-----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, Ifv4a2V7gibcfBYSE4HBn5uh94ULVc4oyAaUcPoj3pNGaag9RlJxi7zAm1lAmFwa rB+kYnlWHrekD/9ZLsPiEA== 0000071297-96-000057.txt : 19960816 0000071297-96-000057.hdr.sgml : 19960816 ACCESSION NUMBER: 0000071297-96-000057 CONFORMED SUBMISSION TYPE: 35-CERT PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19960814 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: 96614722 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 1996: 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, 1996, $275,770 had not yet been billed in accordance with the agreement and is included in Accounts Receivable. NEERI entered into two agreements to provide technical and marketing consulting services at locations requested by the contracting parties. One agreement, which remains in effect through December 31, 1996 and provides for monthly billing, is with Technology Assessment Group, Inc. The other agreement, which provides for monthly billing and expires on November 9, 1996, is with a Delaware company. No compensation was recognized under either contract during the second quarter. NEERI entered into a consulting services agreement with a non-affiliated transmission company in the Pacific Rim to provide on-site installation services and training for upgraded data acquisition systems. The consulting took place in the Pacific Rim and at New England Electric facilities. The agreement, which expired in February, 1996, provided for monthly billing. $20,496.99 was recognized during the second quarter. NEERI entered into four consulting services agreements to provide construction services at job sites in Massachusetts, Rhode Island, and Pennsylvania. Two of the contracting parties are entities located in Massachusetts and the other two are located in Washington and California. Standard payment terms are included under these contracts. Three of the agreements expire in 1996 and the fourth one in 1998 upon completion of the specified work. $160,859.07 was recognized during the second quarter. NEERI provided technical services to three entities located in Massachusetts. Such services were provided in Massachusetts and at New England Electric facilities. Payment for the services was received upon completion of the work. The work was completed for all three parties in the second quarter and $2,500.00 was recognized. NEERI entered into an agreement with a company located in Minnesota to work as a subcontractor for electric meter retrofit services. The work shall take place in Massachusetts. The agreement provides for monthly billing and will expire upon completion of the specified work. No compensation was recognized during the second quarter. 2. As of June 30, 1996, NEES had purchased 1,000 shares of NEERI common stock and made subordinated loans totaling $5,173,999 to NEERI. 3. As of June 30, 1996, NEERI employed no permanent personnel. 4. As of June 30, 1996, 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. In May, 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 $51,829 during the second quarter in research and development activities relating to an environmental technology. NEERI has expended approximately $1,042,194 during the second quarter in connection with preliminary research and development activities relating to potential investments in exempt wholesale generators and foreign utility companies. $583,174 was spent for potential generation investments and $459,020 for potential transmission investments. 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 14, 1996 EX-99 2 EXHIBIT INDEX Exhibit No. Description Page - ----------- ----------- ---- A Balance Sheet at June 30, 1996 Filed (Unaudited, subject to adjustment) herewith B Statement of Income and Retained Filed Deficit for twelve months ended herewith June 30, 1996 (Unaudited, subject to adjustment) C Statement of Cash Flows for twelve Filed months ended June 30, 1996 herewith (Unaudited, subject to adjustment) EX-99 3 EXHIBIT A Exhibit A NEW ENGLAND ELECTRIC RESOURCES, INC. Balance Sheet June 30, 1996 (Unaudited, Subject to Adjustment) ASSETS - ------ Current assets: Cash $ 93,710 Accounts receivable 486,597 Accounts receivable from associated companies 4,099 Tax benefit receivable 632,187 ----------- Total current assets $ 1,216,593 ----------- Investment in Separation Technologies, Inc., at cost 999,999 ----------- Total other assets $ 999,999 ----------- Total assets $ 2,216,592 =========== LIABILITIES AND PARENT COMPANY'S INVESTMENT - ------------------------------------------- Current liabilities: Accounts payable to associated companies $ 168,011 Accounts payable 11,727 ----------- Total current liabilities $ 179,738 Accumulated deferred income taxes 113,100 ----------- Total liabilities $ 292,838 Parent company's investment: Common stock, par value $1 per share 1,000 Subordinated notes payable to parent 5,173,999 Paid-in capital 0 Accumulated deficit (3,251,245) ----------- Total parent company's investment $ 1,923,754 ----------- Total liabilities and parent company's investment $ 2,216,592 =========== EX-99 4 EXHIBIT B Exhibit B NEW ENGLAND ELECTRIC RESOURCES, INC. Statement of Income and Accumulated Deficit For the Twelve Months Ended June 30, 1996 (Unaudited, Subject to Adjustment) INCOME - ------ Services rendered to nonassociated companies $ 248,996 Miscellaneous income or loss 0 ----------- TOTAL INCOME $ 248,996 ----------- EXPENSE - ------- Office Supplies and Expenses $ 115,893 Outside services employed 3,546,685 Income taxes (1,416,456) Deferred income taxes 113,100 ----------- TOTAL EXPENSE $ 2,359,222 ----------- NET INCOME/(LOSS) $(2,110,226) =========== Accumulated deficit at beginning of period $ (1,141,019) ----------- Accumulated deficit at end of period $(3,251,245) =========== EX-99 5 EXHIBIT C Exhibit C NEW ENGLAND ELECTRIC RESOURCES, INC. Statement of Cash Flows For the Twelve Months Ended June 30, 1996 (Unaudited, Subject to Adjustment) Operating Activities: Net loss $(2,110,226) Adjustments to reconcile net loss to net cash provided by operating activities: Deferred income taxes 113,100 (Increase)/decrease in tax benefit receivable (128,813) (Increase)/decrease in accounts receivable (132,613) Increase/(decrease) in accounts payable 141,126 Increase/(decrease) in accrued taxes (17,853) (Increase)/decrease in deferred charges and other assets 300,840 ----------- Net cash provided by operating activities $ (1,834,439) ----------- Investing Activities: Investment in Separation Technologies, Inc., at cost $ 0 Financing Activities: Subordinated notes payable to parent-issues $ 1,875,000 Proceeds from common stock issued 0 ----------- Net cash used in financing activities $ 1,875,000 ----------- Net increase/(decrease) in cash and cash equivalents 40,561 Cash and cash equivalents at beginning of period 53,149 ----------- Cash and cash equivalents at end of period $ 93,710 =========== -----END PRIVACY-ENHANCED MESSAGE-----