-----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, UGu19Bp+sc6MWKOYQGJxIdM/53KJeM8GEKNjSGgcg1EHr0NBeRGow0T5TYOJQ1/l dZCSuq2mMs2yTS2JS+DHNA== 0000071297-97-000081.txt : 19971216 0000071297-97-000081.hdr.sgml : 19971216 ACCESSION NUMBER: 0000071297-97-000081 CONFORMED SUBMISSION TYPE: 35-CERT PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19971215 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: SEC FILE NUMBER: 070-08555 FILM NUMBER: 97738554 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 NEES GLOBAL TRANSMISSION, INC. (NGT) In accordance with the orders of the Securities and Exchange Commission dated September 4, 1992 and May 15, 1995, the following is a corrected report for the third quarter of 1997: 1. NGT is a Massachusetts corporation which was formed in January 1992. NGT was not capitalized until October 13, 1992 when one thousand shares of NGT common stock were issued to New England Electric System (NEES). NGT is a party to 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. No revenue was recognized in the third quarter. NGT is a party to two agreements to provide construction related services at job sites in Massachusetts and Minnesota. A total of $271,000 was recognized under these contracts in the third quarter of 1997. 2. As of September 30, 1997, NEES had purchased 1,000 shares of NGT common stock and made subordinated loans totaling $12,749,000 to NGT. 3. As of September 30, 1997, NGT employed no permanent personnel. However, during the three month period ending September 30, 1997, 70 employees of associated companies of NEES billed portions of their time to NGT. 4. As of September 30, 1997, NGT had not purchased or received from associated companies of NEES any intellectual property. 5. During the three month period ending September 30, 1997, NGT received legal, financial, and other administrative services from New England Power Service Company, amounting to $670,000. 6. In July, 1996 NEERI International, a wholly-owned subsidiary of NGT, was formed under the laws of the Cayman Islands. NGT 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 September 30, 1997, NEERI International had no revenues, but had $803,000 in expenses related to FUCO project development. 7. Attached in Exhibits A through C are the consolidated financial statements of NGT. These statements include a balance sheet, income statement, and statement of cash flows. All significant intercompany transactions have been eliminated. In May, 1995 NGT invested $1,000,000 in Separation Technologies, Inc. (STI). This investment is in the form of 153,846 shares of 6% cumulative convertible preferred stock. NGT also provides maintenance services for STI equipment on an as needed basis, for which no revenues were recognized in the second quarter of 1997. In July, 1996 NGT invested $475,000 in Monitoring Technologies, Inc. This investment is in the form of 271,429 shares of Series E convertible preferred stock. In July, 1997 NGT invested $1,000,000 in Underwater Unlimited Diving Services, Inc. in the form of 200,000 shares of Convertible Nonvoting Preferred Stock. In the third quarter of 1997, NGT invested $100,000 to initially capitalize HydroServ Group, LLC. In August, 1997 NGT invested $1,400,000 in Nexus Energy Software, Inc. in the form of 1,000,000 shares of Series A Preferred Stock. SIGNATURE Pursuant to the requirements of the Public Utility Holding Company Act of 1935, the undersigned company has duly caused this corrected 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. NEES GLOBAL TRANSMISSION, INC. s/John G. Cochrane By: _________________________________ John G. Cochrane Treasurer Date: December 15, 1997 EX-99 2 EXHIBIT INDEX Exhibit No. Description Page - ----------- ----------- ---- A Corrected Balance Sheet at Filed September 30, 1997 herewith (Unaudited, subject to adjustment) B Corrected Statement of Income and Filed Accumulated Deficit for the twelve herewith months ended September 30, 1997 (Unaudited, subject to adjustment) C Corrected Statement of Cash Flows Filed for the twelve months ended herewith September 30, 1997 (Unaudited, subject to adjustment) EX-99 3 EXHIBIT A Exhibit A NEES GLOBAL TRANSMISSION, INC. Balance Sheet September 30, 1997 (Unaudited, Subject to Adjustment) (thousands of dollars) ASSETS - ------ Current assets: Cash $ 126 Accounts receivable 451 ------- Total current assets 577 ------- Investment at cost: Separation Technologies, Inc. 1,000 Monitoring Technologies, Inc. 475 Underwater Divers Unlimited, Inc. 1,000 Nexus, Inc. 1,400 Investment in HydroServ Group, LLC, at equity 52 ------- Total other assets 3,927 ------- Total assets $ 4,504 ======= LIABILITIES AND PARENT COMPANY'S INVESTMENT - ------------------------------------------- Current liabilities: Accounts payable to associated companies $ 155 Accounts payable 103 Accrued taxes 372 ------- Total liabilities 630 Parent company's investment: Common stock, par value $1 per share 1 Subordinated notes payable to parent 12,749 Accumulated deficit (8,876) ------- Total parent company's investment 3,874 ------- Total liabilities and parent company's investment $ 4,504 ======= EX-99 4 EXHIBIT B Exhibit B NEES GLOBAL TRANSMISSION, INC. Statement of Income and Accumulated Deficit For the Twelve Months Ended September 30, 1997 (Unaudited, Subject to Adjustment) (thousands of dollars) INCOME - ------ Services rendered to nonassociated companies $ 1,507 Equity in earnings - HydroServ Group, LLC (48) ------- Total income $ 1,459 ------- EXPENSE - ------- Administrative and general expenses $ 7,988 Income taxes (1,966) ------- Total Expenses 6,022 Net Loss $(4,563) ======= Accumulated deficit at beginning of period (4,313) Accumulated deficit at end of period $(8,876) ======= EX-99 5 EXHIBIT C Exhibit C NEES GLOBAL TRANSMISSION, INC. Statement of Cash Flows For the Twelve Months Ended September 30, 1997 (Unaudited, Subject to Adjustment) (thousands of dollars) Operating Activities: Net loss $(4,563) Adjustments to reconcile net loss to net cash provided by operating activities: Deferred income taxes (82) (Increase)/decrease in prepaid taxes 454 (Increase)/decrease in accounts receivable (111) Increase/(decrease) in accounts payable 158 Increase/(decrease) in accrued taxes 234 (Increase)/decrease in deferred charges and other assets 48 ------- Net cash used in operating activities $(3,862) ======= Investing Activities: Investment in Underwater Divers Unlimited, Inc. $(1,000) Investment in Nexus, Inc. (1,400) Investment in HydroServ Group, LLC (100) ------- Net cash used in investing activities $(2,500) ======= Financing Activities: Subordinated notes payable to parent-issues $ 6,000 ------- Net cash provided by financing activities $ 6,000 ======= Net increase/(decrease) in cash and cash equivalents $ (362) Cash and cash equivalents at beginning of period 488 ------- Cash and cash equivalents at end of period $ 126 ======= -----END PRIVACY-ENHANCED MESSAGE-----