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File No. 70-7753
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM U-1
APPLICATION/DECLARATION
UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
NEW ENGLAND ELECTRIC SYSTEM
(Name of company filing this statement)
25 Research Drive, Westborough, Massachusetts 01582
(Address of principal executive offices)
NEW ENGLAND ELECTRIC SYSTEM
(Name of top registered holding company parent in system)
Michael E. Jesanis Robert King Wulff
Treasurer Corporation Counsel
25 Research Drive 25 Research Drive
Westborough, MA 01582 Westborough, MA 01582
(Names and addresses of agents for service)
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Item I. Description of Proposed Transaction
By orders dated August 30, 1984 (HCAR No. 23404),
January 10, 1986 (HCAR No. 23987), November 22, 1988 (HCAR No.
24753) and August 7, 1990 (HCAR No. 25128) (File No. 70-7753),
the Commission permitted to become effective an Application/
Declaration, as amended, under which New England Electric System
(NEES or the Company) proposed to issue and sell from time to
time through December 31, 1994, an aggregate of up to 1,395,902
shares of its authorized but unissued common shares, $1 par
value, pursuant to the New England Electric System Companies
Incentive Thrift Plan II (the Plan), formerly referred to as the
New England Electric System Companies Tax Deferred Savings Plan.
The Plan is sponsored by the following NEES subsidiaries: New
England Power Service Company; New England Power Company;
Massachusetts Electric Company; Granite State Electric Company;
and The Narragansett Electric Company (collectively referred to
as the Employer). Through September 30, 1994, NEES issued
473,086 shares pursuant to the Plan leaving a balance of 922,816
authorized but unissued shares.
The proceeds from the sale of any common shares will be
added to the general funds of the Company and be used for any or
all of the following purposes: (i) investment in the Company's
subsidiaries, through loans or advances to such subsidiaries,
purchases of additional shares of their capital stocks, or
capital contributions, (ii) payment of indebtedness of the
Company, or (iii) general purposes of the Company.
The Company now proposes to further extend the period for
issuing common shares under the Plan to December 31, 1997.
Neither NEES nor any subsidiary has an ownership interest in
an exempt wholesale generator ("EWG") or foreign utility company
("FUCO") as defined in Sections 32 and 33 of the Act.
Additionally, neither New England Electric System nor any
subsidiary is a part to, or has any rights under, a service,
sales, or construction agreement with an EWG or a FUCO. Although
neither New England Electric System nor any subsidiary has any
current intention to secure an ownership interest in an EWG or
FUCO, NEES wishes to retain the flexibility to invest up to a
total of $100 million in one or more EWGs or FUCOs, subject to
such further Commission rules and regulations and approvals as
may then be required. Said $100 million total shall consist of
the same $100 million authority granted to NEES and its
subsidiary companies (File No. 70-8261), approved by the
Commission by orders dated October 29 and September 1, 1993 (HCAR
Nos. 25913 and 25933), and shall not be considered exclusive
thereof.
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The Plan
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Employees who are covered by a collective bargaining
agreement that has accepted the Plan and have completed one year
of service are eligible to join the Plan.
The purpose of the Plan continues to be to encourage
employee thrift and increase employee motivation by establishing
a formal plan providing salary reduction contributions on behalf
of participants as well as employer contributions, including ones
linked to corporate results.
Investment of Funds
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All contributions are held in trust pursuant to an agreement
with T. Rowe Price Trust Company (the Trustee).
Administration
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The Benefits Committee is the named fiduciary with authority
to control and manage the operation and administration of the
Plan. Among other duties, the Benefits Committee delivers or
causes to be delivered to each participant proxy statements and
other communications which are distributed to owners of NEES
common shares. Each participant or beneficiary has the right
confidentially to direct the Trustee to exercise the voting
rights with respect to all the whole and fractions of NEES common
shares allocated to his account. The Trustee votes undirected
shares proportionately. In addition, participants have the right
confidentially to direct the Trustee to tender or exchange NEES
common shares held in their accounts in the event of a tender or
exchange offer. The Trustee will exercise its discretion whether
to tender or exchange shares for which no instructions are
received.
The Employers pay the fees and expenses of the Trustee and
for recordkeeping.
Issue of Common Shares to the Plan
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Employees participating in the Plan may choose from among a
number of investment alternatives in which to invest salary
reduction contributions made on their behalf, including common
shares of NEES. Additional Employer contributions, including
those linked to corporate results, are invested in NEES common
shares.
The shares available for issuance under the Plan currently
come from purchases on the open market, although the Plan
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provides that the Company may elect to either purchase shares on
the open market or from authorized, but unissued common shares.
Up until April, 1991, shares had been purchased directly from the
Company. Since that time, they have been purchased on the open
market.
The decision of whether to re-commence purchasing shares
from NEES will take into account NEES' need for common equity,
general market conditions, and the relationship between the
purchase price and the book value per share.
NEES common shares purchased on the open market are priced
for each participant's account at the average purchase price of
all shares purchased. The price of any NEES common shares
purchased from NEES will be based upon the average of the high
and low prices of NEES common shares on the New York Stock
Exchange - Composite Transactions as reported in the Wall Street
Journal for the five consecutive trading days ending with the
Investment Date (as defined in the Plan).
Item 6. Exhibits and Financial Statements
H-1 Proposed Form of Notice
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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
Post-Effective Amendment No. 1 to be signed on its behalf, as
indicated, by the undersigned officer thereunto duly authorized.
NEW ENGLAND ELECTRIC SYSTEM
s/Michael E. Jesanis
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 No. Description Page
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H-1 Proposed Form of Notice Filed herewith
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Exhibit H-1
Proposed Form of Notice
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NOTICE OF PROPOSED EXTENSION OF AUTHORIZATION TO ISSUE
ADDITIONAL COMMON SHARES PURSUANT TO
INCENTIVE THRIFT PLAN II
New England Electric System (NEES or the Company),
25 Research Drive, Westborough, Massachusetts 01582, a registered
holding company, has filed Post-Effective Amendment No. 1 to its
Application/Declaration with this Commission pursuant to Sections
6 and 7 of the Public Utility Holding Company Act of 1935 and
Rule 50(a)(5) thereunder.
By orders dated August 30, 1984 (HCAR No. 23404),
January 10, 1986 (HCAR No. 23987), November 22, 1988 (HCAR No.
24753) and August 7, 1990 (HCAR No. 25128) (File No. 70-7753) the
Commission permitted to become effective an Application/
Declaration, as amended, under which New England Electric System
(NEES or the Company) proposed to issue and sell from time to
time through December 31, 1994, an aggregate of up to 1,395,902
shares of its authorized by unissued common shares, $1 par value,
pursuant to the New England Electric System Companies Incentive
Thrift Plan II (the Plan), formerly referred to as the New
England Electric System Companies Tax Deferred Savings Plan. The
Plan is sponsored by certain NEES subsidiaries (the Employer).
Through September 30, 1994, NEES issued 473,086 shares pursuant
to the Plan leaving a balance of 922,816 authorized but unissued
shares.
The Company now proposes to further extend the period for
issuing common shares under the Plan to December 31, 1997.
The proceeds from the sale of any common shares will be
added to the general funds of the Company and be used for any or
all of the following purposes: (i) investment in the Company's
subsidiaries, through loans or advances to such subsidiaries,
purchases of additional shares of their capital stocks, or
capital contributions, (ii) payment of indebtedness of the
Company, or (iii) general purposes of the Company.
The proposal and any amendments thereto are available for
public inspection through the Commission's Office of Public
Reference. Interested persons wishing to comment or request a
hearing should submit their views in writing by to
the Secretary, Securities and Exchange Commission, Washington
D.C. 20549, and serve a copy on the applicant at the address
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specified above. Proof of service (by affidavit or, in the case
of an attorney at law by certificate) should be filed with the
request. Any request for a hearing shall identify specifically
the issues of fact or law that are disputed. A person who so
requests will be notified of any hearing, if ordered, and will
receive a copy of any notice or order issued in this matter.
After said date, the proposal, as filed or as it may be amended,
may be authorized.
For the Commission, by the Office of Public Utility
Regulation, pursuant to delegated authority.
