-----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, Rezit0NbHY9LZXvJX5wfIbJviRWzGUV26fu1v5atnXPpx0dcOqBXBJCK6XzGvHUh ybM4zZgwEdZzVj1tX7RTSA== 0000071297-98-000053.txt : 19980902 0000071297-98-000053.hdr.sgml : 19980902 ACCESSION NUMBER: 0000071297-98-000053 CONFORMED SUBMISSION TYPE: 35-CERT PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19980901 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: 98702061 BUSINESS ADDRESS: STREET 1: 25 RESEARCH DR CITY: WESTBOROUGH STATE: MA ZIP: 01582 BUSINESS PHONE: 5083669011 MAIL ADDRESS: STREET 1: 25 RESEARCH DR CITY: WESTBOROUGH STATE: MA ZIP: 01582 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 second 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 second quarter of 1998. NG is a party to an agreement to provide construction related services at a job site in Minnesota. Revenue in the amount of $3,000 was recognized in the second quarter of 1998. NG entered into agreements with companies located in Virginia, Michigan, Maine, Illinois, Maryland, and Vermont to provide consulting services. A total of $183,000 in revenue was recognized in the second quarter of 1998. In the second quarter of 1998, NG invested $153,000 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 June 30, 1998, NEES had purchased 1,000 shares of NG common stock and had made subordinated loans totaling $14,749,000 to NG. 3. As of June 30, 1998, NG employed no permanent personnel. However, during the three-month period ending June 30, 1998, 77 employees of associated companies of NEES billed portions of their time to NG. 4. As of June 30, 1998, NG had not purchased or received from associated companies of NEES any intellectual property. 5. During the three-month period ending June 30, 1998, NG received legal, financial, and other administrative services from New England Power Service Company, amounting to $336,000. 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 revenue was recognized in the second 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 second quarter of 1998, NG invested $20,000 in HydroServ Group, LLC. The total initial capital contribution to date is $210,000. 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. On June 25, 1998, New England Water Heater Co., Inc., an energy- related company, became a wholly-owned subsidiary of NG in accordance with Rule 58 of the Act. The company's balance sheet is consolidated with NG. 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/Anthony C. Pini By: _________________________________ Anthony C. Pini President Date: September 1, 1998 EX-99 2 EXHIBIT INDEX Exhibit No. Description Page - ----------- ----------- ---- A Balance Sheet at June 30, 1998 Filed (Unaudited, subject to adjustment) herewith B Statement of Income and Filed Accumulated Deficit for the twelve herewith months ended June 30, 1998 (Unaudited, subject to adjustment) C Statement of Cash Flows Filed for the twelve months ended herewith June 30, 1998 (Unaudited, subject to adjustment) EX-99 3 EXHIBIT A Exhibit A NEES GLOBAL, INC. Consolidated Balance Sheet June 30, 1998 (Unaudited, Subject to Adjustment) (thousands of dollars) ASSETS - ------ Current assets: Cash $ 315 Accounts receivable, less reserves of $80,000 465 Accounts receivable from affiliates 3 Other current assets 304 ------- Total current assets 1,087 ------- Fixed assets: Property and equipment 7,451 Accumulated depreciation (3,057) ------- Total fixed assets 4,394 ------- Investments at cost: Separation Technologies, Inc. 1,000 Monitoring Technologies, Inc. 475 Underwater Divers Unlimited, Inc. 1,000 Nexus, Inc. 1,400 AllEnergy Marketing Co., LLC 421 Investments at equity: HydroServ Group, LLC 9 ------- Total investments 4,305 ------- Deferred charges and other assets 8 ------- Total assets $ 9,794 ======= LIABILITIES AND PARENT COMPANY'S INVESTMENT - ------------------------------------------- Current liabilities: Accounts payable $ 148 Accounts payable to affiliates 220 Miscellaneous accrued liabilities 35 ------- Total current liabilities 403 ------- Deferred credits and other liabilities 214 Parent company's investment: Common stock, par value $1 per share 1 Subordinated notes payable to parent 14,749 Other paid-in capital 4,353 Accumulated deficit (9,926) ------- Total parent company's investment 9,177 ------- Total liabilities and parent company's investment $ 9,794 ======= EX-99 4 EXHIBIT B Exhibit B NEES GLOBAL, INC. Consolidated Statement of Income and Accumulated Deficit For the Twelve Months Ended June 30, 1998 (Unaudited, Subject to Adjustment) (thousands of dollars) INCOME - ------ Services rendered to non-affiliated companies $ 604 Equity in earnings - HydroServ Group, LLC (201) ------- Total income 403 ------- EXPENSE - ------- Administrative and general expenses 3,724 Income taxes (1,136) ------- Total expenses 2,588 ------- Net loss $(2,185) ======= Accumulated deficit at beginning of period $(7,741) Accumulated deficit at end of period $(9,926) ======= EX-99 5 EXHIBIT C Exhibit C NEES GLOBAL, INC. Statement of Cash Flows For the Twelve Months Ended June 30, 1998 (Unaudited, Subject to Adjustment) (thousands of dollars) Operating Activities: Net loss $(2,185) Adjustments to reconcile net loss to net cash provided by operating activities: (Increase)/decrease in accounts receivable 483 (Increase)/decrease in other current assets 206 Increase/(decrease) in accounts payable (178) Increase/(decrease) in other current liabilities (1) Other, net 216 ------- Net cash used in operating activities $(1,459) ======= Investing Activities: Investment in Underwater Divers Unlimited, Inc. $(1,000) Investment in Nexus, Inc. (1,400) Investment in HydroServ Group, LLC (210) Investment in AllEnergy Marketing Co., LLC (421) Investment in New England Water Co., Inc (4,228) ------- Net cash used in investing activities $(7,259) ======= Financing Activities: Subordinated notes payable to parent-issues $ 4,575 Capital contribution from parent 4,353 ------- Net cash provided by financing activities $ 8,928 ======= Net increase/(decrease) in cash and cash equivalents $ 210 Cash and cash equivalents at beginning of period 105 ------- Cash and cash equivalents at end of period $ 315 ======= -----END PRIVACY-ENHANCED MESSAGE-----