-----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, WPnk+BCSgdGXZOnFX5GaSe0asfZyXqMVrurPzGvRyWbB8+8Byh5ccf9qckGv9i+8 oCrZ8x8O2OREpdDOJWS6dg== 0000071297-00-000024.txt : 20000323 0000071297-00-000024.hdr.sgml : 20000323 ACCESSION NUMBER: 0000071297-00-000024 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20000322 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000322 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: 8-K SEC ACT: SEC FILE NUMBER: 001-03446 FILM NUMBER: 575559 BUSINESS ADDRESS: STREET 1: 25 RESEARCH DR CITY: WESTBOROUGH STATE: MA ZIP: 01582 BUSINESS PHONE: 5083892000 MAIL ADDRESS: STREET 1: 25 RESEARCH DR CITY: WESTBOROUGH STATE: MA ZIP: 01582 8-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 of the Securities Exchange Act of 1934 Date of Earliest Event Reported: March 22, 2000 NEW ENGLAND ELECTRIC SYSTEM (exact name of registrant as specified in charter) Massachusetts 1-3446 04-1663060 (state or other (Commission (I.R.S. Employer jurisdiction of File No.) Identification No.) incorporation) 25 Research Drive, Westborough, Massachusetts 01582 (Address of principal executive offices) (508) 389-2000 (Registrant's telephone number, including area code) Item 1. Changes in Control of Registrant - ----------------------------------------- On March 22, 2000, the Merger between New England Electric System (NEES) and The National Grid Group plc (National Grid) was completed, with NEES becoming an indirect wholly owned subsidiary of National Grid. The final sale price for the merger is $3.2 billion. Each common share of NEES issued and outstanding immediately prior to the Merger was converted into the right to receive a cash payment of $54.207032. National Grid financed the acquisition through a combination of bank borrowings and internal cash sources. Item 7. Financial Statements and Exhibits - ------------------------------------------ (c) Exhibits 1. Agreement and Plan of Merger dated as of December 11, 1998, by and among New England Electric System, NGG Holdings LLC (formerly Iosta LLC), and The National Grid Group plc. (Incorporated by reference to Exhibit 10(kk), NEES Form 10-K for fiscal year ended December 31, 1998, File No. 1-3446). 2. Press Release of New England Electric System issued March 22, 2000. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned thereunto duly authorized. NEW ENGLAND ELECTRIC SYSTEM s/John G. Cochrane By John G. Cochrane, Vice President and Treasurer Authorized Officer, and Chief Accounting Officer Date: March 22, 2000 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 PRESS RELEASE EXHIBIT INDEX Exhibit No. Description Page - ----------- ----------- ---- 1 Agreement and Plan of Incorporated Merger dated as of by reference December 11, 1998 2 Press Release of New Filed England Electric System herewith issued March 22, 2000 EX-99 3 PRESS RELEASE FOR IMMEDIATE RELEASE CONTACTS: NATIONAL GRID USA NATIONAL GRID GROUP (U.K.) Media: Media: - ------ ------ Jackie Barry Sue Pemberton (508) 389-3298 011-44-171-282-2842 Investors: Investors: ---------- ---------- Bob Seega Jill Sherratt (508) 389-2178 011-44-171-620-9191 IT'S OFFICIAL -- NEES/NATIONAL GRID MERGER IS COMPLETE ------------------------------------------------------ NEES Renamed National Grid USA WESTBOROUGH, Mass., March 20, 2000 The merger between The National Grid Group plc (National Grid) and New England Electric System (NEES) is complete, and NEES officially has been renamed National Grid USA, according to Rick Sergel, president and chief executive officer of National Grid USA. Sergel and National Grid Group Chief Executive David Jones signed documents to close the deal, which was announced on December 14, 1998. The final sale price for the merger was $3.2 billion, and the final price of NEES shares was $54.207. "We agreed to merge our companies with the belief that our customers, our employees and the region as a whole will benefit from our combined strengths," Sergel said. "Now that we have closed on this historic merger, we intend to work on delivering those benefits." Although the NEES name has changed, the names of its local electric companies Massachusetts Electric Company, Granite State Electric Company (NH), Narragansett Electric Company (RI), and Nantucket Electric Company will remain the same. "Preserving the names of our local electric companies reflects our commitment to continuity for our customers and communities," said Sergel. Company officials today unveiled National Grid USA's new logo and corporate identity, and launched three new Internet sites containing detailed information about National Grid's U.S., U.K., and worldwide operations: National Grid USA website http://www.nationalgrid.com/usa National Grid U.K. website http://www.nationalgrid.com/uk National Grid Group (worldwide) website http://www.nationalgrid.com (NOTE TO EDITORS: National Grid USA logo artwork, photos and additional background information are available at www.nationalgrid.com/usa)National Grid USA, with Sergel at its helm as president and chief executive officer, will serve as the base of North American operations for National Grid Group. Sergel and NEES director Paul Joskow, professor of economics and management at the Massachusetts Institute of Technology, will join National Grid's board of directors. NEES chairman Alfred D. Houston steps down and will serve as a consultant to National Grid USA for two years. The merger has been approved or received support from all of the necessary state and federal regulatory agencies, and the shareholders of both companies. National Grid USA is in the process of acquiring Eastern Utilities Associates, a neighboring electric utility serving customers in Massachusetts and Rhode Island. That merger is expected to close in the near future. The National Grid Group plc (LSE, NYSE:NGG) -- one of the U.K.'s 100 largest companies -- builds, owns and operates electricity and telecommunications networks around the world, focusing on liberalizing markets. The world's largest independent electricity transmission company, National Grid operates networks in England, Wales, Argentina, Zambia and the U.S. The company operates or is developing transmission interconnectors in England, Scotland, France, Africa, the U.S., Australia and the Isle of Man; and has an electricity distribution business serving 1.3 million U.S. customers. The company has a growing portfolio of telecommunications businesses that includes a minority stake in UK company Energis, which National Grid created; operations in Brazil and the U.S.; and a joint venture being developed in Poland. National Grid's headquarters are in Coventry, England. -----END PRIVACY-ENHANCED MESSAGE-----