National Grid Group PLC – ‘U-1/A’ on 8/18/99

On:  Wednesday, 8/18/99   ·   Accession #:  898080-99-241   ·   File #:  70-09519

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Pre-Effective Amendment to Application or Declaration   —   Form U-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: U-1/A       Grid Financing U-1 Ad #1                               5     18K 
 2: EX-99.1     Exhibit C-2                                           11     46K 
 3: EX-99.2     Exhibit D-2                                            8     24K 
 4: EX-99.3     Exhibit D-3                                            5±    25K 

U-1/A   —   Grid Financing U-1 Ad #1
Document Table of Contents

U-1/A
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                                                                File No. 70-9519

 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------------------
 AMENDMENT NO. 1
TO
FORM U-1
 APPLICATION-DECLARATION
 UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
----------------------------------------------------

The National Grid Group plc        New England Electric System                  
National Grid House                New England Power Company                    
Kirby Corner Road                  Massachusetts Electric Company               
Coventry CV4 8JY                   The Narragansett Electric Company            
United Kingdom                     Granite State Electric Company               
                Nantucket Electric Company
National Grid (US) Holdings        New England Electric Transmission Corporation
  Limited                       New England Hydro-Transmission Corporation
National Grid (US)                 New England Hydro-Transmission Electric      
Investments                        Company, Inc.                      
National Grid (Ireland) 1          Vermont Yankee Nuclear Power Corporation     
Limited                       New England Hydro Finance Company, Inc. 
National Grid (Ireland) 2          NEES Global, Inc.                            
Limited                       NEES Energy, Inc.                       
National Grid General              AllEnergy Marketing Company, L.L.C.          
Partnership                   Granite State Energy, Inc.              
NGG Holdings, Inc.                 New England Water Heating Company            
                       New England Power Service Company
       25 Research Drive
                      Westborough, Massachusetts 01582

(Name of company filing this statement and
 address of principal executive offices)
----------------------------------------------

The National Grid Group plc        New England Electric System                  

 (Name of top registered holding company
parent of each applicant or declarant)

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------------------------------------------

Jonathan M. G. Carlton             Douglas W. Hawes                             
The National Grid Group plc        Joanne C. Rutkowski                          
National Grid House                Sheri E. Bloomberg                           
Kirby Corner Road                  Markian M.W. Melnyk                          
Coventry CV4 8JY                   LeBoeuf, Lamb, Greene & MacRae, L.L.P.       
United Kingdom                     New York, NY  10019                          
Telephone: 011-44-1203-537-777     Telephone: 212-424-8000                      
Facsimile: 011-4401203-423-678     Facsimile: 212-424-8500                      

NGG Holdings, Inc.                                                              
10th Floor                                                                      
Oliver Building                                                                 
2 Oliver Street                                                                 
Boston, MA  02109                                                               
Telephone:  617-946-2104                                                        
Facsimile:  617-946-2111                                                        

Michael E. Jesanis                 Clifford M. Naeve                            
Kirk L. Ramsauer                   Judith A. Center                             
New England Electric System        Skadden, Arps, Slate, Meagher                
25 Research Drive                    & Flom L.L.P.                              
Westborough, Massachusetts 01582   1440 New York Avenue, N.W.                   
             Washington, D.C.  20005

------------------------------------
 (Names and addresses of agents for service)

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     This    Pre-effective    Amendment    No.   1   revises    the   Form   U-1
Application/Declaration in this proceeding, originally filed with the Securities
and Exchange Commission on June 11, 1999 in File No. 70-9519 as follows:        

(1) Revise the second  paragraph of Item 1.A. to add the  following  sentence to
the end of the paragraph to read as follows:                                    

Exhibit D-1 sets forth the corporate structure of National Grid System after the
proposed  Merger and Exhibit D-2  describes  each company in the  National  Grid
System.                                                                         

(2) Revise paragraph D.2.(d) of Item 1 to restate paragraph (iii) as follows:   

(iii)  Applicants  anticipate  that NEES'  cash flow  after the Merger  will not
differ  significantly from its pre-Merger cash flow and that earnings before the
amortization of goodwill  ("Gross  Earnings"),  therefore,  should remain stable
post-Merger.  Applicants  intend that dividends paid out of future earnings will
continue  to reflect a dividend  payout  ratio of between  60% and 100% of Gross
Earnings,  based on a rolling 5-year  average.  In addition,  to assure that the
U.S.  Utility  Subsidiaries  have sufficient  cash to support their  businesses,
Applicants will not cause any of the U.S. Utility  Subsidiaries to pay more than
80% of their Gross Earnings as dividends,  based on a rolling 5-year average./1/
Exhibit D-3 describes the dividend  history of the NEES  subsidiaries  in detail
for the years 1994 to 1994.                                                     

(3) Revise paragraph D.2.(e) of Item 1 to add the following  sentence to the end
of the first paragraph:                                                         

Applicants  have  provided  a  detailed  legal  analysis  of Rule  45(c) and the
proposed Tax Allocation Agreement in Exhibit C-2.                               

----------                                                                      
/1/  Applicants request the Commission to grant the proposed dividend relief for
the duration of the goodwill amortization period.                     
----------                                                                      

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(4)  Revise  paragraph  D.5 of Item 1 to add the  following  sentence  after the
fourth sentence of the first paragraph:                                         

Such  financings  may  include the issue or sale of a security  for  purposes of
financing the acquisition or operations of an EWG or FUCO, or the guarantee of a
security of an EWG or FUCO.                                                     

(5) Revise Item 6 to add the following exhibits and financial statements:       

ITEM 6   EXHIBITS AND FINANCIAL STATEMENTS                                      

Exhibits                                                                        
--------                                                                        

C-2  Legal Analysis of Rule 45(c) and the Proposed Tax Allocation Agreement     

D-1  National Grid Corporate Chart (Filed on Form SE)                           

D-2  Description of the Companies in the National Grid System                   

D-3  Dividend History of NEES and its Subsidiaries                              

Financial Statements                                                            
--------------------                                                            

FS-1 National Grid  Unaudited  Pro Forma  Condensed  Consolidated  Balance Sheet
(Confidential Treatment Requested)                                    

FS-2 National  Grid  Unaudited  Pro Forma  Condensed  Consolidated  Statement of
Income (Confidential Treatment Requested)                             

FS-3 Notes to Unaudited Pro Forma Condensed  Consolidated  Financial  Statements
(Confidential Treatment Requested)                                    

FS-8 National Grid Financial  Projections for the Years 1999-2004  (Confidential
Treatment Requested)                                                  

FS-9 Notes to National  Grid's  Financial  Projections  for the Years  1999-2004
(Confidential Treatment Requested)                                    

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 SIGNATURE

     Pursuant to the  requirements  of the Public Utility Holding Company Act of
1935, the undersigned companies have duly caused this Pre-Effective Amendment to
the Form U-1 to be signed  on their  behalf by the  undersigned  thereunto  duly
authorized.                                                                     

     The  signature  of the  Applicants  and of the persons on their  behalf are
restricted to the information  contained in this application  which is pertinent
to the application of the respective companies.                                 

Date:  August 17, 1999                                                          
                      /s/ Jonathan M. G. Carlton
                      --------------------------
                  Jonathan M. G. Carlton
                                      Business Development Manager -- Regulation
                       The National Grid Group plc

             /s/ Kirk Ramsauer
                      --------------------------
         Kirk Ramsauer
                  Deputy General Counsel
                        New England Electric System*

* 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.                     

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘U-1/A’ Filing		Date		First		Last			Other Filings
Filed on:		8/18/99
		8/17/99		5
		6/11/99		3					U-1
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