<PAGE>
As filed with the Securities and Exchange Commission on June 1, 1995
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
NEW ENGLAND ELECTRIC SYSTEM
- ------------------------------------------------------
(Exact name of Registrant as specified in its charter)
Massachusetts 4911 04-1663060
------------- ---- ----------
(State or Other (Primary (I.R.S. Employer
Jurisdiction of Standard Identification
Incorporation or Industrial Number)
Organization) Classification
Code Number)
25 Research Drive, Westborough, Massachusetts 01582, (508) 389-2000
--------------------------------------------------------------------
(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Registrant's Principal Executive Offices)
Michael E. Jesanis Robert King Wulff
Treasurer Corporation Counsel
25 Research Drive 25 Research Drive
Westborough, Massachusetts 01582 Westborough, Massachusetts 01582
(508) 389-2138 (508) 389-2708
----------------------------------------------------------------------------
(Names, Address, Including Zip Code, and Telephone Number, Including
Area Code, of Agents for Service)
Approximate date of commencement of proposed sale to the public: Date
registrant acquires Nantucket Electric Company
If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance
with General Instruction G, check the following box. ( )
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. (X)
CALCULATION OF REGISTRATION FEE
-----------------------------------------------------
Title of Proposed Proposed
Each Class of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price per Offering Registration
Registered Registered Share* Price* Fee
---------------- ---------- ------------ ------------ ------------
Common Shares
Par Value $1 160,000 $ 33.19 $5,310,000 $1,831.03
*Used only for purposes of calculating the amount of registration fee (based
on the average of the high and low prices on the New York Stock Exchange -
Composite Transactions on May 26, 1995).
The registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section
8(a), may determine.
<PAGE>
NEW ENGLAND ELECTRIC SYSTEM
CROSS-REFERENCE SHEET
BETWEEN ITEMS IN FORM S-4
AND LOCATION IN PROSPECTUS
Form S-4 Item Number and Caption Location in Prospectus
-------------------------------- ----------------------------
1. Forepart of Registration Facing Page; Cross-Reference
Statement and Outside Front Sheet; Outside Front Cover
Cover Page of Prospectus.......... Page of Prospectus
2. Inside Front and Outside Back Inside Front and Outside
Cover Pages of Prospectus......... Back Cover Pages of
Prospectus
3. Risk Factors, Ratio of Earnings Incorporation of
to Fixed Charges, and Other Certain Documents by
Information....................... Reference; Selected
Consolidated Financial
Information New England
Electric System; Common Share
Price Range and Dividends
4. Terms of the Transaction.......... Material Features of the
Proposed Transaction
5. Pro Forma Financial Information... *
6. Material Contracts with the Material Contracts with NEC
Company Being Acquired............
7. Additional Information Required
for Reoffering by Persons and
Parties Deemed to be
Underwriters...................... *
8. Interests of Named Experts and
Counsel........................... Legal Matters; Experts
9. Disclosure of Commission Position
on Indemnification for Securities
Act Liabilities................... *
10. Information with Respect to S-3 Incorporation of
Registrants....................... Certain Documents by
Reference; Selected
Consolidated Financial
Information New England
Electric System; Summary
Information; Description of
Common Shares; Common Share
Price Range and Dividends
11. Incorporation of Certain Incorporation of
Information by Reference.......... Certain Documents by
Reference
<PAGE>
Form S-4 Item Number and Caption Location in Prospectus
-------------------------------- ----------------------
12. Information with Respect to S-2
or S-3 Registrants................ *
13. Incorporation of Certain
Information by Reference.......... *
14. Information with Respect to
Registrants Other Than S-3 or
S-2 Registrants................... *
15. Information with Respect to S-3
Companies......................... *
16. Information with Respect to S-2 or
S-3 Companies..................... *
17. Information with Respect to Summary Information;
Companies Other Than S-2 or Selected Financial
S-3 Companies..................... Information
18. Information If Proxies, Consents Voting and Management
or Authorizations Are to be Information
Solicited.........................
19. Information if Proxies, Consents
or Authorizations Are Not to be
Solicited, or in an Exchange
Offer............................. *
* Not applicable or answer negative upon the date of filing of this
Registration Statement. The Registrant may be required to provide
information (or further information) in response to one or more of such
items under certain circumstances by means of a post-effective amendment to
this Registration Statement or supplement to the Prospectus contained
herein.
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD
NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION
STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN
OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BY
ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER,
SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR
QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
SUBJECT TO COMPLETION [red ink]
PRELIMINARY PROSPECTUS DATED JUNE 1, 1995
160,000 COMMON SHARES
Par Value $1 Per Share
NEW ENGLAND ELECTRIC SYSTEM
(A Voluntary Association)
New England Electric System (the Company) has registered 160,000 of its
Common Shares, $1.00 par value (the Common Shares), which will be
available to be offered by this Prospectus in connection with an
acquisition of Nantucket Electric Company (NEC).
The Common Shares covered by this Prospectus will be issued by the
Company in exchange for shares of capital stock of NEC. Underwriting
discounts or commissions will generally not be paid by the Company.
This Prospectus, as amended or supplemented if appropriate, has also
been prepared for use by the persons who have or will receive Common
Shares issued by the Company in the acquisition of NEC, including Common
Shares sold hereunder, and who wish to offer and sell such Common Shares,
on terms then obtainable, in transactions in which they may be deemed
underwriters within the meaning of the Securities Act of 1933. Any
profits realized on such sales by such persons may be regarded as
underwriter compensation within the meaning of the Securities Act of 1933.
The Common Shares of the Company are listed on the New York and Boston
Stock Exchanges under the symbol "NES." On May 26, 1995, the last
reported sale price of the Common Shares on the New York and Boston Stock
Exchanges composite tape was $ 33-3/8 per share.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION PASSED UPON THE ACCURACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 (the 1934 Act) and in accordance therewith files reports
and other information with the Securities and Exchange Commission (SEC).
Certain information, as of particular dates, with respect to the Company's
directors and officers, their remuneration, and any material interest of such
persons in transactions with the Company is disclosed in proxy statements
distributed to shareholders of the Company and filed with the SEC. Such
reports, proxy statements, and other information can be inspected and copied
at the public reference facilities maintained by the SEC at its principal
office at 450 Fifth Street, N.W., Washington, D.C. and at the regional
offices of the SEC located at 7 World Trade Center, 13th Floor, New York, New
York 10048 and Northwest Atrium Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661. Copies of such material can be obtained from the
Public Reference Section of the SEC, at its principal office, at prescribed
rates. The Company's Common Shares are listed on the New York and Boston
Stock Exchanges. Reports, proxy statements, and other information concerning
the Company can be inspected at the offices of these stock exchanges: New
York Stock Exchange, Inc., 20 Broad Street, New York, New York; Boston Stock
Exchange Incorporated, One Boston Place, Boston, Massachusetts.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
There are hereby incorporated by reference in this prospectus the
following documents heretofore filed with the SEC pursuant to the 1934 Act:
a) The Company's Annual Report on Form 10-K for the year ended December 31,
1994, which incorporates by reference consolidated financial statements
of the Company as of December 31, 1994, and for the three years in the
period ended December 31, 1994, and incorporates by reference the related
report of Coopers & Lybrand L.L.P., independent accountants.
b) The Company's definitive Proxy Statement, dated March 9, 1995, for the
Annual Meeting of Shareholders held on April 25, 1995.
c) The Company's Quarterly Report on Form 10-Q for the quarter ended March
31, 1995.
d) The Company's Current Reports on Form 8-K dated January 19, 1995, February
9, 1995, March 6, 1995, March 22, 1995, and May 22, 1995.
All documents filed by the Company with the SEC pursuant to Sections
13(a), 13(c), 14, or 15(d) of the 1934 Act subsequent to the date of this
prospectus and prior to the termination of the offering made by this
prospectus shall be incorporated herein by reference and shall be deemed to
be a part hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded to the extent
that a statement contained herein or in any other subsequently filed document
which also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a
part hereof.
THE COMPANY HEREBY UNDERTAKES TO PROVIDE WITHOUT CHARGE TO EACH PERSON TO
WHOM A COPY OF THIS PROSPECTUS HAS BEEN DELIVERED, UPON THE WRITTEN OR ORAL
REQUEST DIRECTED TO THE TREASURER AT THE ADDRESS PROVIDED BELOW OF SUCH
PERSON, A COPY OF ANY OR ALL OTHER DOCUMENTS REFERRED TO ABOVE WHICH HAVE
BEEN OR MAY BE INCORPORATED IN THIS PROSPECTUS BY REFERENCE, OTHER THAN
EXHIBITS TO SUCH DOCUMENTS, AS WELL AS A COPY OF THE COMPANY'S ANNUAL REPORT
TO SHAREHOLDERS FOR 1994.
This Prospectus incorporates documents by reference which are not presented
herein or delivered herewith. These documents are available upon request
from the Treasurer, New England Electric System, 25 Research Drive,
Westborough, Massachusetts 01582, (508) 389-2138. In order to ensure timely
delivery of the documents, any requests should be made five business days
before the adjourned NEC stockholder meeting at which the acquisition of NEC
by the Company will be considered.
<PAGE>
SUMMARY INFORMATION
The following material is qualified in its entirety by the detailed
information and financial statements included elsewhere in this prospectus,
including the information incorporated by reference.
THE OFFERING
Company New England Electric System
25 Research Drive
Westborough, Massachusetts 01582
(508) 389-2000
NEC (1) Nantucket Electric Company
2 Fairgrounds Road
Nantucket, Massachusetts 02554-0179
(508) 228-1870
Securities Offered Up to 160,000 of the Company's Common Shares
Use of Proceeds Acquisition of outstanding Capital Stock of NEC
Listed New York and Boston Stock Exchanges (Symbol: NES)
Latest Quarterly 59 cents per share payable on July 1, 1995
Dividend
THE COMPANY
Business Electric utility holding company owning outstanding
common stock of the following subsidiaries (with
percentage of ownership):
Granite State Electric Company (100%)
Massachusetts Electric Company (100%)
The Narragansett Electric Company (100%)
Narragansett Energy Resources Company (100%)
New England Electric Resources, Inc. (100%)
New England Electric Transmission Corporation (100%)
New England Energy Incorporated (100%)
New England Hydro-Transmission Corporation (50.4%)
New England Hydro-Transmission Electric Company,
Inc. (50.4%)
New England Power Company (100%)
New England Power Service Company (100%)
Service Area Cities and towns in parts of Massachusetts and Rhode
Island and a portion of New Hampshire
Customers Approximately 1,300,000
(1) For Summary Information concerning NEC, please see the March 29,
1995, NEC Proxy Statement and the NEC 1994 Report to Stockholders (together,
the "NEC Documents").
<PAGE>
Share Control
For a discussion of the NEC shareholder vote needed to approve the
acquisition of NEC by the Company and any share control matters, please see
the NEC Documents, which have been delivered to all NEC stockholders.
Regulatory Requirements
Regulatory approvals are required from the Securities and Exchange
Commission (SEC) under the Public Utility Holding Company Act of 1935 (1935
Act), Federal Energy Regulatory Commission (FERC), and the Massachusetts
Department of Public Utilities (MDPU) for consummation of the transaction.
The Company is in the process of filing for these approvals.
Appraisal Rights of Dissenting Stockholders
Please see the NEC Documents for a discussion of any appraisal rights of
dissenting NEC stockholders.
Tax Consequences
For a brief statement of tax consequences of the transaction, refer to
Tax Consequences below.
<PAGE>
<TABLE>
SELECTED CONSOLIDATED FINANCIAL INFORMATION
NEW ENGLAND ELECTRIC SYSTEM
(In thousands except share and per share data)
<CAPTION>
Twelve Months Ended Years Ended December 31,
March 31, 1995 -----------------------------------------------------------
(unaudited) 1994 1993 1992 1991 1990
------------------- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Operating revenue $2,224,439 $2,243,029 $2,223,978 $2,181,676 $2,094,378 $1,908,826
Net income $ 177,815 $ 199,426 $ 190,223 $ 185,037 $ 179,810 $ 262,050
Average common shares 64,969,652 64,969,652 64,969,652 64,969,652 64,916,599 63,818,386
Net income per average share $ 2.74 $ 3.07 $ 2.93 $ 2.85 $ 2.77 $ 4.11*
Dividends declared per share $ 2.30 $ 2.285 $ 2.22 $ 2.14 $ 2.07 $ 2.04
Book value per share-period end $ 24.49 $ 24.33 $ 23.55 $ 22.88 $ 22.17 $ 21.43
Total assets $5,068,502 $5,084,841 $4,795,878 $4,584,796 $4,450,077 $4,407,514
Long-term debt and
preferred stock $1,784,861 $1,733,424 $1,672,037 $1,708,613 $1,815,511 $1,879,845
*Includes $1.80 per share due to the reversal of a portion of a 1988 write-down.
As of March 31, 1995
(In Thousands)
(unaudited)
--------------------
Actual (1) Ratio
---------- -----
Capitalization:
Long-term Debt $1,637,845 48%
Minority Interest in
Consolidated Subsidiaries 53,029 2%
Preferred Stock 147,016 4%
Common Share Equity 1,591,143 46%
---------- ----
Total $3,429,033 100%
Total Assets $5,068,502
<FN>
(1) Pro Forma effects of this transaction are immaterial.
Note: For Selected Financial Information on NEC, see the NEC 1994, 1993, and 1992 Reports to Stockholders.
</FN>
</TABLE>
<PAGE>
COMMON SHARE PRICE RANGE AND DIVIDENDS
The high and low prices of the Common Shares of the Company, as
reported in The Wall Street Journal for the New York Stock Exchange --
Composite Transactions, were:
Dividends
Year High Low Declared
---- ---- --- ---------
1993
----
First Quarter $42-1/4 $36-7/8 $.54
Second Quarter $42-7/8 $39-3/8 $.56
Third Quarter $43-3/8 $40-3/4 $.56
Fourth Quarter $42 $37 $.56
1994
----
First Quarter $39 $35-1/8 $.56
Second Quarter $37-5/8 $31-1/2 $.575
Third Quarter $34 $28-7/8 $.575
Fourth Quarter $32-7/8 $29-1/2 $.575
1995
----
First Quarter $34-1/4 $30-5/8 $.575
Second Quarter $33-3/8 $29-5/8 $.59
(through May 26,
1995)
The reported last sale price of the Common Shares on the New York
Stock Exchange -- Composite Transactions on May 26, 1995, was $ 33-3/8 per
share. Book value per share on March 31, 1995, was $24.49.
The Company has paid 191 consecutive quarterly dividends since Common
Shares of the Company were first issued in 1947. Dividends are normally
paid on the first business day of January, April, July, and October. On
May 23, 1995, a dividend of 59 cents per common share was declared payable
July 1, 1995, to shareholders of record on June 9, 1995. Future dividends
will depend on earnings (which are derived from dividends paid by
subsidiaries), the financial condition of the Company, and other factors.
(See Description of the Common Shares of the Company for a summary of
limitations on dividends.)
MATERIAL FEATURES OF THE PROPOSED TRANSACTION
1. THE COMPANY
The Company is a voluntary association created under the laws of The
Commonwealth of Massachusetts by an Agreement and Declaration of Trust
dated January 2, 1926, and is a public utility holding company registered
under the Public Utility Holding Company Act of 1935 (the 1935 Act).
Subsidiaries include three retail operating companies: Massachusetts
Electric Company, which serves 942,000 customers in 149 communities; The
Narragansett Electric Company, which serves 326,000 customers in 27 Rhode
Island communities; and Granite State Electric Company, which serves
36,000 customers in 21 New Hampshire communities. New England Power
Company, the Company's wholesale generation and transmission subsidiary,
owns and operates a number of generating stations. Other subsidiaries
include an oil and gas exploration and fuels supply company, New England
Energy Incorporated; three transmission companies: New England Electric
Transmission Corporation, New England Hydro-Transmission Corporation, and
<PAGE>
New England Hydro-Transmission Electric Company, Inc.; a non-utility
company, New England Energy Resources, Inc.; a wholesale generation
company, Narragansett Energy Resources Company; and a service company, New
England Power Service Company.
2. NEC
For a description of NEC, please see the NEC Documents.
3. TERMS OF THE MERGER AGREEMENT
For a brief description of the terms of the merger agreement between
and among the Company, the Company's wholly-owned merger subsidiary NEWCO,
and NEC, (the "Merger Agreement" which is attached hereto as Exhibit 2.1
and shall be incorporated by reference as if fully set forth herein) and
the conditions precedent to the transaction becoming effective, please see
the NEC Documents.
4. REASONS FOR ENGAGING IN THE TRANSACTION
This transaction is immaterial to the interests of the Company.
Please see the NEC Documents for the reasons NEC is entering into this
transaction.
5. DESCRIPTION OF COMMON SHARES
The Common Shares are the only outstanding class of shares of the
Company. The Transfer Agent and Registrar for the Common Shares is The
First National Bank of Boston, 100 Federal Street, Boston, Massachusetts
02110.
The outstanding Common Shares are listed on the New York Stock
Exchange and the Boston Stock Exchange. The additional Common Shares will
be listed on those exchanges when issued.
The following brief summary of certain provisions relating to the
Common Shares is merely an outline and does not purport to be complete.
It uses terms defined in the documents mentioned and is qualified in its
entirety by reference to said documents, which are filed as exhibits to
the registration statement.
Voting and Dividend Rights
The holders of Common Shares are entitled to one vote for each share
held and are entitled to dividends out of the net earnings or surplus fund
of the Company when such dividends have been declared by the Company's
board of directors, but shareholders must look only to the trust estate
for the payment thereof. The rights and powers of the Company's
shareholders are set forth in the Agreement and Declaration of Trust, as
amended, of the Company (Declaration of Trust).
Limitations on Dividends
The Declaration of Trust provides that share capital representing the
Common Shares shall include (a) $94,544,131 for the Common Shares issued
prior to January 1, 1953, (b) the consideration received for such shares
issued thereafter, and (c) any balances remaining in capital surplus not
included in (a) or (b). The Declaration of Trust further provides that
the share capital shall not be available for the payment of dividends, and
that the share capital shall not be reduced below the sum of (a) and (b)
without a vote of a majority of the shares outstanding and entitled to
vote at a meeting duly called.
<PAGE>
The income of the Company is derived mainly from dividends paid by
subsidiaries. In addition to the many factors of specific application,
including accounting requirements, regulatory orders, indentures relating
to indebtedness, and preferred stock preferences, which may affect
dividends or the income of the subsidiaries available for dividends, the
dividends payable by subsidiaries may be affected by various Federal or
state statutes, rules, regulations, and decisions of general application
to corporations of a similar type. At March 31, 1995, the consolidated
retained earnings of $789 million included $218 million of retained
earnings of the Company and $571 million of undistributed retained
earnings of subsidiaries. At March 31, 1995 approximately $30 million of
the Company's subsidiaries' retained earnings were unavailable for
dividends to the Company.
Liquidation Rights
After satisfaction of all liabilities, the holders of the Common
Shares are entitled to receive pro rata the remaining assets of the
Company, in cash or in kind.
Preemptive Rights
There are no preemptive rights.
General
The Company being an unincorporated voluntary association, the title
to its property is held by a trustee (currently The First National Bank of
Boston) which acts at the direction of the board of directors of the
Company.
The board of directors of the Company is elected annually by the
shareholders. The Company has broad powers under the Declaration of
Trust, most of which can be exercised by the board of directors.
The outstanding Common Shares of the Company are, and when duly issued
and paid for the Common Shares covered by this Prospectus will be,
full-paid and nonassessable. Authorized but unissued shares of the
Company may be issued either for money, services, or property, or in
exchange for other shares of the Company at the time outstanding, and upon
such terms as to valuation of shares, services or property or other shares
and otherwise, as the board of directors of the Company may in its
absolute discretion see fit.
The Declaration of Trust contains a provision designed to eliminate
liability of shareholders to the extent permitted by law. It specifies
that every person shall look only to the trust estate for payment or
damages or otherwise and that every written agreement and obligation shall
refer to this provision. Despite these provisions, the shareholders of a
voluntary association such as the Company might, with respect to the
liabilities of shareholders under Massachusetts law, be treated in legal
contemplation as partners and as such under some circumstances might be
held personally liable for certain obligations or liabilities of the
Company. Counsel for the Company considers the possibility of any such
personal liability to be remote because, in his opinion, shareholders are
protected under the laws of Massachusetts from personal liability on
contract obligations containing the so-called limited liability clause
which the Company inserts in all contract obligations including debt
securities, and because the Company is a holding company and the
possibility of substantial liabilities arising from torts or statutory
liabilities or penalties, other than tax liabilities, is not as great as
in the case of companies operating physical properties.
<PAGE>
Notwithstanding the fact that the Company is a holding company, in
suits and claims against its subsidiaries, including environmental claims,
courts and agencies might attempt to assign liability to the Company
despite traditional principles of corporate law. Further, counsel for the
Company understands that unincorporated voluntary associations have been
treated as general partnerships under the laws of a few states, including
Texas in which the Company's oil and gas subsidiary has qualified to do
business as a foreign corporation. Even so, for the reasons cited above
and because of the substantial capitalization of the Company and its
subsidiaries, counsel for the Company considers the possibility of
personal liability of the shareholders of the Company to be remote.
6. TAX CONSEQUENCES
Please see the NEC Documents for a discussion of the tax consequences
of this transaction to NEC stockholders. NEC stockholders should consult
their own tax advisors with regard to individual tax treatment.
7. OFFERED SECURITIES
The securities of the Company available to be offered by this
Prospectus consist of up to 160,000 Common Shares, which the Company
proposes to issue in connection with the acquisition of NEC. Underwriting
discounts or commissions will generally not be paid by the Company.
This Prospectus, as appropriately amended or supplemented, has also
been prepared for use by persons who receive shares issued by the Company
in connection with the merger of NEWCO into NEC, and who wish to offer and
sell such shares, on terms then available, in transactions in which they
may be deemed affiliates or underwriters within the meaning of the
Securities Act of 1933 (such persons being referred to under this caption
as "Selling Shareholders"). Resales may be made pursuant to this
Prospectus as amended or supplemented, pursuant to Rule 145(d) under the
Securities Act of 1933, or pursuant to an exemption from such Act.
Profits realized on resales by Selling Shareholders under certain
circumstances may be regarded as underwriting compensation under the
Securities Act of 1933.
Resales by Selling Shareholders may be made directly to investors or
through a securities firm acting as an underwriter, broker or dealer.
When resales are to be made through a securities firm, such securities
firm may be engaged to act as the Selling Shareholder's agent in the sale
of shares by such Selling Shareholder, or such securities firm may
purchase shares from the Selling Shareholder as principal and thereafter
resell such shares from time to time. The fees earned by or paid to such
securities firm may be the normal stock exchange commission or negotiated
commissions or underwriting discounts to the extent permissible. In
addition, such securities firm may affect resales through other securities
dealers, and customary commissions or concessions to such other dealers
may be allowed. Sales of shares may be at negotiated prices, at fixed
prices, at market prices or at prices related to market prices then
prevailing. Any such sales may be made on the New York Stock Exchange,
Boston Stock Exchange or other exchange on which such shares are traded,
in the over-the-counter market, by block trade, in special or other
offerings, directly to investors or through a securities firm acting as
agent or principal, or a combination of such methods. Any participating
securities firm may be indemnified against certain civil liabilities,
including liabilities under the Securities Act of 1933. Any participating
securities firm may be deemed to be an underwriter within the meaning of
the Securities Act of 1933, and any commissions earned by such firm may be
deemed to be underwriting discounts or commissions under such Act.
A Prospectus Supplement, if required, will be filed under Rule 424(b)
under the Securities Act of 1933, disclosing the name of the Selling
Shareholder, the participating securities firm, if any, the number of
shares involved, and other details of such resale, if appropriate.
<PAGE>
MATERIAL CONTRACTS WITH NEC
As discussed above in "Terms of the Merger Agreement", the Company and
NEC have entered into a Merger Agreement. Please see the NEC Documents
for a description of NEC material contracts.
LEGAL MATTERS
Legal matters in connection with the issuance of the Common Shares
offered hereby will be passed upon for the Company by Robert King Wulff,
Corporation Counsel, and/or Kirk L. Ramsauer, Assistant General Counsel,
25 Research Drive, Westborough, Massachusetts 01582. The opinion of
Messrs. Wulff and Ramsauer as to legal matters in connection with the
securities offered hereby is filed as an exhibit to the registration
statement.
EXPERTS
The consolidated balance sheets and statements of capitalization of
the Company and its subsidiaries as of December 31, 1994 and 1993 and the
related consolidated statements of income, retained earnings and cash
flows for each of the three years in the period ended December 31, 1994,
all incorporated by reference in the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1994, incorporated by reference in
this prospectus, have been incorporated herein in reliance on the report
of Coopers & Lybrand L.L.P., independent accountants, given on the
authority of that firm as experts in accounting and auditing.
The statements of law and legal conclusions made in this prospectus,
not otherwise attributed, have been reviewed by Robert King Wulff,
Corporation Counsel, and/or Kirk L. Ramsauer, Assistant General Counsel,
and are made upon their authority as experts. As of May 15, 1995, Mr.
Wulff was the owner of approximately 7,865 common shares of the Company
and Mr. Ramsauer was the owner of approximately 5,675 common shares and
deferred common share equivalents of the Company.
VOTING AND MANAGEMENT INFORMATION
Please see the NEC Documents for information on the vote required by
NEC stockholders for approval of the acquisition of NEC by the Company,
and for information on the revocability of the proxy, dissenter's rights
of appraisal, persons making the proxy solicitation, interest of persons
in the merger and voting rights.
On April 28, 1987, the Company's shareholders authorized additional
common shares for use in acquisitions or business combinations and it is
not necessary for the Company's shareholders to take any further action
with respect to the merger.
<PAGE>
TABLE OF CONTENTS
Prospectus
Available Information.............................. 5
Incorporation of Certain Documents by Reference.... 5
Summary Information................................ 6
Selected Consolidated Financial Information........ 8
Common Share Price Range and Dividends............. 9
Material Features of the Proposed Transaction...... 9
The Company...................................... 9
NEC.............................................. 10
Terms of the Merger Agreement.................... 10
Reasons for Engaging in the Transaction.......... 10
Description of Common Shares..................... 10
Tax Consequences................................. 12
Offered Securities............................... 12
Material Contracts with NEC........................ 13
Legal Matters...................................... 13
Experts............................................ 13
Voting and Management Information.................. 13
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 20. Indemnification of Directors and Officers.
To the extent applicable under the provisions of the Agreement and
Declaration of Trust, the Company will indemnify its directors and
officers against liabilities and expenses, including counsel fees
reasonably incurred, resulting from litigation or threatened litigation in
which any such directors or officers may be involved by reason of his
position. Indemnification is withheld whenever the director or officer is
adjudicated "not to have acted in good faith in the reasonable belief that
his action was in the best interest" of the Company. Officers and
Directors Insurance is also provided.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors and officers of the
Company pursuant to the foregoing provision or otherwise, the Company has
been advised that, in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in
said Act, and is, therefore, unenforceable.
Item 21. Exhibit Index.
List of Exhibits
----------------
2.1 Merger Agreement by and among the Company, NEWCO, and NEC.
4.1 Specimen copy of Common Share Certificate of the Company.
4.2 Declaration of Trust of the Company, dated as of
January 2, 1926, as amended.
Incorporated herein by reference to Exhibit 3 to the
Company's Annual Report on Form 10-K for the year ended
December 31, 1994, (File No. 1-3446)
5.1 Opinion of Robert King Wulff, Esq. and/or Kirk L. Ramsauer
with respect to the legality of the securities being
registered, containing consent.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Robert King Wulff, Esq. and/or Kirk L. Ramsauer
(contained in the opinion filed as Exhibit 5.1 to this
Registration Statement).
24.1 Certified copy of vote of Board of Directors, containing
power of attorney.
24.2 Power of Attorney of Board of Directors.
Item 22. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made of the securities registered hereby, a post-effective
amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
<PAGE>
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this registration statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in this registration
statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this
registration statement or any material change to such
information in this registration statement;
provided, however, that the undertakings set forth in paragraphs
(i) and (ii) above do not apply if the information required to be
included in a post-effective amendment by these paragraphs is
contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in this registration
statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference
in this registration statement shall be deemed to be a new
registration statement relating to the securities offered herein,
and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(5) Prior to any public reoffering of the securities registered
hereunder through use of a prospectus which is a part of this
registration statement, by any person or party who is deemed to
be an underwriter within the meaning of Rule 145(c), the issuer
undertakes that such reoffering prospectus will contain the
information called for by the applicable registration form with
respect to reofferings by persons who may be deemed underwriters,
in addition to the information called for by the other items of
the applicable form.
(6) That, every prospectus (i) that is filed pursuant to the
immediately preceding paragraph or (ii) that purports to meet the
requirements of Section 10(a)(3) of the Securities Act and is
used in connection with the offering of securities subject to
Rule 415, except to the extent permitted to be filed as a
prospectus supplement, will be filed as a part of an amendment to
the registration statement and will not be used until such
amendment is effective, and that, for purposes of determining any
liability under the Securities Act of 1933, each such post-
effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the bona fide offering thereof.
(7) The undersigned Registrant hereby undertakes to respond to
request for information that is incorporated by reference into
the prospectus pursuant to Items 4, 10(b), 11, or 13 of this
<PAGE>
Form, within one business day of receipt of such request, and to
send the incorporated documents by first class mail or other
equally prompt means. This includes information contained in
documents filed subsequent to the effective date of the
registration statement through the date of responding to the
request.
(8) The undersigned Registrant hereby undertakes to supply by means
of a post-effective amendment all information concerning a
transaction, and the company being acquired involved therein,
that was not the subject of and included in the registration
statement when it became effective.
(9) The undersigned Registrant hereby undertakes to deliver or cause
to be delivered with the prospectus, to each person to whom the
prospectus is sent or given the latest annual report to security
holders that is incorporated by reference in the prospectus and
furnished pursuant to and meeting the requirements of Rule 14a-3
or Rule 14c-3 under the Securities Exchange Act of 1934, and
where interim financial information required to be presented by
Article 3 of Regulation S-X is not set forth in the prospectus,
to deliver, or cause to be delivered to each person to whom the
prospectus is sent or given the latest quarterly report that is
specifically incorporated by reference in the prospectus to
provide such interim financial information.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers, and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer, or controlling person of the registrant in
the successful defense of any action, suit or proceeding) is asserted by
such director, officer, or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act,
and will be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized in the Town of
Westborough, The Commonwealth of Massachusetts, on the 1st day of June,
1995.
NEW ENGLAND ELECTRIC SYSTEM
s/John W. Rowe
BY:
John W. Rowe, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in
the capacities and on the date indicated.
We, the undersigned officers of New England Electric System, hereby
authorize and direct John G. Cochrane, Kirk L. Ramsauer, and Craig L.
Eaton, or several of them, as attorneys-in-fact, to execute in the name
and on behalf of each of the undersigned persons, in the respective
capacities indicated below, any amendment or amendments to the
registration statement of New England Electric System under the Securities
Act of 1933.
(Signature and Title)
(i) Principal Executive Officer:
s/John W. Rowe
John W. Rowe, President and
Chief Executive Officer
(ii) Principal Financial Officer:
s/Alfred D. Houston
Alfred D. Houston, Executive Vice
President and Chief Financial
Officer
(iii) Principal Accounting
Officer
s/Michael E. Jesanis
Michael E. Jesanis, Treasurer
(iv) Directors: (a majority)
Joan T. Bok
Paul L. Joskow
Edward H. Ladd s/Kirk L. Ramsauer
Joshua A. McClure
John W. Rowe All by:
George M. Sage Kirk L. Ramsauer
Charles E. Soule Attorney-in-Fact
Anne Wexler
James R. Winoker
Date as to all signatures
on this page: June 1, 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. The provisions of this paragraph,
however, shall not have the effect of, or constitute, a condition,
stipulation, or provision binding any person to waive compliance with any
provision of the Securities Act of 1933 as amended or of the rules and
regulations of the Securities and Exchange Commission thereunder.
<PAGE>
EXHIBIT INDEX
Exhibit Description Page
- ------- ----------- ----
2.1 Merger Agreement by and among the Filed under cover
Company, NEWCO, and NEC of Form SE
4.1 Specimen copy of Common Share Filed under cover
Certificate of the Company of Form SE
4.2 Declaration of Trust of the Incorporated
Company, dated as of January 2, by Reference
1926, as amended
5.1 Opinion of Robert King Wulff, Filed herewith
Esq. and/or Kirk L. Ramsauer
with respect to the legality
of the securities being registered,
containing consent
23.1 Consent of Coopers & Lybrand L.L.P. Filed herewith
23.2 Consent of Robert King Wulff Incorporated by
and/or Kirk L. Ramsauer Reference in
Exhibit 5.1
24.1 Certified copy of vote of Board of Filed herewith
Directors, containing power of
attorney
24.2 Power of Attorney of Board of Filed under cover
Directors of Form SE
<PAGE>
Exhibit 5.1
25 RESEARCH DRIVE, WESTBOROUGH, MASSACHUSETTS 01582
===================================================
June 1, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: New England Electric System
Common Shares
Dear Commissioners:
The undersigned, Corporation Counsel and Assistant General
Counsel for New England Electric System (the Company) have
been of counsel for the Company in connection with the
proposed issuance of up to 160,000 common shares of the
Company to be used for the acquisition of Nantucket Electric
Company pursuant to a Merger and Acquisition Agreement, dated
as of March 22, 1995, (the Merger Agreement). The Merger
Agreement contains a number of conditions precedent to the
merger and therefore to the issuance of these additional
shares. As such counsel, we have reviewed the various
documents and proceedings relating to said issue, including
without limiting the foregoing, the registration statement on
Form S-4 and the prospectus. We have also reviewed the
corporate and regulatory authority for the issuance.
Accordingly, we are familiar with the proceedings taken in
connection with such issue.
Based on the foregoing, and subject to the additional
actions yet to be taken indicated below, it is our opinion:
1. That the Company is a duly created and existing
voluntary association in The Commonwealth of Massachusetts;
and that the authorized shares of the Company consist of
150,000,000 common shares of the par value of $1 each, and
that authorized but unissued shares are greater than said
160,000 common shares.
2. That the issuance of the additional common shares as
permitted by the Agreement and Declaration of Trust dated
January 2, 1926, as amended (the Agreement), has been duly
authorized by the Board of Directors of the Company, subject
to approval of regulatory authorities having jurisdiction;
3. When duly issued and paid for, the authorized common
shares will be, validly issued, full-paid and non-assessable,
<PAGE>
Securities and Exchange Commission
Page Two
June 1, 1995
and the holders thereof will be entitled to the rights and
privileges appertaining thereto set forth in the Agreement.
Article 9 of the Agreement provides in substance that no
shareholder, director, officer, or agent shall be held to any
liability in contract, tort or otherwise; that every person
shall look only to the trust estate for payment or damages or
otherwise, and that in every written agreement or obligation
reference shall be made to the Agreement and to the substance
of such part of the above provisions of Article 9 as are
applicable, and that neither the Board of Directors nor the
Trustee nor any officer, agent or representative shall have
any power or authority to enter into any agreement or
obligation on behalf of the Company except in accordance with
the provisions of said Article 9. Article 10 of the Agreement
provides that no trustee, director, officer, or agent of the
Company shall be entitled to look to the shareholders
personally for indemnity against liability incurred by them or
call upon the shareholders for the payment of any assessment
except only in the case of shares which by their express terms
are issued part-paid and assessable and then only as therein
provided. In Article 27 of the Agreement it is further
provided that all shares issued and to be issued shall be
full-paid and non-assessable except to the extent otherwise
specifically provided in the certificates representing such
shares. The Agreement expressly declares in Article 39 that
a trust and not a partnership is deemed to be created and that
the shareholders shall be deemed to hold only the relationship
of cestuis que trustent to the Trustee. Despite these
provisions, the shareholders of a voluntary association such
as the Company might, with respect to the liability of
shareholders under Massachusetts law, be treated in legal
contemplation as partners and as such under some circumstances
might be held personally liable for certain obligations or
liabilities of the Company. We consider the possibility of
any such liability remote because, in our opinion,
shareholders are protected under the laws of Massachusetts
from personal liability on contract obligations arising from
instruments containing the substance of such said provisions
of Article 9 as are applicable (it being the practice of the
Company to insert such in all contract obligations, including
all debt securities), and because the Company is a holding
company so that the possibility of substantial liabilities
arising from torts or statutory liabilities or penalties,
other than tax liabilities, is not as great as in the case of
companies operating physical properties. Notwithstanding the
fact that the Company is a holding company, in suits and
claims against its subsidiaries, including environmental
claims, courts and agencies might disregard corporate
formalities and assign liability to the Company despite
traditional principles of corporate law. Further, we
understand that unincorporated voluntary associations have
<PAGE>
Securities and Exchange Commission
Page Three
June 1, 1995
been treated as general partnerships under the laws of a few
states, including Texas in which the Company's oil and gas
subsidiary has qualified to do business as a foreign
corporation. Even so, for the reasons cited above and because
of the substantial capitalization of the Company and its
subsidiaries, we consider the possibility of personal
liability of the shareholders of the Company to be remote.
4. The issue of the additional common shares is subject
to appropriate action by the Securities and Exchange
Commission under the Public Utility Holding Company Act of
1935 and receipt of full payment for the shares, and the sale
of the additional common shares is subject to a registration
statement with respect thereto becoming effective under the
Securities Act of 1933, as amended. This opinion does not
relate to qualifications or registration of shares under
securities or "blue sky" laws of the several states.
We hereby consent to the use of our names in the
registration statement and related prospectus of the Company
with respect to the additional common shares and to the use of
this opinion in connection therewith.
Very truly yours,
s/Robert King Wulff
Robert King Wulff
Corporation Counsel
s/Kirk L. Ramsauer
Kirk L. Ramsauer
Assistant General Counsel
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement on
Form S-4 of our report dated February 27, 1995, on our audits of the financial
statements of New England Electric System. We also consent to the reference to
our firm under the caption "Experts".
s/Coopers & Lybrand L.L.P.
COOPERS & LYBRAND, L.L.P.
Boston, Massachusetts
June 1, 1995
<PAGE>
Exhibit 24.1
NEW ENGLAND ELECTRIC SYSTEM
--------------------------
Certified Copy of Vote re:
Common Shares
- ----------------------------
VOTED: That this Company file a registration statement, with the
Securities and Exchange Commission under the Securities
Act of 1933 for up to 160,000 common shares, said shares
to be used as consideration for the acquisition of
Nantucket Electric Company; that the officers of the
Company or Kirk L. Ramsauer, John G. Cochrane, or Craig
L. Eaton, as attorney-in-fact for this Company, are
severally authorized in the name and on behalf of the
members of this Board, to execute and file such a
registration statement, and any amendment or amendments
thereto as the officer or officers or attorney-in-fact so
acting deem advisable.
I, Frederic E. Greenman, hereby certify that I am Secretary of
New England Electric System; that the foregoing is a true copy from
the records of votes duly passed at a meeting of the Directors of
said Company duly held February 28, 1995, at which meeting a quorum
was present and acting throughout; that the First National Bank of
Boston, Trustee under an Agreement and Declaration of Trust of New
England Electric System dated as of January 2, 1926, as amended,
has duly registered the foregoing vote; and that said vote remains
in full force and effect without alteration.
A T T E S T:
s/Frederic E. Greenman
Secretary
Date: May 31, 1995
