-----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, KrPSTl29GKSA7eSzDjTTJfAoqARfnqyeI5p2fpUtiKLuVQTNZ+Wn3PTCrB2J8XoU Unpjmvz1M24/bYRIUtpX/w== 0000071297-99-000030.txt : 19990427 0000071297-99-000030.hdr.sgml : 19990427 ACCESSION NUMBER: 0000071297-99-000030 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19990426 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990426 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: 8-K SEC ACT: SEC FILE NUMBER: 001-03446 FILM NUMBER: 99600972 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 8-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 of the Securities Exchange Act of 1934 Date of Earliest Event Reported: April 21, 1999 NEW ENGLAND ELECTRIC SYSTEM (exact name of registrant as specified in charter) Massachusetts 1-3446 04-1663060 (state or other (Commission (I.R.S. Employer jurisdiction of File No.) Identification No.) incorporation) 25 Research Drive, Westborough, Massachusetts 01582 (Address of principal executive offices) (508) 389-2000 (Registrant's telephone number, including area code) Item 5. Other Events - --------------------- On April 22, 1999, shareholders of the National Grid Group plc (National Grid) approved the company's proposed acquisition of New England Electric System (NEES) at National Grid's Extraordinary General Meeting with more than 99% of votes in favor. The $3.2 billion merger was announced on December 14, 1998. NEES and National Grid were granted early termination of the Hart-Scott-Rodino waiting period on the proposed merger on April 9, 1999. The merger is subject to a number of additional regulatory approvals. On April 21, 1999, the New Hampshire Public Utilities Commission (NHPUC) issued an order finding that the NEES/National Grid merger filing did not satisfy the requirements for exemption from the NHPUC's formal review process. A procedural schedule for the NHPUC's review is expected to be established on May 4, 1999. On April 23, 1999, NEES announced earnings for the first quarter of 1999. The press release announcing earnings is filed herewith as Exhibit 99. Item 7. Financial Statements and Exhibits - ------------------------------------------ (c) Exhibits 99. Press Release of New England Electric System issued April 23, 1999. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned thereunto duly authorized. NEW ENGLAND ELECTRIC SYSTEM s/Michael E. Jesanis By Michael E. Jesanis Senior Vice President and Chief Financial Officer Date: April 26, 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 No. Description Page - ----------- ----------- ---- 1 Press Release of New Filed England Electric System herewith issued April 23, 1999 EX-99 3 EXHIBIT 1 FOR IMMEDIATE RELEASE: April 23, 1999 CONTACT: Robert G. Seega 508-389-2178 (days) (Investors) 508-949-1796 (evenings) seega@neesnet.com (electronic mail) Susan Stevens 508/389-3568 (days) (Media) 508/389-4966 (evenings) steves@neesnet.com (electronic mail) New England Electric Reports First Quarter Earnings/National Grid Shareholders Approve Merger Westborough, Mass . . . New England Electric System (NEES) today reported first quarter 1999 earnings of $.74 per share on 59.5 million average diluted common shares, compared with $.88 per share on 64.6 million average diluted common shares for the first quarter of 1998. The decrease in earnings reflects significant revenue reductions due to the continuing impact of the restructuring of the utility business and the effect of the divestiture of NEES' nonnuclear generating business. The decrease was partially offset by revenues from increased kilowatthour (kWh) deliveries, improved results from investments in unregulated ventures and the positive effects of a common share repurchase program. Industry restructuring continues to have a negative impact on earnings. Rate reductions were implemented upon the commencement of providing customer choice of electric supplier. These initial rate reductions commenced for all customers in Rhode Island, Massachusetts and New Hampshire on January 1, March 1, and July 1, 1998, respectively. Further rate reductions were provided to customers following the sale of NEES' nonnuclear generating business on September 1, 1998. The combined effect of these events reduced first quarter revenues and operating expenses by a net of approximately $.45 per share. These decreases were partially offset by improved results from NEES' unregulated businesses. Growth of these businesses increased first quarter 1999 revenues by $70 million and eliminated first quarter 1998 losses of approximately $.08 per share. Earnings in the first quarter of 1999 were also positively affected by: a) increased kWh deliveries of approximately 2.8 percent in the first quarter of 1999 compared with 1998 as a result of a continued strong economy and the effect of weather (approximately $.03 per share) and b) reduced interest expense and increased interest income due to the reinvestment of the proceeds from the sale of the nonnuclear generating business (approximately $.15 per share). NEES' 1998 common share repurchase program improved earnings in 1999 by approximately $.04 per share. In other news, on Thursday, April 22, 1999, shareholders of the National Grid Group plc (National Grid) (LSE:NGG) approved the company's proposed acquisition of NEES at National Grid's Extraordinary General Meeting with more than 99% of votes in favor, according to NEES President and Chief Executive Officer Rick Sergel. The $3.2 billion merger was announced on December 14, 1998. "This is very encouraging to have such a resounding vote of approval from National Grid's shareholders. This bodes well for customers, because the sooner this merger is completed, the sooner our customers can begin enjoying the benefits," said Sergel. NEES and National Grid were granted early termination of the Hart-Scott-Rodino waiting period on the proposed merger on April 9, 1999. The merger is subject to a number of additional regulatory approvals. On April 21, 1999, the New Hampshire Public Utilities Commission (NHPUC) issued an order finding that the NEES/National Grid merger filing did not satisfy the requirements for exemption from the NHPUC's formal review process. A procedural schedule for the NHPUC's review is expected to be established on May 4, 1999. NEW ENGLAND ELECTRIC SYSTEM AND SUBSIDIARIES (CONSOLIDATED) First Quarter Ended March 31, 1999 1998 Operating Revenue $ 657,502,000 $ 619,563,000 Net Income $ 44,153,000 $ 56,878,000 Average Common Shares - Basic 59,355,248 64,532,863 Average Common Shares - Diluted 59,502,829 64,616,568 Net Income per Share - Basic $.74 $.88 Net Income per Share - Diluted $.74 $.88 Twelve Months Ended March 31, 1999 1998 Operating Revenue $2,458,472,000 $2,484,007,000 Net Income $ 177,317,000 $ 215,096,000 Average Common Shares - Basic 61,082,450 64,791,620 Average Common Shares - Diluted 61,195,181 64,851,221 Net Income per Share - Basic $2.90 $3.32 Net Income per Share - Diluted $2.90 $3.32
New England Electric System (NEES) is a public utility holding company headquartered in Westborough, Massachusetts. Its regulated subsidiaries are engaged in the transmission, distribution, and sale of electricity. NEES' electricity distribution subsidiaries serve 1.4 million customers in Massachusetts, Rhode Island, and New Hampshire. Unregulated subsidiaries are engaged in the marketing of energy commodities and services and the construction and leasing of telecommunications infrastructure. -----END PRIVACY-ENHANCED MESSAGE-----