-----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, L2KFYkmCdP0jwrpNC/lDuuczBvuA7QhNQ5sz4RDdlGQ5T4SEf+N/GZeJsXuVo+fK 6iQDanVWt8y8HMcajor3Ow== 0000072741-97-000057.txt : 19970401 0000072741-97-000057.hdr.sgml : 19970401 ACCESSION NUMBER: 0000072741-97-000057 CONFORMED SUBMISSION TYPE: 35-CERT PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19970331 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: NORTHEAST UTILITIES SYSTEM 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: 070-08825 FILM NUMBER: 97571158 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 NU QTRYLY RPT FILING UNDER RULE 24 OF 35 ACT UNITED STATES OF AMERICA SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Application of Northeast ) Utilities, Western Massachusetts ) Electric Company, The Quinnehtuk ) Company, Northeast Utilities ) Service Company, The Connecticut ) Light and Power Company, Northeast ) Nuclear Energy Company, The Rocky ) River Realty Company, Public ) Service Company of New Hampshire, ) CERTIFICATE PURSUANT TO North Atlantic Energy Company and ) RULE 24 UNDER THE PUBLIC North Atlantic Energy Service ) UTILITY HOLDING COMPANY ACT Company on Form U-1 ) OF 1935 (File No. 70-8825) ) Pursuant to the requirements of Rule 24 under the Public Utility Holding Company Act of 1935, Northeast Utilities (NU), a registered holding company, hereby files this quarterly report as required by the Securities and Exchange Commission's order authorizing acquisition of nonutility subsidiaries (HCAR. No. 26554; August 13, 1996, File No. 70-8825)(Order). For the fourth quarter ended December 31, 1996, the activities to be reported pursuant to the Order are as follows: 1) The number of employees assigned to NUSCO Energy Partners, Inc. are: 3 employees - Northeast Utilities Service Company 4 employees - Public Service of New Hampshire Company 2) The services provided to NUSCO Energy Partners, Inc. for the fourth quarter are as follows: Provided by Northeast Utilities Service Company: Thousands of dollars Marketing services $339 Customer billing system development 61 Miscellaneous 4 ----- Total $404 ====== Provided by Public Service of New Hampshire: Marketing services $325 Customer billing services 19 Miscellaneous 7 ----- Total $351 ===== 3) Balance Sheet, Income Statement, and Statement of Cash Flow NUSCO ENERGY PARTNERS, INC. BALANCE SHEET (Unaudited) December 31, 1996* Thousands of Dollars ---------- ASSETS - ------ Current Assets: Receivables, net $ 126 Taxes receivable from affiliated companies 229 Other 2 ----------- 357 ----------- Total Assets $ $357 =========== CAPITALIZATION AND LIABILITIES - ------------------------------ Capitalization: Common shareholders' equity: Common shares $ - Capital surplus, paid in 1 Retained earnings (413) ----------- Total capitalization (412) ----------- Current Liabilities: Accounts payable 7 Accounts payable to affiliated companies 762 ----------- 769 ----------- Total Capitalization and Liabilities $ $357 =========== *NUSCO Energy Partners, Inc. commenced operations on October 7, 1996. NUSCO ENERGY PARTNERS, INC. INCOME STATEMENT (Unaudited) Fourth quarter Ended December 31, 1996* ------------- (Thousands of Dollars) Operating Revenues $ 578 ** ------------- Operating Expenses: Operation Purchased power - energy 487 Purchased power - capacity 99 Other 633 Federal and state income taxes (229) Taxes other than income taxes 2 ------------- Total operating expenses 992 ------------- Operating Loss (414) Other Income 1 ------------- Net Loss $ (413) ============= *NUSCO Energy Partners, Inc. commenced operations on October 7, 1996. **Operating Revenues were adjusted in the first quarter of 1997 by $110,000 resulting in a total related to the reporting period of $688,000. NUSCO ENERGY PARTNERS, INC. STATEMENT OF CASH FLOWS (Unaudited) Fourth quarter Ended December 31, 1996* ------------- (Thousands of Dollars) Operating Activities: Net Loss $ (413) Adjustments to reconcile to net cash from operating activities: Other sources of cash 1 Changes in working capital: Receivables and accrued revenues (355) Accounts payable 769 Other working capital (excludes cash) (2) ------------- Net cash flows from operating activities 0 Financing Activities: Common shares 0 ------------- Net cash flows from financing activities 0 Net increase (decrease) in cash 0 Cash - beginning of period 0 ------------- Cash - end of period $ 0 ============= *NUSCO Energy Partners, Inc. commenced operations on October 7, 1996. 4) Number of kilowatt hours marketed or sold at retail by customer class NUSCO ENERGY PARTNERS, INC. KWHS SOLD AT RETAIL (Unaudited) Fourth quarter Ended December 31, 1996* ------------ (Thousands of KWHs) Residential 8,171 Commercial 13,605 Industrial 1,458 ------------ 23,234 ============ *NUSCO Energy Partners, Inc. commenced operations on October 7, 1996. Pursuant to the Supplemental Order Authorizing Expansion of Marketing Activities of Nonutility Subsidiaries (HCAR. No. 26592; October 11, 1996, File No. 70-8825)(Supplemental Order). For the fourth quarter ended December 31, 1996, the activities to be reported pursuant to the Supplemental Order are as follows: 1) A description of the marketing activities undertaken during the quarter with a copy of any applicable state regulatory approval of the program under which such activities are conducted and/or any applicable energy tariff. During this quarter, the activities consisted of the marketing of energy in the New Hampshire retail competition program. There were no applicable state regulatory approvals. 2) 100% of the total revenues is attributable to energy sales. 3) The income statement and balance sheet are included above. Exhibits The following exhibits are filed herewith: A.1 Certificate of Incorporation of NUSCO Energy Partners, Inc. A.2 Bylaws of NUSCO Energy Partners, Inc. 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. /s/ John J. Roman Vice President and Controller Northeast Utilities P.O. Box 270 Hartford, CT 06141-0270 March 31, 1997 EX-3.1 2 CERT. OF INCORP. Exhibit A.1 CERTIFICATE OF INCORPORATION STOCK CORPORATION STATE OF CONNECTICUT SECRETARY OF THE STATE The undersigned incorporator(s) hereby form(s) a corporation under the Stock Corporation Act of the State of Connecticut: 1. The name of the corporation is: NUSCO Energy Partners, Inc. 2. The nature of the business to be transacted, or the purposes to be promoted or carried out by the corporation, are as follows: To engage in any lawful act or activity for which corporations may be formed under the Stock Corporation Act of the State of Connecticut. 3. The designation of each class of shares, the authorized number of shares of each such class, and the par value (if any) of each share thereof, are as follows: There shall be one class of capital stock, designated "Common Stock" and having a par value of $1.00 per share, of which 20,000 shares shall be authorized. 4. The terms, limitations and relative rights and preferences of each class of shares and series thereof (if any), or an express grant of authority to the board of directors pursuant to Section 33-341, 1959 Supp. Conn. G.S., are as follows: There is only one class of shares authorized, as described in item 3 above. 5. The minimum amount of stated capital with which the corporation shall commence business is: $1,000 dollars 6.(7)Other provisions Any action which under any provision of Ch. 599, Title 33 of the Connecticut General Statutes, Revision of 1958, as amended, may be taken at a meeting of shareholders may also be taken without a meeting, by consent, in writing, setting forth the action to be taken, signed by persons holding not less than a majority of the voting power of shares, or of the shares of any particular class entitled to vote thereon or to take such action, or their duly authorized attorneys, all in accordance with the terms and subject to the limitations imposed by Section 33-330 of the Connecticut General Statutes. Dated this 26th day of September 1996. I hereby declare, under the penalties of false statement, that the statements made in the foregoing certificate are true. This certificate of incorporation must be signed by each incorporator. NAME OF INCORPORATOR (Print or Type) 1. Tracy A. DeCredico SIGNED (Incorporator) 1. /s/Tracy A. DeCredico Tracy A. DeCredico Northeast Utilities Service Company 107 Selden Street Berlin, CT 06037 (Please provide filer's name and complete address for mailing receipt) CERTIFICATE AMENDING OR RESTATING CERTIFICATE OF INCORPORATION 61-38 Rev. 9/90 Stock Corporation STATE OF CONNECTICUT SECRETARY OF THE STATE 30 TRINITY STREET HARTFORD, CT 06106 1. Name of Corporation (Please enter name within lines) NUSCO Energy Partners, Inc. 2. The Certificate of Incorporation is: (Check one) X A. Amended only, pursuant to Conn., Gen. Stat. Section 33-360 B. Amended only, to cancel authorized shares (state number of shares to be canceled, the class, the series, if any, and the par value, P.A. 90-107.) C. Restated only, pursuant to Conn. Gen. Stat. Section 33-362(a) D. Amended and restated, pursuant to Conn. Gen. Stat. Section 33-362(c). E. Restated and superseded pursuant to Conn. Gen. Stat. Section 33-362(d). Set forth here the resolution of amendment and/or restatement. Use an 8 1/2 x 11 attached sheet if more space is needed. Conn. Gen. Stat. Section 1-9. See Attachment A. (If 2A or 2B is checked, go to 5 & 6 to complete this certificate. If 2C or 2D is checked, complete 3A or 3B. If 2E is checked, complete 4.) 3. (Check one) A. This certificate purports merely to restate but not to change the provisions of the original Certificate of Incorporation as supplemented and amended to date, and the provisions of this Restated Certificate of Incorporation (If 3A is checked, go to 5 & 6 to complete this certificate.) B. This Restated Certificate of Incorporation shall give effect to the amendment(s) and purports to restate all those provisions now in effect not being amended by such new amendment(s). (If 3B is checked, check 4, if true, and go to 5 & 6 to complete this Certificate.) 4. (Check, if true) This restated Certificate of Incorporation was adopted by the greatest vote which would have been required to amend any provision of the Certificate of Incorporation as in effect before such vote and supersedes such Certificate of Incorporation. 5. The manner of adopting the resolution was as follows: (Check one A, or B, or C) X A. By the board of directors and shareholders, pursuant to Conn. Gen. Stat. Section 33-360. Vote of Shareholders: (Check (i) or (ii), and check (iii) if applicable.) (i) X No shares are required to be voted as a class; the shareholder's vote was as follows: Vote Required for Adoption 67 Vote Favoring Adoption 100 (ii) There are shares of more than one class entitled to vote as a class. The designation of each class required for adoption of the resolution and the vote of each class in favor of adoption were as follows: (Use an 8 1/2 x 11 attached sheet if more space is needed. Conn. Gen. Stat. Section 1-9.) (iii) Check here if the corporation has 100 or more recordholders, as defined in Conn. Gen. Stat. Section 33-311a(a). B. By the board of directors acting alone, pursuant to Conn. Gen. Stat. Section 33-360(b)(2) or 33-362(a). The number of affirmative votes required to adopt such resolution is: The number of directors' votes in favor of the resolution was: We hereby declare, under the penalties of false statement, that the statements made in the foregoing certificate are true: (Print or Type) Name of President/Vice President John B. Keane Signature /s/John B. Keane (Print or Type) Name of Secretary/Assistant Secretary Mark A. Joyse Signature /s/Mark A. Joyse C. The corporation does not have any shareholders. The resolution was adopted by vote of at least two-thirds of the incorporators before the organization meeting of the corporation, and approved in writing by all subscribers for shares of the corporation. If there are not subscribers, state NONE below. We (at least two-thirds of the incorporators) hereby declare, under the penalties of false statement, that the statements made in the foregoing certificate are true. Signed Incorporator Signed Subscriber Signed Incorporator Signed Subscriber Signed Incorporator Signed Subscriber (Use an 8 1/2 x 11 attached sheet if more space is needed. Conn. Gen. Stat. Section 1-9) 6. Dated at Berlin, Connecticut this 26th of December, 1996 Rec, CC, GS: (Type or Print) /s/ Tracy A. DeCredico Northeast Utilities Service Company 107 Selden Street Berlin, CT 06037 Please provide filer's name and complete address for mailing receipt ATTACHMENT A RESOLVED, that a new Article is hereby added to the Company's Certificate of Incorporation as follows: ARTICLE. Effective January 1, 1997, the Company shall indemnify and advance expenses to an individual made a party to a proceeding because he/she is or was a Director of the Company under Section 33-771 of the Connecticut General Statutes, Revision of 1958, as amended. Effective January 1, 1997, the Company shall also indemnify and advance expenses under Sections 33-770 to 33-778, inclusive, of the Connecticut General Statutes, to any officer, employee or agent of the company who is not a director to the same extent as provided to a director. EX-3.2 3 BYLAWS Exhibit A.2 NUSCO ENERGY PARTNERS, INC. BY-LAWS Adopted October 7, 1996 Amended January 1, 1997 NUSCO ENERGY PARTNERS,INC. BY-LAWS ARTICLE I MEETINGS OF SHAREHOLDERS Section 1. Meetings of the shareholders may be held at such place either within or without the State of Connecticut as may be designated by the Board of Directors. Section 2. The Annual Meeting of Shareholders for the election of Directors and the transaction of such other business as may properly be brought before the meeting shall be held in March, April, May, June or July in each year on the day and at the hour designated by the Board of Directors. Section 3. Notice of all meetings of shareholders, stating the day, hour and place thereof, shall be given by a written or printed notice, delivered or sent by mail, at least ten days but not more than fifty days prior to the meeting, to each shareholder of record on the books of the Company and entitled to vote at such meeting, at the address appearing on such books, unless such shareholder shall waive notice or be in attendance at the meeting. Notice of a special meeting of shareholders shall state also the general purpose or purposes of such meeting and no business other than that of which notice has been so given shall be transacted at such meeting. Section 4. At all meetings of shareholders each share of common stock entitled to vote, and represented in person or by proxy, shall be entitled to one vote. Section 5. The Board of Directors may fix a date as the record date for the purpose of determining shareholders entitled to notice of and to vote at any meeting of shareholders or any adjournment thereof, such date in any case to be not earlier than the date such action is taken by the Board of Directors and not more than seventy days and not less than ten days immediately preceding the date of such meeting. In such case only such shareholders or their legal representatives as shall be shareholders on the record date so fixed shall be entitled to such notice and to vote at such meeting or any adjournment thereof, notwithstanding the transfer of any shares of stock on the books of the Company after any such record date so fixed. ARTICLE II DIRECTORS Section 1. The business, property and affairs of the Company shall be managed by a Board of not less than three nor more than sixteen Directors. Notwithstanding the foregoing, the business, property and affairs of the Company shall be managed by a Board of one Director, if only one Director has been elected and qualified, provided there is only one shareholder of the Company at such time. Within these limits, the number of positions on the Board of Directors for any year shall be the number fixed by resolution of the shareholders or of the Board of Directors, or, in the absence of such a resolution, shall be the number of Directors elected at the preceding Annual Meeting of Shareholders. The Directors so elected shall continue in office until their successors have been elected and qualified, except that a Director shall cease to be in office upon his death, resignation, lawful removal or court order decreeing that he is no longer a Director in office. Section 2. The Board of Directors shall have power to fill vacancies that may occur in the Board, or any other office, by death, resignation or otherwise, by a majority vote of the remaining members of the Board, and the person so chosen shall hold the office until the next Annual Meeting of Shareholders and until his successor shall be elected and qualified. Section 3. The Board of Directors shall have power to employ such and so many agents and factors or employees as the interests of the Company may require, and to fix the compensation and define the duties of all of the officers, agents, factors and employees of the Company. All the officers, agents, factors and employees of the Company shall be subject to the order of said Board, shall hold their offices at the pleasure of said Board, and may be removed at any time by said Board at its discretion. Section 4. The Board of Directors shall have power to fix from time to time the compensation of the Directors and the method of payment thereof. Section 5. Any one or more Directors may be removed from office at any time with or without any showing of cause by affirmative vote of the holders of a majority of the Company's issued and outstanding shares entitled to vote. ARTICLE III MEETINGS OF DIRECTORS Section 1. A regular meeting of the Board of Directors shall be held annually, without notice, directly following the Annual Meeting of Shareholders, for the election of officers and the transaction of other business. Section 2. All other regular meetings of the Board of Directors may be held at such time and place as the Board may from time to time determine and fix by resolution. Special meetings of the Board may be held at any place upon call of the Chairman (if there be one) or the President, or, in the event of the absence or inability of either to act, of a Vice President, or upon call of any three or more directors. Section 3. Oral or written notice of the time and place of each special meeting of the Board of Directors shall be given to each director personally or by telephone, or by mail or telegraph at his last-known post office address, at least twenty-four hours prior to the time of the meeting; provided that any director may waive such notice in writing or by telegraph or by attendance at such meeting. Section 4. One-third of the directorships as fixed in accordance with Article II, Section 1 of these By-Laws shall constitute a quorum, except (subject to the provisions of Article III, Section 3) that no quorum shall consist of less than two Directors. Notwithstanding the foregoing, a quorum shall consist of one Director if only one Director has been elected and qualified, provided there is only one shareholder of the Company at such time. A number less than a quorum may adjourn from time to time until a quorum is present. In the event of such an adjournment, notice of the adjourned meeting shall be given to all Directors. Section 5. Except as otherwise provided by these By-Laws, the act of a majority of the Directors present at a meeting at which a quorum is present at the time of the act shall be the act of the Board of Directors. Section 6. Any resolution in writing concerning action to be taken by the Company, which resolution is approved and signed by all of the Directors, severally or collectively, whose number shall constitute a quorum for such action, shall have the same force and effect as if such action were authorized at a meeting of the Board of Directors duly called and held for that purpose, and such resolution, together with the Directors' written approval thereof, shall be recorded by the Secretary in the minute book of the Company. Section 7. A Director or a member of a committee of the Board of Directors may participate in a meeting of the Board of Directors or of such committee by means of conference telephone or similar communications equipment enabling all Directors participating in the meeting to hear one another, and participation in a meeting in such manner shall constitute presence in person at such meeting. ARTICLE IV OFFICERS Section 1. At its annual meeting the Board of Directors shall elect a President, a Secretary, a Treasurer and, if the Board shall so determine, a Chairman, each of whom shall, subject to the provisions of Article IV, Section 3, hold office until the next annual election of officers and until his successor shall have been elected and qualified. Any two or more offices may be held by the same person except that the offices of the President and Secretary may not be simultaneously held by the same person. The Board shall also elect at such annual meeting, and may elect at any regular or special meeting, such other officers as may be required for the prompt and orderly transaction of the business of the Company, and each such officer shall have such authority and shall perform such duties as may be assigned to him from time to time by the Board of Directors. Any vacancy occurring in any office may be filled at any regular meeting of the Board or at any special meeting of the Board held for that purpose. Section 2. In addition to such powers and duties as these By-Laws and the Board of Directors may prescribe, and except as may be otherwise provided by the Board, each officer shall have the powers and perform the duties which by law and general usage appertain to his particular office. Section 3. Any officer may be removed, with or without cause, at any time by the Board in its discretion. Vacancies among the officers by reason of death, resignation, removal (with or without cause) or other reason shall be filled by the Board of Directors. ARTICLE V CHAIRMAN Section 1. The Chairman, if such office shall be filled by the Directors, shall, when present, preside at all meetings of said Board and of the shareholders. He shall have such other authority and shall perform such additional duties as may be assigned to him from time to time by the Board of Directors. ARTICLE VI PRESIDENT Section 1. The President shall be the chief executive officer of the Company and shall be responsible for the general supervision, direction and control of the business and affairs of the Company. If the Chairman shall be absent or unable to perform the duties of his office, or if the office of the Chairman shall not have been filled by the Directors, the President shall preside at meetings of the Board of Directors and of the stockholders. He shall have such other authority and shall perform such additional duties as may be assigned to him from time to time by the Board of Directors. ARTICLE VII SECRETARY Section 1. The Secretary shall keep the minutes of all meetings of the shareholders and of the Board of Directors. He shall give notice of all meetings of the shareholders and of said Board. He shall record all votes taken at such meetings. He shall be custodian of all contracts, leases, assignments, deeds and other instruments in writing and documents not properly belonging to the office of the Treasurer, and shall perform such additional duties as may be assigned to him from time to time by the Board of Directors, the Chairman, the President or by law. Section 2. The Secretary shall have the custody of the Corporate Seal of the Company and shall affix the same to all instruments requiring a seal except as otherwise provided in these By-Laws. ARTICLE VIII ASSISTANT SECRETARIES Section 1. One or more Assistant Secretaries shall perform the duties of the Secretary if the Secretary shall be absent or unable to perform the duties of his office. The Assistant Secretaries shall perform such additional duties as may be assigned to them from time to time by the Board of Directors, the Chairman, the President or the Secretary. ARTICLE IX TREASURER Section 1. The Treasurer shall have charge of all receipts and disbursements of the Company, and shall be the custodian of the Company's funds. He shall have full authority to receive and give receipts for all moneys due and payable to the Company from any source whatever, and give full discharge for the same, and to endorse checks, drafts and warrants in its name and on its behalf. He shall sign all checks, notes, drafts and similar instruments, except as otherwise provided for the Board of Directors. Section 2. The Treasurer shall perform such additional duties as may be assigned to him from time to time by the Board of Directors, the Chairman, the President or by law. ARTICLE X ASSISTANT TREASURERS Section 1. One or more Assistant Treasurers shall perform the duties of the Treasurer if the Treasurer shall be absent or unable to perform the duties of his office. The Assistant Treasurers shall perform such additional duties as may assigned to them form time to time by the Board of Directors, the Chairman, the President or the Treasurer. ARTICLE XI COMMITTEES Section 1. The Board of Directors may designate two or more Directors to constitute an executive committee or other committees, which committees shall have and may exercise all such authority of the Board of Directors as shall be provided in such resolution. At the time of such appointment, the Board of Directors may also appoint, in respect to each member of any such committee, another Director to serve as his alternate at any meeting of such committee which such member is unable to attend. Each alternate shall have, during his attendance at a meeting of such committee, all the rights and obligations of a regular member thereof. Any vacancy on any such committee or among alternate members thereof may be filled by the Board of Directors. ARTICLE XII STOCK CERTIFICATES Section 1. All stock certificates may bear the facsimile signatures of the President or any Vice President and the Treasurer or any Assistant Treasurer and a facsimile seal of the Company, or may be signed by the President or any Vice President and the Treasurer or any Assistant Treasurer or the Secretary or any Assistant Secretary, and may be sealed by any one of such officers. ARTICLE XIII CORPORATE SEAL Section 1. The corporate seal of the Company shall be circular in form with the name of the Company inscribed therein. ARTICLE XIV AMENDMENTS Section 1. These by-laws may be altered, amended, added to or repealed from time to time by an affirmative vote of the holders of a majority of the voting power of shares entitled to vote thereon at any meeting of the shareholders called for the purpose or by an affirmative vote of Directors holding a majority of the number of directorships at any meeting of the Board of Directors called for the purpose. -----END PRIVACY-ENHANCED MESSAGE-----