<PAGE>
File No. 70-8803
SECURITIES AND EXCHANGE COMMISSION
450 Fifth Street, N.W.
Washington, DC 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM U-1
APPLICATION/DECLARATION
UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
NEW ENGLAND ELECTRIC SYSTEM
(Names of company filing this Statement)
25 Research Drive
Westborough, Massachusetts 01582
(Address of principal executive offices)
NEW ENGLAND ELECTRIC SYSTEM
(Name of top registered holding company parent of applicant)
Michael E. Jesanis Kirk L. Ramsauer
Treasurer Associate General Counsel
25 Research Drive 25 Research Drive
Westborough, Massachusetts 01582 Westborough, Massachusetts 01582
(Names and addresses of Agents for Service)
<PAGE>
1. Item 1 is hereby amended by adding the following new parts thereto:
"I. Additional Marketing Companies
- ------------------------------------
By its Order dated May 23, 1996 (HCAR 35-26520) (the 'Order'), the
Commission approved the formation of one or more marketing companies by NEES
in Massachusetts, New Hampshire, Rhode Island, Maryland, Delaware,
Pennsylvania, New Jersey, and New York (the 'Marketing Companies') as
described in NEES' Application/Declaration on Form U-1 (File No. 70-8803) (the
'Original Statement'). NEES now requests authority to form one or more
marketing companies in Connecticut, Maine, and Vermont ('Additional Marketing
Companies').
The Additional Marketing Companies shall be subject to the conditions
and restrictions set forth in the Original Statement and shall in all respects
be treated as Marketing Companies thereunder. In particular, other than the
Marketing Companies formed to participate in the Pilot Program in New
Hampshire and the Massachusetts Pilot Programs as authorized by the Order, no
Marketing Company (including the Additional Marketing Companies) may make
retail sales of electricity without first showing state regulatory authority
for such activities and obtaining an appropriate supplemental order from the
Commission. NEES requests that the Commission reserve jurisdiction over
retail sales of electricity by the Additional Marketing Companies."
2. Item 2, Fees, Commission, and Expenses, is amended by adding the
following thereto:
"Services incidental to this Post-Effective Amendment No. 1 filing will
be performed by NEPSCO at the actual cost thereof. Such costs are estimated
to not exceed $10,000, including the fee of $2,000 for this filing."
3. Item 3, Applicable Statutory Provisions, is amended by adding the
following thereto:
"The sections of the Act and rules or exemptions thereunder that are
believed to be applicable to the transactions proposed in this Post-Effective
Amendment are: Sections 6(a), 7, 9(a), 10, 12, and 13 and Rules 45, 52, 90,
and 91."
4. Item 4, Regulatory Approval, is amended by adding the following thereto:
"State regulatory commission approval may be required before the
Additional Marketing Company operating in a specific state may sell
electricity to retail customers in that state.
Except for the foregoing, no Federal or State commission or regulatory
body, other than the Commission, has jurisdiction over the proposed
transactions in this Post-Effective Amendment No. 1."
5. Item 5, Procedure, is amended by adding the following thereto:
"The applicants request that the Commission take action with respect to
this Post-Effective Amendment No. 1 on or before July 1, 1996, or as soon
thereafter as practicable, without a hearing being held.
The applicants (i) do not request a recommended decision by a hearing
officer, (ii) do not request a recommended decision by any other responsible
officer of the Commission, (iii) hereby specify that the Division of
Investment Management may assist in the preparation of the Commission's
decision, and (iv) hereby request that there be no 30-day waiting period
between the date of issuance of the Commission' order and the date on which it
is to become effective."
<PAGE>
6. Item 6, Exhibits, is amended by adding the following exhibits:
(a) Exhibits
* F-1 Opinion of Counsel
H-1 Proposed Form of Notice
* To be filed by amendment
7. Item 7, Environmental Effects, is hereby amended by adding the following
thereto:
"The transactions proposed by this Post-Effective Amendment No. 1 do not
involve a major Federal action significantly affecting the quality of the
human environment."
<PAGE>
SIGNATURE
---------
Pursuant to the requirements of the Public Utility Holding Company Act
of 1935, the undersigned company has duly caused this Post-Effective Amendment
No. 1 to its Application/Declaration on Form U-1 (Commission's File No.
70-8803) 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
DATE: June 28, 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.
<PAGE>
EXHIBIT INDEX
Exhibit No. Description Page
- ----------- ----------- ----
F-1 Opinion of Counsel To be filed
by amendment
H-1 Proposed Form of Notice Filed herewith
<PAGE>
EXHIBIT H-1
SUGGESTED FORM OF NOTICE
By its Order dated May 23, 1996 (HCAR 35-26520) (the 'Order'), the
Commission approved the formation of one or more marketing companies by New
England Electric System ('NEES') in Massachusetts, New Hampshire, Rhode Island,
Maryland, Delaware, Pennsylvania, New Jersey, and New York (the 'Marketing
Companies') as described in NEES' Application/Declaration on Form U-1 (File No.
70-8803) (the 'Original Statement'). NEES now requests authority to form one or
more marketing companies in Connecticut, Maine, and Vermont ('Additional
Marketing Companies').
The Additional Marketing Companies shall be subject to the conditions and
restrictions set forth in the Original Statement and shall in all respects be
treated as Marketing Companies thereunder. In particular, other than the
Marketing Companies formed to participate in the Pilot Program in New Hampshire
and the Massachusetts Pilot Programs as authorized by the Order, no Marketing
Company (including the Additional Marketing Companies) may make retail sales of
electricity without first showing state regulatory authority for such activities
and obtaining an appropriate supplemental order from the Commission. NEES
requests that the Commission reserve jurisdiction over retail sales of
electricity by the Additional Marketing Companies.
