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File No. 70-8453
SECURITIES AND EXCHANGE COMMISSION
450 Fifth Street, N.W.
Washington, DC 20549
Amendment No. 1
To
FORM U-1
APPLICATION/DECLARATION
UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
NEW ENGLAND ELECTRIC SYSTEM
25 Research Drive
Westborough, Massachusetts 01582
(Name of Company filing this statement and
address of Principal Executive Office)
NEW ENGLAND ELECTRIC SYSTEM
(Name of top registered holding company parent of applicant)
Michael E. Jesanis Robert King Wulff
Treasurer Corporation Counsel
25 Research Drive 25 Research Drive
Westborough, MA 01582 Westborough, MA 01582
(Names and address of agents for service)
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Form U-1 Application/Declaration under the Public Utility
Holding Company Act of 1935, File No. 70-8453, is hereby amended
as follows:
1. The fourth paragraph of Item 1 is amended to read as
follows:
NEES currently does not expect to incur short-term
borrowings during the applicable period. Nevertheless, NEES
believes the requested $100 million short-term borrowing
authority is necessary in order for it to act quickly in response
to an emergency affecting it, or one or more of its subsidiaries.
For example, if NEES subsidiaries were restricted from paying
quarterly dividends, then NEES would need to borrow to pay its
common dividend. A short-term debt authority of $100 million
would allow NEES to continue its current dividend level for two
quarters absent cash dividends from its subsidiaries. This
should give the subsidiaries adequate time to resolve the
dividend payment restriction. Further, given the current
uncertainty in the electric utility industry, there is always the
possibility that a subsidiary of NEES would be unable to access
capital markets. If any subsidiary of NEES was denied access to
the capital markets, their only emergency source of cash is NEES.
NEES access to $100 million of short-term funds would give the
subsidiaries time to satisfactorily function while the emergency
situation is resolved.
2. Item 6 is amended by supplying Exhibit F, Legal Opinion,
filed herewith.
3. Item 6 is amended by adding under Financial Statements a
pro forma to the capital structure of NEES.
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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, as indicated, by the
undersigned officer thereunto duly authorized.
NEW ENGLAND ELECTRIC SYSTEM
s/Michael E. Jesanis
By: _____________________________
Michael E. Jesanis
Treasurer
Date: October 12, 1994
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.
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EXHIBIT INDEX
-------------
Exhibit Description Page
- ------- ----------- ----
Pro Forma to the Capital Structure Filed herewith
of NEES
F Opinion of Counsel Filed herewith
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NEW ENGLAND ELECTRIC SYSTEM
(Parent Company Only)
Capital Structure Proformed to Include
$100 Million of Short-Term Debt
At March 31, 1994
(Unaudited)
(In Thousands)
Common share equity:
Common shares, par value $1 per share:
Authorized - 150,000,000 shares
Outstanding - 64,969,652 shares $ 64,970
Paid-in capital 736,567
Retained earnings (including $564,119,000 of
undistributed subsidiary earnings) 760,965
----------
Total common share equity 1,562,502
----------
Short-term debt 100,000
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Exhibit F
25 Research Drive, Westborough, Massachusetts 01582
===================================================
October 11, 1994
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: File No. 70-8453
Dear Commissioners:
New England Electric System (NEES) has filed an
Application/Declaration on Form U-1 on August 12, 1994, relating to
short-term borrowings by NEES from banks in amounts not to exceed a
maximum aggregate amount of $100,000,000 outstanding at any one time.
It is my opinion that NEES is a voluntary association duly
created in The Commonwealth of Massachusetts under an Agreement and
Declaration of Trust dated as of January 2, 1926, as amended; that the
Trustee of NEES, The First National Bank of Boston, has power with the
consent or at the direction of the NEES Board of Directors, to borrow
money, and to issue bonds or other securities or obligations therefor;
and that the Board of Directors of NEES has authorized borrowing to a
maximum of $60,000,000. I have been advised that NEES will not exceed
that limitation unless and until the Board of Directors so authorizes.
No vote of the shareholders of NEES is required, nor is the approval
of any state or Federal commission necessary to permit NEES to make
such borrowings other than the Securities and Exchange Commission.
Based upon the foregoing and subject to necessary action by the
Board of Directors of NEES as well as appropriate action by the
Commission under the Public Utility Holding Company Act of 1935, it is
may opinion that, in the event the proposed transactions are carried
out in accordance with the statement on Form U-1 as it is now being
amended:
(a) All state laws applicable to the proposed transactions will
have been complied with;
(b) NEES is validly organized and duly existing, and the notes
representing the borrowings, when duly executed and
delivered and when the consideration therefore has been
received, will be valid and binding obligations of NEES in
accordance with their terms, subject to laws of general
application affecting the rights and remedies of creditors;
and
(c) The consummation of the proposed transactions will not
violate the legal rights of the holders of any securities
issued by NEES or any associate company thereof.
I hereby consent to the use of this opinion in connection with
the statement on Form U-1, as amended, filed with the Securities and
Exchange Commission with reference to said transactions.
Very truly yours,
s/Robert King Wulff
Robert King Wulff
Corporation Counsel
