-----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, JaBQMccd53kTV5OlnTp8NF7plHyMaSz59RHDFZLNOlyIoZbJRL7mirNADMRYOYss zAn/9hf9Zo7pNoMeqUBF8g== 0000071297-96-000029.txt : 19960410 0000071297-96-000029.hdr.sgml : 19960410 ACCESSION NUMBER: 0000071297-96-000029 CONFORMED SUBMISSION TYPE: 35-CERT PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19960409 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: 35-CERT SEC ACT: 1935 Act SEC FILE NUMBER: 070-08675 FILM NUMBER: 96545474 BUSINESS ADDRESS: STREET 1: 25 RESEARCH DR CITY: WESTBOROUGH STATE: MA ZIP: 01581 BUSINESS PHONE: 5083669011 35-CERT 1 File No. 70-8675 SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 CERTIFICATE OF NOTIFICATION Pursuant to Rule 24(a) under the Public Utility Holding Company Act of 1935 Filed by NEW ENGLAND ELECTRIC SYSTEM NEW ENGLAND POWER COMPANY MASSACHUSETTS ELECTRIC COMPANY It is hereby certified that on March 26, 1996, New England Electric System acquired Nantucket Cable Electric Company and certain other transactions described in Form U-1 and amendments thereto, File No. 70-8675, and in the Order of the Securities and Exchange Commission with respect thereto dated December 27, 1995 (HCAR No. 26439) were consummated. All such transactions have been carried out, in accordance with the terms and conditions of and for the purpose represented in said Form U-1 and the Order of the Commission. The required "past tense" opinion of counsel is attached hereto as Exhibit I. SIGNATURE --------- Pursuant to the requirements of the Public Utility Holding Company Act of 1935, each of the undersigned companies has duly caused this Certificate of Notification (Commission's File No. 70-8675) to be signed on its behalf by the undersigned officers thereunto duly authorized. NEW ENGLAND ELECTRIC SYSTEM MASSACHUSETTS ELECTRIC COMPANY NEW ENGLAND POWER COMPANY s/Michael E. Jesanis By: _________________________ Michael E. Jesanis Treasurer of each company Date: April 9, 1996 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. EX-99 2 EXHIBIT INDEX Exhibit No. Description Page - ----------- ----------- ---- A-5 Specimen copy of Common Stock Filed under Certificate of NEC cover of Form SE A-6 Articles of Organization of NEWCO Filed under cover of Form SE A-7 By-laws of NEWCO Filed under cover of Form SE A-8 Specimen copy of Common Stock Filed under Certificate of NEWCO cover of Form SE A-9 Articles of Organization of Filed under Surviving Corporation cover of Form SE A-10 By-laws of Surviving Corporation Filed under cover of Form SE A-11 Specimen copy of Common Stock Filed under Certificate of Surviving cover of Form SE Corporation I Past Tense Opinion of Counsel Filed herewith EX-5 3 EXHIBIT I EXHIBIT I 25 Research Drive, Westborough, Massachusetts 01582 =================================================== April 9, 1996 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Re: New England Electric System New England Power Company Massachusetts Electric Company Commission File No. 70-8675 Dear Ladies and Gentlemen: Form U-1 and amendments thereto filed in the above proceeding were permitted to become effective by the Commission's Order dated December 27, 1995. As counsel for the above named companies, we have reviewed the following actions taken subsequent to our opinions dated December 26 and December 28, 1995, to carry out the transactions described in the statement: 1. The Registration Statement on Form S-4, relating to the exchange of the common shares of New England Electric System (the Company)for the outstanding common stock of Nantucket Electric Company (NEC), became effective under the Securities Act of 1933, by order of the Commission dated June 28, 1995. 2. The Company designated Nantucket Cable Electric Company, Inc. (NCEC), a recently-formed subsidiary, to serve as NEWCO under the merger agreement. 3. On March 26, 1996, NCEC issued one share of common stock, representing all outstanding stock of NCEC, to the Company, in exchange for $10,000. 4. On March 26, 1996, the First National Bank of Boston, Exchange Agent, accepted 96,957 of the common shares of the Company, which, in accordance with the merger agreement, were deposited for exchange for the outstanding common stock of Nantucket Electric Company (NEC). 5. On March 26, 1996, NCEC entered into the merger agreement by and among the Company and NEC. On the same date, NCEC merged with and into NEC, with NEC as the surviving corporation (Surviving Corporation), and Articles of Merger were filed, pursuant to Massachusetts law, with the Secretary of State of the Commonwealth of Massachusetts (the Effective Time). 6. Pursuant to the merger agreement, at the Effective Time, each share of NEC common stock issued and outstanding immediately prior to the Effective Time was converted into the right to receive, through the Exchange Agent, 3.4646 shares of common stock of the Company. 7. On March 26, 1996, Massachusetts Electric Company (MEC) entered into a Credit and Operating Support Agreement with the Surviving Corporation. 8. On March 26, 1996, the Board of Directors of the Surviving Corporation authorized the Surviving Corporation to enter into short-term borrowing arrangements and to participate in the Company's Money Pool. We have reviewed the above mentioned opinions, which were filed by amendment as Exhibits F and F-1, respectively, to the statement on Form U-1 in the above proceeding, and, in light of the designation of NCEC to serve as NEWCO under the merger agreement, we hereby confirm the various opinions and statements contained therein. It is our opinion that: (a) the foregoing transactions have been carried out in accordance with the Application/Declaration; (b) all State laws applicable to such transactions have been complied with; and (c) the consummation of the transactions does not violate the legal rights of the holders of any securities issued by NEES or any associate company. Very truly yours, s/Robert King Wulff Robert King Wulff Corporation Counsel s/Kirk L. Ramsauer Kirk L. Ramsauer Associate General Counsel -----END PRIVACY-ENHANCED MESSAGE-----