<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 of the
Securities Exchange Act of 1934
Date of Earliest Event Reported: December 12, 1997
MASSACHUSETTS ELECTRIC COMPANY
(exact name of registrant as specified in charter)
Massachusetts 0-5464 04-1988940
(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)
<PAGE>
Item 5. Other Events
- ---------------------
New England Electric System's offer to purchase any and all
shares of preferred stock of its subsidiary Massachusetts
Electric Company (the Company) expired on Friday, December 12,
1997. The settlement date is expected to be Friday, December
19, 1997.
The following table outlines the preliminary results of the
offer to purchase and the purchase price to be received by
tendering shareowners on the anticipated settlement date.
Approximate
Number of
Shares Price per
Massachusetts Electric Company Tendered Share*
- ------------------------------ ----------- ----------
$100 par value
Dividend Series Preferred Stock
4.44% Series 47,034 $ 87.92
4.76% Series 47,470 $ 94.26
6.99% Series 146,000 $ 120.73
$25 par value
Preferred Stock - Cumulative
6.84% Series 407,439 $ 27.00
*plus accrued dividends
The total number of the Company's preferred shares tendered
represents 68.2% of the total outstanding shares of the Company's
preferred stock.
The actual number of shares tendered for purchase will
depend on the final report of the depositary and subsequent
confirmation of proper delivery.
In addition, a special meeting of preferred shareholders of
the Company was held on Friday, December 12, 1997 at which
amendments to the Company's By-Laws and Articles of Incorporation
(together, the Provisions) were passed by more than the necessary
two-thirds majority of the Company's preferred shareholders,
which removed from the Provisions a limitation on the Company's
ability to issue unsecured debt without the prior approval of the
preferred shareholders.
<PAGE>
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.
MASSACHUSETTS ELECTRIC COMPANY
s/Michael E. Jesanis
By _________________________
Michael E. Jesanis
Treasurer
Date: December 18, 1997
