-----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, W3r2/QXIxMUHUM6InFIEaBXwomUGCE3xJv57aEVUo5RvNeSx+hBs+4E5ZHAjGYab Og0YKL/4upeVAa9tngcJDw== 0000071297-94-000027.txt : 19940617 0000071297-94-000027.hdr.sgml : 19940617 ACCESSION NUMBER: 0000071297-94-000027 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19940616 EFFECTIVENESS DATE: 19940616 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEW ENGLAND ELECTRIC SYSTEM CENTRAL INDEX KEY: 0000071297 STANDARD INDUSTRIAL CLASSIFICATION: 4911 IRS NUMBER: 041663060 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 002-89648 FILM NUMBER: 94534538 BUSINESS ADDRESS: STREET 1: 25 RESEARCH DR CITY: WESTBOROUGH STATE: MA ZIP: 01581 BUSINESS PHONE: 5083669011 S-8 POS 1 File No. 2-89648 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT Under The Securities Act of 1933 NEW ENGLAND ELECTRIC SYSTEM (Exact name of registrant as specified in its charter) Massachusetts 04-1663060 (State or other jurisdiction (I.R.S. Employer incorporation or organization) Identification No.) 25 Research Drive, Westborough, Massachusetts 01582 (Address of Principal Executive Office) NEW ENGLAND ELECTRIC SYSTEM COMPANIES EMPLOYEES' SHARE OWNERSHIP PLAN (Full Title of Plan) Michael E. Jesanis Robert King Wulff Treasurer Corporation Counsel 25 Research Drive 25 Research Drive Westborough, Massachusetts 01582 Westborough, Massachusetts 01582 (Names and address of agents for service) 508-366-9011 (Telephone number, including area code, of agents for service) To the Securities and Exchange Commission: New England Electric System (the Company or NEES) submits the following Post-Effective Amendment No. 1 to its Registration Statement (Form S-8) filed February 16, 1984, the Commission's File No. 2-89648: Pursuant to the Undertakings to withdraw securities from registration included in the above-mentioned Registration Statement and to Rule 477(a) of the Securities Act of 1933, as amended, the Company requests that the above- mentioned Registration Statement be withdrawn. On August 9, 1977, the Company registered 300,000 NEES common shares for issuance pursuant to the New England Electric System Companies Employees' Share Ownership Plan (the Plan) (Commission's File No. 2-59654). On May 22, 1979, that number was increased by 675,000 shares (Commission's File No. 2-64584). On February 16, 1984, an additional 1,000,000 shares were registered (Commission's File No. 2-89648). Of the 1,975,000 total registered shares, 1,802,177 shares have been issued pursuant to the Plan to date. This withdrawal is requested as the remaining 172,823 shares will not be issued pursuant to the Plan which has been discontinued. SIGNATURE Pursuant to the requirements of the Securities Act of 1933, the issuer, New England Electric System, a voluntary association created in Massachusetts, has duly caused this Post-Effective Amendment No. 1 to its registration statement filed with the Commission on February 16, 1984 (Commission's File No. 2-89648), to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Westborough and The Commonwealth of Massachusetts on this 16th day of June, 1994. New England Electric System s/Michael E. Jesanis By Michael E. Jesanis, Treasurer Date: June 16, 1994 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. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, this Post- Effective Amendment No. 1 to its registration statement has been signed below by the following persons in the capacities indicated on the 24th day of May, 1994. Moreover, the undersigned hereby also certify that to the best of their knowledge and belief, the issuer continues to meet all of the requirements for filing on Form S-8. ln addition, we, the undersigned officers and directors of New England Electric System, hereby authorize and direct John G. Cochrane and Peter J. Dill, as attorneys-in-fact, to execute in the name and on behalf of each undersigned persons and in the respective capacities indicated below, any further amendment or amendments to the registration statement of New England Electric System under the Securities Act of 1933 relating to the deregistration of NEES common shares available for issuance under the New England Electric System Companies Employees' Share Ownership Plan. (Signature and Title) (i) Principal Executive Officer: (iv) Directors: (a majority) John W. Rowe, President and s/Joan T. Bok Chief Executive Officer Joan T. Bok s/John W. Rowe s/Paul L. Joskow Paul L. Joskow (ii) Principal Financial Officer: s/Edward H. Ladd s/Alfred D. Houston Edward H. Ladd Alfred D. Houston s/Joshua A. McClure Executive Vice President and Chief Financial Officer Joshua A. McClure (iii) Principal Accounting Officer: s/Malcolm McLane s/Michael E. Jesanis Malcolm McLane Michael E. Jesanis s/Felix A. Mirando, Jr. Treasurer Felix A. Mirando, Jr. s/George M. Sage George M. Sage s/Charles E. Soule Charles E. Soule s/Anne Wexler Anne Wexler s/James Q. Wilson James Q. Wilson Date as to each signature on this page: May 24, 1994 s/James R. Winoker James R. Winoker SIGNATURE Pursuant to the requirements of the Securities Act of 1933, the undersigned is duly authorized by the members of the Benefits Committee, plan administrator for the New England Electric System Companies Employees' Share Ownership Plan, to duly sign this Post-Effective Amendment No. 1, in Westborough, Massachusetts on this 16th day of June, 1994. BENEFITS COMMITTEE s/Peter J. Dill __________________________________ Peter J. Dill, Assistant Secretary Date: June 16, 1994 -----END PRIVACY-ENHANCED MESSAGE-----