-----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, QH37J6j0e2kKEccIZOeQYRnqKB59RbC/t3g91ZtP6M05FkRZTCy3rjjLvff1cfjm TzKxWHU0VEleLYz4xav6pQ== 0000072741-96-000034.txt : 19960304 0000072741-96-000034.hdr.sgml : 19960304 ACCESSION NUMBER: 0000072741-96-000034 CONFORMED SUBMISSION TYPE: 35-CERT PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960301 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: 96530067 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 supplemental order 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 DECEMBER 31, 1995: Attached as Exhibit A. (2) INCOME STATEMENT FOR THE QUARTER ENDED DECEMBER 31, 1995: Attached as Exhibit B. (3) GENERAL DESCRIPTION OF THE ACTIVITIES OF CHARTER OAK FOR THE QUARTER ENDED DECEMBER 31, 1995, AND OF THE PROJECTS IN WHICH CHARTER OAK OR ITS SUBSIDIARIES HAVE AN INTEREST: During the fourth 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. On December 5, 1995, Charter Oak filed a Form U-57 notifying the Commission of foreign utility company status for Ave Fenix Energia S.A. (Ave Fenix), the 168 MW natural gas project currently under construction in the Republic of Argentina. Charter Oak through its wholly-owned subsidiary COE Ave Fenix Corporation, will own approximately 96% of the issued and outstanding common stock of Ave Fenix. Synchronization with the grid and commencement of testing is expected by mid-May. On December 8, 1995, the 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 commenced commercial operation. Charter Oak, through its wholly- owned subsidiary COE Argentina II Corp. owns 33.33% of the issued and outstanding common stock of C.T.S.M.T. On January 26, 1996, Charter Oak filed a Form U-57 notifying the Commission of foreign utility company status for Plantas Eolicas S.A., the 20 MW wind project currently under construction in Costa Rica. Charter Oak through its wholly-owned subsidiary COE Tejona Corporation, will own approximately 65% of the issued and outstanding common stock of Plantas Eolicas. It is anticipated that a Costa Rican company will hold the remaining 35% of the common stock of Plantas Eolicas. Synchronization with the grid and commencement of testing is expected by mid-April. 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 filed two Form U-57s notifying the Commission of foreign utility company status: 1.) on January 26, 1996 for the Costa Rica wind project currently under construction and 2.) on December 5, 1995 for the 168 MW natural gas-fired Ave Fenix Energia S. A. project in the Republic of Argentina. (6) INFORMATION ON INTERCOMPANY SERVICE TRANSACTIONS INVOLVING AFFILIATED INTERMEDIATE COMPANIES, EWGS AND FUCOs FOR THE QUARTER ENDING DECEMBER 31, 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 December 31, 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 February 29, 1996 CHARTER OAK ENERGY, INC. AND SUBSIDIARIES EXHIBIT A ----------------------------------------- CONSOLIDATED BALANCE SHEETS (UNAUDITED) --------------------------------------- December 31, --------------------------- 1995 1994 ------------ ------------ (Thousands of Dollars) ASSETS - ------ Utility Plant, at original cost: Electric $ 52 $ 52 Less: Accumulated provision for depreciation 47 45 ------------ ------------ Total net utility plant 5 7 ------------ ------------ Other Investments, at cost 41,221 11,137 ------------ ------------ Current Assets: Cash 1,798 5,913 Receivables from affiliated companies - 590 ------------ ------------ 1,798 6,503 ------------ ------------ Deferred Charges: Accumulated deferred income taxes 130 529 Deferred development costs 4,911 2,368 Other 740 837 ------------ ------------ 5,781 3,734 ------------ ------------ Total Assets $ 48,805 $ 21,381 ============ ============ CAPITALIZATION AND LIABILITIES - ------------------------------ Capitalization: Common stock $ - $ - Capital surplus, paid in 63,913 31,211 Retained earnings (16,704) (12,489) ------------ ------------ Total capitalization 47,209 18,722 ------------ ------------ Minority interest in common equity of subsidiaries (65) 36 ------------ ------------ Current Liabilities: Accounts payable 1,226 1,091 Accounts payable to affiliated companies 336 567 Taxes accrued 58 869 Other 41 96 ------------ ------------ 1,661 2,623 ------------ ------------ Total Capitalization and Liabilities $ 48,805 $ 21,381 ============ ============ EXHIBIT B CHARTER OAK ENERGY, INC. AND SUBSIDIARIES ----------------------------------------- CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) --------------------------------------------- Three Months Ended December 31, --------------------------- 1995 1994 ------------ ------------ (Thousands of Dollars) Operating Revenues $ - $ - ------------ ------------ Operating Expenses: Operation and maintenance 2,344 3,411 Depreciation 159 178 Federal and state income taxes (284) (566) Taxes other than income taxes 4 5 ------------ ------------ Total operating expenses 2,223 3,028 ------------ ------------ Operating Loss (2,223) (3,028) ------------ ------------ Other Income: Investment income 203 395 Other, net 79 20 ------------ ------------ Total other income 282 415 ------------ ------------ Loss before interest charges (1,941) (2,613) ------------ ------------ Interest Charges - 2 ------------ ------------ Net Loss $ (1,941) $ (2,615) ============ ============ Charter Oak Energy and Subsidiaries Exhibit C Detail of Intercompany Services Fourth Quarter Ending December 31, 1995 Charter Oak Energy ------------------ NON- Service Type of Services PAYROLL PAYROLL TOTAL Provided By Provided - ---------------------------------------------------------------------------- NUSCO Charter Oak staff 126,364 24,199 150,563 Accounting and 6,507 3,830 10,337 financial services Legal services 2,058 1,853 3,911 Miscellaneous 2,832 463 3,295 ---------------------------- Total NUSCO Services 137,761 30,345 168,106 ---------------------------- COE DEVELOPMENT CORP Legal services 0 7,366 7,366 Miscellaneous 0 8,589 8,589 ---------------------------- Total COE Dev. Services 0 15,955 15,955 ---------------------------- Total Services Provided 137,761 46,300 184,061 ============================ COE Development Corp. --------------------- NON- Service Type of Services PAYROLL PAYROLL TOTAL Provided By Provided - ---------------------------------------------------------------------------- NUSCO Charter Oak staff 264,055 243,115 507,170 Engineering services 69,697 32,921 102,618 Legal services 0 151,124 151,124 Miscellaneous 46,651 17,821 64,472 ----------------------------- Total NUSCO Services 380,403 444,981 825,384 ----------------------------- CL&P Miscellaneous 435 430 865 ----------------------------- Total CL&P Services 435 430 865 ----------------------------- PSNH Engineering services 5,481 3,381 8,862 Legal services 0 3,563 3,563 ----------------------------- Total PSNH Services 5,481 6,944 12,425 ------------------------------ WMECO Engineering services 0 1,777 1,777 Legal services 4,216 2,121 6,337 ------------------------------ Total WMECO Services 4,216 3,898 8,114 ------------------------------ CHARTER OAK ENERGY Legal services 0 28,888 28,888 ------------------------------ Total COE Services 0 28,888 28,888 ------------------------------ Total Services Provided 390,535 485,141 875,676 ============================== COE (UK) Corp. -------------- Service Type of Services PAYROLL PAYROLL TOTAL Provided By Provided - ---------------------------------------------------------------------------- NUSCO Charter Oak staff 2,542 1,925 4,467 Accounting and financial services 202 0 202 ------------------------------ Total NUSCO Services 2,744 1,925 4,669 ------------------------------ COE DEVELOPMENT CORP Legal services 0 82 82 Miscellaneous 0 44 44 ------------------------------ Total COE Dev. Services 0 126 126 ------------------------------ Total Services Provided 2,744 2,051 4,795 ============================== COE Tejona Corp. ---------------- Service Type of Services PAYROLL PAYROLL TOTAL Provided By Provided - ---------------------------------------------------------------------------- NUSCO Accounting information services 0 (366) (366) ============================== -----END PRIVACY-ENHANCED MESSAGE-----