-----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, UwxZjZRORZoXAlhXeeaPo2dshu6hzuB+9rnLYmw6paKEZkkMT7zkyGIc61nxOGJS 8z6fMTkWkUqeyC3ttdDAdQ== 0000071297-99-000101.txt : 19991130 0000071297-99-000101.hdr.sgml : 19991130 ACCESSION NUMBER: 0000071297-99-000101 CONFORMED SUBMISSION TYPE: 35-CERT PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19991129 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: 99765523 BUSINESS ADDRESS: STREET 1: 25 RESEARCH DR CITY: WESTBOROUGH STATE: MA ZIP: 01582 BUSINESS PHONE: 5083892000 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 third quarter of 1999: 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). On June 25, 1998, New England Water Heater Co., Inc. (NEWH), an energy-related company, became a wholly-owned subsidiary of NG in accordance with Rule 58 of the Act. The company's financial statements are consolidated with NG. In the fourth quarter of 1998, NEWH changed its name to NEWHC,Inc. Effective September 19, 1999, substantially all of the assets of NEWH were sold to Duperey Investments, Inc., an unaffiliated company. NG entered into agreements with companies located in Canada, Michigan, Illinois, Maryland, Delaware, Rhode Island, New York, and Virginia to provide consulting services. A total of $256,000 in revenue was recognized in the third quarter of 1999. 2.As of September 30, 1999, NEES had purchased 1,000 shares of NG common stock and had made subordinated loans to NG totaling $12,704,000. 3.As of September 30, 1999, NG employed no permanent personnel. However, during the three-month period ending September 30, 1999, 55 employees of associated companies of NEES billed portions of their time to NG. 4.As of September 30, 1999, NG had not purchased or received from associated companies of NEES any intellectual property. 5.During the three-month period ended September 30, 1999, NG received legal, financial, and other administrative services from New England Power Service Company, amounting to $183,000. 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 third quarter of 1999. 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. An additional investment of $750,000 was made in October 1998 in the form of 300,000 shares of Series B 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. 70-7950/70-8555) 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: November 29, 1999 EX-99 2 EXHIBIT INDEX Exhibit No. Description Page - ----------- ----------- ---- A Balance Sheet at September 30, 1999 Filed (Unaudited, subject to adjustment) herewith B Statement of Income and Filed Accumulated Deficit for the nine and twelve herewith months ended September 30, 1999 (Unaudited, subject to adjustment) C Statement of Cash Flows Filed for the nine and twelve months ended herewith September 30, 1999 (Unaudited, subject to adjustment) EX-99 3 EXHIBIT A Exhibit A NEES GLOBAL, INC. Consolidated Balance Sheet September 30, 1999 (Unaudited, Subject to Adjustment) (thousands of dollars)
ASSETS - ------ Current assets: Cash $ 494 Accounts receivable 159 Other current assets 19 ------ Total current assets 672 ------ Investments at cost: Separation Technologies, Inc. 1,000 Nexus, Inc. 2,150 ------ Total investments 3,150 ------ Note receivable 4,000 ------ Total assets $7,822 ====== LIABILITIES AND PARENT COMPANY'S INVESTMENT - ------------------------------------------- Current liabilities: Accounts payable $ 65 Accrued taxes 3,613 ------ Total current liabilities 3,678 Deferred credits and other liabilities 11 ------ Parent company's investment Subordinated notes payable to parent 8,352 Common stock, par value $1 per share 1 Other paid-in capital 4,353 Accumulated deficit (8,573) ------ Total parent company's investment 4,133 ------ Total liabilities and parent company's investment $7,822 ======
EX-99 4 EXHIBIT B Exhibit B NEES GLOBAL, INC. Consolidated Statement of Income and Accumulated Deficit For the Periods Ended September 30, 1999 (Unaudited, Subject to Adjustment) (thousands of dollars)
Nine Twelve Months Months ------ ------ INCOME - ------ Rental water heater revenue $ 6,764 $ 9,143 Gain on sale of NEWHC,Inc. assets 3,389 3,389 Consulting revenue and other 672 880 Equity in earnings - HydroServ Group, LLC - (11) -------- -------- Total income 10,825 13,401 EXPENSE - ------- Operating expenses 4,407 6,651 Write-off of investment in: Monitoring Technologies, Inc. - 475 Loss on sale of interest in AllEnergy Marketing Co., Inc. 220 220 Depreciation 1,558 2,334 Income taxes 2,800 2,049 -------- -------- Total expenses 8,985 11,729 -------- -------- Net income $ 1,840 $ 1,672 Accumulated deficit at beginning of period $(10,413) $(10,245) -------- -------- Accumulated deficit at end of period $ (8,573) $ (8,573) ======== ========
EX-99 5 EXHIBIT C Exhibit C
NEES GLOBAL, INC. Statement of Cash Flows For the Period Ended September 30, 1999 (Unaudited, Subject to Adjustment) (thousands of dollars) Nine Twelve Months Months ------ ------ Operating Activities: Net income (loss) $ 1,840 $ 1,672 Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Depreciation 1,558 2,334 Gain on sale of NEWHC,Inc. assets (3,389) (3,389) Loss on investments 220 695 Deferred income taxes (836) (370) (Increase)/decrease in accounts receivable (289) (371) (Increase)/decrease in other current assets 898 391 Increase/(decrease) in accounts payable (173) (192) Increase/(decrease) in other current liabilities 3,213 3,147 Other, net 1,099 2,265 -------- -------- Net cash provided by (used in) operating activities $ 4,141 $ 6,182 -------- -------- Investing Activities: Fixed asset expenditures $ (1,724) $ (2,647) Investment in Nexus, Inc. - (750) Investment in AllEnergy Marketing Co., LLC - (63) Sale of interest in AllEnergy Marketing Co., LLC 456 456 Sale of New England Water Heater Co., Inc. 16,000 16,000 -------- -------- Net cash provided by (used in) investing activities $ 14,732 $ 12,996 -------- -------- Financing Activities: Change in subordinated notes payable to parent $(18,974) $(19,574) -------- -------- Net cash provided by (used in) financing activities $(18,974) $(19,574) -------- -------- Net increase/(decrease) in cash and cash equivalents $ (101) $ (396) Cash and cash equivalents at beginning of period 595 890 -------- -------- Cash and cash equivalents at end of period $ 494 $ 494 ======== ========
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