-----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, UxiViLZAM80l47S0De+r+qYFWdsoAmBZPDuf0IMHgBPXambquKQ9cl7JR2BklaAR 9oG0ldVNkw966ePaQtLSag== 0000071297-97-000020.txt : 19970327 0000071297-97-000020.hdr.sgml : 19970327 ACCESSION NUMBER: 0000071297-97-000020 CONFORMED SUBMISSION TYPE: 35-CERT PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19970326 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: 97563219 BUSINESS ADDRESS: STREET 1: 25 RESEARCH DR CITY: WESTBOROUGH STATE: MA ZIP: 01581 BUSINESS PHONE: 5083669011 35-CERT 1 File No. 70-8921 CERTIFICATE OF NOTIFICATION (Rule 24) SECURITIES AND EXCHANGE COMMISSION BY NEES ENERGY, INC. and ALLENERGY MARKETING COMPANY, L.L.C. In accordance with the Order of the Securities and Exchange Commission dated December 23, 1996, the following is a report for the fourth quarter of 1996: 1. AllEnergy Marketing Company, L.L.C. (AllEnergy, LLC), a Massachusetts Limited Liability Corporation was formed on September 18, 1996. The company was formed as a joint venture between NEES Energy, Inc. and AllEnergy Marketing Company, Inc., each a Massachusetts corporation. 2. As of December 31, 1996, AllEnergy, LLC employed 22 permanent personnel. During the fourth quarter there were four individuals assigned to AllEnergy, LLC on a full-time basis from New England Power Service Company (NEPSCo). NEPSCo is an affiliated company of NEES Energy, Inc. 3. Attached in Exhibits A through C are a consolidated balance sheet as of December 31, 1996, and a consolidated statement of income and cash flows for the year ended December 31, 1996. 4. On December 23, 1996, AllEnergy, LLC formed a subsidiary, Texas Liquids, LLC to purchase the majority of the assets and liabilities of Texas Liquids LTD, Inc. The relevant assets and liabilities of Texas Liquids LTD, Inc. were purchased on December 23, 1996 for a purchase price of $2,427,338. Texas Liquids, LLC engages in purchasing, marketing, selling, and distributing energy commodities and related products and services. 5. As authorized by the Order, AllEnergy, LLC engaged in energy-related consulting, engineering, power quality and other similar services for the period ended December 31, 1996. Pursuant to the requirements of the Public Utility Holding Company Act of 1935, the undersigned company has duly caused this certificate of notification (Commission's File No. 70-8921) to be signed on its behalf by the undersigned officer thereunto duly authorized. By: s/Marcy L. Reed s/John G. Cochrane ______________________ ________________________ Marcy L. Reed John G. Cochrane Vice President and Treasurer Treasurer AllEnergy Marketing Company, L.L.C. NEES Energy, Inc. Date: March 24, 1997 Date: March 25, 1997 EX-99 2 EXHIBIT INDEX Exhibit No. Description Page - ----------- ----------- ---- A Consolidated Balance Sheet as of December 31, 1996 Filed (Unaudited) herewith B Consolidated Statement of Income and Members' Accumulated Deficit Filed For the Year ended December 31, 1996 herewith (Unaudited) C Consolidated Statement of Cash Flows Filed For the Year Ended December 31, 1996 herewith (Unaudited) EX-99 3 EXHIBIT A Exhibit A ALLENERGY MARKETING COMPANY, L.L.C. Consolidated Balance Sheet As of December 31, 1996 (Unaudited) ASSETS - ------ Current Assets Cash $2,291,347 Accounts receivable (net of reserve for bad debts of $153,600) 7,059,254 Unbilled revenue 9,513 Inventory 2,315,030 Prepaid expense 124,065 ----------- Total Current Assets 11,799,209 Fixed assets (net of accumulated depreciation of $49,368) 343,894 Other assets 346,898 ----------- Total Assets $12,490,001 =========== LIABILITIES AND MEMBERS' EQUITY - ------------------------------- Current Liabilities Accounts payable to members $664,061 Accounts payable 6,654,611 Accrued expenses 1,105,749 Other current liabilities 633,044 ----------- Total Current Liabilities 9,057,465 Members' Equity 3,432,536 ----------- Total Liabilities and Members' Equity $12,490,001 =========== EX-99 4 EXHIBIT B Exhibit B ALLENERGY MARKETING COMPANY, L.L.C. Consolidated Statement of Income and Members' Accumulated Deficit For the Year Ended December 31, 1996 (Unaudited) Revenues $2,211,948 Operating expenses: Cost of sales 2,451,244 Selling, general and administrative 1,790,041 Consulting 623,720 Member service charges 460,598 ---------- Total operating expenses 5,325,603 ---------- Operating income (loss) (3,113,655) Other income (expense): Interest income 42,737 Interest income on contribution receivable from member 26,396 Interest expense on note payable to member (26,396) Other 3,454 ---------- Total other income (expense) 46,191 ---------- Net loss ($3,067,464) Members' accumulated deficit at beginning of period - ---------- Members' accumulated deficit at end of period ($3,067,464) ========== EX-99 5 EXHIBIT C Exhibit C ALLENERGY MARKETING COMPANY, L.L.C. Consolidated Statement of Cash Flows For the Year Ended December 31, 1996 (Unaudited) Operating Activities Net loss ($3,067,464) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation 9,621 Changes in operating assets and liabilities: Accounts receivable and unbilled revenues, net (341,002) Inventory (66,622) Prepaid expenses (109,865) Accounts payable to members 664,061 Accounts payable and accrued expenses 709,183 Other, net 35,37 ---------- Net cash used in operating activities (2,166,714) Investing Activities Purchase of fixed assets (334,835) Acquisition of business, net (1,707,104) ---------- Net cash used in investing activities (2,041,939) Financing Activities Proceeds from note payable to member 3,250,000 Repayment of note payable to member (3,250,000) Members' capital contributions 6,500,000 ---------- Net cash provided by financing activities 6,500,000 Net increase in cash and cash equivalents 2,291,347 Cash and cash equivalents at beginning of period - ---------- Cash and cash equivalents at end of period $2,291,347 ========== Supplemental Information: Interest paid to member $26,396 ========== -----END PRIVACY-ENHANCED MESSAGE-----