[Federal Register Volume 64, Number 61 (Wednesday, March 31, 1999)]
[Notices]
[Pages 15383-15384]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 99-7839]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 35-26994]
Filings Under the Public Utility Holding Company Act of 1935, as
Amended (``Act'')
March 25, 1999.
Notice is hereby given that the following filing(s) has/have been
made with the Commission pursuant to provisions of the Act and rules
promulgated under the Act. All interested persons are referred to the
applications(s) and/or declaration(s) for complete statements of the
proposed transaction(s) summarized below. The application(s) and/or
declaration(s) and any amendments is/are available for public
inspection through the Commission's Office of Public Reference.
Interested persons wishing to comment or request a hearing on the
application(s) and/or declaration(s) should submit their views in
writing by April 19, 1999, to the Secretary, Securities and Exchange
Commission, Washington, D.C. 20549-0609, and serve a copy on the
relevant applicant(s) and/or declarant(s) at the address(es) specified
below. Proof of service (by affidavit or, in case of an attorney at
law, by certificate) should be filed with the request. Any request for
hearing should identify specifically the issues of fact or law that are
disputed. A person who so requests will be notified of any hearing, if
ordered, and will receive a copy of any notice or order issued in the
matter. After April 19, 1999, the application(s) and/or declaration(s),
as filed or as amended, may be granted and/or permitted to become
effective.
New England Electric System (70-9441) Notice of Proposal To Amend
Trust Agreement To Allow Proposed Merger and To Give Shareholders
Certain Appraisal Rights; Order Authorizing Solicitation of Proxies
New England Electric System (``NEES''), a registered holding
company, located at 25 Research Drive, Westborough, Massachusetts
01582, has filed a declaration under sections 6(a)(2), 7 and 12(e) of
the Public Utility Holding Company Act of 1935, as amended (``Act''),
and rules 62 and 65 under the Act.
NEES has entered into an Agreement and Plan of Merger, dated as of
December 11, 1998 (``Merger Agreement'') with The National Grid Group
plc, a public limited company incorporated under the laws of England
and Wales (``National Grid'') and NGG Holdings LLC (``NGG Holdings''),
a Massachusetts limited liability subsidiary of National Grid. On the
closing date specified in the Merger Agreement, NGG Holdings intends to
merge with and into NEES (``Merger''). NEES would be the surviving
entity and a wholly owned subsidiary of National Grid. On December 14,
1998, NEES and National Grid publicly announced the proposed merger.\1\
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\1\ On February 1, 1999, NEES announced that it had entered into
an agreement to merge with Eastern Utility Associates (``EUA''),
under which NEES will acquire all outstanding shares of EUA for $31
per share subject to an upward adjustment. The NEES Agreement and
Declaration of Trust does not require that NEES shareholders approve
this type of merger and the merger between NEES and National Grid is
not conditioned on the closing of the merger between NEES and EUA.
However, the proxy statement for the approval of the NEES/National
Grid merger will include a description of the proposed NEES/EUA
merger.
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NEES proposes to amend its Agreement and Declaration of Trust
(``Trust Agreement'') and to solicit proxies from its common
shareholders for the purpose of obtaining required shareholder
approvals related to the Merger. Specifically, NEES will seek
shareholder approval of the Merger and of an amendment to the Trust
Agreement (``Amendment'') \2\ The
[[Page 15384]]
Amendment would allow a Massachusetts limited liability company, like
NGG Holdings, to be merged into NEES, which is a Massachusetts business
trust, upon consent of a majority of the shares outstanding and a two-
thirds vote of the NEES board of directors. In addition, the Amendment
would allow share holdings not consenting to a merger with a limited
liability company to be given the same appraisal rights as stockholders
of a Massachusetts business corporation. The Amendment, which would be
effected regardless of whether the Merger is consummated, must be
approved by an affirmative vote of a majority of the outstanding shares
and by a two-thirds vote of the NEES board of directors.
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\2\ The Trust Agreement, which predates the Massachusetts
statute permitting a Massachusetts limited liability company to
merge with a Massachusetts business trust, currently does not give
shareholders the ability to vote to merge with limited liability
companies.
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The Merger must also be approved by an affirmative vote of a
majority of the outstanding shares. The Merger is subject to a number
of conditions, including the approval of the Commission under the Act
and other regulatory approvals. NEES and National Grid will file an
application-declaration with the Commission requesting authority to
consummate the Merger and related transactions during the first quarter
of 1999.
NEES requests that an order authorizing the solicitation of proxies
be issued as soon as practicable under rule 62(d). It appears to the
Commission that NEES' declaration regarding the proposed solicitation
of proxies should be permitted to become effective immediately.
It is ordered, under rule 62 under the Act, that the declaration
regarding the proposed solicitation of proxies can become effective
immediately, subject to the terms and conditions contained in rule 24
under the Act.
For the Commission, by the Division of Investment Management,
under delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 99-7839 Filed 3-30-99; 8:45 am]
BILLING CODE 8010-01-M
