File No. 2-94447
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 3 TO FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
NEW ENGLAND ELECTRIC SYSTEM
(Exact name of registrant as specified in its charter)
Massachusetts 04-1663060
(State or other jurisdiction (I.R.S. Employer
incorporation or organization) Identification No.)
25 Research Drive, Westborough, Massachusetts 01582
(Address of Principal Executive Office)
THE NEES GOALS PROGRAM
(Full Title of Plan)
Michael E. Jesanis Robert King Wulff
Treasurer Corporation Counsel
25 Research Drive 25 Research Drive
Westborough, Massachusetts 01582 Westborough, Massachusetts 01582
(Names and address of agents for service)
508-366-9011 (Telephone number,
including area code, of agents for service)
To the Securities and Exchange Commission:
New England Electric System (the Company or NEES) submits the following
Post-Effective Amendment No. 3 to its Registration Statement (Form S-8) filed
November 19, 1984, the Commission's File No. 2-94447:
Pursuant to the Undertakings to withdraw securities from registration
included in the above-mentioned Registration Statement and to Rule 477(a) of
the Securities Act of 1933, as amended, the Company requests that the above-
mentioned Registration Statement be withdrawn. The Company originally
registered 500,000 NEES common shares for issuance pursuant to the NEES Goals
Program (the Program). On October 21, 1988, that number was increased by
463,319 shares as a result of a two-for-one split of then outstanding shares
pursuant to Post-Effective Amendment No. 2. Of the 963,319 total registered
shares, 515,517 shares have been issued pursuant to the Program to date. This
withdrawal is requested as the remaining 447,802 shares will not be issued
pursuant to the Program which has been discontinued.
SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, the issuer,
New England Electric System, a voluntary association created in Massachusetts,
has duly caused this Post-Effective Amendment No. 3 to its registration
statement filed with the Commission on November 19, 1984 (Commission's File
No. 2-94447), to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of Westborough and The Commonwealth of Massachusetts
on this 16th day of June, 1994.
New England Electric System
s/Michael E. Jesanis
By
Michael E. Jesanis, Treasurer
Date: June 16, 1994
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. The
provisions of this paragraph, however, shall not have the effect of, or
constitute a condition, stipulation or provision binding any person to waive
compliance with any provision of the Securities Act of 1933 as amended or of
the rules and regulations of the Securities and Exchange Commission
thereunder.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment No. 3 to its registration statement has been signed below
by the following persons in the capacities indicated on this 24th day of May,
1994. Moreover, the undersigned hereby also certify that to the best of their
knowledge and belief, the issuer continues to meet all of the requirements for
filing on Form S-8.
ln addition, we, the undersigned officers and directors of New England
Electric System, hereby authorize and direct John G. Cochrane and Peter J.
Dill, as attorneys-in-fact, to execute in the name and on behalf of each
undersigned persons and in the respective capacities indicated below, any
further amendment or amendments to the registration statement of New England
Electric System under the Securities Act of 1933 relating to the
deregistration of NEES common shares available for issuance under the NEES
Goals Program.
(Signature and Title)
(i) Principal Executive Officer: (iv) Directors: (a majority)
John W. Rowe, President and s/Joan T. Bok
Chief Executive Officer
Joan T. Bok
s/John W. Rowe s/Paul L. Joskow
Paul L. Joskow
(ii) Principal Financial Officer: s/Edward H. Ladd
s/Alfred D. Houston Edward H. Ladd
Alfred D. Houston s/Joshua A. McClure
Executive Vice President and
Chief Financial Officer Joshua A. McClure
(iii) Principal Accounting Officer: s/Malcolm McLane
s/Michael E. Jesanis Malcolm McLane
Michael E. Jesanis s/Felix A. Mirando, Jr.
Treasurer
Felix A. Mirando, Jr.
s/George M. Sage
George M. Sage
s/Charles E. Soule
Charles E. Soule
s/Anne Wexler
Anne Wexler
s/James Q. Wilson
James Q. Wilson
Date as to each signature
on this page: May 24, 1994 s/James R. Winoker
James R. Winoker
SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, the
undersigned is duly authorized by the members of the Benefits Committee, plan
administrator for the NEES Goals Program, to duly sign this Post-Effective
Amendment No. 3, in Westborough, Massachusetts on this 16th day of June, 1994.
BENEFITS COMMITTEE
s/Peter J. Dill
__________________________________
Peter J. Dill, Assistant Secretary
Date: June 16, 1994