-----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, Qbd2dGyXtbGUNJsUu8fWu09wZ5kjItRcRdEMCAgbEmZRXoIl8lXcKnIVHJiRipZA Uzd20FvoOZ1xe0bQCkSYRA== 0000072741-96-000134.txt : 19960830 0000072741-96-000134.hdr.sgml : 19960830 ACCESSION NUMBER: 0000072741-96-000134 CONFORMED SUBMISSION TYPE: 35-CERT PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960829 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: 96623213 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 JUNE 30, 1996: Attached as Exhibit A. (2) INCOME STATEMENT FOR THE QUARTER ENDED JUNE 30, 1996: Attached as Exhibit B. (3) GENERAL DESCRIPTION OF THE ACTIVITIES OF CHARTER OAK FOR THE QUARTER ENDED JUNE 30, 1996, AND OF THE PROJECTS IN WHICH CHARTER OAK OR ITS SUBSIDIARIES HAVE AN INTEREST: During the second 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 September 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 June 24, 1996, the Plantas Eolicas S.A., the 20 MW wind project in Costa Rica, synchronized with the grid. 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. 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 JUNE 30, 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 June 30, 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 August 29, 1996 EXHIBIT A CHARTER OAK ENERGY, INC. AND SUBSIDIARIES ----------------------------------------- CONSOLIDATED BALANCE SHEETS (UNAUDITED) --------------------------------------- June 30, --------------------------- 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 41,964 19,560 ------------ ------------ Current Assets: Cash 1,048 673 ------------ ------------ 1,048 673 ------------ ------------ Deferred Charges: Accumulated deferred income taxes 130 722 Deferred development costs 9,998 2,601 Other 695 783 ------------ ------------ 10,823 4,106 ------------ ------------ Total Assets $ 53,839 $ 24,345 ============ ============ CAPITALIZATION AND LIABILITIES - ------------------------------ Capitalization: Common stock $ - $ - Capital surplus, paid in 70,063 36,475 Retained earnings (17,464) (13,604) ------------ ------------ Total capitalization 52,599 22,871 ------------ ------------ Minority interest in common equity of subsidiaries (75) 40 ------------ ------------ Current Liabilities: Accounts payable 519 611 Accounts payable to affiliated companies 224 272 Taxes accrued 313 358 Other 259 193 ------------ ------------ 1,315 1,434 ------------ ------------ Total Capitalization and Liabilities $ 53,839 $ 24,345 ============ ============ EXHIBIT B CHARTER OAK ENERGY, INC. AND SUBSIDIARIES ----------------------------------------- CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) --------------------------------------------- Three Months Ended June 30, --------------------------- 1996 1995 ------------ ------------ (Thousands of Dollars) Operating Revenues $ - $ - ------------ ------------ Operating Expenses: Operation and maintenance 913 1,635 Depreciation 165 165 Federal and state income taxes (350) (739) Taxes other than income taxes 4 4 ------------ ------------ Total operating expenses 732 1,065 ------------ ------------ Operating Loss ( 732) (1,065) ------------ ------------ Other Income: Investment income 320 293 Other, net 23 30 ------------ ------------ Total other income 343 323 ------------ ------------ Loss before interest charges (389) (742) ------------ ------------ Interest Charges 4 3 ------------ ------------ Net Loss $ (393) $ (745) ============ ============ Charter Oak Energy and Subsidiaries Exhibit C Detail of Intercompany Services Second Quarter Ending June 30, 1996 Charter Oak Energy ------------------ NON- Service Type of Services PAYROLL PAYROLL TOTAL Provided By Provided - ----------------------------------------------------------------------------- NUSCO Charter Oak staff 132,068 11,446 143,514 Accounting and financial services 7,336 857 8,193 Legal services 579 150 729 Miscellaneous 1,523 9,106 10,629 --------------------------- Total NUSCO Services 141,506 21,559 163,065 --------------------------- NNECO Miscellaneous 0 125 125 --------------------------- Total NNECO Services 0 125 125 --------------------------- CHARTER OAK DEVELOPMENT CORP Legal services 0 821 821 Miscellaneous 0 5,372 5,372 --------------------------- Total Charter Development Corp Services 0 6,193 6,193 --------------------------- Total Services Provided 141,506 27,877 169,383 =========================== COE Development Corp. --------------------- NON- Service Type of Services PAYROLL PAYROLL TOTAL Provided By Provided - ----------------------------------------------------------------------------- NUSCO Charter Oak staff 329,320 188,346 517,666 Engineering services 9,880 114 9,994 Legal services 0 103,744 103,744 Miscellaneous 1,654 197 1,851 ------------------------- Total NUSCO Services 340,854 292,401 633,255 ------------------------- CL&P Miscellaneous 3,963 311 4,274 ------------------------- Total CL&P Services 3,963 311 4,274 ------------------------- PSNH Miscellaneous 1,774 1,174 2,948 ------------------------- Total PSNH Services 1,774 1,174 2,948 ------------------------- CHARTER OAK Miscellaneous 0 624 624 ENERGY ------------------------- Total COE Services 0 624 624 ------------------------- Total Services Provided 346,591 294,510 641,101 ========================= COE (UK) Corp. -------------- NON- Service Type of Services PAYROLL PAYROLL TOTAL Provided By Provided - ----------------------------------------------------------------------------- NUSCO Accounting and financial services 334 0 334 ------------------------- Total NUSCO Services 334 0 334 ------------------------- CHARTER OAK ENERGY Outside Services 0 27 27 ------------------------- Total COE Services 0 27 27 ------------------------- CHARTER OAK DEVELOPMENT CORP Legal services 0 193 193 ------------------------- Total Charter Oak Development Services 0 193 193 ------------------------- Total Services Provided 334 220 554 ========================= COE Argentina II Corporation ---------------------------------- NON- Service Type of Services PAYROLL PAYROLL TOTAL Provided By Provided - ----------------------------------------------------------------------------- NUSCO Charter Oak Staff 2,495 2,862 5,357 -------------------------- Total NUSCO Services 2,495 2,862 5,357 -------------------------- CHARTER OAK DEVELOPMENT CORP Legal Services 0 799 799 -------------------------- Total COE Services 0 799 799 -------------------------- Total Services Provided 2,495 3,661 6,156 ========================== COE Tejona Corp. ---------------------------------- NON- Service Type of Services PAYROLL PAYROLL TOTAL Provided By Provided - ----------------------------------------------------------------------------- NUSCO Miscellaneous 657 0 657 -------------------------- Total Services Provided 657 0 657 ========================== -----END PRIVACY-ENHANCED MESSAGE-----