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File No. 70-9143
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
CERTIFICATE OF NOTIFICATION
Pursuant to Rule 24(a) under the Public
Utility Holding Company Act of 1935
Filed by
NEW ENGLAND ELECTRIC SYSTEM
It is hereby certified that as of January 7, 1998, certain
transactions covered by the Statement on Form U-1 and amendments
thereto, and the Order of the Securities and Exchange Commission
in this file dated December 11, 1997 (Release No. 35-26796), with
respect thereto have been carried out, in accordance with the
terms and conditions of and for the purpose represented in said
statement and Order of the Commission, as follows:
The proposed amendments to NEP's By-Laws and Articles of
Organization, MECO's By-Laws and Articles of Organization,
and NECO's Preferred Stock Preference Provisions were all
approved at special meetings of the stockholders of each of
the three companies held on December 12, 1997. Together with
the approval of the NECO common stockholder and a vote of
the NECO Board of Directors, both on December 15, 1997,
these amendments eliminated certain limitations on the
issuance of unsecured indebtedness.
Pursuant to tender offers which expired on December 12,
1997;
New England Electric System (NEES) purchased 47,185 shares
of Massachusetts Electric Company's (MECO) 4.44% Dividend
Series Preferred Stock, 47,470 shares of MECO's 4.76%
Dividend Series Preferred Stock, 146,000 shares of MECO's
6.99% Dividend Series Preferred Stock, and 407,839 shares of
MECO's 6.84% Preferred Stock-Cumulative.
NEES purchased 130,791 shares of The Narragansett Electric
Company's (NECO) 4.50% Series Cumulative Preferred Stock,
88,783 shares of NECO's 4.64% Series Cumulative Preferred
Stock, and 254,950 shares of NECO's 6.95% Series Cumulative
Preferred Stock.
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NEES purchased 86,410 shares of New England Power Company's
(NEP) 4.56% Dividend Series Preferred Stock, 43,924 shares
of NEP's 4.60% Dividend Series Preferred Stock, 40,250
shares of NEP's 4.64% Dividend Series Preferred Stock,
64,204 shares of NEP's 6.08% Dividend Series Preferred
Stock, and 56,127 shares of NEP's 6.00% Cumulative Preferred
Stock.
The tendering holders of all of the above shares were paid
by the Depositary on December 19, 1997, except for the
holder of 521 shares of NECO's 4.50% Series Cumulative
Preferred Stock, who was paid on January 7, 1998.
NEES continues to hold the 290,915 shares of NEP's Preferred
Stock mentioned above. On December 31, 1997, NEES donated
all preferred shares of MECO and NECO tendered to NEES to
MECO and NECO, respectively, as a capital contribution.
These preferred shares purchased from MECO and NECO were
cancelled and retired on December 31, 1997, except for 521
shares of NECO's 4.50% Series Cumulative Preferred Stock,
which are in the process of being cancelled and retired.
The required "past tense" opinion of counsel is attached
hereto.
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SIGNATURE
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Pursuant to the requirements of the Public Utility Holding
Company Act of 1935, the undersigned company has duly caused this
Certificate of Notification (Commission's File No. 70-9143) to be
signed on its behalf by the undersigned officer thereunto duly
authorized.
NEW ENGLAND ELECTRIC SYSTEM
s/Michael E. Jesanis
By
Michael E. Jesanis
Vice President and
Treasurer
Date: January 20, 1998
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
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F Past Tense Opinion of Counsel Filed herewith
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EXHIBIT F
25 Research Drive, Westborough, Massachusetts 01582
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January 16, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: File No. 70-9143
Dear Commissioners:
The statement on Form U-1 as amended, relating to the
amendment of corporate documents restricting the issuance of
unsecured debt of certain utility subsidiaries of New England
Electric System (NEES) and the tender offer for the preferred
stock of said utilities by NEES, was permitted to become
effective by Commission's Order dated November 7, 1997, and a
further Order dated December 11, 1997. I have reviewed the
following actions taken subsequent to the opinion of Kirk L.
Ramsauer and me dated December 5, 1997 which was filed as Exhibit
F to the statement on Form U-1, as amended, to carry out the
transactions described in the statement:
Amendment of Corporate Documents
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1. As stated above, further appropriate action by your
Commission under the Public Utility Holding Company Act
of 1935 was taken by an Order dated December 11, 1997
(HCAR No. 26796).
2. At a meeting held December 12, 1997, of the
stockholders of Massachusetts Electric Company (Mass.
Electric), 93% votes of the outstanding preferred
shares and 100% of the common shares, each voting as a
separate class, voted in favor of amendments to the
Articles of Organization and By-Laws of Mass. Electric
deleting the restrictions on unsecured indebtedness.
3. At a meeting held December 12, 1997, of the
stockholders of The Narragansett Electric Company
(Narragansett), 92% of the outstanding preferred stock
voted in favor of amending the preferred stock
preference provisions deleting the restrictions on
unsecured indebtedness. In a separate vote, 100% of
the common shares voted in favor of amending the
preferred stock preference provisions deleting the
restrictions on unsecured indebtedness. On December
15, 1997, the directors of Narragansett also voted to
amend the preferred stock preference provisions
deleting the restrictions on unsecured indebtedness.
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4. At a meeting held December 12, 1997, of the
stockholders of New England Power Company (the Power
Company), 91% of the Dividend Series Preferred
shareholders and 99% of the Common and 6% Cumulative
Preferred Stock (being the shares with general voting
rights), each voting as a separate class, voted in
favor of amendments to the Articles of Organization and
By-Laws of the Power Company deleting the restrictions
on unsecured indebtedness.
5. Pursuant to the tender offer which expired on December
12, 1997, NEES purchased 47,185 shares of Mass.
Electric's 4.44% Dividend Series Preferred Stock,
47,470 shares of Mass. Electric's 4.76% Dividend Series
Preferred Stock, 146,000 shares of Mass. Electric's
6.99% Dividend Series Preferred Stock, and 407,839
shares of Mass. Electric's 6.84% Preferred Stock-
Cumulative.
6. Pursuant to the tender offer which expired on December
12, 1997, NEES purchased 130,791 shares of
Narragansett's 4.50% Series Cumulative Preferred Stock,
88,783 shares of Narragansett's 4.64% Series Cumulative
Preferred Stock, and 254,950 shares of Narragansett's
6.95% Series Cumulative Preferred Stock.
7. Pursuant to the tender offer which expired on December
12, 1997, NEES purchased 86,410 shares of the Power
Company's 4.56% Dividend Series Preferred Stock, 43,924
shares of the Power Company's 4.60% Dividend Series
Preferred Stock, 40,250 shares of the Power Company's
4.64% Dividend Series Preferred Stock, 64,204 shares of
the Power Company's 6.08% Dividend Series Preferred
Stock, and 56,217 shares of the Power Company's 6.00%
Cumulative Preferred Stock.
8. On December 31, 1997, NEES donated all preferred shares
of Mass. Electric and Narragansett purchased by it
pursuant to the tender offers to the issuing companies
as capital contributions. The issuing companies
thereafter cancelled and retired said donated shares
(except for 521 shares of Narragansett preferred which
are in the process of being cancelled and retired).
With respect to the above described transactions, I have
reviewed the above mentioned opinion and I hereby confirm the
various opinions and statements contained therein. It is my
further opinion that the foregoing transactions have been carried
out in accordance with the statement.
Very truly yours,
s/Robert King Wulff
Robert King Wulff
Corporation Counsel
