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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 of the
Securities Exchange Act of 1934
Date of Earliest Event Reported: December 12, 1997
NEW ENGLAND ELECTRIC SYSTEM
(exact name of registrant as specified in charter)
Massachusetts 1-3446 04-1663060
(state or other (Commission (I.R.S. Employer
jurisdiction of File No.) Identification No.)
incorporation)
25 Research Drive, Westborough, Massachusetts 01582
(Address of principal executive offices)
(508) 389-2000
(Registrant's telephone number, including area code)
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Item 5. Other Events
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New England Electric System's (the Company) offer to
purchase any and all shares of preferred stock of its
subsidiaries New England Power Company (NEP), Massachusetts
Electric Company (Mass. Electric), and The Narragansett Electric
Company (Narragansett) expired on Friday, December 12, 1997.
The settlement date is expected to be Friday, December 19, 1997.
The following table outlines the preliminary results of the
offer to purchase and the purchase price to be received by
tendering shareowners on the anticipated settlement date.
Approximate
Number of
Shares Price per
New England Power Company Tendered Share
- ------------------------- ----------- ----------
$100 par value
Dividend Series Preferred Stock
4.56% Series 86,350 $ 90.30
4.60% Series 43,574 $ 91.09
4.64% Series 40,250 $ 91.88
6.08% Series 64,021 $ 103.34
Cumulative Preferred Stock
6% 55,660 $ 116.50
The total number of NEP preferred shares tendered represents
73.1% of the total outstanding shares of NEP preferred stock.
Approximate
Number of
Shares Price per
Massachusetts Electric Company Tendered Share*
- ------------------------------ ------------ ----------
$100 par value
Dividend Series Preferred Stock
4.44% Series 47,034 $ 87.92
4.76% Series 47,470 $ 94.26
6.99% Series 146,000 $ 120.73
$25 par value
Preferred Stock - Cumulative
6.84% Series 407,439 $ 27.00
*plus accrued dividends
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The total number of Mass. Electric preferred shares tendered
represents 68.2% of the total outstanding shares of Mass.
Electric preferred stock.
Approximate
Number of
Shares Price per
The Narragansett Electric Company Tendered Share*
- --------------------------------- ---------- ----------
$50 par value
Cumulative Preferred Stock
4.50% Series 128,425 $42.86
4.64% Series 88,504 $45.94
6.95% Series 254,950 $60.25
*plus accrued dividends
The total number of Narragansett preferred shares tendered
represents 64.6% of the total outstanding shares of Narragansett
preferred stock.
The actual number of shares tendered for purchase of each of
the companies will depend on the final report of the depositary
and subsequent confirmation of proper delivery.
In addition, special meetings of preferred shareholders of
NEP, Mass. Electric, and Narragansett were held on Friday,
December 12, 1997 at which amendments to NEP's and Mass.
Electric's By-Laws and Articles of Incorporation, and
Narragansett's Preferred Stock Provisions (together, the
Provisions) were passed by more than the necessary two-thirds
majority of each of the companies' preferred shareholders, which
removed from the Provisions a limitation on each companies'
ability to issue unsecured debt without the prior approval of the
preferred shareholders.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this Current Report on Form
8-K to be signed on its behalf by the undersigned thereunto duly
authorized.
NEW ENGLAND ELECTRIC SYSTEM
s/Alfred D. Houston
By
Alfred D. Houston
Executive Vice President and
Chief Financial Officer
Date: December 18, 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.
