-----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, P2MCS9KKXMVQ1h/5bWjrjMBOgX6TVyj+XEC5yGAeJYyvPB8pPggS/dMCaUDGcaWF gi5WrrMcBSuvWj6Uhhx3GA== 0000071297-98-000051.txt : 19980901 0000071297-98-000051.hdr.sgml : 19980901 ACCESSION NUMBER: 0000071297-98-000051 CONFORMED SUBMISSION TYPE: U-1/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19980831 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: 070-09347 FILM NUMBER: 98701868 BUSINESS ADDRESS: STREET 1: 25 RESEARCH DR CITY: WESTBOROUGH STATE: MA ZIP: 01582 BUSINESS PHONE: 5083669011 MAIL ADDRESS: STREET 1: 25 RESEARCH DR CITY: WESTBOROUGH STATE: MA ZIP: 01582 U-1/A 1 File No. 70-9347 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 NEW ENGLAND POWER COMPANY AND NEW ENGLAND ELECTRIC SYSTEM 25 Research Drive Westborough, Massachusetts 01582 (Names of companies filing this statement and address of principal executive office) NEW ENGLAND ELECTRIC SYSTEM (Name of top registered holding company parent of applicant) John G. Cochrane 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 1935, File No. 70-9347, is hereby amended by supplying the following exhibit: F Opinion of Counsel SIGNATURE --------- Pursuant to the requirements of the Public Utility Holding Company Act of 1935, each undersigned company has duly caused this statement to be signed on its behalf by the undersigned officers thereunto duly authorized by each such company. NEW ENGLAND ELECTRIC SYSTEM NEW ENGLAND POWER COMPANY s/John G. Cochrane ____________________________ John G. Cochrane Treasurer Date: August 31, 1998 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 Index ------------- Exhibit Description Page - ------- ----------- ---- F Opinion of Counsel Filed herewith EX-5 3 EXHIBIT F 25 RESEARCH DRIVE, WESTBOROUGH, MASSACHUSETTS 01581 =================================================== August 31, 1998 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, DC 20549 Re: New England Power Company and New England Electric System File No. 70-9347 Dear Commissioners: New England Power Company (NEP) and New England Electric System (NEES) filed an Application/Declaration on Form U-1 on August 21, 1998, relating to a proposed buyback of up to five million shares of NEP common stock from NEES at the then book value. It is my opinion that NEP is a duly organized corporation under the laws of The Commonwealth of Massachusetts; that NEP has the corporate authority and has been duly authorized by its board of directors to repurchase from time to time not exceeding five million shares of its common stock at the then book value from NEES; 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, State Street Bank and Trust Company, has power, with the consent and the direction of the NEES Board of Directors, to sell securities NEES holds; and that the Board of Directors of NEES has authorized the proposed purchase of up to five million common shares of NEP from NEP at the then book value. No vote of the shareholders of NEP or NEES is required, nor is the approval of any state or Federal commission necessary to permit NEP or NEES to complete the proposed NEP share buyback, other than your Commission under the Public Utility Holding Company Act of 1935. Based upon the foregoing and subject to necessary action by the Commission under the Public Utility Holding Company Act of 1935, it is my opinion that, in the event the proposed transactions are carried out in accordance with the statement on Form U-1, as amended: (a) All state laws applicable to the proposed transactions will have been complied with; (b) NEP is validly organized and duly existing; (c) NEP will legally acquire its own common shares from NEES when the stock certificates are duly delivered to NEP and when the consideration therefor has been received by NEES; and (d) The consummation of the proposed transactions will not violate the legal rights of the holders of any securities issued by NEES or NEP 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-----