-----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, KC1cPBzT3SMbodN4Y89xi8gr/j+dK92+5n0q2Hzg9BlnqDScUCYKMqRqxJ+cwuX9 C6rxKlwnSzzxUD5QAXzXFA== 0000071297-99-000009.txt : 19990215 0000071297-99-000009.hdr.sgml : 19990215 ACCESSION NUMBER: 0000071297-99-000009 CONFORMED SUBMISSION TYPE: U-1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990212 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: 070-09441 FILM NUMBER: 99537026 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. 70-9441 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM U-1 APPLICATION/DECLARATION UNDER THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 NEW ENGLAND ELECTRIC SYSTEM (Name of company 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 applicant) John G. Cochrane Kirk L. Ramsauer Treasurer Deputy General 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. 70-9441, is hereby amended by (i) adding the following to the end of Item 1: On February 1, 1999, NEES announced that it had entered into an agreement to merge with Eastern Utility Associates (EUA), under which NEES will acquire all outstanding shares of EUA for $31 per share subject to an upward adjustment. The merger between NEES and EUA is not conditioned on the closing of the merger between NEES and National Grid. NEES shareholders are not being asked to vote on the NEES/EUA merger because no NEES shares are being offered in connection with the merger, and because the NEES Trust Agreement does not require that NEES shareholders approve such a merger. However, the proxy statement for the approval of the NEES/National Grid merger needs to include a description of the NEES/EUA proposed merger. Contemporaneously herewith NEES is filing under a request for confidential treatment an updated, revised preliminary proxy statement (one marked to show changes from the January 27, 1999 filing and one unmarked copy) including the NEES/EUA information. The proposed NEES/EUA merger will require Commission approval under the Act; a separate NEES/EUA joint filing for such approval will be made at a later date. and (ii) by filing the following revised exhibit: B-1 Preliminary Proxy Statement Draft. SIGNATURE --------- Pursuant to the requirements of the Public Utility Holding Company Act of 1935, the undersigned company has duly caused this amendment to the Application/ Declaration on Form U-1 (Commission's File No. 70-9441) to be signed on its behalf, as indicated by the undersigned officer thereunto duly authorized. NEW ENGLAND ELECTRIC SYSTEM s/John G. Cochrane By John G. Cochrane, Treasurer Date: February 12, 1999 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 No. Description Page - ----------- ------------ ------ A-1 NEES Agreement and Declaration of Previously filed Trust A-2 Proposed Amendment to Agreement and Previously filed Declaration of Trust B-1 Preliminary Proxy Statement/Draft Confidential treatment requested B-2 Press Release Previously filed B-3 Agreement and Plan of Merger Previously filed F Opinion of Counsel To be filed by Amendment H Proposed Notice Previously filed -----END PRIVACY-ENHANCED MESSAGE-----