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)
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.
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.