-----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, IgRseSuDqvtZPOCPH6ezv3EyVAVWMBB9TJ2enTCqufgZEoK9TOz7XdtxQ2e3B/5e pqlIUyu3sZZn9tosx/8sDA== 0000072741-96-000100.txt : 19960603 0000072741-96-000100.hdr.sgml : 19960603 ACCESSION NUMBER: 0000072741-96-000100 CONFORMED SUBMISSION TYPE: 35-CERT PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960531 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: 96575543 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 March 31, 1996: Attached as Exhibit A. (2) INCOME STATEMENT FOR THE QUARTER ENDED MARCH 31, 1996: Attached as Exhibit B. (3) GENERAL DESCRIPTION OF THE ACTIVITIES OF CHARTER OAK FOR THE QUARTER ENDED MARCH 31, 1996, AND OF THE PROJECTS IN WHICH CHARTER OAK OR ITS SUBSIDIARIES HAVE AN INTEREST: During the first quarter of 1996, 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 in June or July 1996. 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 June 1996. 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. N.A. (6) INFORMATION ON INTERCOMPANY SERVICE TRANSACTIONS INVOLVING AFFILIATED INTERMEDIATE COMPANIES, EWGs AND FUCOs FOR THE QUARTER ENDING MARCH 31, 1996. 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 March 31, 1996 is approximately $26.1 million. On August 4, 1995, Charter Oak entered into a contract guaranteeing the payment of the contract price of a construction contract between a subsidiary company and a third party vendor. Charter Oak's cumulative aggregate liability, as guarantor, under this contract is approximately $20 million. NU has agreed to provide, if needed, the funds necessary to meet the terms of the guarantee. Charter Oak expects that the subsidiary will meet its contractual obligations and Charter Oak 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 May 28, 1996 EXHIBIT A CHARTER OAK ENERGY, INC. AND SUBSIDIARIES ----------------------------------------- CONSOLIDATED BALANCE SHEETS (UNAUDITED) --------------------------------------- March 31, --------------------------- 1996 1995 ------------ ------------ (Thousands of Dollars) ASSETS - ------ Utility Plant, at original cost: Electric $ 52 $ 52 Less: Accumulated provision for depreciation 48 46 ------------ ------------ Total net utility plant 4 6 ------------ ------------ Other Investments, at cost 41,547 15,419 ------------ ------------ Current Assets: Cash 1,013 479 Receivables 2 - ------------ ------------ 1,015 479 ------------ ------------ Deferred Charges: Accumulated deferred income taxes 130 690 Deferred development costs 6,554 2,641 Other 699 795 ------------ ------------ 7,383 4,126 ------------ ------------ Total Assets $ 49,949 $ 20,030 ============ ============ CAPITALIZATION AND LIABILITIES - ------------------------------ Capitalization: Common stock $ - $ - Capital surplus, paid in 65,937 31,367 Retained earnings (17,071) (12,859) ------------ ------------ Total capitalization 48,866 18,508 ------------ ------------ Minority interest in common equity of subsidiaries (69) 60 ------------ ------------ Current Liabilities: Accounts payable 536 555 Accounts payable to affiliated companies 432 374 Taxes accrued 24 375 Other 160 158 ------------ ------------ 1,152 1,462 ------------ ------------ Total Capitalization and Liabilities $ 49,949 $ 20,030 ============ ============ EXHIBIT B CHARTER OAK ENERGY, INC. AND SUBSIDIARIES ----------------------------------------- CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) --------------------------------------------- Three Months Ended March 31, --------------------------- 1996 1995 ------------ ------------ (Thousands of Dollars) Operating Revenues $ - $ - ------------ ------------ Operating Expenses: Operation and maintenance 1,137 1,254 Depreciation 165 165 Federal and state income taxes (244) (634) Taxes other than income taxes 4 5 ------------ ------------ Total operating expenses 1,062 790 ------------ ------------ Operating Loss (1,062) (790) ------------ ------------ Other Income: Investment income 692 417 Other, net 7 5 ------------ ------------ Total other income 699 422 ------------ ------------ Loss before interest charges (363) (368) ------------ ------------ Interest Charges 4 2 ------------ ------------ Net Loss $ (367) $ (370) ============ ============ Charter Oak Energy and Subsidiaries Exhibit C Detail of Intercompany Services First Quarter Ending March 31, 1996 Charter Oak Energy ------------------ NON- Service Type of Services PAYROLL PAYROLL TOTAL Provided By Provided - ----------------------------------------------------------------------------- NUSCO Charter Oak staff 130,363 25,421 155,784 Accounting and financial services 7,894 20,131 28,025 Legal services 913 493 1,406 Miscellaneous 3,033 5,724 8,757 --------------------------- Total NUSCO Services 142,203 51,769 193,972 --------------------------- CL&P Miscellaneous 0 86 86 Outside Services 0 246 246 --------------------------- Total CL&P Services 0 332 332 --------------------------- CHARTER OAK DEVELOPMENT CORP Legal services 0 2,844 2,844 Miscellaneous 0 1,706 1,706 --------------------------- Total Charter Development Corp Services 0 4,550 4,550 --------------------------- Total Services Provided 142,203 56,651 198,854 =========================== COE Development Corp. --------------------- NON- Service Type of Services PAYROLL PAYROLL TOTAL Provided By Provided - ----------------------------------------------------------------------------- NUSCO Charter Oak staff 372,457 200,277 572,734 Engineering services 6,698 7,012 13,710 Legal services 0 103,017 103,017 Miscellaneous 2,090 30,869 32,959 ------------------------- Total NUSCO Services 381,245 341,175 722,420 ------------------------- CL&P Miscellaneous 4,489 2,589 7,078 ------------------------- Total CL&P Services 4,489 2,589 7,078 ------------------------- PSNH Engineering services 0 7,638 7,638 Legal services 0 5,677 5,677 Miscellaneous 8,684 0 8,684 ------------------------- Total PSNH Services 8,684 13,315 21,999 ------------------------- WMECO Engineering services 0 0 0 Legal services 79 40 119 ------------------------- Total WMECO Services 79 40 119 ------------------------- Total Services Provided 394,497 357,119 751,616 ========================= COE (UK) Corp. -------------- NON- Service Type of Services PAYROLL PAYROLL TOTAL Provided By Provided - ----------------------------------------------------------------------------- NUSCO Charter Oak staff 2,605 1,046 3,651 Accounting and financial services 0 0 0 ------------------------- Total NUSCO Services 2,605 1,046 3,651 ------------------------- CHARTER OAK ENERGY Outside Services 0 27 27 ------------------------- Total COE Services 0 27 27 ------------------------- CHARTER OAK DEVELOPMENT CORP Legal services 0 85 85 Miscellaneous 0 7,883 7,883 ------------------------- Total Charter Oak Development Services 0 7,968 7,968 ------------------------- Total Services Provided 2,605 9,041 11,646 ========================= COE Argentina II Corporation ---------------------------------- NON- Service Type of Services PAYROLL PAYROLL TOTAL Provided By Provided - ----------------------------------------------------------------------------- NUSCO Charter Oak Staff 4,496 16,967 21,463 -------------------------- Total NUSCO Services 4,496 16,967 21,463 -------------------------- CHARTER OAK DEVELOPMENT CORP Outside Services 0 8,333 8,333 -------------------------- Total COE Services 0 8,333 8,333 -------------------------- Total Services Provided 4,496 25,300 29,796 ========================== -----END PRIVACY-ENHANCED MESSAGE-----