<PAGE>
File No. 70-8679
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
(the Act)
GRANITE STATE ELECTRIC COMPANY (Granite)
MASSACHUSETTS ELECTRIC COMPANY (Mass. Electric)
THE NARRAGANSETT ELECTRIC COMPANY (Narragansett)
NARRAGANSETT ENERGY RESOURCES COMPANY (NERC)
NEW ENGLAND ELECTRIC TRANSMISSION CORPORATION (NEET)
NEW ENGLAND ENERGY INCORPORATED (NEEI)
NEW ENGLAND HYDRO-TRANSMISSION ELECTRIC COMPANY, INC.
(Mass. Hydro)
NEW ENGLAND HYDRO-TRANSMISSION CORPORATION (NH Hydro)
NEW ENGLAND POWER COMPANY (NEP)
NEW ENGLAND POWER SERVICE COMPANY (NEPSCO)
and
NEW ENGLAND ELECTRIC SYSTEM (NEES)
(Names of companies filing this statement)
25 Research Drive, Westborough, Massachusetts 01582
33 West Lebanon Road, Lebanon, NH 03766 (Granite)
280 Melrose Street, Providence, RI 02901 (Narragansett)
(Address of principal executive offices)
NEW ENGLAND ELECTRIC SYSTEM
(Name of top registered holding company parent
of the participating companies herein)
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)
<PAGE>
Paragraph one of Item 1, Description of Proposed Transactions, is hereby
amended to read in its entirety as follows:
"This Application/Declaration relates to short-term borrowing by
certain subsidiaries of NEES, for the period from November 1, 1995,
through October 31, 1997. Mass. Electric, Narragansett, Mass. Hydro,
NEP, and NEPSCO (the Borrowing Companies) seek authority to borrow money
from the NEES Money Pool (the Money Pool), and/or banks, and/or in the
cases of Mass. Electric, Narragansett, and NEP, to issue commercial
paper, up to the maximum amounts requested herein. Granite, NEET, and
NH Hydro may also borrow from the Money Pool; however, those companies
have received express authorization for such borrowings from the Public
Utility Commission of New Hampshire, the state in which such utility
companies are organized and doing business. Each of the companies
listed on the cover hereof, including NEES, (the Participating
Companies) seeks authority to lend money in the Money Pool under the
current terms of the Money Pool (approved by the Commission in its File
No. 70-7765). The Commission's most recent order in File No. 70-7765
was HCAR No. 35-25772, dated March 29, 1993. NEES has filed an
Application/Declaration with the Commission requesting approval for its
proposed acquisition of the Nantucket Electric Company (File No. 70-
8675) and as part of that Application/Declaration requests that
Nantucket Electric Company become a member of the Money Pool."
Paragraph three of Item 1 is hereby amended to read in its entirety as
follows:
"During the period from November 1, 1995, through October 31,
1997, the Borrowing Companies request borrowing authority up to the
maximum outstanding amounts shown below:
Borrowing Company Borrowing Authority
----------------- -------------------
Current Requested
------- ---------
Mass. Electric $150,000,000 $150,000,000
--------------
Narragansett $100,000,000 $100,000,000
------------
Mass. Hydro $ 25,000,000 $ 25,000,000
-----------
NEP $375,000,000 $375,000,000
---
NEPSCO $ 12,000,000 $ 25,000,000"
------
Paragraph 5 of Item 1 is hereby amended to read in its entirety as follows:
"The Financial Statements 3(a) through 3(e), Sources and
Applications of Funds and Capitalization, show the expected short-term
borrowing requirements for the Borrowing Companies through December 31,
1997. Mass. Hydro is a special purpose company formed to own and
operate the electric transmission interconnection with Hydro Quebec and
may need short-term borrowing authority so that it may act quickly in
response to unexpected emergencies such as catastrophic damage to the
<PAGE>
transmission facilities in addition to its expected short-term borrowing
requirements shown in the Sources and Applications of Funds and
Capitalization. Therefore, Mass. Hydro requests continued authorization
to borrow amounts not exceeding $25 million to be outstanding at any one
time."
Item 1, Filing of Certificates of Notification, is hereby amended to read in
its entirety as follows:
"Within 45 days after the end of each calendar quarter, the
Participating Companies will file a certificate of notification covering
the transactions effected pursuant to the authority requested herein
during such quarter. Such certificate will show the names of the
borrowers, and for each borrower, the dates and amounts of all new money
borrowings, whether by issuance of notes to banks, or by sale of
commercial paper (including money borrowed from banks to pay the Money
Pool or CP Dealers, or borrowed from the Money Pool to pay banks or CP
Dealers, or borrowed by sale of commercial paper to pay the Money Pool
or banks), the names of the lenders, the maximum concurrent amount of
notes outstanding to banks, the Money Pool and CP Dealers, the aggregate
total outstanding at any one time, and the aggregate total outstanding
at the end of such quarter. Each certificate will include, with respect
to the issue and sale of commercial paper, the effective interest cost
for such promissory note issued as commercial paper. The final
certificate of notification will be accompanied by the required past
tense opinion of counsel."
Paragraphs one and three of Item 3 are hereby amended to read in their
entirety as follows:
"(1) The issuance of notes to banks by Mass. Electric, Narragansett,
Mass. Hydro, NEP, and NEPSCO: Sections 6(a) and 7 of the Act.
(3) Borrowings from the Money Pool by Mass. Electric, Narragansett,
Mass. Hydro, NEP, and NEPSCO: Sections 6(a), 7, 9(a), 10, and 12
of the Act and Rules 43 and 45."
Item 6, Exhibits and Financial Statements, section (b) Financial Statements,
subsection 3, is hereby amended to read in its entirety as follows:
"3 Estimated Sources and Applications of Funds and Capitalization for
each of the Borrowing Companies:
3(a) Mass. Electric
3(b) Narragansett
3(c) NEP
3(d) Mass. Hydro
3(e) NEPSCO
Since the date of the Balance Sheets, there have been no material
changes which were not in the ordinary course of business."
<PAGE>
SIGNATURES
Pursuant to the requirements of the Public Utility Holding Company Act
of 1935, each undersigned company has duly caused this Amendment No. 3 to its
Form U-1 Application/Declaration (Commission's File No. 70-8679) to be signed
on its behalf, as indicated, by the undersigned officers thereunto duly
authorized by each such company.
NEW ENGLAND ELECTRIC SYSTEM
MASSACHUSETTS ELECTRIC COMPANY
NEW ENGLAND POWER COMPANY
NEW ENGLAND POWER SERVICE COMPANY
s/Michael E. Jesanis
By
Michael E. Jesanis, Treasurer
NARRAGANSETT ENERGY RESOURCES COMPANY
NEW ENGLAND ELECTRIC TRANSMISSION CORPORATION
NEW ENGLAND ENERGY INCORPORATED
NEW ENGLAND HYDRO-TRANSMISSION ELECTRIC COMPANY, INC.
NEW ENGLAND HYDRO-TRANSMISSION CORPORATION
s/John G. Cochrane
By
John G. Cochrane, Treasurer
GRANITE STATE ELECTRIC COMPANY
s/Howard W. McDowell
By
Howard W. McDowell, Treasurer
THE NARRAGANSETT ELECTRIC COMPANY
s/John G. Cochrane
By
John G. Cochrane, Assistant Treasurer
DATE: October 24, 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.
