SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 of the
Securities Exchange Act of 1934
Date of Earliest Event Reported: March 22, 2000
NEW ENGLAND ELECTRIC SYSTEM
(exact name of registrant as specified in charter)
Massachusetts 1-3446 04-1663060
(state or other (Commission (I.R.S. Employer
jurisdiction of File No.) Identification No.)
incorporation)
25 Research Drive, Westborough, Massachusetts 01582
(Address of principal executive offices)
(508) 389-2000
(Registrant's telephone number, including area code)
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Item 1. Changes in Control of Registrant
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On March 22, 2000, the Merger between New England Electric
System (NEES) and The National Grid Group plc (National Grid) was
completed, with NEES becoming an indirect wholly owned subsidiary
of National Grid. The final sale price for the merger is $3.2
billion. Each common share of NEES issued and outstanding
immediately prior to the Merger was converted into the right to
receive a cash payment of $54.207032. National Grid financed the
acquisition through a combination of bank borrowings and internal
cash sources.
Item 7. Financial Statements and Exhibits
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(c) Exhibits
1. Agreement and Plan of Merger dated as of December
11, 1998, by and among New England Electric
System, NGG Holdings LLC (formerly Iosta LLC), and
The National Grid Group plc. (Incorporated by
reference to Exhibit 10(kk), NEES Form 10-K for
fiscal year ended December 31, 1998, File No. 1-3446).
2. Press Release of New England Electric System
issued March 22, 2000.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this Current Report on Form
8-K to be signed on its behalf by the undersigned thereunto duly
authorized.
NEW ENGLAND ELECTRIC SYSTEM
s/John G. Cochrane
By
John G. Cochrane,
Vice President and Treasurer
Authorized Officer, and
Chief Accounting Officer
Date: March 22, 2000
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.
PRESS RELEASE
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EXHIBIT INDEX
Exhibit No. Description Page
- ----------- ----------- ----
1 Agreement and Plan of Incorporated
Merger dated as of by reference
December 11, 1998
2 Press Release of New Filed
England Electric System herewith
issued March 22, 2000
PRESS RELEASE
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FOR IMMEDIATE RELEASE
CONTACTS:
NATIONAL GRID USA NATIONAL GRID GROUP (U.K.)
Media: Media:
- ------ ------
Jackie Barry Sue Pemberton
(508) 389-3298 011-44-171-282-2842
Investors: Investors:
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Bob Seega Jill Sherratt
(508) 389-2178 011-44-171-620-9191
IT'S OFFICIAL -- NEES/NATIONAL GRID MERGER IS COMPLETE
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NEES Renamed National Grid USA
WESTBOROUGH, Mass., March 20, 2000 The merger between The
National Grid Group plc (National Grid) and New England Electric
System (NEES) is complete, and NEES officially has been renamed
National Grid USA, according to Rick Sergel, president and chief
executive officer of National Grid USA.
Sergel and National Grid Group Chief Executive David Jones
signed documents to close the deal, which was announced on
December 14, 1998. The final sale price for the merger was $3.2
billion, and the final price of NEES shares was $54.207.
"We agreed to merge our companies with the belief that our
customers, our employees and the region as a whole will benefit
from our combined strengths," Sergel said. "Now that we have
closed on this historic merger, we intend to work on delivering
those benefits."
Although the NEES name has changed, the names of its local
electric companies Massachusetts Electric Company, Granite
State Electric Company (NH), Narragansett Electric Company (RI),
and Nantucket Electric Company will remain the same.
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"Preserving the names of our local electric companies
reflects our commitment to continuity for our customers and
communities," said Sergel.
Company officials today unveiled National Grid USA's new
logo and corporate identity, and launched three new Internet
sites containing detailed information about National Grid's U.S.,
U.K., and worldwide operations:
National Grid USA website http://www.nationalgrid.com/usa
National Grid U.K. website http://www.nationalgrid.com/uk
National Grid Group (worldwide) website
http://www.nationalgrid.com
(NOTE TO EDITORS: National Grid USA logo artwork, photos and
additional background information are available at
www.nationalgrid.com/usa)National Grid USA, with Sergel at its
helm as president and chief executive officer, will serve as the
base of North American operations for National Grid Group. Sergel
and NEES director Paul Joskow, professor of economics and
management at the Massachusetts Institute of Technology, will
join National Grid's board of directors. NEES chairman Alfred D.
Houston steps down and will serve as a consultant to National
Grid USA for two years.
The merger has been approved or received support from all of
the necessary state and federal regulatory agencies, and the
shareholders of both companies.
National Grid USA is in the process of acquiring Eastern
Utilities Associates, a neighboring electric utility serving
customers in Massachusetts and Rhode Island. That merger is
expected to close in the near future.
The National Grid Group plc (LSE, NYSE:NGG) -- one of the
U.K.'s 100 largest companies -- builds, owns and operates
electricity and telecommunications networks around the world,
focusing on liberalizing markets. The world's largest
independent electricity transmission company, National Grid
operates networks in England, Wales, Argentina, Zambia and the
U.S. The company operates or is developing transmission
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interconnectors in England, Scotland, France, Africa, the U.S.,
Australia and the Isle of Man; and has an electricity
distribution business serving 1.3 million U.S. customers.
The company has a growing portfolio of telecommunications
businesses that includes a minority stake in UK company Energis,
which National Grid created; operations in Brazil and the U.S.;
and a joint venture being developed in Poland.
National Grid's headquarters are in Coventry, England.