<PAGE>
File No. 70-7338
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 10
to
FORM U-1
APPLICATION/DECLARATION
UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
NEW ENGLAND ELECTRIC SYSTEM
25 Research Drive
Westborough, Massachusetts 01582
(Name of company filing this statement
and address of principal executive offices)
NEW ENGLAND ELECTRIC SYSTEM
(Name of top registered holding company in parent system)
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>
Purpose of this Post-Effective Amendment No. 10
- -----------------------------------------------
By this Post-effective Amendment No. 10, Applicant New England Electric
System requests that the Commission extend through December 31, 2001, its
authorization to issue and sell from time to time an aggregate of up to
10,693,536 of its authorized but unissued common shares, $1 par value,
pursuant to the NEES Dividend Reinvestment and Common Share Purchase Plan.
1. Item 1. is amended to include the following:
- -------------------------------------------------
A. Background
----------
By orders dated August 1, 1977, June 7, 1979, December 22, 1981,
September 28, 1982, November 19, 1985, March 10, 1987, February 22, 1991 and
December 29, 1993, HCAR Nos. 20121 (File No. 70-6025), 21091 (File No.
70-6295), 22333, 22649, 23913 (File No. 70-6656), 24337, 25261, and 25966
(File No. 70-7338), as post-effectively amended, respectively, the Commission
permitted to become effective Applications/Declarations under which New
England Electric System (NEES or the Company) proposed to issue and sell from
time to time through December 31, 1996, an aggregate of up to 10,693,536 of
(1) its authorized but unissued common shares, $1 par value, pursuant to the
NEES Dividend Reinvestment and Common Share Purchase Plan (the Plan); and (2)
shares purchased by NEES on the open market for the Plan, excluding those
purchased by a trustee for the Plan. Through August 31, 1996, NEES had issued
9,093,835 of such shares.
The shares available for issuance under the Plan currently come from
purchases on the open market by a Trustee for the Plan, although the Plan
provides that the Company may elect to either purchase shares on the open
market or from authorized, but unissued, common shares.
The proceeds from the sale of any common shares by the Company to the
Plan will be added to the general funds of the Company and be used for any or
all of the following purposes: (i) investment in the Company's subsidiaries,
through loans or advances to such subsidiaries, purchases of additional shares
of their capital stocks, or capital contributions, (ii) payment of
indebtedness of the Company, or (iii) for other corporate purposes relating to
ordinary business operations, including working capital.
The Company now proposes to extend the period for issuing its authorized
common shares pursuant to the Plan through December 31, 2001. The terms and
conditions for the sale of the authorized but unissued common shares otherwise
remain unchanged.
Neither NEES nor any subsidiary currently has an ownership interest in
an exempt wholesale generator ("EWG") as defined in Section 32 of the Act or a
foreign utility company ("FUCO") as defined in Section 33 of the Act.
Additionally, neither NEES nor any subsidiary is a party to, or has any rights
under, a service, sales, or construction agreement with an EWG or FUCO. By
its Order dated April 15, 1996 (HCAR 35-26504), the Commission has authorized
<PAGE>
financings by NEES for the purpose of acquiring EWGs and FUCOs as set forth in
their Application/Declaration in File No. 70-8783. In the event that the
total amount of authority requested in the above-referenced
Application/Declaration (File No. 70-8783) is invested in connection with EWGs
and FUCOs, NEES' "aggregate investment" (determined in accordance with Rule
53(a)(1)(i)) in EWGs and FUCOs would not exceed 50% of NEES' "consolidated
retained earnings" (as defined in Rule 53(a)(1)(ii)) in compliance with the
provisions set forth in Rule 53 under the Act. NEES and its subsidiaries
shall comply with the requirements of Rules 53 and 54 of the Act in connection
with EWG and FUCO acquisitions and financings. No funds or borrowings
requested in this filing will be used by NEES, NEERI, NEES Energy, AllEnergy
LLC, or any associated company to invest in EWGs and/or FUCOs.
B. The Plan
--------
Participants in the Plan may (a) have cash dividends on all of their
common shares automatically reinvested, (b) have cash dividends on only a
portion of their common shares automatically reinvested, (c) continue to
receive their cash dividends and invest by making optional cash payments of
not less than $25 per payment, or (d) reinvest all or a portion of their cash
dividends and in addition make optional cash payments. (The Company reserves
the right to refuse to accept more than one optional cash payment per month
from any one participant and any optional cash payment in excess of $5000.)
No commission or service charge is paid by participants in connection with
purchases under the Plan. The purchase price of common shares bought from the
Company with reinvested dividend and optional cash payments is the average of
the high and low prices reported for New York Stock Exchange - Composite
Transactions during each of the last five trading days ending with the
Investment Date. If shares purchased under the Plan are bought on the open
market, the price will be the actual cost thereof.
<PAGE>
C. Conclusion
----------
NEES, by this Post-Effective Amendment No. 10 to its
Application/Declaration, requests authority to issue and sell the remaining
previously authorized but unissued common shares from time to time through
December 31, 2001, pursuant to the New England Electric System Dividend
Reinvestment and Common Share Purchase Plan.
2. Item 6. Exhibits and Financial Statements.
-------------------------------------------
The following exhibits are hereby added:
H-1 Proposed Form of Notice
G-1 Financial Data Schedule - NEES
G-2 Financial Data Schedule - NEES (Consolidated)
<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. 10 (Commission File No. 70-7338) to be signed on its behalf by the
undersigned officer thereunto duly authorized by such Company.
NEW ENGLAND ELECTRIC SYSTEM
s/Michael E. Jesanis
By
Michael E. Jesanis
Treasurer
Dated: October 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.
<PAGE>
EXHIBIT INDEX
Exhibit Description Page
- ------- ----------- ----
H-1 Proposed Form of Notice Filed herewith
G-1 Financial Data Schedule - NEES Filed herewith
G-2 Financial Data Schedule -
NEES (Consolidated) Filed herewith
<PAGE>
EXHIBIT H-1
FORM OF NOTICE
--------------
New England Electric System (NEES), a registered holding company, has
filed Post-Effective Amendment No. 10 to its Application/Declaration with this
Commission pursuant to Section 6 and 7 and 12 of the Public Utility Holding
Company Act of 1935 (the Act) and Rule 50 promulgated thereunder.
By orders dated August 1, 1977, June 7, 1979, December 22, 1981,
September 28, 1982, November 19, 1985, March 10, 1987, February 22, 1991 and
December 29, 1993, HCAR Nos. 20121 (File No. 70-6025), 21091 (File No.
70-6295), 22333, 22649, 23913 (File No. 70-6656), 24337, 25261, and 25966
(File No. 70-7338), as post-effectively amended, respectively, the Commission
permitted to become effective Applications/Declarations under which New
England Electric System (NEES or the Company) proposed to issue and sell from
time to time through December 31, 1996, an aggregate of up to 10,693,536 of
its authorized but unissued common shares, $1 par value, pursuant to the NEES
Dividend Reinvestment and Common Share Purchase Plan (the Plan). Through
August 31, 1996, NEES had issued 9,093,835 of such shares.
NEES seeks the Commission's authorization to extend the period for
issuing common shares pursuant to the Plan through December 31, 2001. The
terms and conditions for the sale of shares otherwise remain unchanged.
The proceeds from the sale of any common shares by the Company to the
Plan will be added to the general funds of the Company and be used for any or
all of the following purposes: (i) investment in the Company's subsidiaries,
through loans or advances to such subsidiaries, purchases of additional shares
of their capital stocks, or capital contributions, (ii) payment of
indebtedness of the Company, or (iii) for other corporate purposes relating to
ordinary business operations, including working capital.
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<PAGE>
<ARTICLE> UT
<LEGEND> THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM THE BALANCE SHEET AND RELATED STATEMENTS OF INCOME AND
RETAINED EARNINGS OF NEW ENGLAND ELECTRIC SYSTEM (PARENT
COMPANY), AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
<MULTIPLIER> 1,000
<S> <C>
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> JUN-30-1996
<PERIOD-TYPE> 12-MOS
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 0
<OTHER-PROPERTY-AND-INVEST> 1,649,242
<TOTAL-CURRENT-ASSETS> 44,431
<TOTAL-DEFERRED-CHARGES> 2,845
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 1,696,518
<COMMON> 64,970
<CAPITAL-SURPLUS-PAID-IN> 736,566
<RETAINED-EARNINGS> 851,389
<TOTAL-COMMON-STOCKHOLDERS-EQ> 1,652,925
0
0
<LONG-TERM-DEBT-NET> 0
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 0
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 43,593
<TOT-CAPITALIZATION-AND-LIAB> 1,696,518
<GROSS-OPERATING-REVENUE> 0
<INCOME-TAX-EXPENSE> (533)
<OTHER-OPERATING-EXPENSES> 4,303
<TOTAL-OPERATING-EXPENSES> 3,770
<OPERATING-INCOME-LOSS> (3,770)
<OTHER-INCOME-NET> 224,271
<INCOME-BEFORE-INTEREST-EXPEN> 220,501
<TOTAL-INTEREST-EXPENSE> 333
<NET-INCOME> 220,168
0
<EARNINGS-AVAILABLE-FOR-COMM> 220,168
<COMMON-STOCK-DIVIDENDS> 153,328
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> 0
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
<TABLE> <S> <C>
<PAGE>
<ARTICLE> UT
<LEGEND> THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM THE CONSOLIDATED BALANCE SHEET AND RELATED CONSOLIDATED
STATEMENTS OF INCOME AND RETAINED EARNINGS OF NEW ENGLAND
ELECTRIC SYSTEM, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS.
<MULTIPLIER> 1,000
<S> <C>
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> JUN-30-1996
<PERIOD-TYPE> 12-MOS
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 3,889,104
<OTHER-PROPERTY-AND-INVEST> 384,926
<TOTAL-CURRENT-ASSETS> 483,007
<TOTAL-DEFERRED-CHARGES> 389,639
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 5,146,676
<COMMON> 64,970
<CAPITAL-SURPLUS-PAID-IN> 736,814
<RETAINED-EARNINGS> 850,939
<TOTAL-COMMON-STOCKHOLDERS-EQ> 1,650,222
0
132,016
<LONG-TERM-DEBT-NET> 1,609,179
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 195,902
<LONG-TERM-DEBT-CURRENT-PORT> 52,585
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 1,506,772
<TOT-CAPITALIZATION-AND-LIAB> 5,146,676
<GROSS-OPERATING-REVENUE> 2,317,179
<INCOME-TAX-EXPENSE> 139,481
<OTHER-OPERATING-EXPENSES> 1,823,448
<TOTAL-OPERATING-EXPENSES> 1,962,929
<OPERATING-INCOME-LOSS> 354,250
<OTHER-INCOME-NET> 5,891
<INCOME-BEFORE-INTEREST-EXPEN> 360,141
<TOTAL-INTEREST-EXPENSE> 124,013
<NET-INCOME> 220,061
8,510
<EARNINGS-AVAILABLE-FOR-COMM> 220,061
<COMMON-STOCK-DIVIDENDS> 153,221
<TOTAL-INTEREST-ON-BONDS> 110,343
<CASH-FLOW-OPERATIONS> 0
<EPS-PRIMARY> $3.39
<EPS-DILUTED> $3.39
