-----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, PthpDPtCZNn4tvTkofC9juMGeHX9u8qlFJOW8ZNSyGKpdgdofpRlVrAAYppeW811 riidrYRI/zAWXVxqOy6sXQ== 0000071297-95-000077.txt : 19951119 0000071297-95-000077.hdr.sgml : 19951119 ACCESSION NUMBER: 0000071297-95-000077 CONFORMED SUBMISSION TYPE: 35-CERT PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19951113 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: 95590323 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 third 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 September 30, 1995, $501,400 had not yet been billed in accordance with the agreement ($275,770 included in Accounts Receivable and $225,630 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. $1,125.00 was recognized during the third 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. $4,048.14 was recognized during the third quarter. NEERI entered into a consulting services agreement with REBIS, Inc. to provide consulting 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. No compensation was recognized during the third 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. $7,000.00 was recognized during the third quarter. NEERI entered into a consulting services agreement with an entity in the eastern part of the U.S. to gather information on a multi-terminal transmission interconnection in the northeastern part of the U.S. The consulting took place at New England Electric facilities. The agreement, which shall be in effect until December 31, 1995, provides for monthly billing. No compensation was recognized during the third quarter. NEERI entered into a consulting services agreement with a non-affiliated electric utility in the Pacific Rim to review a management plan and to perform a study. The consulting took place in the Pacific Rim and at New England Electric facilities. The agreement provides for monthly billing. No compensation was recognized during the third quarter. NEERI entered into a consulting arrangement pursuant to a letter agreement with a company in western Europe to assist on a feasibility study for a transmission interconnection for a non-affiliated electric utility in western Europe. The consulting is taking place in western Europe 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 third quarter. NEERI entered into a consulting services agreement with Hagler Bailly Consulting, Inc. to host an all-day meeting on design and implementation of utility Demand Side Management Programs in the U.S. This agreement expired in September, 1995. $3,000.00 was recognized during the third quarter. NEERI entered into a consulting services agreement with Technology Assessment Group, Inc. (TAG) to provide consulting services in connection with testing and analysis of hydraulic turbine/generators at locations requested by TAG. The agreement, which shall be in effect through December 31, 1996, provides for monthly billing. $4,500.24 was recognized during the third quarter. 2. As of September 30, 1995, NEES had purchased 1,000 shares of NEERI common stock and made subordinated loans totaling $2,973,999 to NEERI. 3. As of September 30, 1995, NEERI employed no permanent personnel. 4. As of September 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 expended $13,335 during the third quarter in research and development activities relating to an environmental technology. NEERI has expended approximately $230,499 during the third quarter in connection with preliminary research and development activities relating to potential investments in exempt wholesale generators and foreign utility companies. $89,186 was spent for potential generation investments and $141,313 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: November 13, 1995 EX-99 2 EXHIBIT INDEX Exhibit No. Description Page - ----------- ----------- ---- A Balance Sheet at September 30, 1995 Filed (Unaudited, subject to adjustment) herewith B Statement of Income and Retained Filed Deficit for twelve months ended herewith September 30, 1995 (Unaudited, subject to adjustment) C Statement of Cash Flows for twelve Filed months ended September 30, 1995 herewith (Unaudited, subject to adjustment) EX-99 3 EXHIBIT A Exhibit A NEW ENGLAND ELECTRIC RESOURCES, INC. Balance Sheet September 30, 1995 (Unaudited, Subject to Adjustment) ASSETS - ------ Current assets: Cash $ 170,615 Accounts receivable 299,521 Tax benefit receivable 358,452 ----------- Total current assets $ 828,588 ----------- Investment in Separation Technologies, Inc., at cost 999,999 Deferred charges and other assets 225,630 ----------- Total other assets $ 1,225,629 ----------- Total assets $ 2,054,217 =========== LIABILITIES AND PARENT COMPANY'S INVESTMENT - ------------------------------------------- Current liabilities: Accounts payable to associated companies $ 35,841 Accounts payable 14,753 ------------ Total current liabilities $ 50,594 Accumulated Deferred Income Taxes 299,400 ------------ Total liabilities $ 349,994 Parent company's investment: Common stock, par value $1 per share 1,000 Subordinated notes payable to parent 2,973,999 Paid-in capital 0 Retained deficit parent (1,270,776) ------------ Total parent company's investment $ 1,704,223 ------------ Total liabilities and parent company's investment $ 2,054,217 ============ EX-99 4 EXHIBIT B Exhibit B NEW ENGLAND ELECTRIC RESOURCES, INC. Statement of Income and Retained Deficit For the Twelve Months Ended September 30, 1995 (Unaudited, Subject to Adjustment) INCOME - ------ Services rendered to nonassociated companies $ 110,235 Miscellaneous income or loss (250,000) ----------- TOTAL INCOME $ (139,765) ----------- EXPENSE - ------- Outside services employed $ 1,559,227 Income taxes (673,659) ----------- TOTAL EXPENSE $ 885,568 ----------- NET INCOME OR (LOSS) $(1,025,333) =========== Retained earnings/(deficit) at beginning of period $ (245,443) ----------- Retained earnings/(deficit) at end of period $(1,270,776) =========== EX-99 5 EXHIBIT C Exhibit C NEW ENGLAND ELECTRIC RESOURCES, INC. Statement of Cash Flows For the Twelve Months Ended September 30, 1995 (Unaudited, Subject to Adjustment) Operating Activities: Net income/(loss) $(1,025,333) Adjustments to reconcile net loss to net cash provided by operating activities: Write-off of investment in Quality Power Systems, Inc. 250,000 Deferred income taxes 299,400 (Increase)/decrease in tax benefit receivable (335,417) (Increase)/decrease in accounts receivable 47,718 Increase/(decrease) in accounts payable (121,243) Increase/(decrease) in accrued taxes (3,157) (Increase)/decrease in deferred charges and other assets 300,840 ----------- Net cash provided by operating activities $ (587,192) ----------- Investing Activities: Investment in Separation Technologies, Inc., at cost $ (999,999) Financing Activities: Subordinated notes payable to parent-issues $ 1,724,999 Proceeds from common stock issued 0 ----------- Net cash used in financing activities $ 1,724,999 ----------- Net increase/(decrease) in cash and cash equivalents 137,808 Cash and cash equivalents at beginning of period 32,807 ----------- Cash and cash equivalents at end of period $ 170,615 =========== -----END PRIVACY-ENHANCED MESSAGE-----