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File No. 70-9347
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
AMENDMENT No. 2
TO
FORM U-1
APPLICATION/DECLARATION
UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
NEW ENGLAND POWER COMPANY
AND
NEW ENGLAND ELECTRIC SYSTEM
25 Research Drive
Westborough, Massachusetts 01582
(Names of companies filing this statement and
address of principal executive office)
NEW ENGLAND ELECTRIC SYSTEM
(Name of top registered holding company parent of applicant)
John G. Cochrane Robert King Wulff
Treasurer Corporation Counsel
25 Research Drive 25 Research Drive
Westborough, Massachusetts 01582 Westborough, Massachusetts 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. 70-9347, is hereby further
amended as follows:
1. Item 1 is amended by adding the following new paragraph
after the fifth paragraph therein:
" NEP estimates that its capital structure, as of December
31, 1998, based on an initial repurchase of $450 million of
common shares would be $372 million or 45.2 percent long-term
debt, $2 million or 0.2 percent preferred stock, and $450 million
or 54.6 percent common equity. This estimate also assumes the
redemption of all remaining callable preferred stock of NEP will
be completed. In addition, NEP expects to repurchase over time
additional common shares within the requested authorized amount."
2. Item 6 is hereby amended by deleting subsection (b) in
its entirety and replacing it with the following:
"(b) Financial Statements
1-A Balance Sheets of NEES (Parent Company only) and NEP at June 30,
1998, Actual
1-B Statements of Income and Retained Earnings for NEES (Parent
Company only) and NEP for twelve months ended June 30, 1998,
Actual
2-A Consolidated Balance Sheet of NEES at June 30, 1998, Actual
2-B Statement of Consolidated Income for NEES for twelve months ended
June 30, 1998, Actual
3-A Pro Forma Consolidated Balance Sheet of NEES at June 30, 1998 and
Pro Forma Statements of Consolidated Income of NEES for the year
ended December 31, 1997 and six months ended June 30, 1998, to
reflect the sale of the nonnuclear generation business, and the
notes thereto, incorporated herein by reference to Exhibits 1-3 to
the Current Report on Form 8-K filed by NEES on September 16,
1998.
3-B Pro Forma Balance Sheet of NEP at June 30, 1998 and Pro Forma
Statements of Income for NEP for the year ended December 31, 1997
and six months ended June 30, 1998, to reflect the sale of the
nonnuclear generation business, and the notes thereto,
incorporated herein by reference to Exhibits 1-3 to the Current
Report on Form 8-K filed by NEP on September 16, 1998.
27 Financial Data Schedules for NEES and NEP"
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SIGNATURE
---------
Pursuant to the requirements of the Public Utility Holding
Company Act of 1935, each undersigned company has duly caused
this amendment to be signed on its behalf by the undersigned
officers thereunto duly authorized by each such company.
NEW ENGLAND ELECTRIC SYSTEM
NEW ENGLAND POWER COMPANY
s/John G. Cochrane
____________________________
John G. Cochrane
Treasurer
Date: September 18, 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
- ----------- ------------ ------
Financial Statements
--------------------
1-A Balance Sheets of NEES (Parent Previously filed
Company only) and NEP at June 30,
1998, Actual
1-B Statements of Income and Retained Previously filed
Earnings for NEES (Parent Company
only) and NEP for twelve months ended
June 30, 1998, Actual
2-A Consolidated Balance Sheet of NEES Previously filed
at June 30, 1998, Actual
2-B Statement of Consolidated Income for Previously filed
NEES for twelve months ended
June 30, 1998, Actual
3-A Pro Forma Consolidated Balance Sheet Incorporated by
of NEES at June 30, 1998 and Pro Forma reference
Statements of Consolidated Income of
NEES for the year ended December 31,
1997 and six months ended June 30, 1998,
to reflect the sale of the nonnuclear
generation business, and the notes
thereto, incorporated herein by
reference to Exhibits 1-3 to the
Current Report on Form 8-K filed by
NEES on September 16, 1998.
3-B Pro Forma Balance Sheet of NEP at June Incorporated by
30, 1998 and Pro Forma Statements of reference
Income for NEP for the year ended
December 31, 1997 and six months
ended June 30, 1998, to reflect the
sale of the nonnuclear generation
business, and the notes thereto,
incorporated herein by reference to
Exhibits 1-2 to the Current Report
on Form 8-K filed by NEP on
September 16, 1998.
27 Financial Data Schedules for NEES Previously filed
and NEP
