0000071297-95-000055.txt : 19950811
0000071297-95-000055.hdr.sgml : 19950811
ACCESSION NUMBER: 0000071297-95-000055
CONFORMED SUBMISSION TYPE: 35-CERT
PUBLIC DOCUMENT COUNT: 5
FILED AS OF DATE: 19950810
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: 95560675
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 second quarter of 1995:
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 has been completed. 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 June 30, 1995, $576,610 had
not yet been billed in accordance with the agreement
($275,770 included in Accounts Receivable and $300,840
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 Program. The consulting
took place at NEES and NEC facilities. No
compensation was recognized during the second quarter.
NEERI undertook consulting activities for the
Hungarian Electricity Board pursuant to Agreements
with the Hungarian Electricity Board and the United
States Energy Association. The consulting activities
took place at New England Electric facilities and in
Hungary. No compensation was recognized during the
second quarter.
NEERI entered into a consulting services agreement
with REBIS, Inc. to provide consulting and programming
services in Walnut Creek, California and at New
England Electric facilities. The agreement, which
shall be in effect until the end of 1995, provides for
monthly billing. $9,250.90 was recognized during the
second quarter.
NEERI entered into a consulting engineering services
agreement with International Resources Group Ltd. to
write a technical paper on independent transmission
projects. The consulting took place at New England
Electric facilities. The agreement, which expired in
April, 1995, provided for payment upon completion of
the work. No compensation was recognized during the
second quarter.
NEERI entered into a consulting services agreement
with Washington International Energy Group to gather
information on the Quebec-New England High Voltage
Direct Current Multi-terminal Interconnection. The
consulting took place at New England Electric
facilities. The agreement, which shall be in effect
until December 31, 1995, provides for monthly billing.
$5,000 was recognized during the second quarter.
NEERI entered into a consulting services agreement
with the Electricity Corporation of New Zealand (ECNZ)
(i) to review and provide feedback on an asset
management plan, and (ii) to research and report on
what information U.S. and other international
utilities disclose or make available to the public.
The consulting took place at ECNZ offices and at New
England Electric facilities. The agreement provides
for monthly billing. $22,803.55 was recognized during
the second quarter.
NEERI entered into a consulting arrangement pursuant
to a letter agreement with Power Technologies Ltd. of
Knutsford, England to assist on a study for Northern
Ireland Electricity (NIE). The study addresses the
feasibility of NIE interconnecting with Scotland via a
500 MW HVDC submarine cable system. The consulting is
taking place in Belfast, Ireland and at New England
Electric facilities. The arrangement, which shall be
in effect until the work is completed (completion
expected in the fourth quarter of 1995), provides for
payment upon completion of the work. No compensation
was recognized during the second quarter.
2. As of June 30, 1995, NEES had purchased 1,000 shares
of NEERI common stock and made subordinated loans
totaling $3,298,999 to NEERI.
3. As of June 30, 1995, NEERI employed no permanent
personnel.
4. As of June 30, 1995, 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.
On May 23, 1995, NEERI invested $999,999 in Separation
Technologies, Inc. (STI). This investment is in the
form of 153,846 shares of 6% cumulative convertible
preferred stock.
NEERI has invested $82,000 in research and development
activities relating to an environmental technology.
NEERI has expended approximately $165,520 in
connection with preliminary research and development
activities relating to potential investments in exempt
wholesale generators and foreign utility companies.
$94,685 was spent for potential generation investments
and $70,835 for potential transmission investments.
NEERI had invested $250,000 in Quality Power Systems,
Inc. (QPS). The investment 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 no
payment had been received. Due to the uncertainty
involved in the payment of interest and repayment of
principal, NEERI had 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: August 10, 1995
EX-99
2
EXHIBIT INDEX
Exhibit No. Description Page
----------- ----------- ----
A Balance Sheet at June 30, 1995 Filed
(Unaudited, subject to adjustment) herewith
B Statement of Income and Retained Filed
Deficit for twelve months ended herewith
June 30, 1995 (Unaudited,
subject to adjustment)
C Statement of Cash Flows for twelve Filed
months ended June 30, 1995 herewith
(Unaudited, subject to adjustment)
EX-99
3
EXHIBIT A
Exhibit A
NEW ENGLAND ELECTRIC RESOURCES, INC.
Balance Sheet
June 30, 1995
(Unaudited, Subject to Adjustment)
ASSETS
------
Current assets:
Cash $ 53,149
Accounts receivable 315,091
Accounts receivable from associated companies 42,992
Tax benefit receivable 503,374
----------
Total current assets $ 914,606
----------
Investment in Separation Technologies, Inc., at cost 999,999
Deferred charges and other assets 300,840
----------
Total other assets $1,300,839
----------
Total assets $2,215,445
==========
LIABILITIES AND PARENT COMPANY'S INVESTMENT
-------------------------------------------
Current liabilities:
Accounts payable to associated companies $ 37,983
Accounts payable 629
Accrued taxes 17,853
----------
Total current liabilities $ 56,465
---------
Parent company's investment:
Common stock, par value $1 per share 1,000
Subordinated notes payable to parent 3,298,999
Paid-in capital
Retained deficit parent (1,141,019)
----------
Total parent company's investment $2,158,980
----------
Total liabilities and parent company's investment $2,215,445
==========
EX-99
4
EXHIBIT B
Exhibit B
NEW ENGLAND ELECTRIC RESOURCES, INC.
Statement of Income and Retained Deficit
For the Twelve Months Ended June 30, 1995
(Unaudited, Subject to Adjustment)
INCOME
------
Services rendered to nonassociated companies $ 1,069,599
Miscellaneous income or loss (250,000)
-----------
TOTAL INCOME $ 819,599
-----------
EXPENSE
-------
Outside services employed $ 2,019,885
Taxes other than income taxes 0
Income taxes (418,868)
-----------
TOTAL EXPENSE $ 1,601,017
-----------
NET INCOME OR (LOSS) $ (781,418)
===========
Retained earnings/(deficit) at beginning of period $ (359,601)
-----------
Retained earnings/(deficit) at end of period $(1,141,019)
===========
EX-99
5
EXHIBIT C
Exhibit C
NEW ENGLAND ELECTRIC RESOURCES, INC.
Statement of Cash Flows
For the Twelve Months Ended June 30, 1995
(Unaudited, Subject to Adjustment)
Operating Activities:
Net income/(loss) $ (781,418)
Adjustments to reconcile net loss to
net cash provided by operating
activities:
(Increase)/decrease in tax benefit receivable (355,769)
(Increase)/decrease in accounts receivable (281,797)
Increase/(decrease) in accounts payable (79,802)
Increase/(decrease) in accrued taxes 17,397
(Increase)/decrease in deferred charges and
other assets (300,840)
-----------
Net cash provided by operating activities $(1,782,229)
-----------
Investing Activities:
Investment in Separation Technologies, Inc.,
at cost $ (999,999)
Financing Activities:
Subordinated notes payable to parent-issues $ 2,798,999
Proceeds from common stock issued 0
-----------
Net cash used in financing activities $ 2,798,999
-----------
Net increase/(decrease) in cash and cash
equivalents 16,771
Cash and cash equivalents at beginning of period 36,378
-----------
Cash and cash equivalents at end of period $ 53,149
===========