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File No. 70-9441
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
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
Treasurer Deputy General 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. 70-9441, is hereby amended by (i) adding the
following to the end of Item 1:
On February 1, 1999, NEES announced that it had entered into an
agreement to merge with Eastern Utility Associates (EUA), under which NEES
will acquire all outstanding shares of EUA for $31 per share subject to an
upward adjustment. The merger between NEES and EUA is not conditioned on the
closing of the merger between NEES and National Grid. NEES shareholders are
not being asked to vote on the NEES/EUA merger because no NEES shares are
being offered in connection with the merger, and because the NEES Trust
Agreement does not require that NEES shareholders approve such a merger.
However, the proxy statement for the approval of the NEES/National Grid merger
needs to include a description of the NEES/EUA proposed merger.
Contemporaneously herewith NEES is filing under a request for confidential
treatment an updated, revised preliminary proxy statement (one marked to show
changes from the January 27, 1999 filing and one unmarked copy) including the
NEES/EUA information. The proposed NEES/EUA merger will require Commission
approval under the Act; a separate NEES/EUA joint filing for such approval
will be made at a later date.
and (ii) by filing the following revised exhibit:
B-1 Preliminary Proxy Statement Draft.
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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 amendment to the
Application/ Declaration on Form U-1 (Commission's File No. 70-9441) to be
signed on its behalf, as indicated by the undersigned officer thereunto duly
authorized.
NEW ENGLAND ELECTRIC SYSTEM
s/John G. Cochrane
By
John G. Cochrane, Treasurer
Date: February 12, 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
- ----------- ------------ ------
A-1 NEES Agreement and Declaration of Previously filed
Trust
A-2 Proposed Amendment to Agreement and Previously filed
Declaration of Trust
B-1 Preliminary Proxy Statement/Draft Confidential
treatment
requested
B-2 Press Release Previously filed
B-3 Agreement and Plan of Merger Previously filed
F Opinion of Counsel To be filed by
Amendment
H Proposed Notice Previously filed
