File No.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form U-1
Application/Declaration
Under the
Public Utility Holding Company Act of 1935
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National Grid Group plc
15 Marylebone Road
London NWI 5JD
United Kingdom
(Names of companies filing this statement
and addresses of principal executive offices)
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National Grid Group plc
(Name of top registered holding company)
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Kirk L. Ramsauer
Associate General Counsel
National Grid USA
25 Research Drive
Westborough, Massachusetts 01582
Telephone: (508) 389-2972
Facsimile: (508) 389-3518
(Names and addresses of agents for service)
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The Commission is also requested to send copies
of any communication in connection with this matter to:
Joanne C. Rutkowski
Markian M. W. Melnyk
LeBoeuf, Lamb, Greene & MacRae, L.L.P.
1875 Connecticut Ave., N.W.
Washington, D.C. 20009-5728
Telephone: (202) 986-8000
Facsimile: (202) 986-8102
<PAGE>
National Grid Group plc ("National Grid"), a registered holding company
under the Public Utility Holding Company Act of 1935, as amended (the "Act"),
hereby files this Form U-1 Declaration (the "Declaration") for approval to
solicit the proxies of the holders of common stock of National Grid.
Item 1. Description of the Proposed Transaction
A. The National Grid-Niagara Mohawk Merger Agreement
National Grid, certain of its subsidiaries, and Niagara Mohawk Holdings,
Inc., a New York public utility holding company exempt from registration under
Section 3(a)(1) of the Public Utility Holding Company Act of 1935 (the "Act"),
have entered into an Agreement and Plan of Merger, and Scheme of Arrangement,
dated as of September 4, 2000 (the "Merger Agreement"), pursuant to which two
transactions will be effected. In the first, New National Grid Limited ("Newco")
will become a new holding company over National Grid with a share-for-share
exchange of the outstanding common stock of National Grid for Newco stock (the
"Scheme"). In the second transaction, a wholly owned direct subsidiary of Newco,
Grid Delaware, Inc. ("Merger Sub"), will combine with and into Niagara Mohawk,
with Niagara Mohawk as the surviving corporation (the "Merger"). Newco will be
renamed National Grid plc as part of the Scheme.1
On September 5, 2000, National Grid and Niagara Mohawk jointly issued a
press release announcing the proposed Merger and Scheme.2
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1 See Agreement and Plan of Merger and Scheme of Arrangement by and among
National Grid Group plc, Niagara Mohawk Holdings, Inc., New National Grid
Limited, and Grid Delaware, Inc., dated as of September 4, 2000 ("Merger
Agreement").
2 Exhibit B-1.
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B. Extraordinary General Meeting
Pursuant to the terms of the Merger Agreement, National Grid will schedule
an Extraordinary General Meeting ("EGM") and seek to obtain the affirmative vote
of a majority of the holders of National Grid's outstanding common stock who are
present and entitled to vote at the EGM to approve the Merger (although if a
poll is held a simple majority of votes cast must support the resolution to
approve the Merger). The Merger is subject to a number of conditions, including
the approval of the Commission under the Act and other regulatory approvals. A
second EGM will be held shortly prior to the closing of the Merger to approve
the Scheme.
C. National Grid Circular
National Grid currently intends to mail definitive proxy materials to its
shareholders at least 17 days prior to the EGM. The meeting is tentatively
scheduled for January 31, 2001. Accordingly, National Grid respectfully requests
that the Commission grant it authority to provide its shareholders with such
proxy materials (the "Solicitation") on or before December 22, 2000. At a later
date, National Grid will submit a filing on Form U-1 requesting authority to
consummate the Merger and related transactions.
Item 2. Fees, Commissions and Expenses.
The estimate of the approximate amount of fees and expenses payable in
connection with the proposed Solicitation is as follows: (to be filed by
amendment).
Item 3. Applicable Statutory Provisions.
Section 12(e) of the Act provides that any solicitation of any proxy
regarding any security of a registered holding company shall be unlawful if made
in contravention of such rules as may be promulgated by the Commission. This
Declaration is being filed pursuant to Rule 62, which provides generally that no
solicitation shall be made except pursuant to a Declaration with respect to such
solicitation which has become effective.
Item 4. Regulatory Approval.
The UK securities regulator, the UK Listing Authority, will review the
disclosure in the Circular. No state regulatory authority and no Federal
regulatory authority, other than the Commission under the 1935 Act, has
jurisdiction over the proposed Solicitation.
Item 5. Procedure.
(a) To enable National Grid to distribute solicitation materials for
proxies in a timely fashion, it is requested that the Commission issue and
publish, not later than December 22, 2000, a notice with respect to the filing
of this Declaration and, concurrently therewith, that the Commission enter an
appropriate order granting and permitting this Declaration to become effective.
(b) No recommended decision by a hearing officer or other responsible
officer of the Commission is necessary or required in this matter. The Division
of Investment Management of the Commission may assist in the preparation of the
Commission's decision in this matter. There should be no thirty-day waiting
period between the issuance and the effective date of any order issued by the
Commission in this matter, and it is respectfully requested that any such order
be made effective immediately upon the entry thereof.
Item 6. Exhibits and Financial Statements
(a) Exhibits.
Exhibit B-1 Press Release (incorporated by reference to National Grid's
Form 425 dated September 5, 2000, File No. 1-2987).
Exhibit B-2 Merger Agreement (incorporated by reference to Niagara
Mohawk's Form 8-K dated September 13, 2000, File No.
000-25595).
Exhibit B-3 Draft Circular (to be filed separately under confidential
treatment request pursuant to Rule 104(b)).
Exhibit I-1 Form of Notice
Item 7. Environmental Effects.
The proposed Solicitation does not involve major Federal action having a
significant effect on the human environment. No federal agency has prepared or
is preparing an environmental impact statement with respect to the proposed
Solicitation.
SIGNATURE
Pursuant to the requirements of the Public Utility Holding Company Act of
1935, the undersigned company has duly caused this statement to be signed on its
behalf by the undersigned thereunto duly authorized.
Date: October 16, 2000 NATIONAL GRID GROUP plc
By: /s/ Jonathan M.G. Carlton
Jonathan M.G. Carlton
Vice President and Director of
Regulatory Research
National Grid USA
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Exhibit Index
Exhibit I-1 Form of Notice
<PAGE>
Exhibit I-1
Form of Notice
National Grid Group plc
SECURITIES AND EXCHANGE COMMISSION
Release No. 35-_____, 70- .
__, 2000
Order Authorizing Proxy Solicitation
National Grid Group plc ("National Grid"), a registered holding company,
has filed a declaration with this Commission under section 12(e) of the Public
Utility Holding Company Act of 1935, as amended ("Act") and rule 62(d)
thereunder.
National Grid, certain of its subsidiary companies, and Niagara Mohawk
Holdings, Inc., a New York public utility holding company exempt from
registration under section 3(a)(1) of the Act, have entered into an Agreement
and Plan of Merger and Scheme of Arrangement, dated as of September 4, 2000 (the
"Merger Agreement"), pursuant to which two transactions will be effected. In the
first, New National Grid Limited ("Newco") will become a new holding company
over National Grid with a share-for-share exchange of the outstanding common
stock of National Grid for Newco stock (the "Scheme"). In the second
transaction, a wholly owned direct subsidiary of Newco, Grid Delaware, Inc.,
will combine with and into Niagara Mohawk, with Niagara Mohawk as the surviving
corporation (the "Merger"). Newco will be renamed National Grid plc as part of
the Scheme.
National Grid seeks authorization to solicit proxies from holders of its
outstanding ordinary shares to obtain shareholder approval of the Merger at an
Extraordinary General Meeting of shareholders tentatively scheduled for January
31, 2001. National Grid states that the affirmative vote of a majority of the
holders of National Grid's outstanding ordinary shares who vote is required to
approve the Merger (although if a poll is held, a simple majority of the votes
cast must support the resolution to approve the Merger). National Grid further
states that it intends to submit a filing with the Commission at a later date
requesting authority to consummate the Merger and related transactions. A second
Extraordinary General Meeting will be held shortly before the closing of the
Merger to approve the Scheme.
It appears to the Commission that the declaration regarding the
solicitation of proxies should be permitted to become effective under rule
62(d).
Fees, commissions and expenses to be incurred in connection with the
transactions described in the declaration are expected not to exceed _____.
National Grid states that no state or federal commission, other than this
Commission, has jurisdiction over the proposed transactions.
IT IS ORDERED, under the applicable provisions of the Act and rules under
the Act, that the declaration is permitted to become effective immediately,
subject to the terms and conditions contained in rule 24 under the Act.
