<PAGE>
File No. 70-9143
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
AMENDMENT NO. 2
TO
FORM U-1
APPLICATION/DECLARATION
UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
(the Act)
NEW ENGLAND ELECTRIC SYSTEM (NEES)
MASSACHUSETTS ELECTRIC COMPANY (Mass. Electric)
THE NARRAGANSETT ELECTRIC COMPANY (Narragansett)
NEW ENGLAND POWER COMPANY (Power Company)
(Names of companies 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 the participating companies herein)
Michael E. Jesanis Kirk L. Ramsauer
Vice President and Treasurer Associate General Counsel
25 Research Drive 25 Research Drive
Westborough, MA 01582 Westborough, MA 01582
(Names and addresses of agents for service)
<PAGE>
Form U-1 Application/Declaration under the Public Utility Holding
Company Act of 1935, File No. 70-9143, is hereby amended as follows:
1. Insert a new paragraph under Item 3 as follows:
"For the purposes of Rule 54, NEES satisfies the requirments of Rule
53(a) and Rule 53(b). Therefore, Rule 53(c) is not applicable."
2. Item 6 is amended by supplying Exhibit F, Opinion of Counsel,
filed herewith.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Public Utility Holding Company Act
of 1935, the undersigned companies have duly caused this Amendment No. 2 to
Form U-1 Application/Declaration (Commission's File No. 70-9143) to be signed
on their behalf, as indicated, by the undersigned officers thereunto duly
authorized by such companies.
New England Electric System
s/Michael E. Jesanis
By
Michael E. Jesanis
Vice President and Treasurer
New England Power Company
s/John G. Cochrane
By
John G. Cochrane
Assistant Treasurer
Massachusetts Electric Company
s/Michael E. Jesanis
By
Michael E. Jesanis
Treasurer
The Narragansett Electric Company
s/John G. Cochrane
By
John G. Cochrane
Assistant Treasurer
Date: December 5, 1997
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 Opinion of Counsel Filed herewith
<PAGE>
EXHIBIT F
25 RESEARCH DRIVE, WESTBOROUGH, MASSACHUSETTS 01582
=====================================================
December 5, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: New England Electric System and Subsidiaries
Solicitation of Proxies, Amendment of Corporate
Documents, and Tender Offer
File No. 70-9143
Dear Commissioners:
New England Electric System (NEES) is a registered holding company under
the Public Utility Holding Company Act of 1935 (1935 Act). New England Power
Company (the Power Company), Massachusetts Electric Company (Mass. Electric),
and The Narragansett Electric Company (Narragansett) are wholly owned
subsidiaries of NEES and are hereinafter referred to as the Subsidiaries.
In the above reference file, NEES and the Subsidiaries seek
authorization for the solicitation of proxies for special subsidiary
stockholder meetings, the amendment of the corporate documents providing for
the rights of certain Subsidiary preferred stocks, and tender offers for
Subsidiary preferred stock. Your Commission issued an order on November 6,
1997 (HCAR No. 35-26774) authorizing the solicitation of the proxies in
connection with the shareholder meetings.
The directors of NEES have adopted votes authorizing the tender offers
for preferred stock. The Board of Directors of each of the Subsidiaries has
adopted votes authorizing special stockholder meetings, the solicitation of
proxies in connection therewith, and the amendment of the Company's Provisions
as described in the Form U-1. In addition, votes of the stockholders are
required to amend the Provisions and additional votes of the Narragansett
Directors are required in connection therewith.
There is no binding legal precedent as to the permissibility of the
Special Cash Payment and there can be no assurances as to how a court will
rule on the question.
Based upon and subject to the foregoing, it is our opinion that:
(a) NEES and the Subsidiaries are duly organized and validly existing
under the law;
(b) All state laws applicable to the proposed transactions will have
been complied with (except as to the so-called blue sky or
securities laws of the several states (other than those of
Massachusetts and Rhode Island), the applicability of which we
have not considered and as to which we express no opinion);
(c) NEES will lawfully acquire any shares of the operating
Subsidiaries' Preferred Stock tendered pursuant to the offers;
<PAGE>
(d) The issuing Subsidiaries will lawfully acquire by either purchase
or contribution from NEES any shares of Preferred Stock purchased
by NEES pursuant to the offers; and
(e) The consummation of the proposed transactions will not violate the
legal rights of the holders of any securities owned by NEES or the
Subsidiaries or any associate company thereof.
We hereby consent to the use of this opinion as part of the statement on
Form U-1, as amended, filed by NEES and the Subsidiaries with your Commission
in connection with the proposed transactions.
Very truly yours,
s/Robert King Wulff
Robert King Wulff
Corporation Counsel
s/Kirk L. Ramsauer
Kirk L. Ramsauer
Associate General Counsel
