-----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, XcnX2UAqJc39tRF/hFlRxx2d/DQWrITWgN8j0/92RCXbtpdcQ0u9Se50hLcDz0ML V3EvmrsRMS1JV0427nTlcA== 0000071297-94-000043.txt : 19941013 0000071297-94-000043.hdr.sgml : 19941013 ACCESSION NUMBER: 0000071297-94-000043 CONFORMED SUBMISSION TYPE: POS AMC PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19941012 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: POS AMC SEC ACT: 1935 Act SEC FILE NUMBER: 070-07753 FILM NUMBER: 94552428 BUSINESS ADDRESS: STREET 1: 25 RESEARCH DR CITY: WESTBOROUGH STATE: MA ZIP: 01581 BUSINESS PHONE: 5083669011 POS AMC 1 File No. 70-7753 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM U-1 APPLICATION/DECLARATION UNDER THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 NEW ENGLAND ELECTRIC SYSTEM (Name of company filing this statement) 25 Research Drive, Westborough, Massachusetts 01582 (Address of principal executive offices) NEW ENGLAND ELECTRIC SYSTEM (Name of top registered holding company parent in system) Michael E. Jesanis Robert King Wulff Treasurer Corporation Counsel 25 Research Drive 25 Research Drive Westborough, MA 01582 Westborough, MA 01582 (Names and addresses of agents for service) Item I. Description of Proposed Transaction By orders dated August 30, 1984 (HCAR No. 23404), January 10, 1986 (HCAR No. 23987), November 22, 1988 (HCAR No. 24753) and August 7, 1990 (HCAR No. 25128) (File No. 70-7753), the Commission permitted to become effective an Application/ Declaration, as amended, under which New England Electric System (NEES or the Company) proposed to issue and sell from time to time through December 31, 1994, an aggregate of up to 1,395,902 shares of its authorized but unissued common shares, $1 par value, pursuant to the New England Electric System Companies Incentive Thrift Plan II (the Plan), formerly referred to as the New England Electric System Companies Tax Deferred Savings Plan. The Plan is sponsored by the following NEES subsidiaries: New England Power Service Company; New England Power Company; Massachusetts Electric Company; Granite State Electric Company; and The Narragansett Electric Company (collectively referred to as the Employer). Through September 30, 1994, NEES issued 473,086 shares pursuant to the Plan leaving a balance of 922,816 authorized but unissued shares. The proceeds from the sale of any common shares will be added to the general funds of the Company and be used for any or all of the following purposes: (i) investment in the Company's subsidiaries, through loans or advances to such subsidiaries, purchases of additional shares of their capital stocks, or capital contributions, (ii) payment of indebtedness of the Company, or (iii) general purposes of the Company. The Company now proposes to further extend the period for issuing common shares under the Plan to December 31, 1997. Neither NEES nor any subsidiary has an ownership interest in an exempt wholesale generator ("EWG") or foreign utility company ("FUCO") as defined in Sections 32 and 33 of the Act. Additionally, neither New England Electric System nor any subsidiary is a part to, or has any rights under, a service, sales, or construction agreement with an EWG or a FUCO. Although neither New England Electric System nor any subsidiary has any current intention to secure an ownership interest in an EWG or FUCO, NEES wishes to retain the flexibility to invest up to a total of $100 million in one or more EWGs or FUCOs, subject to such further Commission rules and regulations and approvals as may then be required. Said $100 million total shall consist of the same $100 million authority granted to NEES and its subsidiary companies (File No. 70-8261), approved by the Commission by orders dated October 29 and September 1, 1993 (HCAR Nos. 25913 and 25933), and shall not be considered exclusive thereof. The Plan - -------- Employees who are covered by a collective bargaining agreement that has accepted the Plan and have completed one year of service are eligible to join the Plan. The purpose of the Plan continues to be to encourage employee thrift and increase employee motivation by establishing a formal plan providing salary reduction contributions on behalf of participants as well as employer contributions, including ones linked to corporate results. Investment of Funds - ------------------- All contributions are held in trust pursuant to an agreement with T. Rowe Price Trust Company (the Trustee). Administration - -------------- The Benefits Committee is the named fiduciary with authority to control and manage the operation and administration of the Plan. Among other duties, the Benefits Committee delivers or causes to be delivered to each participant proxy statements and other communications which are distributed to owners of NEES common shares. Each participant or beneficiary has the right confidentially to direct the Trustee to exercise the voting rights with respect to all the whole and fractions of NEES common shares allocated to his account. The Trustee votes undirected shares proportionately. In addition, participants have the right confidentially to direct the Trustee to tender or exchange NEES common shares held in their accounts in the event of a tender or exchange offer. The Trustee will exercise its discretion whether to tender or exchange shares for which no instructions are received. The Employers pay the fees and expenses of the Trustee and for recordkeeping. Issue of Common Shares to the Plan - ---------------------------------- Employees participating in the Plan may choose from among a number of investment alternatives in which to invest salary reduction contributions made on their behalf, including common shares of NEES. Additional Employer contributions, including those linked to corporate results, are invested in NEES common shares. The shares available for issuance under the Plan currently come from purchases on the open market, although the Plan provides that the Company may elect to either purchase shares on the open market or from authorized, but unissued common shares. Up until April, 1991, shares had been purchased directly from the Company. Since that time, they have been purchased on the open market. The decision of whether to re-commence purchasing shares from NEES will take into account NEES' need for common equity, general market conditions, and the relationship between the purchase price and the book value per share. NEES common shares purchased on the open market are priced for each participant's account at the average purchase price of all shares purchased. The price of any NEES common shares purchased from NEES will be based upon the average of the high and low prices of NEES common shares on the New York Stock Exchange - Composite Transactions as reported in the Wall Street Journal for the five consecutive trading days ending with the Investment Date (as defined in the Plan). Item 6. Exhibits and Financial Statements H-1 Proposed Form of Notice SIGNATURE Pursuant to the requirements of the Public Utility Holding Company Act of 1935, the undersigned Company has duly caused this Post-Effective Amendment No. 1 to be signed on its behalf, as indicated, by the undersigned officer thereunto duly authorized. NEW ENGLAND ELECTRIC SYSTEM s/Michael E. Jesanis Michael E. Jesanis Treasurer Date: October 12, 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 - ----------- ----------- ---- H-1 Proposed Form of Notice Filed herewith EX-99 3 Exhibit H-1 Proposed Form of Notice ----------------------- NOTICE OF PROPOSED EXTENSION OF AUTHORIZATION TO ISSUE ADDITIONAL COMMON SHARES PURSUANT TO INCENTIVE THRIFT PLAN II New England Electric System (NEES or the Company), 25 Research Drive, Westborough, Massachusetts 01582, a registered holding company, has filed Post-Effective Amendment No. 1 to its Application/Declaration with this Commission pursuant to Sections 6 and 7 of the Public Utility Holding Company Act of 1935 and Rule 50(a)(5) thereunder. By orders dated August 30, 1984 (HCAR No. 23404), January 10, 1986 (HCAR No. 23987), November 22, 1988 (HCAR No. 24753) and August 7, 1990 (HCAR No. 25128) (File No. 70-7753) the Commission permitted to become effective an Application/ Declaration, as amended, under which New England Electric System (NEES or the Company) proposed to issue and sell from time to time through December 31, 1994, an aggregate of up to 1,395,902 shares of its authorized by unissued common shares, $1 par value, pursuant to the New England Electric System Companies Incentive Thrift Plan II (the Plan), formerly referred to as the New England Electric System Companies Tax Deferred Savings Plan. The Plan is sponsored by certain NEES subsidiaries (the Employer). Through September 30, 1994, NEES issued 473,086 shares pursuant to the Plan leaving a balance of 922,816 authorized but unissued shares. The Company now proposes to further extend the period for issuing common shares under the Plan to December 31, 1997. The proceeds from the sale of any common shares will be added to the general funds of the Company and be used for any or all of the following purposes: (i) investment in the Company's subsidiaries, through loans or advances to such subsidiaries, purchases of additional shares of their capital stocks, or capital contributions, (ii) payment of indebtedness of the Company, or (iii) general purposes of the Company. The proposal and any amendments thereto are available for public inspection through the Commission's Office of Public Reference. Interested persons wishing to comment or request a hearing should submit their views in writing by to the Secretary, Securities and Exchange Commission, Washington D.C. 20549, and serve a copy on the applicant at the address specified above. Proof of service (by affidavit or, in the case of an attorney at law by certificate) should be filed with the request. Any request for a hearing shall identify specifically the issues of fact or law that are disputed. A person who so requests will be notified of any hearing, if ordered, and will receive a copy of any notice or order issued in this matter. After said date, the proposal, as filed or as it may be amended, may be authorized. For the Commission, by the Office of Public Utility Regulation, pursuant to delegated authority. -----END PRIVACY-ENHANCED MESSAGE-----