-----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, CvLsZkJzlIruOfR7dpX2a/Ds5JPbf1BAGgnyqW+MA1JTjcGFfDtjdu10vfpXkfV6 ZKpIgaguMSyRQ8s0yyRNCg== 0000071297-97-000040.txt : 19970530 0000071297-97-000040.hdr.sgml : 19970530 ACCESSION NUMBER: 0000071297-97-000040 CONFORMED SUBMISSION TYPE: POS AMC PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19970529 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: POS AMC SEC ACT: 1935 Act SEC FILE NUMBER: 070-08783 FILM NUMBER: 97615768 BUSINESS ADDRESS: STREET 1: 25 RESEARCH DR CITY: WESTBOROUGH STATE: MA ZIP: 01581 BUSINESS PHONE: 5083669011 POS AMC 1 File No. 70-8783 SECURITIES AND EXCHANGE COMMISSION 450 Fifth Street, N. W. Washington, DC 20549 POST-EFFECTIVE AMENDMENT NO. 2 TO FORM U-1 APPLICATION/DECLARATION UNDER THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 NEW ENGLAND ELECTRIC SYSTEM and NEW ENGLAND ELECTRIC RESOURCES, INC. (Name of companies 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 of the participating companies herein) 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 6 (a) is hereby amended by supplying the following Exhibit attached hereto: Exhibit F-2 Opinion of Counsel SIGNATURE Pursuant to the requirements of the Public Utility Holding Company Act of 1935, the undersigned companies have duly caused this Post-Effective Amendment No. 2 to Form U-1 Application/Declaration (Commission's File No. 70-8783) to be signed on their behalf, as indicated, by the undersigned officers thereunto duly authorized by such companies. NEW ENGLAND ELECTRIC SYSTEM s/Michael E. Jesanis By Michael E. Jesanis Treasurer NEW ENGLAND ELECTRIC RESOURCES, INC. s/John G. Cochrane By John G. Cochrane Treasurer Date: May 29, 1997 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 therefore. EX-99 2 EXHIBIT INDEX ------------- Exhibit Description Page - ------- ----------- ---- F-2 Opinion of Counsel Filed herewith EX-5 3 EXHIBIT F-2 Exhibit F-2 25 Research Drive, Westborough, Massachusetts 01582 =================================================== May 29, 1997 Securities and Exchange Commission 450 Fifth Street, N. W. Washington, DC 20549 RE: File No. 70-8783 Dear Commissioners: New England Electric System (NEES) and New England Electric Resources, Inc. (NEERI) filed a Statement on Form U-1 with your Commission dated January 25, 1996, an Amendment No. 1 thereto dated January 29, 1996, an Amendment No. 2 thereto dated February 27, 1996, and a Post-Effective Amendment No. 1 thereto dated April 8, 1997 (the Statement) requesting authorization for NEES and NEERI to, among other things, acquire interests in, finance the acquisition, and hold the securities, of one or more Exempt Wholesale Generators (EWGs), as defined in the Public Utility Holding Company Act of 1935 (the Act), and/or Foreign Utility Companies (FUCOs), as defined in the Act, either directly, or indirectly through new subsidiary companies organized to engage, directly or indirectly, and exclusively, in the business of owning and holding the interests and securities of one or more EWGs and/or FUCOs, and in project development activities relating to the acquisition of such interests and securities and the underlying electrical generation, transmission and distribution projects (Project Parents). The Statement also requests authorization for NEES to finance, from time to time through December 31, 1998, the activities of NEERI and Project Parents for the transactions outlined in the Statement. It is my opinion that NEES, 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, and NEERI, a Massachusetts corporation, have all approvals necessary for the transactions contemplated in the Statement. No approval of any state or federal commission is necessary to take these actions other than the Securities and Exchange Commission. Based upon the foregoing and subject to appropriate action by the Securities and Exchange Commission under the Act, it is my opinion that, in the event the proposed transactions are consummated in accordance with the Statement: (a) All state laws applicable to the proposed transactions will have been complied with; (b) NEERI, NEES, and the Project Parents will be validly organized and duly existing; (c) When issued and sold as described in the Statement, any securities, in the case of stock, of Project Parents issued and sold in accordance with the Commission's authorization of the transactions contemplated by the Statement, will be validly issued, fully paid, and non-assessable, and the holders thereof will be entitled to the rights and privileges appertaining thereto set forth in the corporate documents defining such rights and privileges; (d) When acquired as described in the Statement, NEERI and/or NEES, as the case may be, will legally acquire any securities issued and sold by Project Parents in accordance with the Commission's authorization of the transactions contemplated by the Statement and NEES, NEERI and/or Project Parents will legally acquire any securities issued and sold by EWGs or FUCOs in accordance with the Commission's authorization of the transactions contemplated by the Statement; (e) When issued as described in the Statement, any debt securities issued by Project Parents to non-affiliates, and any NEES and/or NEERI guarantee in respect thereof entered into in accordance with the Commission's authorization of the transactions contemplated by the Statement will be valid and binding obligations of the Project Parent, NEES, and NEERI, respectively, in accordance with their terms, subject to laws of general application with respect to rights and remedies of creditors and subject to equitable principles; and (f) The consummation of the proposed transactions as described in the Statement will not violate the legal rights of any holder of securities issued by NEES, NEERI, 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 the proposed transactions. Very truly yours, s/Kirk L. Ramsauer Kirk L. Ramsauer Associate General Counsel -----END PRIVACY-ENHANCED MESSAGE-----