-----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, PSiGuUjihyDgyTO4kiYYWK1hKCnS73l2HTjsGvzpD4EGTfC6dXQ72Kamj1E23gnq 0IlwUeBhuayK5i2JEGOlFQ== 0000072741-95-000069.txt : 19951201 0000072741-95-000069.hdr.sgml : 19951201 ACCESSION NUMBER: 0000072741-95-000069 CONFORMED SUBMISSION TYPE: 35-CERT PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19951129 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: NORTHEAST UTILITIES CENTRAL INDEX KEY: 0000072741 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 042147929 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 35-CERT SEC ACT: 1935 Act SEC FILE NUMBER: 070-08507 FILM NUMBER: 95597512 BUSINESS ADDRESS: STREET 1: 174 BRUSH HILL AVE CITY: WEST SPRINGFIELD STATE: MA ZIP: 01090-0010 BUSINESS PHONE: 2036655000 MAIL ADDRESS: STREET 1: 107 SELDON ST CITY: BERLIN STATE: CT ZIP: 06037-1616 35-CERT 1 COE, INC. QTRYLY RPT FILING UNDER RULE 24 OF 35 ACT UNITED STATES OF AMERICA SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Application of Northeast ) ) CERTIFICATE PURSUANT TO Utilities, Charter Oak Energy ) RULE 24 UNDER THE PUBLIC ) UTILITY HOLDING COMPANY ACT Inc. and COE Development ) OF 1935 ) Corp. on Form U-1 ) ) (File No. 70-8507) ) Pursuant to the requirements of Rule 24 under the Public Utility Holding Company Act of 1935, Charter Oak Energy, Inc. ("Charter Oak"), a wholly-owned subsidiary of Northeast Utilities ("NU"), a registered holding company, hereby files this quarterly report as required by the Securities and Exchange Commission's orders authorizing preliminary development activities and financing related to such activities and to acquisitions of interests in exempt wholesale generators ("EWGs") and foreign utility companies ("FUCOs") by Charter Oak (HCAR. No. 26134, September 30, 1994, File No. 70-8062, HCAR. No. 26213, December 30, 1994, File No. 70-8507, and HCAR. No. 26354, August 7, 1995, File No. 70-8507). (1) BALANCE SHEET AS OF SEPTEMBER 30, 1995: Attached as Exhibit A. (2) INCOME STATEMENT FOR THE QUARTER ENDED SEPTEMBER 30, 1995: Attached as Exhibit B. (3) GENERAL DESCRIPTION OF THE ACTIVITIES OF CHARTER OAK FOR THE QUARTER ENDED SEPTEMBER 30, 1995, AND OF THE PROJECTS IN WHICH CHARTER OAK OR ITS SUBSIDIARIES HAVE AN INTEREST: During the third quarter of 1995, pursuant to the permission granted by the Commission in the September 30, 1994 (HCAR. No. 26134), December 30, 1994 (HCAR. No. 26213) and August 7, 1995 (HCAR. No. 26354) orders, Charter Oak, through its wholly-owned subsidiary COE Development Corporation ("COE Development"), has participated in preliminary development activities for EWGs and FUCOs. These activities have been performed by COE Development both on its own and with unaffiliated third parties. On August 7, 1995 the Commission authorized NU to make investments in Charter Oak, and Charter Oak to make investments in COE Development, in the amount of up to $400 million, through December 31, 1996, for preliminary development activities and for acquisitions of interests in EWGs and FUCOs. This authorization includes preliminary development of domestic projects as well as investments in EWGs and FUCOs. COE Development is engaged in constructing a 114 MW natural gas-fired project (Central Termica San Miguel de Tucuman, S.A., "C.T.S.M.T.") located in the Republic of Argentina. Synchronization with the grid occurred on October 11, 1995. Construction continues on a 20 MW wind project in Costa Rica. Finally, COE Development plans to begin construction of a 168 MW natural gas-fired project (Ave Fenix) located in the Republic of Argentina. Charter Oak, through its wholly-owned subsidiary Charter Oak (Paris), Inc., pursuant to the permission granted by the Commission (HCAR. No. 24893), has an approximately 10% beneficial equity ownership interest in a 213 MW gas-fired operational qualifying cogeneration facility in Paris, Texas. On September 24, 1993, NU was granted permission (HCAR. No. 70-8084) to invest up to $7 million in Charter Oak for the purchase of an interest in two non-utility subsidiaries to own an interest in a foreign utility company, Encoe Partners. Encoe Partners is a general partnership formed for the sole purpose of building, owning and operating a power generating facility in the United Kingdom ("Power Plant") and acquiring a one-third interest in certain rights and obligations under a power contract. The Power Plant is 2.176 MW and will produce power by harnessing the pressure in the natural gas pipeline feeding the 1,875 MW Teesside Project in Teesside, Wilton, Cleveland, England. This transaction was completed by Charter Oak on the close of business on September 30, 1993 by acquiring interests in two non-utility subsidiary companies, COE (UK) Corp. and COE (GENCOE) Corp. At this time, none of the other projects Charter Oak is currently pursuing are sufficiently defined to move beyond the preliminary development stage and therefore are not contained in this report. (4) THE AMOUNTS OF RECOURSE AND NON-RECOURSE DEBT SECURITIES ISSUED TO THIRD PARTIES BY INTERMEDIATE COMPANIES: N.A. (5) REGULATORY STATUS OF FACILITIES ELIGIBLE FOR EXEMPTION AS A PUBLIC UTILITY UNDER THE ACT. Charter Oak is preparing to file two Form U-57s notifying the Commission of foreign utility company status: 1.) for the Costa Rica wind project currently under construction and 2.) for the 168 MW natural gas-fired Ave Fenix project in the Republic of Argentina. (6) INFORMATION ON INTERCOMPANY SERVICE TRANSACTIONS INVOLVING AFFILIATED INTERMEDIATE COMPANIES, EWGS AND FUCOs FOR THE QUARTER ENDING SEPTEMBER 30, 1995. Attached as Exhibit C. The aggregate amount of all guarantees issued by or for Charter Oak or any of its subsidiary companies for the quarter ending September 30, 1995 is approximately $20.1 million. On August 4, 1995, Charter Oak Energy, Inc. (COE) entered into a contract guaranteeing the payment of the contract price of a construction contract between a subsidiary company and a third party vendor. COE's cumulative aggregate liability, as guarantor, under this contract is approximately $20 million. COE is a wholly-owned subsidiary of Northeast Utilities (NU), which has agreed to provide, if needed, the funds necessary to meet the terms of the guarantee. COE expects that the subsidiary will meet its contractual obligations and COE will not be called upon to perform under this guarantee. SIGNATURE Pursuant to the requirements of the Public Utility Holding Company Act of 1935, the undersigned company has duly caused this Certificate to be signed on its behalf by the undersigned thereunto duly authorized. Charter Oak Energy, Inc. /s/ Eugene G. Vertefeuille Principal Charter Oak Energy, Inc. P.O. Box 270 Hartford, CT 06141-0270 November 28, 1995 CHARTER OAK ENERGY, INC. AND SUBSIDIARIES EXHIBIT A ----------------------------------------- CONSOLIDATED BALANCE SHEETS (UNAUDITED) --------------------------------------- September 30, --------------------------- 1995 1994 ------------ ------------ (Thousands of Dollars) ASSETS - ------ Utility Plant, at original cost: Electric $ 52 $ 52 Less: Accumulated provision for depreciation 47 44 ------------ ------------ Total net utility plant 5 8 ------------ ------------ Other Investments, at cost 23,343 6,267 ------------ ------------ Current Assets: Cash 557 6,329 Accounts receivable 10 - Receivables from affiliated companies - 1 Taxes receivable 721 - ------------ ------------ 1,288 6,330 ------------ ------------ Deferred Charges: Accumulated deferred income taxes 375 529 Deferred development costs 3,567 2,447 Other 696 858 ------------ ------------ 4,638 3,834 ------------ ------------ Total Assets $ 29,274 $ 16,439 ============ ============ CAPITALIZATION AND LIABILITIES - ------------------------------ Capitalization: Common stock $ - $ - Capital surplus, paid in 43,194 25,236 Retained earnings (14,763) (9,875) ------------ ------------ Total capitalization 28,431 15,361 ------------ ------------ Minority interest in common equity of subsidiaries 10 48 ------------ ------------ Current Liabilities: Accounts payable 453 1 Accounts payable to affiliated companies 227 132 Taxes accrued - 836 Other 153 61 ------------ ------------ 833 1,030 ------------ ------------ Total Capitalization and Liabilities $ 29,274 $ 16,439 ============ ============ EXHIBIT B CHARTER OAK ENERGY, INC. AND SUBSIDIARIES ----------------------------------------- CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) --------------------------------------------- Three Months Ended September 30, --------------------------- 1995 1994 ------------ ------------ (Thousands of Dollars) Operating Revenues $ - $ - ------------ ------------ Operating Expenses: Operation and maintenance 2,066 1,788 Depreciation 165 162 Federal and state income taxes (845) (859) Taxes other than income taxes 6 7 ------------ ------------ Total operating expenses 1,392 1,098 ------------ ------------ Operating Loss (1,392) (1,098) ------------ ------------ Other Income: Investment income 207 323 Other, net 40 25 ------------ ------------ Total other income 247 348 ------------ ------------ Loss before interest charges (1,145) (750) ------------ ------------ Interest Charges 14 2 ------------ ------------ Net Loss $ (1,159) $ (752) ============ ============ EXHIBIT C Charter Oak Energy and Subsidiaries Detail of Intercompany Services Third Quarter Ending September 30, 1995 Charter Oak Energy ------------------ NON- Service Type of Services PAYROLL PAYROLL TOTAL Provided By-- Provided-- - ----------------------------------------------------------------- NUSCO Charter Oak staff 181,562 31,721 213,283 Accounting and financial services 9,756 127 9,883 Legal services 4,614 81,041 85,655 Miscellaneous 6,950 341 7,291 ---------------------------- Total NUSCO Services 202,882 113,230 316,112 ---------------------------- COE DEVELOPMENT CORP Legal services 0 2,510 2,510 Miscellaneous 0 19,626 19,626 ---------------------------- Total COE Development Corp Services 0 22,136 22,136 ---------------------------- Total Services Provided 202,882 135,366 338,248 ============================ COE Paris, Inc. --------------------- NON- Service Type of Services PAYROLL PAYROLL TOTAL Provided By-- Provided-- - ----------------------------------------------------------------- NUSCO Legal services 50 0 50 ---------------------------- Total NUSCO Services 50 0 50 ---------------------------- Total Services Provided 50 0 50 ============================== COE Development Corp. --------------------- NON- Service Type of Services PAYROLL PAYROLL TOTAL Provided By-- Provided-- - ----------------------------------------------------------------- NUSCO Charter Oak staff 284,616 140,619 425,235 Engineering services 95,728 25,232 120,960 Accounting and financial services 2,529 150 2,679 Legal services 0 78,499 78,499 Miscellaneous 12,439 15,629 28,068 ---------------------------- Total NUSCO Services 395,312 260,129 655,441 ---------------------------- CL&P Engineering services 0 6,103 6,103 Miscellaneous 0 10,934 10,934 ---------------------------- Total CL&P Services 0 17,037 17,037 ---------------------------- CHARTER OAK ENERGY Legal services 0 67,500 67,500 ---------------------------- Total COE Services 0 67,500 67,500 ---------------------------- Total Services Provided 395,312 344,666 739,978 ============================ COE (UK) Corp. -------------- NON- Service Type of Services PAYROLL PAYROLL TOTAL Provided By-- Provided-- - ----------------------------------------------------------------- NUSCO Charter Oak staff 4,659 1,698 6,357 -------------------------- Total NUSCO Services 4,659 1,698 6,357 -------------------------- CHARTER OAK ENERGY Charter Oak staff 0 5,424 5,424 -------------------------- Total COE Services 0 5,424 5,424 -------------------------- COE DEVELOPMENT CORP Legal services 0 2,001 2,001 Miscellaneous 0 25 25 ------------------------- Total COE Development Corp Services 0 2,026 2,026 ------------------------- Total Services Provided 4,659 9,148 13,807 ========================= COE Tejona Corp. ---------------- NON- Service Type of Services PAYROLL PAYROLL TOTAL Provided By-- Provided-- - ----------------------------------------------------------------- NUSCO Accounting information services 0 223 223 Miscellaneous 0 143 143 ------------------------ Total NUSCO Services 0 366 366 ======================== -----END PRIVACY-ENHANCED MESSAGE-----