U-1 1 u1.txt FORM U1 File No. 070-09849 United States Securities and Exchange Commission Washington, D.C. 20549 ---------------------------------------- Form U-1/A Pre-Effective Amendment No. 1 Application/Declaration Under the Public Utility Holding Company Act of 1935 ---------------------------------------- National Grid Group plc National Grid General Partnership New National Grid plc 8th Floor (to be renamed National Grid Group plc) Oliver Building National Grid (US) Holdings Limited 2 Oliver Street National Grid (US) Investments Boston, MA 02109 15 Marylebone Road London NW15JD National Grid (Ireland) 1 Limited United Kingdom National Grid (Ireland) 2 Limited 6 Avenue Pasteur National Grid USA L 2310 25 Research Drive Luxembourg Westborough, MA 01582 Niagara Mohawk Holdings, Inc. 300 Erie Boulevard West Syracuse, New York _____ (Names of companies filing this statement and addresses of principal executive offices) ---------------------------------------- New National Grid plc (Name of top registered holding company) ---------------------------------------- Kirk L. Ramsauer Gary J. Lavine Deputy General Counsel Senior Vice President and Chief Legal National Grid USA Officer 25 Research Drive Niagara Mohawk Holdings, Inc. Westborough, Massachusetts 01582 300 Erie Boulevard West Telephone: (508) 389-2972 Syracuse, New York 13202 Facsimile: (508) 389-3518 Telephone: (315) 428-6947 Facsimile: (315) 428-5746 (Names and addresses of agents for service) The Commission is also requested to send copies of any communication in connection with this matter to: Markian M. W. Melnyk Steven Agresta LeBoeuf, Lamb, Greene & MacRae, L.L.P. Swidler Berlin Shereff Friedman, LLP 1875 Connecticut Ave., N.W. 3000 K Street. N.W. Washington, D.C. 20009-5728 Washington, D.C. 20007 Telephone: (202) 986-8000 Telephone: (202) 424-7500 Facsimile: (202) 986-8102 Facsimile: (202) 424-7643 Janet Geldzahler Sullivan & Cromwell 125 Broad Street New York, New York 10004-2498 Telephone: (212) 558-4000 Facsimile: (212) 558-3588 or (212) 514-5706 This pre-effective Amendment No. 1 revises the Form U-1 Application/Declaration in this proceeding, originally filed with the Securities and Exchange Commission on February 6, 2000, in File No. 070-09849. The Amendment adds certain exhibits to Item 6 of the Application/Declaration. * * * * * Item 6. Exhibits and Financial Statements Exhibits A-1 Memorandum and Articles of Association of NGG, incorporated by reference to Exhibit A-1 to SEC File No. 70-9473, filed March 26, 1999. A-2 Memorandum and Articles of Association of National Grid (to be filed by amendment). A-3 Certificate of Incorporation of NiMo, incorporated by reference to NiMo's Annual Report on Form 10-K for the year ended December 31, 1994. A-4 By-Laws of NiMo incorporated by reference to NiMo's Quarterly Report on Form 10-Q for the quarter ended March 31, 1998. B-1 Agreement and Plan of Merger and Scheme of Arrangement by and among National Grid Group plc, Niagara Mohawk Holdings, Inc., New National Grid Limited, and Grid Delaware, Inc. dated as of September 4, 2000 and amended December 1, 2000, incorporated by reference to Annex A to the proxy statement/prospectus filed with Amendment No. 2 to New National Grid plc's registration statement on Form F-4, Exhibit B-2, hereto. B-2 Registration Statement of New National Grid plc on Form F-4, Amendment No. 2, incorporated by reference to SEC File No. 333-47234, filed on December 4, 2000. C-1 Application to the New York State Public Service Commission (filed under cover of Form SE). C-2 Order of the New York State Public Service Commission (to be filed by amendment). C-3 Application to the Vermont Service Board (to be filed by amendment). C-4 Order of the Vermont Service Board (to be filed by amendment). D-1 Map of National Grid USA's service territory (filed under cover of Form SE). D-2 Map of Niagara Mohawk Power Corporation's service territory (filed under cover of Form SE). E-1 Opinion of Counsel - National Grid Group plc (to be filed by amendment). E-2 Opinion of Counsel - Niagara Mohawk Holdings, Inc. (to be filed by amendment). F-2 Past tense opinion of counsel (to be filed by amendment). G-1 Application to the Federal Energy Regulatory Commission. (Exhibit A, Niagara Mohawk Power Corporation Franchise List, Exhibit K, Maps of Various Operating Areas and Attachment 2 Work Papers of Dr. Henry Kahway, filed under cover of Form SE; Exhibit I incorporated by reference to Exhibit B-1) G-2 Order of the Federal Energy Regulatory Commission (to be filed by amendment). G-3 DOJ/FTC Approvals (to be filed by amendment). G-4 Letter from the Committee on Foreign Investment in the United States, dated March 26, 2001. H-1 2000 Annual Report on Form 20-F of National Grid Group plc, SEC File No. 1-4315 (filed ______, 2001) (to be filed by amendment). H-2 1999 Annual Report on Form 10-K of Niagara Mohawk Holdings, Inc., incorporated by reference to Niagara Mohawk Holdings, Inc's Form 10-K405, SEC File No. 000-25595 (filed March 24, 2000). I-1 Proposed Form of Notice (previously filed). J-1 Gas Retention Study. K-1 Form of Services Agreement between National Grid USA Service Company and the Niagara Mohawk System Companies (to be filed by amendment). L-1 Description of National Grid Subsidiaries (to be filed by amendment). L-2 Description of Niagara Mohawk Subsidiaries. M-1 Merger and Restructuring Transaction Steps (to be filed by amendment). N-1 Post-Transaction Corporate Chart (to be filed by amendment). O-1 Outstanding External Financing of the NiMo System. P-1 Opinion of Donaldson, Lufkin & Jenrette Securities Corporation (included as Annex B to the proxy statement/prospectus filed with NiMo's registration statement in Exhibit B-2, hereto). Financial Statements FS-1 National Grid Group plc Unaudited Pro Forma Condensed Consolidated Balance Sheet as of September 30, 2000 (to be filed by amendment). FS-2 National Grid Group plc Unaudited Pro Forma Condensed Statement of Consolidated Income for the Twelve Months Ended September 30, 2000 (to be filed by amendment). FS-3 Notes to the Unaudited Pro Forma Combined Condensed Consolidated Financial Statements (to be filed by amendment). FS-4 National Grid Group plc Consolidated Balance Sheet and Statement of Income for the Year Ended September 30, 2000, included in Exhibit H-1 to this Application. FS-5 Niagara Mohawk Holdings, Inc. Balance Sheet and Statement of Income for the Year Ended and As of December 31, 1999, incorporated by reference to Exhibit H-2. FS-6 Financial Statements of Niagara Mohawk Holdings, Inc. as of and for the three months and nine months ended September 30, 2000, incorporated by reference to Niagara Mohawk Holdings, Inc's Form 10-Q, SEC File No. 000-25595 (filed November 14, 2000). FS-7 Niagara Mohawk Holdings, Inc. Balance Sheet and Statement of Income for the Year Ended and as of December 31, 2000. SIGNATURE Pursuant to the requirements of the Public Utility Holding Company Act of 1935, Applicants have duly caused this Application-Declaration to be signed on their behalf by the undersigned thereunto duly authorized. Date: May 1, 2001 National Grid Group plc and National Grid USA By: /s/ Jonathan M. G. Carlton ------------------------------ Jonathan M.G. Carlton Vice President and Director of Regulatory Research National Grid USA Date: May 1, 2001 National Grid (US) Holdings Limited and National Grid (US) Investments By: /s/ Martin O'Donovan ------------------------ Martin O'Donovan Director Date: May 1, 2001 National Grid General Partnership By: /s/ Tony Hill ------------------------ Tony Hill Director Date: May 1, 2001 National Grid (Ireland) 1 Limited and National Grid (Ireland) 2 Limited By: /s/ Michael E. Jesanis ------------------------ Michael E. Jesanis Director Date: May 1, 2001 Niagara Mohawk Holdings, Inc. By: /s/ Gary J. Lavine ---------------------- Gary J. Lavine Senior Vice President and Chief Legal Officer Niagara Mohawk Holdings, Inc. Exhibit Index B-1 Agreement and Plan of Merger and Scheme of Arrangement by and among National Grid Group plc, Niagara Mohawk Holdings, Inc., New National Grid Limited, and Grid Delaware, Inc. dated as of September 4, 2000 and amended December 1, 2000, incorporated by reference to Annex A to the proxy statement/prospectus filed with Amendment No. 2 to New National Grid plc's registration statement on Form F-4, Exhibit B-2, hereto. (Company Disclosure Schedules, dated September 4, 2000, filed under cover of Form SE). G-1 Application to the Federal Energy Regulatory Commission (Exhibit A, Niagara Mohawk Power Corporation Franchise List, Exhibit K, Maps of Various Operating Areas and Attachment 2 Work Papers of Dr. Henry Kahway, filed under cover of Form SE; Exhibit I incorporated by reference to Exhibit B-1) G-4 Letter from the Committee on Foreign Investment in the United States, dated March 26, 2001. J-1 Gas Retention Study L-2 Description of Niagara Mohawk subsidiaries FS-7 Niagara Mohawk Holdings, Inc. Balance Sheet and Statement of Income for the Year Ended and as of December 31, 2000.