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: April 21, 1999
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 5. Other Events
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On April 22, 1999, shareholders of the National Grid Group
plc (National Grid) approved the company's proposed acquisition
of New England Electric System (NEES) at National Grid's
Extraordinary General Meeting with more than 99% of votes in
favor. The $3.2 billion merger was announced on December 14,
1998.
NEES and National Grid were granted early termination of the
Hart-Scott-Rodino waiting period on the proposed merger on April
9, 1999. The merger is subject to a number of additional
regulatory approvals. On April 21, 1999, the New Hampshire
Public Utilities Commission (NHPUC) issued an order finding that
the NEES/National Grid merger filing did not satisfy the
requirements for exemption from the NHPUC's formal review
process. A procedural schedule for the NHPUC's review is
expected to be established on May 4, 1999.
On April 23, 1999, NEES announced earnings for the first
quarter of 1999. The press release announcing earnings is filed
herewith as Exhibit 99.
Item 7. Financial Statements and Exhibits
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(c) Exhibits
99. Press Release of New England Electric System
issued April 23, 1999.
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/Michael E. Jesanis
By
Michael E. Jesanis
Senior Vice President and
Chief Financial Officer
Date: April 26, 1999
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.