-----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, LJt5LkY87+QCZGKW4LlkOwfI6Rae0MMfk4+UjkidYWlZYFRgqxctAQ7XgctJ8KjE Hioy0cZnICwuwqZD+rozJw== 0000071297-97-000013.txt : 19970303 0000071297-97-000013.hdr.sgml : 19970303 ACCESSION NUMBER: 0000071297-97-000013 CONFORMED SUBMISSION TYPE: 35-CERT PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 19970228 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: 070-08803 FILM NUMBER: 97547337 BUSINESS ADDRESS: STREET 1: 25 RESEARCH DR CITY: WESTBOROUGH STATE: MA ZIP: 01581 BUSINESS PHONE: 5083669011 35-CERT 1 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 fourth quarter of 1996: 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). 2. As of December 31, 1996 NEES had purchased 1,000 shares of NEES Energy common stock and made subordinated loans totaling $4,505,000 to NEES Energy. 3. As of December 31, 1996 NEES Energy had no permanent personnel and during the fourth quarter of 1996 there were no individuals assigned on a substantially full-time basis. 4. During the fourth quarter of 1996 NEES Energy had no kilowatt hours sold or marketed. 5. In December 1996, following SEC approval of a joint venture with a subsidiary of Eastern Enterprises (HCAR No. 35-26633), NEES Energy invested in AllEnergy Marketing Company, L.L.C.(AllEnergy), a limited liability corporation. AllEnergy is engaged in the business of marketing and selling energy commodities and energy related services. NEES Energy will invest, from time to time amounts not to exceed fifty million dollars in AllEnergy. The investment during the fourth quarter of 1996 was $1,716,268. 6. Attached in Exhibits A through C are a balance sheet as of December 31, 1996, income statements and statements of cash flow for the quarter and twelve months ended December 31, 1996. 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. By: s/John G. Cochrane ___________________________ John G. Cochrane Treasurer Date: February 28, 1997 EX-99 2 EXHIBIT INDEX Exhibit No. Description Page - ----------- ----------- ---- A Balance Sheet at December 31, 1996 Filed (Unaudited, subject to adjustment) herewith B1 Statement of Income and Accumulated Deficit Filed For the Quarter ended December 31, 1996 herewith (Unaudited, Subject to Adjustment) C1 Statement of Cash Flows Filed For the Quarter Ended December 31, 1996 herewith (Unaudited, Subject to Adjustment) B2 Statement of Income and Accumulated Deficit Filed For the Twelve Months ended December 31, 1996 herewith (Unaudited, Subject to Adjustment) C2 Statement of Cash Flows Filed For the Twelve Months December 31, 1996 herewith (Unaudited, Subject to Adjustment) EX-99 3 EXHIBIT A Exhibit A NEES Energy, Inc. Balance Sheet As of December 31, 1996 (Unaudited, Subject to Adjustment) ASSETS - ------ Equity investment in AllEnergy Marketing Co., L.L.C. $1,716,268 Current assets: Cash 291,519 Accounts receivable from associated companies 2,033 Tax benefit receivable 1,017,000 ---------- Total current assets 1,310,552 ---------- Accumulated deferred income taxes 300 ---------- Total assets $3,027,120 ========== LIABILITIES AND PARENT COMPANY'S INVESTMENT - ------------------------------------------- Current liabilities: Accounts payable $ 18,731 Accounts payable to associated companies 11,360 Parent Company's Investment: Common stock, par value $1 per share 1,000 Subordinated notes payable to parent 4,505,000 Accumulated deficit (1,508,971) ----------- 2,997,029 ----------- Total liabilities and parent company's investment $3,027,120 =========== EX-99 4 EXHIBIT B1 Exhibit B1 NEES ENERGY, INC. Statement of Income and Accumulated Deficit For the Quarter ended December 31, 1996 (Unaudited, Subject to Adjustment) INCOME Equity in income/(loss) of AllEnergy Marketing Co., L.L.C. $(1,533,772) =========== EXPENSES Other operating expenses 251,541 Income tax (757,965) ----------- Total Operating Expenses (506,424) ----------- Net income/(loss) (1,027,348) Retained earnings at beginning of period (481,623) ----------- Accumulated deficit at end of period $(1,508,971) =========== EX-99 5 EXHIBIT C1 Exhibit C1 NEES Energy, Inc. Statement of Cash Flows For the Quarter Ended December 31, 1996 (Unaudited, Subject to Adjustment) Operating activities: Net income/(loss) ($1,027,348) Adjustments to reconcile net income/(loss) to net cash provided by operating activities: Increase in tax benefit receivable (757,665) Increase in undistributed income/(loss) in subsidiary 1,533,732 Increase in deferred income taxes (300) Decrease in accounts receivable 439 Decrease in accounts payable (377,416) ----------- Net cash used in operating activities (628,558) ----------- Investing activities: Investment in AllEnergy Marketing Co.,L.L.C. (3,250,000) ----------- Net cash used in investing activities (3,250,000) ----------- Financing Activities: Subordinated notes payable to parent-issues 4,125,000 ----------- Net cash provided by financing activities 4,125,000 ----------- Net increase in cash and cash equivalents 246,442 Cash and cash equivalents at beginning of period 45,077 ----------- Cash and cash equivalents at end of period $291,519 =========== EX-99 6 EXHIBIT B2 Exhibit B2 NEES ENERGY, INC. Statement of Income and Accumulated Deficit For the Twelve Months ended December 31, 1996 (Unaudited, Subject to Adjustment) INCOME Equity in income/(loss) of AllEnergy Marketing Co., L.L.C. (1,533,772) =========== EXPENSES Other operating expenses 992,499 Federal income tax (1,017,300) ----------- (24,801) ----------- Net income/(loss) (1,508,971) Retained earnings at beginning of period 0 ----------- Accumulated deficit at end of period ($1,508,971) =========== EX-99 7 EXHIBIT C2 Exhibit C2 NEES Energy, INC. Statement of Cash Flows For the Twelve Months December 31, 1996 (Unaudited, Subject to Adjustment) Operating Activities: Net Income/(Loss) ($1,508,971) Adjustments to reconcile net income/(loss) to net cash provided by operating activities: Increase in undistributed income/(loss) in subsidiary 1,533,732 Increase in deferred income taxes (300) Increase in tax benefit receivable (1,017,000) Increase in accounts receivable (2,033) Increase in accounts payable 30,091 ----------- Net cash used in operating activities (964,481) ----------- Investing activities: Investment in AllEnergy Marketing Co.,L.L.C. (3,250,000) ----------- Net cash used in investing activities (3,250,000) ----------- Financing Activities: Issue of common stock 1,000 Subordinated notes payable to parent-issues 4,505,000 ----------- Net cash provided by financing activities 4,506,000 Net increase in cash and cash equivalents 291,519 Cash and cash equivalents at beginning of period 0 ----------- Cash and cash equivalents at end of period $291,519 =========== -----END PRIVACY-ENHANCED MESSAGE-----