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File No. 70-8785
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
NEW ENGLAND ELECTRIC RESOURCES, INC.
It is hereby certified that as of July 12, 1996, certain
transactions covered by the statement on Form U-1 and amendments
thereto, File No. 70-8785, and in the Order of the Securities and
Exchange Commission in this file dated July 1, 1996 (HCAR No.
26539) have been carried out, in accordance with the terms and
conditions of and for the purpose represented in said statement
and order of the Commission, as follows:
New England Electric Resources, Inc. (NEERI) has
purchased shares of Monitoring Technology
Corporation's (MTC) Series E Convertible Preferred
Stock, at a price of $1.75 per share, for a total
equity investment of $475,000.75. In return for
NEERI's investment, MTC (1) issued shares of
preferred stock and warrants to NEERI; (2) waived
the participation fee, currently estimated at
$200,000, for NEERI's power company affiliate, New
England Power (NEP), to participate as a testing
site for MTC's technology; and (3) offered NEP
significant discounts on certain future services
from MTC. Copies of the executed agreements are
filed with this Certificate of Notification as
Exhibits B-1 and B-2.
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, each of the undersigned companies has duly
caused this Certificate of Notification (Commission's File No.
70-8785) to be signed on its behalf by the undersigned officers
thereunto duly authorized.
NEW ENGLAND ELECTRIC SYSTEM
s/Michael E. Jesanis
By
Michael E. Jesanis
Treasurer
NEW ENGLAND ELECTRIC RESOURCES, INC.
s/John L. Levett
By _____________________________
John L. Levett
President
Dated: July 22, 1996
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 AND FINANCIAL STATEMENT INDEX
EXHIBIT NO. DESCRIPTION PAGE
- ----------- ----------- ----
B-1 Series E Preferred Stock and Filed under
Warrant Purchase Agreement cover of
Form SE for
confidentiality
purposes
B-2 Research and Site Access Filed under
Agreement cover of
Form SE for
confidentiality
purposes
F Opinion of Counsel Previously
filed
G Financial Data Schedules Previously
filed
H Proposed Form of Notice Previously
filed
I Past Tense Opinion of Counsel Filed herewith
FINANCIAL STATEMENT NO.
- -----------------------
1-A Balance Sheet of NEERI at Previously
September 30, 1995, Actual filed
and Pro Forma
1-B Statement of Income and Retained Previously
Deficit for NEERI for twelve filed
months ended September 30, 1995,
Actual and Pro Forma
2-A Consolidated Balance Sheet Previously
of NEES at September 30, 1995, filed
Actual and Pro Forma
2-B Statement of Consolidated Income Previously
and Retained Earnings for NEES filed
for twelve months ended September
30, 1995, Actual and Pro Forma
3-A Balance Sheet of MTC at Previously
September 30, 1995 filed
3-B Income Statement of MTC for Previously
twelve months ended September filed
30, 1995
3-C Financial Statements for MTC for Previously
fiscal years 1991, 1992, 1993 filed
and 1994
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Exhibit I
25 Research Drive, Westborough, Massachusetts 01582
===================================================
July 22, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: File No. 70-8785
Dear Commissioners:
Form U-1 and amendments thereto filed in the above proceeding
were permitted to become effective by the Commission's Order
dated July 1, 1996. As counsel for the above named companies, I
have reviewed the following actions taken subsequent to my
opinion dated June 27, 1996, to carry out the transactions
described in the statement:
New England Electric Resources, Inc. (NEERI) purchased shares
of Monitoring Technology Corporation's (MTC) Series E Convertible
Preferred Stock, at a price of $1.75 per share, for a total
equity investment of $475,000.75. In return for NEERI's
investment, MTC (1) issued shares of preferred stock and warrants
to NEERI; (2) waived the participation fee, currently estimated
at $200,000, for NEERI's power company affiliate, New England
Power (NEP), to participate as a testing site for MTC's
technology; and (3) offered NEP significant discounts on certain
future services from MTC. Copies of the executed agreements are
filed as exhibits with the Certificate of Notification to which
this opinion is also an exhibit.
I have reviewed the above mentioned opinion, which was filed
by amendment as Exhibit F to the statement on Form U-1 in the
above proceeding, and I hereby confirm the various opinions and
statements contained therein. It is my opinion that:
(a) the foregoing transaction has been carried out in
accordance with the Application/Declaration;
(b) all state laws applicable to such transactions have
been complied with;
(c) the consummation of the transactions does not violate
the legal rights of the holders of any securities
issued by NEERI, New England Electric System, or any
associate company.
Very truly yours,
s/Kirk L. Ramsauer
Kirk L. Ramsauer
Associate General Counsel
