-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, Lkl6ORYK60RWnHVLRUySL2tu+Pp1I17phbiwnW2IwUflWDxQOUrstDlXN5pX+38T +kxcDV0bP0gj1q/nJbsbzw== 0000071297-95-000014.txt : 19950515 0000071297-95-000014.hdr.sgml : 19950515 ACCESSION NUMBER: 0000071297-95-000014 CONFORMED SUBMISSION TYPE: 35-CERT PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19950214 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: 070-07950 FILM NUMBER: 95510976 BUSINESS ADDRESS: STREET 1: 25 RESEARCH DR CITY: WESTBOROUGH STATE: MA ZIP: 01581 BUSINESS PHONE: 5083669011 35-CERT 1 File No.: 70-7950 CERTIFICATE OF NOTIFICATION (Rule 24) SECURITIES AND EXCHANGE COMMISSION BY NEW ENGLAND ELECTRIC RESOURCES, INC. (NEERI) In accordance with the order of the Securities and Exchange Commission dated September 4, 1992, the following is a report for the fourth quarter of 1994: 1. NEERI is a Massachusetts corporation which was formed in January 1992. NEERI was not capitalized until October 13, 1992 when one thousand shares of NEERI common stock were issued to New England Electric System (NEES). To assist Nantucket Electric Company (NEC) in meeting its short- term needs for reliable energy, NEERI provided materials, delivery, installation, interconnection and start-up testing services for a fully automated two unit diesel driven electric generating plant at the existing NEC Airport Generating Station. The work took place at NEC and New England Electric facilities pursuant to a letter agreement and was completed as of September 30, 1994. The total compensation under the agreement was recognized during the third quarter of 1994. The agreement provides for billing over a three year period at $25,070 per month effective the month immediately following the notice to proceed by NEC. As of December 31, 1994, $727,030 had not yet been billed in accordance with the agreement ($275,770 included in Accounts Receivable and $451,260 included in Deferred Charges and Other Assets). In addition, NEERI has entered into a consulting services agreement with NEC to evaluate and refine their Demand Side Management (DSM) Program. The consulting is taking place at NEES and NEC facilities. Compensation recognized during the fourth quarter was $15,658. During the fourth quarter, NEERI conducted a one day training seminar pursuant to a letter agreement with Tokyo Electric Power Company. The seminar which was held at New England Electric facilities, covered IPP Solicitation and contracting processes. Compensation recognized during the fourth quarter was $5,000. NEERI inspected the INDECK transmission line located in Turners Falls, Massachusetts. The work was done pursuant to a letter agreement which provides for billing upon completion of work. Compensation recognized during the fourth quarter was $1,080. NEERI undertook consulting activities for the Hungarian Electricity Board pursuant to Agreements with the Hungarian Electricity Board and the United States Energy Association (USEA). The consulting activities took place at New England Electric facilities and in Hungary. Compensation recognized during the fourth quarter was $422. NEERI provided consulting services on independent power to the National Energy Policy Office of the Government of Thailand pursuant to a subcontracting agreement with Price Waterhouse (PW) in connection with PW's Energy Project Development Fund and the United States Agency for International Development. The consulting took place in Thailand and at New England Electric facilities. The agreement provides for billing upon completion of services. No compensation was recognized during the fourth quarter. Pursuant to a letter agreement with the World Bank, NEERI provided a review of Power Contracting in the Moroccan utility industry. The work took place at New England Electric Facilities. The letter agreement provides for billing upon completion of work. Compensation recognized during the fourth quarter was $5,500. NEERI entered into a consulting services agreement with Northrop, Devine & Tarbell, Inc. (ND&T) to provide transmission line engineering services. The consulting is taking place in Portland, Maine, Vancouver, Washington, and at New England Electric facilities. The agreement, which shall be in effect for six months, provides for monthly billing. No compensation was recognized in the fourth quarter. 2. As of December 31, 1994, NEES had purchased 1,000 shares of NEERI common stock and made subordinated loans totaling $1,474,000 to NEERI. 3. As of December 31, 1994, NEERI employed no permanent personnel. Certain employees of NEPSCO have billed time to NEERI under the terms of the Service Agreement filed with Form U-1, File No. 70-7950. 4. As of December 31, 1994, NEERI had not purchased or received from associate companies of NEES any intellectual property. 5. Attached in Exhibits A through C are a balance sheet, twelve months ending income statement, and statement of cash flow for NEERI. The balance sheet at September 30, 1994 included NEERI's $250,000 investment in Quality Power Systems, Inc. (QPS). The investment, authorized by Order of the Commission Release Number 35-26057, is in the form of a debenture due June 1, 2004, which may, at NEERI's option, be converted into common stock of QPS. The debenture provides for quarterly interest payments after June 1, 1994, with the first payment due September 1, 1994. At the time of this filing the payment had not been received. Due to the uncertainty involved in the payment of interest and repayment of principal, NEERI has written off the investment in the fourth quarter of 1994. QPS is seeking additional financing to bring its product to market. Although NEERI has authority to invest up to an additional $100,000 in QPS, NEERI has decided not to make an additional investment at this time. SIGNATURE 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. 70-7950) to be signed on its behalf by the undersigned officer thereunto duly authorized. NEW ENGLAND ELECTRIC RESOURCES, INC s/ John G. Cochrane By: _________________________________ John G. Cochrane Treasurer Date: February 14, 1995 EX-99 2 EXHIBIT INDEX Exhibit No. Description Page - ----------- ----------- ---- A Balance Sheet at December 31, 1994 Filed (Unaudited, subject to adjustment) herewith B Statement of Income and Retained Filed Deficit for twelve months ended herewith December 31, 1994 (Unaudited, subject to adjustment) C Statement of Cash Flows for twelve Filed months ended December 31, 1994 herewith (Unaudited, subject to adjustment) EX-99 3 EXHIBIT A Exhibit A NEW ENGLAND ELECTRIC RESOURCES, INC. Balance Sheet December 31, 1994 (Unaudited, Subject to Adjustment) ASSETS - ------ Current assets: Cash $ 48,647 Accounts receivable 328,685 Accounts receivable from associated companies 36,129 Tax benefit receivable 237,400 ---------- Total current assets $ 650,861 ---------- Deferred charges and other assets 451,260 ---------- Total assets $1,102,121 ========== LIABILITIES AND PARENT COMPANY'S INVESTMENT - ------------------------------------------- Current liabilities: Accounts payable to associated companies $ 234,980 Accounts payable 15,597 Accrued taxes 17,895 ---------- Total current liabilities $ 268,472 --------- Parent company's investment: Common stock, par value $1 per share 1,000 Subordinated notes payable to parent 1,474,000 Paid-in capital Retained deficit (641,351) ---------- Total parent company's investment $ 833,649 ---------- Total current liabilities and parent company's investment $1,102,121 ========== EX-99 4 EXHIBIT B Exhibit B NEW ENGLAND ELECTRIC RESOURCES, INC. Statement of Income and Retained Deficit For the Twelve Months Ended December 31, 1994 (Unaudited, Subject to Adjustment) INCOME - ------ Services rendered to nonassociated companies $1,113,351 Miscellaneous income or loss (250,000) ---------- TOTAL INCOME $ 863,351 ---------- EXPENSE - ------- Outside services employed $1,543,724 Taxes other than income taxes 0 Income taxes (238,900) ---------- TOTAL EXPENSE $1,304,824 ---------- NET INCOME OR (LOSS) $ (441,473) ========== Retained earnings/(deficit) at beginning of period $ (199,878) ---------- Retained earnings/(deficit) at end of period $ (641,351) ========== EX-99 5 EXHIBIT C Exhibit C NEW ENGLAND ELECTRIC RESOURCES, INC. Statement of Cash Flows For the Twelve Months Ended December 31, 1994 (Unaudited, Subject to Adjustment) Operating Activities: Net income/(loss) $ (441,473) Adjustments to reconcile net loss to net cash provided by operating activities: (Increase)/decrease in tax benefit receivable (175,800) (Increase)/decrease in accounts receivable (315,889) Increase/(decrease) in accounts payable 141,596 Increase/(decrease) in accrued taxes 17,439 (Increase)/decrease in deferred charges and other assets (451,260) ----------- Net cash provided by operating activities $(1,225,387) ----------- Financing Activities: Subordinated notes payable to parent-issues $ 1,209,000 Proceeds from common stock issued 0 ----------- Net cash used in financing activities $ 1,209,000 ----------- Net increase/(decrease) in cash and cash equivalents (16,387) Cash and cash equivalents at beginning of period 65,034 ----------- Cash and cash equivalents at end of period $ 48,647 =========== -----END PRIVACY-ENHANCED MESSAGE-----