File No. 70-9473
70-9519
AMENDMENT TO CERTIFICATE OF NOTIFICATION
(RULE 24)
SECURITIES AND EXCHANGE COMMISSION
BY
NATIONAL GRID GROUP PLC
On November 28, 2001, in accordance with the order of the Securities and
Exchange Commission dated March 15, 2000, Holding Company Act Release No.
27154 (the "Order"), National Grid Group plc submitted its Rule 24 report for
the period April 1, 2001 to September 30, 2001 (the "November 2001 Report").
On June 28, 2001, in accordance with the Order, National Grid Group plc
submitted its Rule 24 report for the period October 1, 2000 to March 31, 2001
(the "June 2001 Report"). On November 28, 2000, in accordance with the Order,
National Grid Group plc submitted its Rule 24 report for the period April 1,
2000 to September 30, 2000 (the "November 2000 Report"). National Grid Group
plc is filing this Amendment to correct certain items contained in the above-
referenced Rule 24 reports (the "Reports").
In connection with Reporting Requirement No. 3 of the November 2001
Report, investment in shares under US GAAP was reported on the basis of equity
accounting for subsidiary undertakings. In Exhibit A-3 of Reporting
Requirement No. 10 of each of the Reports, preferred stock and minority
interests were inadvertently omitted from the National Grid Group plc
capitalisation table. National Grid Group plc hereby submits this amendment to
(i) amend and restate Reporting Requirement No. 3 of the November 2001 Report
which is now presented in accordance with the method provided in Rule 53, and
(ii) amend and restate Exhibit A-3 of Reporting Requirement No. 10 for each of
the Reports. Unless otherwise defined herein, all capitalized terms in this
Amendment to Certificate of Notification shall have the meaning set forth in
the Order. With respect to the Reporting Requirements in this Amended
Certificate of Notification, "NEES" has been replaced with "National Grid
USA".
In this amendment a conversion ratio of 1 GBP to 1.47, 1.42, and 1.48 US
Dollars has been used for the periods ended September 30, 2001, March 31,
2001, and September 30, 2000, respectively. The exchange rate conversion is
provided solely for convenience and should not be taken to mean that the pound
sterling amounts have been, could have been, or could be converted to US
Dollars at the rates indicated or at any other rates.
1. Reporting Requirement No. 3 of the November 2001 Report is hereby
amended and restated to read in its entirety as follows:
"Reporting Requirement No. 3: National Grid's aggregate investment, as
defined under rule 53, in EWGs and FUCOs as of the end of the reporting period
in dollars and as a percentage of National Grid's consolidated retained
earnings, and a description of EWG and FUCO investments made during the
reporting period.
Response:
A. As of September 30, 2001, National Grid's consolidated retained
earnings calculated in accordance with US GAAP were GBP
2,414,200,000 (USD 3,548,874,000) - including Other Comprehensive
Income (OCI) - GBP 10,500,000 (USD 15,435,000). Retained Earnings,
excluding OCI - GBP 2,403,700,000 (USD 3,533,439,000).
B. National Grid's aggregate investment, as defined in Rule 53, in
EWGs and FUCOs as of September 30, 2001 was GBP 2,103,360,300 (USD
3,091,939,700).
C. National Grid's aggregate investment in EWGs and FUCOs as a
percentage of its consolidated retained earnings was 88% as of
September 30, 2001.
D. During the Reporting Period, no major EWG and FUCO investments
were made. The aggregate investment in FUCOs decreased as a result
of loan repayments, and exchange rate differences."
2. Exhibit A-3 of the November 2001 Report is hereby deleted and is
replaced in its entirety by Exhibit A attached hereto.
3. Exhibit A-3 of the June 2001 Report is hereby deleted and is replaced in
its entirety by Exhibit B attached hereto.
4. Exhibit A-3 of the November 2000 Report is hereby deleted and is
replaced in its entirety by Exhibit C attached hereto.
SIGNATURE
Pursuant to the requirements of the Public Utility Holding Company Act
of 1935, the undersigned company has duly caused this amendment to
certificates of notification (Commission's File Nos. 70-9473 and 70-9519) to
be signed on its behalf by the undersigned thereunto duly authorized.
NATIONAL GRID GROUP PLC
s/ Richard P. Sergel
By:_____________________________
Richard P. Sergel
Authorized Representative
Date: January 28, 2002
EXHIBIT INDEX
Exhibit No. Description Page
------------- ------------ -----
Exhibit A Amended Exhibit A-3 Filed herewith
National Grid Group
September 30, 2001 Rule 24
Capitalisation Table
Exhibit B Amended Exhibit A-3 Filed herewith
National Grid Group
March 31, 2001 Rule 24
Capitalisation Table
Exhibit C Amended Exhibit A-3 Filed herewith
National Grid Group
September 30, 2000 Rule 24
Capitalisation Table
Exhibit A
Amended Exhibit A-3
National Grid Group
September 30, 2001
Rule 24 Capitalisation Table
National Grid National Grid National Grid (US) National Grid
Group plc Holdings Limited Holdings Limited (US) Investments
$'m % $'m % $'m % $'m %
Common Stock
Holders' Funds 4,106.0 41.0 3,293.6 47.9 16.0 0.4 78.1 1.8
Preferred Stock
Holders' Funds - - 50.3 0.7 - - 32.3 0.7
Cumulative Preferred
Stock of Subsidiaries 23.6 0.2 - - - - - -
Minority Interests 28.2 0.3 0.3 - - - - -
Short - term debt 129.9 1.3 2,950.2 42.9 4,422.4 99.6 4,367.4 97.5
Long - term debt 5,739.1 57.2 581.8 8.5 - - - -
Total capitalization 10,026.8 100.0 6,876.2 100.0 4,438.4 100.0 4,477.8 100.0
National Grid National Grid
(Ireland) 1 (Ireland) 2 National Grid
Limited Limited General Partnership
$'m % $'m % $'m %
Common Stock
Holders' Funds 938.5 22.0 3,143.4 99.8 1,572.5 37.0
Preferred Stock
Holders' Funds 3,319.1 78.0 - - - -
Cumulative Preferred
Stock of Subsidiaries - - - - - -
Minority Interests - - - - - -
Short - term debt - - 7.3 0.2 - -
Long - term debt - - - - 2,680.0 63.0
Total capitalization 4,257.6 100.0 3,150.7 100.0 4,252.5 100.0
Notes:
The above table excludes all current accounts (both payables and receivables) relating to trading, interest, and dividends.
The numbers presented above are on the basis of equity accounting for investments held in subsidiary undertakings, other than
for National Grid Group plc and National Grid Holdings Limited, which are on a fully consolidated basis. This contrasts with
the presentation of information for previous periods, where the investments in subsidiary undertakings were carried at cost.
Exhibit B
Amended Exhibit A-3
National Grid Group
March 31, 2001
Rule 24 Capitalisation Table
National Grid National Grid National Grid (US) National Grid
Group plc Holdings Limited Holdings Limited (US) Investments
$'m % $'m % $'m % $'m %
Common Stock
Holders' Funds 4,146.1 41.0 3,498.5 46.4 (33.1) (0.8) (110.0) (2.6)
Preferred Stock
Holders' Funds - - - - - - 30.6 0.7
Cumulative Preferred
Stock of Subsidiaries 28.4 0.3 - - - - - -
Minority Interests 31.0 0.3 0.5 - - - - -
Short - term debt 1,379.1 13.7 1,957.8 26.0 4,253.3 100.8 4,263.0 101.9
Long - term debt 4,516.6 44.7 2,077.4 27.6 - - - -
Total capitalization 10,101.2 100.0 7,534.2 100.0 4,220.2 100.0 4,183.6 100.0
National Grid National Grid
(Ireland) 1 (Ireland) 2 National Grid
Limited Limited General Partnership
$'m % $'m % $'m %
Common Stock
Holders' Funds 841.4 20.7 3,122.8 99.8 1,543.7 36.5
Preferred Stock
Holders' Funds 3,225.8 79.3 - - - -
Cumulative Preferred
Stock of Subsidiaries - - - - - -
Minority Interests - - - - - -
Short - term debt - - 7.1 0.2 - -
Long - term debt - - - - 2,680.0 63.5
Total capitalization 4,067.2 100.0 3,129.9 100.0 4,223.7 100.0
Notes:
The above table excludes all current accounts (both payables and receivables) relating to trading, interest, and dividends.
Within the figures presented above, investments in subsidiary undertakings are carried at cost, except for National Grid Group
plc and National Grid Holdings Limited, which are presented on a fully consolidated basis.
Exhibit C
Amended Exhibit A-3
National Grid Group
September 30, 2000
Rule 24 Capitalisation Table
National Grid National Grid National Grid (US) National Grid
Group plc Holdings Limited Holdings Limited (US) Investments
$'m % $'m % $'m % $'m %
Common Stock
Holders' Funds 3,941.7 37.6 3,089.3 40.5 (10.2) (0.3) (101.7) (2.5)
Preferred Stock
Holders' Funds - - - - - - 35.5 0.9
Cumulative Preferred
Stock of Subsidiaries 49.5 0.5 - - - - - -
Minority Interests 31.4 0.3 0.7 - - - - -
Short - term debt 1,445.8 13.8 2,379.9 31.2 4,073.8 100.3 4,120.4 101.6
Long - term debt 5,015.6 47.8 2,159.8 28.3 - - - -
Total capitalization 10,484.0 100.0 7,629.7 100.0 4,063.6 100.0 4,054.2 100.0
National Grid National Grid
(Ireland) 1 (Ireland) 2 National Grid
Limited Limited General Partnership
$'m % $'m % $'m %
Common Stock
Holders' Funds 1,089.1 26.9 3,099.2 100.0 1,689.9 38.7
Preferred Stock
Holders' Funds 2,960.3 73.1 - - - -
Cumulative Preferred
Stock of Subsidiaries - - - - - -
Minority Interests - - - - - -
Short - term debt - - 0.1 - - -
Long - term debt - - - - 2,680.0 61.3
Total capitalization 4,049.4 100.0 3,099.3 100.0 4,369.9 100.0
Notes:
The above table excludes all current accounts (both payables and receivables) relating to trading, interest and dividends.
Within the figures presented above, investments in subsidiary undertakings are carried at cost, except for National Grid Group
plc and National Grid Holdings Limited, which are presented on a fully consolidated basis.