-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, bhYmoIktnhmlvHN/i8JarIzysISSMdxR8ccPz4BQ1qwWzbH81NWMTD09b8Y2B0KJ 8M7Y7SzrHUJq4NVP3aR9MA== 0000898080-94-000076.txt : 19941028 0000898080-94-000076.hdr.sgml : 19941028 ACCESSION NUMBER: 0000898080-94-000076 CONFORMED SUBMISSION TYPE: U-1 PUBLIC DOCUMENT COUNT: 15 FILED AS OF DATE: 19941027 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: NORTHEAST UTILITIES CENTRAL INDEX KEY: 0000072741 STANDARD INDUSTRIAL CLASSIFICATION: 4911 IRS NUMBER: 042147929 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: U-1 SEC ACT: 1935 Act SEC FILE NUMBER: 070-08507 FILM NUMBER: 94555374 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 U-1 1 APPLICATION ON FORM U-1 File No. 70- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ____________________________________________________ FORM U-1 APPLICATION AND DECLARATION UNDER THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 ____________________________________________________ NORTHEAST UTILITIES 174 Brush Hill Avenue West Springfield, Massachusetts 01089 CHARTER OAK ENERGY, INC. COE DEVELOPMENT CORPORATION 107 Selden Street Berlin, CT 06037-1616 _____________________________________________________ (Name of company filing this statement and address of principal executive offices) NORTHEAST UTILITIES _____________________________________ (Name of top registered holding company parent of each applicant or declarant) Jeffrey C. Miller, Esq. Assistant General Counsel NORTHEAST UTILITIES SERVICE COMPANY P.O. Box 270 Hartford, Connecticut 06141-0270 ________________________________________ (Name and address of agent for service) The Commission is requested to mail copies of all orders, notices and communications to: Mark Malaspina, Esq. William S. Lamb, Esq. Charter Oak Energy, Inc. LeBoeuf, Lamb, Greene & MacRae 34 Hopmeadow Street L.L.P. P.O. Box 576 125 W. 55th Street Simsbury, CT 06070-0576 New York, New York 10019-4513 Northeast Utilities ("NU"), West Springfield, Massachusetts, a registered holding company, and its wholly owned subsidiaries, Charter Oak Energy, Inc. ("Charter Oak") and COE Development Corporation ("COE Development"), both located in Berlin, Connecticut, (collectively, the "Applicants") hereby file this Application and Declaration on Form U-1 under Sections 6(a), 7, 9(a), 10, 12(b) and 33 of the Public Utility Holding Company Act of 1935 (the "Act") and Rules 45 and 53 thereunder, for the purpose of obtaining a two year extension, and modification, of authority for Charter Oak and COE Development to continue to engage in the power development activities authorized in the Securities and Exchange Commission's (the "Commission") order dated December 30, 1992 (HCAR. 25726; File No. 70-8062) (the "December 1992 Order"), as amended on January 24, 1994 (HCAR. 25977; File No. 70-8062) (the "January 1994 Order"), September 2, 1994 (HCAR. 26116; File No. 70-8062) (the "September 2, 1994 Order"), and September 30, 1994 (HCAR 26134; File No. 70-8062) (the "September 30, 1994 Order"). The Applicants seek to modify this authority to set the aggregate amount that NU is authorized to invest in Charter Oak, Charter Oak is authorized to invest in COE Development and Charter Oak and COE Development are authorized to spend on authorized power development activities, at $200 million for the period from January 1, 1995 through December 31, 1996. The Applicants also request authority (1) for Intermediate Companies (as defined below) to acquire interests in, finance the acquisition and hold the securities of exempt wholesale generators, as defined by Section 32 of the Act ("EWGs"), and foreign utility companies, as defined by Section 33 of the Act ("FUCOs"), through the issuance of equity securities and debt securities to third parties; (2) for Intermediate Companies to make partial sales of Exempt Projects (as defined below), and for the Applicants to participate in joint ventures engaged exclusively in Exempt Project activities and to dissolve Intermediate Companies under specified circumstances; and (3) for Charter Oak's employees and employees of other NU service companies to provide a de minimis amount of services to affiliated EWGs (both foreign and domestic) and FUCOs. Item 1. DESCRIPTION OF PROPOSED TRANSACTIONS A. Description of Charter Oak Charter Oak was organized by NU pursuant to the Commission's order dated May 17, 1989 (HCAR. 24893; File No. 70- 8062) to invest and participate in qualifying cogeneration and small power production facilities as defined in the Public Utility Regulatory Policies Act of 1978 ("QFs") for the four year period through December 31, 1992. By order dated January 28, 1992 (HCAR. 7545; File No. 70-8062), the Commission expanded Charter Oak's authorized activities to include preliminary development and pre-investment activities related to independent power production facilities. Pursuant to the December 1992 Order as amended by the January 1994 Order, the September 2, 1994 Order and the September 30, 1994 Order, as well as an order issued on December 29, 1992 (HCAR. 25721; File No. 70-8064), Charter Oak and COE Development are presently authorized to pursue preliminary development activities with regard to investment and participation in QFs throughout the United States, EWGs, FUCOs and independent power production facilities that would constitute a part of NU's "integrated public utility system" within the meaning of Section 2(a)(29)(A) of the Act ("Qualified IPPs") and to provide consulting services to such projects. Charter Oak and COE Development may invest in QFs and Qualified IPPs after obtaining Commission approval and may invest in, and finance the acquisition of, EWGs and FUCOs without prior Commission approval subject to certain limitations ("Exempt Projects"). In addition, the Applicants also have authority to issue guarantees and assume the liabilities of subsidiary companies for pre-development activities, and contingent liabilities subsequent to operation with regard to Exempt Projects. The Applicants also have been authorized to acquire interests in, and finance the acquisition, and hold the securities of, one or more companies ("Intermediate Companies") engaged directly or indirectly and exclusively in the business of holding the securities of one or more EWGs and/or FUCOs without filing specific project applications with the Commission, and to issue guarantees and assume liabilities subsequent to operation with regard to those projects. The current authorization permits NU to invest, and Charter Oak to spend, up to an aggregate amount of $100 million through December 31, 1994 to finance these activities, subject to certain restrictions. Specifically, NU's investment in Charter Oak, and Charter Oak's investment in COE Development, Exempt Projects or Intermediate Companies may take the form of acquisitions of common stock, capital contributions, open account advances, and/or subordinated loans (collectively, "Investments"). Open account advances or subordinated loans bear interest at a rate based on NU's cost of funds in effect on the date of issue, but in no case in excess of the prime rate at a bank designated by NU. Charter Oak may also obtain debt financing from unaffiliated third parties, anticipated to be banks, insurance companies, and other institutional investors ("Debt Financing"), as long as the total of all Investments together with any Debt Financing does not exceed the total funding authorization of Charter Oak. The Debt Financing may not exceed a term of 15 years or bear a floating interest rate in excess of 125% of the prime rate in effect at the time of issuance or a fixed interest rate more than 350 basis points above that borne by U.S. Treasury securities of comparable maturities. The Debt Financing may require a guarantee by NU. Any Debt Financing backed by NU's guarantee is ____________________ Since the Debt Financing is included within the total funding authorization for Charter Oak, any guarantee by NU is not counted towards the total funding authorization limitation. limited to a term of 15 years and is at an interest rate not in excess of the prime rate in effect on the date of the issue at a bank designated by NU from among the major lenders to the companies in the NU system. Charter Oak may also pay commitment and other fees not to exceed 25 basis point per annum on the total amount of the Debt Financing. The Applicants' authority with regard to the issuance of guarantees and assumptions of liability is also subject to limitations. Guarantees and assumptions of liability made for projects requiring prior Commission approval are presently limited to preliminary development activities and, absent additional Commission approval, may not involve guarantees relating to construction financing or permanent financing. The total value of such guarantees and assumptions of liability issued pursuant to existing authority and outstanding at any time may not presently exceed $20 million. The term of any such guarantee or assumption of liability may not exceed five years. Until such time as there is no possibility of a claim against Charter Oak or NU, the full contingent amount of any guarantees or assumptions of liabilities count as part of the authorized development activities limit. The full contingent amount of guarantees and assumptions of liability made for preliminary development activities as well as development activities for Exempt Projects also count as part of the authorized development activities limit requested herein. B. Charter Oak's Preliminary Investment and Development Activities As authorized by the December 1990 Order, the January 1994 Order, the September 2, 1994 Order and the September 30, 1994 Order, Charter Oak's preliminary development activities with regard to QF, Qualified IPP and Exempt Project projects (collectively, "Authorized Power Projects") have included investigation of sites, preliminary engineering and licensing activities, acquiring options and rights, contract drafting and negotiating, preparation of proposals, forming subsidiaries to acquire interests in authorized or exempt projects and other necessary activities to identify and analyze feasible investment opportunities and to initiate commercialization of a project. Authorized administrative activities have included ongoing personnel, accounting, engineering, legal, financial and other support activities necessary for Charter Oak to manage its development activities relating to Authorized Power Projects. Pursuant to Commission authorization in the December 1992 Order, the January 1994 Order, the September 2, 1994 Order and the September 30, 1994 Order, Charter Oak has undertaken preliminary development activities relating to Authorized Power Projects on its own and in conjunction with third parties unaffiliated with Charter Oak and its affiliates. 1. Independent Activities Charter Oak has analyzed and evaluated a variety of potential Authorized Power Projects using its own personnel and resources. One example of the independent activities undertaken by Charter Oak is its investment, made through a special purpose subsidiary Charter Oak (Paris) Inc., in a 220MW gas-fired cogeneration facility in Paris, Texas. Charter Oak's investment in this project was authorized by the Commission in an order dated May 17, 1989 (HCAR. 24839) To date, the Paris, Texas project is Charter Oak's only independently-pursued project which has commenced commercial operations. However, Charter Oak is involved in several project development opportunities in various stages of development and anticipates that during the next two years it may make equity investments, and where necessary seek Commission authorization for such investments, in one or more of such projects. 2. Cooperative Efforts In addition to its own independent development efforts, Charter Oak participates in several informal and unincorporated consortia that attempt to identify, analyze and make available for development by participants who so elect, development opportunities in the independent power business. Typical consortia include as principal potential investors one or more affiliated IPP development subsidiaries of investor-owned electric utilities, such as Charter Oak, and as the initiator and lead participant one or more consultants or developers with skills and experience in one or more niches in the independent power business. The consultants or developers are typically selected for specific development skills or experience, such as knowledge of a particular fuel source, possession of advantageous relationships in a particular geographic region or specialized skills in a particular phase of development (such as "greenfield" developers or operator developers), or a particular power generation technology. By its participation in these informal and unincorporated consortia, Charter Oak intends to diversify its risk, access skills and relationships that it cannot expect to have on its own, and access more of a diversity of projects than it could if it concentrated on developing projects by itself. Typically, the utility affiliates that participate in these consortia commit a specified level of funds to support the exploratory and preliminary development activities of the active developer(s) participating in the consortium. Their participation entitles (but does not obligate) the utility affiliates to participate further in additional development activities for development opportunities that are identified by the active developer and evaluated as favorable by the utility affiliates like Charter Oak. While these rights and obligations are exclusive within the scope specified in the contracts for each consortium, the utility affiliates and the developers retain the right to independently pursue other development opportunities outside the consortium's scope. While the active developer generally has the lead responsibility for identifying and analyzing potential development opportunities, each such developer also looks to the utility affiliates, such as Charter Oak, for their talent and expertise in certain aspects of the development process. Consequently, the expectation is that each participant will be actively involved in development activities, particularly once specific attractive development opportunities have been identified and a utility affiliate has elected to participate in the further development of that opportunity. To date, the consortia in which Charter Oak participates have identified several development opportunities in which Charter Oak has elected to participate further in the preliminary development phase and NU and Charter Oak have made further investments in one such project. Pursuant to the Commission's order dated September 24, 1993 (HCAR 25891; File No. 70-8084), Charter Oak has purchased an interest in two non- utility subsidiaries that own an interest in a foreign utility company (Encoe Partners) in the United Kingdom. The remaining interests in Encoe Partners are held by subsidiaries of Enron Europe Limited. 3. COE Development Corporation Pursuant to the Commission's order dated October 16, 1992 (HCAR. 25655; File No. 70-7966), Charter Oak formed COE Development Corporation and assigned its interests in all then- pending preliminary development work associated with QF and Qualified IPP projects to COE Development. Since that time, most of the new preliminary development work that Charter Oak has undertaken has been through COE Development. As some of the Authorized Power Project preliminary development activities funded by COE Development result in Authorized Power Projects that merit further active development, Charter Oak and COE Development may form and finance, and to the extent necessary request Commission authorization to so form and finance, new first tier subsidiaries of Charter Oak to participate in subsequent stages of development and ownership of such Authorized Power Projects. Following the formation of such a subsidiary, COE Development will transfer its interests in the maturing Authorized Power Project to the new first tier subsidiary of Charter Oak, which would carry forward the development of such maturing Authorized Power Project. NU and Charter Oak do not currently contemplate that COE Development would have any subsidiaries of its own. C. Request for Extension of Authority NU and Charter Oak request that the Commission extend the authority for the activities of Charter Oak for a period of two years from the expiration of its present authorization in the December 1992 Order, as amended. Accordingly, NU and Charter Oak seek authorization for Charter Oak and its subsidiaries to continue operating from January 1, 1995 to December 31, 1996. NU and Charter Oak are seeking this extension to preserve the value that is inherent in the preliminary development work that has been undertaken by Charter Oak and its subsidiaries over the past six years. In order to preserve that value, Charter Oak must preserve its rights to make equity investments in the projects it currently has under development when the opportunities arise. It can preserve those rights only by continuing to participate in the funding of the preliminary development budgets for the Authorized Power Projects in which it is now involved. The two year authorization request is based on the assessment by NU and Charter Oak that a number of projects presently under preliminary development are likely to come to fruition in the next two years. The prospect that several Authorized Power Projects now under preliminary development are likely to proceed to full-scale development on such investments by Charter Oak, have brought Charter Oak and NU to the conclusion that the continued operation of Charter Oak, and continued funding by NU, are likely to produce a satisfactory financial return in the power development business with a diversified group of power generation investments. D. Request for Authorization Regarding Investments and Expenditures NU and Charter Oak would like the Commission to modify the present financing structure between NU and Charter Oak to increase Charter Oak's funding authorization to $200 million for the two year period from January 1, 1995 through December 31, 1996. By utilizing up to $200 million in funding over the next two years, NU and Charter Oak will be able to maintain their present level of involvement in preliminary development, development and administrative activities and make the necessary equity investments. NU and Charter Oak are seeking to increase the investment and spending limit to $200 million, based on Charter Oak's projection that its 1995-96 administrative, pre- development, development and equity investment expenses will be approximately $92 million. The remainder may be used for financial guarantees as authorized. (A statement of estimated expenditures for 1995-96 is attached as Exhibit H-1.) Accordingly, NU and Charter Oak request authorization to increase the limitation on NU's investment in Charter Oak and Charter Oak's authorized investment in COE Development, and Charter Oak's and COE Development's expenditures over the two year period, to $200 million from the $100 million presently authorized. The Debt Financing which Charter Oak may obtain pursuant to this authorization may not exceed a term of 15 years or bear a floating interest rate in excess of 6.5% over the then applicable prime rate (the "Applicable Prime Rate") at a U.S. money center bank to be designated by NU. Similarly, any Debt Financing backed by NU's guarantee will be limited to a term of 15 ____________________ Since the Debt Financing is included within the total funding authorization for Charter Oak, any guarantee by NU is not counted towards the total funding authorization limitation. years and will be at an interest rate not to exceed 6.5% over the Applicable Prime Rate. Charter Oak also requests authority for itself and its subsidiaries to make loans (on either a recourse or non-recourse basis) to unaffiliated developers of Authorized Power Projects as part of its financing of the acquisition of interests in Authorized Power Projects. The developer of an Authorized Power Project frequently receives an interest in the Authorized Power Project at issue as part of its compensation. Charter Oak believes it will benefit from the opportunity to become involved in Authorized Power Projects through loans to such developers which are used to purchase the developer's interest in the Authorized Power Project. If Charter Oak (or its subsidiaries) makes any loan to such a developer, the full outstanding amount of such loans shall count against the overall $200 million funding authorization for Charter Oak. At June 30, 1994, the NU system's consolidated total capitalization, stockholders' equity and retained earnings were $6,809,531,000, $2,280,170,000 and $927,032,000, respectively. The funding authorization sought herein is for up to $200 million total authorization for the two years, which as a percentage of the NU system's consolidated total capitalization, stockholders' equity and retained earnings at June 30, 1994 would be 2.9%, 8.8% and 21.6%, respectively. NU has invested approximately $25 million in Charter Oak to date and expects to invest approximately an additional $5 million by year end. Charter Oak currently has $2.3 million invested in one qualifying cogeneration facility in Texas and approximately $6.6 million invested in a foreign utility company in the United Kingdom. The balance of NU's investment is largely represented by capitalized or written down development costs. Accordingly, the Applicants have adequate assets to make the potential investment and expenditures without endangering the financial health of the registered holding company system or the system's operating public utility companies. Furthermore, only investments in and financings related to Exempt Projects and Intermediate Companies would be made pursuant to the requested general authority and all other investments and financings would be submitted to the Commission for prior approval. E. Request for Authorization for Financing by Intermediate Companies Approval is also requested for any Intermediate Company to issue equity securities and debt securities, with or without recourse to the Applicants, to persons other than the Applicants including banks, insurance companies, and other financial institutions, exclusively for the purpose of financing (including any refinancing of) investments in Exempt Projects. The Intermediate Companies' investments in Exempt Projects may take the form of acquisitions of common stock, capital contributions, open account advances, and/or subordinated loans, provided that such open account advances or subordinated loans will bear interest at a rate based on NU's cost of funds in effect on the date of issue, but in no case in excess of the prime rate at bank designated by NU. Securities issued by Intermediate Companies pursuant to an order resulting from this request may be issued in one or more transactions from time to time through December 31, 1996. It is proposed that the aggregate principal amount of recourse debt securities issued by Intermediate Companies to persons other than the Applicants will not exceed $150 million at any one time outstanding, provided that no more than $100 million principal amount of such debt securities at any time outstanding may be denominated in (i.e., evidence borrowings in) currencies other than U.S. dollars, and the respective limitations for non- recourse debt securities will be not more than $600 million outstanding at any one time and not more than $400 million denominated in currencies other than U.S. dollars. The recourse to the Applicants will be in the form of the guarantees and assumptions of liability and will be included within the Applicants overall investment authorization limit. In any case in which the Applicants directly or indirectly own less than all of the equity interests of an Intermediate Company, only that portion of the recourse or non-recourse indebtedness of such Intermediate Company equal to the Applicants' equity ownership percentage shall be included for purposes of the foregoing limitations. Equity securities issued by any Intermediate Company to a person other than the Applicants may include capital shares, partnership interests, trust certificates, or the equivalent of any of the foregoing under applicable foreign law. Debt securities issued to persons other than the Applicants may include secured and unsecured promissory notes, subordinated notes, bonds, or other evidence of indebtedness. Securities issued by Intermediate Companies may be denominated in either U.S. dollars or foreign currencies. The Applicants state that the amount and type of such securities, and the terms thereof, including (in the case of any indebtedness) interest rate, maturity, prepayment or redemption privileges, and the forms of any collateral security granted with respect thereto, would be negotiated on a case by case basis, taking into account differences from project to project in optimum debt-equity ratios, projections of earnings and cash flow, depreciation lives, and other similar financial and performance characteristics of each project. Accordingly, the Applicants propose that they have the flexibility to negotiate the terms and conditions of such securities without further approval by the Commission. Notwithstanding the foregoing, the Applicants state that no equity security having a stated par value would be issued or sold by an Intermediate Company for a consideration that is less than such par value; and that any note, bond or other evidence of indebtedness issued or sold by any Intermediate Company will mature not later than 30 years from the date of issuance thereof, and will bear interest at a rate not to exceed the following: (i) if such note, bond or other indebtedness is U.S. dollar denominated, at a fixed rate not to exceed 6.5% over the yield to maturity on an activity traded, non-callable, U.S. Treasury note having a maturity equal to the average life of such note, bond or other indebtedness (the "Applicable Treasury Rate"), or at a floating rate not to exceed 6.5% over the ____________________ If there is no actively traded Treasury note with a maturity equal to the average life of such note, bond or other evidence of indebtedness, then the Applicable Treasury Rate would be determined by interpolating linearly with reference to the yields to maturity on actively traded, non-callable, Treasury notes having maturities near (i.e., both shorter and longer than) such average life. Applicable Prime Rate; and (ii) if such note, bond or other indebtedness is denominated in the currency of a country other than the United States, at a fixed or floating rate which, when adjusted (i.e., reduced) for the excess, if any, of the prevailing rate of inflation in such country over the then prevailing rate of inflation in the United States, as reported in official indices published by such country and the U.S. government, would be equivalent to a rate on a U.S. dollar denominated borrowing of identical average life that does not exceed 10% over the Applicable Treasury Rate (interpolated if necessary) or Applicable Prime Rate, as the case may be. In connection with the issuance of any debt securities by any Intermediate Company, it is anticipated that such Intermediate Company may grant security in its assets. Such security interest may take the form of a pledge of the shares or other equity securities of an Exempt Project that it owns, including a security interest in any distributions from any such Exempt Project, and/or a collateral assignment of its rights under and interests in other property, including rights under contracts. It is also anticipated that fees in the form of placement or commitment fees, or other similar fees, would be paid to lenders, placement agents, or others in connection with the issuance of any such debt securities. The Applicants request authority for any Intermediate Company to agree in any case to pay placement or commitment fees and other similar fees, in connection with any borrowing, provided that the effective annual interest charge on any indebtedness evidencing such borrowing is not greater than 115% of the stated interest rate thereon. In connection with investments in Exempt Projects, it is typical that a portion of the capital requirements of any such Exempt Project would be obtained through recourse or non-recourse financing involving borrowings from banks and other financial institutions. In some cases, however, it may be ____________________ Such Exempt Project recourse financings would take the form of assumptions of liability and guarantees which the Applicants currently have authority to issue. necessary or desirable to structure an investment in an Exempt Project such that the obligations created are not those of the Exempt Project, but instead those of its parent companies. For example, in a consortium of non-affiliated companies bidding to purchase the securities or assets of an EWG or FUCO, each of the consortium members would be obligated to fund its respective share of the proposed purchase price. If external sources of funds are needed for this purpose, a participant in the consortium may choose to engage in recourse or non-recourse financing through one or more single-purpose subsidiaries that would then utilize the proceeds of the financing to acquire an ownership interest in the Exempt Project. The Applicants believe that external financing by any Intermediate Company involves the same issues that are involved when the financing is carried out by an Exempt Project, in terms of the potential adverse impacts upon the financial integrity of a registered holding company system. Accordingly, where the proceeds of any such financing (including any refinancing) are utilized to make an investment in any Exempt Project, and there is either no recourse directly or indirectly to the Applicants with respect to the securities issued or sold, or the amount for which there is recourse constitutes a part of the Applicants overall investment authorization limit as would a guarantee issued in connection with financings carried out directly by an Exempt Project, there is no basis for any adverse findings under Section 6, 7 and 12 of the Act, provided that, at the time of the issuance thereof, the Applicants are in compliance with Rule 53. F. Request Regarding Activities Related to Intermediate Companies In order to maintain flexibility with regard to Intermediate Company and Exempt Project activities, the Applicants request authorization for Intermediate Companies to effect adjustments in the respective ownership interests in any Exempt Project held by the Applicants and unaffiliated co- investors and to facilitate a partial sale of an interest in any such Exempt Project. The Applicants also request authority to participate directly or through Intermediate Companies in joint ventures with non-associates which joint ventures are in the business of researching investment opportunities in, and owning and developing Exempt Projects. The Applicants may acquire interests in Intermediate Companies prior to such Intermediate Companies acquiring their interests in Exempt Projects as long as such Intermediate Companies engage and will engage in the business of holding the securities of Exempt Projects. In addition, the Applicants request authority to liquidate, dissolve or sell any Intermediate Company within 45 days after the Applicants determine that the purpose for owning such Intermediate Company no longer exists unless the Applicants determine that such Intermediate Company may be used in connection with a proposal or plan to develop or acquire an interest in a different Exempt Project. G. Request for Authorization for the Provisions of Services The Applicants request authorization for Charter Oak employees (who are employees of Northeast Utilities Service Company) or other NU Service Company employees (collectively, "Service Company Employees") to provide a de minimis amount of services to affiliated Intermediate Companies and EWGs (both foreign and domestic) as well as FUCOs, subject to the limitations set forth herein. The Applicants are not requesting approval for the use of system operating company employees for the rendering of services to affiliated Intermediate Companies, EWGs and FUCOs, and no such use of employees will occur without prior Commission approval unless expressly permitted under the Act. Moreover, there will be no diversion of NU system personnel or resources that would adversely affect any operating company's domestic ratepayers or NU's shareholders. The services to be rendered to affiliated Intermediate Companies, EWGs and FUCOs by Service Company Employees pursuant to this request include: management, administrative, legal, tax, and financing advice, accounting, engineering consulting, software development and language skills. The provision of these services are desirable because the Applicants believe that the provision of such necessary services by Service Company Employees is a more practical and economically efficient alternative to having Charter Oak and COE Development retain the required expertise on a full-time basis. It is also an opportunity for Service Company Employees to increase and expand their expertise for the benefit of all system companies. Unless otherwise authorized by the Commission or expressly permitted under the Act, the total number of Service Company Employees engaged in rendering such services will not exceed, in the aggregate, 0.5% of the total NU holding company system's employees and no more than 1% of the total of Service Company Employees at any one time. In addition, unless otherwise authorized by the Commission or expressly permitted under the Act, the provision of services to affiliated domestic EWGs and Intermediate Companies will be made on an at cost basis pursuant to the requirements of Section 13(b) and Rules 90 and 91 of the Act. The Applicants hereby request authority in accordance with Section 13 and Rule 83 of the Act to provide such services at market rates to affiliated foreign EWGs, Foreign Intermediate Companies and FUCOs, which are companies that do not derive, directly or indirectly, any material part of their income from sources within the United States and are not public utility companies operating in the United States. Charter Oak will include information on the type, cost and income earned in connection with any services authorized by an order pursuant to this request in the annual report it currently files with the Commission. H. Retained Earnings Tests of Rule 53(a)(1) and 53(b)(2) As described above, this Application requests approval for up to $200 million in investments by the NU system in Intermediate Companies, Exempt Projects and certain other independent power projects. Pursuant to the request the maximum aggregate investment in EWGs, FUCOs and Intermediate Companies by the NU system, would be no more than $230 million, which is well below fifty percent of the NU system's consolidated retained earnings as of June 30, 1994. Accordingly, this level of investment does not present a risk of substantial adverse impact as described in Sections 32 and 33 of the Act and Rule 53(a)(1). In addition, because the Applicants' total authorized investment in EWGs, FUCOs, Intermediate Companies and other power projects does not exceed more than two percent of the total capital invested in utility operations, there cannot be an exclusion under Rule 53(b)(2) from the safe harbor. I. Bankruptcy Exclusion of Rule 53(b)(1) Neither the Applicants nor any other members of the NU registered holding company system have been the subject of a bankruptcy or similar proceeding while a part of the NU system. Public Service Company of New Hampshire entered into bankruptcy proceedings before it was acquired by Northeast Utilities in June, 1992. Public Service Company of New Hampshire's plan of reorganization was confirmed by the bankruptcy court on April 20, 1990. J. Operating Loss Limitations of Rule 53(b)(3) The companies in the U.K. in which Charter Oak invested do not have any losses attributable to operations. The applicants presently do not have any other EWGs, FUCOs or Intermediate Companies. The Paris, Texas qualifying cogeneration facility, in which Charter Oak has an interest, did not report losses attributable to operations during 1993. Accordingly, the present investments of the Applicants in EWGs, FUCOs and Intermediate Companies as well as other power projects do not present a risk of substantial adverse impact as described in Sections 32 and 33 of the Act and Rule 53. K. Compliance with Safe Harbor Provisions The Applicants will acquire an interest in, finance the acquisition and hold the securities of an EWG, FUCO or an Intermediate Company as authorized by an order pursuant to this request only if the following two conditions are met: (i) the investment is within the $200 million authorization, and (ii) the investment satisfies the criteria in Rule 53(a)(1)-(4) and (b)(1)-(3) or any rules promulgated under Section 33 of the Act concerning the acquisition of interests in FUCOs. L. Maintenance of Books and Records Charter Oak will continue to comply with Rule 53(a)(2) and any future rules concerning the acquisition of interests in FUCOs with regard to the maintenance of books and records in connection with investments in EWGs, FUCOs or Intermediate Companies authorized by this Application. M. Reporting of Activities Charter Oak will continue to file a report with the Commission within sixty days of the end of each calendar quarter. Each report will include (i) a balance sheet as of the quarterly reporting date; (ii) an income statement for the quarterly reporting period; and (iii) a general description of the activities of Charter Oak for the quarterly reporting period and of the projects in which Charter Oak or its subsidiaries have an interest. In addition, Charter Oak will continue to file with the Commission, on or before May 1 of each year, an annual report of its activities for the preceding calendar year in substantially the form of Form U-13-60. Item 2. FEES, COMMISSIONS AND EXPENSES The fees, commissions and expenses of NU and Charter Oak expected to be paid or incurred, directly or indirectly, in connection with this Amendment are estimated as follows: Commission filing fee relating to Application on Form U-1 . . . . . . . . . . . . $ 2,000 Legal fees and expenses . . . . . . . * Miscellaneous related expenses (such as telephone, courier and travel) . . . . . . . . . . . . * Total . . . . . . . . . . . . * *To be filed by amendment Item 3. APPLICABLE STATUTORY PROVISIONS Sections 6(a), 7, 9(a), 10, 12(b) and 33 and Rules 45 and 53 are applicable to the extension of authorized activities and to the financing request and additional activities request for Intermediate Companies. Section 12(b) and Rule 45 apply to the financial arrangements between NU and Charter Oak and between Charter Oak and COE Development. Section 13(b) and Rules 87(b), 90 and 91 are applicable to the request regarding services. Item 4. REGULATORY APPROVAL No commission, other than this Commission, has jurisdiction over any of the proposed transactions described in this Application. Pursuant to Rule 53(a)(4), the Applicants will file this Application with the Connecticut Department of Public Utility Control, the Massachusetts Department of Public Utilities and the New Hampshire Public Utilities Commission. Item 5. PROCEDURE It is requested that the Commission issue and publish no later than October 31, 1994 the requisite notice under Rule 23 with respect to the filing of this Application, such notice to specify a date not later than November 25, 1994, as the date after which an order granting and permitting this Application to become effective may be entered by the Commission and that the Commission enter not later than November 29, 1994 an appropriate order granting and permitting this Amendment to become effective. Applicants respectfully request that appropriate and timely action be taken by the Commission in this matter. Applicants hereby waive any recommended decision by a hearing officer or by any other responsible officer of the Commission and waive the 30-day waiting period between issuance of the Commission's order and the date on which it is to become effective, since it is desired that the Commission's order, when issued, become effective forthwith. Applicants hereby consent that the Office of Public Utility Regulation within the Division of Investment Management may assist in the preparation of the Commission's decision and/or order unless the Office opposes the transactions covered by this Application. Item 6. EXHIBITS AND FINANCIAL STATEMENTS a) Exhibits A-1 Copy of Certificate of Charter Oak (previously filed) A-2 Copy of By-laws of Charter Oak (previously filed)5 A-3 Form of Certificate of shares of common stock of Charter Oak (previously filed)5 F-1 Opinion of Counsel (to be filed by amendment) G-1 Proposed Form of Notice H-1 Charter Oak Energy, Inc. 1995-96 Estimated Expenditures b) Financial Statements 1.1 Balance Sheet Per Book and Pro-Forma - NU (Parent), as of June 30, 1994 1.2 Statement of Income and Capital Structure Per Book and Pro-Forma - NU (Parent), as of June 30, 1994 2.1 Balance Sheet Per Book and Pro-Forma - Charter Oak Energy and Subsidiaries (Consolidated), as of June 30, 1994 2.2 Statement of Income and Capital Structure Per Book and Pro-Forma - Charter Oak Energy and Subsidiaries (Consolidated), as of June 30, 1994 3.1 Balance Sheet Per Book and Pro-Forma - COE Development, as of June 30, 1994 3.2 Statement of Income and Capital Structure Per Book and Pro-Forma - COE Development, as of June 30, 1994 4.1 Balance Sheet Per Book and Pro-Forma - NU (Consolidated), as of June 30, 1994 4.2 Statement of Income and Capital Structure Per Book and Pro-Forma - NU (Consolidated), as of June 30, 1994 ____________________ Pursuant to Rule 22(b), this Application/Declaration incorporates by reference certain exhibits previously filed in a 1988 Form U-1 Application/Declaration (File No. 70-7545). Item 7. INFORMATION AS TO ENVIRONMENTAL EFFECTS None of the matters that are the subject of this Application involve a "major federal action" nor do they "significantly affect the quality of the human environment" as those terms are used in section 102(2)(C) of the National Environmental Policy Act. None of the transactions that are the subject of this Application will result in changes in the operation of the Applicants that will have an impact on the environment. The Applicants are not aware of any federal agency which has prepared or is preparing an environmental impact statement with respect to the transactions which are the subject of this Application. SIGNATURE Pursuant to the requirements of the Public Utility Holding Company Act of 1935, the undersigned companies have duly caused this Amendment to be signed on their behalf by the undersigned thereunto duly authorized. NORTHEAST UTILITIES CHARTER OAK ENERGY, INC. COE DEVELOPMENT CORPORATION By: /s/ ___________________________________ William S. Lamb LeBoeuf, Lamb, Greene & MacRae, LLP A Limited Liability Partnership Including Professional Corporations 125 W. 55th Street New York, NY 10019-4513 Attorney for Northeast Utilities, Charter Oak Energy, Inc. and COE Development Corporation Date: October 27, 1994 EX-99.1 2 FORM OF PROPOSED NOTICE SECURITIES AND EXCHANGE COMMISSION (Release No. 35- ) Filing Under the Public Utility Holding Company Act of 1935 ______________, 1994 Northeast Utilities, Charter Oak Energy, Inc. and COE Development Corporation (70- ) Northeast Utilities ("NU"), 174 Brush Hill Avenue, West Springfield, Massachusetts 01089, a registered holding company, and its wholly owned subsidiaries, Charter Oak Energy, Inc. ("Charter Oak") and COE Development Corporation ("COE Development"), both located at 107 Seldon Street, Berlin, Connecticut 06037, (collectively, the "Applicants") have filed an Application and Declaration on Form U-1 under Sections 6(a), 7, 9(a), 10, 12(b) and 33 of the Public Utility Holding Company Act of 1935 (the "Act") and Rules 45 and 53 thereunder, for the purpose of obtaining a two year extension, and modification, of authority for Charter Oak and COE Development to continue to engage in the power development activities authorized in the Securities and Exchange Commission's (the "Commission") order dated December 30, 1992 (HCAR. 25726; File No. 70-8062) (the "December 1992 Order"), as amended on January 24, 1994 (HCAR. 25977; File No. 70-8062) (the "January 1994 Order"), September 2, 1994 (HCAR. 26116; File No. 70-8062) (the "September 2, 1994 Order"), and September 30, 1994 (HCAR 26134; File No. 70-8062) (the "September 30, 1994 Order"). The Applicants are seeking to modify this authority to set the aggregate amount that NU is authorized to invest in Charter Oak, Charter Oak is authorized to invest in COE Development and Charter Oak and COE Development are authorized to spend on authorized power development activities, at $200 million for the period from January 1, 1995 through December 31, 1996 and to obtain authority to make loans to unaffiliated developers of QFs, Exempt projects and Qualified IPPS. The Applicants are also requesting authority (1) for Intermediate Companies (defined below) to acquire an interest in, finance the acquisition and hold the securities of exempt wholesale generators, as defined by Section 32 of the Act ("EWGs"), and foreign utility companies, as defined by Section 33 of the Act ("FUCOs"), through the issuance of equity securities and debt securities to third parties; (2) for Intermediate Companies to make partial sales of Exempt Projects (defined below), for the Applicants directly or through Intermediate Companies to participate in joint ventures with non-associates in connection with Exempt Projects and for the Applicants to dissolve Intermediate Companies under specified circumstances; and (3) for Charter Oak's employees and employees of other NU service companies to provide a de minimis amount of services to affiliated Intermediate Companies, EWGs (both foreign and domestic) and FUCOs. Pursuant to the December 1992 Order as amended by the January 1994 Order, the September 2, 1994 Order and the September 30, 1994 Order, as well as an order issued on December 29, 1992 (HCAR. 25721; File No. 70-8064), Charter Oak and COE Development are presently authorized to pursue preliminary development activities with regard to investment and participation in QFs throughout the United States and independent power production facilities that would constitute a part of NU's "integrated public utility system" within the meaning of Section 2(a)(29)(A) of the Act ("Qualified IPPs") and to provide consulting services to such projects. Charter Oak and COE Development may invest in QFs and Qualified IPPs after obtaining Commission approval and may invest in, and finance the acquisition of, EWGs and FUCOs subject to certain limitations ("Exempt Projects"). In addition, the Applicants have authority to issue guarantees and assume the liabilities of subsidiary companies for pre-development activities, and for both pre- development and contingent liabilities subsequent to operation with regard to Exempt Projects. The Applicants also have been authorized to acquire interests in, finance the acquisition, and hold the securities, of one or more companies ("Intermediate Companies") engaged directly or indirectly and exclusively in the business of holding the securities of one or more EWGs and/or FUCOs without filing specific project applications with the Commission, and to issue guarantees and assume liabilities subsequent to operation with regard to those projects. The current authorization permits NU to invest, and Charter Oak to spend, up to an aggregate amount of $100 million through December 31, 1994 to finance these activities, subject to certain restrictions. Charter Oak's and COE Development's preliminary development activities with regard to QF, Exempt Project and Qualified IPP projects have included investigation of sites, preliminary engineering and licensing activities, acquiring options and rights, contract drafting and negotiating, preparation of proposals, forming subsidiaries to acquire interests in authorized or exempt projects and other necessary activities to identify and analyze feasible investment opportunities and to initiate commercialization of a project. Authorized administrative activities have included ongoing personnel, accounting, engineering, legal, financial and other support activities necessary for Charter Oak and COE Development to manage its development activities relating to QFs, Exempt Projects and Qualified IPPs Projects. Charter Oak and COE Development have undertaken preliminary development activities relating to QFs, Exempt Projects and Qualified IPPs on its own and in conjunction with third parties unaffiliated with Charter Oak and its affiliates. The Applicants are seeking this extension to preserve the value that is inherent in the preliminary development work that has been undertaken by Charter Oak and its subsidiaries over the past six years. Accordingly, Charter Oak seeks to preserve its rights to make equity investments in the projects it currently has under development when the opportunities arise. The two year authorization request is based on the assessment by the Applicants that a number of projects presently under preliminary development are likely to come to fruition in the next two years. The Applicants are requesting authorization to increase the limitation on NU's investment in Charter Oak and Charter Oak's authorized investment in COE Development, and Charter Oak's and COE Developments expenditures to $200 million over the two- year period from January 1, 1995 through December 31, 1996. By utilizing up to $200 million in funding over the next two years, the Applicants state that they will be able to maintain their present level of involvement in preliminary development, development and administrative activities and make the necessary equity investments. The Applicants are seeking to increase the investment and spending limit to $200 million based on Charter Oak's projection that its 1995-96 administrative, pre-development and development expenses alone (excluding guarantees) will be approximately $92 million. Both the debt financing and the guarantee by NU of such debt financing authorized by an order pursuant to this request will not exceed a term of 15 years or bear an interest rate in excess of 6.5% over the then applicable prime rate at a U.S. money center bank designated by NU. Charter Oak is also requesting authority for itself and its subsidiaries to make loans (on either a recourse or non-recourse basis) to unaffiliated developers of QFs, Exempt Projects or Qualified IPPs as part of its financing of the acquisition of interests in such projects. The Applicants are requesting authority for Intermediate Companies to acquire an interest in, finance the acquisition and hold the securities of Exempt Projects through the issuance of equity and debt securities to third parties. It is proposed that the aggregate principal amount of recourse debt securities issued by Intermediate Companies to persons other than the Applicants will not exceed $150 million at any one time outstanding, provided that no more than $100 million principal amount of such debt securities at any time outstanding may be denominated in (i.e., evidence borrowings in) currencies other than U.S. dollars, and the respective limitations for non- recourse debt securities will be not more than $600 million outstanding at any one time and not more than $400 million denominated in currencies other than U.S. dollars. Recourse debt securities will be included in the Applicants overall investment authorization limit. In any case in which the Applicants directly or indirectly own less than all of the equity interests of an Intermediate Company, only that portion of the recourse or non- recourse indebtedness of such Intermediate Company equal to the Applicants' equity ownership percentage shall be included for purposes of the foregoing limitations. Equity securities issued by any Intermediate Company to a person other than the Applicants may include capital shares, partnership interests, trust certificates, or the equivalent of any of the foregoing under applicable foreign law. Debt securities issued to persons other than the Applicants may include secured and unsecured promissory notes, subordinated notes, bonds, or other evidence of indebtedness. Securities issued by Intermediate Companies may be denominated in either U.S. dollars or foreign currencies. The Applicants state that the amount and type of such securities, and the terms thereof, including (in the case of any indebtedness) interest rate, maturity, prepayment or redemption privileges, and the forms of any collateral security granted with respect thereto, would be negotiated on a case by case basis, taking into account differences from project to project in optimum debt-equity ratios, projections of earnings and cash flow, depreciation lives, and other similar financial and performance characteristics of each project. Accordingly, the Applicants state that they have the flexibility to negotiate the terms and conditions of such securities without further approval by the Commission. Notwithstanding the foregoing, the Applicants state that no equity security having a stated par value would be issued or sold by an Intermediate Company for a consideration that is less than such par value; and that any note, bond or other evidence of indebtedness issued or sold by any Intermediate Company will mature not later than 30 years from the date of issuance thereof, and will bear interest at a rate not to exceed the following: (i) if such note, bond or other indebtedness is U.S. dollar denominated, at a fixed rate not to exceed 6.5% over the yield to maturity on an activity traded, non-callable, U.S. Treasury note having a maturity equal to the average life of such note, bond or other indebtedness (the "Applicable Treasury Rate"), or at a floating rate not to exceed 6.5% over the Applicable Prime Rate; and (ii) if such note, bond or other indebtedness is denominated in the currency of a country other than the United States, at a fixed or floating rate which, when adjusted (i.e., reduced) for the prevailing rate of inflation in such country, as reported in official indices published by such country, would be equivalent to a rate on a U.S. dollar denominated borrowing of identical average life that does not exceed 10% over the Applicable Treasury Rate (interpolated if necessary) or Applicable Prime Rate, as the case may be. The Applicants believe that external financing by any Intermediate Company involves the same issues that are involved when the financing is carried out by an Exempt Project, in terms of the potential adverse impacts upon the financial integrity of a registered holding company system. Accordingly, where the proceeds of any such financing (including any refinancing) are utilized to make an investment in any Exempt Project, and there is either no recourse directly or indirectly to the Applicants with respect to the securities issued or sold, or the amount for which there is recourse constitutes a part of the Applicants overall investment authorization limit as would a similar recourse financing carried out directly by an Exempt Project, there is no basis for any adverse findings under Section 6, 7 and 12 of the Act, provided that, at the time of the issuance thereof, the Applicants are in compliance with Rule 53. The Applicants are also requesting authorization for Intermediate Companies to effect adjustments in the respective ownership interests in any Exempt Project held by the Applicants and unaffiliated co-investors and to facilitate a partial sale of an interest in any such Exempt Project. In addition, the Applicants are requesting authority to directly, or through Intermediate Companies, participate in joint ventures with non- associates which joint ventures are in the business of researching investment opportunities in owning and developing Exempt Projects. The Applicants also request authority to liquidate, dissolve or sell any Intermediate Company within 45 days after the Applicants determine that the purpose for owning such Intermediate Company no longer exists unless the Applicants determine that such Intermediate Company may be used in connection with a proposal or plan to develop or acquire an interest in a different Exempt Project. The Applicants are requesting authorization for Charter Oak employees (who are employees of Northeast Utilities Service Company) or other NU Service Company employees (collectively, "Service Company Employees") to provide a de minimis amount of services to affiliated EWGs (both foreign and domestic) and FUCOs, subject to certain limitations. The Applicants are not requesting approval for the use of system operating company employees for the rendering of services to affiliated EWGs and FUCOs, and state that no such use of employees will occur without prior Commission approval unless expressly permitted under the Act. The services to be rendered to affiliated EWGs and FUCOs by Service Company Employees pursuant to this request include: management, administrative, legal, tax, and financing advice, accounting, engineering consulting, software development and language skills. Unless otherwise authorized by the Commission or expressly permitted under the Act, the total number of Service Company Employees engaged in rendering such services will not exceed, in the aggregate, 0.5% of the total NU holding company system's employees and no more than 1% of the total of Service Company Employees at any one time. In addition, unless otherwise authorized by the Commission or expressly permitted under the Act, the provision of services to affiliated domestic EWGs will be made on as at cost basis pursuant to the requirements of Section 13(b) and Rule 90 and 91 of the Act. The Applicants are requesting authority in accordance with Section 13 and Rule 83 of the Act to provide such services at market rates to affiliated foreign EWGs and FUCOs, which are companies that do not derive, directly or indirectly, any material part of their income from sources within the United States and are not public utility companies operating in the United States. For the Commission, by the Division of Investment Management, pursuant to delegated authority. EX-99.2 3 ESTIMATED EXPENDITURES Estimate of Expenditures for Charter Oak Energy and Subsidiaries for 1995 and 1996 in ($000) Development Cost Equity Total 1995 17,000 27,000 44,000 1996 16,000 32,000 48,000 Total $33,000 $59,000 $92,000 Amount Available for Guarantees = $108,000 EX-99.3 4 BALANCE SHEET (NU) NORTHEAST UTILITIES (PARENT) BALANCE SHEET AS OF JUNE 30, 1994 (THOUSANDS OF DOLLARS) FINANCIAL STATEMENT 1.1 PRO FORMA GIVING EFFECT PRO FORMA TO PROPOSED PER BOOK ADJUSTMENTS TRANSACTION ASSETS OTHER PROPERTY AND INVESTMENTS: INVESTMENTS IN SUBSIDIARY COMPANIES, AT EQUITY $2,583,268 $2,583,268 INVESTMENTS IN TRANSMISSION COMPANIES, AT EQUITY 26,057 26,057 OTHER, AT COST 678 678 TOTAL OTHER PROPERTY & INVESTMENTS 2,610,003 0 2,610,003 CURRENT ASSETS: CASH AND SPECIAL DEPOSITS 48 200,000(a) 200,048 NOTES RECEIVABLE FROM AFFILIATED CO'S 5,525 5,525 NOTES AND ACCOUNTS RECEIVABLES 1 1 ACCOUNTS RECEIVABLE FROM AFFILIATED CO 691 691 PREPAYMENTS 306 306 ---------- ---------- ---------- TOTAL CURRENT ASSETS 6,571 200,000 206,571 ---------- ---------- ---------- DEFERRED CHARGES: ACCUMULATED DEFERRED INCOME TAXES 6,729 6,729 UNAMORTIZED DEBT EXPENSE 43 43 OTHER 33 33 ---------- ---------- ---------- TOTAL DEFERRED CHARGES 6,805 0 6,805 ---------- ---------- ---------- TOTAL ASSETS $2,623,379 $200,000 $2,823,379 CAPITALIZATION AND LIABILITIES CAPITALIZATION: COMMON SHARES $671,048 $671,048 CAPITAL SURPLUS, PAID IN 903,137 903,137 DEFERRED BENEFIT PLAN - ESOP (221,047) (221,047) RETAINED EARNINGS 927,032 (10,075) 916,957 ---------- ---------- ---------- TOTAL COMMON STOCKHOLDER'S EQUITY 2,280,170 (10,075) 2,270,095 ---------- ---------- ---------- LONG-TERM DEBT, NET 230,000 230,000 ---------- ---------- ---------- TOTAL CAPITALIZATION 2,510,170 (10,075) 2,500,095 CURRENT LIABILITIES: NOTES PAYABLE TO BANK 81,000 200,000 (a) 281,000 ACCOUNTS PAYABLE 5,204 5,204 ACCOUNTS PAYABLE TO AFFILIATED COMPANI 11,761 11,761 CURRENT PORTION OF LONG-TERM DEBT 9,000 9,000 ACCRUED TAXES 2,439 (5,425)(c) (2,986) ACCRUED INTEREST 3,171 15,500 (b) 18,671 OTHER 17 17 ---------- ---------- ---------- TOTAL CURRENT LIABILITIES 112,592 210,075 322,667 DEFERRED CREDITS: OTHER 617 617 ---------- ---------- ---------- TOTAL DEFERRED CREDITS 617 0 617 ---------- ---------- ---------- TOTAL CAPITALIZATION AND LIABILITIES $2,623,379 $200,000 $2,823,379 ---------- ---------- ---------- DEBIT CREDIT (a) CASH $200,000 NOTES PAYABLE $200,000 To record the additional proposed borrowing up to the full $200 million requested. This is illustative only since new short term debt authoritation would only allow borowing of $69 million. (b) OTHER INTEREST EXPENSE 15,500 ACCRUED INTEREST 15,500 To record the interest expense on the additional proposed borrowing at Prime: $200,000 x 7.75% = 15,500 (c) ACCRUED TAXES 5,425 FEDERAL AND STATE INCOME TAX EXPENSE 5,425 To record the reduction in Federal and State income taxes due to the higher interest and fee expenses: $15,500 x 35.00% = 5,425 EX-99.4 5 STATEMENT OF INCOME (NU) NORTHEAST UTILITIES (PARENT) INCOME STATEMENT FOR 12 MONTHS ENDED JUNE 30, 1994 (THOUSANDS OF DOLLARS) FINANCIAL STATEMENT 1.2 PRO FORMA GIVING EFFECT PRO FORMA TO PROPOSED PER BOOK ADJUSTMENTS TRANSACTION OPERATING REVENUE $0 $0 $0 ----------- ---------- ---------- OPERATING EXPENSES: OPERATION EXPENSE 8,195 8,195 FEDERAL AND STATE INCOME TAXES (8,200) (5,425)(a) (13,625) TAXES OTHER THAN INCOME TAXES 11 11 ----------- ---------- ---------- TOTAL OPERATING EXPENSES 6 (5,425) (5,419) ----------- ---------- ---------- OPERATING INCOME (6) 5,425 5,419 ----------- ---------- ---------- OTHER INCOME: EQUITY IN EARNINGS OF SUBSIDIARIES 298,795 298,795 EQUITY IN EARNINGS OF TRANSMISSION COMPANIES 3,609 3,609 OTHER, NET 1,250 1,250 ----------- ---------- ---------- OTHER INCOME, NET 303,654 0 303,654 ----------- ---------- ---------- INCOME BEFORE INTEREST CHARGES 303,648 5,425 309,073 ----------- ---------- ---------- INTEREST CHARGES: INTEREST ON LONG-TERM DEBT 20,740 20,740 OTHER INTEREST 3,128 15,500 (b) 18,628 ----------- ---------- ---------- TOTAL INTEREST CHARGES 23,868 15,500 39,368 ----------- ---------- ---------- NET INCOME 279,780 (10,075) 269,705 ----------- ---------- ---------- EARNINGS FOR COMMON SHARES 279,780 (10,075) 269,705 EARNINGS PER COMMON SHARE 2.25 2.17 COMMON SHARES OUTSTANDING (AVERAGE) 124,329,564 124,329,564 NORTHEAST UTILITIES (PARENT) CAPITAL STRUCTURE AS OF JUNE 30, 1994 (THOUSANDS OF DOLLARS) FINANCIAL STATEMENT 1.2 PER BOOK ADJUSTED TO PRO FORMA REFLECT % PER BOOK ADJUSTMENT PRO FORMA % DEBT: LONG-TERM DEBT, NET $239,000 $239,000 TOTAL DEBT 9.5% 239,000 0 239,000 9.5% COMMON EQUITY: COMMON SHARES 671,048 671,048 CAPITAL SURPLUS, PAID IN 903,137 903,137 DEFERRED BENEFIT PLAN - ESOP (221,047) (221,047) RETAINED EARNINGS 927,032 (10,075) 916,957 TOTAL COMMON STOCKHOLDER'S EQUITY 90.5% 2,280,170 (10,075) 2,270,095 90.5% TOTAL CAPITAL 100.0% $2,519,170 (10,075) $2,509,095 100.0% DEBIT CREDIT (a) ACCRUED TAXES 5,425 FEDERAL AND STATE INCOME TAX EXPENSE 5,425 To record the reduction in Federal and State income taxes due to the higher interest and fee expenses: $15,500 x 35.00% = 5,425 (b) OTHER INTEREST EXPENSE 15,500 ACCRUED INTEREST 15,500 To record the interest expense on the additional proposed borrowing at Prime: $200,000 x 7.75% = 15,500 EX-99.5 6 BALANCE SHEET (COE) CHARTER OAK ENERGY, INC AND SUBSIDIARIES BALANCE SHEET AS OF JUNE 30, 1994 (THOUSANDS OF DOLLARS) FINANCIAL STATEMENT 2.1 PRO FORMA GIVING EFFECT PRO FORMA TO PROPOSED PER BOOK ADJUSTMENTS TRANSACTION ASSETS UTILITY PLANT, AT ORIGINAL COST: ELECTRIC $52 $52 OTHER 0 0 ----------- ----------- ----------- 52 0 52 LESS: ACCUMULATED PROVISION FOR DEPRECIATION 44 44 ----------- ----------- ----------- 8 0 8 CONSTRUCTION WORK IN PROGRESS 0 0 ----------- ----------- ----------- TOTAL NET UTILITY PLANT 8 0 8 OTHER INVESTMENTS, AT COST 6,322 6,322 CURRENT ASSETS: CASH 4,450 200,000 (a) 204,450 TAX RECEIVABLES 1,950 1,950 RECEIVABLES FROM AFFILIATES 0 0 MATERIALS & SUPPLIES, AT AVERAGE COST 0 0 PREPAYMENTS AND OTHER 0 0 ----------- ----------- ----------- TOTAL CURRENT ASSETS 6,400 200,000 206,400 ----------- ----------- ----------- DEFERRED CHARGES 3,812 3,812 ----------- ----------- ----------- TOTAL ASSETS $16,542 $200,000 216,542 CAPITALIZATION AND LIABILITIES CAPITALIZATION: COMMMON SHARES $0 $0 CAPITAL SURPLUS, PAID IN 25,149 200,000 (a) 225,149 RETAINED EARNINGS (9,123) (9,123) ----------- ----------- ----------- TOTAL COMMON STOCKHOLDER'S EQUITY 16,026 200,000 216,026 DEBT, NET 0 0 ----------- ----------- ----------- TOTAL CAPITALIZATION 16,026 200,000 216,026 MINORITY INTEREST IN COMMON EQUITY OF SUBSIDIARIES 48 48 CURRENT LIABILITIES: NOTES PAYABLE TO AFFILIATED COMPANY 0 0 0 ACCOUNTS PAYABLE 259 259 ACCOUNTS PAYABLE TO AFFILIATES 108 108 ACCRUED TAXES 73 73 ACCRUED INTEREST 0 0 OTHER 28 28 ----------- ----------- ----------- TOTAL CURRENT LIABILITIES 468 0 468 ----------- ----------- ----------- ACCUMULATED DEFERRED INCOME TAXES 0 0 ----------- ----------- ----------- TOTAL CAPITALIZATION AND LIABILITIES $16,542 $200,000 216,542 DEBITS CREDITS (a) CASH $200,000 CAPITAL SURPLUS, PAID IN $200,000 To reflect a $200 million investment by NU (parent) in Charter Oak Energy in 1995 and 1996. EX-99.6 7 STATEMENT OF INCOME (COE) CHARTER OAK ENERGY, INC AND SUBSIDIARIES INCOME STATEMENT FOR 12 MONTHS ENDED JUNE 30, 1994 (THOUSANDS OF DOLLARS) FINANCIAL STATEMENT 2.2 PRO FORMA GIVING EFFECT PRO FORMA TO PROPOSED PER BOOK ADJUSTMENTS TRANSACTION OPERATING REVENUE $0 $0 $0 ----------- ----------- ----------- OPERATING EXPENSES: OPERATION AND MAINTENANCE 7,475 7,475 DEPRECIATION 489 489 FEDERAL AND STATE INCOME TAXES (3,331) (3,331) TAXES OTHER THAN INCOME TAXES 21 21 ----------- ----------- ----------- TOTAL OPERATING EXPENSES 4,654 0 4,654 ----------- ----------- ----------- OPERATING INCOME: (4,654) 0 (4,654) ------------ ----------- ----------- OTHER INCOME: INVESTMENT INCOME 1,346 1,346 OTHER INCOME, NET 37 37 INCOME TAXES - CREDIT 0 0 ----------- ----------- ----------- OTHER INCOME, NET 1,383 0 1,383 ----------- ----------- ----------- INCOME BEFORE INTEREST CHARGES (3,271) 0 (3,271) ----------- ----------- ----------- INTEREST CHARGES: OTHER INTEREST, NET 5 5 ----------- ----------- ----------- TOTAL INTEREST CHARGES 5 0 5 ----------- ----------- ----------- MINORITY INTEREST IN EARNINGS IN SUBSIDIARIES (13) (13) NET INCOME (3,263) 0 (3,263) CHARTER OAK ENERGY, INC AND SUBSIDIARIES CAPITAL STRUCTURE ON JUNE 30, 1994 (THOUSANDS OF DOLLARS) FINANCIAL STATEMENT 2.2 PER BOOK ADJUSTED TO PRO FORMA REFLECT % PER BOOK ADJUSTMENT PRO FORMA % LONG-TERM DEBT 0.0% $0 $0 0.0% COMMON SHARES 0 0 CAPITAL SURPLUS, PAID IN 25,149 200,000 225,149 RETAINED EARNINGS (9,123) 0 (9,123) --------- --------- --------- TOTAL COMMON STOCKHOLDER EQUITY 100.0% 16,026 200,000 216,026 100.0% --------- --------- --------- TOTAL CAPITAL 100.0% 16,026 200,000 216,026 100.0% EX-99.7 8 BALANCE SHEET (DEVELOPMENT) COE DEVELOPMENT CORPORATION BALANCE SHEET AS OF JUNE 30, 1994 (THOUSANDS OF DOLLARS) FINANCIAL STATEMENT 3.1 PRO FORMA GIVING EFFECT PRO FORMA TO PROPOSED PER BOOK ADJUSTMENTS TRANSACTION ASSETS UTILITY PLANT, AT ORIGINAL COST: ELECTRIC $11 $11 OTHER 0 0 ----------- ----------- ----------- 11 0 11 LESS: ACCUMULATED PROVISION FOR DEPRECIATION 3 3 ----------- ----------- ----------- 8 0 8 CONSTRUCTION WORK IN PROGRESS 0 0 ----------- ----------- ----------- TOTAL NET UTILITY PLANT 8 0 8 OTHER INVESTMENTS, AT COST 0 0 CURRENT ASSETS: CASH 1,630 200,000 (a) 201,630 TAX RECEIVABLES 1,510 1,510 RECEIVABLES FROM AFFILIATES 1,773 1,773 MATERIALS & SUPPLIES, AT AVERAGE COST 0 0 PREPAYMENTS AND OTHER 0 0 ----------- ----------- ----------- TOTAL CURRENT ASSETS 4,913 200,000 204,913 ----------- ----------- ----------- DEFERRED CHARGES 958 958 ----------- ----------- ----------- TOTAL ASSETS $5,879 $200,000 205,879 CAPITALIZATION AND LIABILITIES CAPITALIZATION: COMMMON SHARES $0 $0 CAPITAL SURPLUS, PAID IN 10,760 200,000 (a) 210,760 RETAINED EARNINGS (4,972) (4,972) ----------- ---------- ----------- TOTAL COMMON STOCKHOLDER'S EQUITY 5,788 200,000 205,788 DEBT, NET 0 0 ----------- ---------- ----------- TOTAL CAPITALIZATION 5,788 200,000 205,788 MINORITY INTEREST IN COMMON EQUITY OF SUBSIDIARIES 0 0 CURRENT LIABILITIES: NOTES PAYABLE TO AFFILIATED COMPANY 83 0 83 ACCOUNTS PAYABLE 0 0 ACCOUNTS PAYABLE TO AFFILIATES 0 0 ACCRUED TAXES 0 0 ACCRUED INTEREST 0 0 OTHER 8 8 ----------- ---------- ----------- TOTAL CURRENT LIABILITIES 91 0 91 ----------- ---------- ----------- ACCUMULATED DEFERRED INCOME TAXES 0 0 ----------- ---------- ----------- TOTAL CAPITALIZATION AND LIABILITIES $5,879 $200,000 205,879 DEBITS CREDITS (a) CASH $200,000 CAPITAL SURPLUS, PAID IN $200,000 To reflect a $200 million investment by Charter Oak Energy in COE Development Corporation in 1995 and 1996. EX-99.8 9 STATEMENT OF INCOME (DEVELOPMENT) COE DEVELOPMENT CORPORATION INCOME STATEMENT FOR 12 MONTHS ENDED JUNE 30, 1994 (THOUSANDS OF DOLLARS) FINANCIAL STATEMENT 3.2 PRO FORMA GIVING EFFECT PRO FORMA TO PROPOSED PER BOOK ADJUSTMENTS TRANSACTION OPERATING REVENUE $0 $0 $0 ----------- ---------- ----------- OPERATING EXPENSES: OPERATION AND MAINTENANCE 6,413 6,413 DEPRECIATION 2 2 FEDERAL AND STATE INCOME TAXES (2,743) (2,743) TAXES OTHER THAN INCOME TAXES 0 0 ----------- ---------- ----------- TOTAL OPERATING EXPENSES 3,672 0 3,672 ----------- ---------- ----------- OPERATING INCOME: (3,672) 0 (3,672) ----------- ---------- ----------- OTHER INCOME: INVESTMENT INCOME 0 0 OTHER INCOME, NET 0 0 INCOME TAXES - CREDIT 0 0 ----------- ---------- ----------- OTHER INCOME, NET 0 0 0 ----------- ---------- ----------- INCOME BEFORE INTEREST CHARGES (3,672) 0 (3,672) ----------- ---------- ----------- INTEREST CHARGES: OTHER INTEREST, NET 0 0 ----------- ---------- ----------- TOTAL INTEREST CHARGES 0 0 0 ----------- ---------- ----------- MINORITY INTEREST IN EARNINGS IN SUBSIDIARIES 0 0 NET INCOME (3,672) 0 (3,672) COE DEVELOPMENT CORPORATION CAPITAL STRUCTURE ON JUNE 30, 1994 (THOUSANDS OF DOLLARS) FINANCIAL STATEMENT 3.2 PER BOOK ADJUSTED TO PRO FORMA REFLECT % PER BOOK ADJUSTMENT PRO FORMA % LONG-TERM DEBT 0.0% $0 $0 0.0% COMMON SHARES 0 0 CAPITAL SURPLUS, PAID IN 10,760 200,000 210,760 RETAINED EARNINGS (4,972) 0 (4,972) --------- -------- --------- TOTAL COMMON STOCKHOLDER EQUITY 100.0% 5,788 200,000 205,788 100.0% --------- -------- --------- TOTAL CAPITAL 100.0% 5,788 200,000 205,788 100.0% EX-99.9 10 BALANCE SHEET (CONSOLIDATED) NORTHEAST UTILITIES AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET AS OF JUNE 30, 1994 (THOUSANDS OF DOLLARS) FINANCIAL STATEMENT 4.1 PRO FORMA GIVING EFFECT PRO FORMA TO PROPOSED PER BOOK ADJUSTMENTS TRANSACTION ASSETS UTILITY PLANT, AT ORIGINAL COST: ELECTRIC & OTHER $9,392,696 $9,392,696 LESS: ACCUMULATED PROVISION FOR DEPRECIATION 3,163,003 3,163,003 --------- ----------- ---------- 6,229,693 0 6,229,693 CONSTRUCTION WORK IN PROGRESS 180,211 180,211 NUCLEAR FUEL, NET 222,705 222,705 --------- ----------- ---------- TOTAL NET UTILITY PLANT 6,632,609 0 6,632,609 --------- ----------- ---------- OTHER PROPERTY AND INVESTMENTS: NUCLEAR DECOMMISSIONING TRUST, AT MARKET 229,307 229,307 INVESTMENTS IN REGIONAL NUCLEAR GENERATING COMPANIES, AT EQUITY 81,856 81,856 INVESTMENTS IN TRANSMISSION COMPANIES, AT EQUITY 26,057 26,057 OTHER, AT COST 35,164 35,164 --------- ----------- ---------- 372,384 0 372,384 --------- ----------- ---------- CURRENT ASSETS: CASH AND SPECIAL DEPOSITS 30,456 200,000 (a) 230,456 RECEIVABLES, NET 348,894 348,894 RECEIVABLES FROM AFFILIATED COMPANIES 0 0 ACCRUED UTILITY REVENUES 134,462 134,462 FUEL, MATERIAL AND SUPPLIES, AT AVERAGE COST 200,216 200,216 RECOVERABLE ENERGY COSTS, NET-CURRENT POSITION 21,041 21,041 PREPAYMENTS AND OTHER 44,802 44,802 --------- ----------- ---------- TOTAL CURRENT ASSETS 779,871 200,000 979,871 --------- ----------- ---------- DEFERRED CHARGES: REGULATORY ASSET-INCOME TAXES, NET 1,160,810 1,160,810 REGULATORY ASSET-PSNH 724,453 724,453 UNAMORTIZED DEBT EXPENSE 35,581 35,581 RECOVERABLE ENERGY COSTS, NET 166,048 166,048 DEFERRED CONSERVATION AND LOAD-MANAGEMENT COSTS 107,755 107,755 DEFERRED DOE ASSESSMENT 50,433 50,433 DEFERRED COSTS - NUCLEAR PLANTS 271,099 271,099 AMORTIZABLE PROPERTY INVESTMENT - 27,383 27,383 UNRECOVERED CONTRACT OBLIGATION-YAEC 119,882 119,882 OTHER 129,408 129,408 --------- ----------- ---------- TOTAL DEFERRED CHARGES 2,792,852 0 2,792,852 --------- ----------- ---------- TOTAL ASSETS $10,577,716 $200,000 $10,777,716 CAPITALIZATION AND LIABILITIES CAPITALIZATION: COMMON SHARES $671,048 $671,048 CAPITAL SURPLUS, PAID IN 903,137 903,137 DEFERRED BENEFIT PLAN-EMPLOYEE STOCK OWNERSHIP PLAN (221,047) (221,047) RETAINED EARNINGS 927,032 (10,075) 916,957 --------- ----------- ---------- TOTAL COMMON STOCKHOLDER'S EQUITY 2,280,170 (10,075) 2,270,095 PREFERRED STOCK NOT SUBJECT TO MANDATORY REDEMPTION 239,700 239,700 PREFERRED STOCK SUBJECT TO MANDATORY REDEMPTION 379,000 379,000 LONG-TERM DEBT, NET 3,910,661 3,910,661 --------- ----------- ---------- TOTAL CAPITALIZATION 6,809,531 (10,075) 6,799,456 OBLIGATIONS UNDER CAPITAL LEASES 179,224 179,224 CURRENT LIABILITIES: NOTES PAYABLE TO BANKS 233,000 200,000 (a) 433,000 COMMERCIAL PAPER 69,500 69,500 LONG-TERM DEBT AND PREFERRED STOCK - CURRENT PORTION 284,027 284,027 OBLIGATIONS UNDER CAPITAL LEASES - CURRENT PORTION 72,388 72,388 ACCOUNTS PAYABLE 205,445 205,445 ACCOUNTS PAYABLE TO AFFILIATED COMPANIES 0 0 ACCRUED TAXES 57,696 (5,425) (c) 52,271 ACCRUED INTEREST 68,435 15,500 (b) 83,935 ACCRUED PENSION BENEFITS 83,586 83,586 OTHER 80,458 80,458 --------- ----------- ---------- TOTAL CURRENT LIABILITIES 1,154,535 210,075 1,364,610 DEFERRED CREDITS: ACCUMULATED DEFERRED INCOME TAXES 1,939,156 1,939,156 ACCUMULATED DEFERRED INVESTMENT TAX CREDITS 196,967 196,967 DEFERRED CONTRACT OBLIGATION-YAEC 119,882 119,882 DEFERRED DOE OBLIGATION 39,530 39,530 OTHER 138,891 138,891 --------- ----------- ---------- TOTAL DEFERRED CREDITS 2,434,426 0 2,434,426 --------- ----------- ---------- TOTAL CAPITALIZATION AND LIABILITIES $10,577,716 $200,000 $10,777,716 DEBIT CREDIT (a) CASH $200,000 NOTES PAYABLE $200,000 To record the additional proposed borrowing up to the full $200 million requested (b) OTHER INTEREST EXPENSE 15,500 ACCRUED INTEREST 15,500 To record the interest expense on the additional proposed borrowing at Prime: $200,000 x 7.75% = 15,500 (c) ACCRUED TAXES 5,425 FEDERAL AND STATE INCOME TAX EXPENSE 5,425 To record the reduction in Federal and State income taxes due to the higher interest and fee expenses: $15,500 x 35.00% = 5,425 NOTE: The prime rate and tax rate reflected above represent the current rates in effect as of the filing date. EX-99.10 11 STATEMENT OF INCOME (CONSOLIDATED) NORTHEAST UTILITIES AND SUBSIDIARIES CONSOLIDATED INCOME STATEMENT FOR 12 MONTHS ENDED JUNE 30, 1994 (THOUSANDS OF DOLLARS) FINANCIAL STATEMENT 4.2 PRO FORMA GIVING EFFECT PRO FORMA TO PROPOSED PER BOOK ADJUSTMENTS TRANSACTION OPERATING REVENUE $3,637,933 $0 $3,637,933 ---------- ---------- ---------- OPERATING EXPENSES: OPERATION - FUEL PURCHASED AND INTERCHANGE POWER 827,682 827,682 OTHER 959,082 959,082 MAINTENANCE 282,628 282,628 DEPRECIATION 324,509 324,509 AMORTIZATION/DEFERRALS OF REGULATORY ASSETS, NET 196,437 196,437 FEDERAL AND STATE INCOME TAXES 286,791 (5,425) (a) 281,366 TAXES OTHER THAN INCOME TAXES 240,594 240,594 ---------- ---------- ---------- TOTAL OPERATING EXPENSES 3,117,723 (5,425) 3,112,298 ---------- ---------- ---------- OPERATING INCOME: 520,210 5,425 525,635 ---------- ---------- ---------- OTHER INCOME: ALLOWANCE FOR OTHER FUNDS USED DURING CONSTRUCTION 938 938 DEFERRED NUCLEAR PLANTS RETURN-OTHER FUNDS 31,489 31,489 EQUITY IN EARNINGS OF REGIONAL NUCLEAR GENERATING COMPANIES 14,005 14,005 WRITE OFF OF PLANT COSTS 0 0 OTHER, NET 17,879 17,879 INCOME TAXES - CREDIT 19,750 19,750 ---------- ---------- ---------- OTHER INCOME, NET 84,061 0 84,061 ---------- ---------- ---------- INCOME BEFORE INTEREST CHARGES 604,271 5,425 609,696 ---------- ---------- ---------- INTEREST CHARGES: INTEREST ON LONG-TERM DEBT 321,066 321,066 OTHER INTEREST 11,380 15,500 (b) 26,880 ALLOWANCE FOR BORROWED FUNDS USED DURING CONSTRUCTION (3,216) (3,216) DEFERRED NUCLEAR PLANTS RETURN - BORROWED FUNDS, NET OF INCOME TAX (49,657) (49,657) ---------- ---------- ---------- TOTAL INTEREST CHARGES 279,573 15,500 295,073 ---------- ---------- ---------- INCOME BEFORE PREFERRED DIVIDENDS 324,698 (10,075) 314,623 PREFERRED DIVIDENDS OF SUBSIDIARIES 44,918 44,918 ---------- ----------- --------- NET INCOME 279,780 (10,075) 269,705 EARNINGS FOR COMMON SHARE 279,780 (10,075) 269,705 EARNINGS PER COMMON SHARE 2.25 2.17 COMMON SHARES OUTSTANDING (AVERAGE) 124,329,564 124,329,564 NORTHEAST UTILITIES AND SUBSIDIARIES CAPITAL STRUCTURE AS OF JUNE 30, 1994 (THOUSANDS OF DOLLARS) FINANCIAL STATEMENT 4.2 PER BOOK ADJUSTED TO PRO FORMA REFLECT % PER BOOK ADJUSTMENT PRO FORMA % DEBT: LONG-TERM DEBT, NET 59.1% $4,193,188 0 $4,193,188 59.2% PREFERRED STOCK: NOT SUBJECT TO REDEMPTION 241,200 241,200 SUBJECT TO REDEMPTION 379,000 379,000 --------- -------- ---------- TOTAL PREFERRED STOCK 8.7% 620,200 0 620,200 8.8% COMMON EQUITY: COMMON SHARES 671,048 671,048 CAPITAL SURPLUS, PAID IN 903,137 903,137 DEFERRED BENEFIT PLAN-EMPLOYEE STOCK OWNERSHIP PLAN (221,047) (221,047) RETAINED EARNINGS 927,032 (10,075) 916,957 --------- --------- ---------- TOTAL COMMON STOCKHOLDER'S EQUITY 32.2% 2,280,170 (10,075) 2,270,095 32.0% ---------- --------- ---------- TOTAL CAPITAL 100.0% $7,093,558 (10,075) $7,083,483 100.0% DEBIT CREDIT (a) ACCRUED TAXES 5,425 FEDERAL AND STATE INCOME TAX EXPENSE 5,425 To record the reduction in Federal and State income taxes due to the higher interest and fee expenses: $15,500 x 35.00% = 5,425 (b) OTHER INTEREST EXPENSE 15,500 ACCRUED INTEREST 15,500 To record the interest expense on the additional proposed borrowing at Prime: $200,000 x 7.75% = 15,500 NOTE: The prime rate and tax rate reflected above represent the current rates in effect as of the filing date. EX-27.1 12 FINANCIAL DATA SCHEDULE (NU) WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
OPUR1 0000072741 NORTHEAST UTILITIES (PARENT) OTHER OTHER DEC-31-1994 DEC-31-1994 JUN-30-1994 JUN-30-1994 PER-BOOK PRO-FORMA 0 0 2,610,003,000 2,610,003,000 6,571,000 206,571,000 6,805,000 6,805,000 0 0 2,623,379,000 2,823,379,000 671,048,000 671,048,000 903,137,000 903,137,000 927,032,000 916,957,000 2,280,170,000 2,270,095,000 0 0 0 0 230,000,000 230,000,000 81,000,000 281,000,000 0 0 0 0 9,000,000 9,000,000 0 0 0 0 0 0 23,209,000 33,284,000 2,623,379,000 2,823,379,000 0 0 (8,200,000) (13,625,000) 8,206,000 8,206,000 6,000 (5,419,000) (6,000) 5,419,000 303,654,000 303,654,000 303,648,000 309,073,000 23,868,000 39,368,000 279,780,000 269,705,000 0 0 279,780,000 269,705,000 218,822,000 218,822,000 20,740,000 20,740,000 0 0 2.25 2.17 2.25 2.17
EX-27.2 13 FINANCIAL DATA SCHEDULE (COE) WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
OPUR1 0000888707 CHARTER OAK ENERGY, INC. OTHER OTHER DEC-31-1994 DEC-31-1994 JUN-30-1994 JUN-30-1994 PER-BOOK PRO-FORMA 8,000 8,000 6,322,000 6,322,000 6,400,000 206,400,000 3,812,000 3,812,000 0 0 16,542,000 216,542,000 0 0 25,149,000 225,149,000 (9,123,000) (9,123,000) 16,026,000 216,026,000 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 516,000 516,000 16,542,000 216,542,000 0 0 (3,331,000) (3,331,000) 7,985,000 7,985,000 4,654,000 4,654,000 (4,654,000) (4,654,000) 1,383,000 1,383,000 (3,271,000) (3,271,000) 5 5 (3,263,000) (3,263,000) 0 0 (3,263,000) (3,263,000) 0 0 0 0 0 0 0.00 0.00 0.00 0.00
EX-27.3 14 FINANCIAL DATA SCHEDULE (DEVELOPMENT) WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
OPUR1 0000906614 CHARTER OAK DEVELOPMENT CORPORATION OTHER OTHER DEC-31-1994 DEC-31-1994 JUN-30-1994 JUN-30-1994 PER-BOOK PRO-FORMA 8,000 8,000 0 0 4,913,000 204,913,000 958,000 958,000 0 0 5,879,000 205,879,000 0 0 10,760,000 210,760,000 (4,972,000) (4,972,000) 5,788,000 205,788,000 0 0 0 0 0 0 0 0 83,000 83,000 0 0 0 0 0 0 0 0 0 0 8,000 516,000 5,879,000 206,387,000 0 0 (2,743,000) (2,743,000) 6,415,000 6,415,000 3,672,000 3,672,000 (3,672,000) (3,672,000) 0 0 (3,672,000) (3,672,000) 0 0 (3,672,000) (3,672,000) 0 0 (3,672,000) (3,672,000) 0 0 0 0 0 0 0.00 0.00 0.00 0.00
EX-27.4 15 FINANCIAL DATA SCHEDULE (CONSOLIDATED) WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
OPUR1 0000072741 NORTHEAST UTILITIES AND SUBSIDIARIES OTHER OTHER DEC-31-1994 DEC-31-1994 JUN-30-1994 JUN-30-1994 PER-BOOK PRO-FORMA 6,623,609,000 6,632,609,000 372,384,000 372,384,000 779,871,000 979,871,000 2,792,852,000 2,792,852,000 0 0 10,577,716,000 10,777,716,000 671,048,000 671,048,000 903,137,000 903,137,000 927,032,000 916,957,000 2,280,170,000 2,270,095,000 379,000,000 379,000,000 239,700,000 239,700,000 3,910,661,000 3,910,661,000 233,000,000 433,000,000 0 0 69,500,000 69,500,000 282,527,000 282,527,000 1,500,000 1,500,000 179,224,000 179,224,000 72,388,000 72,388,000 2,930,046,000 2,940,121,000 10,577,716,000 10,777,716,000 3,637,933,000 3,637,933,000 286,791,000 281,366,000 2,830,932,000 2,830,932,000 3,117,723,000 3,112,298,000 520,210,000 525,635,000 84,061,000 84,061,000 604,271,000 609,696,000 279,573,000 295,073,000 324,698,000 314,623,000 44,918,000 44,918,000 279,780,000 269,705,000 218,822,000 218,822,000 321,066,000 321,066,000 0 0 2.25 2.17 2.25 2.17
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