[Federal Register Volume 64, Number 61 (Wednesday, March 31, 1999)]
[Notices]
[Pages 15383-15384]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 99-7839]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 35-26994]


Filings Under the Public Utility Holding Company Act of 1935, as 
Amended (``Act'')

March 25, 1999.
    Notice is hereby given that the following filing(s) has/have been 
made with the Commission pursuant to provisions of the Act and rules 
promulgated under the Act. All interested persons are referred to the 
applications(s) and/or declaration(s) for complete statements of the 
proposed transaction(s) summarized below. The application(s) and/or 
declaration(s) and any amendments is/are available for public 
inspection through the Commission's Office of Public Reference.
    Interested persons wishing to comment or request a hearing on the 
application(s) and/or declaration(s) should submit their views in 
writing by April 19, 1999, to the Secretary, Securities and Exchange 
Commission, Washington, D.C. 20549-0609, and serve a copy on the 
relevant applicant(s) and/or declarant(s) at the address(es) specified 
below. Proof of service (by affidavit or, in case of an attorney at 
law, by certificate) should be filed with the request. Any request for 
hearing should identify specifically the issues of fact or law that are 
disputed. A person who so requests will be notified of any hearing, if 
ordered, and will receive a copy of any notice or order issued in the 
matter. After April 19, 1999, the application(s) and/or declaration(s), 
as filed or as amended, may be granted and/or permitted to become 
effective.

New England Electric System (70-9441) Notice of Proposal To Amend 
Trust Agreement To Allow Proposed Merger and To Give Shareholders 
Certain Appraisal Rights; Order Authorizing Solicitation of Proxies

    New England Electric System (``NEES''), a registered holding 
company, located at 25 Research Drive, Westborough, Massachusetts 
01582, has filed a declaration under sections 6(a)(2), 7 and 12(e) of 
the Public Utility Holding Company Act of 1935, as amended (``Act''), 
and rules 62 and 65 under the Act.
    NEES has entered into an Agreement and Plan of Merger, dated as of 
December 11, 1998 (``Merger Agreement'') with The National Grid Group 
plc, a public limited company incorporated under the laws of England 
and Wales (``National Grid'') and NGG Holdings LLC (``NGG Holdings''), 
a Massachusetts limited liability subsidiary of National Grid. On the 
closing date specified in the Merger Agreement, NGG Holdings intends to 
merge with and into NEES (``Merger''). NEES would be the surviving 
entity and a wholly owned subsidiary of National Grid. On December 14, 
1998, NEES and National Grid publicly announced the proposed merger.\1\
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    \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 NEES Agreement and 
Declaration of Trust does not require that NEES shareholders approve 
this type of merger and the merger between NEES and National Grid is 
not conditioned on the closing of the merger between NEES and EUA. 
However, the proxy statement for the approval of the NEES/National 
Grid merger will include a description of the proposed NEES/EUA 
merger.
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    NEES proposes to amend its Agreement and Declaration of Trust 
(``Trust Agreement'') and to solicit proxies from its common 
shareholders for the purpose of obtaining required shareholder 
approvals related to the Merger. Specifically, NEES will seek 
shareholder approval of the Merger and of an amendment to the Trust 
Agreement (``Amendment'') \2\ The

[[Page 15384]]

Amendment would allow a Massachusetts limited liability company, like 
NGG Holdings, to be merged into NEES, which is a Massachusetts business 
trust, upon consent of a majority of the shares outstanding and a two-
thirds vote of the NEES board of directors. In addition, the Amendment 
would allow share holdings not consenting to a merger with a limited 
liability company to be given the same appraisal rights as stockholders 
of a Massachusetts business corporation. The Amendment, which would be 
effected regardless of whether the Merger is consummated, must be 
approved by an affirmative vote of a majority of the outstanding shares 
and by a two-thirds vote of the NEES board of directors.
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    \2\ The Trust Agreement, which predates the Massachusetts 
statute permitting a Massachusetts limited liability company to 
merge with a Massachusetts business trust, currently does not give 
shareholders the ability to vote to merge with limited liability 
companies.
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    The Merger must also be approved by an affirmative vote of a 
majority of the outstanding shares. The Merger is subject to a number 
of conditions, including the approval of the Commission under the Act 
and other regulatory approvals. NEES and National Grid will file an 
application-declaration with the Commission requesting authority to 
consummate the Merger and related transactions during the first quarter 
of 1999.
    NEES requests that an order authorizing the solicitation of proxies 
be issued as soon as practicable under rule 62(d). It appears to the 
Commission that NEES' declaration regarding the proposed solicitation 
of proxies should be permitted to become effective immediately.
    It is ordered, under rule 62 under the Act, that the declaration 
regarding the proposed solicitation of proxies can become effective 
immediately, subject to the terms and conditions contained in rule 24 
under the Act.

    For the Commission, by the Division of Investment Management, 
under delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 99-7839 Filed 3-30-99; 8:45 am]
BILLING CODE 8010-01-M