As filed with the Securities and Exchange Commission on April 12, 2000
File No. 70-9537
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM U-1
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AMENDMENT NO. 4 TO FORM U-1
APPLICATION/DECLARATION
UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
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National Grid USA Eastern Utilities Associates
Massachusetts Electric Company Blackstone Valley Electric Company
Granite State Electric Company Eastern Edison Company
The Narragansett Electric Company Montaup Electric Company
Nantucket Electric Company Newport Electric Corporation
New England Power Company 750 West Center Street New
England Hydro-Transmission Corporation West Bridgewater, MA 02379 New
England Hydro-Transmission Electric
Company
New England Electric Transmission Corporation
Research Drive LLC
New England Power Service Company
New England Energy Incorporated
25 Research Drive
Westborough, MA 01582
National Grid Group plc
National Grid (US) Holdings Limited
National Grid (US) Investments
National Grid House
Kirby Corner Road
Coventry CV4 8JY
United Kingdom
National Grid (Ireland) 1 Limited
National Grid (Ireland) 2 Limited
8-10 rue Mathias Hardt
BP39, L 2010
Luxembourg
National Grid General Partnership
10th Floor
Oliver Building
2 Oliver Street
Boston, MA 02109
(Name of companies and top registered holding company parents filing
this statement and addresses of principal executive offices)
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Michael E. Jesanis Donald G. Pardus
Kirk L. Ramsauer Clifford J. Hebert, Jr.
National Grid USA Eastern Utilities Associates
25 Research Drive 750 West Center Street
Westborough, MA 01582 West Bridgewater, MA 02379
(Name and addresses of agents for service)
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The Commission also is requested to send copies of any
communications in connection with this matter to:
Clifford M. Naeve, Esq. Arthur I. Anderson, P.C.
Judith A. Center, Esq. David A. Fazzone, P.C.
W. Mason Emnett, Esq. Amy J. Gould, Esq.
William C. Weeden McDermott, Will & Emery
Skadden, Arps, Slate, Meagher & 28 State Street
Flom LLP Boston, MA 02109-1775
1440 New York Avenue, N.W.
Washington, D.C. 20005
National Grid USA, a Delaware corporation and a registered public
utility holding company, and Eastern Utilities Associates, a registered
public utility holding company organized under a Declaration of Trust in
the Commonwealth of Massachusetts, hereby amend their Application/Declaration
on Form U-1 in File No. 70-9537 as follows:
1. By amending and restating the first paragraph in Item 1.A. as follows:
"This Form U-1 Application/Declaration
("Application/Declaration") seeks approvals relating to the proposed
combination of National Grid USA, a Delaware corporation located at
25 Research Drive, Westborough, MA 01582 ("Grid USA"),1 Eastern
Utilities Associates, organized under a Declaration of Trust and
located at 750 West Center Street, West Bridgewater, MA 02379
("EUA"), and Research Drive LLC ("LLC"), a Massachusetts limited
liability company2 located 25 Research Drive, Westborough, MA 01582
(the "Merger"). Pursuant to the merger, LLC will merge with and into
EUA, with EUA as the surviving entity, and, therefore, a wholly-owned
subsidiary of Grid USA. EUA subsequently will be merged with and into
Grid USA, with Grid USA as the surviving entity (together with the
Merger, the "Transaction"). Subsequent to the Transaction, Grid USA
will remain a registered holding company pursuant to the Public
Utility Holding Company Act of 1935 (the "Act"). This
Application/Declaration is filed by Grid USA on behalf of itself and
its electric utility subsidiaries: Massachusetts Electric Company,
located at 55 Bearfoot Road, Northboro, MA 01532 ("Mass. Electric");
Granite State Electric Company, located at 9 Lowell Road, Salem, NH
03079 ("Granite State"); The Narragansett Electric Company, located
at 280 Melrose Place, Providence, RI 02901 ("Narragansett");
Nantucket Electric Company ("Nantucket"), New England Power Company
("NEP"), New England Hydro-Transmission Corporation ("N.H. Hydro"),
New England Hydro-Transmission Electric Company ("Mass. Hydro"), all
located at 25 Research Drive, Westborough, MA 01582; New England
Electric Transmission Corporation, located at 4 Park Street, Concord,
NH 03301 ("NEET"), and its non-utility subsidiaries: LLC, New England
Power Service Company ("Service Company"), New England Energy
Incorporated ("NEEI"), all located at 25 Research Drive, Westborough,
MA 01582; by EUA on behalf of itself and its electric utility
subsidiaries: Blackstone Valley Electric Company ("Blackstone"),
Eastern Edison Company ("Eastern Edison"), Montaup Electric Company
("Montaup"), and Newport Electric Corporation ("Newport"), all
located at 750 West Center Street, West Bridgewater, MA 02379; and by
The National Grid Group plc ("NGG") on behalf of itself and the
following subsidiaries: National Grid (US) Holdings Limited; National
Grid (US) Investments; National Grid (Ireland) 1 Limited; National
Grid (Ireland) 2 Limited; and National Grid General Partnership."
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1 Grid USA previously operated as the New England Electric System
("NEES"). On March 22, 2000, in conjunction with the
acquisition of NEES by The National Grid Group plc, NEES was
reorganized as a Delaware corporation and renamed National Grid
USA.
2 Grid USA owns ninety-nine percent of the voting securities of LLC
and Wayfinder Group, Inc. (formerly NEES Global, Inc.) owns the
remaining one percent. Wayfinder Group, Inc. is wholly-owned by
Grid USA.
2. By amending and restating the sixth paragraph in Item 1.A.1. as follows:
"Applicants also filed the requisite notification with
the Federal Trade Commission ("FTC") and the Department of Justice
("DOJ") under the Hart-Scott- Rodino Antitrust Improvements Act of
1976, as amended (the "HSR Act"), and received clearance under the
HSR Act on April 30, 1999. Finally, as a result of the Merger, the
consent of the Federal Communications Commission ("FCC") is required
to transfer control over certain private business licenses held by
EUA subsidiaries. These licenses authorize EUA subsidiaries to own
and operate equipment for intra-company communication between
dispatchers, repair personnel, and other employees. The Applicants
have been notified that FCC consent to the transfer of such licenses
has been granted."
3. By amending and restating the first paragraph in Item 1.B.1.a. as
follows:
"Grid USA was organized on March 22, 2000, as a Delaware
corporation. Prior to that date, Grid USA operated as the New England
Electric System, a voluntary association created under the laws of
the Commonwealth of Massachusetts ("NEES"). As described above, Grid
USA became a wholly-owned, indirect subsidiary of NGG on March 22,
2000. NGG holds its interest in Grid USA through both foreign and
domestic intermediate holding companies, which are used to avoid the
loss of tax relief available under British law and to minimize taxes
on the repatriation to the United Kingdom of profits from Grid USA's
operations in the United States. These intermediate holding companies
are as follows: two U.K. entities, National Grid (US) Holdings
Limited and National Grid (US) Investments; two Luxembourg entities,
National Grid (Ireland) 1 Limited and National Grid (Ireland) 2
Limited; and to domestic entities, National Grid General Partnership
and NGG Holdings, Inc. A copy of Grid USA's Articles of Incorporation
and bylaws are attached hereto at Exhibit A-1.A and A-1.B. Grid USA's
principle executive office is located at 25 Research Drive,
Westborough, Massachusetts 01582."
4. By amending and restating the seventh paragraph in Item 1.B.1.a. as
follows:
"Nantucket provides electric delivery service to
approximately 10,000 customers on Nantucket Island, which has a
year-round population of approximately 6,000 and a seasonal tourist
population that peaks at approximately 40,000 during the
summer. Nantucket's service area covers the entire island. During
1999, 62 percent of Nantucket's revenues from the sale of electricity
was derived from residential customers, 37 percent from commercial
customers and 1 percent from others. At the end of 1999, Nantucket
had total assets of $42.9 million, operating revenues of $16.1
million, and net income of $650,000. Nantucket is subject to the
regulation of the FERC and the MDTE."
5. By amending and restating the first paragraph in Item 3.A.1.b. as follows:
"Based on year-end 1999 figures, the Grid USA system
following the acquisition of EUA's assets and operations will serve
approximately 1.67 million retail electric customers in New England.
The system's annual operating revenues will be approximately $3.18
billion (operating utility revenues of approximately $2.67 billion);
and its total assets will be approximately $6.46 billion (utility
assets of approximately $2.98 billion)."
6. By amending and restating the third paragraph in Item 3.D. as follows:
"Upon consummation of the Transaction, EUA Service will
be merged with Service Company, and Service Company will be the
surviving service company for the Grid USA system. There will be no
change in the method Service Company's method of allocating costs and
no changes are contemplated to existing service agreements. The
Service Company has just completed an audit by SEC Staff and has
agreed to certain adjustments to its capital structure that will be
included in a formal filing under the Act to be made during April.
The Service Company does not believe that the cost of its services
will significantly increase as a result of the Transaction."
7. By amending and restating the second paragraph in Item 4. as follows:
"As discussed above, on September 29, 1999, the FERC
conditionally approved the Transaction under Section 203 of the
FPA.16 On October 27, 1999, the CDPUC also approved Transaction. On
December 15, 1999, the VPSB gave its approval to the Merger. On
February 24, 2000, the NRC approved the transfer of licenses
associated with the Merger. On February 25, 2000, the RIDIV approved
the Merger conditioned on final approval by the RIPUC of Applicants' rate
plan. The applications for and orders granting these approvals are
attached hereto as Exhibits D-1 to D-7.A. On March 14, 2000,
Applicants received FCC consent to the transfer of licenses currently
held by EUA subsidiaries. In addition, Applicants filed notification
and report forms under the HSR Act with the DOJ and the FTC with
respect to the Merger. On April 30, 1999, Applicants received
clearance for the Merger under the HSR Act."
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16 The FERC conditioned its approval on the Applicants' subsequent
filing of a rate mechanism that would maintain the status quo
in the New England Power Pool. That rate mechanism was made by
the Applicants on October 29, 1999, and was accepted for filing
by the FERC on December 2, 1999, thereby satisfying the
conditions on which the FERC approved the Transaction.
Pursuant to the requirements of the Public Utility Holding Company
Act of 1935, the undersigned Applicants have caused this pre-effective
Amendment No. 4 to the Application/Declaration in File No. 70-9537 to be
signed on their behalf by the undersigned thereunto duly authorized.
NATIONAL GRID USA
(formerly New England Electric System)
By: /s/ Kirk L. Ramsauer Date: April 12, 2000
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Title: Deputy General Counsel
NATIONAL GRID GROUP, PLC
By: /s/ Clifford M. G. Carlton Date: April 12, 2000
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Title: Business Dev't Manager - Regulation
EASTERN UTILITIES ASSOCIATES*
By: /s/ Clifford J. Hebert, Jr. Date: April , 2000
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Title: Treasurer
*The name "Eastern Utilities Associates" is the designation of the Trustees
of EUA for the time being in their collective capacity but not personally,
under a Declaration of Trust dated April 2, 1928, as amended, a copy of
which amended Declaration of Trust has been filed in the office of the
Secretary of The Commonwealth of Massachusetts and elsewhere as required by
law; and all persons dealing with EUA must look solely to the trust
property for the enforcement of any claim against EUA, as neither the
Trustees nor the officers or shareholders of EUA assume any personal
liability for obligations entered into on behalf of EUA.
