-----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, OR/F9+X90eWckdNu/3uB5VzG0RwNx04PdKgBIgbgmKIPMVgDRoQfNEwJz/29gCb1 Qb4sluMxb5W3c2kNl1LBBA== 0000071297-97-000038.txt : 19970530 0000071297-97-000038.hdr.sgml : 19970530 ACCESSION NUMBER: 0000071297-97-000038 CONFORMED SUBMISSION TYPE: 35-CERT PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19970529 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: 97615631 BUSINESS ADDRESS: STREET 1: 25 RESEARCH DR CITY: WESTBOROUGH STATE: MA ZIP: 01581 BUSINESS PHONE: 5083669011 35-CERT 1 File Nos. 70-7950/70-8555 CERTIFICATE OF NOTIFICATION (Rule 24) SECURITIES AND EXCHANGE COMMISSION BY NEW ENGLAND ELECTRIC RESOURCES, INC. (NEERI) In accordance with the orders of the Securities and Exchange Commission dated September 4, 1992 and May 15, 1995, the following is a report for the first quarter of 1997: 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 agreement provides for billing over a three year period at $25,070 per month. As of March 31, 1997, $50,140 had not yet been billed in accordance with a letter agreement and is included in Accounts Receivable. NEERI entered into an agreement with a company located in Pennsylvania to provide ongoing work as a subcontractor for electric meter retrofit services. The work took place in Massachusetts. $34,811 was recognized in the first quarter. NEERI is a party to four agreements to provide construction related services at job sites in Massachusetts, West Virginia, Washington and New Hampshire. A total of $129,955 was recognized under these contracts in the first quarter of 1997. 2. As of March 31, 1997, NEES had purchased 1,000 shares of NEERI common stock and made subordinated loans totaling $9,148,999 to NEERI. 3. As of March 31, 1997, NEERI employed no permanent personnel. 4. As of March 31, 1997, NEERI had not purchased or received from associated companies of NEES any intellectual property. 5. In July, 1996 NEERI International, a wholly-owned subsidiary of NEERI, was formed under the laws of the Cayman Islands. NEERI owns two shares of NEERI International, which will serve as a Project Parent for prospective EWG/FUCO investments under File No. 70-8783. NEERI International has no employees. In the quarter ending March 31, 1997, NEERI International had no revenues, but had $207,798 in expenses related to FUCO project development. 6. Attached in Exhibits A through C are the consolidated financial statements of NEERI and NEERI International. These statements include a balance sheet, twelve months ending income statement, and statement of cash flow. All significant intercompany transactions have been eliminated. 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 also provides maintenance services for STI equipment on an as needed basis, for which $47,948 was recognized in the first quarter of 1997. In July, 1996 NEERI invested $475,001 in Monitoring Technologies, Inc. This investment is in the form of 271,429 shares of Series E convertible preferred stock. NEERI has expended $41,484 during the first quarter in research and development activities relating to an environmental technology. NEERI expended approximately $996,015 during the first quarter in connection with preliminary research and development activities relating to potential investments in exempt wholesale generators and foreign utility companies. $1,595 was spent for potential generation investments and $994,420 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 Nos. 70-7950 and 70-8555) 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: May 29, 1997 EX-99 2 EXHIBIT INDEX Exhibit No. Description Page - ----------- ----------- ---- A Balance Sheet at March 31, 1997 Filed (Unaudited, subject to adjustment) herewith B Statement of Income and Accumulated Filed Deficit for twelve months ended herewith March 31, 1997 (Unaudited, subject to adjustment) C Statement of Cash Flows for twelve Filed months ended March 31, 1997 herewith (Unaudited, subject to adjustment) EX-99 3 EXHIBIT A Exhibit A NEW ENGLAND ELECTRIC RESOURCES, INC. Balance Sheet March 31, 1997 (Unaudited, Subject to Adjustment) (thousands of dollars) ASSETS - ------ Current assets: Cash $ 43 Accounts receivable 717 Accounts receivable from associated companies 86 Prepayments 793 ----------- Total current assets 1,639 ----------- Investment in Separation Technologies, Inc., at cost 1,000 Investment in Monitoring Technologies, Inc., at cost 475 ----------- Total other assets 1,475 ----------- Total assets $ 3,114 =========== LIABILITIES AND PARENT COMPANY'S INVESTMENT - ------------------------------------------- Current liabilities: Accounts payable to associated companies $ 62 Accounts payable 318 Tax collections payable 1 ----------- Total current liabilities 381 Accumulated deferred income taxes 17 ----------- Total liabilities 398 Parent company's investment: Common stock, par value $1 per share 1 Subordinated notes payable to parent 9,149 Accumulated deficit (6,434) ----------- Total parent company's investment 2,716 ----------- Total liabilities and parent company's investment $ 3,114 =========== EX-99 4 EXHIBIT B Exhibit B NEW ENGLAND ELECTRIC RESOURCES, INC. Statement of Income and Accumulated Deficit For the Twelve Months Ended March 31, 1997 (Unaudited, Subject to Adjustment) (thousands of dollars) INCOME - ------ Services rendered to nonassociated companies $ 1,568 ----------- Total Income $ 1,568 ----------- EXPENSE - ------- Administrative and General Expenses $ 8,232 Income taxes (2,552) Total Expenses 5,679 Net Income/(Loss) $(4,112) =========== Accumulated deficit at beginning of period (2,322) Accumulated deficit at end of period $(6,434) =========== EX-99 5 EXHIBIT C Exhibit C NEW ENGLAND ELECTRIC RESOURCES, INC. Statement of Cash Flows For the Twelve Months Ended March 31, 1997 (Unaudited, Subject to Adjustment) (thousands of dollars) Operating Activities: Net loss $(4,111) Adjustments to reconcile net loss to net cash provided by operating activities: Deferred income taxes (127) (Increase)/decrease in tax benefit receivable 12 (Increase)/decrease in accounts receivable 471 Increase/(decrease) in accounts payable 195 Increase/(decrease) in tax collection payable 1 (Increase)/decrease in deferred charges and other assets 50 ----------- Net cash used in operating activities $(4,451) =========== Investing Activities: Investment in Monitoring Technologies, Inc. $ (475) ---------- Net cash used in investing activities $ (475) =========== Financing Activities: Subordinated notes payable to parent-issues $4,950 ----------- Net cash provided by financing activities $4,950 =========== Net increase/(decrease) in cash and cash equivalents $ 24 Cash and cash equivalents at beginning of period 19 ----------- Cash and cash equivalents at end of period $ 43 =========== -----END PRIVACY-ENHANCED MESSAGE-----