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: December 11, 1998
NEW ENGLAND POWER COMPANY
(exact name of registrant as specified in charter)
Massachusetts 1-6564 04-1663070
(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 December 11, 1998, New England Power Company's parent, New
England Electric System, a Massachusetts business trust (NEES),
The National Grid Group plc, a public limited company incorporated
under the laws of England and Wales with registration number
2367004 (National Grid) and Iosta LLC, a Massachusetts limited
liability company which is directly and indirectly wholly owned by
National Grid (Iosta), entered into an Agreement and Plan of
Merger, dated as of December 11, 1998 (the Merger Agreement),
providing for a merger transaction among NEES, National Grid and
Iosta. The press release issued in connection therewith is filed
herewith as Exhibit 99, and is incorporated herein by reference.
Pursuant to the Merger Agreement, Iosta will merge with and
into NEES (the Merger), with NEES being the surviving entity and
becoming a wholly-owned subsidiary of National Grid. The Merger,
which was unanimously approved by the boards of directors of NEES,
National Grid and Iosta, is expected to occur shortly after all of
the conditions to the consummation of the Merger, including the
receipt of shareholder approvals and certain regulatory approvals,
are met or waived. NEES anticipates that the Merger can be
consummated in early 2000.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits
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(c) Exhibits
(1) Press Release
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 POWER COMPANY
s/John G. Cochrane
By
John G. Cochrane
Treasurer
Date: December 22, 1998