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File Nos. 70-7950/70-8555
CERTIFICATE OF NOTIFICATION
(Rule 24)
SECURITIES AND EXCHANGE COMMISSION
BY
NEES GLOBAL TRANSMISSION, INC. (NGT)
In accordance with the orders of the Securities and Exchange
Commission dated September 4, 1992 and May 15, 1995, the
following is a report for the fourth quarter of 1997:
1. NGT is a Massachusetts corporation which was formed in
January 1992. NGT was not capitalized until October
13, 1992 when one thousand shares of NGT common stock
were issued to New England Electric System (NEES).
NGT is a party to an agreement with a company located
in Pennsylvania to provide ongoing work as a
subcontractor for electric meter retrofit services.
The work took place in Massachusetts. A total of
$3,000 in revenue was recognized in the fourth quarter.
NGT is a party to two agreements to provide
construction related services at job sites in
Massachusetts and Minnesota. No revenue was recognized
under these contracts in the fourth quarter of 1997.
NGT entered into an agreement with a company located in
Montana to provide consulting services. A total of
$7,000 in revenue was recognized in the fourth quarter
of 1997.
In the fourth quarter of 1997, NGT invested $163,000 to
acquire a one percent interest in AllEnergy Marketing
Co., LLC., an affiliated "energy-related company"
within the meaning of Rule 58 of the Act.
2. As of December 31, 1997, NEES had purchased 1,000
shares of NGT common stock and had made subordinated
loans totaling $14,074,000 to NGT.
3. As of December 31, 1997, NGT employed no permanent
personnel. However, during the three-month period
ending December 31, 1997, 103 employees of associated
companies of NEES billed portions of their time to NGT.
4. As of December 31, 1997, NGT had not purchased or
received from associated companies of NEES any
intellectual property.
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5. During the three-month period ending December 31, 1997,
NGT received legal, financial, and other administrative
services from New England Power Service Company,
amounting to $607,000.
6. In July 1996, NEERI International, a wholly-owned
subsidiary of NGT, was formed under the laws of the
Cayman Islands. NGT owned two shares of NEERI
International until December 22, 1997, at which time
NGT sold its two shares to a non-affiliated third
party.
NEERI International had served as a Project Parent for
prospective EWG/FUCO investments under File No. 70-8783
and had no employees.
In the quarter ending December 31, 1997, NEERI
International had no revenues, and had no expenses
related to EWG/FUCO project development.
7. Attached in Exhibits A through C are the consolidated
financial statements of NGT. These statements include a
balance sheet, income statement, and statement of cash
flows. All significant intercompany transactions have
been eliminated.
In May 1995, NGT invested $1,000,000 in Separation
Technologies, Inc. (STI). This investment is in the
form of 153,846 shares of 6% cumulative convertible
preferred stock. NGT also provides maintenance
services for STI equipment on an as needed basis, for
which no revenues were recognized in the fourth quarter
of 1997.
In July 1996, NGT invested $475,000 in Monitoring
Technologies, Inc. This investment is in the form of
271,429 shares of Series E convertible preferred stock.
In July 1997, NGT invested $1,000,000 in Underwater
Unlimited Diving Services, Inc. in the form of 200,000
shares of Convertible Nonvoting Preferred Stock.
In the fourth quarter of 1997, NGT invested 30,000 in
HydroServ Group, LLC. The total 1997 initial capital
contribution was $130,000.
In August 1997, NGT invested $1,400,000 in Nexus Energy
Software, Inc. in the form of 1,000,000 shares of
Series A Preferred Stock.
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SIGNATURE
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 Nos. 70-7950 and
70-8555) to be signed on its behalf by the undersigned officer
thereunto duly authorized.
NEES GLOBAL TRANSMISSION, INC.
s/John G. Cochrane
By: _________________________________
John G. Cochrane
Treasurer
Date: February 27, 1998
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EXHIBIT INDEX
Exhibit No. Description Page
- ----------- ----------- ----
A Balance Sheet at December 31, 1997 Filed
(Unaudited, subject to adjustment) herewith
B Statement of Income and Filed
Accumulated Deficit for the twelve herewith
months ended December 31, 1997
(Unaudited, subject to adjustment)
C Statement of Cash Flows Filed
for the twelve months ended herewith
December 31, 1997
(Unaudited, subject to adjustment)
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Exhibit A
NEES GLOBAL TRANSMISSION, INC.
Balance Sheet
December 31, 1997
(Unaudited, Subject to Adjustment)
(thousands of dollars)
ASSETS
- ------
Current assets:
Cash $ 298
Accounts receivable 743
Accounts receivable from affiliates 56
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Total current assets 1,097
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Investment @ cost:
Separation Technologies, Inc. 1,000
Monitoring Technologies, Inc. 475
Underwater Divers Unlimited, Inc. 1,000
Nexus, Inc. 1,400
AllEnergy Marketing Co., LLC 163
Investments in HydroServ Group, LLC @ equity 22
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Total other assets 4,060
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Total assets $ 5,157
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LIABILITIES AND PARENT COMPANY'S INVESTMENT
- -------------------------------------------
Current liabilities:
Accounts payable (including $19,000 to affiliates) $ 166
Accrued taxes 76
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Total liabilities 242
Parent company's investment:
Common stock, par value $1 per share 1
Subordinated notes payable to parent 14,074
Accumulated deficit (9,160)
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Total parent company's investment 4,915
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Total liabilities and parent company's
investment $ 5,157
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Exhibit B
NEES GLOBAL TRANSMISSION, INC.
Statement of Income and Accumulated Deficit
For the Twelve Months Ended December 31, 1997
(Unaudited, Subject to Adjustment)
(thousands of dollars)
INCOME
- ------
Services rendered to nonassociated companies $ 575
Equity in Earnings - HydroServ Group, LLC (108)
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Total Income $ 467
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EXPENSE
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Administrative and General Expenses $ 5,886
Income taxes (1,580)
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Total Expenses 4,306
Net Loss (3,839)
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Accumulated deficit at beginning of period (5,321)
Accumulated deficit at end of period $(9,160)
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Exhibit C
NEES GLOBAL TRANSMISSION, INC.
Statement of Cash Flows
For the Twelve Months Ended December 31, 1997
(Unaudited, Subject to Adjustment)
(thousands of dollars)
Operating Activities:
Net loss $(3,839)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Deferred income taxes (51)
(Increase)/decrease in accounts receivable 564
(Increase)/decrease in prepayments 866
Increase/(decrease) in accounts payable (539)
Increase/(decrease) in accrued taxes 76
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Net cash used in operating activities $(2,923)
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Investing Activities:
Investment in Underwater Divers Unlimited, Inc. $(1,000)
Investment in Nexus, Inc. (1,400)
Investment in HydroServ Group, LLC (22)
Investment in AllEnergy Marketing Co., LLC (163)
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Net cash used in investing activities $(2,585)
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Financing Activities:
Subordinated notes payable to parent-issues $ 5,625
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Net cash provided by financing activities $ 5,625
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Net increase/(decrease) in cash and cash
equivalents $ 117
Cash and cash equivalents at beginning of period 181
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Cash and cash equivalents at end of period $ 298
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