-----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, H0S3ZyYl5S+uh/8eURMOb3QiDPY7wwQ3OAyav1y3xDp06t0PI4B2rsmXZPw3dlvu i11t8q1I3oodYqUY4517tw== 0000071297-97-000026.txt : 19970409 0000071297-97-000026.hdr.sgml : 19970409 ACCESSION NUMBER: 0000071297-97-000026 CONFORMED SUBMISSION TYPE: POS AMC PUBLIC DOCUMENT COUNT: 12 FILED AS OF DATE: 19970408 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: POS AMC SEC ACT: 1935 Act SEC FILE NUMBER: 070-08783 FILM NUMBER: 97576534 BUSINESS ADDRESS: STREET 1: 25 RESEARCH DR CITY: WESTBOROUGH STATE: MA ZIP: 01581 BUSINESS PHONE: 5083669011 POS AMC 1 File No. 70-8783 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM U-1 APPLICATION/DECLARATION UNDER THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 NEW ENGLAND ELECTRIC SYSTEM and NEW ENGLAND ELECTRIC RESOURCES, INC. (Name of companies filing this statement) 25 Research Drive, Westborough, Massachusetts 01582 (Address of principal executive offices) NEW ENGLAND ELECTRIC SYSTEM (Name of top registered holding company parent of the participating companies herein) Michael E. Jesanis Robert King Wulff Treasurer Corporation Counsel 25 Research Drive 25 Research Drive Westborough, MA 01582 Westborough, MA 01582 (Names and addresses of agents for service) Item 1 is hereby amended by adding the following new section thereto: "By its Order dated April 15, 1996 (HCAR 35-26504) (the Order), the Commission has authorized financings by NEES and/or NEERI for the purpose of acquiring interests in, financing the acquisition of, and holding the securities of, exempt wholesale generators (EWGs) (as defined in section 32 of the Act) and foreign utility companies (FUCOs) (as defined in section 33 of the Act) as set forth in their Application/Declaration in this File No. 70- 8783, as amended (the Original Statement). At present, under the Order, the aggregate amount of any such investments or financings, including any authorized guarantees and assumptions of liability, may not exceed a total investment cap of $60 million (defined in the original filing as the Total Authority). NEES and NEERI hereby request that the Commission authorize an increase in the Total Authority from $60 million to an amount not exceeding 50% of the NEES system's 'consolidated retained earnings', as defined in Rule 53(a)(1)(ii), in the aggregate outstanding at any one time. No such EWG or FUCO investment or financing will be made unless at the time of the investment or financing, and after giving effect to the investment or financing, NEES 'aggregate investment', as defined in Rule 53(a)(1)(i), in EWGs, FUCOs and Project Parents (as such term is defined in the Original Statement) does not exceed 50% of the NEES system's 'consolidated retained earnings', as defined in Rule 53(a)(1)(ii). Neither NEES nor any subsidiary currently has an ownership interest in an exempt wholesale generator (EWG) as defined in Section 32 of the Act or a foreign utility company (FUCO) as defined in Section 33 of the Act. Additionally, neither NEES nor any subsidiary is a party to, or has any rights under, a service, sales, or construction agreement with an EWG or FUCO. NEES and its subsidiaries shall comply with the requirements of Rules 53 and 54 of the Act in connection with EWG and FUCO acquisitions and financings and with all other requirements and conditions in the Original Statement as amended hereby and the Order." 2. Item 2, Fees, Commission, and Expenses, is amended by adding the following thereto: "Services incidental to this Post-Effective Amendment No. 1 filing are estimated to not exceed $10,000. This amount includes a $2,000 filing fee paid by wire transfer to the Commission at the time of filing this Post- Effective Amendment." 3. Item 3, Applicable Statutory Provisions, is amended by adding the following thereto: "The sections of the Act and rules or exemptions thereunder that are believed to be applicable to the transactions proposed in this filing are: Sections 6(a), 7, 9(a), 10, 12, 13, 22, 32, 33, and Rules 45, 52, 53, 54, 90, and 91." 4. Item 4, Regulatory Approval, is amended by adding the following thereto: "No Federal or State commission or regulatory body, other than the Commission, has jurisdiction over the proposed transactions in this Post- Effective Amendment No. 1." 5. Item 5, Procedure, is amended by adding the following thereto: "The applicants request that the Commission take action with respect to this Post-Effective Amendment No. 1 on or before May 5, 1997, or as soon thereafter as practicable, without a hearing being held. The applicants (i) do not request a recommended decision by a hearing officer, (ii) do not request a recommended decision by any other responsible officer of the Commission, (iii) hereby specify that the Division of Investment Management may assist in the preparation of the Commission's decision, and (iv) hereby request that there be no 30-day waiting period between the date of issuance of the Commission's order and the date on which it is to become effective." 6. Item 6(a)is amended by adding the following exhibits: (a) Exhibits *F-2 Opinion of Counsel G-1 Financial Data Schedule for NEES (Consolidated) G-2 Financial Data Schedule for NEES (Parent Company Only) G-3 Financial Data Schedule for NEERI H-2 Proposed Form of Notice *To be filed by amendment (b) Financial Statements 1-A Balance Sheet of NEES at December 31, 1996, Actual (Parent Company Only) 1-B Statement of Income and Retained Earnings for NEES for twelve months ended December 31, 1996, Actual (Parent Company Only) 2-A Consolidated Balance Sheet of NEES at December 31, 1996, Actual 2-B Statement of Consolidated Income for NEES for twelve months ended December 31, 1996, Actual 3-A Balance Sheet of NEERI at December 31, 1996, Actual 3-B Statement of Income and Retained Earnings for NEERI for twelve months ended December 31, 1996, Actual 7. Item 7, Environmental Effects, is hereby amended by adding the following thereto: "The transactions proposed by this Post-Effective Amendment No. 1 do not involve a major Federal action significantly affecting the quality of the human environment." SIGNATURE Pursuant to the requirements of the Public Utility Holding Company Act of 1935, the undersigned companies have duly caused this Post-Effective Amendment No. 1 to their Form U-1 Application/Declaration (Commission's File No. 70-8783) to be signed on their behalf, as indicated, by the undersigned officers thereunto duly authorized by such companies. NEW ENGLAND ELECTRIC SYSTEM s/Michael E. Jesanis By___________________________________ Michael E. Jesanis Treasurer NEW ENGLAND ELECTRIC RESOURCES, INC. s/John G. Cochrane By___________________________________ John G. Cochrane Treasurer Date: April 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 INDEX Exhibit No. Description Page - ----------- ----------- ---- F-2 Opinion of Counsel To be filed by Amendment G-1 Financial Data Schedule Filed herewith for NEES (Consolidated) G-2 Financial Data Schedule for Filed herewith NEES (Parent Company only) G-3 Financial Data Schedule Filed herewith for NEERI H-2 Proposed Form of Notice Filed herewith FINANCIAL STATEMENTS Financial Statement No. Description Page - ------------- ----------- ---- 1-A Balance Sheet of NEES at Filed herewith December 31,1996, Actual (Parent Company only) 1-B Statement of Income Filed herewith and Retained Earnings for NEES for twelve months ended December 31, 1996, Actual (Parent Company only) 2-A Consolidated Balance Sheet Filed herewith of NEES at December 31, 1996, Actual 2-B Statement of Consolidated Filed herewith Income for NEES for twelve months ended December 31, 1996, Actual 3-A Balance Sheet of NEERI at Filed herewith December 31, 1996, Actual 3-B Statement of Income and Filed herewith Retained Earnings for NEERI for twelve months ended December, 31, 1996, Actual EX-27 3 EXHIBIT G-1
OPUR1 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED BALANCE SHEET AND RELATED CONSOLIDATED STATEMENTS OF INCOME, RETAINED EARNINGS AND CASH FLOWS OF NEW ENGLAND ELECTRIC SYSTEM, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 DEC-31-1996 DEC-31-1996 12-MOS PER-BOOK 3,896,605 389,146 488,880 448,620 0 5,223,251 64,970 736,773 887,292 1,685,417 0 126,166 1,614,578 0 0 145,050 79,705 0 0 0 1,572,335 5,223,251 2,350,698 139,199 1,863,381 2,002,580 348,118 2,168 350,286 127,760 208,936 6,463 208,936 153,173 110,479 522,570 $3.22 $3.22 Total deferred charges includes other assets. Preferred stock reflects preferred stock of subsidiaries. Preferred stock dividends reflect preferred stock dividends of subsidiaries and net gain on reacquisition of preferred stock. Total common stockholders equity is reflected net of treasury stock at cost. EX-27 4 EXHIBIT G-2
OPUR1 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE SHEET AND RELATED STATEMENTS OF INCOME, RETAINED EARNINGS AND CASH FLOWS OF NEW ENGLAND ELECTRIC SYSTEM (PARENT COMPANY), AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. NEW ENGLAND ELECTRIC SYSTEM (PARENT COMPANY) 1 1,000 DEC-31-1996 DEC-31-1996 12-MOS PER-BOOK 0 1,690,650 45,323 2,897 0 1,738,870 64,969 736,567 887,292 1,688,828 0 0 0 0 0 0 0 0 0 0 50,042 1,738,870 0 (169) 6,602 6,433 (6,433) 215,841 209,408 316 209,092 0 209,092 153,329 0 0 0 0 EX-27 5 EXHIBIT G-3
OPUR1 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE SHEET AND RELATED STATEMENTS OF INCOME, RETAINED EARNINGS AND CASH FLOWS OF NEW ENGLAND ELECTRIC RESOURCES INC., AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. NEW ENGLAND ELECTRIC RESOURCES INC. 2 1,000 DEC-31-1996 DEC-31-1996 12-MOS PER-BOOK 0 1,475 2,410 0 0 3,885 1 0 (5,321) 3,129 0 0 0 0 0 0 0 0 0 0 756 3,885 0 0 0 0 0 (3,608) (3,608) 0 (3,608) 0 0 0 0 0 0 0 Total common stockholders equity includes subordinated notes payable to parent. Per share data is not relevant because the Company's common stock is wholly-owned by New England Electric System. EX-99 6 EXHIBIT H-2 EXHIBIT H-2 PROPOSED FORM OF NOTICE By its Order dated April 15, 1996 (HCAR 35-26504) (the Order), the Commission has authorized financings by the New England Electric System (NEES) and/or New England Electric Resources, Inc. (NEERI) for the purpose of acquiring interests in, financing the acquisition of, and holding the securities of, exempt wholesale generators (EWGs) (as defined in section 32 of the Act) and foreign utility companies (FUCOs) (as defined in section 33 of the Act) as set forth in their Application/Declaration in this File No. 70- 8783, as amended (the Original Statement). At present, under the Order, the aggregate amount of any such investments or financings, including any authorized guarantees and assumptions of liability, may not exceed a total investment cap of $60 million (defined in the original filing as the Total Authority). NEES and NEERI request that the Commission authorize an increase in the Total Authority from $60 million to an amount not exceeding 50% of the NEES system's 'consolidated retained earnings', as defined in Rule 53(a)(1)(ii), in the aggregate outstanding at any one time. No such EWG or FUCO investment or financing will be made unless at the time of the investment or financing, and after giving effect to the investment or financing, NEES 'aggregate investment', as defined in Rule 53(a)(1)(i), in EWGs, FUCOs and Project Parents (as such term is defined in the Original Statement) does not exceed 50% of the NEES system's 'consolidated retained earnings', as defined in Rule 53(a)(1)(ii). Neither NEES nor any subsidiary currently has an ownership interest in an exempt wholesale generator (EWG) as defined in Section 32 of the Act or a foreign utility company (FUCO) as defined in Section 33 of the Act. Additionally, neither NEES nor any subsidiary is a party to, or has any rights under, a service, sales, or construction agreement with an EWG or FUCO. NEES and its subsidiaries shall comply with the requirements of Rules 53 and 54 of the Act in connection with EWG and FUCO acquisitions and financings and with all other requirements and conditions in the Original Statement, as amended, and the Order. EX-99 7 FINANCIAL STATEMENT 1-A
Financial Statement 1-A NEW ENGLAND ELECTRIC SYSTEM (Parent Company Only) Balance Sheet At December 31, 1996 (Unaudited)
ASSETS ------ (In Thousands) Investments: Common stocks of subsidiaries, at equity $1,651,766 Notes of subsidiaries 35,056 Other investments 3,828 ---------- Total investments 1,690,650 ---------- Current assets: Cash 38 Temporary cash investments - subsidiary companies 5,925 Interest and dividends receivable of subsidiaries 39,344 Other current assets 16 ---------- Total current assets 45,323 ---------- Deferred federal income taxes 2,897 ---------- $1,738,870 ========== CAPITALIZATION AND LIABILITIES ------------------------------ Common share equity: Common shares, par value $1 per share: Authorized - 150,000,000 shares Issued - 64,969,652 shares $ 64,969 Paid-in capital 736,567 Retained earnings (including $645,456,000 of undistributed subsidiary earnings) 887,292 ---------- Total common share equity 1,688,828 ---------- Current liabilities: Accounts payable 8,434 Other accrued expenses 8 Dividends payable 34,211 ---------- Total current liabilities 42,653 ---------- Deferred credits 7,389 ---------- $1,738,870
========== EX-99 8 FINANCIAL STATEMENT 1-B Financial Statement 1-B NEW ENGLAND ELECTRIC SYSTEM (Parent Company Only) Statement of Income Twelve Months Ended December 31, 1996 (Unaudited)
(In Thousands) Equity in earnings of subsidiaries $ 215,100 Interest income - subsidiaries 634 --------- Total income from subsidiaries 215,734 Other income 107 --------- Total income 215,841 Corporate and fiscal expenses (includes $1,300,000 for cost of services billed by an affiliated company) 6,602 Federal income taxes (169) --------- Income before interest 209,408 Interest 316 --------- Net income $ 209,092 ========= Statement of Retained Earnings Retained earnings at beginning of period $ 831,529 Net income 209,092 Dividends declared on common shares (153,329) --------- Retained earnings at end of period $ 887,292 =========
EX-99 9 FINANCIAL STATEMENT 2-A Financial Statement 2-A New England Electric System and Subsidiaries Consolidated Balance Sheets At December 31, 1996 (thousands of dollars)
1996 ---------- Assets Utility plant, at original cost $5,692,956 Less accumulated provisions for depreciation and amortization 1,853,003 ---------- 3,839,953 Net investment in Seabrook 1 under rate settlement (Note A) Construction work in progress 56,652 ---------- Net utility plant 3,896,605 ---------- Oil and gas properties, at full cost (Note A) 1,286,661 Less accumulated provision for amortization 1,081,940 ---------- Net oil and gas properties 204,721 ---------- Investments: Nuclear power companies, at equity (Note D) 47,902 Other subsidiaries, at equity 40,124 Other investments 96,399 ---------- Total investments 184,425 ---------- Current assets: Cash 8,477 Accounts receivable, less reserves of $18,702 and $18,308 262,103 Unbilled revenues 59,093 Fuel, materials, and supplies, at average cost 74,111 Prepaid and other current assets 85,096 ---------- Total current assets 488,880 ---------- Deferred charges and other assets (Note B) 448,620 ---------- $5,223,251 ---------- Capitalization and liabilities Capitalization (see accompanying statements): Common share equity $1,685,417 Minority interests in consolidated subsidiaries 46,293 Cumulative preferred stock of subsidiaries 126,166 Long-term debt 1,614,578 ---------- Total capitalization 3,472,454 ---------- Current liabilities: Long-term debt due within one year 79,705 Short-term debt 145,050 Accounts payable 148,592 Accrued taxes 14,911 Accrued interest 27,494 Dividends payable 37,276 Other current liabilities (Note F) 109,582 ---------- Total current liabilities 562,610 ---------- Deferred federal and state income taxes 750,929 Unamortized investment tax credits 91,936 Other reserves and deferred credits 345,322 Commitments and contingencies (Note D) ---------- $5,223,251 ----------
The accompanying notes are an integral part of these consolidated financial statements. EX-99 10 FINANCIAL STATEMENT 2-B Financial Statement 2-B New England Electric System and Subsidiaries Statements of Consolidated Income Year Ended December 31, 1996 (thousands of dollars, except per share data)
1996 ---------- Operating revenue $ 2,350,698 Operating expenses: Fuel for generation 334,994 Purchased electric energy 509,400 Other operation 501,090 Maintenance 127,785 Depreciation and amortization 246,379 Taxes, other than income taxes 143,733 Income taxes 139,199 ----------- Total operating expenses 2,002,580 ----------- Operating income 348,118 Other income: Allowance for equity funds used during construction Equity in income of generating companies 10,334 Other income (expense), net (8,166) ----------- Operating and other income 350,286 ----------- Interest: Interest on long-term debt 110,479 Other interest 19,527 Allowance for borrowed funds used during construction (2,246) ----------- Total interest 127,760 ----------- Income after interest 222,526 Preferred dividends and net gain on reacquisition of preferred stock of subsidiaries 6,463 Minority interests 7,127 ----------- Net income $ 208,936 ----------- Average common shares 64,924,468 Per share data: Net income $ 3.22 Dividends declared $ 2.360 -----------
Statements of Consolidated Retained Earnings Year Ended December 31 (thousands of dollars)
1996 --------- Retained earnings at beginning of year $ 831,529 Net income 208,936 Dividends declared on common shares (153,173) --------- Retained earnings at end of year $ 887,292 ---------
The accompanying notes are an integral part of these consolidated financial statements. EX-99 11 FINANCIAL STATEMENT 3-A Financial Statement 3-A NEW ENGLAND ELECTRIC RESOURCES, INC. Balance Sheet December 31, 1996 (Unaudited, Subject to Adjustment)
ASSETS - ------ Current assets: Cash $ 180,836 Accounts receivable 1,359,932 Accounts receivable from associated companies 2,746 Tax benefit receivable 866,287 ----------- Total current assets 2,409,801 ----------- Investment in Separation Technologies, Inc., at cost 999,999 Investment in Monitoring Technologies, Inc., at cost 475,001 ----------- Total other assets 1,475,000 ----------- Total assets $ 3,884,801 =========== LIABILITIES AND PARENT COMPANY'S INVESTMENT - ------------------------------------------- Current liabilities: Accounts payable to associated companies $ 465,891 Accounts payable 238,342 Tax collections payable 382 ----------- Total current liabilities 704,615 Accumulated deferred income taxes 51,600 ----------- Total liabilities 756,215 Parent company's investment: Common stock, par value $1 per share 1,000 Subordinated notes payable to parent 8,448,999 Retained deficit (5,321,413) ----------- Total parent company's investment 3,128,586 ----------- Total liabilities and parent company's investment $ 3,884,801 ===========
EX-99 12 FINANCIAL STATEMENT 3-B Financial Statement 3-B NEW ENGLAND ELECTRIC RESOURCES, INC. Statement of Income and Retained Deficit For the Twelve Months Ended December 31, 1996 (Unaudited, Subject to Adjustment)
INCOME - ------ Services rendered to nonassociated companies $ 1,379,230 ----------- Total Income $ 1,379,230 ----------- EXPENSE - ------- Administrative and General Expenses $ 7,339,530 Income taxes (2,352,400) ----------- Total Expenses 4,987,130 ----------- Net Income/(Loss) $(3,607,900) =========== Retained earnings/(deficit) at beginning of period (1,713,513) ----------- Retained earnings/(deficit) at end of period $(5,321,413) ===========
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