-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QmAV1TuzkbZKyKpdZWJ04JC9nH3eYcyrj0VOPqLJf8s1J1KFjnqvGoa6/baDPKRQ 6d5lbZ10Fkz/PuweisjMgg== 0000950135-97-004556.txt : 19971115 0000950135-97-004556.hdr.sgml : 19971115 ACCESSION NUMBER: 0000950135-97-004556 CONFORMED SUBMISSION TYPE: SC 13E4/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19971113 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NARRAGANSETT ELECTRIC CO CENTRAL INDEX KEY: 0000069659 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 050187805 STATE OF INCORPORATION: RI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13E4/A SEC ACT: SEC FILE NUMBER: 005-51855 FILM NUMBER: 97717249 BUSINESS ADDRESS: STREET 1: 280 MELROSE ST CITY: PROVIDENCE STATE: RI ZIP: 02907 BUSINESS PHONE: 4019411400 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NEW ENGLAND ELECTRIC SYSTEM CENTRAL INDEX KEY: 0000071297 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 041663060 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13E4/A BUSINESS ADDRESS: STREET 1: 25 RESEARCH DR CITY: WESTBOROUGH STATE: MA ZIP: 01581 BUSINESS PHONE: 5083669011 SC 13E4/A 1 THE NARRAGANSETT ELECTRIC COMPANY 1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ SCHEDULE 13E-4 ISSUER TENDER OFFER STATEMENT (PURSUANT TO SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934) (AMENDMENT NO. 1) ------------------------ THE NARRAGANSETT ELECTRIC COMPANY (NAME OF ISSUER) NEW ENGLAND ELECTRIC SYSTEM (NAME OF PERSON FILING STATEMENT)
TITLE CUSIP NUMBER --------------------------------------------------------------------- ------------ The Narragansett Electric Company, Cumulative Series Preferred Stock 4.50% Series.................................................... 631005 20 4 4.64% Series.................................................... 631005 30 3 6.95% Series.................................................... 631005 50 1
(TITLE OF CLASS OF SECURITIES) (CUSIP NO. OF CLASS OF SECURITIES) MICHAEL E. JESANIS VICE PRESIDENT AND TREASURER KIRK L. RAMSAUER ASSOCIATE GENERAL COUNSEL NEW ENGLAND ELECTRIC SYSTEM 25 RESEARCH DRIVE WESTBOROUGH, MASSACHUSETTS 01582-0099 (508) 389-2972 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSONS AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF THE PERSON FILING STATEMENT) NOVEMBER 7, 1997 (DATE TENDER OFFER FIRST PUBLISHED, SENT OR GIVEN TO SECURITY HOLDERS) CALCULATION OF FILING FEE
TRANSACTION VALUATION* AMOUNT OF FILING FEE $39,000,000 $7,800
- --------------- * Solely for purposes of calculating the filing fee and computed pursuant to Section 13(e)(3) of the Securities Exchange Act of 1934, as amended, and Rule 0-11(b)(1) thereunder, the transaction value equals the total amount of funds, excluding fees and other expenses, required to purchase all outstanding shares of each series of securities listed above pursuant to the Offer described in the Offer to Purchase and Proxy Statement filed as an Exhibit hereto. [X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. Amount Previously Paid: $7,800 -------------------------------------------------------------------- Form or Registration No.: Schedule 13E-4 -------------------------------------------------------------------- Filing Party: New England Electric System -------------------------------------------------------------------- Date Filed: November 7, 1997 --------------------------------------------------------------------
================================================================================ 2 THIS AMENDMENT NO. 1 IS BEING FILED FOR THE SOLE PURPOSE OF ADDING EXHIBITS 9(A)(9) AND 9(A)(10). ITEM 1. SECURITY AND ISSUER. (a) Incorporated herein by reference to the information appearing on the front cover of the Offer to Purchase and Proxy Statement, dated November 6, 1997, filed as Exhibit 9(a)(1) to this Issuer Tender Offer Statement on Schedule 13E-4 (the "Offer to Purchase and Proxy Statement"). (b) Incorporated herein by reference to the information appearing on the front cover of the Offer to Purchase and Proxy Statement, and to the information appearing under the captions "Terms of the Offer -- Number of Shares; Purchase Prices; Expiration Date; Dividends" and "Transactions and Agreements Concerning the Shares" in the Offer to Purchase and Proxy Statement. (c) Incorporated herein by reference to the information appearing under the caption "Price Range of Shares; Dividends" in the Offer to Purchase and Proxy Statement. (d) New England Electric System, a Massachusetts voluntary association ("NEES"), is the person filing this Statement and is the owner of 100% of the common stock of the issuer, The Narragansett Electric Company ("Narragansett"). NEES' principal office is at 25 Research Drive, Westborough, Massachusetts 01582-0099. The name "New England Electric System" means the trustee or trustees for the time being (as trustee or trustees but not personally) under an agreement and declaration of trust dated January 1, 1926, as amended, which is hereby referred to, and a copy of which as amended has been filed with the Secretary of the Commonwealth of Massachusetts. Any agreement, obligation or liability made, entered into or incurred by or on behalf of New England Electric System binds only its trust estate, and no shareholder, director, trustee, officer or agent thereof assumes or shall be held to any liability therefore. ITEM 2. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. (a)-(b) Incorporated herein by reference to the information appearing under the caption "Source and Amount of Funds" in the Offer to Purchase and Proxy Statement. ITEM 3. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE Incorporated herein by reference to the information appearing under the caption "Purpose of the Offer, Proposed Amendment, and Proxy Solicitation," and "Terms of the Offer -- Certain Effects of the Offer" in the Offer to Purchase and Proxy Statement. ITEM 4. INTEREST IN SECURITIES OF THE ISSUER. Incorporated herein by reference to the information appearing under the caption "Transactions and Agreements Concerning the Shares" in the Offer to Purchase and Proxy Statement. ITEM 5. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO THE ISSUER'S SECURITIES. Incorporated herein by reference to the information appearing under the caption "Transactions and Agreements Concerning the Shares" in the Offer to Purchase and Proxy Statement. ITEM 6. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED. Incorporated herein by reference to the information appearing under the caption "Fees and Expenses Paid to Dealers" in the Offer to Purchase and Proxy Statement. 1 3 ITEM 7. FINANCIAL INFORMATION. (a) Incorporated herein by reference to the financial statements included in the Annual Report on Form 10-K for the year ended December 31, 1996 and the Quarterly Report on Form 10-Q for the quarter ended June 30, 1997 of Narragansett and to the information appearing under the caption "Summary of Financial Information" in the Offer to Purchase and Proxy Statement. (b) Not applicable. ITEM 8. ADDITIONAL INFORMATION. (a) Not applicable. (b) Incorporated herein by reference to the information appearing under the caption "Terms of the Offer -- Certain Conditions of the Offer" in the Offer to Purchase and Proxy Statement. (c) Not applicable. (d) Not applicable. (e) See Exhibits 9(a)(1) and 9(a)(2). ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
EXHIBIT NO. DESCRIPTION - ----------- ------------------------------------------------------------------------------- 9(a)(1)* Offer to Purchase and Proxy Statement, dated November 6, 1997. 9(a)(2)* Form of Letter of Transmittal and Proxy. 9(a)(3)* Notice of Guaranteed Delivery and Proxy. 9(a)(4)* Letter to Brokers, Dealers, Commercial Banks, Trust Companies, and other Nominees. 9(a)(5)* Letter to Clients of Brokers, Dealers, Commercial Banks, Trust Companies, and other Nominees. 9(a)(6)* Letter to Shareholders, dated November 6, 1997. 9(a)(7)* Summary Instructions for Participating in the Offer. 9(a)(8)* Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. 9(a)(9) Press Release. 9(a)(10) Summary Advertisement. 9(b) Not applicable. 9(c) Not applicable. 9(d)* Tax Opinion of Hale and Dorr LLP 9(e) Not applicable. 9(f) Not applicable. 9(g)* Annual Report on Form 10-K for the year ended December 31, 1996 (Incorporated by reference). 9(h)* Quarterly Report on Form 10-Q for the quarter ended June 30, 1997 (Incorporated by reference).
- --------------- * Previously filed. 2 4 SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: November 13, 1997 NEW ENGLAND ELECTRIC SYSTEM By: /s/ MICHAEL E. JESANIS ------------------------------------ Vice President and Treasurer 3 5 EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION - ----------- ------------------------------------------------------------------------------- 9(a)(1)* Offer to Purchase and Proxy Statement, dated November 6, 1997. 9(a)(2)* Form of Letter of Transmittal. 9(a)(3)* Notice of Guaranteed Delivery and Proxy. 9(a)(4)* Letter to Brokers, Dealers, Commercial Banks, Trust Companies, and other Nominees. 9(a)(5)* Letter to Clients of Brokers, Dealers, Commercial Banks, Trust Companies, and other Nominees. 9(a)(6)* Letter to Shareholders, dated November 6, 1997. 9(a)(7)* Summary Instructions for Participating in the Offer. 9(a)(8)* Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. 9(a)(9) Press Release. 9(a)(10) Summary Advertisement. 9(b) Not applicable. 9(c) Not applicable. 9(d)* Tax Opinion of Hale and Dorr LLP 9(e) Not applicable. 9(f) Not applicable. 9(g)* Annual Report on Form 10-K for the year ended December 31, 1996 (Incorporated by reference). 9(h)* Quarterly Report on Form 10-Q for the quarter ended June 30, 1997 (Incorporated by reference).
- --------------- * Previously filed. EX-9.(A)(9) 2 PRESS RELEASE 1 EXHIBIT 9.(a)(9) FOR IMMEDIATE RELEASE: November 12, 1997 CONTACT: Robert G. Seega, 508-389-2178 (days) 508-389-4966 (evenings) seega@neesnet.com (electronic mail) New England Electric System (NYSE:NES) - -------------------------------------- Announces Tender Offer for Preferred - ------------------------------------ Stock of Subsidiaries; Seeks Amendment of Provisions - ---------------------------------------------------- Westborough, MA . . . .New England Electric System (NEES) has commenced offers to purchase for cash any and all outstanding shares of preferred stock of New England Power Company (NEP), Massachusetts Electric Company (Mass Electric), and The Narragansett Electric Company (Narragansett). The amounts outstanding for each company are $39.7 million, $50 million, and $36.5 million respectively, for a total of $126.2 million. The series of preferred stock that NEES is offering to purchase and the applicable purchase prices are as follows: -more- 2 New England Power Company Purchase Price - ------------------------- -------------- $100 par value Dividend Series Preferred Stock 4.56% Series $ 90.30 4.60% Series $ 91.09 4.64% Series $ 91.88 6.08% Series $103.34 Cumulative Preferred Stock 6% $116.50 Massachusetts Electric Company Purchase Price* - ------------------------------ --------------- $100 par value Dividend Series Preferred Stock 4.44% Series $ 87.92 4.76% Series $ 94.26 6.99% Series $120.73 $25 par value Preferred Stock - Cumulative 6.84% Series $ 27.00 The Narragansett Electric Company Purchase Price* - --------------------------------- --------------- $50 par value Cumulative Preferred Stock 4.50% Series $ 42.86 4.64% Series $ 45.94 6.95% Series $ 60.25 *Plus accrued dividends. The tender offers commenced on Friday, November 7, 1997, and are scheduled to expire at 5:00 P.M., New York City time on Friday, December 12, 1997, unless extended. Concurrently with the offers, the boards of directors of NEP, Mass Electric and Narragansett are soliciting proxies for use at special meetings of preferred shareholders of NEP, Mass Electric and Narragansett to be held on Friday, December 12, 1997 (the Special Meetings). -more- 3 The Special Meetings are being held to consider amendments (the Proposed Amendments), to NEP's and Mass Electric's By-Laws and Articles of Incorporation, and Narragansett's Preferred Stock Provisions (together, the Provisions), which would remove from the Provisions a limitation on NEP's, Mass Electric's, and Narragansett's ability to issue unsecured debt without the prior approval of the preferred shareholders. The Proposed Amendments will increase the financial flexibility of and better prepare NEP, Mass Electric and Narragansett to face the challenges of a competitive electric industry. Preferred shareholders are required to vote in favor of the Proposed Amendments in order to tender their shares. Each of NEES' tender offers is conditioned upon, among other things, the Proposed Amendments being approved and adopted at the Special Meetings. Preferred shareholders have the right to vote on the Proposed Amendments regardless of whether they tender their shares. If the Proposed Amendments are approved and adopted, NEP, Mass Electric and Narragansett will make a special cash payment in the amount of $1.00 per share for $100 par value shares except for NEP 6% Cumulative Preferred Stock, 50 cents per share for $50 par value shares, and 25 cents per share for $25 par value shares to each preferred shareholder who voted in favor of the Proposed Amendments, providing that such shares are not tendered to NEES' offers. Those preferred shareholders who validly tender their shares will be entitled only to the purchase price per share listed above. The Dealer Manager for the tender offers is Merrill Lynch & Co. (888-654-8637), and the Information Agent is Georgeson & Company Inc. (800-223-2064). New England Electric System, a public utility holding company headquartered in Westborough, Massachusetts, serves more than 1.3 million homes and businesses in three states. Retail subsidiaries include: Massachusetts Electric Company, serving 959,000 customers in 146 communities; The Narragansett Electric Company, serving 330,000 customers in 27 Rhode Island communities; Granite State Electric Company, serving 36,000 customers in 21 New Hampshire communities; and Nantucket Electric Company, serving 8,000 customers on Nantucket Island (Massachusetts). New England Power Company, NEES's wholesale generation and transmission subsidiary, owns and operates 20 generating stations. - 30 - EX-9.(A)(10) 3 SUMMARY ADVERTISEMENT 1 EXHIBIT 9.(a)(10) This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares. Each Offer is made solely by an Offer to Purchase and Proxy Statement and the related Letter of Transmittal and Proxy, and is being made to all Preferred Shareholders. New England Electric System is not aware of any jurisdiction where the making of each Offer or the tender of Shares is not in compliance with any applicable law. If New England Electric System becomes aware of any jurisdiction where the making of each Offer or the tender of Shares is not in compliance with applicable law, New England Electric System will make a good faith effort to comply with such law. If, after such good faith effort, New England Electric System cannot comply with such law, the applicable Offer will not be made to (nor will tenders be accepted from or on behalf of) the owners of Shares residing in such jurisdiction. In any jurisdiction where the securities, blue sky or other laws require an Offer to be made by a licensed broker or dealer, the applicable Offer shall be deemed to be made on behalf of New England Electric System by Merrill Lynch & Co. or one or more registered brokers or dealers licensed under the laws of such jurisdiction. NEW ENGLAND ELECTRIC SYSTEM NOTICE OF OFFER TO PURCHASE FOR CASH ANY AND ALL OUTSTANDING SHARES OF THE FOLLOWING SERIES OF PREFERRED STOCK OF MASSACHUSETTS ELECTRIC COMPANY 75,000 SHARES, DIVIDEND SERIES PREFERRED STOCK, $100 PAR VALUE, 4.44% SERIES AT A PURCHASE PRICE OF $87.92 PER SHARE, CUSIP NUMBER 575634 20 9 75,000 SHARES, DIVIDEND SERIES PREFERRED STOCK, $100 PAR VALUE, 4.76% SERIES AT A PURCHASE PRICE OF $94.26 PER SHARE, CUSIP NUMBER 575634 30 8 200,000 SHARES, DIVIDEND SERIES PREFERRED STOCK, $100 PAR VALUE, 6.99% SERIES AT A PURCHASE PRICE OF $120.73 PER SHARE, CUSIP NUMBER 575634 70 4 600,000 SHARES, PREFERRED STOCK--CUMULATIVE, $ 25 PAR VALUE, 6.84% SERIES AT A PURCHASE PRICE OF $27.00 PER SHARE, CUSIP NUMBER 575634 80 3 2 New England Electric System, a Massachusetts voluntary association (NEES), invites the holders of each series of Preferred Stock listed above (each a Series of Preferred or a Series, and each holder thereof a Preferred Shareholder) of Massachusetts Electric Company, a Massachusetts corporation and direct utility subsidiary of NEES (Mass. Electric), to tender any and all of their shares of a Series of Preferred (the Shares) for purchase at the Purchase price per Share listed above, plus accrued dividends, net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase and Proxy Statement (the Booklet) and in the accompanying Letter of Transmittal and Proxy (which together constitute the Offer). NEES will purchase all Shares validly tendered and not withdrawn, upon the terms and subject to the conditions of the Offer. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., EASTERN STANDARD TIME, ON FRIDAY, DECEMBER 12, 1997 (THE EXPIRATION DATE), UNLESS THE OFFER IS EXTENDED. THE OFFER FOR A SERIES OF PREFERRED IS NOT CONDITIONED UPON ANY MINIMUM NUMBER OF SHARES OF ANY SERIES BEING TENDERED AND EACH IS INDEPENDENT OF THE OFFER FOR ANY OTHER SERIES OF PREFERRED. THE OFFER, HOWEVER, IS CONDITIONED UPON, AMONG OTHER THINGS, THE APPROVAL AND ADOPTION OF THE PROPOSED AMENDMENT, AS DESCRIBED BELOW, AT THE SPECIAL MEETING OF SHAREHOLDERS. SEE TERMS OF THE OFFER-CERTAIN CONDITIONS OF THE OFFER AND TERMS OF THE OFFER IN THE BOOKLET. Concurrently with the Offer, the Board of Directors of Mass. Electric is soliciting proxies from the Preferred Shareholders for use at the Special 3 Meeting of Shareholders of Mass. Electric to be held at Mass. Electric's principal office, 25 Research Drive, Westborough, Massachusetts, on December 12, 1997 at 4:30 p.m., Eastern Standard Time, or any adjournment or postponement of such meeting (the Special Meeting). The Special Meeting is being held to consider an amendment (the Proposed Amendment) to Mass. Electric's By-Laws and Articles of Organization (the Provisions), which would remove from the Provisions a limitation on Mass. Electric's ability to issue unsecured debt without the prior approval of the Preferred Shareholders. The Board of Directors of Mass. Electric recommends voting FOR the Proposed Amendment. Preferred Shareholders who wish to tender their Shares must vote in favor of the Proposed Amendment. The Offer is further conditioned upon the approval and adoption of the Proposed Amendment at the Special Meeting. If the Proposed Amendment is approved and adopted by Mass. Electric's Preferred Shareholders, Mass. Electric will make a Special Cash Payment (as defined in the Booklet) in the amount of $1.00 per Share to each Dividend Series Preferred Shareholder and $0.25 per Share to each Preferred Stock-Cumulative Shareholder who voted in favor of the Proposed Amendment, but did not tender such Shares pursuant to the Offer. Those Preferred Shareholders who validly tender their Shares will be entitled only to the purchase price per Share listed above but not the Special Cash Payment. Preferred Shareholders who purchase or whose purchase settles or is registered after the close of business on November 10, 1997 (the Record Date) and who wish to tender in the Offer must arrange with their seller to receive a duly completed, valid and unrevoked proxy (which may be in the form of an irrevocable proxy as set forth in the Letter of Transmittal and Proxy) 4 from the Preferred Shareholder on the Record Date of such Shares. In order to facilitate receipt of proxies, Shares shall, during the period which commences November 10, 1997 and which will end at the close of business on the Expiration Date, trade in the over-the-counter market with a proxy providing the transferee with the right to vote such acquired Shares in the proxy solicitation. Any Preferred Shareholder desiring to accept the Offer and tender any or all Shares should, on or prior to the Expiration Date, either (i) request such Preferred Shareholder's broker, dealer, commercial bank, trust company, or other nominee to effect the transaction for such Preferred Shareholder pursuant to the procedure for book-entry transfer set forth in the Booklet under Terms of the Offer-Procedure for Tendering Shares, or (ii) complete and sign the Letter of Transmittal and Proxy in accordance with the instructions in the Letter of Transmittal and Proxy, and mail or deliver it, the certificates for such Shares, and any other required documents to IBJ Schroder Bank & Trust Company (the Depositary). A Preferred Shareholder whose Shares are registered in the name of a broker, dealer, commercial bank, trust company, or other nominee must contact such broker, dealer, commercial bank, trust company, or other nominee if such Preferred Shareholder desires to tender such Shares. Any Preferred Shareholder who desires to tender Shares and whose certificates for such Shares are not immediately available, or who cannot comply in a timely manner with the procedure for book-entry transfer, should tender such Shares by following the procedures for guaranteed delivery set forth in the Booklet under Terms of the Offer-Procedure for Tendering Shares-Guaranteed Delivery Procedure. EACH SERIES OF PREFERRED HAS ITS OWN LETTER OF TRANSMITTAL AND PROXY, 5 AND ONLY THE APPLICABLE LETTER OF TRANSMITTAL AND PROXY FOR SUCH SERIES OF PREFERRED OR A NOTICE OF GUARANTEED DELIVERY MAY BE USED TO TENDER SHARES OF SUCH SERIES OF PREFERRED. NEITHER NEES, MASS. ELECTRIC, THEIR RESPECTIVE BOARDS OF DIRECTORS, ANY OF THEIR RESPECTIVE OFFICERS, NOR ANY OTHER PERSON AUTHORIZED BY THEM MAKES ANY RECOMMENDATION TO ANY PREFERRED SHAREHOLDER AS TO WHETHER TO TENDER ANY OR ALL SHARES. EACH PREFERRED SHAREHOLDER MUST MAKE SUCH PREFERRED SHAREHOLDER'S OWN DECISION AS TO WHETHER TO TENDER SHARES AND, IF SO, HOW MANY SHARES TO TENDER. Tenders of Shares made pursuant to the Offer may be withdrawn at any time on or prior to the Expiration Date. Thereafter, such tenders are irrevocable, except that they may be withdrawn after January 6, 1998, unless previously accepted for payment as provided in the Booklet. The Booklet is first being mailed to Preferred Shareholders on or about November 7, 1997. The information required to be disclosed by Rule 13e-4(d)(1) of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended, is contained in the Booklet and is incorporated herein by reference. The Booklet and the accompanying Letter of Transmittal and Proxy contain important information which should be read before any decision is made with respect to the Offer. NEW ENGLAND ELECTRIC SYSTEM NOTICE OF OFFER TO PURCHASE FOR CASH ANY AND ALL OUTSTANDING SHARES OF THE FOLLOWING SERIES OF PREFERRED STOCK OF NEW ENGLAND POWER COMPANY 100,000 SHARES, DIVIDEND SERIES PREFERRED STOCK, 4.56% SERIES AT A PURCHASE PRICE OF $90.30 PER SHARE 6 CUSIP NUMBER 644188 10 4 80,140 SHARES, DIVIDEND SERIES PREFERRED STOCK, 4.60% SERIES AT A PURCHASE PRICE OF $91.09 PER SHARE CUSIP NUMBER 644188 20 3 41,500 SHARES, DIVIDEND SERIES PREFERRED STOCK, 4.64% SERIES AT A PURCHASE PRICE OF $91.88 PER SHARE CUSIP NUMBER 644188 70 8 100,000 SHARES, DIVIDEND SERIES PREFERRED STOCK, 6.08% SERIES AT A PURCHASE PRICE OF $103.34 PER SHARE CUSIP NUMBER 644188 40 1 75,020 SHARES, 6% CUMULATIVE PREFERRED STOCK AT A PURCHASE PRICE OF $116.50 PER SHARE CUSIP NUMBER 644188 30 2 New England Electric System, a Massachusetts voluntary association (NEES), invites the holders of each series of Dividend Series Preferred Stock (Dividend Series Preferred) listed above and the 6% Cumulative Preferred Stock (the 6% Cumulative Preferred) (each such series or class a Series of Preferred or a Series, and each holder thereof a Preferred Shareholder) of New England Power Company, a Massachusetts corporation and direct utility subsidiary of NEES (the Power Company), to tender any and all of their shares of a Series of Preferred (the Shares) for purchase at the Purchase price per Share listed above, plus dividends, net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase and Proxy Statement and Information Statement (the Booklet) and in the accompanying Letter of Transmittal for the 6% Cumulative Preferred and Letter of Transmittal and Proxy for the Dividend Series Preferred (collectively, the Letter of Transmittal and Proxy) (which together constitute the Offer). NEES will purchase all Shares validly tendered and not withdrawn, upon the terms 7 and subject to the conditions of the Offer. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., EASTERN STANDARD TIME, ON FRIDAY, DECEMBER 12, 1997 (THE EXPIRATION DATE), UNLESS THE OFFER IS EXTENDED. THE OFFER FOR EACH SERIES OF DIVIDEND SERIES PREFERRED AND THE OFFER FOR THE 6% CUMULATIVE PREFERRED ARE NOT CONDITIONED UPON ANY MINIMUM NUMBER OF SHARES OF ANY SERIES BEING TENDERED AND EACH IS INDEPENDENT OF THE OFFER FOR ANY OTHER SERIES OF DIVIDEND SERIES PREFERRED OR THE 6% CUMULATIVE PREFERRED. THE OFFER, HOWEVER, IS CONDITIONED UPON, AMONG OTHER THINGS, THE APPROVAL AND ADOPTION OF THE PROPOSED AMENDMENT, AS DESCRIBED BELOW, AT THE SPECIAL MEETING OF SHAREHOLDERS. SEE TERMS OF THE OFFER-CERTAIN CONDITIONS OF THE OFFER IN THE BOOKLET. Concurrently with the Offer, the Board of Directors of the Power Company is soliciting proxies from the Dividend Series Preferred Shareholders for use at the Special Meeting of Shareholders of the Power Company to be held at the Power Company's principal office, 25 Research Drive, Westborough, Massachusetts, on December 12, 1997 at 4:30 p.m., Eastern Standard Time, or any adjournment or postponement of such meeting (the Special Meeting). The Board of Directors is not asking holders of the 6% Cumulative Preferred for a proxy, and they are requested not to send a proxy. They may, however, participate in the Offer. The Special Meeting is being held to consider an amendment (the Proposed Amendment) to the Power Company's By-Laws and 8 Articles of Organization (together, the Provisions) which would remove from the Provisions a limitation on the Power Company's ability to issue unsecured debt without the prior approval of the Preferred Shareholders. The Board of Directors of the Power Company recommends voting FOR the Proposed Amendment. Dividend Series Preferred Shareholders who wish to tender their shares must vote in favor of the Proposed Amendment. The Offer is further conditioned upon the approval and adoption of the Proposed Amendment at the Special Meeting. If the Proposed Amendment is approved and adopted by the Power Company's Shareholders, the Power Company will make a Special Cash Payment (as defined in the Booklet) in the amount of $1.00 per Share to each Dividend Series Preferred Shareholder who voted in favor of the Proposed Amendment but did not tender such Shares pursuant to the Offer. Those Dividend Series Preferred Shareholders who validly tender their Shares will be entitled only to the purchase price per Share listed above but not the Special Cash Payment. Dividend Series Preferred Shareholders who purchase or whose purchase settles or is registered after the close of business on November 10, 1997 (the Record Date) and who wish to tender in the Offer must arrange with their seller to receive a duly completed, valid and unrevoked proxy (which may be in the form of an irrevocable proxy as set forth in the Letter of Transmittal and Proxy) from the Preferred Shareholder on the Record Date of such Shares. In order to facilitate receipt of proxies, Shares shall, during the period which commences November 10, 1997 and which will end at the close of business on the Expiration Date, trade in the over-the-counter market with a proxy providing the transferee with the right to vote such acquired Shares in the 9 proxy solicitation. Any Preferred Shareholder desiring to accept the Offer and tender any or all Shares should, on or prior to the Expiration Date, either (i) request such Preferred Shareholder's broker, dealer, commercial bank, trust company, or other nominee to effect the transaction for such Preferred Shareholder pursuant to the procedure for book-entry transfer set forth in the Booklet under Terms of the Offer-Procedure for Tendering Shares, or (ii) complete and sign the Letter of Transmittal and Proxy in accordance with the instructions in the Letter of Transmittal and Proxy, and mail or deliver it, the certificates for such Shares, and any other required documents to IBJ Schroder Bank & Trust Company (the Depositary). A Preferred Shareholder whose Shares are registered in the name of a broker, dealer, commercial bank, trust company, or other nominee must contact such broker, dealer, commercial bank, trust company, or other nominee if such Preferred Shareholder desires to tender such Shares. Any Preferred Shareholder who desires to tender Shares and whose certificates for such Shares are not immediately available, or who cannot comply in a timely manner with the procedure for book-entry transfer, should tender such Shares by following the procedures for guaranteed delivery set forth in the Booklet under Terms of the Offer-Procedure for Tendering Shares-Guaranteed Delivery Procedure. EACH SERIES OF PREFERRED HAS ITS OWN LETTER OF TRANSMITTAL AND PROXY, AND ONLY THE APPLICABLE LETTER OF TRANSMITTAL AND PROXY FOR SUCH SERIES OF PREFERRED OR A NOTICE OF GUARANTEED DELIVERY MAY BE USED TO TENDER SHARES OF SUCH SERIES OF PREFERRED. NEITHER NEES, THE POWER COMPANY, THEIR RESPECTIVE BOARDS OF DIRECTORS, ANY OF THEIR RESPECTIVE OFFICERS, NOR ANY OTHER PERSONS 10 AUTHORIZED BY THEM MAKES ANY RECOMMENDATION TO ANY PREFERRED SHAREHOLDER AS TO WHETHER TO TENDER ANY OR ALL SHARES. EACH PREFERRED SHAREHOLDER MUST MAKE SUCH PREFERRED SHAREHOLDER'S OWN DECISION AS TO WHETHER TO TENDER SHARES AND, IF SO, HOW MANY SHARES TO TENDER. Tenders of Shares made pursuant to the Offer may be withdrawn at any time on or prior to the Expiration Date. Thereafter, such tenders are irrevocable, except that they may be withdrawn after January 6, 1998, unless previously accepted for payment as provided in the Booklet. The Booklet is first being mailed to Preferred Shareholders on or about November 7, 1997. The information required to be disclosed by Rule 13e-4(d)(1) of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended, is contained in the Booklet and is incorporated herein by reference. The Booklet and the accompanying Letter of Transmittal and Proxy contain important information which should be read before any decision is made with respect to the Offer. NEW ENGLAND ELECTRIC SYSTEM NOTICE OF OFFER TO PURCHASE FOR CASH ANY AND ALL OUTSTANDING SHARES OF THE FOLLOWING SERIES OF PREFERRED STOCK OF NARRAGANSETT ELECTRIC COMPANY 180,000 SHARES, PREFERRED STOCK, 4.50% SERIES AT A PURCHASE PRICE OF $42.86 PER SHARE CUSIP NUMBER 631005 20 4 150,000 SHARES, PREFERRED STOCK, 4.64% SERIES AT A PURCHASE PRICE OF $45.94 PER SHARE CUSIP NUMBER 631005 30 3 400,000 SHARES, PREFERRED STOCK, 6.95% SERIES AT A PURCHASE PRICE OF $60.25 PER SHARE CUSIP NUMBER 631005 50 1 New England Electric System, a Massachusetts voluntary association (NEES), invites the holders of each series of Preferred Stock listed above 11 (each a Series of Preferred or a Series, and each holder thereof a Preferred Shareholder) of the Narragansett Electric Company, a Rhode Island corporation and direct utility subsidiary of NEES (Narragansett), to tender any and all of their shares of a Series of Preferred (the Shares) for purchase at the Purchase price per Share listed above, plus accrued dividends, net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase and Proxy Statement (the Booklet) and in the accompanying Letter of Transmittal and Proxy (which together constitute the Offer). NEES will purchase all Shares validly tendered and not withdrawn, upon the terms and subject to the conditions of the Offer. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., EASTERN STANDARD TIME, ON FRIDAY, DECEMBER 12, 1997 (THE EXPIRATION DATE), UNLESS THE OFFER IS EXTENDED. THE OFFER FOR A SERIES OF PREFERRED IS NOT CONDITIONED UPON ANY MINIMUM NUMBER OF SHARES OF ANY SERIES BEING TENDERED AND EACH IS INDEPENDENT OF THE OFFER FOR ANY OTHER SERIES OF PREFERRED. THE OFFER, HOWEVER, IS CONDITIONED UPON, AMONG OTHER THINGS, THE APPROVAL AND ADOPTION OF THE PROPOSED AMENDMENT, AS DESCRIBED BELOW, AT THE SPECIAL MEETING OF SHAREHOLDERS. SEE TERMS OF THE OFFER-CERTAIN CONDITIONS OF THE OFFER AND TERMS OF THE OFFER IN THE BOOKLET. Concurrently with the Offer, the Board of Directors of Narragansett is soliciting proxies from the Preferred Shareholders for use at the Special Meeting of Shareholders of Narragansett to be held at Narragansett's principal office, 280 Melrose Street, Providence, Rhode Island, on 12 December 12, 1997 at 4:30 p.m., Eastern Standard Time, or any adjournment or postponement of such meeting (the Special Meeting). The Special Meeting is being held to consider an amendment (the Proposed Amendment) to Narragansett's Preferred Stock Provisions (the Provisions) which would remove from the Provisions a limitation on Narragansett's ability to issue unsecured debt without the prior approval of the Preferred Shareholders. The Board of Directors of Narragansett recommends voting FOR the Proposed Amendment. Preferred Shareholders who wish to tender their Shares pursuant to the Offer must vote in favor of the Proposed Amendment. The Offer is further conditioned upon the approval and adoption of the Proposed Amendment at the Special Meeting. If the Proposed Amendment is approved and adopted by Narragansett's Preferred Shareholders, Narragansett will make a Special Cash Payment (as defined in the Booklet) in the amount of $0.50 per Share to each Preferred Shareholder who voted in favor of the Proposed Amendment, but did not tender such Shares pursuant to the Offer. Those Shareholders who validly tender their Shares will be entitled only to the purchase price per Share listed above but not the Special Cash Payment. Preferred Shareholders who purchase or whose purchase settles or is registered after the close of business on November 10, 1997 (the Record Date) and who wish to tender in the Offer must arrange with their seller to receive a duly completed, valid and unrevoked proxy (which may be in the form of an irrevocable proxy as set forth in the Letter of Transmittal and Proxy) from the Preferred Shareholder on the Record Date of such Shares. In order to facilitate receipt of proxies, Shares shall, during the period which commences November 10, 1997 and which will end at the close of business on 13 the Expiration Date, trade in the over-the-counter market with a proxy providing the transferee with the right to vote such acquired Shares in the proxy solicitation. Any Preferred Shareholder desiring to accept the Offer and tender any or all Shares should, on or prior to the Expiration Date, either (i) request such Preferred Shareholder's broker, dealer, commercial bank, trust company, or other nominee to effect the transaction for such Preferred Shareholder pursuant to the procedure for book-entry transfer set forth in the Booklet under Terms of the Offer_Procedure for Tendering Shares, or (ii) complete and sign the Letter of Transmittal and Proxy in accordance with the instructions in the Letter of Transmittal and Proxy, and mail or deliver it, the certificates for such Shares, and any other required documents to IBJ Schroder Bank & Trust Company (the Depositary). A Preferred Shareholder whose Shares are registered in the name of a broker, dealer, commercial bank, trust company, or other nominee must contact such broker, dealer, commercial bank, trust company, or other nominee if such Preferred Shareholder desires to tender such Shares. Any Preferred Shareholder who desires to tender Shares and whose certificates for such Shares are not immediately available, or who cannot comply in a timely manner with the procedure for book-entry transfer, should tender such Shares by following the procedures for guaranteed delivery set forth in the Booklet under Terms of the Offer-Procedure for Tendering Shares-Guaranteed Delivery Procedure. EACH SERIES OF PREFERRED HAS ITS OWN LETTER OF TRANSMITTAL AND PROXY, AND ONLY THE APPLICABLE LETTER OF TRANSMITTAL AND PROXY FOR SUCH SERIES OF PREFERRED OR A NOTICE OF GUARANTEED DELIVERY MAY BE USED TO TENDER SHARES OF SUCH SERIES OF PREFERRED. 14 NEITHER NEES, NARRAGANSETT, THEIR RESPECTIVE BOARDS OF DIRECTORS, ANY OF THEIR RESPECTIVE OFFICERS, NOR ANY OTHER PERSON AUTHORIZED BY THEM MAKES ANY RECOMMENDATION TO ANY PREFERRED SHAREHOLDER AS TO WHETHER TO TENDER ANY OR ALL SHARES. EACH PREFERRED SHAREHOLDER MUST MAKE SUCH PREFERRED SHAREHOLDER'S OWN DECISION AS TO WHETHER TO TENDER SHARES AND, IF SO, HOW MANY SHARES TO TENDER. Tenders of Shares made pursuant to the Offer may be withdrawn at any time on or prior to the Expiration Date. Thereafter, such tenders are irrevocable, except that they may be withdrawn after January 6, 1998, unless previously accepted for payment as provided in the Booklet. The Booklet is first being mailed on or about November 7, 1997. The information required to be disclosed by Rule 13e-4(d)(1) of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended, is contained in the Booklet and is incorporated herein by reference. The Booklet and the accompanying Letter of Transmittal and Proxy contain important information which should be read before any decision is made with respect to the Offer. Questions and requests for assistance may be directed to the Information Agent or the Dealer Manager as set forth below. Requests for copies of each Booklet and each related Letter of Transmittal and Proxy or other tender offer or proxy materials may be directed to the Information Agent and such copies will be furnished promptly at New England Electric System's expense. Preferred Shareholders may also contact their local broker, dealer, commercial bank or trust company for assistance concerning each Offer. The Information Agent for the Offers is: Georgeson & Company Inc. Wall Street Plaza New York, New York 10005 15 Banks and Brokers Call Collect: (212)440-9800 All Others Call Toll-Free:(800) 223-2064 The Dealer Manager for the Offers is: MERRILL LYNCH & CO. World Financial Center 250 Vesey Street New York, New York 10281 (888) ML4-TNDR (toll-free) (888) 654-8637 (toll-free) Attn: Susan L. Weinberg November 12, 1997 -----END PRIVACY-ENHANCED MESSAGE-----