<PAGE> 1
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)
(AMENDMENT NO. 2)
------------------------
THE NARRAGANSETT ELECTRIC COMPANY
(NAME OF ISSUER)
NEW ENGLAND ELECTRIC SYSTEM
(NAME OF PERSON FILING STATEMENT)
<TABLE>
<CAPTION>
TITLE CUSIP NUMBER
--------------------------------------------------------------------- ------------
<S> <C>
The Narragansett Electric Company, Cumulative Series Preferred Stock
4.50% Series.................................................... 631005 20 4
4.64% Series.................................................... 631005 30 3
6.95% Series.................................................... 631005 50 1
</TABLE>
(TITLE OF CLASS OF SECURITIES) (CUSIP NO. OF CLASS OF SECURITIES)
MICHAEL E. JESANIS
VICE PRESIDENT AND TREASURER
KIRK L. RAMSAUER
ASSOCIATE GENERAL COUNSEL
NEW ENGLAND ELECTRIC SYSTEM
25 RESEARCH DRIVE
WESTBOROUGH, MASSACHUSETTS 01582-0099
(508) 389-2972
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSONS
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON
BEHALF OF THE PERSON FILING STATEMENT)
NOVEMBER 7, 1997
(DATE TENDER OFFER FIRST PUBLISHED,
SENT OR GIVEN TO SECURITY HOLDERS)
CALCULATION OF FILING FEE
<TABLE>
<CAPTION>
TRANSACTION VALUATION* AMOUNT OF FILING FEE
<S> <C>
$39,000,000 $7,800
</TABLE>
- ---------------
* Solely for purposes of calculating the filing fee and computed pursuant to
Section 13(e)(3) of the Securities Exchange Act of 1934, as amended, and Rule
0-11(b)(1) thereunder, the transaction value equals the total amount of funds,
excluding fees and other expenses, required to purchase all outstanding shares
of each series of securities listed above pursuant to the Offer described in
the Offer to Purchase and Proxy Statement filed as an Exhibit hereto.
[X] Check box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was previously
paid. Identify the previous filing by registration statement number, or the form
or schedule and the date of its filing.
<TABLE>
<S> <C>
Amount Previously Paid: $7,800
--------------------------------------------------------------------
Form or Registration No.: Schedule 13E-4
--------------------------------------------------------------------
Filing Party: New England Electric System
--------------------------------------------------------------------
Date Filed: November 7, 1997
--------------------------------------------------------------------
</TABLE>
================================================================================
<PAGE> 2
This Amendment No. 2 amends and supplements the Issuer Tender Offer
Statement on Schedule 13E-4 (the "Statement") dated November 7, 1997, as
amended, filed by New England Electric System, a Massachusetts voluntary
association ("NEES"), relating to its offer to purchase any and all outstanding
Shares of the 4.50%, 4.64% and 6.95% Series of Cumulative Series Preferred Stock
of The Narragansett Electric Company, a Rhode Island corporation and subsidiary
of NEES ("Narragansett"), upon the terms and subject to the conditions set forth
in the Offer to Purchase and Proxy Statement, dated November 7, 1997 (the
"Booklet"), and in the related Letters of Transmittal and Proxy for each Series
(which together constituted the "Offer"), copies of which are attached as
Exhibit 9(a)(1) and 9(a)(2) to the Statement.
Only those items of the Statement that are amended and supplemented hereby
are included herein. Unless otherwise defined herein, all capitalized terms
shall have the respective meanings ascribed to them in the Statement.
ITEM 1. SECURITY AND ISSUER.
Item 1 of the Statement is hereby amended and supplemented by adding
thereto the following:
(b)(i) The Offer expired at 5:00 p.m., Eastern Standard Time, on December
12, 1997 in accordance with its terms. On December 19, 1997, NEES purchased all
the Shares validly tendered pursuant to the Offer by depositing the aggregate
purchase price (including accrued dividends) therefor with the Depositary. The
Shares so purchased, and purchase price therefor, for each Series of Preferred
are as follows:
<TABLE>
<CAPTION>
SHARES
SERIES OF PREFERRED PURCHASED PURCHASE PRICE
----------------------------------------------------------- ------- --------------
<S> <C> <C>
4.50% Series............................................... 130,270 $ 5,616,760.40
4.64% Series............................................... 88,783 $ 4,102,147.49
6.95% Series............................................... 254,950 $15,461,646.71
------- --------------
Total............................................ 474,003 $25,180,554.60
======= ==============
</TABLE>
A press release issued by NEES and Narragansett announcing the results of
the Offer and the proxy solicitation is attached hereto as Exhibit 9(a)(11).
ITEM 2. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 2 of the Statement is hereby amended and supplemented by adding
thereto the following.
The total amount required by NEES to purchase the Shares pursuant to the
Offer was $25,180,554.60, excluding fees and other expenses. NEES paid the
purchase price to the Depositary on December 19, 1997 using funds borrowed
pursuant to its commercial paper program.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -------------------------------------------------------------------------------
<S> <C>
9(a)(9) Press Release, dated November 12, 1997
9(a)(10) Summary Advertisement
9(a)(11) Press Release, dated December 15, 1997
</TABLE>
1
<PAGE> 3
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: December 29, 1997
NEW ENGLAND ELECTRIC SYSTEM
By: /s/ MICHAEL E. JESANIS
------------------------------------
Vice President and Treasurer
<PAGE> 4
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -------------------------------------------------------------------------------
<S> <C>
9(a)(1)* Offer to Purchase and Proxy Statement, dated November 6, 1997.
9(a)(2)* Form of Letter of Transmittal.
9(a)(3)* Notice of Guaranteed Delivery and Proxy.
9(a)(4)* Letter to Brokers, Dealers, Commercial Banks, Trust Companies, and other
Nominees.
9(a)(5)* Letter to Clients of Brokers, Dealers, Commercial Banks, Trust Companies, and
other Nominees.
9(a)(6)* Letter to Shareholders, dated November 6, 1997.
9(a)(7)* Summary Instructions for Participating in the Offer.
9(a)(8)* Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9.
9(a)(9) Press Release.
9(a)(10) Summary Advertisement.
9(a)(11) Press Release.
9(b) Not applicable.
9(c) Not applicable.
9(d)* Tax Opinion of Hale and Dorr LLP
9(e) Not applicable.
9(f) Not applicable.
9(g)* Annual Report on Form 10-K for the year ended December 31, 1996 (Incorporated
by reference).
9(h)* Quarterly Report on Form 10-Q for the quarter ended June 30, 1997 (Incorporated
by reference).
</TABLE>
- ---------------
* Previously filed.
<PAGE> 1
Page 1
EXHIBIT 9(a)(9)
FOR IMMEDIATE RELEASE: November 12, 1997
CONTACT: Robert G. Seega, 508-389-2178 (days)
508-389-4966 (evenings)
[email protected] (electronic mail)
New England Electric System (NYSE:NES)
Announces Tender Offer for Preferred
Stock of Subsidiaries; Seeks Amendment of Provisions
Westborough, MA . . . .New England Electric System (NEES) has commenced
offers to purchase for cash any and all outstanding shares of preferred stock of
New England Power Company (NEP), Massachusetts Electric Company (Mass Electric),
and The Narragansett Electric Company (Narragansett). The amounts outstanding
for each company are $39.7 million, $50 million, and $36.5 million respectively,
for a total of $126.2 million. The series of preferred stock that NEES is
offering to purchase and the applicable purchase prices are as follows:
-more-
<PAGE> 2
Page 2
<TABLE>
<CAPTION>
New England Power Company Purchase Price
- ------------------------- --------------
<S> <C>
$100 par value
Dividend Series Preferred Stock
4.56% Series $ 90.30
4.60% Series $ 91.09
4.64% Series $ 91.88
6.08% Series $103.34
Cumulative Preferred Stock
6% $116.50
</TABLE>
<TABLE>
<CAPTION>
Massachusetts Electric Company Purchase Price*
- ------------------------------ ---------------
<S> <C>
$100 par value
Dividend Series Preferred Stock
4.44% Series $ 87.92
4.76% Series $ 94.26
6.99% Series $120.73
$25 par value
Preferred Stock - Cumulative
6.84% Series $ 27.00
</TABLE>
<TABLE>
<CAPTION>
The Narragansett Electric Company Purchase Price*
- --------------------------------- ---------------
<S> <C>
$50 par value
Cumulative Preferred Stock
4.50% Series $ 42.86
4.64% Series $ 45.94
6.95% Series $ 60.25
</TABLE>
*Plus accrued dividends.
The tender offers commenced on Friday, November 7, 1997, and are scheduled
to expire at 5:00 P.M., New York City time on Friday, December 12, 1997, unless
extended.
Concurrently with the offers, the boards of directors of NEP, Mass Electric
and Narragansett are soliciting proxies for use at special meetings of preferred
shareholders of NEP, Mass Electric and Narragansett to be held on Friday,
December 12, 1997
<PAGE> 3
Page 3
(the Special Meetings).
-more-
<PAGE> 4
Page 4
The Special Meetings are being held to consider amendments (the Proposed
Amendments), to NEP's and Mass Electric's By-Laws and Articles of Incorporation,
and Narragansett's Preferred Stock Provisions (together, the Provisions), which
would remove from the Provisions a limitation on NEP's, Mass Electric's, and
Narragansett's ability to issue unsecured debt without the prior approval of the
preferred shareholders. The Proposed Amendments will increase the financial
flexibility of and better prepare NEP, Mass Electric and Narragansett to face
the challenges of a competitive electric industry.
Preferred shareholders are required to vote in favor of the Proposed
Amendments in order to tender their shares. Each of NEES' tender offers is
conditioned upon, among other things, the Proposed Amendments being approved and
adopted at the Special Meetings. Preferred shareholders have the right to vote
on the Proposed Amendments regardless of whether they tender their shares.
If the Proposed Amendments are approved and adopted, NEP, Mass Electric
and Narragansett will make a special cash payment in the amount of $1.00 per
share for $100 par value shares except for NEP 6% Cumulative Preferred Stock, 50
cents per share for $50 par value shares, and 25 cents per share for $25 par
value shares to each preferred shareholder who voted in favor of the Proposed
Amendments, providing that such shares are not tendered to NEES' offers. Those
preferred shareholders who validly tender their shares will be entitled only to
the purchase price per share listed above.
The Dealer Manager for the tender offers is Merrill Lynch & Co.
(888-654-8637), and the Information Agent is Georgeson & Company Inc.
(800-223-2064).
New England Electric System, a public utility holding company headquartered in
Westborough, Massachusetts, serves more than 1.3 million homes and
<PAGE> 5
Page 5
businesses in three states. Retail subsidiaries include: Massachusetts Electric
Company, serving 959,000 customers in 146 communities; The Narragansett Electric
Company, serving 330,000 customers in 27 Rhode Island communities; Granite State
Electric Company, serving 36,000 customers in 21 New Hampshire communities; and
Nantucket Electric Company, serving 8,000 customers on Nantucket Island
(Massachusetts). New England Power Company, NEES's wholesale generation and
transmission subsidiary, owns and operates 20 generating stations.
- 30 -
<PAGE> 1
EXHIBIT 9.(a)(10)
This announcement is neither an offer to purchase nor a solicitation of an offer
to sell Shares. Each Offer is made solely by an Offer to Purchase and Proxy
Statement and the related Letter of Transmittal and Proxy, and is being made to
all Preferred Shareholders. New England Electric System is not aware of any
jurisdiction where the making of each Offer or the tender of Shares is not in
compliance with any applicable law. If New England Electric System becomes aware
of any jurisdiction where the making of each Offer or the tender of Shares is
not in compliance with applicable law, New England Electric System will make a
good faith effort to comply with such law. If, after such good faith effort, New
England Electric System cannot comply with such law, the applicable Offer will
not be made to (nor will tenders be accepted from or on behalf of) the owners of
Shares residing in such jurisdiction. In any jurisdiction where the securities,
blue sky or other laws require an Offer to be made by a licensed broker or
dealer, the applicable Offer shall be deemed to be made on behalf of New England
Electric System by Merrill Lynch & Co. or one or more registered brokers or
dealers licensed under the laws of such jurisdiction.
NEW ENGLAND ELECTRIC SYSTEM
NOTICE OF OFFER TO PURCHASE FOR CASH ANY AND ALL OUTSTANDING SHARES
OF THE FOLLOWING SERIES OF PREFERRED STOCK OF MASSACHUSETTS ELECTRIC COMPANY
75,000 SHARES, DIVIDEND SERIES PREFERRED STOCK, $100 PAR VALUE, 4.44% SERIES AT
A PURCHASE PRICE OF $87.92 PER SHARE, CUSIP NUMBER 575634 20 9
75,000 SHARES, DIVIDEND SERIES PREFERRED STOCK, $100 PAR VALUE, 4.76% SERIES AT
A PURCHASE PRICE OF $94.26 PER SHARE, CUSIP NUMBER 575634 30 8
200,000 SHARES, DIVIDEND SERIES PREFERRED STOCK, $100 PAR VALUE, 6.99% SERIES AT
A PURCHASE PRICE OF $120.73 PER SHARE, CUSIP NUMBER 575634 70 4
600,000 SHARES, PREFERRED STOCK--CUMULATIVE, $ 25 PAR VALUE, 6.84% SERIES AT A
PURCHASE PRICE OF $27.00 PER SHARE, CUSIP NUMBER 575634 80 3
<PAGE> 2
New England Electric System, a Massachusetts voluntary association
(NEES), invites the holders of each series of Preferred Stock listed above (each
a Series of Preferred or a Series, and each holder thereof a Preferred
Shareholder) of Massachusetts Electric Company, a Massachusetts corporation and
direct utility subsidiary of NEES (Mass. Electric), to tender any and all of
their shares of a Series of Preferred (the Shares) for purchase at the Purchase
price per Share listed above, plus accrued dividends, net to the seller in cash,
upon the terms and subject to the conditions set forth in the Offer to Purchase
and Proxy Statement (the Booklet) and in the accompanying Letter of Transmittal
and Proxy (which together constitute the Offer). NEES will purchase all Shares
validly tendered and not withdrawn, upon the terms and subject to the conditions
of the Offer.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., EASTERN
STANDARD TIME, ON FRIDAY, DECEMBER 12, 1997 (THE EXPIRATION DATE), UNLESS THE
OFFER IS EXTENDED.
THE OFFER FOR A SERIES OF PREFERRED IS NOT CONDITIONED UPON ANY MINIMUM NUMBER
OF SHARES OF ANY SERIES BEING TENDERED AND EACH IS INDEPENDENT OF THE OFFER FOR
ANY OTHER SERIES OF PREFERRED. THE OFFER, HOWEVER, IS CONDITIONED UPON, AMONG
OTHER THINGS, THE APPROVAL AND ADOPTION OF THE PROPOSED AMENDMENT, AS DESCRIBED
BELOW, AT THE SPECIAL MEETING OF SHAREHOLDERS. SEE TERMS OF THE OFFER-CERTAIN
CONDITIONS OF THE OFFER AND TERMS OF THE OFFER IN THE BOOKLET.
Concurrently with the Offer, the Board of Directors of Mass. Electric is
soliciting proxies from the Preferred Shareholders for use at the Special
<PAGE> 3
Meeting of Shareholders of Mass. Electric to be held at Mass. Electric's
principal office, 25 Research Drive, Westborough, Massachusetts, on December 12,
1997 at 4:30 p.m., Eastern Standard Time, or any adjournment or postponement of
such meeting (the Special Meeting). The Special Meeting is being held to
consider an amendment (the Proposed Amendment) to Mass. Electric's By-Laws and
Articles of Organization (the Provisions), which would remove from the
Provisions a limitation on Mass. Electric's ability to issue unsecured debt
without the prior approval of the Preferred Shareholders.
The Board of Directors of Mass. Electric recommends voting FOR the
Proposed Amendment.
Preferred Shareholders who wish to tender their Shares must vote in
favor of the Proposed Amendment. The Offer is further conditioned upon the
approval and adoption of the Proposed Amendment at the Special Meeting. If the
Proposed Amendment is approved and adopted by Mass. Electric's Preferred
Shareholders, Mass. Electric will make a Special Cash Payment (as defined in the
Booklet) in the amount of $1.00 per Share to each Dividend Series Preferred
Shareholder and $0.25 per Share to each Preferred Stock-Cumulative Shareholder
who voted in favor of the Proposed Amendment, but did not tender such Shares
pursuant to the Offer. Those Preferred Shareholders who validly tender their
Shares will be entitled only to the purchase price per Share listed above but
not the Special Cash Payment.
Preferred Shareholders who purchase or whose purchase settles or is
registered after the close of business on November 10, 1997 (the Record Date)
and who wish to tender in the Offer must arrange with their seller to receive a
duly completed, valid and unrevoked proxy (which may be in the form of an
irrevocable proxy as set forth in the Letter of Transmittal and Proxy)
<PAGE> 4
from the Preferred Shareholder on the Record Date of such Shares. In order to
facilitate receipt of proxies, Shares shall, during the period which commences
November 10, 1997 and which will end at the close of business on the Expiration
Date, trade in the over-the-counter market with a proxy providing the transferee
with the right to vote such acquired Shares in the proxy solicitation.
Any Preferred Shareholder desiring to accept the Offer and tender any or
all Shares should, on or prior to the Expiration Date, either (i) request such
Preferred Shareholder's broker, dealer, commercial bank, trust company, or other
nominee to effect the transaction for such Preferred Shareholder pursuant to the
procedure for book-entry transfer set forth in the Booklet under Terms of the
Offer-Procedure for Tendering Shares, or (ii) complete and sign the Letter of
Transmittal and Proxy in accordance with the instructions in the Letter of
Transmittal and Proxy, and mail or deliver it, the certificates for such Shares,
and any other required documents to IBJ Schroder Bank & Trust Company (the
Depositary). A Preferred Shareholder whose Shares are registered in the name of
a broker, dealer, commercial bank, trust company, or other nominee must contact
such broker, dealer, commercial bank, trust company, or other nominee if such
Preferred Shareholder desires to tender such Shares. Any Preferred Shareholder
who desires to tender Shares and whose certificates for such Shares are not
immediately available, or who cannot comply in a timely manner with the
procedure for book-entry transfer, should tender such Shares by following the
procedures for guaranteed delivery set forth in the Booklet under Terms of the
Offer-Procedure for Tendering Shares-Guaranteed Delivery Procedure.
EACH SERIES OF PREFERRED HAS ITS OWN LETTER OF TRANSMITTAL AND PROXY,
<PAGE> 5
AND ONLY THE APPLICABLE LETTER OF TRANSMITTAL AND PROXY FOR SUCH SERIES OF
PREFERRED OR A NOTICE OF GUARANTEED DELIVERY MAY BE USED TO TENDER SHARES OF
SUCH SERIES OF PREFERRED.
NEITHER NEES, MASS. ELECTRIC, THEIR RESPECTIVE BOARDS OF DIRECTORS, ANY
OF THEIR RESPECTIVE OFFICERS, NOR ANY OTHER PERSON AUTHORIZED BY THEM MAKES ANY
RECOMMENDATION TO ANY PREFERRED SHAREHOLDER AS TO WHETHER TO TENDER ANY OR ALL
SHARES. EACH PREFERRED SHAREHOLDER MUST MAKE SUCH PREFERRED SHAREHOLDER'S OWN
DECISION AS TO WHETHER TO TENDER SHARES AND, IF SO, HOW MANY SHARES TO TENDER.
Tenders of Shares made pursuant to the Offer may be withdrawn at any
time on or prior to the Expiration Date. Thereafter, such tenders are
irrevocable, except that they may be withdrawn after January 6, 1998, unless
previously accepted for payment as provided in the Booklet.
The Booklet is first being mailed to Preferred Shareholders on or about
November 7, 1997.
The information required to be disclosed by Rule 13e-4(d)(1) of the
General Rules and Regulations under the Securities Exchange Act of 1934, as
amended, is contained in the Booklet and is incorporated herein by reference.
The Booklet and the accompanying Letter of Transmittal and Proxy contain
important information which should be read before any decision is made with
respect to the Offer.
NEW ENGLAND ELECTRIC SYSTEM NOTICE OF OFFER TO PURCHASE FOR CASH ANY AND ALL
OUTSTANDING SHARES OF THE FOLLOWING SERIES OF PREFERRED STOCK OF NEW ENGLAND
POWER COMPANY 100,000 SHARES, DIVIDEND SERIES PREFERRED STOCK, 4.56% SERIES AT A
PURCHASE PRICE OF $90.30 PER SHARE
<PAGE> 6
CUSIP NUMBER 644188 10 4
80,140 SHARES, DIVIDEND SERIES PREFERRED STOCK, 4.60% SERIES AT A PURCHASE PRICE
OF $91.09 PER SHARE CUSIP NUMBER 644188 20 3
41,500 SHARES, DIVIDEND SERIES PREFERRED STOCK, 4.64% SERIES AT A PURCHASE PRICE
OF $91.88 PER SHARE CUSIP NUMBER 644188 70 8
100,000 SHARES, DIVIDEND SERIES PREFERRED STOCK, 6.08% SERIES AT A PURCHASE
PRICE OF $103.34 PER SHARE CUSIP NUMBER 644188 40 1
75,020 SHARES, 6% CUMULATIVE PREFERRED STOCK AT A PURCHASE PRICE OF $116.50 PER
SHARE CUSIP NUMBER 644188 30 2
New England Electric System, a Massachusetts voluntary association
(NEES), invites the holders of each series of Dividend Series Preferred Stock
(Dividend Series Preferred) listed above and the 6% Cumulative Preferred Stock
(the 6% Cumulative Preferred) (each such series or class a Series of Preferred
or a Series, and each holder thereof a Preferred Shareholder) of New England
Power Company, a Massachusetts corporation and direct utility subsidiary of NEES
(the Power Company), to tender any and all of their shares of a Series of
Preferred (the Shares) for purchase at the Purchase price per Share listed
above, plus dividends, net to the seller in cash, upon the terms and subject to
the conditions set forth in the Offer to Purchase and Proxy Statement and
Information Statement (the Booklet) and in the accompanying Letter of
Transmittal for the 6% Cumulative Preferred and Letter of Transmittal and Proxy
for the Dividend Series Preferred (collectively, the Letter of Transmittal and
Proxy) (which together constitute the Offer). NEES will purchase all Shares
validly tendered and not withdrawn, upon the terms
<PAGE> 7
and subject to the conditions of the Offer.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., EASTERN
STANDARD TIME, ON FRIDAY, DECEMBER 12, 1997 (THE EXPIRATION DATE), UNLESS THE
OFFER IS EXTENDED.
THE OFFER FOR EACH SERIES OF DIVIDEND SERIES PREFERRED AND THE OFFER FOR THE 6%
CUMULATIVE PREFERRED ARE NOT CONDITIONED UPON ANY MINIMUM NUMBER OF SHARES OF
ANY SERIES BEING TENDERED AND EACH IS INDEPENDENT OF THE OFFER FOR ANY OTHER
SERIES OF DIVIDEND SERIES PREFERRED OR THE 6% CUMULATIVE PREFERRED. THE OFFER,
HOWEVER, IS CONDITIONED UPON, AMONG OTHER THINGS, THE APPROVAL AND ADOPTION OF
THE PROPOSED AMENDMENT, AS DESCRIBED BELOW, AT THE SPECIAL MEETING OF
SHAREHOLDERS. SEE TERMS OF THE OFFER-CERTAIN CONDITIONS OF THE OFFER IN THE
BOOKLET.
Concurrently with the Offer, the Board of Directors of the Power Company
is soliciting proxies from the Dividend Series Preferred Shareholders for use at
the Special Meeting of Shareholders of the Power Company to be held at the Power
Company's principal office, 25 Research Drive, Westborough, Massachusetts, on
December 12, 1997 at 4:30 p.m., Eastern Standard Time, or any adjournment or
postponement of such meeting (the Special Meeting). The Board of Directors is
not asking holders of the 6% Cumulative Preferred for a proxy, and they are
requested not to send a proxy. They may, however, participate in the Offer. The
Special Meeting is being held to consider an amendment (the Proposed Amendment)
to the Power Company's By-Laws and
<PAGE> 8
Articles of Organization (together, the Provisions) which would remove from the
Provisions a limitation on the Power Company's ability to issue unsecured debt
without the prior approval of the Preferred Shareholders.
The Board of Directors of the Power Company recommends voting FOR the
Proposed Amendment.
Dividend Series Preferred Shareholders who wish to tender their shares
must vote in favor of the Proposed Amendment. The Offer is further conditioned
upon the approval and adoption of the Proposed Amendment at the Special Meeting.
If the Proposed Amendment is approved and adopted by the Power Company's
Shareholders, the Power Company will make a Special Cash Payment (as defined in
the Booklet) in the amount of $1.00 per Share to each Dividend Series Preferred
Shareholder who voted in favor of the Proposed Amendment but did not tender such
Shares pursuant to the Offer. Those Dividend Series Preferred Shareholders who
validly tender their Shares will be entitled only to the purchase price per
Share listed above but not the Special Cash Payment.
Dividend Series Preferred Shareholders who purchase or whose purchase
settles or is registered after the close of business on November 10, 1997 (the
Record Date) and who wish to tender in the Offer must arrange with their seller
to receive a duly completed, valid and unrevoked proxy (which may be in the form
of an irrevocable proxy as set forth in the Letter of Transmittal and Proxy)
from the Preferred Shareholder on the Record Date of such Shares. In order to
facilitate receipt of proxies, Shares shall, during the period which commences
November 10, 1997 and which will end at the close of business on the Expiration
Date, trade in the over-the-counter market with a proxy providing the transferee
with the right to vote such acquired Shares in the
<PAGE> 9
proxy solicitation.
Any Preferred Shareholder desiring to accept the Offer and tender any or
all Shares should, on or prior to the Expiration Date, either (i) request such
Preferred Shareholder's broker, dealer, commercial bank, trust company, or other
nominee to effect the transaction for such Preferred Shareholder pursuant to the
procedure for book-entry transfer set forth in the Booklet under Terms of the
Offer-Procedure for Tendering Shares, or (ii) complete and sign the Letter of
Transmittal and Proxy in accordance with the instructions in the Letter of
Transmittal and Proxy, and mail or deliver it, the certificates for such Shares,
and any other required documents to IBJ Schroder Bank & Trust Company (the
Depositary). A Preferred Shareholder whose Shares are registered in the name of
a broker, dealer, commercial bank, trust company, or other nominee must contact
such broker, dealer, commercial bank, trust company, or other nominee if such
Preferred Shareholder desires to tender such Shares. Any Preferred Shareholder
who desires to tender Shares and whose certificates for such Shares are not
immediately available, or who cannot comply in a timely manner with the
procedure for book-entry transfer, should tender such Shares by following the
procedures for guaranteed delivery set forth in the Booklet under Terms of the
Offer-Procedure for Tendering Shares-Guaranteed Delivery Procedure.
EACH SERIES OF PREFERRED HAS ITS OWN LETTER OF TRANSMITTAL AND PROXY,
AND ONLY THE APPLICABLE LETTER OF TRANSMITTAL AND PROXY FOR SUCH SERIES OF
PREFERRED OR A NOTICE OF GUARANTEED DELIVERY MAY BE USED TO TENDER SHARES OF
SUCH SERIES OF PREFERRED.
NEITHER NEES, THE POWER COMPANY, THEIR RESPECTIVE BOARDS OF DIRECTORS,
ANY OF THEIR RESPECTIVE OFFICERS, NOR ANY OTHER PERSONS
<PAGE> 10
AUTHORIZED BY THEM MAKES ANY RECOMMENDATION TO ANY PREFERRED SHAREHOLDER AS TO
WHETHER TO TENDER ANY OR ALL SHARES. EACH PREFERRED SHAREHOLDER MUST MAKE SUCH
PREFERRED SHAREHOLDER'S OWN DECISION AS TO WHETHER TO TENDER SHARES AND, IF SO,
HOW MANY SHARES TO TENDER.
Tenders of Shares made pursuant to the Offer may be withdrawn at any
time on or prior to the Expiration Date. Thereafter, such tenders are
irrevocable, except that they may be withdrawn after January 6, 1998, unless
previously accepted for payment as provided in the Booklet.
The Booklet is first being mailed to Preferred Shareholders on or about
November 7, 1997.
The information required to be disclosed by Rule 13e-4(d)(1) of the
General Rules and Regulations under the Securities Exchange Act of 1934, as
amended, is contained in the Booklet and is incorporated herein by reference.
The Booklet and the accompanying Letter of Transmittal and Proxy contain
important information which should be read before any decision is made with
respect to the Offer.
NEW ENGLAND ELECTRIC SYSTEM NOTICE OF OFFER TO PURCHASE FOR CASH ANY AND ALL
OUTSTANDING SHARES OF THE FOLLOWING SERIES OF PREFERRED STOCK OF NARRAGANSETT
ELECTRIC COMPANY 180,000 SHARES, PREFERRED STOCK, 4.50% SERIES AT A PURCHASE
PRICE OF $42.86 PER SHARE CUSIP NUMBER 631005 20 4
150,000 SHARES, PREFERRED STOCK, 4.64% SERIES AT A PURCHASE PRICE OF $45.94 PER
SHARE CUSIP NUMBER 631005 30 3
400,000 SHARES, PREFERRED STOCK, 6.95% SERIES AT A PURCHASE PRICE OF $60.25 PER
SHARE CUSIP NUMBER 631005 50 1
New England Electric System, a Massachusetts voluntary association
(NEES), invites the holders of each series of Preferred Stock listed above
<PAGE> 11
(each a Series of Preferred or a Series, and each holder thereof a Preferred
Shareholder) of the Narragansett Electric Company, a Rhode Island corporation
and direct utility subsidiary of NEES (Narragansett), to tender any and all of
their shares of a Series of Preferred (the Shares) for purchase at the Purchase
price per Share listed above, plus accrued dividends, net to the seller in cash,
upon the terms and subject to the conditions set forth in the Offer to Purchase
and Proxy Statement (the Booklet) and in the accompanying Letter of Transmittal
and Proxy (which together constitute the Offer). NEES will purchase all Shares
validly tendered and not withdrawn, upon the terms and subject to the conditions
of the Offer.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., EASTERN
STANDARD TIME, ON FRIDAY, DECEMBER 12, 1997 (THE EXPIRATION DATE), UNLESS THE
OFFER IS EXTENDED.
THE OFFER FOR A SERIES OF PREFERRED IS NOT CONDITIONED UPON ANY MINIMUM NUMBER
OF SHARES OF ANY SERIES BEING TENDERED AND EACH IS INDEPENDENT OF THE OFFER FOR
ANY OTHER SERIES OF PREFERRED. THE OFFER, HOWEVER, IS CONDITIONED UPON, AMONG
OTHER THINGS, THE APPROVAL AND ADOPTION OF THE PROPOSED AMENDMENT, AS DESCRIBED
BELOW, AT THE SPECIAL MEETING OF SHAREHOLDERS. SEE TERMS OF THE OFFER-CERTAIN
CONDITIONS OF THE OFFER AND TERMS OF THE OFFER IN THE BOOKLET.
Concurrently with the Offer, the Board of Directors of Narragansett is
soliciting proxies from the Preferred Shareholders for use at the Special
Meeting of Shareholders of Narragansett to be held at Narragansett's principal
office, 280 Melrose Street, Providence, Rhode Island, on
<PAGE> 12
December 12, 1997 at 4:30 p.m., Eastern Standard Time, or any adjournment or
postponement of such meeting (the Special Meeting). The Special Meeting is being
held to consider an amendment (the Proposed Amendment) to Narragansett's
Preferred Stock Provisions (the Provisions) which would remove from the
Provisions a limitation on Narragansett's ability to issue unsecured debt
without the prior approval of the Preferred Shareholders.
The Board of Directors of Narragansett recommends voting FOR the
Proposed Amendment.
Preferred Shareholders who wish to tender their Shares pursuant to the
Offer must vote in favor of the Proposed Amendment. The Offer is further
conditioned upon the approval and adoption of the Proposed Amendment at the
Special Meeting. If the Proposed Amendment is approved and adopted by
Narragansett's Preferred Shareholders, Narragansett will make a Special Cash
Payment (as defined in the Booklet) in the amount of $0.50 per Share to each
Preferred Shareholder who voted in favor of the Proposed Amendment, but did not
tender such Shares pursuant to the Offer. Those Shareholders who validly tender
their Shares will be entitled only to the purchase price per Share listed above
but not the Special Cash Payment.
Preferred Shareholders who purchase or whose purchase settles or is
registered after the close of business on November 10, 1997 (the Record Date)
and who wish to tender in the Offer must arrange with their seller to receive a
duly completed, valid and unrevoked proxy (which may be in the form of an
irrevocable proxy as set forth in the Letter of Transmittal and Proxy) from the
Preferred Shareholder on the Record Date of such Shares. In order to facilitate
receipt of proxies, Shares shall, during the period which commences November 10,
1997 and which will end at the close of business on
<PAGE> 13
the Expiration Date, trade in the over-the-counter market with a proxy providing
the transferee with the right to vote such acquired Shares in the proxy
solicitation.
Any Preferred Shareholder desiring to accept the Offer and tender any or
all Shares should, on or prior to the Expiration Date, either (i) request such
Preferred Shareholder's broker, dealer, commercial bank, trust company, or other
nominee to effect the transaction for such Preferred Shareholder pursuant to the
procedure for book-entry transfer set forth in the Booklet under Terms of the
Offer_Procedure for Tendering Shares, or (ii) complete and sign the Letter of
Transmittal and Proxy in accordance with the instructions in the Letter of
Transmittal and Proxy, and mail or deliver it, the certificates for such Shares,
and any other required documents to IBJ Schroder Bank & Trust Company (the
Depositary). A Preferred Shareholder whose Shares are registered in the name of
a broker, dealer, commercial bank, trust company, or other nominee must contact
such broker, dealer, commercial bank, trust company, or other nominee if such
Preferred Shareholder desires to tender such Shares. Any Preferred Shareholder
who desires to tender Shares and whose certificates for such Shares are not
immediately available, or who cannot comply in a timely manner with the
procedure for book-entry transfer, should tender such Shares by following the
procedures for guaranteed delivery set forth in the Booklet under Terms of the
Offer-Procedure for Tendering Shares-Guaranteed Delivery Procedure.
EACH SERIES OF PREFERRED HAS ITS OWN LETTER OF TRANSMITTAL AND PROXY,
AND ONLY THE APPLICABLE LETTER OF TRANSMITTAL AND PROXY FOR SUCH SERIES OF
PREFERRED OR A NOTICE OF GUARANTEED DELIVERY MAY BE USED TO TENDER SHARES OF
SUCH SERIES OF PREFERRED.
<PAGE> 14
NEITHER NEES, NARRAGANSETT, THEIR RESPECTIVE BOARDS OF DIRECTORS, ANY OF
THEIR RESPECTIVE OFFICERS, NOR ANY OTHER PERSON AUTHORIZED BY THEM MAKES ANY
RECOMMENDATION TO ANY PREFERRED SHAREHOLDER AS TO WHETHER TO TENDER ANY OR ALL
SHARES. EACH PREFERRED SHAREHOLDER MUST MAKE SUCH PREFERRED SHAREHOLDER'S OWN
DECISION AS TO WHETHER TO TENDER SHARES AND, IF SO, HOW MANY SHARES TO TENDER.
Tenders of Shares made pursuant to the Offer may be withdrawn at any
time on or prior to the Expiration Date. Thereafter, such tenders are
irrevocable, except that they may be withdrawn after January 6, 1998, unless
previously accepted for payment as provided in the Booklet.
The Booklet is first being mailed on or about November 7, 1997.
The information required to be disclosed by Rule 13e-4(d)(1) of the
General Rules and Regulations under the Securities Exchange Act of 1934, as
amended, is contained in the Booklet and is incorporated herein by reference.
The Booklet and the accompanying Letter of Transmittal and Proxy contain
important information which should be read before any decision is made with
respect to the Offer.
Questions and requests for assistance may be directed to the Information
Agent or the Dealer Manager as set forth below. Requests for copies of each
Booklet and each related Letter of Transmittal and Proxy or other tender offer
or proxy materials may be directed to the Information Agent and such copies will
be furnished promptly at New England Electric System's expense. Preferred
Shareholders may also contact their local broker, dealer, commercial bank or
trust company for assistance concerning each Offer.
The Information Agent for the Offers is:
Georgeson & Company Inc.
Wall Street Plaza
New York, New York 10005
<PAGE> 15
Banks and Brokers Call Collect: (212)440-9800
All Others Call Toll-Free:(800) 223-2064
The Dealer Manager for the Offers is:
MERRILL LYNCH & CO.
World Financial Center
250 Vesey Street
New York, New York 10281
(888) ML4-TNDR (toll-free)
(888) 654-8637 (toll-free)
Attn: Susan L. Weinberg
November 12, 1997
<PAGE> 1
Page 1
EXHIBIT 9(a)(11)
FOR IMMEDIATE RELEASE: December 15, 1997
CONTACT: Robert G. Seega 508-389-2178 (days)
508-949-1796 (evenings)
[email protected] (electronic mail)
NEW ENGLAND ELECTRIC SYSTEM ANNOUNCES
EXPIRATION OF OFFER TO PURCHASE
PREFERRED STOCK OF SUBSIDIARIES
Westborough, MA . . . . New England Electric System (NYSE:NES)
announced that its offer to purchase any and all shares of preferred stock of
New England Power Company (NEP), Massachusetts Electric Company (Mass.
Electric), and The Narragansett Electric Company (Narragansett) 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.
- more -
<PAGE> 2
Page 2
<TABLE>
<CAPTION>
Approximate
Number of
Shares Price per
New England Power Company Tendered Share
- ------------------------- -------- -----
<S> <C> <C>
$100 par value
Dividend Series Preferred Stock
4.56% Series 86,350 $ 90.30
4.60% Series 43,574 $ 91.09
4.64% Series 40,250 $ 91.88
6.08% Series 64,021 $ 103.34
Cumulative Preferred Stock
6% 55,660 $ 116.50
</TABLE>
The total number of NEP preferred shares tendered represents 73.1% of the
total outstanding shares of NEP preferred stock.
<TABLE>
<CAPTION>
Approximate
Number of
Shares Price per
Massachusetts Electric Company Tendered Share*
- ------------------------------ -------- ------
<S> <C> <C>
$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
</TABLE>
*plus accrued dividends
The total number of Mass. Electric preferred shares tendered represents
68.2% of the total outstanding shares of Mass. Electric preferred stock.
- more -
<PAGE> 3
Page 3
<TABLE>
<CAPTION>
Approximate
Number of
Shares Price per
The Narragansett Electric Company Tendered Share*
- --------------------------------- -------- ------
<S> <C> <C>
$50 par value
Cumulative Preferred Stock
4.50% Series 128,425 $42.86
4.64% Series 88,504 $45.94
6.95% Series 254,950 $60.25
</TABLE>
*plus accrued dividends
The total number of Narragansett preferred shares tendered represents
64.6% of the total outstanding shares of Narragansett preferred stock. The
actual number of shares tendered for purchase of each of the companies will
depend on the final report of the depositary and subsequent confirmation of
proper delivery.
In addition, special meetings of preferred shareholders of NEP, Mass.
Electric, and Narragansett were held on Friday, December 12, 1997 at which
amendments to NEP's and Mass. Electric's By-Laws and Articles of Incorporation,
and Narragansett's Preferred Stock Provisions (together, the Provisions) were
passed by more than the necessary two-thirds majority of each of the companies'
preferred shareholders which removed from the Provisions a limitation on each
companies' ability to issue unsecured debt without the prior approval of the
preferred shareholders. These amendments increase the financial flexibility of
and better prepare NEP, Mass. Electric and Narragansett to face the challenges
of a competitive electric industry.
Merrill Lynch acted as Dealer Manager for the tender offers.
New England Electric system, a public utility holding company headquartered in
Westborough, Massachusetts, serves more than 1.3 million homes and businesses in
three states. Retail subsidiaries include: Massachusetts Electric Company,
serving 959,000 customers in 146 communities; The Narragansett Electric Company,
serving 330,000 customers in 27 Rhode Island communities; Granite State Electric
Company, serving 36,000 customers in 21 New Hampshire communities; and Nantucket
Electric Company, serving 8,000 customers on Nantucket Island (Massachusetts).
New England Power Company, NEES's wholesale generation and transmission
subsidiary, owns and operates 20 generating stations.
