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File No. 70-8675
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
AMENDMENT NO. 3
TO
FORM U-1
APPLICATION/DECLARATION
UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
NEW ENGLAND ELECTRIC SYSTEM
NEW ENGLAND POWER COMPANY
MASSACHUSETTS ELECTRIC COMPANY
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, Massachusetts 01582 Westborough, Massachusetts 01582
(Names and addresses of agents for service)
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Form U-1 Application/Declaration under the Public Utility
Holding Company Act of the 1935, File No. 70-8675 amended by
Amendment No. 1 dated November 9, 1995, and Amendment No. 2 dated
December 26, 1995, is hereby further amended by this Amendment
No. 3.
By supplying the following exhibit under Item 6. Exhibits and
Financial Statements
(a) Exhibits
F-1 Opinion of Counsel
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SIGNATURE
---------
Pursuant to the requirements of the Public Utility Holding
Company Act of 1935, the undersigned companies have duly caused
this Amendment No. 3 to Form U-1 Application/Declaration
(Commission's File No. 70-8675) to be signed on their behalf by
the undersigned officers thereunto duly authorized.
NEW ENGLAND ELECTRIC SYSTEM
s/Frederic E. Greenman
By:___________________________
Frederic E. Greenman
Sr. Vice President
MASSACHUSETTS ELECTRIC COMPANY
s/Howard W. McDowell
By:___________________________
Howard W. McDowell
Assistant Treasurer
NEW ENGLAND POWER COMPANY
s/John G. Cochrane
By: _________________________
John G. Cochrane
Assistant Treasurer
Date: December 28, 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 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
- ----------- ----------- ----
F-1 Opinion of Counsel Filed herewith
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EXHIBIT F-1
25 Research Drive, Westborough, Massachusetts 01582
===================================================
December 28, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Commission File No. 70-8675
Dear Ladies and Gentlemen:
I am of counsel to New England Electric System (the
Company), New England Power Company (NEP), and Massachusetts
Electric Company (MEC) (collectively, the Applicants), with
respect to certain transactions in connection with the Company's
proposed acquisition of Nantucket Electric Company (NEC). I am
furnishing this opinion to you in connection with the joint
application/declaration (the Application) on Form U-1, as
amended, of the Applicants. Terms not otherwise defined herein
have the meanings attributed to them in the Application.
As more fully set forth in the Application, the Company
proposes to acquire NEC for the Company's common shares based on
a purchase price of $125 per share or $3.5 million plus an
interest rate equivalent to the amount from March 22, 1995 to the
closing. To facilitate this transaction, the Company proposes to
form NEWCO, a wholly-owned subsidiary of the Company, to merge
with and into NEC, with the surviving corporation (Surviving
Corporation) having all the rights, interests, and obligations of
NEC. To accomplish this transaction the Company would have to
issue not in excess of 160,000 of its common shares.
The Surviving Corporation proposes to finance certain Cable
Facilities through the issuance of tax-exempt debt and equity
funds. The Surviving Corporation would issue to the
Massachusetts Industrial Finance Agency (MIFA) up to $28 million
of New Bonds. The issuance of these New Bonds should meet the
requirements of Rule 52 since the Massachusetts Department of
Public Utilities (MDPU) has specifically approved their issuance
and sale by Order dated October 10, 1995. MEC has agreed to
enter into a Credit and Operating Support Agreement with
Surviving Corporation and to provide guarantees of indebtedness
to MIFA. The MDPU has also specifically approved these
commitments by MEC.
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Securities and Exchange Commission
Page Two
December 28, 1995
The Surviving Corporation also seeks short-term borrowing
authority of $5,000,000 through October 31, 1997 and authority to
borrow and lend money in the Company's Money Pool (approved by
the Commission in its File No. 70-7765).
Finally, NEP proposes to acquire certain generation assets
of Surviving Corporation as set forth in the Application.
I am a member of the bar of the Commonwealth of
Massachusetts. Based upon the foregoing, it is my opinion that,
if the proposed transactions for which approval has been
requested are consummated in accordance with the Application, and
subject to appropriate action by your Commission under the Act:
(a) All state laws applicable to the proposed
transactions will have been complied with;
(b) Each of the Applicants is validly organized and duly
existing;
The common shares issued by the Company will be
validly issued, fully paid and nonassessable, and
the holders thereof will be entitled to the rights
and privileges appertaining thereto set forth in the
Company's Declaration of Trust defining such rights
and privileges;
Surviving Corporation will be validly organized and
duly existing and the New Bonds should be valid and
binding obligations of Surviving Corporation;
Notes representing borrowings under the money pool
when duly executed and delivered and when the
consideration thereof has been received will be
valid and binding obligations of Surviving
Corporation;
NEC's existing indebtedness assumed by Surviving
Corporation will be valid and binding obligations of
Surviving Corporation; and
MEC's guarantees will be valid and binding
obligations of MEC;
(c) The Company will legally acquire NEC;
Each of the companies participating in the money
pool will legally acquire the appropriate interest
in any borrowings by the Surviving Corporation under
the pool;
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Securities and Exchange Commission
Page Three
December 28, 1995
NEP will legally acquire the generation assets as
described;
(d) Consummation of the proposed transactions will not
violate the rights of the holders of any securities
issued by the Applicants or any associate company
thereof.
I hereby consent to the use of this opinion as part of the
filing of the Application in connection with the proposed
transactions.
Very truly yours,
s/Robert King Wulff
Robert King Wulff
Corporation Counsel
