-----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, sTEkHqwd5VmJH5i0VAahojU5fWwOkNzF/RlnsgHqoSbJcYs47tfghnm01hR8goIB L2z0kdFRyu+hTc+HhwrXSA== 0000071297-94-000042.txt : 19941006 0000071297-94-000042.hdr.sgml : 19941006 ACCESSION NUMBER: 0000071297-94-000042 CONFORMED SUBMISSION TYPE: U-1 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19941005 SROS: NONE 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: U-1 SEC ACT: 1935 Act SEC FILE NUMBER: 070-08485 FILM NUMBER: 94551721 BUSINESS ADDRESS: STREET 1: 25 RESEARCH DR CITY: WESTBOROUGH STATE: MA ZIP: 01581 BUSINESS PHONE: 5083669011 U-1 1 File No. 70- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM U-1 APPLICATION/DECLARATION UNDER THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 NEW ENGLAND ELECTRIC SYSTEM 25 Research Drive Westborough, Massachusetts 01582 NEW ENGLAND ELECTRIC SYSTEM (Name of top registered holding company) Michael E. Jesanis Robert King Wulff Treasurer Corporation Counsel 25 Research Drive 25 Research Drive Westborough, Massachusetts 01582 Westborough, Massachusetts 01582 (Names and addresses of agents for service) Item 1. Description of Proposed Transactions - --------------------------------------------- New England Electric System (NEES) is a holding company created under the laws of The Commonwealth of Massachusetts by an Agreement and Declaration of Trust dated January 2, 1926, as amended, and is registered under the Public Utility Holding Company Act of 1935. Subsidiaries of NEES (the Employers) provide, for the benefit of certain of their officers, life insurance plans funded by individual policies. The combined death benefit to the participant under these insurance plans is three times the participant's annual salary. After termination of employment, participants in one of the insurance plans (Exhibit B-1) may elect, commencing at age 55 or later, to receive an annuity income equal to 40% of annual salary. In that event, the life insurance is reduced over fifteen years to an amount equal to the participant's final average salary. Due to changes in the tax law, this plan was closed to new participants, and an alternative was established with only a life insurance benefit (Exhibit B-2). These plans are structured so that, over time, the Employers should recover the cost of the insurance premiums. The life insurance benefit in almost all cases will be provided by an insurance company. The annuity, and in limited instances the insurance benefits, will be paid by the Employers. Although, as noted, the Employers anticipate recovery of their costs from the proceeds of the policies, their interests in the policies are not segregated from their general assets and the participants in the plans are general creditors of the Employers. From time to time the Employers have granted additional service credit under their pension plans to executives to recognize professional and business experience prior to joining the New England Electric System companies. These letters and agreements do not have a standard format, reflecting the various styles of the Company's Human Resources departments over time. Most of the individuals covered by the plans, the letters, and the agreements are present or future employees of New England Power Service Company (the Service Company). The assets of the Service Company consist mainly of amounts currently receivable from affiliates. For the purpose of providing greater assurance of the payment of these life insurance and annuity benefits and additional pension benefits to the participants and their beneficiaries, it is proposed that NEES, from time to time, give written assurances to the participants that, if an Employer obligated under the amended life insurance program, the collateral assignment life insurance program, or the additional service letter and agreement does not make the payments provided therein, NEES will make such payments. Similar assurance is now provided under four other executive plans. (HCAR No. 22664, File No. 70-6732) Item 2. Fees, Commissions and Expenses - --------------------------------------- There are no fees or commissions to be paid in connection with the proposed transactions other than the fee for filing this Application/Declaration under the Act. Incidental services in connection herewith will be performed by the Service Company at the actual cost thereof. The Service Company, an Employer, is an affiliated service company operating pursuant to Section 13 of the Act and the Commission's rules thereunder. The cost of such services is estimated not to exceed $2,000. Item 3. Applicable Statutory Provisions - ---------------------------------------- The assumption by NEES of the obligation to perform for any defaulting Employer under the insurance programs is subject to the provisions of Section 12(b) of the Act and Rule 45 thereunder. Item 4. Regulatory Approval - ---------------------------- No action by any state commission or Federal commission (other than the Securities and Exchange Commission) is necessary to carry out the proposed transactions. Item 5. Procedure - ------------------ It is requested that the Commission take action with respect to this Application/Declaration without a hearing being held and that this statement become effective and be granted on or before December 1, 1994, or as soon thereafter as possible. The Companies (1) do not request a recommended decision by a hearing officer, (2) do not request a recommended decision by any other responsible officer of the Commission, (3) hereby specify that the Division of Corporate Regulation may assist in the preparation of the Commission's decision, and (4) hereby request that there be no 30-day waiting period between the date of issuance of the Commission's order and the date on which it is to become effective. Item 6. Exhibits and Financial Statements - ------------------------------------------ (a) Exhibits B-1 Form of Life Insurance Program, filed as Exhibit 10(s) to NEES Form 10-K for the year ended December 31, 1986, File No. 1-3446; B-2 Form of Life Insurance (Collateral Assignment) filed as Exhibit 10(t) to NEES Form 10-K for the year ended December 31, 1991, File No. 1-3446. * F Opinion of Counsel. H Proposed Form of Notice. * To be supplied by amendment Item 7. Information as to Environmental Effects - ------------------------------------------------ The proposed transaction does not involve a major Federal action significantly affecting the quality of the human environment. SIGNATURE --------- Pursuant to the requirements of the Public Utility Holding Company Act of 1935, the undersigned Company has duly caused this statement to be signed on its behalf by the undersigned officer thereunto duly authorized. NEW ENGLAND ELECTRIC SYSTEM s/Michael E. Jesanis By Michael E. Jesanis, Treasurer Date: October 5, 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. EX-99 2 EXHIBIT INDEX Exhibit No. Description Page - ----------- ----------- ---- B-1 Form of Life Insurance Program Incorporated by reference B-2 Form of Life Insurance Incorporated by (Collateral Assignment) reference F Opinion of Counsel To be filed by amendment H Proposed Form of Notice Filed herewith EX-99 3 EXHIBIT H PROPOSED FORM OF NOTICE New England Electric System (NEES), a registered holding company, has filed an Application/Declaration with this Commission pursuant to Section 12 of the Public Utility Holding Company Act of 1935 (the Act) and the Commission's rules thereunder. Subsidiaries of NEES (the Employers) provide, for the benefit of certain of their officers, life insurance plans funded by individual policies. From time to time the Employers have also granted additional service credit under their pension plans to executives to recognize professional and business experience prior to joining the NEES companies. For the purpose of providing greater assurance of the payment of these life insurance and annuity benefits and additional pension benefits to the participants and their beneficiaries, it is proposed that NEES, from time to time, give written assurances to the participants that, if an Employer obligated under the life insurance programs or the additional service agreements does not make the payments provided therein, NEES will make such payments. Similar assurance is now provided under four other executive plans. (HCAR No. 22664, File No. 70-6732) -----END PRIVACY-ENHANCED MESSAGE-----