<PAGE>
File No. 70-9441
SECURITIES AND EXCHANGE COMMISSION
450 Fifth Street, N.W.
Washington, DC 20549
Amendment No. 2
To
FORM U-1
APPLICATION/DECLARATION
UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
NEW ENGLAND ELECTRIC SYSTEM
(Name of company filing this statement)
25 Research Drive
Westborough, Massachusetts 01582
(Address of principal executive offices)
NEW ENGLAND ELECTRIC SYSTEM
(Name of top registered holding company parent of applicant)
John G. Cochrane Kirk L. Ramsauer
Vice President and Treasurer Deputy General 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 under the Public Utility
Holding Company Act of 1935, File No. 70-9441, is hereby further
amended as follows:
1. Replacing the first paragraph of Item 1 with the following:
"NEES has entered into an Agreement and Plan of Merger, dated
as of December 11, 1998 (the Merger Agreement) with The National
Grid Group plc, a public limited company incorporated under the
laws of England and Wales (National Grid) and Iosta LLC, a
Massachusetts limited liability company which is directly and
indirectly wholly owned by National Grid (Iosta). Iosta changed
its name to NGG Holdings LLC (NGG Holdings) subsequent to the
execution of the Merger Agreement. On the closing date, NGG
Holdings would merge with and into NEES (the Merger). National
Grid has informed NEES that as soon as possible following the
merger closing, National Grid intends to amend the Trust Agreement
to permit a merger of NEES into a Massachusetts business
corporation. As soon as possible following such amendment,
National Grid intends to merge NEES with and into a newly-formed,
wholly-owned subsidiary of National Grid, which will be a
Massachusetts business corporation. At that time, the separate
existence of NEES will cease. On December 14, 1998, NEES and
National Grid jointly issued a press release announcing the
proposed merger and related information, a copy of which is
attached as Exhibit B-2. This proposed merger will require
Commission approval under the Act; a separate filing for such
approval was filed on March 26, 1999."
2. By replacing the penultimate paragraph in Item 1 (concerning
the annual meeting date) to read:
"NEES proposes to hold its annual meeting on May 3, 1999."
3. By adding the following paragraph to the end of Item 1:
"NEES does not currently have an ownership interest in an
exempt wholesale generator (EWG) as defined in Section 32 of the
Act or a foreign utility company (FUCO) as defined in Section 33 of
the Act. Additionally, NEES is not a party to, nor does it have
any rights under, a service, sales, or construction agreement with
an EWG or FUCO. NEES shall comply with the requirements of Rules
53 and 54 of the Act in connection with EWG and FUCO acquisitions
and financings."
4. By supplying the following exhibit:
F Opinion of Counsel
<PAGE>
SIGNATURE
---------
Pursuant to the requirements of the Public Utility Holding
Company Act of 1935, the undersigned company has duly caused this
amendment to its Application/Declaration on Form U-1 to be signed
on its behalf, as indicated, by the undersigned officer thereunto
duly authorized.
NEW ENGLAND ELECTRIC SYSTEM
s/Michael E. Jesanis
By: ___________________________
Michael E. Jesanis
Senior Vice President and
Chief Financial Officer
Dated: April 23, 1999
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
- ----------- ----------------------------- ---------------
A-1 NEES Agreement and Declaration Previously filed
of Trust
A-2 Proposed Amendment to Agreement Previously filed
and Declaration of Trust
B-1 Preliminary Proxy Statement/Draft Previously filed
B-2 Press Release Previously filed
B-3 Agreement and Plan of Merger Previously filed
F Opinion of Counsel Filed herewith
H Proposed Notice Previously filed
<PAGE>
EXHIBIT F
25 RESEARCH DRIVE, WESTBOROUGH, MASSACHUSETTS 01582
=====================================================
April 22, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: File No. 70-9441
Dear Commissioners:
New England Electric System (NEES) filed an
Application/Declaration on Form U-1 on January 27, 1999, as
amended, relating to approval to amend its Agreement and
Declaration of Trust (as defined below) and to solicit the proxies
of the holders of common shares of NEES.
It is my opinion that NEES is a voluntary association duly
created in The Commonwealth of Massachusetts under an Agreement
and Declaration of Trust dated as of January 2, 1926, as amended;
that NEES is validly organized and duly existing; that the
Agreement and Declaration of Trust may be amended as set forth in
the statement on Form U-1 upon (i) authorization by the
affirmative vote of a majority of the NEES common shares
outstanding, (ii) the affirmative vote of two-thirds of the Board
of Directors, and (iii) presentation of a certificate regarding
such amendments to the Trustee and the filing of such amendments
where required by law.
Based upon the foregoing and subject to necessary action by
the NEES shareholders and the Board of Directors of NEES and the
presentation of an appropriate certificate to the Trustee and the
filing of such amendments where required by law, as well as
appropriate action by the Commission under the Public Utility
Holding Company Act of 1935, it is my opinion that, in the event
the Agreement and Declaration of Trust is amended and proxies are
solicited in accordance with the statement on Form U-1 as it is now
being amended (the Proposed Transactions):
<PAGE>
(a) All state laws applicable to the Proposed Transactions
will have been complied with; and
(b) The consummation of the Proposed Transactions will not
violate the legal rights of the holders of any
securities issued by NEES or any associate company
thereof.
I hereby consent to the use of this opinion in connection
with the statement on Form U-1, as amended, filed with the
Securities and Exchange Commission with reference to said
transactions.
Very truly yours,
s/Kirk L. Ramsauer
Kirk L. Ramsauer
Deputy General Counsel
<PAGE>
NEW ENGLAND ELECTRIC SYSTEM New England Electric System
25 Research Drive
Westborough, Massachusetts 01582
Tel. (508) 389-2000
Michael E. Jesanis
Senior Vice President and
Chief Financial Officer
April 23, 1999
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, DC 20549
Re: File No. 70-9441
Ladies and Gentlemen:
New England Electric System is a participant in the
Electronic Data Gathering and Retrieval Program.
Submitted herewith in electronic format for filing with the
Commission is Amendment No. 2 to Form U-1 Application/Declaration.
Very truly yours,
s/Michael E. Jesanis
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.
