As filed with the Securities and Exchange Commission on January 31, 2002
Registration No. 333-33094
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
POST-EFFECTIVE AMENDMENT NO. 1
to
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
____________________
NATIONAL GRID GROUP PLC
(formerly New National Grid plc)
(Exact name of Registrant as specified in its charter)
____________________
England and Wales 98-0202473
(Jurisdiction of Incorporation) (I.R.S. Employer Identification No.)
15 Marylebone Road, London, NW1 5JD, United Kingdom
(Address of Registrant's Principal Executive Offices)
____________________
National Grid USA Companies'
Incentive Thrift Plan I
National Grid USA Companies'
Incentive Thrift Plan II
(Full Titles of the Plans)
____________________
John G. Cochrane
Vice President and Treasurer
National Grid USA
25 Research Drive
Westborough, MA 01582
(508) 389-2000
(Name and address, including telephone number and area code,
of agent for service)
Copies to:
Fiona B. Smith Kirk L. Ramsauer
General Counsel Deputy General Counsel
National Grid Group plc National Grid USA
15 Marylebone Road 25 Research Drive
London, NW1 5JD Westborough, MA 01582
United Kingdom
This Post-Effective amendment to the Registration Statement on Form S-8 is
being filed pursuant to Rule 414 under the Securities Act of 1933, as amended
(the "Securities Act"), by the Registrant, the successor to National Grid
Group PLC, following a scheme of arrangement under Section 425 of the
Companies Act of 1985 effective January 31, 2002. The Registrant hereby
expressly adopts the Registration Statement as its own registration statement
for all purposes of the Securities Act and the Securities Exchange Act of
1934, as amended and hereby sets forth any additional information necessary
to reflect any material changes made in connection with or resulting from the
succession, or necessary to keep this Registration Statement from being
misleading in any material respect.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements of filing on Form S-8 and has duly caused this Post-
Effective Amendment No. 1 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the Town of
Westborough, Commonwealth of Massachusetts.
NATIONAL GRID GROUP PLC
Dated: January 31, 2002 By: s/ Roger Urwin
_______________________________
Roger Urwin, Group Chief Executive
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by or on behalf of the following
persons in the capacities and on the dates indicated.
Principal Executive Officer Directors (a majority):
Edward Astle *
Group Director, Telecommunications
s/ Roger Urwin
----------------------------- Stephen Box *
Roger Urwin Group Finance Director
Group Chief Executive
Steven Holliday *
Group Director, Europe
Principal Financial and
Accounting Officer Paul Joskow *
Non-executive Director
s/ Stephen Box James Ross *
---------------------------- Non-Executive Chairman
Stephen Box
Group Finance Director Richard P. Sergel *
Group Director, North America
s/ Richard P. Sergel Roger Urwin *
---------------------------- Director and Group Chief Executive
Richard P. Sergel
Authorized United States
Representative
*by Roger Urwin, attorney-in-fact
s/ Roger Urwin
----------------------------------
Roger Urwin
Pursuant to the requirements of the Securities Act of 1933, the
Chairman and Members of the Benefits Committee have duly caused this Post-
Effective Amendment No. 1 to the Registration Statement to be signed by the
undersigned, thereunto duly authorized, in the Town of Westborough,
Commonwealth of Massachusetts.
National Grid USA Companies' Incentive
Thrift Plan I and National Grid USA
Companies' Incentive Thrift Plan II
By: s/ John G. Cochrane
-------------------------------------
John G. Cochrane, Chairman of the
Benefits Committee
s/ David C. Kennedy
----------------------------------------
Member, Benefits Committee
s/ Richard S. Powderly
----------------------------------------
Member Benefits Committee
s/ Nancy B. Kellogg
----------------------------------------
Member Benefits Committee
s/ Jennifer K. Zschokke
----------------------------------------
Member Benefits Committee
s/ Frances M. Skypeck
----------------------------------------
Member Benefits Committee
s/ James S. Robinson
----------------------------------------
Member Benefits Committee
Dated: January 31, 2002
EXHIBIT INDEX
----------------------
Exhibit No. Description Page
---------- ----------- -----
4.1. Memorandum and Articles of Association Incorporated
of National Grid Group plc, incorporated by reference
by reference to Exhibit A-2 of the
registrant's Form U-1, File No. 70-9849
4.2. Deposit Agreement among New National Incorporated
Grid plc, National Grid Group plc, The by reference
Bank of New York, as depositary, and
Owners and Beneficial Owners of American
Depositary Receipts, incorporated by
reference to Exhibit A of the registrant's
Form F-6, File No. 333-14290
24.8 Powers of Attorney of the Directors Filed herewith
DIRECTOR'S POWER OF ATTORNEY
NEW NATIONAL GRID plc
to be renamed
NATIONAL GRID GROUP plc (the "Company")
REGISTRATION OF
AMERICAN DEPOSITARY SHARES
OF THE COMPANY TO BE ISSUED PURSUANT TO
NATIONAL GRID USA COMPANIES'
INCENTIVE THRIFT PLAN I AND
NATIONAL GRID USA COMPANIES' INCENTIVE THRIFT
PLAN II WITH THE US SECURITIES AND EXCHANGE COMMISSION
(the "Registration")
I, STEVEN HOLLIDAY, DIRECTOR OF THE COMPANY HEREBY APPOINT and authorise any
other director for the time being of the Company (any such director acting in
such capacity being hereinafter called "my Attorney") to be my lawful
attorney in connection with the Registration on the following basis:
1. I hereby authorise my Attorney to do and perform all matters and things
to be done or performed by me and to agree the form and content of and to
approve, sign, execute and deliver on my behalf (as a director of the
Company) any application, agreement, deed or other document whatsoever
pursuant to the regulations of the Securities and Exchange Commission
(the "SEC") or otherwise in connection with the Registration, as my
Attorney may consider necessary or desirable and which shall have been
approved by resolution of the directors of the Company or a duly
authorised committee thereof, including without prejudice to the
generality of the foregoing a registration statement on Form S-8 for
registration of American Depositary Shares to be issued pursuant to the
National Grid USA Companies Incentive Thrift Plan I and the National Grid
USA Companies Incentive Thrift Plan II ("Thrift Plans") and a prospectus
to be circulated to participants in the Thrift Plans.
2. I hereby undertake to ratify and confirm everything which my Attorney
shall do or purport to do by virtue of this power of attorney and will
fully indemnify my Attorney against all losses, liabilities, costs,
claims, actions, demands or expenses which he may incur or which may be
made against him as a result of or in connection with anything lawfully
done by virtue of this power of attorney.
3. I hereby declare that this power of attorney shall be irrevocable for six
months from the date hereof and shall at all times (both during and after
the said period) be conclusively binding on me and my personal
representatives in favour of third parties who have not received notice
of revocation but so that the exercise by me in person from time to time
of any of the powers hereby conferred shall not of itself be deemed to be
a revocation.
4. This power of attorney shall be governed by and construed in accordance
with the laws of England and I submit to the nonexclusive jurisdiction of
the English Courts for all purposes connected with it.
5. I authorise a copy of this document to be delivered to the SEC and to any
other person who may require it.
IN WITNESS of which this power of attorney has been executed as a deed on 24
January, 2002
SIGNED as a deed )
by STEVEN HOLLIDAY ) s/ Steven Holliday
in the presence of:- )
Witness s/ Mark Noble
Signature
Name Mark Noble
Address 15 Marylebone Road
London, England
Occupation Solicitor
DIRECTOR'S POWER OF ATTORNEY
NEW NATIONAL GRID plc
to be renamed
NATIONAL GRID GROUP plc (the "Company")
REGISTRATION OF
AMERICAN DEPOSITARY SHARES
OF THE COMPANY TO BE ISSUED PURSUANT TO
NATIONAL GRID USA COMPANIES'
INCENTIVE THRIFT PLAN I AND
NATIONAL GRID USA COMPANIES' INCENTIVE THRIFT
PLAN II WITH THE US SECURITIES AND EXCHANGE COMMISSION
(the "Registration")
I, PAUL JOSKOW, DIRECTOR OF THE COMPANY HEREBY APPOINT and authorise any
other director for the time being of the Company (any such director acting in
such capacity being hereinafter called "my Attorney") to be my lawful
attorney in connection with the Registration on the following basis:
1. I hereby authorise my Attorney to do and perform all matters and things
to be done or performed by me and to agree the form and content of and to
approve, sign, execute and deliver on my behalf (as a director of the
Company) any application, agreement, deed or other document whatsoever
pursuant to the regulations of the Securities and Exchange Commission
(the "SEC") or otherwise in connection with the Registration, as my
Attorney may consider necessary or desirable and which shall have been
approved by resolution of the directors of the Company or a duly
authorised committee thereof, including without prejudice to the
generality of the foregoing a registration statement on Form S-8 for
registration of American Depositary Shares to be issued pursuant to the
National Grid USA Companies Incentive Thrift Plan I and the National Grid
USA Companies Incentive Thrift Plan II ("Thrift Plans") and a prospectus
to be circulated to participants in the Thrift Plans.
2. I hereby undertake to ratify and confirm everything which my Attorney
shall do or purport to do by virtue of this power of attorney and will
fully indemnify my Attorney against all losses, liabilities, costs,
claims, actions, demands or expenses which he may incur or which may be
made against him as a result of or in connection with anything lawfully
done by virtue of this power of attorney.
3. I hereby declare that this power of attorney shall be irrevocable for six
months from the date hereof and shall at all times (both during and after
the said period) be conclusively binding on me and my personal
representatives in favour of third parties who have not received notice
of revocation but so that the exercise by me in person from time to time
of any of the powers hereby conferred shall not of itself be deemed to be
a revocation.
4. This power of attorney shall be governed by and construed in accordance
with the laws of England and I submit to the nonexclusive jurisdiction of
the English Courts for all purposes connected with it.
5. I authorise a copy of this document to be delivered to the SEC and to any
other person who may require it.
IN WITNESS of which this power of attorney has been executed as a deed on 26
January, 2002
SIGNED as a deed )
by PAUL JOSKOW ) s/ Paul T. Joskow
in the presence of:- )
Witness s/ Barbara Z. Chasen
Signature
Name Barbara Z. Chasen
Address 7 Chilton St.
Brookline, MA 02446
Occupation at home
DIRECTOR'S POWER OF ATTORNEY
NEW NATIONAL GRID plc
to be renamed
NATIONAL GRID GROUP plc (the "Company")
REGISTRATION OF
AMERICAN DEPOSITARY SHARES
OF THE COMPANY TO BE ISSUED PURSUANT TO
NATIONAL GRID USA COMPANIES'
INCENTIVE THRIFT PLAN I AND
NATIONAL GRID USA COMPANIES' INCENTIVE THRIFT
PLAN II WITH THE US SECURITIES AND EXCHANGE COMMISSION
(the "Registration")
I, JAMES HOOD ROSS, DIRECTOR OF THE COMPANY HEREBY APPOINT and authorise any
other director for the time being of the Company (any such director acting in
such capacity being hereinafter called "my Attorney") to be my lawful
attorney in connection with the Registration on the following basis:
1. I hereby authorise my Attorney to do and perform all matters and things
to be done or performed by me and to agree the form and content of and to
approve, sign, execute and deliver on my behalf (as a director of the
Company) any application, agreement, deed or other document whatsoever
pursuant to the regulations of the Securities and Exchange Commission
(the "SEC") or otherwise in connection with the Registration, as my
Attorney may consider necessary or desirable and which shall have been
approved by resolution of the directors of the Company or a duly
authorised committee thereof, including without prejudice to the
generality of the foregoing a registration statement on Form S-8 for
registration of American Depositary Shares to be issued pursuant to the
National Grid USA Companies Incentive Thrift Plan I and the National Grid
USA Companies Incentive Thrift Plan II ("Thrift Plans") and a prospectus
to be circulated to participants in the Thrift Plans.
2. I hereby undertake to ratify and confirm everything which my Attorney
shall do or purport to do by virtue of this power of attorney and will
fully indemnify my Attorney against all losses, liabilities, costs,
claims, actions, demands or expenses which he may incur or which may be
made against him as a result of or in connection with anything lawfully
done by virtue of this power of attorney.
3. I hereby declare that this power of attorney shall be irrevocable for six
months from the date hereof and shall at all times (both during and after
the said period) be conclusively binding on me and my personal
representatives in favour of third parties who have not received notice
of revocation but so that the exercise by me in person from time to time
of any of the powers hereby conferred shall not of itself be deemed to be
a revocation.
4. This power of attorney shall be governed by and construed in accordance
with the laws of England and I submit to the nonexclusive jurisdiction of
the English Courts for all purposes connected with it.
5. I authorise a copy of this document to be delivered to the SEC and to any
other person who may require it.
IN WITNESS of which this power of attorney has been executed as a deed on 24
January, 2002
SIGNED as a deed )
by JAMES HOOD ROSS ) s/ James H. Ross
in the presence of:- )
Witness s/ Mark Noble
Signature
Name Mark Noble
Address 15 Marylebone Road
London, England
Occupation Solicitor
DIRECTOR'S POWER OF ATTORNEY
NEW NATIONAL GRID plc
to be renamed
NATIONAL GRID GROUP plc (the "Company")
REGISTRATION OF
AMERICAN DEPOSITARY SHARES
OF THE COMPANY TO BE ISSUED PURSUANT TO
NATIONAL GRID USA COMPANIES'
INCENTIVE THRIFT PLAN I AND
NATIONAL GRID USA COMPANIES' INCENTIVE THRIFT
PLAN II WITH THE US SECURITIES AND EXCHANGE COMMISSION
(the "Registration")
I, EDWARD ASTLE, DIRECTOR OF THE COMPANY HEREBY APPOINT and authorise any
other director for the time being of the Company (any such director acting in
such capacity being hereinafter called "my Attorney") to be my lawful
attorney in connection with the Registration on the following basis:
1. I hereby authorise my Attorney to do and perform all matters and things
to be done or performed by me and to agree the form and content of and to
approve, sign, execute and deliver on my behalf (as a director of the
Company) any application, agreement, deed or other document whatsoever
pursuant to the regulations of the Securities and Exchange Commission
(the "SEC") or otherwise in connection with the Registration, as my
Attorney may consider necessary or desirable and which shall have been
approved by resolution of the directors of the Company or a duly
authorised committee thereof, including without prejudice to the
generality of the foregoing a registration statement on Form S-8 for
registration of American Depositary Shares to be issued pursuant to the
National Grid USA Companies Incentive Thrift Plan I and the National Grid
USA Companies Incentive Thrift Plan II ("Thrift Plans") and a prospectus
to be circulated to participants in the Thrift Plans.
2. I hereby undertake to ratify and confirm everything which my Attorney
shall do or purport to do by virtue of this power of attorney and will
fully indemnify my Attorney against all losses, liabilities, costs,
claims, actions, demands or expenses which he may incur or which may be
made against him as a result of or in connection with anything lawfully
done by virtue of this power of attorney.
3. I hereby declare that this power of attorney shall be irrevocable for six
months from the date hereof and shall at all times (both during and after
the said period) be conclusively binding on me and my personal
representatives in favour of third parties who have not received notice
of revocation but so that the exercise by me in person from time to time
of any of the powers hereby conferred shall not of itself be deemed to be
a revocation.
4. This power of attorney shall be governed by and construed in accordance
with the laws of England and I submit to the nonexclusive jurisdiction of
the English Courts for all purposes connected with it.
5. I authorise a copy of this document to be delivered to the SEC and to any
other person who may require it.
IN WITNESS of which this power of attorney has been executed as a deed on
January 25, 2002
SIGNED as a deed )
by EDWARD ASTLE ) s/ Edward Astle
in the presence of:- )
Witness s/ Carol Opem
Signature
Name Carol Opem
Address 93 Karen Circle
Holliston, MA 01746
Occupation Executive Assistant
DIRECTOR'S POWER OF ATTORNEY
NEW NATIONAL GRID plc
to be renamed
NATIONAL GRID GROUP plc (the "Company")
REGISTRATION OF
AMERICAN DEPOSITARY SHARES
OF THE COMPANY TO BE ISSUED PURSUANT TO
NATIONAL GRID USA COMPANIES'
INCENTIVE THRIFT PLAN I AND
NATIONAL GRID USA COMPANIES' INCENTIVE THRIFT
PLAN II WITH THE US SECURITIES AND EXCHANGE COMMISSION
(the "Registration")
I, RICHARD P. SERGEL, DIRECTOR OF THE COMPANY HEREBY APPOINT and authorise
any other director for the time being of the Company (any such director
acting in such capacity being hereinafter called "my Attorney") to be my
lawful attorney in connection with the Registration on the following basis:
1. I hereby authorise my Attorney to do and perform all matters and things
to be done or performed by me and to agree the form and content of and to
approve, sign, execute and deliver on my behalf (as a director of the
Company) any application, agreement, deed or other document whatsoever
pursuant to the regulations of the Securities and Exchange Commission
(the "SEC") or otherwise in connection with the Registration, as my
Attorney may consider necessary or desirable and which shall have been
approved by resolution of the directors of the Company or a duly
authorised committee thereof, including without prejudice to the
generality of the foregoing a registration statement on Form S-8 for
registration of American Depositary Shares to be issued pursuant to the
National Grid USA Companies Incentive Thrift Plan I and the National Grid
USA Companies Incentive Thrift Plan II ("Thrift Plans") and a prospectus
to be circulated to participants in the Thrift Plans.
2. I hereby undertake to ratify and confirm everything which my Attorney
shall do or purport to do by virtue of this power of attorney and will
fully indemnify my Attorney against all losses, liabilities, costs,
claims, actions, demands or expenses which he may incur or which may be
made against him as a result of or in connection with anything lawfully
done by virtue of this power of attorney.
3. I hereby declare that this power of attorney shall be irrevocable for six
months from the date hereof and shall at all times (both during and after
the said period) be conclusively binding on me and my personal
representatives in favour of third parties who have not received notice
of revocation but so that the exercise by me in person from time to time
of any of the powers hereby conferred shall not of itself be deemed to be
a revocation.
4. This power of attorney shall be governed by and construed in accordance
with the laws of England and I submit to the nonexclusive jurisdiction of
the English Courts for all purposes connected with it.
5. I authorise a copy of this document to be delivered to the SEC and to any
other person who may require it.
IN WITNESS of which this power of attorney has been executed as a deed on
January 25, 2002
SIGNED as a deed )
by RICHARD P. SERGEL ) s/ Richard P. Sergel
in the presence of:- )
Witness s/ Carol V. Opem
Signature
Name Carol V. Opem
Address 93 Karen Circle
Holliston, MA 01746
Occupation Executive Assistant
DIRECTOR'S POWER OF ATTORNEY
NEW NATIONAL GRID plc
to be renamed
NATIONAL GRID GROUP plc (the "Company")
REGISTRATION OF
AMERICAN DEPOSITARY SHARES
OF THE COMPANY TO BE ISSUED PURSUANT TO
NATIONAL GRID USA COMPANIES'
INCENTIVE THRIFT PLAN I AND
NATIONAL GRID USA COMPANIES' INCENTIVE THRIFT
PLAN II WITH THE US SECURITIES AND EXCHANGE COMMISSION
(the "Registration")
I, STEPHEN BOX, DIRECTOR OF THE COMPANY HEREBY APPOINT and authorise any
other director for the time being of the Company (any such director acting in
such capacity being hereinafter called "my Attorney") to be my lawful
attorney in connection with the Registration on the following basis:
1. I hereby authorise my Attorney to do and perform all matters and things
to be done or performed by me and to agree the form and content of and to
approve, sign, execute and deliver on my behalf (as a director of the
Company) any application, agreement, deed or other document whatsoever
pursuant to the regulations of the Securities and Exchange Commission
(the "SEC") or otherwise in connection with the Registration, as my
Attorney may consider necessary or desirable and which shall have been
approved by resolution of the directors of the Company or a duly
authorised committee thereof, including without prejudice to the
generality of the foregoing a registration statement on Form S-8 for
registration of American Depositary Shares to be issued pursuant to the
National Grid USA Companies Incentive Thrift Plan I and the National Grid
USA Companies Incentive Thrift Plan II ("Thrift Plans") and a prospectus
to be circulated to participants in the Thrift Plans.
2. I hereby undertake to ratify and confirm everything which my Attorney
shall do or purport to do by virtue of this power of attorney and will
fully indemnify my Attorney against all losses, liabilities, costs,
claims, actions, demands or expenses which he may incur or which may be
made against him as a result of or in connection with anything lawfully
done by virtue of this power of attorney.
3. I hereby declare that this power of attorney shall be irrevocable for six
months from the date hereof and shall at all times (both during and after
the said period) be conclusively binding on me and my personal
representatives in favour of third parties who have not received notice
of revocation but so that the exercise by me in person from time to time
of any of the powers hereby conferred shall not of itself be deemed to be
a revocation.
4. This power of attorney shall be governed by and construed in accordance
with the laws of England and I submit to the nonexclusive jurisdiction of
the English Courts for all purposes connected with it.
5. I authorise a copy of this document to be delivered to the SEC and to any
other person who may require it.
IN WITNESS of which this power of attorney has been executed as a deed on 24
January, 2002
SIGNED as a deed )
by STEPHEN BOX ) s/ Stephen Box
in the presence of:- )
Witness s/ C Conroy
Signature
Name C. Conroy
Address 75 Dorchester Ave
London N13 5DY
Occupation Driver
DIRECTOR'S POWER OF ATTORNEY
NEW NATIONAL GRID plc
to be renamed
NATIONAL GRID GROUP plc (the "Company")
REGISTRATION OF
AMERICAN DEPOSITARY SHARES
OF THE COMPANY TO BE ISSUED PURSUANT TO
NATIONAL GRID USA COMPANIES'
INCENTIVE THRIFT PLAN I AND
NATIONAL GRID USA COMPANIES' INCENTIVE THRIFT
PLAN II WITH THE US SECURITIES AND EXCHANGE COMMISSION
(the "Registration")
I, ROGER URWIN, DIRECTOR OF THE COMPANY HEREBY APPOINT and authorise any
other director for the time being of the Company (any such director acting in
such capacity being hereinafter called "my Attorney") to be my lawful
attorney in connection with the Registration on the following basis:
1. I hereby authorise my Attorney to do and perform all matters and things
to be done or performed by me and to agree the form and content of and to
approve, sign, execute and deliver on my behalf (as a director of the
Company) any application, agreement, deed or other document whatsoever
pursuant to the regulations of the Securities and Exchange Commission
(the "SEC") or otherwise in connection with the Registration, as my
Attorney may consider necessary or desirable and which shall have been
approved by resolution of the directors of the Company or a duly
authorised committee thereof, including without prejudice to the
generality of the foregoing a registration statement on Form S-8 for
registration of American Depositary Shares to be issued pursuant to the
National Grid USA Companies Incentive Thrift Plan I and the National Grid
USA Companies Incentive Thrift Plan II ("Thrift Plans") and a prospectus
to be circulated to participants in the Thrift Plans.
2. I hereby undertake to ratify and confirm everything which my Attorney
shall do or purport to do by virtue of this power of attorney and will
fully indemnify my Attorney against all losses, liabilities, costs,
claims, actions, demands or expenses which he may incur or which may be
made against him as a result of or in connection with anything lawfully
done by virtue of this power of attorney.
3. I hereby declare that this power of attorney shall be irrevocable for six
months from the date hereof and shall at all times (both during and after
the said period) be conclusively binding on me and my personal
representatives in favour of third parties who have not received notice
of revocation but so that the exercise by me in person from time to time
of any of the powers hereby conferred shall not of itself be deemed to be
a revocation.
4. This power of attorney shall be governed by and construed in accordance
with the laws of England and I submit to the nonexclusive jurisdiction of
the English Courts for all purposes connected with it.
5. I authorise a copy of this document to be delivered to the SEC and to any
other person who may require it.
IN WITNESS of which this power of attorney has been executed as a deed on 25
January, 2002
SIGNED as a deed )
by ROGER URWIN ) s/ Roger Urwin
in the presence of:- )
Witness s/ Mark Noble
Signature
Name Mark Noble
Address 15 Marylebone Road
London NW1 5JD
Occupation Solicitor