Sections 2(2), 2(3) and 2(4) of the Nova Scotia
Companies Act.

     2 Regulated electric and other utility services are those covered by the
Public Utilities Act.



<PAGE>



     Objectives

4.1  NSPI will maintain a management team capable of delivering a superior level
     of performance.

4.2  NSPI will maintain a management team cable of delivering a superior level
     of performance.

5.0  UTILITY FINANCING

     Objectives

     To maintain a capital structure for NSPI which is in accordance with
     applicable Board decisions.

5.1  NSPI's capital structure will reflect the Board approved capital structure.

5.2  NSPI's capital structure will not be used to subsidize affiliate
     activities. Affiliate risks or losses will not be borne by NSPI's
     customers.

5.3  NSPI shall not, without the prior approval of the Board, provide loans to,
     guarantee the indebtedness of, or invest in securities of an affiliate.

6.0  FAIR DEALING

     Objectives

     To avoid discrimination in the matter of pricing or in any other manner
     against non-affiliated buyers or regulated electric utility services.

     To avoid NSPI subsidizing or being subsidized by the activities of
     affiliates.

     Protocols

6.1  NSPI will provide access to regulated utility services on a
     non-discriminatory basis.

6.2  The financial records of NSPI, as well as NSPI's information systems, will
     be kept separate from those of its affiliates.

6.3  NSPI will not directly or indirectly state, imply or offer any preference
     or favoured treatment to NSPI's affiliates or persons using affiliate
     services.

6.4  NSPI will not provide confidential customer information to affiliates or
     other persons without prior customer consent.



<PAGE>



6.5  NSPI will provide customer information to NSPI affiliates and
     non-affiliates in a non-discriminatory manner.

6.6  NSPI will charge Board approved rates for all regulated electric and other
     utility services provided to affiliates.

6.7  NSPI will charge and be charged a market rate of return for any assistance
     it provides to or receives from affiliates by way of a guarantee or loan.

6.8  NSPI will charge and be charged prices which reflect fair market value for
     all non-regulated utility goods and services provided to affiliates or
     purchased from affiliates, provided that in no case shall NSPI supply such
     goods and services at a loss.

6.9  Where prices based on market value cannot be established, NSPI will charge
     prices which reflect the utility's fully-allocated costs for the goods and
     services provided.

6.10 Where a capital asset is transferred from NSPI to an affiliate or from an
     affiliate to NSPI, that asset will be transferred at a prices to be
     approved by the Board in advance.

6.11 The costs of corporate support services3 will be fairly allocated between
     NSPI and its affiliates. The allocation factor employed will depend on the
     nature of the corporate support services.

7.0  ACCOUNTING COMPLIANCE

     Objectives

     To separate and fully account for the value of goods, services, financial
     and other support delivered to or from NSPI and its affiliates.

     Protocols

7.1  NSPI shall report annually to the Board the following information:

     (a)  A detailed listing of all assets, services and products provided to
          and from NSPI and each of its affiliated companies.

     (b)  Each item on the listing should indicate the price received or paid
          and, as appropriate, the relevant fully allocated costs or market
          values.

     (c)  Where fair market value is used, an explanation should be provided as
          to how the value was determined, including the comparative sources for
          the value.

- --------
     3 Corporate support services are those Management and Administrative
services which are provided to affiliates by NSPI. Examples include Board of
Directors' costs, Public and Regulatory Affairs, Finance and Administration,
Corporate Services, Legal, Human Resources and Information Technology.


<PAGE>


     (d)  Where cost allocations are involved, a description of the cost
          allocators and methods used to make the allocations should be
          included.

     (e)  A summary of corporate services and the methodology for ensuring fair
          allocations of these costs.

7.2  NSPI shall submit an annual report to the Board by its external auditors,
     in a form satisfactory to the Board, which indicates whether the company is
     in compliance with the provisions of this Code of Conduct.

7.3  In order to monitor compliance, the Board at any time may review the
     records of NSPI and, so far as is required for this sole purpose, the
     records of NSPI affiliates.

8.0  EMPLOYEE COMPLIANCE

     Objectives

     To ensure understanding of and compliance with this Code of Conduct.

     Protocols

8.1  NSPI will inform all its managers and employees directly involved in
     affiliate activities of their expected behaviour relative to the Code of
     Conduct and will undertake annual management reviews to ensure compliance.

9.0  GENERAL

9.1  All reports referred to in this document shall be provided by April 30 in
     respect of each preceding year.

9.2  This Code of Conduct shall become effective six (6) months following
     approval by the Board.



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.3
<SEQUENCE>5
<FILENAME>formexc.txt
<DESCRIPTION>EXHIBIT C TO POS AMC NO. 1
<TEXT>
Exhibit C

                             Proposed Form Of Notice

SECURITIES AND EXCHANGE COMMISSION
(Release No. 35-_____)
Filings under the Public Utility Holding Company Act of 1935, as amended ("Act")

March ___, 2002

     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
_________, 2002 to the Secretary, Securities and Exchange Commission, 450 5th
Street, N.W., Washington, D.C. 20549, and serve a copy on the relevant
applicant(s) and/or declarant(s) at the address(es) as 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 __, 2002, the application(s) and/or
declaration(s), as filed or as amended, may be granted and/or permitted to
become effective.

                                    * * * * *

Emera Incorporated, et al. (70-9787)

     Emera Incorporated ("Emera"), a registered holding company located at P.O.
Box 910, Halifax, Nova Scotia, Canada B3J2W5, has filed a post-effective
amendment to the above-referenced application-declaration seeking various
authorizations related to the provision of goods and services among Emera and
its associate companies (the "Emera System") under Section 13 and Rules 83 and
84 thereunder.


<PAGE>


     By order dated October 1, 2001, the Commission granted the
application/declaration of Emera to acquire the outstanding common stock of
Bangor Hydro-Electric Company ("BHE") and its public-utility subsidiary
companies (the "Merger"). Emera Inc., Holding Co. Act Release No. 27445 (October
1, 2001) ("Merger Order"). In the Merger Order, the Commission reserved
jurisdiction over Emera's request to form a service company subsidiary, Emera
Services, to provide a variety of services to Emera and its subsidiaries,
pending completion of the record.

     Subsequently, Emera has given further consideration to the formation of a
system service company and has determined that the relatively small volume of
goods sold and services that are expected to be rendered on a centralized basis
do not justify the formation of a system service company at this time. Emera
therefore proposes that such goods and services be provided by Emera System
companies to other Emera System companies.

     Presently, Nova Scotia Power, Inc. ("NSPI"), a foreign utility company
under Section 33 of the Act, renders the bulk of services to companies in the
Emera System. NSPI will provide services at cost to BHE and its subsidiaries, as
determined in accordance with Rule 91 under the Act, and at cost or at fair
market value to other Emera System companies, consistent with NSPI's Interim
Code of Conduct.

     Emera's Canadian nonutility subsidiaries seek authorization under Rule 83
under the Act to provide goods and services to Emera System associate companies,
other than BHE and its subsidiaries. The Emera System associate companies that
would purchase such goods and services are organized and operate in Canada and
do not derive, directly or indirectly, any material part of their income from
sources within the U.S. To the extent that they provide goods and services to
four indirect partially-owned U.S. subsidiaries that are exempt from all
obligations, duties or liabilities imposed upon them by the Act under Rule 16,
Emera's Canadian nonutility subsidiaries also request an exemption from the
at-cost requirements of Section 13(b), based on the special or unusual
circumstances presented by such transactions.

     Emera may also provide services, principally management oversight, to
certain Emera System companies. Services or goods provided to BHE and/or BHE's
subsidiaries would be provided at no charge. Services or goods provided to other
Emera System companies would be provided at such prices as Emera may determine
from time to time. Emera requests that NSPI should not be deemed a "company
engaged in the business of performing services or construction for, or selling
goods to, associate public utilities companies" under Section 13(a) of the Act
and Rule 84 thereunder.


<PAGE>


Finally, BHE may provide certain services on an incidental basis to Emera System
companies at cost.

     For the Commission by the Division of Investment Management, pursuant to
delegated authority.

                                               Jonathan G. Katz
                                               Secretary



</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
