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File No. 70-8675
SECURITIES AND EXCHANGE COMMISSION
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 POWER COMPANY
MASSACHUSETTS ELECTRIC COMPANY
It is hereby certified that on March 26, 1996, New England
Electric System acquired Nantucket Cable Electric Company and
certain other transactions described in Form U-1 and amendments
thereto, File No. 70-8675, and in the Order of the Securities and
Exchange Commission with respect thereto dated December 27, 1995
(HCAR No. 26439) were consummated. All such transactions have
been carried out, in accordance with the terms and conditions of
and for the purpose represented in said Form U-1 and the Order of
the Commission.
The required "past tense" opinion of counsel is attached
hereto as Exhibit I.
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SIGNATURE
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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.
70-8675) to be signed on its behalf by the undersigned officers
thereunto duly authorized.
NEW ENGLAND ELECTRIC SYSTEM
MASSACHUSETTS ELECTRIC COMPANY
NEW ENGLAND POWER COMPANY
s/Michael E. Jesanis
By: _________________________
Michael E. Jesanis
Treasurer of each company
Date: April 9, 1996
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
- ----------- ----------- ----
A-5 Specimen copy of Common Stock Filed under
Certificate of NEC cover of Form SE
A-6 Articles of Organization of NEWCO Filed under
cover of Form SE
A-7 By-laws of NEWCO Filed under
cover of Form SE
A-8 Specimen copy of Common Stock Filed under
Certificate of NEWCO cover of Form SE
A-9 Articles of Organization of Filed under
Surviving Corporation cover of Form SE
A-10 By-laws of Surviving Corporation Filed under
cover of Form SE
A-11 Specimen copy of Common Stock Filed under
Certificate of Surviving cover of Form SE
Corporation
I Past Tense Opinion of Counsel Filed herewith
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EXHIBIT I
25 Research Drive, Westborough, Massachusetts 01582
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April 9, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: New England Electric System
New England Power Company
Massachusetts Electric Company
Commission File No. 70-8675
Dear Ladies and Gentlemen:
Form U-1 and amendments thereto filed in the above proceeding
were permitted to become effective by the Commission's Order dated
December 27, 1995. As counsel for the above named companies, we
have reviewed the following actions taken subsequent to our
opinions dated December 26 and December 28, 1995, to carry out the
transactions described in the statement:
1. The Registration Statement on Form S-4, relating to
the exchange of the common shares of New England Electric System
(the Company)for the outstanding common stock of Nantucket
Electric Company (NEC), became effective under the Securities Act
of 1933, by order of the Commission dated June 28, 1995.
2. The Company designated Nantucket Cable Electric
Company, Inc. (NCEC), a recently-formed subsidiary, to serve as
NEWCO under the merger agreement.
3. On March 26, 1996, NCEC issued one share of common
stock, representing all outstanding stock of NCEC, to the Company,
in exchange for $10,000.
4. On March 26, 1996, the First National Bank of Boston,
Exchange Agent, accepted 96,957 of the common shares of the
Company, which, in accordance with the merger agreement, were
deposited for exchange for the outstanding common stock of
Nantucket Electric Company (NEC).
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5. On March 26, 1996, NCEC entered into the merger
agreement by and among the Company and NEC. On the same date,
NCEC merged with and into NEC, with NEC as the surviving
corporation (Surviving Corporation), and Articles of Merger were
filed, pursuant to Massachusetts law, with the Secretary of State
of the Commonwealth of Massachusetts (the Effective Time).
6. Pursuant to the merger agreement, at the Effective
Time, each share of NEC common stock issued and outstanding
immediately prior to the Effective Time was converted into the
right to receive, through the Exchange Agent, 3.4646 shares of
common stock of the Company.
7. On March 26, 1996, Massachusetts Electric Company
(MEC) entered into a Credit and Operating Support Agreement with
the Surviving Corporation.
8. On March 26, 1996, the Board of Directors of the
Surviving Corporation authorized the Surviving Corporation to
enter into short-term borrowing arrangements and to participate in
the Company's Money Pool.
We have reviewed the above mentioned opinions, which were
filed by amendment as Exhibits F and F-1, respectively, to the
statement on Form U-1 in the above proceeding, and, in light of
the designation of NCEC to serve as NEWCO under the merger
agreement, we hereby confirm the various opinions and statements
contained therein. It is our opinion that:
(a) the foregoing transactions have been carried out in
accordance with the Application/Declaration;
(b) all State laws applicable to such transactions have
been complied with; and
(c) the consummation of the transactions does not violate
the legal rights of the holders of any securities
issued by NEES or any associate company.
Very truly yours,
s/Robert King Wulff
Robert King Wulff
Corporation Counsel
s/Kirk L. Ramsauer
Kirk L. Ramsauer
Associate General Counsel
