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File No. 70-9143
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
AMENDMENT NO. 1
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)
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Form U-1 Application/Declaration under the Public Utility Holding
Company Act of 1935, File No. 70-9143, is hereby amended as follows:
Under Item 1, Description of Proposed Transactions, the section entitled
"Terms of the Offer" is hereby amended to read as follows:
"The Power Company
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Concurrently with the commencement of the proxy solicitations, subject
to the terms and conditions stated in the Offer to Purchase and Proxy
Statement, the proxies and the accompanying Letters of Transmittal
(collectively, the Offer Documents), NEES proposes to make the Offer, pursuant
to which it will offer to acquire from the holders of the Dividend Series
Preferred Stock of each Series any and all Shares of that Series at the
following cash purchase prices:
Series Purchase Price
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4.56% $ 90.30
4.60% $ 91.09
4.64% $ 91.88
6.08% $103.84
Although the vote of the 6% Cumulative Preferred is not required for the
Proposed Amendment, NEES proposes to extend the Offer to Purchase to those
shareholders at the following cash purchase price: $116.50.
(Each of the above prices is a Purchase Price).
The offer for any one Series is independent of the offer for any other Series
or for shares of any other Subsidiary.
Mass. Electric
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Concurrently with the commencement of the Proxy Solicitation, subject to
the terms and conditions stated in the Offer to Purchase and Proxy Statement,
the proxies and the accompanying Letters of Transmittal (collectively, the
Offer Documents), NEES proposes to make the Offer, pursuant to which it will
offer to acquire from the holders of the Preferred Stock - Cumulative and the
Dividend Series Preferred Stock of each Series any and all Shares of that
Series at the following cash purchase prices:
Series Purchase Price
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Preferred Stock Cumulative
6.84% $ 27.00
Dividend Series Preferred
4.44% $ 87.92
4.76% $ 94.26
6.99% $120.73
(each of the above, a Purchase Price).
The offer for any one Series is independent of the offer for any other Series
or for shares of any other Subsidiary.
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Narragansett
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Concurrently with the commencement of the Proxy Solicitation, subject to
the terms and conditions stated in the Offer to Purchase and Proxy Statement,
the proxies and the accompanying Letters of Transmittal (collectively, the
Offer Documents), NEES proposes to make the Offer, pursuant to which it will
offer to acquire from the holders of the preferred stock of each Series any
and all Shares of that Series at the following cash purchase prices:
Series Purchase Price
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4.50% $ 42.86
4.64% $ 45.94
6.95% $ 60.25
(each of the above, a Purchase Price).
The offer for any one Series is independent of the offer for any other Series
or for shares of any other Subsidiary."
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SIGNATURE
Pursuant to the requirements of the Public Utility Holding Company Act
of 1935, the undersigned companies have duly caused this Amendment No. 1 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: November 7, 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.
