-----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, VwSIjU5zLm3T8PNM1KolfjNwHe3dFUgpRQkK4n4lwY3OEbAl4YPFsK0CN8+hpmtT UonGAyymekWjV0gm3Ow40A== 0000071297-98-000035.txt : 19980602 0000071297-98-000035.hdr.sgml : 19980602 ACCESSION NUMBER: 0000071297-98-000035 CONFORMED SUBMISSION TYPE: 35-CERT PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19980601 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: 070-07950 FILM NUMBER: 98640375 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, INC. (NG) (Formerly 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 report for the first quarter of 1998: 1. Effective May 1, 1998, NGT changed its name to NEES Global, Inc. (NG). NG is a Massachusetts corporation which was formed in January 1992. NG was not capitalized until October 13, 1992 when one thousand shares of NG common stock were issued to New England Electric System (NEES). NG 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 first quarter. NG is a party to an agreement to provide construction related services at a job site in Minnesota. Revenue in the amount of $49,000 was recognized in the first quarter of 1998. NG entered intoagreements with companies located in Iowa, Michigan, Missouri, Illinois, Canada, and the District of Columbia to provide consulting services. A total of $86,000 in revenue was recognized in the first quarter of 1998. In the first quarter of 1998, NG invested $105,000 to maintain a one percent interest in AllEnergy Marketing Co., LLC., an affiliated "energy-related company" within the meaning of Rule 58 of the Act. 2. As of March 31, 1998, NEES had purchased 1,000 shares of NG common stock and had made subordinated loans totaling $13,999,000 to NG. 3. As of March 31, 1998, NG employed no permanent personnel. However, during the three-month period ending March 31, 1998, 86 employees of associated companies of NEES billed portions of their time to NG. 4. As of March 31, 1998, NG had not purchased or received from associated companies of NEES any intellectual property. 5. During the three-month period ending March 31, 1998, NG received legal, financial, and other administrative services from New England Power Service Company, amounting to $700,000. 6. Attached in Exhibits A through C are the consolidated financial statements of NG. These statements include a balance sheet, income statement, and statement of cash flows. All significant intercompany transactions have been eliminated. In May 1995, NG 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. NG also provides maintenance services for STI equipment on an as needed basis, for which no revenues were recognized in the first quarter of 1998. In July 1996, NG 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, NG invested $1,000,000 in Underwater Unlimited Diving Services, Inc. in the form of 200,000 shares of Convertible Nonvoting Preferred Stock. In the first quarter of 1998, NG invested $60,000 in HydroServ Group, LLC. The total initial capital contribution to date is $190,000. In August 1997, NG 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 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, INC. s/John G. Cochrane By: _________________________________ John G. Cochrane Treasurer Date: June 1, 1998 EX-99 2 EXHIBIT INDEX Exhibit No. Description Page - ----------- ----------- ---- A Balance Sheet at March 31, 1998 Filed (Unaudited, subject to adjustment) herewith B Statement of Income and Filed Accumulated Deficit for the twelve herewith months ended March 31, 1998 (Unaudited, subject to adjustment) C Statement of Cash Flows Filed for the twelve months ended herewith March 31, 1998 (Unaudited, subject to adjustment) EX-99 3 EXHIBIT A Exhibit A NEES GLOBAL, INC. Balance Sheet March 31, 1998 (Unaudited, Subject to Adjustment) (thousands of dollars) ASSETS - ------ Current assets: Cash $ 95 Accounts receivable 394 Accounts receivable from affiliates 37 Prepayments 91 ------- Total current assets 617 ------- Investments @ cost: Separation Technologies, Inc. 1,000 Monitoring Technologies, Inc. 475 Underwater Divers Unlimited, Inc. 1,000 Nexus, Inc. 1,400 AllEnergy Marketing Co., LLC 268 Investments @ equity: HydroServ Group, LLC 32 Deferred charges and other assets 0 ------- Total other assets 4,175 ------- Total assets $ 4,792 ======= LIABILITIES AND PARENT COMPANY'S INVESTMENT - ------------------------------------------- Current liabilities: Accounts payable $ 38 Accounts payable to affiliates 223 ------- Total liabilities 261 Parent company's investment: Common stock, par value $1 per share 1 Subordinated notes payable to parent 13,999 Accumulated deficit (9,469) ------- Total parent company's investment 4,531 ------- Total liabilities and parent company's investment $ 4,792 ======= EX-99 4 EXHIBIT B Exhibit B NEES GLOBAL, INC. Statement of Income and Accumulated Deficit For the Twelve Months Ended March 31, 1998 (Unaudited, Subject to Adjustment) (thousands of dollars) INCOME - ------ Services rendered to non-affiliated companies $ 497 Equity in Earnings - HydroServ Group, LLC (158) ------- Total Income $ 339 ------- EXPENSE - ------- Administrative and General Expenses $ 4,584 Income taxes (1,210) ------- Total Expenses 3,374 Net Loss (3,035) ======= Accumulated deficit at beginning of period (6,434) Accumulated deficit at end of period $(9,469) ======= EX-99 5 EXHIBIT C Exhibit C NEES GLOBAL, INC. Statement of Cash Flows For the Twelve Months Ended March 31, 1998 (Unaudited, Subject to Adjustment) (thousands of dollars) Operating Activities: Net loss $(3,035) Adjustments to reconcile net loss to net cash provided by operating activities: Deferred income taxes (17) (Increase)/decrease in accounts receivable 372 (Increase)/decrease in prepayments 702 Increase/(decrease) in accounts payable (120) Other, net 158 ------- Net cash used in operating activities $(1,940) ======= Investing Activities: Investment in Underwater Divers Unlimited, Inc. $(1,000) Investment in Nexus, Inc. (1,400) Investment in HydroServ Group, LLC (190) Investment in AllEnergy Marketing Co., LLC (268) ------- Net cash used in investing activities $(2,858) ======= Financing Activities: Subordinated notes payable to parent-issues $ 4,850 ------- Net cash provided by financing activities $ 4,850 ======= Net increase/(decrease) in cash and cash equivalents $ 52 Cash and cash equivalents at beginning of period 43 ------- Cash and cash equivalents at end of period $ 95 ======= -----END PRIVACY-ENHANCED MESSAGE-----