The following legend applies to the enclosed paper format of this filing only:
THIS CONFORMING PAPER FORMAT DOCUMENT IS BEING SUBMITTED
PURSUANT TO RULE 902(g) OF REGULATION S-T
March 3, 1994
VIA EDGAR AND FEDERAL EXPRESS
Securities and Exchange Commission
Operations Center, Mail Stop 0-7
6432 General Green Way
Alexandria, Virginia 22312
Re: Public Service Company of New Hampshire
Proposed Amendments to Revolving Credit Agreement
Ladies and Gentlemen:
Enclosed for filing on behalf of Public Service Company of New Hampshire
is its Declaration on Form U-1 regarding proposed amendments to its Revolving
Credit Agreement. The $2,000 filing fee has been sent to Account No. 910-8739
at Mellon Bank. An additional paper copy of this filing is being forwarded to
Keith O'Connell of the Commission's staff.
Please acknowledge receipt of the enclosed paper format of this filing by
stamping the enclosed copy of this letter and returning it to me in the
enclosed stamped, self-addressed envelope.
Very truly yours,
/s/ Paul N. Belval
cc: SEC Operations Center, Mail Stop 0-7
William C. Weeden, Esq.
Robert P. Wason
Keith O'Connell, Esq.
<PAGE>
FILE NO. 70-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM U-1
DECLARATION WITH RESPECT TO PROPOSED AMENDMENTS
TO REVOLVING CREDIT AGREEMENT OF
PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE
Under
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
Public Service Company of New Hampshire
1000 Elm Street
Manchester, New Hampshire 03105
(Names of companies filing this statement and addresses
of principal executive offices)
NORTHEAST UTILITIES
(Name of top registered holding company)
Robert P. Wax, Esq.
Vice President, Secretary and General Counsel
Northeast Utilities Service Company
Selden Street
Berlin, Connecticut 06037-0218
(Name and address of agent for service)
The Commission is requested to mail signed copies of all orders, notices and
communications to:
John B. Keane Jeffrey C. Miller, Esq.
Vice President and Assistant General Counsel
Treasurer Northeast Utilities Service Company
Northeast Utilities Service Company Selden Street
Selden Street Berlin, Connecticut 06037
Berlin, Connecticut 06037
Richard C. MacKenzie, Esq.
Day, Berry & Howard
CityPlace
Hartford, Connecticut 06103-3499
<PAGE>
ITEM 1
DESCRIPTION OF PROPOSED TRANSACTION
1. Public Service Company of New Hampshire ("PSNH"), a wholly owned
public utility subsidiary of Northeast Utilities ("NU"), a public utility
holding company registered under the Public Utility Holding Company Act of
1935, as amended (the "Act"), submits this declaration (the "Declaration")
pursuant to Sections 6(a) and 7 of the Act and Rule 50 thereunder with respect
to the amendment and extension of the term of the Revolving Credit Agreement
dated as of May 1, 1991 among PSNH, the banks named therein (the "Banks"),
Bankers Trust Company, Chemical Bank and Citibank, N.A., as Co-Agents, and
Chemical Bank, as Administrative Agent (the "Revolving Credit Agreement").
The Revolving Credit Agreement was entered into by PSNH in connection with
PSNH's reorganization from bankruptcy on May 16, 1991 and prior to its
acquisition by NU on June 5, 1992. As discussed further in paragraph 4, the
transactions contemplated by the Revolving Credit Agreement have been approved
by the Commission. See File No. 70-8048. Northeast Utilities, H.C.A. Rel. No.
25710 (December 16, 1992).
2. Under the Revolving Credit Agreement, PSNH has commitments from the
Banks for an aggregate of $125 million in short-term borrowings. PSNH's
obligations under the Revolving Credit Agreement are secured by a second
mortgage on certain of PSNH's assets. PSNH pays quarterly to each
participating Bank a facility fee (the "Facility Fee") equal to 25 basis points
per annum of that Bank's commitment, and it pays an agency fee to each of the
co-agents and the administrative agent as agreed to from time to time.
Presently, the Revolving Credit Agreement expires on May 14, 1994.
3. Interest on borrowings under the Revolving Credit Agreement accrues
on one or more of four bases, at PSNH's option. The first is a "Eurodollar
Rate" equal to the average of the co-agents' London interbank offered rates
plus a margin of 50 basis points. The second interest rate option is a "CD
Rate" equal to the average of the co-agents' certificate of deposit rates plus
a margin of 87.5 basis points. The third interest rate option is an "Alternate
Base Rate" equal to the greater of Chemical Bank's prime lending rate or the
Federal Funds Rate in effect plus a margin of 50 basis points. The final
interest rate option is a rate bid by some or all of the participating banks in
a competitive bid procedure. The margins on Eurodollar Rate, CD Rate and
Alternate Base Rate borrowings increase by 25 basis points if either Standard &
Poor's Corporation ("S&P") or Moody's Investor Service, Inc. fails to give
PSNH's first mortgage bonds an investment grade rating, and by 37.5 basis
points if the advance on which that interest is accruing would be considered a
"Highly Leveraged Transaction" under applicable banking regulations. On March
1, 1994, S&P downgraded its rating of PSNH's first mortgage bonds to "BB+,"
which is not an investment grade rating, so the 25 basis point additional
margin is currently in effect.
4. Borrowings under the Eurodollar Rate option can have maturities of
one, two, three or six months. Borrowings under the CD Rate option can have
maturities of 30, 60, 90 or 180 days. Borrowings under the Alternate Base Rate
option can be repaid at any time prior to the termination of the Revolving
Credit Agreement. Borrowings under the competitive bid option can have any
maturity up to 270 days. Borrowings under the Revolving Credit Agreement were
approved by the Commission in File No. 70-8048. Northeast Utilities, H.C.A.
Rel. No. 25710 (December 16, 1992). Borrowings under the Revolving Credit
Agreement (together with all other short-term borrowings undertaken by PSNH)
are subject to the short-term debt limit approved by the Commission from time-
to-time. PSNH's current short-term debt limit is set at $125 million. Id.
<PAGE>
5. As stated above, the Revolving Credit Agreement currently expires on
May 14, 1994. As PSNH explored various options available to replace the
facility under the Revolving Credit Agreement, it became apparent that the
terms of the Revolving Credit Agreement are as favorable to PSNH as any terms
PSNH could expect to receive for a new revolving credit facility. Accordingly,
PSNH has requested the Banks to extend the term of the present Revolving Credit
Agreement for two more years, to May 14, 1996. This extension will result in
the matching of the expiration date of the Revolving Credit Agreement with the
May 14, 1996 expiration date of PSNH's Term Credit Agreement dated as of May 1,
1991 with the same group of Banks (the "Term Credit Agreement"). It will also
result in significant transaction cost savings because PSNH will not need to
negotiate and draft entirely new documents.
6. In order to make conforming changes required by the extension of the
term of the Revolving Credit Agreement and to account for an increase in the
Facility Fee charged by the Banks, PSNH now proposes to make the following
additional amendments to the Revolving Credit Agreement:
-- PSNH will be required to maintain a ratio of operating income to
interest expense on a rolling four quarters basis, measured at the
end of each quarter, through September 30, 1994 of 1.50 to 1 and from
December 31, 1994 through May 14, 1996 of 1.75 to 1 (this change will
bring the above ratios for the two-year extension period in line with
the existing ratios required by the Term Credit Agreement);
-- PSNH will be required to maintain a common equity to total
capitalization ratio through June 30, 1994 of 0.21 to 1, from July 1,
1994 through June 30, 1995 of 0.23 to 1, and from July 1, 1995
through May 14, 1996 of 0.25 to 1 (this change will bring the above
ratios for the two-year extension period in line with the existing
ratios required by the Term Credit Agreement); and
-- the Facility Fee charged to PSNH under the Revolving Credit Agreement
may be increased from 25 basis points per annum ($312,500 in the
aggregate) to a higher amount that has not yet been negotiated, but
will not exceed a maximum of 37.5 basis points per annum ($468,750 in
the aggregate).
A draft of the proposed amendment to the Revolving Credit Agreement is filed
herewith as Exhibit B.2 (to be filed by amendment).
7. In consideration of the extension, the Banks will charge PSNH an
extension fee that has not yet been negotiated but will not exceed 15 basis
points of their respective commitments under the Revolving Credit Agreement, or
up to $187,500 in the aggregate.
8. To the extent the transaction described herein would be considered
the issuance of "securities," that transaction is exempt from the competitive
bidding requirement of Rule 50 under Rule 50(a)(2). The Revolving Credit
Agreement has a term of less than 10 years, it is with commercial banks, the
<PAGE>
"securities" issued under it will not be resold to the public, and no finder's
fee or other fee for negotiating this transaction will be paid to anyone except
that Northeast Utilities Service Company, an affiliate of PSNH, will be
reimbursed for its costs in arranging this transaction.
ITEM 2
FEES, COMMISSIONS AND EXPENSES
9. The estimated amounts of fees, commissions and expenses paid or
incurred, or to be paid or incurred, directly or indirectly, by PSNH with
respect to the amendments described herein are set forth in Exhibit H.
10. None of such fees, commissions or expenses will be paid to any
associate company or affiliate of PSNH except for financial and other services
to be performed at cost by Northeast Utilities Service Company, an affiliated
service company, and except that C. Duane Blinn, a member of the firm of Day,
Berry & Howard, counsel to PSNH, is Assistant Secretary of Connecticut Yankee
Atomic Power Company, an affiliate, and the estimate of legal fees will include
payment to be made to that firm for legal services rendered in connection with
the transactions proposed in this Declaration.
ITEM 3
APPLICABLE STATUTORY PROVISIONS
11. The following sections of the Act, and the Rules promulgated by the
Commission pursuant to the Act, are or may be applicable to the transactions
described herein:
Sections of
the Act Transactions to Which Sections Are or May be Applicable
<PAGE>
6(a) and 7 Amendment to and extension of term of Revolving Credit
Agreement
Rules Issued
by SEC Pursuant
to the Act Transactions to Which Rules Are or May be Applicable
Rule 50(a)(2) Amendment to and extension of term of Revolving Credit
Agreement
PSNH requests the Commission's approval, pursuant to this Declaration, of all
transactions connected to the extension of the term of the Revolving Credit
Agreement and the amendments described above, whether under the above
enumerated sections of the Act and the rules thereunder or otherwise.
ITEM 4
REGULATORY APPROVALS
12. In addition to the approval of the Commission, approvals or waivers
are required from the public utility commissions of New Hampshire and
Connecticut. A copy of the application to the New Hampshire Public Utilities
Commission ("NHPUC") will be filed by amendment as Exhibit D.1, and a copy of
the order of the NHPUC approving the transactions described herein will be
filed by amendment as Exhibit D.2. A copy of the request for a waiver from the
approval requirement filed with the Connecticut Department of Public Utility
Control ("CDPUC") will be filed by amendment as Exhibit D.3, and a copy of the
order the CDPUC granting that waiver will be filed by amendment as Exhibit D.4.
ITEM 5
PROCEDURE
<PAGE>
13. PSNH intends to close the transactions described herein by April 29,
1994. Accordingly, PSNH requests the Commission to issue its order allowing
this Declaration to become effective as soon as practicable and in any event no
later than April 15, 1994.
14. PSNH hereby waives a recommended decision by a hearing officer or
other responsible officer of the Commission and consents 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 and hereby
requests that the Commission's order become effective forthwith upon issuance.
ITEM 6
EXHIBITS AND FINANCIAL STATEMENTS
(a) EXHIBITS
(Asterisked (*) items are to be filed by subsequent amendment.)
B.1 Revolving Credit Agreement dated as May 1, 1991 among PSNH, the Banks
named therein, Bankers Trust Company, Chemical Bank and Citibank, N.A., as
co-agents, and Chemical Bank, as administrative agent. (see Exhibit 4.12
to a Form 8-K report, File No. 1-6392, filed by PSNH on February 10, 1992,
and incorporated herein by reference)
*B.2 Amendment to Revolving Credit Agreement
*D.1 NHPUC Application
*D.2 NHPUC Order
*D.3 Request for Waiver from CDPUC
*D.4 Waiver from CDPUC
*F Opinion of Counsel
G Financial Data Schedule
H Statement of Fees, Commissions and Expenses
I Proposed Form of Notice
(b) FINANCIAL STATEMENTS
1. Public Service Company of New Hampshire
<PAGE>
1.1 Balance Sheet, per books and pro forma, as of December 31, 1993
1.2 Statement of Income, per books and pro forma, for the twelve months
ended December 31, 1993
2. Northeast Utilities and Subsidiaries (consolidated)
2.1 Balance Sheet, per books and pro forma, as of December 31, 1993
2.2 Statement of Income, per books and pro forma, for the twelve months
ended December 31, 1993
ITEM 7
INFORMATION AS TO ENVIRONMENTAL EFFECTS
(a) The steps required for the implementation of the transactions
described herein involve amendments to certain agreements entered into by PSNH.
As such, the issuance of an order by the Commission with respect to this
Declaration is not a major federal action significantly affecting the quality
of the human environment.
(b) No.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Public Utility Holding Company Act of
1935, as amended, the undersigned has duly caused this Declaration to be signed
on its behalf by the undersigned thereunto duly authorized.
Dated: March 3, 1994
Public Service Company of New Hampshire
By: /s/ John B. Keane
John B. Keane
Vice President and Treasurer
<PAGE>
EXHIBIT INDEX
The following exhibits and financial statements are filed herewith:
Exhibits
B.1 Revolving Credit Agreement (incorporated by reference)
G Financial Data Schedule
H Statement of Fees, Commissions and Expenses
I Proposed Form of Notice
Financial Statements
1.1 Balance Sheet of PSNH
1.2 Statement of Income of PSNH
2.1 Balance Sheet of NU and Subsidiaries (consolidated)
2.2 Statement of Income of NU and Subsidiaries (consolidated)
<PAGE>
<TABLE>
<CAPTION>
PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE Exhibit G
FINANCIAL DATA SCHEDULE
AS OF DECEMBER 31, 1993
(THOUSANDS OF DOLLARS)
PRO FORMA
GIVING EFFECT
ITEM PRO FORMA TO PROPOSED
# DESCRIPTION PER BOOK ADJUSTMENTS TRANSACTION
<S> <C> <C> <C>
1 Total Net Utility Plant 1,549,654 1,549,654
2 Other Property and Investments 21,731 21,731
3 Total Current Assets 170,905 (344) 170,561
4 Total Deferred Charges 1,032,221 1,032,221
5 Balancing amount for Total Assets 0 0
6 Total Assets 2,774,511 (344) 2,774,167
7 Common Stock 1 1
8 Capital Surplus, Paid In 421,245 421,245
9 Retained Earnings 60,840 (209) 60,631
10 Total Common Stockholders Equity 482,086 (209) 481,877
11 Preferred Stock Subject to Mandatory Redem 125,000 125,000
12 Preferred Stock Not Subject to Mandatory R 0 0
13 Long Term Debt, Net 999,985 999,985
14 Short Term Notes 2,500 2,500
15 Notes Payable 0 0
16 Commercial Paper 0 0
17 Long Term Debt-Current Portion 94,000 94,000
18 Preferred Stock-Current Portion 0 0
19 Obligations Under Capital Leases 815,553 815,553
20 Obligations Under Capital Leases-Current P 41,006 41,006
21 Balancing amount of Capitalization and Lia 214,381 (135) 214,246
22 Total Capitalization and Liabilities 2,774,511 (344) 2,774,167
23 Gross Operating Revenue 864,415 864,415
24 Federal and State Income Taxes Expense 107,938 (135) 107,803
25 Other Operating Expenses 650,943 650,943
26 Total Operating Expenses 758,881 (135) 758,746
27 Operating Income (Loss) 105,534 135 105,669
28 Other Income (Loss), Net 25,456 25,456
<PAGE>
29 Income Before Interest Charges 130,990 135 131,125
30 Total Interest Charges 78,753 344 79,097
31 Net Income 52,237 (209) 52,028
32 Preferred Stock Dividends 13,250 13,250
33 Earnings Available For Common Stock 38,987 (209) 38,778
34 Common Stock Dividends 0 0
35 Total Annual Interest Charges on All Bonds 77,842 77,842
36 Cash Flow From Operations 188,558 (209) 188,349
37 Earnings Per Share-Primary 38,987.00 38,987.00
38 Earnings Per Share-Fully Diluted 38,987.00 38,987.00
<PAGE>
NORTHEAST UTILITIES AND SUBSIDIARIES Exhibit G
FINANCIAL DATA SCHEDULE
AS OF DECEMBER 31, 1993
(THOUSANDS OF DOLLARS)
PRO FORMA
GIVING EFFECT
ITEM PRO FORMA TO PROPOSED
# DESCRIPTION PER BOOK ADJUSTMENTS TRANSACTION
1 Total Net Utility Plant 6,669,661 6,669,661
2 Other Property and Investments 350,626 350,626
3 Total Current Assets 770,497 (344) 770,153
4 Total Deferred Charges 2,877,380 2,877,380
5 Balancing amount for Total Assets 0 0
6 Total Assets 10,668,164 (344) 10,667,820
7 Common Stock 442,830 442,830
8 Capital Surplus, Paid In 901,740 901,740
9 Retained Earnings 879,518 (209) 879,309
10 Total Common Stockholders Equity 2,224,088 (209) 2,223,879
11 Preferred Stock Subject to Mandatory Redem 380,500 380,500
12 Preferred Stock Not Subject to Mandatory R 239,700 239,700
13 Long Term Debt, Net 4,045,468 4,045,468
14 Short Term Notes 0 0
15 Notes Payable 173,500 173,500
16 Commercial Paper 0 0
17 Long Term Debt-Current Portion 416,392 416,392
18 Preferred Stock-Current Portion 3,750 3,750
19 Obligations Under Capital Leases 171,004 171,004
20 Obligations Under Capital Leases-Current P 72,756 72,756
21 Balancing amount of Capitalization and Lia 2,941,006 (135) 2,940,871
22 Total Capitalization and Liabilities 10,668,164 (344) 10,667,820
23 Gross Operating Revenue 3,629,093 3,629,093
24 Federal and State Income Taxes Expense 243,854 (135) 243,719
25 Other Operating Expenses 2,933,564 2,933,564
26 Total Operating Expenses 3,177,418 (135) 3,177,283
27 Operating Income (Loss) 451,675 135 451,810
28 Other Income (Loss), Net 137,729 137,729
29 Income Before Interest Charges 589,404 135 589,539
30 Total Interest Charges 291,760 344 292,104
31 Net Income 297,644 (209) 297,435
32 Preferred Stock Dividends 47,691 47,691
<PAGE>
33 Earnings Available For Common Stock 249,953 (209) 249,744
34 Common Stock Dividends 218,179 218,179
35 Total Annual Interest Charges on All Bonds 333,163 333,163
36 Cash Flow From Operations 920,189 (209) 919,980
37 Earnings Per Share-Primary 2.02 2.02
38 Earnings Per Share-Fully Diluted 1.86 1.86
</TABLE>
<PAGE>
EXHIBIT H
STATEMENT OF FEES,
COMMISSIONS AND EXPENSES
SEC Filing Fee $ 2,000
Bank's Counsel Fees $15,000
PSNH's Counsel Fees $25,000
Sub-Total $42,000
Extension Fee (Maximum) $187,500
TOTAL $229,500
<PAGE>
EXHIBIT I
PROPOSED FORM OF NOTICE
[RELEASE NO. _____________]
PROPOSED AMENDMENTS TO REVOLVING CREDIT
AGREEMENT OF PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE
________________, 1994
Public Service Company of New Hampshire ("PSNH"), a subsidiary of
Northeast Utilities ("NU"), a public utility holding company registered under
the Public Utility Holding Company Act of 1935, as amended (the "Act"), has
filed a declaration (the "Declaration") with this Commission pursuant to
Sections 6(a) and 7 of the Act and Rule 50(a)(2) thereunder. PSNH is located
at 1000 Elm Street, Manchester, New Hampshire 03105. Authorization is
requested for PSNH to extend the term of the Revolving Credit Agreement dated
as of May 1, 1991 among PSNH, the banks named therein, Bankers Trust Company,
Chemical Bank and Citibank, N.A., as co-agents, and Chemical Bank, as
administrative agent (the "Revolving Credit Agreement") to May 14, 1996 and to
amend certain financial covenants and other provisions in the Revolving Credit
Agreement to account for the agreement's extended term.
The Revolving Credit Agreement currently expires on May 14, 1994. PSNH
has explored the terms on which it could replace the facility available to it
under the Revolving Credit Agreement with another revolving credit facility,
and PSNH has determined that it is unlikely to be able to replace its existing
revolving credit facility with a more favorable facility. Therefore, PSNH has
chosen to extend the current facility. In addition, extending the term of the
Revolving Credit Agreement to May 14, 1996 will result in the matching of the
term of that agreement with the term of the Term Credit Agreement which PSNH
has with the same group of banks. PSNH states that extending the Revolving
Credit Agreement instead of replacing it will allow it to realize significant
savings on transactions costs. Certain amendments to the Revolving Credit
Agreement are required because of the extension of the term, and PSNH has
proposed to make those amendments.
PSNH states that it intends to request the Commission's approval, pursuant
to the Declaration, of all transactions connected to the extension of the term
of the Revolving Credit Agreement and the amendments described above, whether
under the enumerated sections of the Act and the rules thereunder or otherwise.
The Declaration and any amendments thereto are available for public
inspection through the Commission's Office of Public Reference. Any interested
persons wishing to comment or request a hearing on the Declaration should
submit their views in writing by _____________, 1994, to the Secretary,
Securities and Exchange Commission, Washington, D.C. 20549, and serve a copy on
PSNH at the address specified above. Proof of service (by affidavit or, in the
case of an attorney at law, by certificate) should be filed with the request.
Any request for hearing shall identify specifically the issues of fact or law
that are disputed. A person who so requests will be notified of any hearing,
if ordered, and will receive a copy of any notice or order issued in this
matter. After said date, the declaration, as filed or as it may be further
amended, may be granted.
For the Commission, by the Division of Investment Management, pursuant to
delegated authority.
<PAGE>
<TABLE>
<CAPTION>
PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE
CONSOLIDATED BALANCE SHEET
AS OF DECEMBER 31, 1993
(THOUSANDS OF DOLLARS)
FINANCIAL STATEMENT 1.1 PAGE 1 OF 2
PRO FORMA
GIVING EFFECT
PRO FORMA TO PROPOSED
PER BOOK ADJUSTMENTS* TRANSACTION
ASSETS
UTILITY PLANT, AT ORIGINAL COST:
<S> <C> <C> <C>
ELECTRIC $1,980,050 $1,980,050
LESS: ACCUMULATED PROVISION FOR
DEPRECIATION 441,076 441,076
------------- ------------- -------------
1,538,974 0 1,538,974
CONSTRUCTION WORK IN PROGRESS 8,573 8,573
NUCLEAR FUEL, NET 2,107 2,107
------------- ------------- -------------
TOTAL NET UTILITY PLANT 1,549,654 0 1,549,654
OTHER PROPERTY AND INVESTMENTS:
NUCLEAR DECOMMISSIONING TRUS, AT COST 1,486
INVESTMENTS IN REGIONAL NUCLEAR
GENERATING AND SUBSIDIARY COMPANIES,
AT EQUITY 19,816
OTHER, AT COST 429
------------- ------------- -------------
TOTAL OTHER PROP. & INVEST. 21,731
CURRENT ASSETS:
CASH AND SPECIAL DEPOSITS 5,995 (344)(a) 5,651
RECEIVABLES, NET 76,665 76,665
RECEIVABLES FROM AFFILIATED COMPANIES 859 859
ACCRUED UTILITY REVENUES 35,770 35,770
FUEL, MATERIAL AND SUPPLIES, AT
AVERAGE COST 41,187 41,187
PREPAYMENTS AND OTHER 10,429 10,429
------------- ------------- -------------
TOTAL CURRENT ASSETS 170,905 (344) 170,561
DEFERRED CHARGES:
<PAGE>
REGULATORY ASSET, NET 823,748 823,748
UNRECOVERED CONTRACT OBLIGATIONS-YEAC 24,150 24,150
UNAMORTIZED DEBT EXPENSE 19,643 19,643
ENERGY ADJUSTMENT CLAUSE 122,478 122,478
DEFERRED RECEIVABLE FROM ASSOCIATED
COMPANY 33,284 33,284
OTHER 8,918 8,918
------------- ------------- -------------
TOTAL DEFERRED CHARGES 1,032,221 0 1,032,221
------------- ------------- -------------
TOTAL ASSETS $2,774,511 ($344) $2,774,167
========= ========= =========
* EXPLANATION AT FINANCIAL STATEMENT 1.2 PAGE 2 OF 2
<PAGE>
PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE
CONSOLIDATED BALANCE SHEET
AS OF DECEMBER 31, 1993
(THOUSANDS OF DOLLARS)
FINANCIAL STATEMENT 1.1 PAGE 2 OF 2
PRO FORMA
GIVING EFFECT
PRO FORMA TO PROPOSED
PER BOOK ADJUSTMENTS* TRANSACTION
CAPITALIZATION AND LIABILITIES
CAPITALIZATION:
COMMON SHARES $1 $1
CAPITAL SURPLUS, PAID IN 421,245 421,245
RETAINED EARNINGS 60,840 (209) 60,631
------------- ------------- -------------
TOTAL COMMON STOCKHOLDER EQUITY 482,086 (209) 481,877
PREFERRED STOCK SUBJECT TO MANDATORY
REDEMPTION 125,000 125,000
LONG-TERM DEBT 999,985 999,985
------------- ------------- -------------
TOTAL CAPITALIZATION 1,607,071 (209) 1,606,862
OBLIGATIONS UNDER CAPITAL LEASES 815,553 815,553
CURRENT LIABILITIES:
NOTES PAYABLE TO AFFILIATED COMPANY 2,500 2,500
LONG-TERM DEBT CURRENT PORTION 94,000 94,000
OBLIGATIONS UNDER CAPITAL LEASES -
CURRENT PORTION 41,006 41,006
ACCOUNTS PAYABLE 27,119 27,119
ACCOUNTS PAYABLE TO AFFILIATED COMPANIE 17,576 17,576
ACCRUED TAXES 122 (135)(b) (13)
ACCRUED INTEREST 11,142 11,142
OTHER 53,904 53,904
------------- ------------- -------------
TOTAL CURRENT LIABILITIES 247,369 (135) 247,234
DEFERRED CREDITS:
DEFERRED CONTRACT OBLIGATION-YEAC 24,150 24,150
ACCUMULATED DEFERRED INVESTMENT
TAX CREDITS 6,174 6,174
<PAGE>
OTHER 74,194 74,194
------------- ------------- -------------
TOTAL DEFERRED CREDITS 104,518 0 104,518
------------- ------------- -------------
TOTAL CAPITALIZATION AND
LIABILITIES $2,774,511 ($344) $2,774,167
========= ========= =========
* EXPLANATION AT FINANCIAL STATEMENT 1.2 PAGE 2 OF 2
<PAGE>
PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE
CONSOLIDATED INCOME STATEMENT
FOR 12 MONTHS ENDED DECEMBER 31, 1993
(THOUSANDS OF DOLLARS)
FINANCIAL STATEMENT 1.2 PAGE 1 OF 2
PROFORMA * PRO FORMA
GIVING EFFECT GIVING EFFECT
TO THE PRO FORMA ** TO PROPOSED
ACQUISITION ADJUSTMENTS TRANSACTION
OPERATING REVENUE $864,415 $0 $864,415
------------- ------------- -------------
OPERATING EXPENSES:
OPERATIONS 544,984 544,984
DEPRECIATION 38,580 38,580
AMORTIZATION OF REGULATORY ASSET 67,379 67,379
FEDERAL AND STATE INCOME TAXES 107,938 (135)(b) 107,803
------------- ------------- -------------
TOTAL OPERATING EXPENSES 758,881 (135) 758,746
------------- ------------- -------------
OPERATING INCOME: 105,534 135 105,669
------------- ------------- -------------
OTHER INCOME: 25,456 0 25,456
------------- ------------- -------------
INCOME BEFORE INTEREST CHARGES 130,990 135 131,125
------------- ------------- -------------
TOTAL INTEREST CHARGES 78,753 344 (a) 79,097
------------- ------------- -------------
NET INCOME 52,237 (209) 52,028
------------- ------------- -------------
PREFERRED DIVIDENDS 13,250 0 13,250
------------- ------------- -------------
EARNINGS FOR COMMON 38,987 (209) 38,778
========= ========= =========
* EXPLANATION AT FINANCIAL STATEMENT 1.2 PAGE 2 OF 2
<PAGE>
PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE
EXPLANATION OF ADJUSTMENTS
(THOUSANDS OF DOLLARS)
FINANCIAL STATEMENT 1.2 PAGE 2 OF 2
DEBIT CREDIT
(a) INTEREST EXPENSE 344
CASH 344
To record the increase in the annual facility fee of .125% and to record the extension
(b) ACCRUED TAXES 135
FEDERAL AND STATE INCOME TAX EXPENSE 135
To record the reduction in Federal and State income taxes due to the higher interest an
($344 x 39.28%) = 135
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
NORTHEAST UTILITIES AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
AS OF DECEMBER 31, 1994
(THOUSANDS OF DOLLARS)
FINANCIAL STATEMENT 2.1 PAGE 1 OF 2
PRO FORMA
GIVING EFFECT
PRO FORMA TO PROPOSED
PER BOOK ADJUSTMENTS* TRANSACTION
ASSETS
UTILITY PLANT, AT ORIGINAL COST:
<S> <C> <C> <C>
ELECTRIC $9,119,285 $9,119,285
OTHER 146,228 146,228
------------- --------------- -------------
9,265,513 0 9,265,513
LESS: ACCUMULATED PROVISION FOR
DEPRECIATION 3,021,987 3,021,987
------------- --------------- -------------
6,243,526 0 6,243,526
CONSTRUCTION WORK IN PROGRESS 208,084 208,084
NUCLEAR FUEL, NET 218,051 218,051
------------- --------------- -------------
TOTAL NET UTILITY PLANT 6,669,661 0 6,669,661
------------- --------------- -------------
OTHER PROPERTY AND INVESTMENTS:
NUCLEAR DECOMMISSIONING TRUST, AT COST 206,179 206,179
INVESTMENTS IN REGIONAL NUCLEAR
GENERATING COMPANIES, AT EQUITY 81,029 81,029
INVESTMENTS IN TRANSMISSION
COMPANIES, AT EQUITY 26,536 26,536
OTHER, AT COST 36,882 36,882
------------- --------------- -------------
350,626 0 350,626
------------- --------------- -------------
CURRENT ASSETS:
CASH AND SPECIAL DEPOSITS 32,008 (344)(a) 31,664
NOTES AND ACCOUNTS RECEIVABLE, NET 357,449 357,449
ACCRUED UTILITY REVENUES 150,794 150,794
FUEL, MATERIAL AND SUPPLIES, AT
AVERAGE COST 194,968 194,968
<PAGE>
RECOVERABLE ENERGY COSTS, NET 667 667
PREPAYMENTS AND OTHER 34,611 34,611
------------- --------------- -------------
TOTAL CURRENT ASSETS 770,497 (344) 770,153
------------- --------------- -------------
DEFERRED CHARGES:
UNAMORTIZED DEBT EXPENSE 37,444 37,444
ENERGY ADJUSTMENT CLAUSE 148,789 148,789
DEFERRED C&LM COSTS & DOE ASSESSMENT 111,442 111,442
DEFERRED COSTS - NUCLEAR PLANTS 294,004 294,004
AMORTIZABLE PROPERTY INVESTMENT - 34,229 34,229
UNRECOVERED CONTRACT OBLIGATION-YEAC 132,826 132,826
REGULATORY ASSETS, NET 769,498 769,498
DEFERRED CHARGE-SFAS 109 1,183,716 1,183,716
OTHER 165,432 165,432
------------- --------------- -------------
TOTAL DEFERRED CHARGES 2,877,380 0 2,877,380
------------- --------------- -------------
TOTAL ASSETS $10,668,164 ($344) $10,667,820
========= ========= =========
* EXPLANATION AT FINANCIAL STATEMENT 2.2 PAGE 2 OF 2
<PAGE>
NORTHEAST UTILITIES AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
AS OF DECEMBER 31, 1994
(THOUSANDS OF DOLLARS)
FINANCIAL STATEMENT 2.1 PAGE 2 OF 2
PRO FORMA
GIVING EFFECT
PRO FORMA TO PROPOSED
PER BOOK ADJUSTMENTS* TRANSACTION
CAPITALIZATION AND LIABILITIES
CAPITALIZATION:
COMMON SHARES $671,035 $671,035
CAPITAL SURPLUS, PAID IN 901,740 901,740
DEFERRED BENEFIT PLAN - ESOP (228,205) (228,205)
RETAINED EARNINGS 879,518 (209) 879,309
------------- --------------- -------------
TOTAL COMMON STOCKHOLDER'S EQUITY 2,224,088 (209) 2,223,879
PREFERRED STOCK NOT SUBJECT TO
MANDATORY REDEMPTION 239,700 239,700
PREFERRED STOCK SUBJECT TO MANDATORY
REDEMPTION 380,500 380,500
LONG-TERM DEBT, NET 4,045,468 4,045,468
------------- --------------- -------------
TOTAL CAPITALIZATION 6,889,756 (209) 6,889,547
OBLIGATIONS UNDER CAPITAL LEASES 171,004 171,004
CURRENT LIABILITIES:
NOTES PAYABLE TO BANKS 173,500 173,500
COMMERCIAL PAPER 0 0
LONG-TERM DEBT AND PREFERRED STOCK -
CURRENT PORTION 420,142 420,142
OBLIGATIONS UNDER CAPITAL LEASES -
CURRENT PORTION 72,756 72,756
ACCOUNTS PAYABLE 229,118 229,118
ACCRUED TAXES 40,501 (135)(b) 40,366
ACCRUED INTEREST 69,682 69,682
OTHER 166,366 166,366
------------- --------------- -------------
TOTAL CURRENT LIABILITIES 1,172,065 (135) 1,171,930
<PAGE>
DEFERRED CREDITS:
ACCUMULATED DEFERRED INCOME TAXES 1,911,981 1,911,981
ACCUMULATED DEFERRED INVESTMENT
TAX CREDITS 201,635 201,635
DEFERRED CONTRACT OBLIGATION-YEAC 132,826 132,826
DEFERRED DOE ASSESSMENT RESERVE 43,034 43,034
OTHER 145,863 145,863
------------- --------------- -------------
TOTAL DEFERRED CREDITS 2,435,339 0 2,435,339
------------- --------------- -------------
TOTAL CAPITALIZATION AND
LIABILITIES $10,668,164 ($344) $10,667,820
========= ========= =========
* EXPLANATION AT FINANCIAL STATEMENT 2.2 PAGE 2 OF 2
NORTHEAST UTILITIES AND SUBSIDIARIES
CONSOLIDATED INCOME STATEMENT
FOR 12 MONTHS ENDED DECEMBER 31, 1993
(THOUSANDS OF DOLLARS)
FINANCIAL STATEMENT 2.2 PAGE 1 OF 2
PRO FORMA
GIVING EFFECT
PRO FORMA TO PROPOSED
PER BOOK ADJUSTMENTS* TRANSACTION
OPERATING REVENUE $3,629,093 $0 $3,629,093
OPERATING EXPENSES:
OPERATION -
FUEL PURCHASE & INTERCHANGE POWER 917,957 917,957
OTHER 979,403 979,403
MAINTENANCE 265,926 265,926
DEPRECIATION 321,359 321,359
AMORTIZATION/DEFERRALS OF REGULATORY
ASSETS, NET 208,506 208,506
FEDERAL AND STATE INCOME TAXES 243,854 (135)(b) 243,719
TAXES OTHER THAN INCOME TAXES 240,413 240,413
------------- --------------- -------------
TOTAL OPERATING EXPENSES 3,177,418 (135) 3,177,283
------------- --------------- -------------
OPERATING INCOME: 451,675 135 451,810
------------- --------------- -------------
<PAGE>
OTHER INCOME:
DEFERRED NUCLEAR PLANTS RETURN-OTHER
FUNDS 38,373 38,373
EQUITY IN EARNINGS OF REGIONAL NUCLEAR
GENERATING COMPANIES 12,980 12,980
OTHER, NET 4,747 4,747
INCOME TAXES - CREDIT 29,948 29,948
------------- --------------- -------------
OTHER INCOME, NET 86,048 0 86,048
------------- --------------- -------------
INCOME BEFORE INTEREST CHARGES 537,723 135 537,858
------------- --------------- -------------
INTEREST CHARGES:
INTEREST ON LONG-TERM DEBT 333,163 344 (a) 333,507
OTHER INTEREST 13,059 13,059
DEFERRED NUCLEAR PLANTS RETURN -
BORROWED FUNDS, NET OF INCOME TAX (54,462) (54,462)
------------- --------------- -------------
TOTAL INTEREST CHARGES 291,760 344 292,104
------------- --------------- -------------
INCOME BEFORE EFFECT OF ACCOUNTING
CHANGE AND PREFERRED DIVIDEND 245,963 (209) 245,754
CUMULATIVE EFFECT OF ACCOUNTING CHANGE 51,681 51,681
PREFERRED DIVIDENDS OF SUBSIDIARIES 47,691 47,691
------------- --------------- -------------
NET INCOME 249,953 (209) 249,744
TAX BENEFIT OF ESOP DIVIDEND 0 0
------------- --------------- -------------
EARNINGS FOR COMMON SHARE $249,953 ($209) $249,744
EARNINGS PER COMMON SHARE:
BEFORE ACCOUNTING CHANGE $1.60 $1.60
EFFECT OF ACCOUNTING CHANGE $0.42 $0.42
TOTAL EARNINGS PER COMMON SHARE $2.02 $2.01
COMMON SHARES OUTSTANDING 123,947,631 123,947,631
========= =========
* EXPLANATION AT FINANCIAL STATEMENT 2.2 PAGE 2 OF 2
NORTHEAST UTILITIES AND SUBSIDIARIES
EXPLANATION OF ADJUSTMENTS
(THOUSANDS OF DOLLARS)
<PAGE>
FINANCIAL STATEMENT 2.2 PAGE 2 OF 2
DEBIT CREDIT
(a) INTEREST EXPENSE 344
CASH 344
To record the increase in the annual facility fee of .125% and to record the extension
(b) ACCRUED TAXES 135
FEDERAL AND STATE INCOME TAX EXPENSE 135
To record the reduction in Federal and State income taxes due to the higher interest an
($344 x 39.28%) = 135
</TABLE>
