<PAGE>
File No. 70-9089
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)
GRANITE STATE ELECTRIC COMPANY (Granite)
MASSACHUSETTS ELECTRIC COMPANY (Mass. Electric)
NANTUCKET ELECTRIC COMPANY (Nantucket)
THE NARRAGANSETT ELECTRIC COMPANY (Narragansett)
NARRAGANSETT ENERGY RESOURCES COMPANY (NERC)
NEW ENGLAND ELECTRIC TRANSMISSION CORPORATION (NEET)
NEW ENGLAND ENERGY INCORPORATED (NEEI)
NEW ENGLAND HYDRO-TRANSMISSION ELECTRIC COMPANY, INC.
(Mass. Hydro)
NEW ENGLAND HYDRO-TRANSMISSION CORPORATION (NH Hydro)
NEW ENGLAND POWER COMPANY (NEP)
NEW ENGLAND POWER SERVICE COMPANY (NEPSCO)
and
NEW ENGLAND ELECTRIC SYSTEM (NEES)
(Names of companies filing this statement)
25 Research Drive, Westborough, Massachusetts 01582
407 Miracle Mile, Suite 1, Lebanon, NH 03766 (Granite)
25 Fairgrounds Road, Nantucket, MA 02554 (Nantucket)
280 Melrose Street, Providence, RI 02901 (Narragansett)
(Address of principal executive offices)
NEW ENGLAND ELECTRIC SYSTEM
(Name of top registered holding company parent
of the participating companies herein)
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)
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Form U-1 Application/Declaration under the Public Utility Holding
Company Act of 1935, File No. 70-9089, is hereby amended as follows:
Item 6(a) is hereby amended by supply Exhibit F, Legal Opinion, filed
herewith.
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SIGNATURES
Pursuant to the requirements of the Public Utility Holding Company Act
of 1935, each undersigned company has duly caused this Amendment No. 1 to be
signed on its behalf, as indicated, by the undersigned officers thereunto duly
authorized by each such company.
NEW ENGLAND ELECTRIC SYSTEM
MASSACHUSETTS ELECTRIC COMPANY
NEW ENGLAND POWER COMPANY
NEW ENGLAND POWER SERVICE COMPANY
s/Michael E. Jesanis
By
Michael E. Jesanis, Treasurer
NARRAGANSETT ENERGY RESOURCES COMPANY
NEW ENGLAND ELECTRIC TRANSMISSION CORPORATION
NEW ENGLAND HYDRO-TRANSMISSION ELECTRIC COMPANY, INC.
NEW ENGLAND HYDRO-TRANSMISSION CORPORATION
s/Howard W. McDowell
By
Howard W. McDowell, Controller
NANTUCKET ELECTRIC COMPANY
GRANITE STATE ELECTRIC COMPANY
THE NARRAGANSETT ELECTRIC COMPANY
s/Lawrence J. Reilly
By
Lawrence J. Reilly, President
NEW ENGLAND ENERGY INCORPORATED
s/Kirk L. Ramsauer
By____________________________________
Kirk L. Ramsauer, Clerk
DATE: October 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.
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EXHIBIT INDEX
Exhibit No. Description Page
- ----------- --------------------------- --------------
F Opinion of Counsel Filed herewith
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Exhibit F
---------
25 Research Drive, Westborough, Massachusetts 01582
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October 7, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: New England Electric System, et al.
File No. 70-9089
Dear Commissioner:
New England Electric System (NEES)and eleven of its subsidiaries,
Granite State Electric Company (Granite), Massachusetts Electric Company
(Mass. Electric), Nantucket Electric Company (Nantucket), The Narragansett
Electric Company (Narragansett), Narragansett Energy Resources Company (NERC),
New England Electric Transmission Corporation (NEET), New England Energy
Incorporated (NEEI), New England Hydro-Transmission Electric Company, Inc.
(Mass. Hydro), New England Hydro-Transmission Corporation (NH Hydro), New
England Power Company (NEP), and New England Power Service Company (NEPSCO)
(collectively, the Participating Companies), filed an Application/Declaration,
dated August 18, 1997, on Form U-1 with your Commission, regarding their
participation in the NEES Money Pool (the Pool) and short-term borrowings by
certain of the Participating Companies from November 1, 1997, to October 31,
2001.
Mass. Electric, Nantucket, Narragansett, Mass. Hydro, NEP, and NEPSCO
(the Borrowing Companies) have requested authority to borrow from banks and/or
from the Pool and/or, in the cases of Mass. Electric, Narragansett, and NEP,
through dealers in commercial paper from time to time not to exceed the
amounts listed below:
Mass. Electric $150,000,000.00
Nantucket $ 5,000,000.00
Narragansett $100,000,000.00
Mass. Hydro $ 25,000,000.00
NEP $375,000,000.00
NEPSCO $ 12,000,000.00
Borrowings from banks will be evidenced by notes maturing in less than
one year from the date of issue. Borrowings from the Pool will be payable on
demand, and may, but need not be, evidenced by notes. In the cases of Mass.
Electric, Narragansett, and NEP, borrowings through commercial paper dealers
will be evidenced by unsecured promissory notes with maturities not exceeding
270 days.
Granite, NEET, and NH Hydro (the NH Companies) may also borrow from the
Money Pool; however, those companies have received express authorization for
such borrowings from the Public Utilities Commission of New Hampshire, the
state in which such utility companies are organized and doing business.
Participating Companies other then the Borrowing Companies (and the NH
Companies) are participants in the Pool; however, their participation is
limited exclusively to that of a lender of funds.
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Corporate Authority
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The Participating Companies are duly organized in the states and
engaging in the types of business as described below:
<TABLE>
<CAPTION>
Name of State of
Company Organization Type of Business
- ------- ------------ ----------------
<S> <C> <C>
NEES Massachusetts Registered Holding Company
Granite New Hampshire Retail Electric Company
Mass. Electric Massachusetts Retail Electric Company
Nantucket Massachusetts Retail Electric Company
Narragansett Rhode Island Retail Electric Company
NEET New Hampshire Electric Transmission Company
NERC Rhode Island Wholesale Electric Generating Company
NEEI Massachusetts Oil and Gas Exploration Company
Mass. Hydro Massachusetts Electric Transmission Company
NH Hydro New Hampshire Electric Transmission Company
NEP Massachusetts Wholesale Electric Generation
and Transmission Company
NEPSCO Massachusetts Service Company
</TABLE>
It is our opinion that (1) the Participating Companies have corporate
authority and have been duly authorized by their respective boards of
directors to participate in the Pool; (2) the Borrowing Companies have
corporate authority to make the proposed borrowings, and in the cases of Mass.
Electric, Narragansett, and NEP, to issue commercial paper, to the maximum
amounts as authorized by their respective board of directors; and (3) no
action by the stockholders of the Participating Companies is necessary for the
proposed transactions.
State Regulatory Approval
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(1) New Hampshire
The New Hampshire Public Utilities Commission (NHPUC) has jurisdiction
over the proposed issuance of short-term promissory notes by Granite, NEET,
NEP, and NH Hydro. The NHPUC has authorized Granite, NEET, NEP, and NH Hydro
to incur short-term indebtedness in amounts outstanding at any one time not to
exceed $10 million for Granite, $10 million for NEET, $375 million for NEP,
and $25 million for NH Hydro (Order No. 20,369, dated January 14, 1992; Order
No. 18,308 dated June 23, 1986, DF 86-149; Order No. 20,952 dated September 8,
1993. DF 93-152; Order No. 20,073 dated March 6, 1991, DF 91-008,
respectively).
(2) Massachusetts
The Massachusetts Department of Public Utilities (MDPU) has jurisdiction
over the participation in the Pool as lenders by Mass. Electric, Mass. Hydro,
Nantucket, and NEP. The MDPU issued (i) an order, dated January 18, 1989 (DPU
88-166), as supplemented by an order dated February 27, 1992 (DPU 91-133),
authorizing Mass. Electric, Mass. Hydro, and NEP and (ii) an order dated
October 10, 1995 (DPU 95-67) authorizing Nantucket to participate in the Pool
under the current terms.
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Other than the regulatory approvals described above, no other regulatory
approval from any state agency is necessary.
Other Limitations
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The respective board of directors of each Participating Company has
authorized the participation in the Pool and, in the cases of the Borrowing
Companies (excluding the NH Companies), the proposed borrowings to maximum
amounts of: $150 million for Mass. Electric; $5 million for Nantucket; $100
million for Narragansett; $25 million for Mass. Hydro; $375 million for NEP;
and $20 million for NEPSCO.
The holders of the Cumulative Preferred Stock of Mass. Electric,
Narragansett, and NEP have each authorized unsecured indebtedness not in
excess of 20% of capitalization through September 30, 1998 for Mass. Electric,
September 30, 1998 for Narragansett, and November 1, 1998 for NEP.
We are advised that each of the above companies will be within their
respective limitations unless and until so authorized by their respective
boards of directors and, in the cases of Mass. Electric, Narragansett, and
NEP, by the holders of their respective Cumulative Preferred Stock.
Based upon and subject to the foregoing and appropriate action by the
Securities and Exchange Commission under the Public Utility Holding Company
Act of 1935, it is our opinion that, in the event the proposed transactions
are consummated in accordance with the Statement on Form U-1, as amended:
(a) All state laws applicable to the proposed transactions will be
complied with;
(b) The Borrowing Companies are validly organized and duly existing;
and any notes representing the borrowings, when duly executed and
delivered and when the consideration therefor has been received,
will be valid and binding obligations of the respective company in
accordance with the terms of the notes, subject to laws of general
application affecting the rights and remedies of creditors;
(c) Each of the Participating Companies will legally acquire the
appropriate interest in any borrowing by other members of the
Pool; and
(d) The consummation of the proposed transactions will not violate the
legal rights of the holders of any securities issued by the
Participating Company concerned, or any associate company thereof.
We hereby consent to the use of this opinion in connection with the
Statement on Form U-1, as amended, filed with your Commission with reference
to 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
