UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549-1004
Form U-3A-2
STATEMENT BY HOLDING COMPANY CLAIMING EXEMPTION
UNDER RULE U-3A-2 FROM THE PROVISIONS OF THE
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
BERKSHIRE ENERGY RESOURCES
hereby files with the Securities and Exchange Commission, pursuant to Rule
2, its statement claiming exemption as a holding company from the
provisions of the Public Utility Holding Company Act of 1935, and submits
the following information:
1. Name, State of organization, location and nature of business of
claimant and every subsidiary thereof, other than any exempt
wholesale generator (EWG) or foreign utility company in which
claimant directly or indirectly holds an interest.
Berkshire Energy Resources, a Massachusetts Trust, is organized in
the Commonwealth of Massachusetts and has its principal place of
business at 115 Cheshire Road, Pittsfield, Massachusetts 01201. On
December 31, 1998, Berkshire Energy Resources became the holder of
all of the outstanding Common Stock of The Berkshire Gas Company
("Berkshire Gas"), a Massachusetts gas company, as well as two non-
regulated subsidiaries, Berkshire Propane, Inc. ("Berkshire
Propane"), a Massachusetts corporation, engaged in the retail sale of
propane, for heat, power and other uses and propane-related services,
and (Berkshire Service Solutions, Inc. (formerly Berkshire Energy
Marketing, Inc. ("Berkshire Service")), a Massachusetts corporation
engaged in the provision of plumbing and energy services and the
marketing of natural gas, electricity, heating oil, propane and other
energy-related services. Berkshire Gas is a Massachusetts gas
company engaged in the distribution and sale of natural gas within
Massachusetts. Berkshire Propane and Berkshire Service provide
services to customers located in western Massachusetts, eastern New
York and southern Vermont. Berkshire Gas, Berkshire Propane and
Berkshire Service have principal places of business at the following
locations:
The Berkshire Gas Company
115 Cheshire Road
Pittsfield, MA 01201
Berkshire Propane, Inc.
115 Cheshire Road
Pittsfield, MA 01201
Berkshire Service Solutions, Inc.
172 Hubbard Avenue
Pittsfield, MA 01201
Berkshire Energy Resources has executed an Agreement and Plan of
Merger dated November 9, 1999 with Energy East Corporation, a New
York corporation ("Energy East"), and Mountain Merger, LLC, a
Massachusetts limited liability company and a subsidiary of Energy
East. Pursuant to such agreement, Berkshire Energy Resources shall
become a wholly-owned subsidiary of Energy East and Berkshire Energy
Resources' shareholders shall receive a cash consideration of $38.00
per share. The shareholders of Berkshire Energy Resources approved
the agreement at a meeting on February 29, 2000. The transaction is
expected to close by the end of the second quarter of 2000.
2. A brief description of the properties of claimant and each of its
subsidiary public utility companies used for the generation,
transmission, and distribution of electric energy for sale, or for
the production, transmission, and distribution of natural or
manufactured gas, indicating the location of principal generating
plants, transmission lines, producing fields, gas manufacturing
plants, and electric and gas distribution facilities, including all
such properties which are outside the State in which claimant and its
subsidiaries are organized and all transmission or pipelines which
deliver or receive electric energy or gas at the borders of such
State.
A. Description of properties of claimant:
Berkshire Energy Resources owns no such property.
B. Description of properties of subsidiary public company:
Berkshire Gas' public utility properties consist primarily of
approximately 694 miles of distribution mains and related
service facilities located exclusively in western Massachusetts
and used to serve natural gas customers in communities where
Berkshire Gas maintains a franchise to provide utility service.
Berkshire Gas also maintains certain gas manufacturing plants
consisting of land, gas mixing equipment, and liquefied
petroleum and liquefied natural gas vaporization equipment that
are used to supplement natural gas volumes delivered by
interstate pipelines during the peak season in order to meet
customer demand. These facilities are also located exclusively
in western Massachusetts.
3. The following information for the last calendar year with respect to
claimant and each of its subsidiary public utility companies:
(a) Number of kwh. of electric energy sold (at retail or
wholesale), and Mcf. of natural or manufactured gas distributed
at retail.
Berkshire Energy Resources made no sales of electric energy or
natural gas. Berkshire Gas distributed 7,905,968 mcf of natural or
manufactured gas at retail during the year ended December 31, 1999.
(b) Number of kwh. of electric energy and Mcf. of natural or
manufactured gas distributed at retail outside the State in
which each such company is organized.
None
(c) Number of kwh. of electric energy and Mcf. of natural or
manufactured gas sold at wholesale outside the State in which
each such company is organized, or at the State Line.
None
(d) Number of kwh. of electric energy and Mcf. of natural or
manufactured gas purchased outside the State in which each such
company is organized or at the state line.
None
4. The following information for the reporting period with respect to
claimant and each interest it holds directly or indirectly in an EWG
or a foreign utility company, stating monetary amounts in United
States dollars:
(a) Name, location, business address and description of the
facilities used by the EWG or foreign utility company for the
generation, transmission and distribution of electric energy
for sale or for the distribution at retail of natural or
manufactured gas.
(b) Name of each system company that holds an interest in such EWG
or foreign utility company; and description of the interest
held.
(c) Type and amount of capital invested, directly or indirectly, by
the holding company claiming exemption; any direct or indirect
guarantee of the security of the EWG or foreign utility company
by the holding company claiming exemption; and any debt or
other financial obligation for which there is recourse,
directly or indirectly, to the holding company claiming
exemption or another system company, other than the EWG or
foreign utility company.
(d) Capitalization and earnings of the EWG or foreign utility
company during the reporting period.
(e) Identify any service, sales or construction contract(s) between
the EWG or foreign utility company and a system company, and
describe the services to be rendered or goods sold and fees or
revenues under such agreement(s).
None
EXHIBIT A
A consolidating statement of income and surplus of the claimant and its
subsidiary companies for the last calendar year, together with a
consolidating balance sheet of claimant and its subsidiary companies as of
the close of such calendar year.
Berkshire Energy Resources Consolidated Companies
Income Statement Consolidating Worksheet
Twelve Months-to-Date for the Period Ending December 31, 1999
<TABLE>
<CAPTION>
Berkshire Berkshire
Berkshire Gas Service Berkshire Energy
Consolidated Eliminations Company Solutions Propane Resources
-----------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Operating Revenues 51,775,027 (3,935,421) 45,767,475 749,148 5,247,911 3,945,914
Cost of Goods Sold 23,611,924 (8,127) 20,579,085 511,293 2,529,673 0
-----------------------------------------------------------------------------------
Operating Margin 28,163,103 (3,927,294) 25,188,390 237,855 2,718,238 3,945,914
Other Operating Expenses 14,346,085 (323,772) 11,998,765 415,265 2,010,334 245,493
Depreciation 4,630,601 0 4,369,780 56,610 204,211 0
Other Taxes 2,211,400 0 2,055,639 59,538 96,223 0
-----------------------------------------------------------------------------------
Operating Income 6,975,017 (3,603,522) 6,764,206 (293,558) 407,470 3,700,421
Other Income - Net 2,170,946 (74,662) 2,117,122 0 128,486 0
-----------------------------------------------------------------------------------
Operating and Other Income 9,145,963 (3,678,184) 8,881,328 (293,558) 535,956 3,700,421
Merger Expense 437,834 0 437,834
Interest Expense 4,313,385 (250,420) 4,123,049 61,600 173,187 205,969
-----------------------------------------------------------------------------------
Pre-Tax Income 4,394,744 (3,427,764) 4,758,279 (355,158) 362,769 3,056,618
Income Taxes 1,815,343 0 1,781,013 (126,661) 145,407 15,584
-----------------------------------------------------------------------------------
Net Income 2,579,401 (3,427,764) 2,977,266 (228,497) 217,362 3,041,034
===================================================================================
Dividend Appropriations-Preferred 14,942 0 14,942 0 0
Dividend Appropriations-Common 2,939,145 (3,450,000) 3,250,000 0 200,000 2,939,145
-----------------------------------------------------------------------------------
Earnings Available for Common Stock 2,564,459 (3,427,764) 2,962,324 (228,497) 217,362 3,041,034
-----------------------------------------------------------------------------------
Earnings Per Share 1.0322
Common Shares Outstanding 2,484,357 2,484,357
-----------------------------------------------------------------------------------
</TABLE>
Berkshire Energy Resources Consolidated Companies
Balance Sheet Consolidating Worksheet
As of December, 1999
<TABLE>
<CAPTION>
Consolidated Eliminations BER Utility Propane BSS
-----------------------------------------------------------------------------------
A S S E T S
- -----------
Utility Plant:
- --------------
<S> <C> <C> <C> <C> <C> <C>
Utility Plant In Service 112,761,703 112,761,703
Construction Work In Progress 5,383,941 5,383,941
Less: Depreciation of
Utility Plant In Service (35,185,165) (35,185,165)
Other Property:
- ---------------
Non-Utility Property 14,624,821 7,757,183 6,532,383 335,256
Less:Depr & Amort of Non-Utility
Property (7,266,807) (4,662,262) (2,582,170) (22,375)
Other 227 227
Current and Accrued Assets:
- ---------------------------
Cash 149,141 10,288 86,703 100 52,049
Investments In Associated Companies 0 (26,387,407) 26,387,407
Working Funds 3,700 3,700
Accounts Receivable 10,345,967 9,008,735 844,165 493,067
Less: Reserve for
Uncollectible Accounts (1,122,281) (1,106,074) (16,207)
Other Accounts Receivable 461,016 161,016 300,000
Intercompany Receivables (0) (7,109,001) 4,025,641 2,092,498 887,900 102,962
Intercompany Receivables-Loans 0 (7,500,000) 7,500,000
Materials and Supplies 4,746,401 4,493,425 33,350 219,626
Prepayments 194,171 181,076 13,095
Accrued Utility Revenues 33,101 33,101
Recoverable (Refundable) Gas Costs 2,739,673 2,739,673
Other Current Assets - CSV 572,802 572,802
Deferred Debits:
- ----------------
Unamortized Debt Discount
and Expenses 2,097,610 2,097,610
Preliminary Survey & Investigation
Charges 38,811 38,811
Clearing Accounts 27,353 27,353
Deferred Environmental Cleanup Costs 863,613 863,613
Other 1,033,560 1,033,560
Goodwill(net) 2,019,955 2,019,955
Capital Stock Expense 209,289 209,289
Recoverable Environmental
Cleanup Costs 3,334,920 3,334,920
-----------------------------------------------------------------------------------
TOTAL ASSETS 118,067,525 (40,996,408) 37,923,337 111,927,439 5,699,520 3,513,637
===================================================================================
CAPITALIZATION & LIABILITIES
- ----------------------------
Common Equity
- -------------
Common Stock 28,838,525 (5,994,478) 28,838,526 5,994,278 100 100
Premium On Common Stock 0 (20,392,929) 20,392,929
Retained Earnings 6,877,623 101,888 6,958,347 17,361 (199,973)
Red Cum Pref Stock (4.8/$100pv) 309,600 309,600
Long-Term Debt:
- ---------------
First Mortgage Bonds 10,000,000 10,000,000
Senior Note 8,000,000 8,000,000
Senior Note 16,000,000 16,000,000
Medium-Term Note 6,000,000 6,000,000
Current and Accrued Liabilities:
- --------------------------------
Notes Payable 22,350,000 7,500,000 14,850,000
Accounts Payable 2,654,585 2,460,124 33,411 161,059
Intercompany Payables (0) (6,358,993) 613,642 4,053,238 1,498,052 194,061
Intercompany Loans Payable 0 (7,500,000) 367,909 4,040,000 3,092,091
Customer Deposits 158,578 158,578
Taxes Accrued Interest Accrued (2,012,742) 15,584 (1,934,318) 54,530 (148,538)
Dividends Declared 748,036 (750,000) 744,417 753,620
Miscellaneous Current &
Accrued Liabilities 792,672 672,930 84,904 34,838
Deferred Credits:
- -----------------
Customer Advances for Construction 92,636 92,636
Unamortized Investment Tax Credit 1,035,717 1,035,717
Reserves:
- ---------
Deferred State Franchise Tax 1,499,753 1,504,741 (4,988)
Deferred Federal Income Tax 7,682,162 7,706,012 (23,850)
Other 587,430 587,430
Other Long-Term Liability 963,893 583,893 380,000
Contributions in Aid of Construction 1,205,406 1,205,406
Reserve for Environmental
Cleanup Costs 3,334,920 3,334,920
-----------------------------------------------------------------------------------
TOTAL LIABILITIES &
SHAREHOLDERS' EQUITY 118,067,525 (40,996,408) 37,923,337 111,927,439 5,699,520 3,513,637
===================================================================================
</TABLE>
EXHIBIT B
If, at the time a report on this form is filed, the registrant is required
to submit this report and any amendments thereto electronically via EDGAR,
the registrant shall furnish a Financial Data Schedule. The Schedule shall
set forth the financial and other data specified below that are applicable
to the registrant on a consolidated basis.
Item No. Caption Heading
1. Total Assets
2. Total Operating Revenues
3. Net Income
Consolidated Financial Data Schedule for the Year Ended December 31, 1999
(In Thousands)
1. Total Assets - $118,068
2. Total Operating Revenue - $ 51,775
3. Net Income - $ 2,580
EXHIBIT C
An organizational chart showing the relationship of each EWG or foreign
utility company to associate companies in the holding-company system.
None
The above-named claimant has caused this statement to be duly executed on
its behalf by its authorized officer on this 29th day of February 2000.
BERKSHIRE ENERGY RESOURCES
By: /s/ Scott S. Robinson
-------------------------------
Scott S. Robinson,
President
(Signature and printed name and
title of signing officer)
SEAL
Attest
By: /s/ Michael J. Marrone
- -----------------------------
Michael J. Marrone,
Vice President, Treasurer and
Chief Financial Officer
Name, title and address of officer to whom notices and correspondence
concerning this statement should be addressed:
Michael J. Marrone Vice President, Treasurer,
- ------------------ and Chief Financial Officer
(Name) (Title)
115 Cheshire Road, Pittsfield 01201
(Address)
