-----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, N+4WdRPFVKZCDTaipP5G4/fpzfRmvW4XdJS1twFHM8ZihFTIA3YCUGqoR/V5SbHZ CkF9/B2I2f8/OZuuAN/cRQ== 0000071297-99-000028.txt : 19990426 0000071297-99-000028.hdr.sgml : 19990426 ACCESSION NUMBER: 0000071297-99-000028 CONFORMED SUBMISSION TYPE: U-1/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19990423 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: 99599546 BUSINESS ADDRESS: STREET 1: 25 RESEARCH DR CITY: WESTBOROUGH STATE: MA ZIP: 01582 BUSINESS PHONE: 5083892000 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 450 Fifth Street, N.W. Washington, DC 20549 Amendment No. 2 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 Vice President and Treasurer Deputy General 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. 70-9441, is hereby further amended as follows: 1. Replacing the first paragraph of Item 1 with the following: "NEES has entered into an Agreement and Plan of Merger, dated as of December 11, 1998 (the Merger Agreement) with The National Grid Group plc, a public limited company incorporated under the laws of England and Wales (National Grid) and Iosta LLC, a Massachusetts limited liability company which is directly and indirectly wholly owned by National Grid (Iosta). Iosta changed its name to NGG Holdings LLC (NGG Holdings) subsequent to the execution of the Merger Agreement. On the closing date, NGG Holdings would merge with and into NEES (the Merger). National Grid has informed NEES that as soon as possible following the merger closing, National Grid intends to amend the Trust Agreement to permit a merger of NEES into a Massachusetts business corporation. As soon as possible following such amendment, National Grid intends to merge NEES with and into a newly-formed, wholly-owned subsidiary of National Grid, which will be a Massachusetts business corporation. At that time, the separate existence of NEES will cease. On December 14, 1998, NEES and National Grid jointly issued a press release announcing the proposed merger and related information, a copy of which is attached as Exhibit B-2. This proposed merger will require Commission approval under the Act; a separate filing for such approval was filed on March 26, 1999." 2. By replacing the penultimate paragraph in Item 1 (concerning the annual meeting date) to read: "NEES proposes to hold its annual meeting on May 3, 1999." 3. By adding the following paragraph to the end of Item 1: "NEES does not currently have an ownership interest in an exempt wholesale generator (EWG) as defined in Section 32 of the Act or a foreign utility company (FUCO) as defined in Section 33 of the Act. Additionally, NEES is not a party to, nor does it have any rights under, a service, sales, or construction agreement with an EWG or FUCO. NEES shall comply with the requirements of Rules 53 and 54 of the Act in connection with EWG and FUCO acquisitions and financings." 4. By supplying the following exhibit: F Opinion of Counsel SIGNATURE --------- Pursuant to the requirements of the Public Utility Holding Company Act of 1935, the undersigned company has duly caused this amendment to its Application/Declaration on Form U-1 to be signed on its behalf, as indicated, by the undersigned officer thereunto duly authorized. NEW ENGLAND ELECTRIC SYSTEM s/Michael E. Jesanis By: ___________________________ Michael E. Jesanis Senior Vice President and Chief Financial Officer Dated: April 23, 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 Previously filed of Trust A-2 Proposed Amendment to Agreement Previously filed and Declaration of Trust B-1 Preliminary Proxy Statement/Draft Previously filed B-2 Press Release Previously filed B-3 Agreement and Plan of Merger Previously filed F Opinion of Counsel Filed herewith H Proposed Notice Previously filed EX-5 3 OPINION EXHIBIT F 25 RESEARCH DRIVE, WESTBOROUGH, MASSACHUSETTS 01582 ===================================================== April 22, 1999 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Re: File No. 70-9441 Dear Commissioners: New England Electric System (NEES) filed an Application/Declaration on Form U-1 on January 27, 1999, as amended, relating to approval to amend its Agreement and Declaration of Trust (as defined below) and to solicit the proxies of the holders of common shares of NEES. It is my opinion 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 NEES is validly organized and duly existing; that the Agreement and Declaration of Trust may be amended as set forth in the statement on Form U-1 upon (i) authorization by the affirmative vote of a majority of the NEES common shares outstanding, (ii) the affirmative vote of two-thirds of the Board of Directors, and (iii) presentation of a certificate regarding such amendments to the Trustee and the filing of such amendments where required by law. Based upon the foregoing and subject to necessary action by the NEES shareholders and the Board of Directors of NEES and the presentation of an appropriate certificate to the Trustee and the filing of such amendments where required by law, as well as appropriate action by the Commission under the Public Utility Holding Company Act of 1935, it is my opinion that, in the event the Agreement and Declaration of Trust is amended and proxies are solicited in accordance with the statement on Form U-1 as it is now being amended (the Proposed Transactions): (a) All state laws applicable to the Proposed Transactions will have been complied with; and (b) The consummation of the Proposed Transactions will not violate the legal rights of the holders of any securities issued by NEES 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/Kirk L. Ramsauer Kirk L. Ramsauer Deputy General Counsel EX-99 4 COVER NEW ENGLAND ELECTRIC SYSTEM New England Electric System 25 Research Drive Westborough, Massachusetts 01582 Tel. (508) 389-2000 Michael E. Jesanis Senior Vice President and Chief Financial Officer April 23, 1999 Securities and Exchange Commission Judiciary Plaza 450 Fifth Street, N.W. Washington, DC 20549 Re: File No. 70-9441 Ladies and Gentlemen: New England Electric System is a participant in the Electronic Data Gathering and Retrieval Program. Submitted herewith in electronic format for filing with the Commission is Amendment No. 2 to Form U-1 Application/Declaration. Very truly yours, s/Michael E. Jesanis 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. -----END PRIVACY-ENHANCED MESSAGE-----