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: September 29, 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 - --------------------- On September 29, 1999 the Federal Energy Regulatory Commission (FERC) approved the previously announced proposed merger between New England Electric System (NEES) and Eastern Utilities Associates. In its approval order, the FERC found that the proposed merger is consistent with the public interest and will not adversely affect competition, rates, or effective regulation. In December 1998, NEES announced that it plans to merge with The National Grid Group plc (National Grid). Upon completion of the merger, NEES will become a wholly owned subsidiary of National Grid and its base of U.S. operation. Both mergers are subject to regulatory approval and are expected to close by early 2000. Item 7. Financial Statements and Exhibits - ------------------------------------------ (c) Exhibits 99. Press Release of New England Electric System issued September 29, 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: October 4, 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.