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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
second quarter of 1997:
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 June 30, 1997 NEES had purchased 1,000 shares of NEES
Energy common stock and made subordinated loans totaling
$8,530,000 to NEES Energy.
3. As of June 30, 1997 NEES Energy had no permanent personnel and
during the second quarter of 1997 there were no individuals
assigned on a substantially full-time basis.
4. During the second quarter of 1997 NEES Energy had no kilowatt
hours sold or marketed.
5. In December 1996, following SEC approval of a joint venture
with a subsidiary of Eastern Enterprises (HCAR No. 35-26633),
NEES Energy invested in AllEnergy Marketing Company,
L.L.C.(AllEnergy), a limited liability corporation. AllEnergy
is engaged in the business of marketing and selling energy
commodities and energy related services. NEES Energy will
invest, from time to time amounts not to exceed fifty million
dollars in AllEnergy. The investment during the second
quarter of 1997 was $255,000.
6. Attached in Exhibits A through C are a balance sheet as of June
30, 1997, income statements and statements of cash flow for the
quarter and twelve months ended June 30, 1997.
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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: August 15, 1997
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EXHIBIT INDEX
Exhibit No. Description Page
- ----------- ----------- ----
A Balance Sheet at June 30, 1997 Filed
(Unaudited, subject to adjustment) herewith
B1 Statement of Income and Accumulated Deficit Filed
For the Quarter ended June 30, 1997 herewith
(Unaudited, Subject to Adjustment)
C1 Statement of Cash Flows Filed
For the Quarter Ended June 30, 1997 herewith
(Unaudited, Subject to Adjustment)
B2 Statement of Income and Accumulated Deficit Filed
For the Twelve Months ended June 30, 1997 herewith
(Unaudited, Subject to Adjustment)
C2 Statement of Cash Flows Filed
For the Twelve Months June 30, 1997 herewith
(Unaudited, Subject to Adjustment)
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Exhibit A
NEES Energy, Inc.
Balance Sheet (Thousands of Dollars)
As of June 30, 1997
(Unaudited, Subject to Adjustment)
ASSETS
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Equity investment in AllEnergy
Marketing Co., L.L.C. $4,279
Current assets:
Cash 28
Prepaid taxes 726
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Total current assets 754
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Total assets $5,033
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LIABILITIES AND PARENT COMPANY'S INVESTMENT
- -------------------------------------------
Current liabilities:
Accounts payable $ 18
Accounts payable to associated companies 4
Parent Company's Investment:
Common stock, par value $1 per share 1
Subordinated notes payable to parent 8,530
Accumulated deficit (3,520)
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5,011
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Total liabilities and parent company's investment $5,033
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Exhibit B1
NEES ENERGY, INC.
Statement of Income and Accumulated Deficit (Thousands of Dollars)
For the Quarter Ended June 30, 1997
(Unaudited, Subject to Adjustment)
INCOME
Equity in income/(loss) of AllEnergy
Marketing Co., L.L.C. $(1,745)
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EXPENSES
Other operating expenses 44
Income tax (626)
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Total operating expenses (582)
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Net income/(loss) (1,163)
Accumulated deficit at beginning of period (2,357)
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Accumulated deficit at end of period $(3,520)
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Exhibit C1
NEES Energy, Inc.
Statement of Cash Flows (Thousands of Dollars)
For the Quarter Ended June 30, 1997
(Unaudited, Subject to Adjustment)
Operating activities:
Net income/(loss) $ (1,163)
Adjustments to reconcile net income/(loss) to
net cash provided by operating activities:
Increase in undistributed income/(loss) in
subsidiary 1,745
Increase in prepaid taxes (26)
Decrease in accounts payable (71)
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Net cash provided in operating activities 485
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Investing activities:
Investment in AllEnergy Marketing Co.,L.L.C. (2,000)
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Net cash used in investing activities (2,000)
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Financing activities:
Subordinated notes payable to parent-issues 1,475
-------
Net cash provided by financing activities 1,475
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Net decrease in cash and cash equivalents (40)
Cash and cash equivalents at beginning of period 68
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Cash and cash equivalents at end of period $ 28
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Exhibit B2
NEES ENERGY, INC.
Statement of Income and Accumulated Deficit (Thousands of Dollars)
For the Twelve Months Ended June 30, 1997
(Unaudited, Subject to Adjustment)
INCOME
Equity in income/(loss) of AllEnergy
Marketing Co., L.L.C. $(4,471)
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EXPENSES
Other operating expenses 1,149
Income tax (2,100)
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(951)
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Net income/(loss) (3,520)
Retained earnings at beginning of period 0
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Accumulated deficit at end of period $(3,520)
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Exhibit C2
NEES Energy, INC.
Statement of Cash Flows (Thousands of Dollars)
For the Twelve Months Ended June 30, 1997
(Unaudited, Subject to Adjustment)
Operating activities:
Net income/(loss) ($3,520)
Adjustments to reconcile net income/(loss) to
net cash provided by operating activities:
Increase in undistributed income/(loss) in
subsidiary 4,471
Increase in prepaid taxes (726)
Increase in accounts payable 22
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Net cash used in operating activities (247)
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Investing activities:
Investment in AllEnergy Marketing Co.,L.L.C. (8,750)
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Net cash used in investing activities (8,750)
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Financing Activities:
Issue of common stock 1
Subordinated notes payable to parent-issues 8,530
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Net cash provided by financing activities 8,531
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Net increase in cash and cash equivalents 28
Cash and cash equivalents at beginning of period 0
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Cash and cash equivalents at end of period $ 28
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