<PAGE>
Registration No. 33-59145
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 2 TO FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
MASSACHUSETTS ELECTRIC COMPANY
- ------------------------------
(Exact name of Registrant as specified in its charter)
Massachusetts 04-1988940
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
25 Research Drive, Westborough, Massachusetts 01582
(508) 389-2000
- ---------------------------------------------------
(Address and Telephone Number
of Principal Executive Office)
Michael E. Jesanis Robert King Wulff
Treasurer Corporation Counsel
25 Research Drive 25 Research Drive
Westborough, Massachusetts 01582 Westborough, Massachusetts 01582
(Name, address and telephone number of agents for service)
- ----------------------------------------------------------
Please send copies of all communications to:
George J. Forsyth
Milbank, Tweed, Hadley & McCloy
1 Chase Manhattan Plaza
New York, New York 10005
<PAGE>
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# SUBJECT TO COMPLETION, DATED #
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PROSPECTUS
(LOGO)
MASSACHUSETTS ELECTRIC COMPANY
(A SUBSIDIARY OF NEW ENGLAND ELECTRIC SYSTEM)
$100,000,000
FIRST MORTGAGE BONDS
BOND INTEREST WILL BE PAYABLE SEMIANNUALLY.
THE BONDS WILL BE ISSUED ONLY AS FULLY REGISTERED BONDS
IN DENOMINATIONS OF $1,000 OR ANY INTEGRAL MULTIPLE THEREOF.
Massachusetts Electric Company (the Company) intends to offer, from time
to time, not exceeding $100 million aggregate principal amount of its First
Mortgage Bonds (the New Bonds). The New Bonds will be issued under a
supplement to the Company's First Mortgage Indenture and Deed of Trust dated
as of July 1, 1949. The New Bonds may be offered as one or more series and/or
issues, and each series and/or issue of New Bonds will bear interest at a
fixed rate, which, together with the series designation, principal amount,
purchase price, maturity, interest payment dates, redemption terms, and any
other specific provisions, will be established at the time of issuance and set
forth in a prospectus supplement (Prospectus Supplement) for that series
and/or issue. Interest on the New Bonds will be payable semiannually, and
upon maturity or earlier redemption. The New Bonds will be secured by a
direct first mortgage lien on substantially all of the Company's properties.
See "Description of the New Bonds".
The Company may sell the New Bonds by publicly inviting bids for the
purchase of the New Bonds, through negotiation with one or more underwriters,
through agents designated from time to time, or directly to other purchasers.
See "Plan of Distribution". The names of the purchasers, underwriters or
agents, the initial public offering price, any applicable discounts or
commissions and the proceeds to the Company with respect to the New Bonds will
be set forth in a Prospectus Supplement.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS IN CONNECTION
WITH THE OFFER CONTAINED HEREIN. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER
IN ANY STATE IN WHICH SUCH OFFER MAY NOT LAWFULLY BE MADE.
###############################################################################
# A registration statement relating to these securities has been filed #
# with the Securities and Exchange Commission but has not yet become #
# effective. Information contained herein is subject to completion or #
# amendment. These securities may not be sold nor may offers to buy be #
# accepted prior to the time the registration statement becomes effective. #
# This prospectus shall not constitute an offer to sell or the solicitation #
# of an offer to buy nor shall there be any sale of these securities in any #
# state in which such offer, solicitation or sale would be unlawful prior to #
# registration or qualification under the securities laws of any such state. #
###############################################################################
THE DATE OF THIS PROSPECTUS IS __________, 1995
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
AND ADDITIONAL INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 and, in accordance therewith, files reports and other
information with the Securities and Exchange Commission (SEC). Certain
information, as of particular dates, with respect to the Company's directors
and officers, their remuneration, and their material interest in transactions
with the Company, if any, is disclosed in the Company's Annual Report on Form
10-K.
The following documents, which have heretofore been filed by the Company
with the SEC pursuant to the Securities Exchange Act of 1934, are incorporated
by reference in this prospectus and shall be deemed to be a part hereof:
(1) Annual Report on Form 10-K for the year ended December 31, 1994
which contains financial statements of the Company as of December 31,
1994, and for the three years ended December 31, 1994 and incorporates by
reference or includes the related reports of Coopers & Lybrand L.L.P.,
independent accountants.
(2) Quarterly Report on Form 10-Q for the quarter ended March 31,
1995.
(3) Current Report on Form 8-K dated March 22, 1995.
All documents filed by the Company with the SEC pursuant to section 13(a),
13(c), 14, or 15(d) of the Securities Exchange Act of 1934 subsequent to the
date of this prospectus and prior to the termination of the offering made by
this prospectus shall be incorporated herein by reference and shall be deemed
to be a part hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part
hereof.
Such documents and other information can be inspected and copied at the
Public Reference Room in the office of the SEC at 450 Fifth Street, N.W.,
Washington, D.C. or at SEC Regional Offices at 7 World Trade Center, New York,
New York and 500 West Madison Street, Chicago, Illinois. Copies of such
material can be obtained from the Public Reference Section of the SEC,
450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates.
THE COMPANY HEREBY UNDERTAKES TO PROVIDE WITHOUT CHARGE TO EACH PERSON,
INCLUDING ANY BENEFICIAL OWNER, TO WHOM A COPY OF THIS PROSPECTUS HAS BEEN
DELIVERED, ON THE WRITTEN OR ORAL REQUEST OF ANY SUCH PERSON, A COPY OF ANY OR
ALL OF THE DOCUMENTS REFERRED TO ABOVE WHICH HAVE BEEN OR MAY BE INCORPORATED
BY REFERENCE IN THIS PROSPECTUS, OTHER THAN EXHIBITS TO SUCH DOCUMENTS.
WRITTEN OR ORAL REQUESTS FOR SUCH COPIES SHOULD BE DIRECTED TO THE TREASURER,
MASSACHUSETTS ELECTRIC COMPANY, 25 RESEARCH DRIVE, WESTBOROUGH, MASSACHUSETTS
01582 (TELEPHONE 508-389-2000).
<PAGE>
SUMMARY INFORMATION
The following material is qualified in its entirety by the information and
financial statements appearing elsewhere in this prospectus and in the
documents and information incorporated herein by reference.
Company......................... Massachusetts Electric Company.
Parent.......................... New England Electric System.
Business........................ Retail electric utility.
Power Supply.................... New England Power Company, an affiliated
wholesale generation company.
Service Area.................... Covers approximately 43% of Massachusetts
with Worcester, Massachusetts, the largest
city served.
Customers....................... Approximately 940,000 as of December 31,
1994.
Revenue Distribution............ For the 12 months ended December 31, 1994,
the Company's revenues from the sale of
electricity were derived 41% from
residential customers, 37% from commercial
customers, 21% from industrial customers,
and 1% from others.
Securities Offered.............. Not exceeding $100,000,000 principal
amount of First Mortgage Bonds, in one or
more series.
Payment of Interest............. Semiannually on dates to be determined.
Maturity........................ To be determined.
Security Interest............... Secured, together with all other
outstanding First Mortgage Bonds, by a
mortgage on substantially all of the
Company's properties.
Replacement Fund................ For all the Company's First Mortgage
Bonds, the Company will make mandatory
annual replacement fund payments equal to
2.4% of the average investment in
depreciable property during the preceding
year, to be satisfied by First Mortgage
Bonds of any issue or series (including
the New Bonds), cash, or additional
property. See "Description of the New
Bonds -- Replacement Fund".
Redemption...................... To be determined for each series and/or
issue of New Bonds. See "Description of
the New Bonds -- Redemption".
<PAGE>
<TABLE>
MASSACHUSETTS ELECTRIC COMPANY
SELECTED FINANCIAL INFORMATION
(DOLLARS IN THOUSANDS)
<CAPTION>
Years Ended December 31,
--------------------------------------------------------
12 Months Ended
March 31, 1995
(Unaudited) 1994 1993 1992 1991 1990
--------------- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
STATEMENT OF INCOME DATA:
Operating Revenue................ $1,473,450 $1,482,070 $1,468,540 $1,412,948 $1,363,888 $1,242,945
Net Income....................... $ 30,280 $ 34,726 $ 23,779 $ 34,905 $ 25,243 $ 35,192
Ratio of Earnings to
Fixed Charges: (1) 2.64 3.06 2.29 3.15 2.66 3.25
Utility Plant, net (end of
period) (2)....................... $1,005,333 $ 995,995 $ 945,285 $ 906,293 $ 865,018 $ 827,915
AS OF MARCH 31, 1995
(UNAUDITED)
------------------------
AMOUNT RATIO
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CAPITAL STRUCTURE:
First Mortgage Bonds (3) ....... $338,413 43.90%
Cumulative Preferred Stock...... 50,000 6.49
Common Stock Equity............. 382,389 49.61
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Total...................... $770,802 100.00%
======== ======
- ---------------
<FN>
(1) In determining the ratios of earnings to fixed charges, earnings were arrived at by adding to net income
all income taxes and fixed charges. Fixed charges consist of interest and amortization of debt
premiums, discounts and expense on all indebtedness.
(2) Includes construction work in progress.
(3) Includes $25 million of long-term debt due within one year.
The Company had $68,725,000 of short-term indebtedness outstanding as of March 31, 1995.
</FN>
</TABLE>
<PAGE>
THE COMPANY
The Company, incorporated in Massachusetts in 1887, is a retail electric
utility subsidiary of New England Electric System (NEES), a registered holding
company under the Public Utility Holding Company Act of 1935 (the 1935 Act).
NEES owns all of the Company's common stock. The executive offices of the
Company are at 25 Research Drive, Westborough, Massachusetts 01582 (telephone
508-389-2000).
USE OF PROCEEDS
The proceeds from the sale of the New Bonds will be applied to the cost
of, or the reimbursement of the treasury for, or to the payment of short-term
borrowings incurred for (i) capitalizable additions and improvements to the
plant and property of the Company, (ii) other capitalizable expenditures, or
(iii) if market conditions warrant, the redemption of or the retirement of
outstanding First Mortgage Bonds of the Company.
CONSTRUCTION AND FINANCING
The Company's construction expenditures, excluding allowance for funds
used during construction, were $94 million in 1994, and are estimated to be
approximately $105 million in 1995 and $95 million in 1996 and 1997. These
construction expenditures are incurred principally for improvements and
additions to the Company's distribution system. The Company conducts a
continuing review of its construction program. This program and the above
estimates relating thereto are subject to revisions based upon changes in
assumptions concerning, among other things, load growth and rates of
inflation.
The funds needed to pay for the Company's construction expenditures will
be provided from internal sources and from external financing. The Company
estimates that 90% of its 1995-1997 construction requirements will be provided
from internal sources or from anticipated capital contributions made by NEES.
The balance will be provided initially from short-term borrowings, to be
repaid from the proceeds of the sale of long-term securities (First Mortgage
Bonds, including the New Bonds, or preferred stock sold to the public, or
common stock sold to NEES).
The Company's preferred stock preference provisions limit the amount of
short-term unsecured indebtedness which may be outstanding after September 30,
1998 to 10% of the sum of secured indebtedness, capital, premiums, and
retained earnings, unless a higher amount is authorized by vote of the
preferred stockholders; prior to such date, the limit is 20%. At March 31,
1995, this limit was approximately $154 million.
Under its Articles of Organization and By-Laws, the Company may issue
additional preferred stock, absent a vote of a majority of the holders of
preferred stock, (a) in the case of a refunding issue, or (b) when (i) gross
income, as defined therein, for any twelve consecutive calendar months within
the preceding fifteen months available for interest on indebtedness and
dividends on its preferred stock is at least 1-1/2 times the annual interest
charges and dividend requirements on all interest bearing indebtedness and all
preferred stock including the new issue, (ii) the aggregate outstanding par
value of all series of preferred stock, including the new issue, does not
exceed $120 million, and (iii) the equity of stock junior to the preferred
stock is at least equal to the par value of the preferred stock. Under the
provision that is currently the most restrictive (the aggregate par value
provision), as of March 31, 1995, the Company could issue $70 million of new
preferred stock.
<PAGE>
For information on limitations on the Company's ability to issue First
Mortgage Bonds, see "Description of the New Bonds -- Additional First Mortgage
Bonds" in this prospectus.
DESCRIPTION OF THE NEW BONDS
GENERAL
The New Bonds will be issued under and secured by a First Mortgage
Indenture and Deed of Trust dated as of July 1, 1949, from the Company to
State Street Bank and Trust Company (formerly Second Bank -- State Street
Trust Company, successor to The Second National Bank of Boston), Boston,
Massachusetts, as Trustee, and indentures supplemental thereto, including a
Twenty-First Supplemental Indenture to State Street Bank and Trust Company, as
Trustee, with respect to the New Bonds (collectively, the Indenture). Each
series and/or issue of the New Bonds will mature in the year shown in its
title, and will bear interest beginning from the date as of which such issue
of New Bonds is first certified and delivered, at the rate per annum shown in
its title. Interest will be payable semiannually. Principal and premium, if
any, will be payable at the office of the Trustee. Interest will be payable
at the office of the Trustee or, at the Company's option, by mailing checks to
registered owners at their addresses set forth in the bond register. It is
the Company's general practice to mail interest checks to registered owners.
The designation and principal amount of the New Bonds, the date of
maturity (which date will not be more than thirty years from the date on which
such New Bonds were first certified and delivered), the interest rate, the
interest payment dates, and the provisions for redemption (including any
premium or premiums payable thereon) will be separately established for each
series and/or issue and set forth in the applicable prospectus supplement.
The New Bonds will be issued only in the form of fully registered bonds
without coupons in denominations of $1,000 or any integral multiple thereof.
Any of the New Bonds may be presented at the office of the Trustee for
exchange for a like aggregate principal amount of New Bonds of the same series
and/or issue of other authorized denominations or for transfer, without
payment in either case of any charge other than stamp taxes or other
governmental charges, if any, required to be paid by the Company.
The brief summary herein of certain provisions of the Indenture is merely
an outline and does not purport to be complete. It uses defined terms and is
qualified in its entirety by reference to the Indenture which is filed as an
exhibit to the Registration Statement.
REDEMPTION
The redemption provisions of each series and/or issue of the New Bonds
will be described in the prospectus supplement relating thereto.
SECURITY AND PRIORITY
The New Bonds, when duly issued, will be secured, together with all other
outstanding First Mortgage Bonds, by a direct first mortgage lien on
substantially all the properties and franchises then owned by the Company,
subject only to liens permitted by the Indenture. Certain types of property
are excepted from the lien of the Indenture, including consumable property,
fuel, automotive and office equipment, merchandise held for sale, supplies,
cash, receivables, and securities. The after-acquired property clause of the
Indenture, by its terms and to the extent permitted by law, applies the lien
of the Indenture to property subsequently acquired by the Company. The
Indenture provides for the release or substitution of property subject to the
lien of the Indenture under certain circumstances provided that specific
conditions are met.
<PAGE>
No other securities may be issued ranking prior to or on a parity with the
New Bonds with respect to the security provided by the Indenture, except
additional First Mortgage Bonds issued in the manner summarized below under
"Additional First Mortgage Bonds" and obligations existing or created in
connection with the acquisition of after-acquired property, which may not
exceed 60% of the cost or fair value, whichever is less, of such property.
REPLACEMENT FUND
There is a replacement fund applicable to all outstanding Bonds of the
Company with an annual requirement, payable August 1, computed on the basis of
2.4% of the average gross plant investment in depreciable electric utility
property at the beginning and end of each month during the preceding calendar
year. The annual replacement fund requirement may be satisfied in cash or
First Mortgage Bonds (including the New Bonds) of any series or by the
allocation of an amount of additional property (as defined in the Indenture).
The aggregate amount of additional property used to satisfy the replacement
fund requirement may be used to offset net retirements in computing the net
amount of additional property.
Any series and/or issue of New Bonds may be redeemed at special redemption
prices to satisfy the annual replacement fund requirement. However, the use
of cash for redemptions of New Bonds may be restricted by any noncallability
or nonrefundability provisions that may be established for that series and/or
issue of New Bonds.
ADDITIONAL FIRST MORTGAGE BONDS
Additional Bonds of any series may be issued as follows:
(A) against 60% of the net amount of additional property (70% after
the Series R and S First Mortgage Bonds are retired);
(B) to refund a like amount of First Mortgage Bonds of any series
which are not then funded; or
(C) against the deposit of cash (to a limit of $10 million held by
the Trustee at any one time).
When the Series R First Mortgage Bonds are retired, there will be no limit
on the amount of cash that may be deposited with the Trustee. Cash so
deposited with the Trustee may be withdrawn in amounts equal to the principal
amount of First Mortgage Bonds otherwise issuable against additional property
or retired First Mortgage Bonds.
In connection with the issue of First Mortgage Bonds against additional
property or cash (other than cash provided for the retirement of First
Mortgage Bonds) the Company must demonstrate that net earnings for any 12
consecutive calendar months within the preceding 15 months are at least twice
the annual interest charges on all First Mortgage Bonds outstanding and
applied for and on all equal or prior lien indebtedness. For the twelve
months ended March 31, 1995, the ratio of net earnings to annual interest
charges on all Bonds outstanding was 2.91. Except under limited
circumstances, no earnings test is required in connection with the refunding
of a like amount of First Mortgage Bonds.
The Company has the option of using a two-step process in connection with
an issuance of additional First Mortgage Bonds against additional property. In
exercising such option, the Company first must demonstrate to the satisfaction
of the Trustee that the requirements for such an issue (described in clause
(A) immediately above) have been satisfied and then, subject to further
demonstrations in accordance with the Indenture, the Company may request the
issuance of such additional Bonds from time to time.
The New Bonds will be issued against additional property or against First
Mortgage Bonds theretofore retired. As of March 31, 1995, the Company had
approximately $400 million net amount of additional property against which
$240 million of additional First Mortgage Bonds could be issued.
<PAGE>
Pursuant to the limitations described above (the Net Earnings requirement
being most restrictive), the Company, as of March 31, 1995, could have issued
approximately $135 million of additional First Mortgage Bonds.
DIVIDEND RESTRICTION
The Twenty-First Supplemental Indenture for the New Bonds does not contain
provisions restricting the payment of dividends on common stock by the
Company. Dividend restrictions dependent upon earned surplus are binding on
the Company so long as certain prior series of the Company's First Mortgage
Bonds are outstanding. The most restrictive provisions currently binding on
the Company are set forth in the supplemental indenture relating to the Series
R First Mortgage Bonds. Under these provisions, which are applicable so long
as any Series R First Mortgage Bonds are outstanding, approximately $30
million of the Company's retained earnings were unavailable for dividends on
common stock at March 31, 1995.
So long as any preferred stock is outstanding, certain restrictions on
payment of dividends on the common stock would come into effect if the junior
stock equity were, or by reason of payment of such dividends became, less
than 25% of total capitalization. However, the junior stock equity at
March 31, 1995, was 50% of total capitalization and, accordingly, none of the
Company's retained earnings at March 31, 1995, was restricted as to dividends
on common stock under the foregoing restrictions.
PERIODIC INSPECTION OF PROPERTY
Inspection by an independent engineer is required at least once every five
years or more often if requested by the holders of not less than 25% of the
aggregate principal amount of the Bonds at the time outstanding. The Company
is to make good any maintenance deficiency and to record retirements as called
for by the engineer's report.
MODIFICATION OF THE INDENTURE
Any provision of the Indenture may be modified with the consent of the
holders of not less than 66-2/3% of the aggregate principal amount of the
Bonds at the time outstanding (and, if one or more series of Bonds are
differently affected, with the consent of the holders of 66-2/3% of the
aggregate principal amount of the Bonds of each series so affected). No such
modification may (a) affect certain provisions protecting the Trustee without
the Trustee's assent, (b) affect the payment of principal, premium, or
interest on any Bonds, or extend the maturity or time of payment, without the
consent of the Bondholders affected, (c) permit the creation by the Company of
any lien ranking prior to or on a parity with the lien of the Indenture except
as expressly authorized in the Indenture, (d) reduce the above specified
percentages of Bondholders, or (e) permit, in the opinion of the Trustee, a
substantial impairment of the benefits or lien of the Indenture. No such
modification may be made which would conflict with the Trust Indenture Act of
1939, as at the time in effect.
THE TRUSTEE
The Trustee acts as trustee for an affiliate's general and refunding
mortgage bonds. The Trustee also participates in a line of credit of the
parent and an affiliate of the Company. The Trustee is also dividend paying
and transfer agent for the Company's preferred stock.
The Trustee may become the owner or pledgee of First Mortgage Bonds with
the same rights as if it were not the Trustee. The holders of a majority in
aggregate principal amount of the First Mortgage Bonds outstanding may require
the Trustee to take certain action, except when the action would be unlawful,
would involve the Trustee in personal liability, or would be unjustifiably
prejudicial to the nonassenting Bondholders, or when the Trustee would not be
sufficiently indemnified for any expenditures in the action.
<PAGE>
DEFAULTS
The following are defaults under the Indenture: (a) failure to pay
principal when due; (b) failure for 30 days to pay interest after due;
(c) failure to pay any installment of the sinking, replacement, or other
analogous fund for 60 days after due; (d) the expiration of 60 days following
the bankruptcy of, the reorganization of, or the appointment of a receiver
for, the Company; (e) certain other acts of bankruptcy, insolvency, or
reorganization; and (f) failure to perform other provisions of the Indenture
for 60 days following a demand by the Trustee to the Company to cure such
failure. The Trustee may withhold notice to the Bondholders of any default,
except default in the payment of principal, interest, or any sinking fund or
replacement fund installment, if certain officers and directors of the Trustee
determine in good faith that withholding such notice is in the interest of the
Bondholders.
EVIDENCE TO BE FURNISHED TO TRUSTEE
The Company must periodically furnish to the Trustee evidence as to the
absence of default in connection with certain annual sinking fund and
replacement fund requirements and as to compliance with certain other terms of
the Indenture. Furthermore, prior to issuance of additional First Mortgage
Bonds, release of property, withdrawal of cash, and various other actions
under the Indenture, evidence must be furnished as to the absence of default
and as to compliance with certain terms of the Indenture. Whenever all
indebtedness secured by the Indenture shall have been paid, or adequate
provision therefor made, the Trustee shall, upon request of the Company and
receipt by the Trustee of evidence as to compliance with conditions precedent
under the Indenture, cancel and discharge the lien of the Indenture.
EXPERTS
The balance sheets of the Company as of December 31, 1994 and 1993 and the
related statements of income, retained earnings, and cash flows for each of
the three years in the period ended December 31, 1994, all incorporated by
reference in Massachusetts Electric Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1994, incorporated by reference in this
prospectus, have been incorporated herein in reliance on the reports of
Coopers & Lybrand L.L.P., independent accountants, given on the authority of
that firm as experts in accounting and auditing.
The statements of law and legal conclusions made in this prospectus, not
otherwise attributed, have been reviewed by Kirk L. Ramsauer and/or Robert
King Wulff and are made upon their authority as experts.
LEGAL MATTERS
Legal matters in connection with the securities offered hereby will be
passed upon for the Company by Kirk L. Ramsauer, Assistant General Counsel,
and/or Robert King Wulff, Corporation Counsel, 25 Research Drive, Westborough,
Massachusetts, and will be passed upon for the underwriter(s), purchaser(s),
or agent(s) by Milbank, Tweed, Hadley & McCloy, 1 Chase Manhattan Plaza, New
York, New York. The opinion of Robert King Wulff and/or Kirk L. Ramsauer as
to legal matters in connection with the securities offered hereby is filed as
an exhibit to the registration statement.
PLAN OF DISTRIBUTION
The Company may sell the New Bonds in any of the following ways:
(i) through competitive bidding; (ii) through negotiation with one or more
<PAGE>
underwriters; (iii) through one or more agents designated from time to time;
(iv) directly to other purchasers; or (v) any combination of the above. The
terms of any offering of the New Bonds, including the name or names of any
underwriters or agents with whom the Company has entered into arrangements
with respect to the sale of such New Bonds, the proceeds to the Company, any
underwriting discounts or commissions and other terms constituting
underwriters' compensation, the initial public offering price and any
discounts or concessions allowed or reallowed or paid to dealers, will be set
forth in the prospectus supplement relating to such offering. Any initial
public offering price and any discounts or concessions allowed or reallowed or
paid to dealers may be changed from time to time.
If an underwriter or underwriters are involved in the sale of any New
Bonds, the Company will execute an underwriting or purchase agreement with
such underwriters at the time of sale, and the names of the underwriters, the
principal amount of New Bonds to be purchased thereby and the other terms and
conditions of the transaction will be set forth in the prospectus supplement
relating to such sale. The New Bonds will be acquired by the underwriters for
their own account and may be resold from time to time in one or more
transactions, including negotiated transactions, at a fixed public offering
price or at varying prices determined at the time of the sale. Unless
otherwise indicated in the prospectus supplement, the underwriting or purchase
agreement will provide that the underwriter or underwriters are obligated to
purchase all of an issue of the New Bonds offered in the prospectus supplement
if any are purchased.
If any New Bonds are sold through an agent or agents designated by the
Company from time to time, the prospectus supplement will name any such agent,
set forth any commissions payable by the Company to any such agent and the
obligations of such agent with respect to such New Bonds. Unless otherwise
indicated in the prospectus supplement, any such agent will be acting on a
best efforts basis for the period of its appointment.
In connection with the sale of the New Bonds, any purchasers,
underwriters, or agents may receive compensation from the Company or from
purchasers in the form of concessions or commissions. The underwriters will
be, and any agents and any dealers participating in the distribution of the
New Bonds may be, deemed to be underwriters within the meaning of the
Securities Act of 1933. The agreement between the Company and any purchasers,
underwriters, or agents will contain reciprocal covenants of indemnity between
the Company and the purchasers, underwriters, or agents against certain
liabilities, including liabilities under the Securities Act of 1933.
<PAGE>
SIGNATURE
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE
REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT
CONTINUES TO MEET ALL OF THE REQUIREMENTS FOR FILING ON FORM S-3 AND HAS
DULY CAUSED THIS AMENDMENT NO. 2 TO ITS REGISTRATION STATEMENT, FILED WITH
THE COMMISSION ON MAY 5, 1995 (COMMISSION FILE NO. 33-59145), TO BE SIGNED
ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE TOWN
OF WESTBOROUGH, THE COMMONWEALTH OF MASSACHUSETTS, ON THE 12TH DAY OF
JUNE, 1995.
MASSACHUSETTS ELECTRIC COMPANY
s/John G. Cochrane
_____________________________
John G. Cochrane
Attorney-in-Fact
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
AMENDMENT NO. 2 TO THE REGISTRATION STATEMENT (COMMISSION FILE NO. 33-
59145) HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE CAPACITIES
AND ON THE DATE INDICATED.
Signature and Title
(I) Principal Executive Officer:
John H. Dickson, President
(II) Principal Financial Officer:
Michael E. Jesanis, Treasurer
(III) Principal Accounting Officer:
Howard W. McDowell
(IV) Directors: (A Majority)
Urville J. Beaumont
Joan T. Bok
Sally L. Collins
John H. Dickson
Patricia McGovern
John F. Reilly, Jr.
John W. Rowe s/John G. Cochrane
Richard P. Sergel All by _____________________________
Richard M. Shribma John G. Cochrane
Roslyn M. Watson Attorney-in-Fact
Date: June 12, 1995
