-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ENmxOkapmil0v4uGHcuyepQZaEjL9/1ShvAHP/g40prlB/1YgAZLo473ipq1VBH7 Td4SoUyUDIio1Hg5ftiVOQ== 0000071297-97-000001.txt : 19970109 0000071297-97-000001.hdr.sgml : 19970109 ACCESSION NUMBER: 0000071297-97-000001 CONFORMED SUBMISSION TYPE: 35-CERT PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19970108 SROS: BSE SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEW ENGLAND ELECTRIC SYSTEM CENTRAL INDEX KEY: 0000071297 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 041663060 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 35-CERT SEC ACT: 1935 Act SEC FILE NUMBER: 070-08921 FILM NUMBER: 97502481 BUSINESS ADDRESS: STREET 1: 25 RESEARCH DR CITY: WESTBOROUGH STATE: MA ZIP: 01581 BUSINESS PHONE: 5083669011 35-CERT 1 File No. 70-8921 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 CERTIFICATE OF NOTIFICATION Pursuant to Rule 24(a) under the Public Utility Holding Company Act of 1935 Filed by NEW ENGLAND ELECTRIC SYSTEM NEES ENERGY, INC. It is hereby certified that as of December 30, 1996, certain transactions covered by the statement on Form U-1 and amendments thereto, File No. 70-8921, and in the order of the Securities and Exchange Commission in this file dated December 23, 1996 (HCAR No. 26633) have been carried out, in accordance with the terms and conditions of and for the purpose represented in said statement and order of the Commission, as follows: NEES Energy, Inc. has made an initial capital contribution to AllEnergy Marketing Company, L.L.C. in the amount of $3,250,000. The required "past tense" opinion of counsel is attached hereto as Exhibit I. On December 23, 1996, Texas Liquids, L.L.C., a special purpose subsidiary of AllEnergy Marketing Company, L.L.C., acquired certain non- utility assets of Texas Liquids LTD, Inc., for a purchase price less than the $3.5 million referenced in Item 1, Part A of the statement on Form U-1, as amended. SIGNATURE Pursuant to the requirements of the Public Utility Holding Company Act of 1935, each of the undersigned companies has duly caused this Certificate of Notification (Commission's File No. 70-8921) to be signed on its behalf by the undersigned officers thereunto duly authorized. NEW ENGLAND ELECTRIC SYSTEM s/Michael E. Jesanis By Michael E. Jesanis Treasurer NEES ENERGY, INC. s/John G. Cochrane By _____________________________ John G. Cochrane Treasurer Dated: January 8, 1997 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. EX-99 2 EXHIBIT AND FINANCIAL STATEMENT INDEX EXHIBIT NO. DESCRIPTION PAGE - ----------- ----------- ---- B-1 LLC Agreement Previously filed under cover of Form SE F Opinion of Counsel Previously filed G-1 Financial Data Schedule Previously filed for NEES (Parent Company Only) G-2 Financial Data Schedule Previously filed for NEES (Consolidated) G-3 Financial Data Schedule Previously filed for NEES Energy I "Past Tense" Opinion of Counsel Filed herewith FINANCIAL STATEMENT INDEX Financial Statement No. Description Page - ------------- ----------- ---- 1-A Balance Sheet of NEES at Previously filed June 30, 1996, Actual and Pro Forma (Parent Company only) 1-B Statement of Income and Previously filed Retained Earnings for NEES for twelve months ended June 30, 1996, Actual and Pro Forma (Parent Company only) 2-A Consolidated Balance Previously filed Sheet of NEES at June 30, 1996, Actual and Pro Forma 2-B Statement of Consolidated Previously filed Income for NEES for twelve months ended June 30, 1996, Actual and Pro Forma 3-A Balance Sheet of NEES Previously filed Energy at June 30, 1996, Actual and Pro Forma 3-B Statement of Income for Previously filed NEES Energy for twelve months ended June 30, 1996, Actual and Pro Forma EX-5 3 Exhibit I 25 Research Drive, Westborough, Massachusetts 01582 =================================================== January 8, 1997 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, DC 20549 Re: File No. 70-8921 Dear Commissioners: The statement on Form U-1 and amendments thereto filed in the above proceeding (the "Statement") were permitted to become effective by the Commission's Order dated December 23, 1996 (HCAR No. 26633). As counsel for the New England Electric System (NEES) and NEES Energy, Inc. (NEES Energy), I have reviewed the actions taken subsequent to my opinion dated December 12, 1996, to carry out the following transaction as contemplated in the Statement: On December 30, 1996, NEES Energy made an initial capital contribution to AllEnergy Marketing Company, L.L.C. (AllEnergy L.L.C.) in the amount of $3,250,000. I have reviewed the above mentioned opinion, which was filed by amendment as Exhibit F to the Statement, and I hereby confirm the various opinions and statements contained therein. It is my opinion that: (a) the foregoing transaction has been carried out in accordance with the Statement and the Commission's Order (HCAR 35-26633) with respect thereto; (b) all state laws applicable to the transaction have been complied with; (c) AllEnergy LLC is validly organized and duly existing; (d) NEES Energy's interest in AllEnergy LLC is valid, fully paid, and non-assessable, and NEES Energy is entitled to the rights and privileges appertaining thereto set forth in the corporate documents defining such rights and privileges; (e) NEES Energy has legally acquired its interest in AllEnergy LLC in accordance with the Commission's authorization of the transactions contemplated by the Statement; and (f) the consummation of the transaction does not violate the legal rights of any holder of securities issued by NEES, NEES Energy, or any associate company thereof. Very truly yours, s/Kirk L. Ramsauer Kirk L. Ramsauer Associate General Counsel -----END PRIVACY-ENHANCED MESSAGE-----