-----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, GwVVJ8tQfKStei95ns2PMPNIVLIWzJBRLosi4+CMmomCKLEKGrsQhv3LZzSZzR+X CWMXPaIlpFEGA6OU010dEg== 0000071297-98-000016.txt : 19980309 0000071297-98-000016.hdr.sgml : 19980309 ACCESSION NUMBER: 0000071297-98-000016 CONFORMED SUBMISSION TYPE: POS AMC PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19980306 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: SEC FILE NUMBER: 070-09089 FILM NUMBER: 98559379 BUSINESS ADDRESS: STREET 1: 25 RESEARCH DR CITY: WESTBOROUGH STATE: MA ZIP: 01581 BUSINESS PHONE: 5083669011 POS AMC 1 File No. 70-9089 SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM U-1 APPLICATION/DECLARATION UNDER THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 (the Act) GRANITE STATE ELECTRIC COMPANY (Granite) MASSACHUSETTS ELECTRIC COMPANY (Mass. Electric) NANTUCKET ELECTRIC COMPANY (Nantucket) THE NARRAGANSETT ELECTRIC COMPANY (Narragansett) NARRAGANSETT ENERGY RESOURCES COMPANY (NERC) NEW ENGLAND ELECTRIC TRANSMISSION CORPORATION (NEET) NEW ENGLAND ENERGY INCORPORATED (NEEI) NEW ENGLAND HYDRO-TRANSMISSION ELECTRIC COMPANY, INC. (Mass. Hydro) NEW ENGLAND HYDRO-TRANSMISSION CORPORATION (NH Hydro) NEW ENGLAND POWER COMPANY (NEP) NEW ENGLAND POWER SERVICE COMPANY (NEPSCO) and NEW ENGLAND ELECTRIC SYSTEM (NEES) (Names of companies filing this statement) 25 Research Drive, Westborough, Massachusetts 01582 407 Miracle Mile, Suite 1, Lebanon, NH 03766 (Granite) 25 Fairgrounds Road, Nantucket, MA 02554 (Nantucket) 280 Melrose Street, Providence, RI 02901 (Narragansett) (Address of principal executive offices) NEW ENGLAND ELECTRIC SYSTEM (Name of top registered holding company parent of the participating companies herein) John G. Cochrane 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) Form U-1 Application/Declaration dated August 18, 1997 (Commission's File No. 70-9089), relating to short-term borrowing of certain subsidiaries of NEES for the period from November 1, 1997 through October 31, 2001, as amended, was declared effective by Order of the Commission dated October 29, 1997 (HCAR No. 26768). The Application/Declaration is hereby further amended as follows: "Item 1. Description of Proposed Transactions", is hereby amended by deleting in the table in the third paragraph under the "Requested" column the amount $375 million for NEP and replacing it with $750 million. In addition, the following new paragraphs are inserted after the table in paragraph three: NEP proposes to increase its current authorization of $375 million to $750 million. As of March 1, 1998, NEP has $209 million of short-term debt outstanding in the form of commercial paper and money pool borrowings. In addition, NEP has $372 million of variable rate tax-exempt mortgage bonds outstanding. Under the terms of these bonds, NEP is obligated to repurchase these bonds in the event they cannot be remarketed to investors. NEP has a $205 million bond purchase facility to support this obligation. Thus, NEP requires $376 million to support the remaining variable rate tax-exempt mortgage bonds plus the normal level of short-term debt. NEP currently has 1,100 MW of purchased power contracts. NEP may have opportunities to negotiate or buyout these purchased power contracts, which may require lump sum, up-front payments. Also, upon divestiture of its non- nuclear generation assets, NEP is required to defease its outstanding mortgage bonds to either first call or maturity. The repurchase of some of these bonds through a tender offer or open market purchases may achieve cost savings. NEP, therefore, seeks to increase its short-term borrowing authority by an additional $375 million. Item 6(a) "Exhibits" is hereby amended by adding the following exhibits: *D-1(d) Petition of NEP to the New Hampshire Public Utilities Commission *D-2(d) Certified Copy of the order of the New Hampshire Public Utilities Commission with respect to NEP *F-1 Opinion of Counsel H Proposed Form of Notice *to be filed by amendment Item 6(b) "Financial Statements" is hereby amended by adding the following exhibits: 1 Balance sheet of NEP as of September 30, 1997 2 Statement of Income and Retained Earnings of NEP for the twelve months ended September 30, 1997 on an actual basis A Financial Data Schedule is being supplied for NEP. SIGNATURES Pursuant to the requirements of the Public Utility Holding Company Act of 1935, each undersigned company has duly caused this Post-Effective Amendment No. 1 to Form U-1 Application/Declaration to be signed on its behalf, as indicated, by the undersigned officers thereunto duly authorized by each such company. NEW ENGLAND ELECTRIC SYSTEM NEW ENGLAND POWER SERVICE COMPANY NANTUCKET ELECTRIC COMPANY NARRAGANSETT ENERGY RESOURCES COMPANY NEW ENGLAND ELECTRIC TRANSMISSION CORPORATION NEW ENGLAND ENERGY INCORPORATED NEW ENGLAND HYDRO-TRANSMISSION ELECTRIC COMPANY, INC. NEW ENGLAND HYDRO-TRANSMISSION CORPORATION s/John G. Cochrane By John G. Cochrane, Treasurer NEW ENGLAND POWER COMPANY GRANITE STATE ELECTRIC COMPANY THE NARRAGANSETT ELECTRIC COMPANY s/John G. Cochrane By John G. Cochrane, Assistant Treasurer MASSACHUSETTS ELECTRIC COMPANY s/Michael E. Jesanis By Michael E. Jesanis, Treasurer DATE: March 6, 1998 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 - ----------- ------------------------------------ -------------- D-1(d) Petition of NEP to the New Hampshire To be filed Public Utilities Commission by amendment D-2(d) Certified Copy of the order of the To be filed New Hampshire Public Utilities by amendment Commission with respect to NEP F-1 Opinion of Counsel To be filed by amendment H Proposed Form of Notice Filed herewith Financial Statement No. - ------------- 1 Balance sheet of NEP as of Filed herewith September 30, 1997 2 Statement of Income and Retained Filed herewith Earnings of NEP for the twelve months ended September 30, 1997 on an actual basis 27 Financial Data Schedule for NEP Filed herewith EX-99 3 EXHIBIT H EXHIBIT H PROPOSED FORM OF NOTICE New England Electric System (NEES), a registered holding company, and eleven of its subsidiaries, Granite State Electric Company (Granite), Massachusetts Electric Company (Mass. Electric), Nantucket Electric Company (Nantucket), The Narragansett Electric Company (Narragansett), Narragansett Energy Resources Company (NERC), New England Electric Transmission Corporation (NEET), New England Energy Incorporated (NEEI), New England Hydro-Transmission Electric Company, Inc. (Mass. Hydro), New England Hydro-Transmission Corporation (NH Hydro), New England Power Company (NEP), and New England Power Service Company (NEPSCO), 25 Research Drive, Westborough, Massachusetts 01582, have filed a post-effective amendment to an application/declaration File No. 70-9089 with this Commission pursuant to Sections 6(a), 7, 9(a), 10, and 12 of the Public Utility Holding Company Act of 1935 (the Act) and Rules 42, 43, and 45 thereunder. The application/declaration was declared effective by Order of the Commission dated October 29, 1997 (HCAR No. 26768). Under the original filing, Mass. Electric, Nantucket, Narragansett, Mass. Hydro, NEP, and NEPSCO (the Borrowing Companies) were authorized through October 31, 2001, to borrow from NEES Money Pool and/or banks, and in the cases of Mass. Electric, Narragansett, and NEP, to issue commercial paper, up to specified maximum outstanding amounts. For NEP, the maximum amount so authorized was $375,000,000. By post-effective amendment, NEP seeks to increase its current authorization of $375 million to $750 million. As of March 1, NEP has $209 million of short-term debt outstanding in the form of commercial paper and money pool borrowings. In addition, NEP has $372 million of variable rate tax-exempt mortgage bonds outstanding. Under the terms of these bonds, NEP is obligated to repurchase these bonds in the event they cannot be remarketed to investors. NEP has a $205 million bond purchase facility to support this obligation. Thus, NEP requires $376 million to support the remaining variable rate tax-exempt mortgage bonds plus the normal level of short-term debt. NEP currently has 1,100 MW of purchased power contracts. NEP may have opportunities to negotiate or buyout these purchased power contracts, which may require lump sum, up-front payments. Also, upon divestiture of its non- nuclear generation assets, NEP is required to defease its outstanding mortgage bonds to either first call or maturity. The repurchase of some of these bonds through a tender offer or open market purchases may achieve cost savings. NEP, therefore, seeks to increase its short-term borrowing authority by an additional $375 million. EX-99 4 FINANCIAL STATEMENT 1 NEW ENGLAND POWER COMPANY Balance Sheet at September 30, 1997 (Unaudited) ASSETS ------ (In Thousands) Utility plant, at original cost $3,044,245 Less accumulated provisions for depreciation and amortization 1,176,595 ---------- 1,867,650 Construction work in progress 29,136 ---------- Net utility plant 1,896,786 ---------- Investments: Nuclear power companies, at equity 50,370 Non-utility property and other investments 30,805 ---------- Total investments 81,175 ---------- Current assets: Cash 1,273 Accounts receivable: Affiliated companies 229,027 Accrued NEEI revenues 21,551 Others 24,630 Fuel, materials and supplies, at average cost 57,332 Prepaid and other current assets 21,557 ---------- Total current assets 355,370 ---------- Deferred charges and other assets 464,623 ---------- $2,797,954 ========== CAPITALIZATION AND LIABILITIES ------------------------------ Capitalization: Common stock, par value $20 per share, authorized and outstanding 6,449,896 shares $ 128,998 Premiums on capital stocks 86,779 Other paid-in capital 289,818 Retained earnings 408,559 Unrealized gain on securities, net 29 ---------- Total common equity 914,183 Cumulative preferred stock, par value $100 per share 39,666 Long-term debt 647,666 ---------- Total capitalization 1,601,515 ---------- Current liabilities: Long-term debt due in one year 53,000 Short-term debt (including $1,475,000 and $5,275,000 to affiliates) 97,950 Accounts payable (including $32,630,000 and $25,301,000 to affiliates) 127,963 Accrued liabilities: Taxes 13,567 Interest 9,537 Other accrued expenses 15,392 Dividends payable 35,475 ---------- Total current liabilities 352,884 ---------- Deferred federal and state income taxes 375,134 Unamortized investment tax credits 53,969 Other reserves and deferred credits 414,452 ---------- $2,797,954 ========== EX-99 5 FINANCIAL STATEMENT 2 NEW ENGLAND POWER COMPANY Statement of Income For the Twelve Months Ended September 30, 1997 (Unaudited)
(In Thousands) Operating revenue, principally from affiliates $1,671,299 ---------- Operating expenses: Fuel for generation 376,172 Purchased electric energy 538,429 Other operation 235,020 Maintenance 83,386 Depreciation and amortization 95,003 Taxes, other than income taxes 67,880 Income taxes 85,120 ---------- Total operating expenses 1,481,010 ---------- Operating income 190,289 Other income: Allowance for equity funds used during construction Equity in income of nuclear power companies 4,898 Other income (expense), net (4,883) ---------- Operating and other income 190,304 ---------- Interest: Interest on long-term debt 42,855 Other interest 7,032 Allowance for borrowed funds used during construction (1,245) ---------- Total interest 48,642 ---------- Net income $ 141,662 ========== Statements of Retained Earnings Retained earnings at beginning of period $ 396,358 Net income 141,662 Dividends declared on cumulative preferred stock (2,075) Dividends declared on common stock (127,386) Premium on redemption of preferred stock ---------- Retained earnings at end of period $ 408,559 ==========
EX-27 6 FINANCIAL DATA SCHEDULE
UT THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE SHEET AND RELATED STATEMENTS OF INCOME, RETAINED EARNINGS AND CASH FLOWS OF NEW ENGLAND POWER COMPANY, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 DEC-31-1997 SEP-30-1997 9-MOS PER-BOOK 1,896,786 81,175 355,370 464,623 0 2,797,954 128,998 376,597 408,559 914,183 0 39,666 647,666 1,475 0 96,475 53,000 0 0 0 1,045,489 2,797,954 1,277,871 68,468 1,064,188 1,132,656 145,215 101 145,316 35,837 109,479 1,556 107,923 99,974 31,599 173,833 0 0 Total deferred charges includes other assets. Per share data is not relevant because the Company's common stock is wholly-owned by New England Electric System. Total common stockholders equity is reflected net of unrealized gain on securities. -----END PRIVACY-ENHANCED MESSAGE-----