-----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, R0dy4NMpd87/ntHIK1JcnDX8IDbpPLh8xXoYxdDZf4mSN1HFf1KD1MHEijnQOX5k gXbQtGPTXsIFk1pvuMIH2A== 0000071297-94-000044.txt : 19941013 0000071297-94-000044.hdr.sgml : 19941013 ACCESSION NUMBER: 0000071297-94-000044 CONFORMED SUBMISSION TYPE: U-1/A PUBLIC DOCUMENT COUNT: 4 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: U-1/A SEC ACT: 1935 Act SEC FILE NUMBER: 070-08453 FILM NUMBER: 94552431 BUSINESS ADDRESS: STREET 1: 25 RESEARCH DR CITY: WESTBOROUGH STATE: MA ZIP: 01581 BUSINESS PHONE: 5083669011 U-1/A 1 File No. 70-8453 SECURITIES AND EXCHANGE COMMISSION 450 Fifth Street, N.W. Washington, DC 20549 Amendment No. 1 To FORM U-1 APPLICATION/DECLARATION UNDER THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 NEW ENGLAND ELECTRIC SYSTEM 25 Research Drive Westborough, Massachusetts 01582 (Name of Company filing this statement and address of Principal Executive Office) NEW ENGLAND ELECTRIC SYSTEM (Name of top registered holding company parent of applicant) Michael E. Jesanis Robert King Wulff Treasurer Corporation Counsel 25 Research Drive 25 Research Drive Westborough, MA 01582 Westborough, MA 01582 (Names and address of agents for service) Form U-1 Application/Declaration under the Public Utility Holding Company Act of 1935, File No. 70-8453, is hereby amended as follows: 1. The fourth paragraph of Item 1 is amended to read as follows: NEES currently does not expect to incur short-term borrowings during the applicable period. Nevertheless, NEES believes the requested $100 million short-term borrowing authority is necessary in order for it to act quickly in response to an emergency affecting it, or one or more of its subsidiaries. For example, if NEES subsidiaries were restricted from paying quarterly dividends, then NEES would need to borrow to pay its common dividend. A short-term debt authority of $100 million would allow NEES to continue its current dividend level for two quarters absent cash dividends from its subsidiaries. This should give the subsidiaries adequate time to resolve the dividend payment restriction. Further, given the current uncertainty in the electric utility industry, there is always the possibility that a subsidiary of NEES would be unable to access capital markets. If any subsidiary of NEES was denied access to the capital markets, their only emergency source of cash is NEES. NEES access to $100 million of short-term funds would give the subsidiaries time to satisfactorily function while the emergency situation is resolved. 2. Item 6 is amended by supplying Exhibit F, Legal Opinion, filed herewith. 3. Item 6 is amended by adding under Financial Statements a pro forma to the capital structure of NEES. 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, as indicated, by the undersigned officer thereunto duly authorized. NEW ENGLAND ELECTRIC SYSTEM s/Michael E. Jesanis By: _____________________________ 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 Description Page - ------- ----------- ---- Pro Forma to the Capital Structure Filed herewith of NEES F Opinion of Counsel Filed herewith EX-99 3 NEW ENGLAND ELECTRIC SYSTEM (Parent Company Only) Capital Structure Proformed to Include $100 Million of Short-Term Debt At March 31, 1994 (Unaudited) (In Thousands) Common share equity: Common shares, par value $1 per share: Authorized - 150,000,000 shares Outstanding - 64,969,652 shares $ 64,970 Paid-in capital 736,567 Retained earnings (including $564,119,000 of undistributed subsidiary earnings) 760,965 ---------- Total common share equity 1,562,502 ---------- Short-term debt 100,000 EX-5 4 EXHIBIT F Exhibit F 25 Research Drive, Westborough, Massachusetts 01582 =================================================== October 11, 1994 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Re: File No. 70-8453 Dear Commissioners: New England Electric System (NEES) has filed an Application/Declaration on Form U-1 on August 12, 1994, relating to short-term borrowings by NEES from banks in amounts not to exceed a maximum aggregate amount of $100,000,000 outstanding at any one time. It is my opinion that NEES is a voluntary association duly created in The Commonwealth of Massachusetts under an Agreement and Declaration of Trust dated as of January 2, 1926, as amended; that the Trustee of NEES, The First National Bank of Boston, has power with the consent or at the direction of the NEES Board of Directors, to borrow money, and to issue bonds or other securities or obligations therefor; and that the Board of Directors of NEES has authorized borrowing to a maximum of $60,000,000. I have been advised that NEES will not exceed that limitation unless and until the Board of Directors so authorizes. No vote of the shareholders of NEES is required, nor is the approval of any state or Federal commission necessary to permit NEES to make such borrowings other than the Securities and Exchange Commission. Based upon the foregoing and subject to necessary action by the Board of Directors of NEES as well as appropriate action by the Commission under the Public Utility Holding Company Act of 1935, it is may opinion that, in the event the proposed transactions are carried out in accordance with the statement on Form U-1 as it is now being amended: (a) All state laws applicable to the proposed transactions will have been complied with; (b) NEES is validly organized and duly existing, and the notes representing the borrowings, when duly executed and delivered and when the consideration therefore has been received, will be valid and binding obligations of NEES in accordance with their terms, subject to laws of general application affecting the rights and remedies of creditors; and (c) The consummation of the proposed transactions will not violate the legal rights of the holders of any securities issued by NEES or any associate company thereof. I hereby consent to the use of this opinion in connection with the statement on Form U-1, as amended, filed with the Securities and Exchange Commission with reference to said transactions. Very truly yours, s/Robert King Wulff Robert King Wulff Corporation Counsel -----END PRIVACY-ENHANCED MESSAGE-----