-----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, UZV4KbWuhP/94j+FvZ7yDCrmCYZhkQWIlZiSYpB9yZDzUpHfjZtyxo6ZF4Rcr1/n kabAwMh0MOXIJVIg6UznTw== 0000071297-97-000062.txt : 19971008 0000071297-97-000062.hdr.sgml : 19971008 ACCESSION NUMBER: 0000071297-97-000062 CONFORMED SUBMISSION TYPE: U-1/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19971007 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: SEC FILE NUMBER: 070-09089 FILM NUMBER: 97691843 BUSINESS ADDRESS: STREET 1: 25 RESEARCH DR CITY: WESTBOROUGH STATE: MA ZIP: 01581 BUSINESS PHONE: 5083669011 U-1/A 1 File No. 70-9089 SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 AMENDMENT NO. 1 TO FORM U-1 APPLICATION/DECLARATION UNDER THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 (the Act) GRANITE STATE ELECTRIC COMPANY (Granite) MASSACHUSETTS ELECTRIC COMPANY (Mass. Electric) NANTUCKET ELECTRIC COMPANY (Nantucket) THE NARRAGANSETT ELECTRIC COMPANY (Narragansett) NARRAGANSETT ENERGY RESOURCES COMPANY (NERC) NEW ENGLAND ELECTRIC TRANSMISSION CORPORATION (NEET) NEW ENGLAND ENERGY INCORPORATED (NEEI) NEW ENGLAND HYDRO-TRANSMISSION ELECTRIC COMPANY, INC. (Mass. Hydro) NEW ENGLAND HYDRO-TRANSMISSION CORPORATION (NH Hydro) NEW ENGLAND POWER COMPANY (NEP) NEW ENGLAND POWER SERVICE COMPANY (NEPSCO) and NEW ENGLAND ELECTRIC SYSTEM (NEES) (Names of companies filing this statement) 25 Research Drive, Westborough, Massachusetts 01582 407 Miracle Mile, Suite 1, Lebanon, NH 03766 (Granite) 25 Fairgrounds Road, Nantucket, MA 02554 (Nantucket) 280 Melrose Street, Providence, RI 02901 (Narragansett) (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) Form U-1 Application/Declaration under the Public Utility Holding Company Act of 1935, File No. 70-9089, is hereby amended as follows: Item 6(a) is hereby amended by supply Exhibit F, Legal Opinion, filed herewith. SIGNATURES Pursuant to the requirements of the Public Utility Holding Company Act of 1935, each undersigned company has duly caused this Amendment No. 1 to be signed on its behalf, as indicated, by the undersigned officers thereunto duly authorized by each such company. NEW ENGLAND ELECTRIC SYSTEM MASSACHUSETTS ELECTRIC COMPANY NEW ENGLAND POWER COMPANY NEW ENGLAND POWER SERVICE COMPANY s/Michael E. Jesanis By Michael E. Jesanis, Treasurer NARRAGANSETT ENERGY RESOURCES COMPANY NEW ENGLAND ELECTRIC TRANSMISSION CORPORATION NEW ENGLAND HYDRO-TRANSMISSION ELECTRIC COMPANY, INC. NEW ENGLAND HYDRO-TRANSMISSION CORPORATION s/Howard W. McDowell By Howard W. McDowell, Controller NANTUCKET ELECTRIC COMPANY GRANITE STATE ELECTRIC COMPANY THE NARRAGANSETT ELECTRIC COMPANY s/Lawrence J. Reilly By Lawrence J. Reilly, President NEW ENGLAND ENERGY INCORPORATED s/Kirk L. Ramsauer By____________________________________ Kirk L. Ramsauer, Clerk DATE: October 7, 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 therefor. EX-99 2 EXHIBIT INDEX Exhibit No. Description Page - ----------- --------------------------- -------------- F Opinion of Counsel Filed herewith EX-5 3 Exhibit F --------- 25 Research Drive, Westborough, Massachusetts 01582 --------------------------------------------------- October 7, 1997 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, DC 20549 Re: New England Electric System, et al. File No. 70-9089 Dear Commissioner: New England Electric System (NEES)and eleven of its subsidiaries, Granite State Electric Company (Granite), Massachusetts Electric Company (Mass. Electric), Nantucket Electric Company (Nantucket), The Narragansett Electric Company (Narragansett), Narragansett Energy Resources Company (NERC), New England Electric Transmission Corporation (NEET), New England Energy Incorporated (NEEI), New England Hydro-Transmission Electric Company, Inc. (Mass. Hydro), New England Hydro-Transmission Corporation (NH Hydro), New England Power Company (NEP), and New England Power Service Company (NEPSCO) (collectively, the Participating Companies), filed an Application/Declaration, dated August 18, 1997, on Form U-1 with your Commission, regarding their participation in the NEES Money Pool (the Pool) and short-term borrowings by certain of the Participating Companies from November 1, 1997, to October 31, 2001. Mass. Electric, Nantucket, Narragansett, Mass. Hydro, NEP, and NEPSCO (the Borrowing Companies) have requested authority to borrow from banks and/or from the Pool and/or, in the cases of Mass. Electric, Narragansett, and NEP, through dealers in commercial paper from time to time not to exceed the amounts listed below: Mass. Electric $150,000,000.00 Nantucket $ 5,000,000.00 Narragansett $100,000,000.00 Mass. Hydro $ 25,000,000.00 NEP $375,000,000.00 NEPSCO $ 12,000,000.00 Borrowings from banks will be evidenced by notes maturing in less than one year from the date of issue. Borrowings from the Pool will be payable on demand, and may, but need not be, evidenced by notes. In the cases of Mass. Electric, Narragansett, and NEP, borrowings through commercial paper dealers will be evidenced by unsecured promissory notes with maturities not exceeding 270 days. Granite, NEET, and NH Hydro (the NH Companies) may also borrow from the Money Pool; however, those companies have received express authorization for such borrowings from the Public Utilities Commission of New Hampshire, the state in which such utility companies are organized and doing business. Participating Companies other then the Borrowing Companies (and the NH Companies) are participants in the Pool; however, their participation is limited exclusively to that of a lender of funds. Corporate Authority - ------------------- The Participating Companies are duly organized in the states and engaging in the types of business as described below:
Name of State of Company Organization Type of Business - ------- ------------ ---------------- NEES Massachusetts Registered Holding Company Granite New Hampshire Retail Electric Company Mass. Electric Massachusetts Retail Electric Company Nantucket Massachusetts Retail Electric Company Narragansett Rhode Island Retail Electric Company NEET New Hampshire Electric Transmission Company NERC Rhode Island Wholesale Electric Generating Company NEEI Massachusetts Oil and Gas Exploration Company Mass. Hydro Massachusetts Electric Transmission Company NH Hydro New Hampshire Electric Transmission Company NEP Massachusetts Wholesale Electric Generation and Transmission Company NEPSCO Massachusetts Service Company
It is our opinion that (1) the Participating Companies have corporate authority and have been duly authorized by their respective boards of directors to participate in the Pool; (2) the Borrowing Companies have corporate authority to make the proposed borrowings, and in the cases of Mass. Electric, Narragansett, and NEP, to issue commercial paper, to the maximum amounts as authorized by their respective board of directors; and (3) no action by the stockholders of the Participating Companies is necessary for the proposed transactions. State Regulatory Approval - ------------------------- (1) New Hampshire The New Hampshire Public Utilities Commission (NHPUC) has jurisdiction over the proposed issuance of short-term promissory notes by Granite, NEET, NEP, and NH Hydro. The NHPUC has authorized Granite, NEET, NEP, and NH Hydro to incur short-term indebtedness in amounts outstanding at any one time not to exceed $10 million for Granite, $10 million for NEET, $375 million for NEP, and $25 million for NH Hydro (Order No. 20,369, dated January 14, 1992; Order No. 18,308 dated June 23, 1986, DF 86-149; Order No. 20,952 dated September 8, 1993. DF 93-152; Order No. 20,073 dated March 6, 1991, DF 91-008, respectively). (2) Massachusetts The Massachusetts Department of Public Utilities (MDPU) has jurisdiction over the participation in the Pool as lenders by Mass. Electric, Mass. Hydro, Nantucket, and NEP. The MDPU issued (i) an order, dated January 18, 1989 (DPU 88-166), as supplemented by an order dated February 27, 1992 (DPU 91-133), authorizing Mass. Electric, Mass. Hydro, and NEP and (ii) an order dated October 10, 1995 (DPU 95-67) authorizing Nantucket to participate in the Pool under the current terms. Other than the regulatory approvals described above, no other regulatory approval from any state agency is necessary. Other Limitations - ----------------- The respective board of directors of each Participating Company has authorized the participation in the Pool and, in the cases of the Borrowing Companies (excluding the NH Companies), the proposed borrowings to maximum amounts of: $150 million for Mass. Electric; $5 million for Nantucket; $100 million for Narragansett; $25 million for Mass. Hydro; $375 million for NEP; and $20 million for NEPSCO. The holders of the Cumulative Preferred Stock of Mass. Electric, Narragansett, and NEP have each authorized unsecured indebtedness not in excess of 20% of capitalization through September 30, 1998 for Mass. Electric, September 30, 1998 for Narragansett, and November 1, 1998 for NEP. We are advised that each of the above companies will be within their respective limitations unless and until so authorized by their respective boards of directors and, in the cases of Mass. Electric, Narragansett, and NEP, by the holders of their respective Cumulative Preferred Stock. Based upon and subject to the foregoing and appropriate action by the Securities and Exchange Commission under the Public Utility Holding Company Act of 1935, it is our opinion that, in the event the proposed transactions are consummated in accordance with the Statement on Form U-1, as amended: (a) All state laws applicable to the proposed transactions will be complied with; (b) The Borrowing Companies are validly organized and duly existing; and any notes representing the borrowings, when duly executed and delivered and when the consideration therefor has been received, will be valid and binding obligations of the respective company in accordance with the terms of the notes, subject to laws of general application affecting the rights and remedies of creditors; (c) Each of the Participating Companies will legally acquire the appropriate interest in any borrowing by other members of the Pool; and (d) The consummation of the proposed transactions will not violate the legal rights of the holders of any securities issued by the Participating Company concerned, or any associate company thereof. We hereby consent to the use of this opinion in connection with the Statement on Form U-1, as amended, filed with your Commission with reference to the proposed transactions. Very truly yours, s/Robert King Wulff Robert King Wulff Corporation Counsel s/Kirk L. Ramsauer Kirk L. Ramsauer Associate General Counsel -----END PRIVACY-ENHANCED MESSAGE-----