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File No. 70-8803
CERTIFICATE OF NOTIFICATION
(Rule 24)
SECURITIES AND EXCHANGE COMMISSION
BY
NEES Energy, Inc.
In accordance with the order of the Securities and Exchange Commission
dated May 23, 1996, the following is a report for the third quarter of 1996:
1. NEES Energy, Inc. (NEES Energy), a Massachusetts Corporation, was
formed on June 14, 1996. The corporation was capitalized on
August 9, 1996 when one thousand shares of NEES Energy common
stock were issued and sold to New England Electric System (NEES).
2. As of September 30, 1996 NEES had purchased 1,000 shares of NEES
Energy common stock and made subordinated loans totaling $380,000
to NEES Energy.
3. As of September 30, 1996 NEES Energy had no permanent personnel.
However, during the third quarter of 1996, the following
individuals were assigned on a substantially full-time basis, to
perform various duties on behalf of NEES Energy:
Arthur Pearson
Tom Rogers
John Dickson
Mary Smith
Jim Whitehead
Charlie Wheeler
Ann Hatcher
Larry Union
Peter Gibson
Marcy Reed
Frank Bierne
William O'Brien, III
All of the above were employees of New England Power Service Company
during the period covered by the filing. The cost of the service
provided to NEES Energy reflects the compensation of the individuals
assigned and the actual overhead costs of New England Power Service
Company.
4. During the third quarter of 1996 NEES Energy had no kilowatt hours
sold or marketed.
5. In September 1996, NEES Energy entered into a joint venture with a
subsidiary of Eastern Enterprises, AllEnergy Marketing Company,
Inc. and formed AllEnergy Marketing Co, LLC (AllEnergy), a limited
liability corporation. NEES Energy has proposed to invest, from
time to time amounts not to exceed fifty million dollars in
AllEnergy. AllEnergy will engage in the business of marketing and
selling energy commodities and energy related services. The
proposed investment in AllEnergy is subject to SEC approval.
6. Attached in Exhibits A through C are a balance sheet, income
statement, and statements of cash flow for the quarter and twelve
months ended September 30, 1996.
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Pursuant to the requirements of the Public Utility Holding Company Act
of 1935, the undersigned company has duly caused this certificate of
notification (Commission's File No. 70-8803) to be signed on its behalf by
the undersigned officer thereunto duly authorized.
By: s/John G. Cochrane
___________________________
John G. Cochrane
Treasurer
Date: November 27, 1996
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EXHIBIT INDEX
Exhibit No. Description Page
- ----------- ----------- ----
A Balance Sheet at September 30, 1996 Filed
(Unaudited, subject to adjustment) herewith
B1 Statement of Income and Accumulated Deficit Filed
For the Quarter ended September 30, 1996 herewith
(Unaudited, Subject to Adjustment)
C1 Statement of Cash Flows Filed
For the Quarter Ended September 30, 1996 herewith
(Unaudited, Subject to Adjustment)
B2 Statement of Income and Accumulated Deficit Filed
For the Twelve Months ended September 30, 1996 herewith
(Unaudited, Subject to Adjustment)
C2 Statement of Cash Flows Filed
For the Twelve Months September 30, 1996 herewith
(Unaudited, Subject to Adjustment)
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Exhibit A
NEES Energy, Inc.
Balance Sheet
As of September 30, 1996
(Unaudited, Subject to Adjustment)
ASSETS
- ------
Current assets:
Cash $ 45,077
Accounts Receivable from associated companies 2,472
Tax Benefit Receivable 259,335
-------
Total Assets $306,884
=======
LIABILITIES AND PARENT COMPANY'S INVESTMENT
- -------------------------------------------
Current liabilities:
Accounts payable to associated companies $ 407,507
Parent Company's Investment:
Common stock, par value $1 per share 1,000
Subordinated notes payable to parent 380,000
Accumulated Deficit (481,623)
---------
(100,623)
---------
Total Liabilities and Parent Company's Investment $306,884
=======
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Exhibit B1
NEES ENERGY, INC.
Statement of Income and Accumulated Deficit
For the Quarter ended September 30, 1996
(Unaudited, Subject to Adjustment)
INCOME
Operating Revenue $ 0
--------
EXPENSE
Other Operating Expenses 740,958
Federal Income Tax (259,335)
---------
Total Operating Expenses 481,623
--------
Net Income/(Loss) (481,623)
Retained Earnings at beginning of period 0
--------
Accumulated Deficit at end of period $(481,623)
========
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Exhibit C1
NEES Energy, Inc.
Statement of Cash Flows
For the Quarter Ended September 30, 1996
(Unaudited, Subject to Adjustment)
Operating Activities:
Net Income/(Loss) ($481,623)
Adjustments to reconcile net income/(loss) to
net cash provided by operating activities:
Increase in tax benefit receivable (259,335)
Increase in accounts receivable (2,472)
Increase in accounts payable 407,507
--------
Net cash provided by operating activities (335,923)
Financing Activities:
Issue of common stock 1,000
Subordinated notes payable to parent-issues 380,000
-------
Net cash provided by financing activities 381,000
Net increase in cash and cash equivalents 45,077
Cash and cash equivalents at beginning of period 0
-------
Cash and cash equivalents at end of period $45,077
======
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Exhibit B2
NEES ENERGY, INC.
Statement of Income and Accumulated Deficit
For the Twelve Months ended September 30, 1996
(Unaudited, Subject to Adjustment)
INCOME
Operating Revenue $ 0
--------
EXPENSE
Other Operating Expenses 740,958
Federal Income Tax (259,335)
---------
481,623
---------
Net Income/(Loss) (481,623)
Retained Earnings at beginning of period 0
---------
Accumulated Deficit at end of period ($481,623)
=========
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Exhibit C2
NEES Energy, Inc.
Statement of Cash Flows
For the Twelve Months September 30, 1996
(Unaudited, Subject to Adjustment)
Operating Activities:
Net Income/(Loss) ($481,623)
Adjustments to reconcile net income/(loss) to
net cash provided by operating activities:
Increase in tax benefit receivable (259,335)
Increase in accounts receivable (2,472)
Increase in accounts payable 407,507
--------
Net cash provided by operating activities (335,923)
Financing Activities:
Issue of common stock 1,000
Subordinated notes payable to parent-issues 380,000
-------
Net cash provided by financing activities 381,000
Net increase in cash and cash equivalents 45,077
Cash and cash equivalents at beginning of period 0
------
Cash and cash equivalents at end of period $45,077
======
