<PAGE>
File No. 70-9089
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
POST-EFFECTIVE 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)
John G. Cochrane 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)
<PAGE>
Form U-1 Application/Declaration dated August 18, 1997 (Commission's
File No. 70-9089), relating to short-term borrowing of certain subsidiaries of
NEES for the period from November 1, 1997 through October 31, 2001, as
amended, was declared effective by Order of the Commission dated October 29,
1997 (HCAR No. 26768). The Application/Declaration is hereby further amended
as follows:
"Item 1. Description of Proposed Transactions", is hereby amended by
deleting in the table in the third paragraph under the "Requested" column the
amount $375 million for NEP and replacing it with $750 million. In addition,
the following new paragraphs are inserted after the table in paragraph three:
NEP proposes to increase its current authorization of $375 million to
$750 million. As of March 1, 1998, NEP has $209 million of short-term debt
outstanding in the form of commercial paper and money pool borrowings. In
addition, NEP has $372 million of variable rate tax-exempt mortgage bonds
outstanding. Under the terms of these bonds, NEP is obligated to repurchase
these bonds in the event they cannot be remarketed to investors. NEP has a
$205 million bond purchase facility to support this obligation. Thus, NEP
requires $376 million to support the remaining variable rate tax-exempt
mortgage bonds plus the normal level of short-term debt.
NEP currently has 1,100 MW of purchased power contracts. NEP may have
opportunities to negotiate or buyout these purchased power contracts, which
may require lump sum, up-front payments. Also, upon divestiture of its non-
nuclear generation assets, NEP is required to defease its outstanding mortgage
bonds to either first call or maturity. The repurchase of some of these bonds
through a tender offer or open market purchases may achieve cost savings.
NEP, therefore, seeks to increase its short-term borrowing authority by an
additional $375 million.
Item 6(a) "Exhibits" is hereby amended by adding the following exhibits:
*D-1(d) Petition of NEP to the New Hampshire Public Utilities Commission
*D-2(d) Certified Copy of the order of the New Hampshire Public Utilities
Commission with respect to NEP
*F-1 Opinion of Counsel
H Proposed Form of Notice
*to be filed by amendment
Item 6(b) "Financial Statements" is hereby amended by adding the
following exhibits:
1 Balance sheet of NEP as of September 30, 1997
2 Statement of Income and Retained Earnings of NEP for the twelve months
ended September 30, 1997 on an actual basis
A Financial Data Schedule is being supplied for NEP.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Public Utility Holding Company Act
of 1935, each undersigned company has duly caused this Post-Effective
Amendment No. 1 to Form U-1 Application/Declaration to be signed on its
behalf, as indicated, by the undersigned officers thereunto duly authorized by
each such company.
NEW ENGLAND ELECTRIC SYSTEM
NEW ENGLAND POWER SERVICE COMPANY
NANTUCKET ELECTRIC COMPANY
NARRAGANSETT ENERGY RESOURCES COMPANY
NEW ENGLAND ELECTRIC TRANSMISSION CORPORATION
NEW ENGLAND ENERGY INCORPORATED
NEW ENGLAND HYDRO-TRANSMISSION ELECTRIC COMPANY, INC.
NEW ENGLAND HYDRO-TRANSMISSION CORPORATION
s/John G. Cochrane
By
John G. Cochrane, Treasurer
NEW ENGLAND POWER COMPANY
GRANITE STATE ELECTRIC COMPANY
THE NARRAGANSETT ELECTRIC COMPANY
s/John G. Cochrane
By
John G. Cochrane, Assistant Treasurer
MASSACHUSETTS ELECTRIC COMPANY
s/Michael E. Jesanis
By
Michael E. Jesanis, Treasurer
DATE: March 6, 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.
<PAGE>
EXHIBIT INDEX
Exhibit No. Description Page
- ----------- ------------------------------------ --------------
D-1(d) Petition of NEP to the New Hampshire To be filed
Public Utilities Commission by amendment
D-2(d) Certified Copy of the order of the To be filed
New Hampshire Public Utilities by amendment
Commission with respect to NEP
F-1 Opinion of Counsel To be filed
by amendment
H Proposed Form of Notice Filed herewith
Financial
Statement No.
- -------------
1 Balance sheet of NEP as of Filed herewith
September 30, 1997
2 Statement of Income and Retained Filed herewith
Earnings of NEP for the twelve
months ended September 30, 1997
on an actual basis
27 Financial Data Schedule for NEP Filed herewith
<PAGE>
EXHIBIT H
PROPOSED FORM OF NOTICE
New England Electric System (NEES), a registered holding company, 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), 25 Research Drive, Westborough, Massachusetts 01582,
have filed a post-effective amendment to an application/declaration File No.
70-9089 with this Commission pursuant to Sections 6(a), 7, 9(a), 10, and 12 of
the Public Utility Holding Company Act of 1935 (the Act) and Rules 42, 43, and
45 thereunder. The application/declaration was declared effective by Order of
the Commission dated October 29, 1997 (HCAR No. 26768).
Under the original filing, Mass. Electric, Nantucket, Narragansett, Mass.
Hydro, NEP, and NEPSCO (the Borrowing Companies) were authorized through
October 31, 2001, to borrow from NEES Money Pool and/or banks, and in the
cases of Mass. Electric, Narragansett, and NEP, to issue commercial paper, up
to specified maximum outstanding amounts. For NEP, the maximum amount so
authorized was $375,000,000.
By post-effective amendment, NEP seeks to increase its current
authorization of $375 million to $750 million. As of March 1, NEP has $209
million of short-term debt outstanding in the form of commercial paper and
money pool borrowings. In addition, NEP has $372 million of variable rate
tax-exempt mortgage bonds outstanding. Under the terms of these bonds, NEP is
obligated to repurchase these bonds in the event they cannot be remarketed to
investors. NEP has a $205 million bond purchase facility to support this
obligation. Thus, NEP requires $376 million to support the remaining variable
rate tax-exempt mortgage bonds plus the normal level of short-term debt.
NEP currently has 1,100 MW of purchased power contracts. NEP may have
opportunities to negotiate or buyout these purchased power contracts, which
may require lump sum, up-front payments. Also, upon divestiture of its non-
nuclear generation assets, NEP is required to defease its outstanding mortgage
bonds to either first call or maturity. The repurchase of some of these bonds
through a tender offer or open market purchases may achieve cost savings.
NEP, therefore, seeks to increase its short-term borrowing authority by an
additional $375 million.
<PAGE>
NEW ENGLAND POWER COMPANY
Balance Sheet
at September 30, 1997
(Unaudited)
ASSETS
------
(In Thousands)
Utility plant, at original cost $3,044,245
Less accumulated provisions for depreciation
and amortization 1,176,595
----------
1,867,650
Construction work in progress 29,136
----------
Net utility plant 1,896,786
----------
Investments:
Nuclear power companies, at equity 50,370
Non-utility property and other investments 30,805
----------
Total investments 81,175
----------
Current assets:
Cash 1,273
Accounts receivable:
Affiliated companies 229,027
Accrued NEEI revenues 21,551
Others 24,630
Fuel, materials and supplies, at average cost 57,332
Prepaid and other current assets 21,557
----------
Total current assets 355,370
----------
Deferred charges and other assets 464,623
----------
$2,797,954
==========
CAPITALIZATION AND LIABILITIES
------------------------------
Capitalization:
Common stock, par value $20 per share,
authorized and outstanding 6,449,896 shares $ 128,998
Premiums on capital stocks 86,779
Other paid-in capital 289,818
Retained earnings 408,559
Unrealized gain on securities, net 29
----------
Total common equity 914,183
Cumulative preferred stock, par value $100 per share 39,666
Long-term debt 647,666
----------
Total capitalization 1,601,515
----------
Current liabilities:
Long-term debt due in one year 53,000
Short-term debt (including $1,475,000 and $5,275,000
to affiliates) 97,950
Accounts payable (including $32,630,000 and $25,301,000
to affiliates) 127,963
Accrued liabilities:
Taxes 13,567
Interest 9,537
Other accrued expenses 15,392
Dividends payable 35,475
----------
Total current liabilities 352,884
----------
Deferred federal and state income taxes 375,134
Unamortized investment tax credits 53,969
Other reserves and deferred credits 414,452
----------
$2,797,954
==========
<PAGE>
NEW ENGLAND POWER COMPANY
Statement of Income
For the Twelve Months Ended
September 30, 1997
(Unaudited)
<TABLE>
<CAPTION>
(In Thousands)
<S> <C>
Operating revenue, principally from affiliates $1,671,299
----------
Operating expenses:
Fuel for generation 376,172
Purchased electric energy 538,429
Other operation 235,020
Maintenance 83,386
Depreciation and amortization 95,003
Taxes, other than income taxes 67,880
Income taxes 85,120
----------
Total operating expenses 1,481,010
----------
Operating income 190,289
Other income:
Allowance for equity funds used during construction
Equity in income of nuclear power companies 4,898
Other income (expense), net (4,883)
----------
Operating and other income 190,304
----------
Interest:
Interest on long-term debt 42,855
Other interest 7,032
Allowance for borrowed funds used during construction (1,245)
----------
Total interest 48,642
----------
Net income $ 141,662
==========
Statements of Retained Earnings
Retained earnings at beginning of period $ 396,358
Net income 141,662
Dividends declared on cumulative preferred stock (2,075)
Dividends declared on common stock (127,386)
Premium on redemption of preferred stock
----------
Retained earnings at end of period $ 408,559
==========
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> UT
<LEGEND> THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM THE BALANCE SHEET AND RELATED STATEMENTS OF INCOME,
RETAINED EARNINGS AND CASH FLOWS OF NEW ENGLAND POWER COMPANY,
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
<MULTIPLIER> 1,000
<S> <C>
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> SEP-30-1997
<PERIOD-TYPE> 9-MOS
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 1,896,786
<OTHER-PROPERTY-AND-INVEST> 81,175
<TOTAL-CURRENT-ASSETS> 355,370
<TOTAL-DEFERRED-CHARGES> 464,623 <F1>
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 2,797,954
<COMMON> 128,998
<CAPITAL-SURPLUS-PAID-IN> 376,597
<RETAINED-EARNINGS> 408,559
<TOTAL-COMMON-STOCKHOLDERS-EQ> 914,183 <F3>
0
39,666
<LONG-TERM-DEBT-NET> 647,666
<SHORT-TERM-NOTES> 1,475
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 96,475
<LONG-TERM-DEBT-CURRENT-PORT> 53,000
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 1,045,489
<TOT-CAPITALIZATION-AND-LIAB> 2,797,954
<GROSS-OPERATING-REVENUE> 1,277,871
<INCOME-TAX-EXPENSE> 68,468
<OTHER-OPERATING-EXPENSES> 1,064,188
<TOTAL-OPERATING-EXPENSES> 1,132,656
<OPERATING-INCOME-LOSS> 145,215
<OTHER-INCOME-NET> 101
<INCOME-BEFORE-INTEREST-EXPEN> 145,316
<TOTAL-INTEREST-EXPENSE> 35,837
<NET-INCOME> 109,479
1,556
<EARNINGS-AVAILABLE-FOR-COMM> 107,923
<COMMON-STOCK-DIVIDENDS> 99,974
<TOTAL-INTEREST-ON-BONDS> 31,599
<CASH-FLOW-OPERATIONS> 173,833
<EPS-PRIMARY> 0 <F2>
<EPS-DILUTED> 0 <F2>
<FN>
<F1> Total deferred charges includes other assets.
<F2> Per share data is not relevant because the Company's common stock is
wholly-owned by New England Electric System.
<F3> Total common stockholders equity is reflected net of unrealized gain on
securities.
</FN>
