-----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, GZX3D8wQHyjK2t4H3xiyjtaEyyVIsK6uNyORbWOjKLc3jGK9CsZCeVuYN6nQ9o8i v+Sc86BMKPYVyW9Z5+u7OA== 0000071297-01-000005.txt : 20010307 0000071297-01-000005.hdr.sgml : 20010307 ACCESSION NUMBER: 0000071297-01-000005 CONFORMED SUBMISSION TYPE: 35-CERT PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 20010228 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NATIONAL GRID USA CENTRAL INDEX KEY: 0000071297 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 041663060 STATE OF INCORPORATION: MA FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 35-CERT SEC ACT: SEC FILE NUMBER: 070-08803 FILM NUMBER: 1557119 BUSINESS ADDRESS: STREET 1: 25 RESEARCH DR CITY: WESTBOROUGH STATE: MA ZIP: 01582 BUSINESS PHONE: 5083892000 MAIL ADDRESS: STREET 1: 25 RESEARCH DR CITY: WESTBOROUGH STATE: MA ZIP: 01582 FORMER COMPANY: FORMER CONFORMED NAME: NEW ENGLAND ELECTRIC SYSTEM DATE OF NAME CHANGE: 19920703 35-CERT 1 0001.txt File No. 70-8803 CERTIFICATE OF NOTIFICATION (Rule 24) SECURITIES AND EXCHANGE COMMISSION BY NEES Energy, Inc. In accordance with the order of the Securities and Exchange Commission dated May 23, 1996, the following is a report for the third quarter of fiscal year 2001: 1.NEES Energy, Inc. (NEES Energy), a Massachusetts Corporation, was formed on June 14, 1996. The corporation was capitalized on August 9, 1996 when one thousand shares of NEES Energy common stock were issued and sold to New England Electric System (NEES). On March 22, 2000 NEES was acquired by National Grid Group plc, and renamed National Grid USA. In conjunction with the merger, the Company's accounting year changed from a calendar year to a fiscal year beginning April 1 and ending March 31. 2.In connection with the merger of NEES and National Grid Group plc, as of March 22, 2000, the estimated fair value of AllEnergy Marketing Co., LLC (a wholly owned subsidiary of NEES Energy, Inc.) was recorded as an asset held for sale. This estimate changed during the quarter due to intercompany borrowings and repayments. Also, the estimate was revised to reflect the net realizable value of the company as well as estimated operating losses incurred during the holding period. 3.As of December 31, 2000, National Grid USA had purchased 1,000 shares of NEES Energy common stock and made subordinated loans and other paid-in capital contributions to NEES Energy totaling $78,506,000 and $10,655,000, respectively. 4.As of December 31, 2000, NEES Energy had no permanent personnel and during the third quarter of fiscal year 2001 there were no individuals assigned on a substantially full- time basis. 5.During the third quarter of fiscal year 2001, NEES Energy had no kilowatt hours sold or marketed. 6.Attached in Exhibits A through C are a consolidated balance sheet as of December 31, 2000, consolidated income statements and statements of cash flows for the quarter, nine months and twelve months ended December 31, 2000. 7.As of December 31, 2000, AllEnergy Marketing Company, LLC had sold its two wholly owned subsidiaries (Texas Liquids, LLC and Texas Ohio Gas Inc.) and virtually all of its operating divisions to unaffiliated third parties. It is anticipated that all remaining business activities will be resolved during the first quarter of calendar year 2001. 8.Effective with the purchase of NEES by National Grid, goodwill was allocated, on a preliminary basis, to the Company to reflect the anticipated loss on the disposal of AllEnergy Marketing Company. In December 2000, that goodwill and the associated amortization was reallocated to other subsidiaries of National Grid USA. 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. 70-8803) to be signed on its behalf by the undersigned officer thereunto duly authorized. NEES Energy, Inc. By: s/ John G. Cochrane ___________________________ John G. Cochrane President and Treasurer Date: February 28, 2001 EX-99 2 0002.txt EXHIBIT INDEX Exhibit No. Description Page - ----------- ----------- ---- A Balance Sheet at December 31, 2000 Filed (Unaudited, subject to adjustment)herewith B Statement of Income and AccumulatedFiled Deficit For the Quarter and Nine Monthsherewith ended December 31, 2000 (Unaudited, Subject to Adjustment) C Statement of Cash Flows For the Quarter Filed and Nine Months ended December 31, 2000 herewith (Unaudited, Subject to Adjustment) B1 Consolidated Statement of Income andFiled Accumulated Deficit For the Twelve herewith Months ended December 31, 2000 (Unaudited, Subject to Adjustment) C1 Consolidated Statement of Cash Flows Filed For the Twelve Months ended December 31, 2000 herewith (Unaudited, Subject to Adjustment) EX-99 3 0003.txt EXHIBIT A Exhibit A NEES Energy, Inc. Balance Sheet (Thousands of Dollars) As of December 31, 2000 (Unaudited, Subject to Adjustment) ASSETS - ------ [S] [C] Current assets: Cash $ 929 Asset held for sale-AllEnergy 28,536 Other current assets 1,261 -------- Total current assets 30,726 -------- Deferred federal and state income taxes 818 Other assets 2 -------- Total other assets 820 -------- Total assets $31,546 ======== LIABILITIES AND CAPITALIZATION - ------------------------------ Current liabilities: Accounts payable (including $13 to affiliates) $ 14 -------- Parent company's investment: Subordinated notes payable to parent 78,506 Common stock, par value $1 per share 1 Other paid-in capital (46,890) Accumulated deficit (85) -------- Total parent company's investment 31,532 -------- Total liabilities and parent company's investment $31,546 ======== EX-99 4 0004.txt EXHIBIT B Exhibit B
NEES ENERGY, INC. Statement of Income and Accumulated Deficit (Thousands of Dollars) For the Periods Ended December 31, 2000 (Unaudited, Subject to Adjustment) Nine QuarterMonths -------------- INCOME Revenue $ 0 $ 0 ----- ----- Total income 0 0 ----- ----- EXPENSES Operating expenses General and administrative expenses 38 94 Income tax (14) (34) ----- ----- Total operating expenses 24 60 ----- ----- Operating income (loss) (24) (60) Other income (expense) Goodwill amortization 320 0 Other 1 1 ----- ----- Other income (expense) net 321 1 ----- ----- Net income (loss) 297 (59) Accumulated deficit at beginning of period (382) (26) ----- ----- Accumulated deficit at end of period $(85) $(85) ===== =====
EX-99 5 0005.txt EXHIBIT C Exhibit C
NEES Energy, Inc. Statement of Cash Flows (Thousands of Dollars) For the Periods Ended December 31, 2000 (Unaudited, Subject to Adjustment) Nine QuarterMonths ------------- Operating activities: Net income (loss) $ 297 $ (59) Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Depreciation and amortization (320) 0 (Increase) decrease in accounts receivable and unbilled revenue 0 2 (Increase) decrease in asset held for sale-AllEnergy 107,969 161,717 (Increase) decrease in other current assets (322) (184) Increase (decrease) in accounts payable 9 (33) Other, net (12,800) (27,002) -------- -------- Net cash provided by (used in) operating activities $ 94,833 $ 134,441 -------- -------- Financing activities: Change in subordinated notes payable to parent $(94,016) $(133,541) -------- -------- Net cash provided by (used in) financing activities $(94,016) $(133,541) -------- -------- Net increase (decrease) in cash and cash equivalents $ 817 $ 900 Cash and cash equivalents at beginning of period 112 29 -------- ------- Cash and cash equivalents at end of period $ 929 $ 929 ======== =======
EX-99 6 0006.txt EXHIBIT B1 Exhibit B1 NEES ENERGY, INC. Consolidated Statement of Income and Accumulated Deficit (Thousands of Dollars) For the Twelve Months Ended December 31, 2000 (Unaudited, Subject to Adjustment) [S] [C] INCOME Revenue (1) $188,588 -------- Total income 188,588 -------- EXPENSES Operating expenses Cost of sales 171,403 Depreciation 2,650 Selling, general and administrative expenses 15,258 Income tax (16) -------- Total operating expenses 189,295 -------- Operating income (loss) (707) Other income (expense), net 483 -------- Net income (loss) (224) Accumulated deficit at beginning of period (30,423) Purchase accounting adjustment (30,562) -------- Accumulated deficit at end of period $ (85) ======== (1) Represents revenue of former subsidiary (AllEnergy Marketing Co., L.L.C.) EX-99 7 0007.txt EXHIBIT C1 Exhibit C1 NEES ENERGY, INC. Statement of Cash Flows (Thousands of Dollars) For the Twelve Months Ended December 31, 2000 (Unaudited, Subject to Adjustment) [S] [C] Operating activities: Net income (loss) $ (224) Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Depreciation and amortization 2,650 (Increase) decrease in accounts receivable and unbilled revenue (18,117) (Increase) decrease in inventory 6,367 (Increase) decrease in asset held for sale-AllEnergy 161,717 (Increase) decrease in prepaid and other current assets 3,282 Increase (decrease) in accounts payable (366) Increase (decrease) in other current liabilities (13,995) Other, net (22,886) --------- Net cash provided by (used in) operating activities 118,428 --------- Investing activities: Fixed asset expenditures (987) --------- Net cash used in investing activities (987) --------- Financing Activities: Change in subordinated notes payable to parent (124,411) Increase (decrease) in long-term debt (79) --------- Net cash provided by financing activities (124,490) --------- Net increase (decrease) in cash and cash equivalents (7,049) Cash and cash equivalents at beginning of period 13,477 Cash included with asset held for sale (5,499) --------- Cash and cash equivalents at end of period $ 929 ========= -----END PRIVACY-ENHANCED MESSAGE-----