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File No. 70-8475
SECURITIES AND EXCHANGE COMMISSION
45 Fifth Street, N.W.
Washington, DC 20549
CERTIFICATE OF NOTIFICATION
Pursuant to Rule 24(a) under the Public
Utility Holding Company Act of 1935
Filed by
NEW ENGLAND ELECTRIC SYSTEM
NEW ENGLAND ELECTRIC RESOURCES, INC.
It is hereby certified that as of May 23, 1995, certain transactions
covered by the statement on Form U-1 and amendments thereto, and the Order of
the Securities and Exchange Commission in this file dated April 26, 1995, with
respect thereto have been carried out, in accordance with the terms and
conditions of and for the purpose represented in said statement and Order of
the Commission, as follows:
New England Electric Resources, Inc. (NEERI) has purchased shares of
Separation Technologies, Inc.'s (STI) 6% cumulative convertible
preferred stock (the Shares) at a price of $6.50 per share, for a total
equity investment of $999,999. In connection with the purchase of the
Shares, NEERI and STI have executed a Subscription Agreement and a
Registration Rights Agreement; copies of these executed agreements are
filed with this Certificate of Notification as Exhibits A and B.
New England Electric System provided additional financing to NEERI in
the amount of $999,999, in the form of non-interest bearing subordinated
debt, to permit NEERI to make this investment in STI.
The required "past tense" opinion of counsel is attached hereto as
Exhibit I.
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SIGNATURE
Pursuant to the requirements of the Public Utility Holding Company Act
of 1935, each of the undersigned companies has duly caused this Certificate of
Notification (Commission's File No. 70-8475) 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
NEW ENGLAND ELECTRIC RESOURCES, INC.
s/John G. Cochrane
By:_________________________________
John G. Cochrane, Treasurer
Date: May 25, 1995
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. 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
assumed or shall be held to any liability therefor.
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EXHIBIT INDEX
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Exhibit No. Description Page
----------- ----------- ----
Exhibit A Subscription Agreement Filed under
Cover of Form SE
Exhibit B Registration Rights Filed under
Agreement Cover of Form SE
Exhibit I Past Tense Opinion of Counsel Filed Herewith
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25 Research Drive, Westborough, Massachusetts 01582
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Exhibit I
May 24, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: New England Electric System
New England Electric Resources, Inc.
File No. 70-8475
Dear Sirs:
The statement on Form U-1 filed in the above proceeding was permitted to
become effective by the Commission's Order dated April 26, 1995. As counsel
for the above named companies, I have reviewed the following actions taken
subsequent to my opinion dated April 10, 1995, to carry out the transactions
described in the statement:
New England Electric Resources, Inc. (NEERI) has purchased shares of
Separation Technologies, Inc.'s (STI) 6% cumulative convertible
preferred stock (the Shares) at a price of $6.50 per share, for a total
equity investment of $999,999. In connection with the purchase of the
Shares, NEERI and STI have executed a Subscription Agreement and a
Registration Rights Agreement; copies of these executed agreements are
filed as exhibits with the Certificate of Notification to which this
opinion is also an exhibit.
New England Electric System provided additional financing to NEERI in
the amount of $999,999, in the form of non-interest bearing subordinated
debt, to permit NEERI to make this investment in STI.
I have reviewed the above mentioned opinion, which was filed by
amendment as Exhibit F to the statement on Form U-1 in the above proceeding,
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/Kirk L. Ramsauer
Kirk L. Ramsauer
Assistant General Counsel
