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File No. 70-8921
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CERTIFICATE OF NOTIFICATION
Pursuant to Rule 24(a) under the Public
Utility Holding Company Act of 1935
Filed by
NEW ENGLAND ELECTRIC SYSTEM
NEES ENERGY, INC.
It is hereby certified that as of December 30, 1996, certain
transactions covered by the statement on Form U-1 and amendments thereto, File
No. 70-8921, and in the order of the Securities and Exchange Commission in
this file dated December 23, 1996 (HCAR No. 26633) have been carried out, in
accordance with the terms and conditions of and for the purpose represented in
said statement and order of the Commission, as follows:
NEES Energy, Inc. has made an initial capital contribution to AllEnergy
Marketing Company, L.L.C. in the amount of $3,250,000.
The required "past tense" opinion of counsel is attached hereto as
Exhibit I.
On December 23, 1996, Texas Liquids, L.L.C., a special purpose
subsidiary of AllEnergy Marketing Company, L.L.C., acquired certain non-
utility assets of Texas Liquids LTD, Inc., for a purchase price less than the
$3.5 million referenced in Item 1, Part A of the statement on Form U-1, as
amended.
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SIGNATURE
Pursuant to the requirements of the Public Utility Holding Company Act
of 1935, each of the undersigned companies has duly caused this Certificate of
Notification (Commission's File No. 70-8921) to be signed on its behalf by the
undersigned officers thereunto duly authorized.
NEW ENGLAND ELECTRIC SYSTEM
s/Michael E. Jesanis
By
Michael E. Jesanis
Treasurer
NEES ENERGY, INC.
s/John G. Cochrane
By _____________________________
John G. Cochrane
Treasurer
Dated: January 8, 1997
The name "New England Electric System" means the trustee or trustees for
the time being (as trustee or trustees but not personally) under an agreement
and declaration of trust dated January 2, 1926, as amended, which is hereby
referred to, and a copy of which as amended has been filed with the Secretary
of the Commonwealth of Massachusetts. Any agreement, obligation or liability
made, entered into or incurred by or on behalf of New England Electric System
binds only its trust estate, and no shareholder, director, trustee, officer or
agent thereof assumes or shall be held to any liability therefor.
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EXHIBIT AND FINANCIAL STATEMENT INDEX
EXHIBIT NO. DESCRIPTION PAGE
- ----------- ----------- ----
B-1 LLC Agreement Previously filed
under cover of
Form SE
F Opinion of Counsel Previously filed
G-1 Financial Data Schedule Previously filed
for NEES (Parent Company Only)
G-2 Financial Data Schedule Previously filed
for NEES (Consolidated)
G-3 Financial Data Schedule Previously filed
for NEES Energy
I "Past Tense" Opinion of Counsel Filed herewith
FINANCIAL STATEMENT INDEX
Financial
Statement No. Description Page
- ------------- ----------- ----
1-A Balance Sheet of NEES at Previously filed
June 30, 1996, Actual and
Pro Forma (Parent Company only)
1-B Statement of Income and Previously filed
Retained Earnings for
NEES for twelve months ended
June 30, 1996, Actual and Pro
Forma (Parent Company only)
2-A Consolidated Balance Previously filed
Sheet of NEES at June 30,
1996, Actual and Pro Forma
2-B Statement of Consolidated Previously filed
Income for NEES for twelve
months ended June 30, 1996,
Actual and Pro Forma
3-A Balance Sheet of NEES Previously filed
Energy at June 30, 1996,
Actual and Pro Forma
3-B Statement of Income for Previously filed
NEES Energy for twelve
months ended June 30, 1996,
Actual and Pro Forma
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Exhibit I
25 Research Drive, Westborough, Massachusetts 01582
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January 8, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: File No. 70-8921
Dear Commissioners:
The statement on Form U-1 and amendments thereto filed in the above
proceeding (the "Statement") were permitted to become effective by the
Commission's Order dated December 23, 1996 (HCAR No. 26633). As counsel for
the New England Electric System (NEES) and NEES Energy, Inc. (NEES Energy), I
have reviewed the actions taken subsequent to my opinion dated December 12,
1996, to carry out the following transaction as contemplated in the Statement:
On December 30, 1996, NEES Energy made an initial capital contribution to
AllEnergy Marketing Company, L.L.C. (AllEnergy L.L.C.) in the amount of
$3,250,000.
I have reviewed the above mentioned opinion, which was filed by amendment
as Exhibit F to the Statement, and I hereby confirm the various opinions and
statements contained therein. It is my opinion that:
(a) the foregoing transaction has been carried out in accordance with
the Statement and the Commission's Order (HCAR 35-26633) with
respect thereto;
(b) all state laws applicable to the transaction have been complied
with;
(c) AllEnergy LLC is validly organized and duly existing;
(d) NEES Energy's interest in AllEnergy LLC is valid, fully paid, and
non-assessable, and NEES Energy is entitled to the rights and
privileges appertaining thereto set forth in the corporate
documents defining such rights and privileges;
(e) NEES Energy has legally acquired its interest in AllEnergy LLC in
accordance with the Commission's authorization of the transactions
contemplated by the Statement; and
(f) the consummation of the transaction does not violate the legal
rights of any holder of securities issued by NEES, NEES Energy, or
any associate company thereof.
Very truly yours,
s/Kirk L. Ramsauer
Kirk L. Ramsauer
Associate General Counsel
