-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, TZRQsO2u395HG4XdP2XJJ4lbDg7R305mizzi4R1g2HXiL/bvNWv6dMaasb7Ds0mJ V1eEErU56ELuTxe5bQwbxQ== 0000071297-95-000044.txt : 19950602 0000071297-95-000044.hdr.sgml : 19950602 ACCESSION NUMBER: 0000071297-95-000044 CONFORMED SUBMISSION TYPE: S-4 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19950601 SROS: BSE SROS: NYSE FILER: 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: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 033-59775 FILM NUMBER: 95544175 BUSINESS ADDRESS: STREET 1: 25 RESEARCH DR CITY: WESTBOROUGH STATE: MA ZIP: 01581 BUSINESS PHONE: 5083669011 S-4 1 As filed with the Securities and Exchange Commission on June 1, 1995 Registration No. 33- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NEW ENGLAND ELECTRIC SYSTEM - ------------------------------------------------------ (Exact name of Registrant as specified in its charter) Massachusetts 4911 04-1663060 ------------- ---- ---------- (State or Other (Primary (I.R.S. Employer Jurisdiction of Standard Identification Incorporation or Industrial Number) Organization) Classification Code Number) 25 Research Drive, Westborough, Massachusetts 01582, (508) 389-2000 -------------------------------------------------------------------- (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices) Michael E. Jesanis Robert King Wulff Treasurer Corporation Counsel 25 Research Drive 25 Research Drive Westborough, Massachusetts 01582 Westborough, Massachusetts 01582 (508) 389-2138 (508) 389-2708 ---------------------------------------------------------------------------- (Names, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agents for Service) Approximate date of commencement of proposed sale to the public: Date registrant acquires Nantucket Electric Company If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ( ) If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. (X) CALCULATION OF REGISTRATION FEE ----------------------------------------------------- Title of Proposed Proposed Each Class of Maximum Maximum Securities Amount Offering Aggregate Amount of to be to be Price per Offering Registration Registered Registered Share* Price* Fee ---------------- ---------- ------------ ------------ ------------ Common Shares Par Value $1 160,000 $ 33.19 $5,310,000 $1,831.03 *Used only for purposes of calculating the amount of registration fee (based on the average of the high and low prices on the New York Stock Exchange - Composite Transactions on May 26, 1995). The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. NEW ENGLAND ELECTRIC SYSTEM CROSS-REFERENCE SHEET BETWEEN ITEMS IN FORM S-4 AND LOCATION IN PROSPECTUS Form S-4 Item Number and Caption Location in Prospectus -------------------------------- ---------------------------- 1. Forepart of Registration Facing Page; Cross-Reference Statement and Outside Front Sheet; Outside Front Cover Cover Page of Prospectus.......... Page of Prospectus 2. Inside Front and Outside Back Inside Front and Outside Cover Pages of Prospectus......... Back Cover Pages of Prospectus 3. Risk Factors, Ratio of Earnings Incorporation of to Fixed Charges, and Other Certain Documents by Information....................... Reference; Selected Consolidated Financial Information New England Electric System; Common Share Price Range and Dividends 4. Terms of the Transaction.......... Material Features of the Proposed Transaction 5. Pro Forma Financial Information... * 6. Material Contracts with the Material Contracts with NEC Company Being Acquired............ 7. Additional Information Required for Reoffering by Persons and Parties Deemed to be Underwriters...................... * 8. Interests of Named Experts and Counsel........................... Legal Matters; Experts 9. Disclosure of Commission Position on Indemnification for Securities Act Liabilities................... * 10. Information with Respect to S-3 Incorporation of Registrants....................... Certain Documents by Reference; Selected Consolidated Financial Information New England Electric System; Summary Information; Description of Common Shares; Common Share Price Range and Dividends 11. Incorporation of Certain Incorporation of Information by Reference.......... Certain Documents by Reference Form S-4 Item Number and Caption Location in Prospectus -------------------------------- ---------------------- 12. Information with Respect to S-2 or S-3 Registrants................ * 13. Incorporation of Certain Information by Reference.......... * 14. Information with Respect to Registrants Other Than S-3 or S-2 Registrants................... * 15. Information with Respect to S-3 Companies......................... * 16. Information with Respect to S-2 or S-3 Companies..................... * 17. Information with Respect to Summary Information; Companies Other Than S-2 or Selected Financial S-3 Companies..................... Information 18. Information If Proxies, Consents Voting and Management or Authorizations Are to be Information Solicited......................... 19. Information if Proxies, Consents or Authorizations Are Not to be Solicited, or in an Exchange Offer............................. * * Not applicable or answer negative upon the date of filing of this Registration Statement. The Registrant may be required to provide information (or further information) in response to one or more of such items under certain circumstances by means of a post-effective amendment to this Registration Statement or supplement to the Prospectus contained herein. INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BY ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE. SUBJECT TO COMPLETION [red ink] PRELIMINARY PROSPECTUS DATED JUNE 1, 1995 160,000 COMMON SHARES Par Value $1 Per Share NEW ENGLAND ELECTRIC SYSTEM (A Voluntary Association) New England Electric System (the Company) has registered 160,000 of its Common Shares, $1.00 par value (the Common Shares), which will be available to be offered by this Prospectus in connection with an acquisition of Nantucket Electric Company (NEC). The Common Shares covered by this Prospectus will be issued by the Company in exchange for shares of capital stock of NEC. Underwriting discounts or commissions will generally not be paid by the Company. This Prospectus, as amended or supplemented if appropriate, has also been prepared for use by the persons who have or will receive Common Shares issued by the Company in the acquisition of NEC, including Common Shares sold hereunder, and who wish to offer and sell such Common Shares, on terms then obtainable, in transactions in which they may be deemed underwriters within the meaning of the Securities Act of 1933. Any profits realized on such sales by such persons may be regarded as underwriter compensation within the meaning of the Securities Act of 1933. The Common Shares of the Company are listed on the New York and Boston Stock Exchanges under the symbol "NES." On May 26, 1995, the last reported sale price of the Common Shares on the New York and Boston Stock Exchanges composite tape was $ 33-3/8 per share. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION PASSED UPON THE ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. AVAILABLE INFORMATION The Company is subject to the informational requirements of the Securities Exchange Act of 1934 (the 1934 Act) and in accordance therewith files reports and other information with the Securities and Exchange Commission (SEC). Certain information, as of particular dates, with respect to the Company's directors and officers, their remuneration, and any material interest of such persons in transactions with the Company is disclosed in proxy statements distributed to shareholders of the Company and filed with the SEC. Such reports, proxy statements, and other information can be inspected and copied at the public reference facilities maintained by the SEC at its principal office at 450 Fifth Street, N.W., Washington, D.C. and at the regional offices of the SEC located at 7 World Trade Center, 13th Floor, New York, New York 10048 and Northwest Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such material can be obtained from the Public Reference Section of the SEC, at its principal office, at prescribed rates. The Company's Common Shares are listed on the New York and Boston Stock Exchanges. Reports, proxy statements, and other information concerning the Company can be inspected at the offices of these stock exchanges: New York Stock Exchange, Inc., 20 Broad Street, New York, New York; Boston Stock Exchange Incorporated, One Boston Place, Boston, Massachusetts. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE There are hereby incorporated by reference in this prospectus the following documents heretofore filed with the SEC pursuant to the 1934 Act: a) The Company's Annual Report on Form 10-K for the year ended December 31, 1994, which incorporates by reference consolidated financial statements of the Company as of December 31, 1994, and for the three years in the period ended December 31, 1994, and incorporates by reference the related report of Coopers & Lybrand L.L.P., independent accountants. b) The Company's definitive Proxy Statement, dated March 9, 1995, for the Annual Meeting of Shareholders held on April 25, 1995. c) The Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1995. d) The Company's Current Reports on Form 8-K dated January 19, 1995, February 9, 1995, March 6, 1995, March 22, 1995, and May 22, 1995. All documents filed by the Company with the SEC pursuant to Sections 13(a), 13(c), 14, or 15(d) of the 1934 Act subsequent to the date of this prospectus and prior to the termination of the offering made by this prospectus shall be incorporated herein by reference and shall be deemed to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part hereof. THE COMPANY HEREBY UNDERTAKES TO PROVIDE WITHOUT CHARGE TO EACH PERSON TO WHOM A COPY OF THIS PROSPECTUS HAS BEEN DELIVERED, UPON THE WRITTEN OR ORAL REQUEST DIRECTED TO THE TREASURER AT THE ADDRESS PROVIDED BELOW OF SUCH PERSON, A COPY OF ANY OR ALL OTHER DOCUMENTS REFERRED TO ABOVE WHICH HAVE BEEN OR MAY BE INCORPORATED IN THIS PROSPECTUS BY REFERENCE, OTHER THAN EXHIBITS TO SUCH DOCUMENTS, AS WELL AS A COPY OF THE COMPANY'S ANNUAL REPORT TO SHAREHOLDERS FOR 1994. This Prospectus incorporates documents by reference which are not presented herein or delivered herewith. These documents are available upon request from the Treasurer, New England Electric System, 25 Research Drive, Westborough, Massachusetts 01582, (508) 389-2138. In order to ensure timely delivery of the documents, any requests should be made five business days before the adjourned NEC stockholder meeting at which the acquisition of NEC by the Company will be considered. SUMMARY INFORMATION The following material is qualified in its entirety by the detailed information and financial statements included elsewhere in this prospectus, including the information incorporated by reference. THE OFFERING Company New England Electric System 25 Research Drive Westborough, Massachusetts 01582 (508) 389-2000 NEC (1) Nantucket Electric Company 2 Fairgrounds Road Nantucket, Massachusetts 02554-0179 (508) 228-1870 Securities Offered Up to 160,000 of the Company's Common Shares Use of Proceeds Acquisition of outstanding Capital Stock of NEC Listed New York and Boston Stock Exchanges (Symbol: NES) Latest Quarterly 59 cents per share payable on July 1, 1995 Dividend THE COMPANY Business Electric utility holding company owning outstanding common stock of the following subsidiaries (with percentage of ownership): Granite State Electric Company (100%) Massachusetts Electric Company (100%) The Narragansett Electric Company (100%) Narragansett Energy Resources Company (100%) New England Electric Resources, Inc. (100%) New England Electric Transmission Corporation (100%) New England Energy Incorporated (100%) New England Hydro-Transmission Corporation (50.4%) New England Hydro-Transmission Electric Company, Inc. (50.4%) New England Power Company (100%) New England Power Service Company (100%) Service Area Cities and towns in parts of Massachusetts and Rhode Island and a portion of New Hampshire Customers Approximately 1,300,000 (1) For Summary Information concerning NEC, please see the March 29, 1995, NEC Proxy Statement and the NEC 1994 Report to Stockholders (together, the "NEC Documents"). Share Control For a discussion of the NEC shareholder vote needed to approve the acquisition of NEC by the Company and any share control matters, please see the NEC Documents, which have been delivered to all NEC stockholders. Regulatory Requirements Regulatory approvals are required from the Securities and Exchange Commission (SEC) under the Public Utility Holding Company Act of 1935 (1935 Act), Federal Energy Regulatory Commission (FERC), and the Massachusetts Department of Public Utilities (MDPU) for consummation of the transaction. The Company is in the process of filing for these approvals. Appraisal Rights of Dissenting Stockholders Please see the NEC Documents for a discussion of any appraisal rights of dissenting NEC stockholders. Tax Consequences For a brief statement of tax consequences of the transaction, refer to Tax Consequences below. SELECTED CONSOLIDATED FINANCIAL INFORMATION NEW ENGLAND ELECTRIC SYSTEM (In thousands except share and per share data)
Twelve Months Ended Years Ended December 31, March 31, 1995 ----------------------------------------------------------- (unaudited) 1994 1993 1992 1991 1990 ------------------- ---- ---- ---- ---- ---- Operating revenue $2,224,439 $2,243,029 $2,223,978 $2,181,676 $2,094,378 $1,908,826 Net income $ 177,815 $ 199,426 $ 190,223 $ 185,037 $ 179,810 $ 262,050 Average common shares 64,969,652 64,969,652 64,969,652 64,969,652 64,916,599 63,818,386 Net income per average share $ 2.74 $ 3.07 $ 2.93 $ 2.85 $ 2.77 $ 4.11* Dividends declared per share $ 2.30 $ 2.285 $ 2.22 $ 2.14 $ 2.07 $ 2.04 Book value per share-period end $ 24.49 $ 24.33 $ 23.55 $ 22.88 $ 22.17 $ 21.43 Total assets $5,068,502 $5,084,841 $4,795,878 $4,584,796 $4,450,077 $4,407,514 Long-term debt and preferred stock $1,784,861 $1,733,424 $1,672,037 $1,708,613 $1,815,511 $1,879,845 *Includes $1.80 per share due to the reversal of a portion of a 1988 write-down. As of March 31, 1995 (In Thousands) (unaudited) -------------------- Actual (1) Ratio ---------- ----- Capitalization: Long-term Debt $1,637,845 48% Minority Interest in Consolidated Subsidiaries 53,029 2% Preferred Stock 147,016 4% Common Share Equity 1,591,143 46% ---------- ---- Total $3,429,033 100% Total Assets $5,068,502 (1) Pro Forma effects of this transaction are immaterial. Note: For Selected Financial Information on NEC, see the NEC 1994, 1993, and 1992 Reports to Stockholders.
COMMON SHARE PRICE RANGE AND DIVIDENDS The high and low prices of the Common Shares of the Company, as reported in The Wall Street Journal for the New York Stock Exchange -- Composite Transactions, were: Dividends Year High Low Declared ---- ---- --- --------- 1993 ---- First Quarter $42-1/4 $36-7/8 $.54 Second Quarter $42-7/8 $39-3/8 $.56 Third Quarter $43-3/8 $40-3/4 $.56 Fourth Quarter $42 $37 $.56 1994 ---- First Quarter $39 $35-1/8 $.56 Second Quarter $37-5/8 $31-1/2 $.575 Third Quarter $34 $28-7/8 $.575 Fourth Quarter $32-7/8 $29-1/2 $.575 1995 ---- First Quarter $34-1/4 $30-5/8 $.575 Second Quarter $33-3/8 $29-5/8 $.59 (through May 26, 1995) The reported last sale price of the Common Shares on the New York Stock Exchange -- Composite Transactions on May 26, 1995, was $ 33-3/8 per share. Book value per share on March 31, 1995, was $24.49. The Company has paid 191 consecutive quarterly dividends since Common Shares of the Company were first issued in 1947. Dividends are normally paid on the first business day of January, April, July, and October. On May 23, 1995, a dividend of 59 cents per common share was declared payable July 1, 1995, to shareholders of record on June 9, 1995. Future dividends will depend on earnings (which are derived from dividends paid by subsidiaries), the financial condition of the Company, and other factors. (See Description of the Common Shares of the Company for a summary of limitations on dividends.) MATERIAL FEATURES OF THE PROPOSED TRANSACTION 1. THE COMPANY The Company is a voluntary association created under the laws of The Commonwealth of Massachusetts by an Agreement and Declaration of Trust dated January 2, 1926, and is a public utility holding company registered under the Public Utility Holding Company Act of 1935 (the 1935 Act). Subsidiaries include three retail operating companies: Massachusetts Electric Company, which serves 942,000 customers in 149 communities; The Narragansett Electric Company, which serves 326,000 customers in 27 Rhode Island communities; and Granite State Electric Company, which serves 36,000 customers in 21 New Hampshire communities. New England Power Company, the Company's wholesale generation and transmission subsidiary, owns and operates a number of generating stations. Other subsidiaries include an oil and gas exploration and fuels supply company, New England Energy Incorporated; three transmission companies: New England Electric Transmission Corporation, New England Hydro-Transmission Corporation, and New England Hydro-Transmission Electric Company, Inc.; a non-utility company, New England Energy Resources, Inc.; a wholesale generation company, Narragansett Energy Resources Company; and a service company, New England Power Service Company. 2. NEC For a description of NEC, please see the NEC Documents. 3. TERMS OF THE MERGER AGREEMENT For a brief description of the terms of the merger agreement between and among the Company, the Company's wholly-owned merger subsidiary NEWCO, and NEC, (the "Merger Agreement" which is attached hereto as Exhibit 2.1 and shall be incorporated by reference as if fully set forth herein) and the conditions precedent to the transaction becoming effective, please see the NEC Documents. 4. REASONS FOR ENGAGING IN THE TRANSACTION This transaction is immaterial to the interests of the Company. Please see the NEC Documents for the reasons NEC is entering into this transaction. 5. DESCRIPTION OF COMMON SHARES The Common Shares are the only outstanding class of shares of the Company. The Transfer Agent and Registrar for the Common Shares is The First National Bank of Boston, 100 Federal Street, Boston, Massachusetts 02110. The outstanding Common Shares are listed on the New York Stock Exchange and the Boston Stock Exchange. The additional Common Shares will be listed on those exchanges when issued. The following brief summary of certain provisions relating to the Common Shares is merely an outline and does not purport to be complete. It uses terms defined in the documents mentioned and is qualified in its entirety by reference to said documents, which are filed as exhibits to the registration statement. Voting and Dividend Rights The holders of Common Shares are entitled to one vote for each share held and are entitled to dividends out of the net earnings or surplus fund of the Company when such dividends have been declared by the Company's board of directors, but shareholders must look only to the trust estate for the payment thereof. The rights and powers of the Company's shareholders are set forth in the Agreement and Declaration of Trust, as amended, of the Company (Declaration of Trust). Limitations on Dividends The Declaration of Trust provides that share capital representing the Common Shares shall include (a) $94,544,131 for the Common Shares issued prior to January 1, 1953, (b) the consideration received for such shares issued thereafter, and (c) any balances remaining in capital surplus not included in (a) or (b). The Declaration of Trust further provides that the share capital shall not be available for the payment of dividends, and that the share capital shall not be reduced below the sum of (a) and (b) without a vote of a majority of the shares outstanding and entitled to vote at a meeting duly called. The income of the Company is derived mainly from dividends paid by subsidiaries. In addition to the many factors of specific application, including accounting requirements, regulatory orders, indentures relating to indebtedness, and preferred stock preferences, which may affect dividends or the income of the subsidiaries available for dividends, the dividends payable by subsidiaries may be affected by various Federal or state statutes, rules, regulations, and decisions of general application to corporations of a similar type. At March 31, 1995, the consolidated retained earnings of $789 million included $218 million of retained earnings of the Company and $571 million of undistributed retained earnings of subsidiaries. At March 31, 1995 approximately $30 million of the Company's subsidiaries' retained earnings were unavailable for dividends to the Company. Liquidation Rights After satisfaction of all liabilities, the holders of the Common Shares are entitled to receive pro rata the remaining assets of the Company, in cash or in kind. Preemptive Rights There are no preemptive rights. General The Company being an unincorporated voluntary association, the title to its property is held by a trustee (currently The First National Bank of Boston) which acts at the direction of the board of directors of the Company. The board of directors of the Company is elected annually by the shareholders. The Company has broad powers under the Declaration of Trust, most of which can be exercised by the board of directors. The outstanding Common Shares of the Company are, and when duly issued and paid for the Common Shares covered by this Prospectus will be, full-paid and nonassessable. Authorized but unissued shares of the Company may be issued either for money, services, or property, or in exchange for other shares of the Company at the time outstanding, and upon such terms as to valuation of shares, services or property or other shares and otherwise, as the board of directors of the Company may in its absolute discretion see fit. The Declaration of Trust contains a provision designed to eliminate liability of shareholders to the extent permitted by law. It specifies that every person shall look only to the trust estate for payment or damages or otherwise and that every written agreement and obligation shall refer to this provision. Despite these provisions, the shareholders of a voluntary association such as the Company might, with respect to the liabilities of shareholders under Massachusetts law, be treated in legal contemplation as partners and as such under some circumstances might be held personally liable for certain obligations or liabilities of the Company. Counsel for the Company considers the possibility of any such personal liability to be remote because, in his opinion, shareholders are protected under the laws of Massachusetts from personal liability on contract obligations containing the so-called limited liability clause which the Company inserts in all contract obligations including debt securities, and because the Company is a holding company and the possibility of substantial liabilities arising from torts or statutory liabilities or penalties, other than tax liabilities, is not as great as in the case of companies operating physical properties. Notwithstanding the fact that the Company is a holding company, in suits and claims against its subsidiaries, including environmental claims, courts and agencies might attempt to assign liability to the Company despite traditional principles of corporate law. Further, counsel for the Company understands that unincorporated voluntary associations have been treated as general partnerships under the laws of a few states, including Texas in which the Company's oil and gas subsidiary has qualified to do business as a foreign corporation. Even so, for the reasons cited above and because of the substantial capitalization of the Company and its subsidiaries, counsel for the Company considers the possibility of personal liability of the shareholders of the Company to be remote. 6. TAX CONSEQUENCES Please see the NEC Documents for a discussion of the tax consequences of this transaction to NEC stockholders. NEC stockholders should consult their own tax advisors with regard to individual tax treatment. 7. OFFERED SECURITIES The securities of the Company available to be offered by this Prospectus consist of up to 160,000 Common Shares, which the Company proposes to issue in connection with the acquisition of NEC. Underwriting discounts or commissions will generally not be paid by the Company. This Prospectus, as appropriately amended or supplemented, has also been prepared for use by persons who receive shares issued by the Company in connection with the merger of NEWCO into NEC, and who wish to offer and sell such shares, on terms then available, in transactions in which they may be deemed affiliates or underwriters within the meaning of the Securities Act of 1933 (such persons being referred to under this caption as "Selling Shareholders"). Resales may be made pursuant to this Prospectus as amended or supplemented, pursuant to Rule 145(d) under the Securities Act of 1933, or pursuant to an exemption from such Act. Profits realized on resales by Selling Shareholders under certain circumstances may be regarded as underwriting compensation under the Securities Act of 1933. Resales by Selling Shareholders may be made directly to investors or through a securities firm acting as an underwriter, broker or dealer. When resales are to be made through a securities firm, such securities firm may be engaged to act as the Selling Shareholder's agent in the sale of shares by such Selling Shareholder, or such securities firm may purchase shares from the Selling Shareholder as principal and thereafter resell such shares from time to time. The fees earned by or paid to such securities firm may be the normal stock exchange commission or negotiated commissions or underwriting discounts to the extent permissible. In addition, such securities firm may affect resales through other securities dealers, and customary commissions or concessions to such other dealers may be allowed. Sales of shares may be at negotiated prices, at fixed prices, at market prices or at prices related to market prices then prevailing. Any such sales may be made on the New York Stock Exchange, Boston Stock Exchange or other exchange on which such shares are traded, in the over-the-counter market, by block trade, in special or other offerings, directly to investors or through a securities firm acting as agent or principal, or a combination of such methods. Any participating securities firm may be indemnified against certain civil liabilities, including liabilities under the Securities Act of 1933. Any participating securities firm may be deemed to be an underwriter within the meaning of the Securities Act of 1933, and any commissions earned by such firm may be deemed to be underwriting discounts or commissions under such Act. A Prospectus Supplement, if required, will be filed under Rule 424(b) under the Securities Act of 1933, disclosing the name of the Selling Shareholder, the participating securities firm, if any, the number of shares involved, and other details of such resale, if appropriate. MATERIAL CONTRACTS WITH NEC As discussed above in "Terms of the Merger Agreement", the Company and NEC have entered into a Merger Agreement. Please see the NEC Documents for a description of NEC material contracts. LEGAL MATTERS Legal matters in connection with the issuance of the Common Shares offered hereby will be passed upon for the Company by Robert King Wulff, Corporation Counsel, and/or Kirk L. Ramsauer, Assistant General Counsel, 25 Research Drive, Westborough, Massachusetts 01582. The opinion of Messrs. Wulff and Ramsauer as to legal matters in connection with the securities offered hereby is filed as an exhibit to the registration statement. EXPERTS The consolidated balance sheets and statements of capitalization of the Company and its subsidiaries as of December 31, 1994 and 1993 and the related consolidated statements of income, retained earnings and cash flows for each of the three years in the period ended December 31, 1994, all incorporated by reference in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1994, incorporated by reference in this prospectus, have been incorporated herein in reliance on the report of Coopers & Lybrand L.L.P., independent accountants, given on the authority of that firm as experts in accounting and auditing. The statements of law and legal conclusions made in this prospectus, not otherwise attributed, have been reviewed by Robert King Wulff, Corporation Counsel, and/or Kirk L. Ramsauer, Assistant General Counsel, and are made upon their authority as experts. As of May 15, 1995, Mr. Wulff was the owner of approximately 7,865 common shares of the Company and Mr. Ramsauer was the owner of approximately 5,675 common shares and deferred common share equivalents of the Company. VOTING AND MANAGEMENT INFORMATION Please see the NEC Documents for information on the vote required by NEC stockholders for approval of the acquisition of NEC by the Company, and for information on the revocability of the proxy, dissenter's rights of appraisal, persons making the proxy solicitation, interest of persons in the merger and voting rights. On April 28, 1987, the Company's shareholders authorized additional common shares for use in acquisitions or business combinations and it is not necessary for the Company's shareholders to take any further action with respect to the merger. TABLE OF CONTENTS Prospectus Available Information.............................. 5 Incorporation of Certain Documents by Reference.... 5 Summary Information................................ 6 Selected Consolidated Financial Information........ 8 Common Share Price Range and Dividends............. 9 Material Features of the Proposed Transaction...... 9 The Company...................................... 9 NEC.............................................. 10 Terms of the Merger Agreement.................... 10 Reasons for Engaging in the Transaction.......... 10 Description of Common Shares..................... 10 Tax Consequences................................. 12 Offered Securities............................... 12 Material Contracts with NEC........................ 13 Legal Matters...................................... 13 Experts............................................ 13 Voting and Management Information.................. 13 PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 20. Indemnification of Directors and Officers. To the extent applicable under the provisions of the Agreement and Declaration of Trust, the Company will indemnify its directors and officers against liabilities and expenses, including counsel fees reasonably incurred, resulting from litigation or threatened litigation in which any such directors or officers may be involved by reason of his position. Indemnification is withheld whenever the director or officer is adjudicated "not to have acted in good faith in the reasonable belief that his action was in the best interest" of the Company. Officers and Directors Insurance is also provided. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors and officers of the Company pursuant to the foregoing provision or otherwise, the Company has been advised that, in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in said Act, and is, therefore, unenforceable. Item 21. Exhibit Index. List of Exhibits ---------------- 2.1 Merger Agreement by and among the Company, NEWCO, and NEC. 4.1 Specimen copy of Common Share Certificate of the Company. 4.2 Declaration of Trust of the Company, dated as of January 2, 1926, as amended. Incorporated herein by reference to Exhibit 3 to the Company's Annual Report on Form 10-K for the year ended December 31, 1994, (File No. 1-3446) 5.1 Opinion of Robert King Wulff, Esq. and/or Kirk L. Ramsauer with respect to the legality of the securities being registered, containing consent. 23.1 Consent of Coopers & Lybrand L.L.P. 23.2 Consent of Robert King Wulff, Esq. and/or Kirk L. Ramsauer (contained in the opinion filed as Exhibit 5.1 to this Registration Statement). 24.1 Certified copy of vote of Board of Directors, containing power of attorney. 24.2 Power of Attorney of Board of Directors. Item 22. Undertakings. The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made of the securities registered hereby, a post-effective amendment to this registration statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement; provided, however, that the undertakings set forth in paragraphs (i) and (ii) above do not apply if the information required to be included in a post-effective amendment by these paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (4) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (5) Prior to any public reoffering of the securities registered hereunder through use of a prospectus which is a part of this registration statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), the issuer undertakes that such reoffering prospectus will contain the information called for by the applicable registration form with respect to reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form. (6) That, every prospectus (i) that is filed pursuant to the immediately preceding paragraph or (ii) that purports to meet the requirements of Section 10(a)(3) of the Securities Act and is used in connection with the offering of securities subject to Rule 415, except to the extent permitted to be filed as a prospectus supplement, will be filed as a part of an amendment to the registration statement and will not be used until such amendment is effective, and that, for purposes of determining any liability under the Securities Act of 1933, each such post- effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the bona fide offering thereof. (7) The undersigned Registrant hereby undertakes to respond to request for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request. (8) The undersigned Registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective. (9) The undersigned Registrant hereby undertakes to deliver or cause to be delivered with the prospectus, to each person to whom the prospectus is sent or given the latest annual report to security holders that is incorporated by reference in the prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934, and where interim financial information required to be presented by Article 3 of Regulation S-X is not set forth in the prospectus, to deliver, or cause to be delivered to each person to whom the prospectus is sent or given the latest quarterly report that is specifically incorporated by reference in the prospectus to provide such interim financial information. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers, and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer, or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act, and will be governed by the final adjudication of such issue. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the Town of Westborough, The Commonwealth of Massachusetts, on the 1st day of June, 1995. NEW ENGLAND ELECTRIC SYSTEM s/John W. Rowe BY: John W. Rowe, President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the date indicated. We, the undersigned officers of New England Electric System, hereby authorize and direct John G. Cochrane, Kirk L. Ramsauer, and Craig L. Eaton, or several of them, as attorneys-in-fact, to execute in the name and on behalf of each of the undersigned persons, in the respective capacities indicated below, any amendment or amendments to the registration statement of New England Electric System under the Securities Act of 1933. (Signature and Title) (i) Principal Executive Officer: s/John W. Rowe John W. Rowe, President and Chief Executive Officer (ii) Principal Financial Officer: s/Alfred D. Houston Alfred D. Houston, Executive Vice President and Chief Financial Officer (iii) Principal Accounting Officer s/Michael E. Jesanis Michael E. Jesanis, Treasurer (iv) Directors: (a majority) Joan T. Bok Paul L. Joskow Edward H. Ladd s/Kirk L. Ramsauer Joshua A. McClure John W. Rowe All by: George M. Sage Kirk L. Ramsauer Charles E. Soule Attorney-in-Fact Anne Wexler James R. Winoker Date as to all signatures on this page: June 1, 1995. 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 2, 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 therefor. The provisions of this paragraph, however, shall not have the effect of, or constitute, a condition, stipulation, or provision binding any person to waive compliance with any provision of the Securities Act of 1933 as amended or of the rules and regulations of the Securities and Exchange Commission thereunder. EX-99 2 EXHIBIT INDEX Exhibit Description Page - ------- ----------- ---- 2.1 Merger Agreement by and among the Filed under cover Company, NEWCO, and NEC of Form SE 4.1 Specimen copy of Common Share Filed under cover Certificate of the Company of Form SE 4.2 Declaration of Trust of the Incorporated Company, dated as of January 2, by Reference 1926, as amended 5.1 Opinion of Robert King Wulff, Filed herewith Esq. and/or Kirk L. Ramsauer with respect to the legality of the securities being registered, containing consent 23.1 Consent of Coopers & Lybrand L.L.P. Filed herewith 23.2 Consent of Robert King Wulff Incorporated by and/or Kirk L. Ramsauer Reference in Exhibit 5.1 24.1 Certified copy of vote of Board of Filed herewith Directors, containing power of attorney 24.2 Power of Attorney of Board of Filed under cover Directors of Form SE EX-5 3 EXHIBIT 5.1 Exhibit 5.1 25 RESEARCH DRIVE, WESTBOROUGH, MASSACHUSETTS 01582 =================================================== June 1, 1995 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Re: New England Electric System Common Shares Dear Commissioners: The undersigned, Corporation Counsel and Assistant General Counsel for New England Electric System (the Company) have been of counsel for the Company in connection with the proposed issuance of up to 160,000 common shares of the Company to be used for the acquisition of Nantucket Electric Company pursuant to a Merger and Acquisition Agreement, dated as of March 22, 1995, (the Merger Agreement). The Merger Agreement contains a number of conditions precedent to the merger and therefore to the issuance of these additional shares. As such counsel, we have reviewed the various documents and proceedings relating to said issue, including without limiting the foregoing, the registration statement on Form S-4 and the prospectus. We have also reviewed the corporate and regulatory authority for the issuance. Accordingly, we are familiar with the proceedings taken in connection with such issue. Based on the foregoing, and subject to the additional actions yet to be taken indicated below, it is our opinion: 1. That the Company is a duly created and existing voluntary association in The Commonwealth of Massachusetts; and that the authorized shares of the Company consist of 150,000,000 common shares of the par value of $1 each, and that authorized but unissued shares are greater than said 160,000 common shares. 2. That the issuance of the additional common shares as permitted by the Agreement and Declaration of Trust dated January 2, 1926, as amended (the Agreement), has been duly authorized by the Board of Directors of the Company, subject to approval of regulatory authorities having jurisdiction; 3. When duly issued and paid for, the authorized common shares will be, validly issued, full-paid and non-assessable, Securities and Exchange Commission Page Two June 1, 1995 and the holders thereof will be entitled to the rights and privileges appertaining thereto set forth in the Agreement. Article 9 of the Agreement provides in substance that no shareholder, director, officer, or agent shall be held to any liability in contract, tort or otherwise; that every person shall look only to the trust estate for payment or damages or otherwise, and that in every written agreement or obligation reference shall be made to the Agreement and to the substance of such part of the above provisions of Article 9 as are applicable, and that neither the Board of Directors nor the Trustee nor any officer, agent or representative shall have any power or authority to enter into any agreement or obligation on behalf of the Company except in accordance with the provisions of said Article 9. Article 10 of the Agreement provides that no trustee, director, officer, or agent of the Company shall be entitled to look to the shareholders personally for indemnity against liability incurred by them or call upon the shareholders for the payment of any assessment except only in the case of shares which by their express terms are issued part-paid and assessable and then only as therein provided. In Article 27 of the Agreement it is further provided that all shares issued and to be issued shall be full-paid and non-assessable except to the extent otherwise specifically provided in the certificates representing such shares. The Agreement expressly declares in Article 39 that a trust and not a partnership is deemed to be created and that the shareholders shall be deemed to hold only the relationship of cestuis que trustent to the Trustee. Despite these provisions, the shareholders of a voluntary association such as the Company might, with respect to the liability of shareholders under Massachusetts law, be treated in legal contemplation as partners and as such under some circumstances might be held personally liable for certain obligations or liabilities of the Company. We consider the possibility of any such liability remote because, in our opinion, shareholders are protected under the laws of Massachusetts from personal liability on contract obligations arising from instruments containing the substance of such said provisions of Article 9 as are applicable (it being the practice of the Company to insert such in all contract obligations, including all debt securities), and because the Company is a holding company so that the possibility of substantial liabilities arising from torts or statutory liabilities or penalties, other than tax liabilities, is not as great as in the case of companies operating physical properties. Notwithstanding the fact that the Company is a holding company, in suits and claims against its subsidiaries, including environmental claims, courts and agencies might disregard corporate formalities and assign liability to the Company despite traditional principles of corporate law. Further, we understand that unincorporated voluntary associations have Securities and Exchange Commission Page Three June 1, 1995 been treated as general partnerships under the laws of a few states, including Texas in which the Company's oil and gas subsidiary has qualified to do business as a foreign corporation. Even so, for the reasons cited above and because of the substantial capitalization of the Company and its subsidiaries, we consider the possibility of personal liability of the shareholders of the Company to be remote. 4. The issue of the additional common shares is subject to appropriate action by the Securities and Exchange Commission under the Public Utility Holding Company Act of 1935 and receipt of full payment for the shares, and the sale of the additional common shares is subject to a registration statement with respect thereto becoming effective under the Securities Act of 1933, as amended. This opinion does not relate to qualifications or registration of shares under securities or "blue sky" laws of the several states. We hereby consent to the use of our names in the registration statement and related prospectus of the Company with respect to the additional common shares and to the use of this opinion in connection therewith. Very truly yours, s/Robert King Wulff Robert King Wulff Corporation Counsel s/Kirk L. Ramsauer Kirk L. Ramsauer Assistant General Counsel EX-23 4 EXHIBIT 23.1 Exhibit 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in this registration statement on Form S-4 of our report dated February 27, 1995, on our audits of the financial statements of New England Electric System. We also consent to the reference to our firm under the caption "Experts". s/Coopers & Lybrand L.L.P. COOPERS & LYBRAND, L.L.P. Boston, Massachusetts June 1, 1995 EX-24 5 EXHIBIT 24.1 Exhibit 24.1 NEW ENGLAND ELECTRIC SYSTEM -------------------------- Certified Copy of Vote re: Common Shares - ---------------------------- VOTED: That this Company file a registration statement, with the Securities and Exchange Commission under the Securities Act of 1933 for up to 160,000 common shares, said shares to be used as consideration for the acquisition of Nantucket Electric Company; that the officers of the Company or Kirk L. Ramsauer, John G. Cochrane, or Craig L. Eaton, as attorney-in-fact for this Company, are severally authorized in the name and on behalf of the members of this Board, to execute and file such a registration statement, and any amendment or amendments thereto as the officer or officers or attorney-in-fact so acting deem advisable. I, Frederic E. Greenman, hereby certify that I am Secretary of New England Electric System; that the foregoing is a true copy from the records of votes duly passed at a meeting of the Directors of said Company duly held February 28, 1995, at which meeting a quorum was present and acting throughout; that the First National Bank of Boston, Trustee under an Agreement and Declaration of Trust of New England Electric System dated as of January 2, 1926, as amended, has duly registered the foregoing vote; and that said vote remains in full force and effect without alteration. A T T E S T: s/Frederic E. Greenman Secretary Date: May 31, 1995 -----END PRIVACY-ENHANCED MESSAGE-----