-----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, WedFhcjh+zGb1Ys4qzHb5+h2RkzTtlOiHLTUucolf1ZSKP0qNUfB053hV/oNt8KX qWpeQLQxTKPt47lhAVwbKA== 0000071297-95-000088.txt : 19951229 0000071297-95-000088.hdr.sgml : 19951229 ACCESSION NUMBER: 0000071297-95-000088 CONFORMED SUBMISSION TYPE: U-1/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19951228 SROS: BSE SROS: NYSE 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: U-1/A SEC ACT: 1935 Act SEC FILE NUMBER: 070-08675 FILM NUMBER: 95605328 BUSINESS ADDRESS: STREET 1: 25 RESEARCH DR CITY: WESTBOROUGH STATE: MA ZIP: 01581 BUSINESS PHONE: 5083669011 U-1/A 1 File No. 70-8675 SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 AMENDMENT NO. 3 TO FORM U-1 APPLICATION/DECLARATION UNDER THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 NEW ENGLAND ELECTRIC SYSTEM NEW ENGLAND POWER COMPANY MASSACHUSETTS ELECTRIC COMPANY 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, Massachusetts 01582 Westborough, Massachusetts 01582 (Names and addresses of agents for service) Form U-1 Application/Declaration under the Public Utility Holding Company Act of the 1935, File No. 70-8675 amended by Amendment No. 1 dated November 9, 1995, and Amendment No. 2 dated December 26, 1995, is hereby further amended by this Amendment No. 3. By supplying the following exhibit under Item 6. Exhibits and Financial Statements (a) Exhibits F-1 Opinion of Counsel SIGNATURE --------- Pursuant to the requirements of the Public Utility Holding Company Act of 1935, the undersigned companies have duly caused this Amendment No. 3 to Form U-1 Application/Declaration (Commission's File No. 70-8675) to be signed on their behalf by the undersigned officers thereunto duly authorized. NEW ENGLAND ELECTRIC SYSTEM s/Frederic E. Greenman By:___________________________ Frederic E. Greenman Sr. Vice President MASSACHUSETTS ELECTRIC COMPANY s/Howard W. McDowell By:___________________________ Howard W. McDowell Assistant Treasurer NEW ENGLAND POWER COMPANY s/John G. Cochrane By: _________________________ John G. Cochrane Assistant Treasurer Date: December 28, 1995 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 - ----------- ----------- ---- F-1 Opinion of Counsel Filed herewith EX-5 3 EXHIBIT F-1 EXHIBIT F-1 25 Research Drive, Westborough, Massachusetts 01582 =================================================== December 28, 1995 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Re: Commission File No. 70-8675 Dear Ladies and Gentlemen: I am of counsel to New England Electric System (the Company), New England Power Company (NEP), and Massachusetts Electric Company (MEC) (collectively, the Applicants), with respect to certain transactions in connection with the Company's proposed acquisition of Nantucket Electric Company (NEC). I am furnishing this opinion to you in connection with the joint application/declaration (the Application) on Form U-1, as amended, of the Applicants. Terms not otherwise defined herein have the meanings attributed to them in the Application. As more fully set forth in the Application, the Company proposes to acquire NEC for the Company's common shares based on a purchase price of $125 per share or $3.5 million plus an interest rate equivalent to the amount from March 22, 1995 to the closing. To facilitate this transaction, the Company proposes to form NEWCO, a wholly-owned subsidiary of the Company, to merge with and into NEC, with the surviving corporation (Surviving Corporation) having all the rights, interests, and obligations of NEC. To accomplish this transaction the Company would have to issue not in excess of 160,000 of its common shares. The Surviving Corporation proposes to finance certain Cable Facilities through the issuance of tax-exempt debt and equity funds. The Surviving Corporation would issue to the Massachusetts Industrial Finance Agency (MIFA) up to $28 million of New Bonds. The issuance of these New Bonds should meet the requirements of Rule 52 since the Massachusetts Department of Public Utilities (MDPU) has specifically approved their issuance and sale by Order dated October 10, 1995. MEC has agreed to enter into a Credit and Operating Support Agreement with Surviving Corporation and to provide guarantees of indebtedness to MIFA. The MDPU has also specifically approved these commitments by MEC. Securities and Exchange Commission Page Two December 28, 1995 The Surviving Corporation also seeks short-term borrowing authority of $5,000,000 through October 31, 1997 and authority to borrow and lend money in the Company's Money Pool (approved by the Commission in its File No. 70-7765). Finally, NEP proposes to acquire certain generation assets of Surviving Corporation as set forth in the Application. I am a member of the bar of the Commonwealth of Massachusetts. Based upon the foregoing, it is my opinion that, if the proposed transactions for which approval has been requested are consummated in accordance with the Application, and subject to appropriate action by your Commission under the Act: (a) All state laws applicable to the proposed transactions will have been complied with; (b) Each of the Applicants is validly organized and duly existing; The common shares issued by the Company will be validly issued, fully paid and nonassessable, and the holders thereof will be entitled to the rights and privileges appertaining thereto set forth in the Company's Declaration of Trust defining such rights and privileges; Surviving Corporation will be validly organized and duly existing and the New Bonds should be valid and binding obligations of Surviving Corporation; Notes representing borrowings under the money pool when duly executed and delivered and when the consideration thereof has been received will be valid and binding obligations of Surviving Corporation; NEC's existing indebtedness assumed by Surviving Corporation will be valid and binding obligations of Surviving Corporation; and MEC's guarantees will be valid and binding obligations of MEC; (c) The Company will legally acquire NEC; Each of the companies participating in the money pool will legally acquire the appropriate interest in any borrowings by the Surviving Corporation under the pool; Securities and Exchange Commission Page Three December 28, 1995 NEP will legally acquire the generation assets as described; (d) Consummation of the proposed transactions will not violate the rights of the holders of any securities issued by the Applicants or any associate company thereof. I hereby consent to the use of this opinion as part of the filing of the Application in connection with the proposed transactions. Very truly yours, s/Robert King Wulff Robert King Wulff Corporation Counsel -----END PRIVACY-ENHANCED MESSAGE-----