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File No. 70-9417
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 29, 1999, certain
transactions covered by the Application/Declaration on Form U-1
and amendments thereto, File No. 70-9417, and in the Order of the
Securities and Exchange Commission with respect thereto dated
January 27, 1999 (HCAR No. 26969) have been carried out, in
accordance with the terms and conditions of and for the purposes
represented in said Form U-1 and the Order of the Commission.
Metrowest Realty LLC (the Property Company) was organized as
a Delaware limited liability company with New England Electric
System (NEES) as the sole member.
NEES made investments in the Property Company in the amounts
of a capital contribution of one million dollars and open account
advances of ten million dollars.
The Property Company purchased the headquarters complex on
Research Drive, Westborough, Massachusetts, from John Hancock
Mutual Life Insurance Company for $8,064,000.
The Property Company purchased the service building on Salem
Turnpike (Route 114), North Andover, Massachusetts from John
Hancock for $2,936,000.
The required "past tense" opinion of counsel is attached
hereto as Exhibit I.
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SIGNATURE
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. 70-9417) to be
signed on its behalf by the undersigned officer thereunto duly
authorized.
NEW ENGLAND ELECTRIC SYSTEM
s/John G. Cochrane
By
John G. Cochrane
Treasurer
Dated: February 5, 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.
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION PAGE
- ----------- ----------- ----
I "Past Tense" Opinion of Counsel Filed
herewith
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Exhibit I
25 Research Drive, Westborough, Massachusetts 01582
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February 5, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: File No. 70-9417
Dear Commissioners:
The Application/Declaration on Form U-1 and amendments
thereto filed in the above proceeding were permitted to become
effective by the Commission's Order dated January 27, 1999 (HCAR
No. 26969). As counsel for the New England Electric System
(NEES) and Metrowest Realty LLC (the Property Company), I have
reviewed the actions taken subsequent to my opinion dated January
22, 1999, to complete the transactions as contemplated in the
Statement:
NEES made a capital contribution to Metrowest in the amount
of one million dollars and open account advances of ten
million dollars.
The Property Company purchased two parcels of real estate
from John Hancock Mutual Life Insurance Company.
I have reviewed the above mentioned opinion, which was filed
by amendment as Exhibit F to the Statement, and I hereby confirm
the various opinions and statements contained therein. It is my
further opinion that:
(a) The foregoing transaction has been carried out in
accordance with the Application/Declaration and the
Commission's Order (HCAR 35- 26969) with respect
thereto;
(b) All state laws applicable to the transaction have been
complied with;
(c) The Property Company was validly organized and is duly
existing;
(d) NEES legally acquired the interest in the Property
Company;
(e) The Property Company legally acquired the Service
Building and the Headquarters Complex from John Hancock
Mutual Life Insurance Company; and
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(f) The consummation of the transaction did not violate the
legal rights of the holders of any securities issued by
NEES, the Property Company, or any associate company
thereof.
Very truly yours,
s/Robert King Wulff
Robert King Wulff
Corporation Counsel
