<PAGE>
File No. 70-6938
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Certificate of Notification
Pursuant to Rule 24 under the Public Utility
Holding Company Act of 1935
New England Electric System (The Company)
In accordance with the terms and conditions of and for the purposes
represented in the statement on Form U-1 and amendments thereto, and the
Orders of the Securities and Exchange Commission dated September 14, 1977
(HCAR No. 20173), July 6, 1979 (HCAR No. 2113), March 15, 1984 (HCAR No.
23246) and November 22, 1988 (HCAR No. 24754), authorization has been given to
issue Company shares under the New England Electric System Companies
Employees' Share Ownership Plan (the Plan).
As a result of a merger of the Plan into the New England Electric System
Companies Thrift Plan and Thrift Plan II, shares will no longer be issued
under the Plan. No Company shares have been issued pursuant to the Plan since
the filing of the last Certificate of Notification for the Plan dated June 30,
1991. A past tense legal opinion is filed as Exhibit A hereto.
This attests to the issuance of shares under the Plan having been done
in accordance with the terms and conditions of and for the purpose represented
in the applicable application/declaration, as amended, and orders of the
Commission.
SIGNATURE
Pursuant to the Requirements of the Public Utility Holding Company Act
of 1935, the undersigned Company has duly caused this Certificate of
Notification (Commission's File No. 70-6938) 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
Dated: May 16, 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.
<PAGE>
EXHIBIT INDEX
Exhibit No. Description Page
- ----------- ----------- ----
A Opinion of Counsel Filed herewith
<PAGE>
Exhibit A
25 RESEARCH DRIVE, WESTBOROUGH, MASSACHUSETTS 01582
----------------------------------------------------
May 16, 1994
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: New England Electric System
Employees' Share Ownership Plan
File No. 70-6938
Dear Commissioners:
The statement on Form U-1, as amended, relating to the issue and sale of
New England Electric System common shares under the New England Electric
System Companies Employees' Share Ownership Plan (the Plan) was permitted to
become effective by the Commission's orders dated September 14, 1977, July 6,
1979, March 15, 1984 and November 22, 1988. I have reviewed the following
actions taken subsequent to the opinions dated August 9, 1977, June 27, 1974,
February 29, 1984 and February 14, 1986, which were filed as Exhibit F to the
Statement on Form U-1, as amended, to carry out transactions described in the
statement:
Issue of Shares
- ---------------
1. New England Electric System (the Company or NEES) is an
unincorporated voluntary association duly created in The
Commonwealth of Massachusetts under an Agreement and Declaration
of Trust dated January 2, 1926, as amended. The presently
authorized share capital of the Company consists of 150,000,000
common shares of the par value of $1 each of which 64,969,652
shares are issued and outstanding.
2. As stated above, appropriate action by the Commission under the
Public Utility Holding Company Act of 1935 was taken by orders
dated September 14, 1977 (HCAR No. 20173), July 6, 1979 (HCAR No.
2113), March 15, 1984 (HCAR No. 23246) and November 22, 1988 (HCAR
No. 24754).
3. Registration statements relating to the issuance of
authorized/unissued shares under the Securities Act of 1933 were
filed with the Commission on August 9, 1977, May 22, 1979, and
February 16, 1984.
4. Of the 2,916,793 total NEES common shares authorized to be issued
under the Plan, 1,114,616 shares remain unissued.
<PAGE>
-2-
With respect to the issuance of authorized/unissued shares under the
Plan, I have reviewed the above-mentioned opinion, and I hereby confirm the
various opinions and statements contained therein. It is my further opinion
that the foregoing transactions have been carried out in accordance with the
statement.
Very truly yours,
s/Robert King Wulff
Robert King Wulff
Corporation Counsel
