Commission File Number: 30-246
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-1004
FORM U5S
ANNUAL REPORT
FOR THE YEAR ENDED DECEMBER 31, 1996
Filed pursuant to the Public Utility Holding Company Act of 1935 by
NORTHEAST UTILITIES
174 Brush Hill Avenue, West Springfield, Massachusetts 01090-0010
(Corporate Address)
Selden Street, Berlin, Connecticut 06037-1616
(Principal Headquarters)
NORTHEAST UTILITIES
FORM U5S ANNUAL REPORT
FOR THE YEAR ENDED DECEMBER 31, 1996
TABLE OF CONTENTS
ITEM PAGE
1. System Companies and Investments Therein.................... 2
2. Acquisitions or Sales of Utility Assets..................... 7
3. Issue, Sale, Pledge, Guarantee or Assumption of System Securities 7
4. Acquisition, Redemption or Retirement of System Securities.. 8
5. Investments in Securities of Nonsystem Companies............ 11
6. Officers and Directors...................................... 12
7. Contributions and Public Relations.......................... 38
8. Service, Sales and Construction Contracts................... 38
9. Wholesale Generators and Foreign Utility Companies.......... 40
10. Financial Statements and Exhibits........................... 45
Report of Independent Public Accountants.............. F-1
Signature............................................. F-2
<TABLE>
<CAPTION>
ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 1996
Name of Company No. of Issuer Owner's
Name of Owner Name of Issuer Common Shares % of Book Value Book Value
Shares Owned Voting Power (000's) (000's)
<S> <C> <C> <C> <C>
Northeast Utilities(NU)(1) The Connecticut Light and
Power Company (CL&P) (3)* 12,222,930 100 $1,313,296 $1,313,296
Public Service Company of
New Hampshire (PSNH) (3)* 1,000 100 597,750 597,750
Western Massachusetts
Electric Company (WMECO) (2) (3) 1,072,471 100 274,768 274,768
North Atlantic Energy
Corporation (NAEC) (3) 1,000 100 214,749 214,749
Holyoke Water Power
Company (HWP) (3)* 480,000 100 19,892 19,892
Northeast Utilities Service
Company (NUSCO) (4) 1 100 1 1
Northeast Nuclear Energy
Company (NNECO) (5) 1,500 100 16,232 16,232
North Atlantic Energy Service
Corporation (NAESCO) (6) 1,000 100 11 11
The Rocky River Realty
Company (RRR) (7) 100 100 684 684
The Quinnehtuk Company (7) 3,500 100 -1,654 -1,654
Charter Oak Energy, Inc. (COE) (8)* 100 100 69,525 69,525
HEC Inc. (9)* 100 100 3,804 3,804
NUSCO Energy Partners, Inc. (10) 100 100 -412 -412
Mode 1 Communications, Inc.
(Mode 1) (11) 100 100 6,338 6,338
The Connecticut Light and Research Park, Incorporated 50 100 56 56
Power Company (2)(3)***
CL&P Capital, L.P. -- 100 3,100 3,100
The City and Suburban Electric
and Gas Company** 100 100 1 1
Electric Power, Incorporated** 100 100 1 1
Noninterest Bearing Advance 1 1
The Connecticut Transmission
Corporation** 200 100 5 5
The Connecticut Steam Company** 10 100 1 1
The Nutmeg Power Company** 60 100 2 2
Public Service Company Properties, Inc. (7) 200 100 1,270 1,270
of New Hampshire (2) (3) Interest Bearing Advance 5,342 5,342
New Hampshire Electric Company** 1 100 1 1
Holyoke Water Power Holyoke Power and Electric Company 4,850 100 -294 -294
Company (3) Variable rate demand notes 424 424
Charter Oak Energy, Inc.(8) Charter Oak (Paris) Inc. 100 100 2,512 2,512
COE Development Corporation 100 100 8,185 8,185
COE (UK) Corp. 799 79.9 4,399 3,515
COE (Gencoe) Corp. 490 49 -55 -27
Promissory Note 757 371
COE Argentina I Corp. 100 100 10 10
COE Argentina II Corp. 100 100 19,634 19,634
COE Ave Fenix Corporation 100 100 18,385 18,385
COE Tejona Corporation 100 100 17,114 17,114
COE (Gencoe) Corp. (8) COE (UK) Corp. 201 20.1 3,809 766
HEC Inc. (9) HEC International Corporation 100 100 7 7
HEC Energy Consulting Canada Inc 100 100 24 24
Southwest HEC Energy Services L.L.C. -- 50 54 54
*Consolidated.
**Inactive.
***Exempt holding company - see Commission Release Nos. 13048 and 14947.
</TABLE>
(1) For information about NU's investment in the hydro-transmission
companies, see Note A to Item 1.
(2) For information regarding CL&P's, PSNH's, and WMECO's investment
in regional nuclear generating companies, see Note A to Item 1.
(3) Electric utility operating subsidiary.
(4) Service company which provides support services for the NU system
companies.
(5) Agent for the NU system companies and other New England utilities in
operating the Millstone nuclear generating facilities.
(6) Agent for the joint owners in operating the Seabrook 1 nuclear generating
facility.
(7) Subsidiary which constructs, acquires, or leases some of the property and
facilities used by one or more of the system companies.
(8) Directly and through its subsidiaries, COE develops and invests in
cogeneration, small power production, and other forms of nonutility
generation and in exempt wholesale generators and foreign utility
companies, as permitted under the Energy Policy Act of 1992. On March 25,
1997, the NU Board of Trustees approved the offering for the sale of COE,
as COE no longer fits with NU's core business strategy of being a leading
energy and energy services provider in the northeastern United States.
NU hopes to complete a sale by late 1997.
(9) Directly and through its subsidiaries, HEC provides energy management,
demand-side management, and related consulting services for commercial,
industrial, and institutional electric companies and electric utility
companies.
(10)NUSCO Energy Partners, Inc., a Connecticut corporation,commenced operations
in October 1996. The corporation engages in the brokering, marketing,
transportation, storage and sale of energy commodities at wholesale in
designated geographic areas, and in the brokering and marketing of
electricity to retail customers participating in various pilot programs.
Effective April 1997, the company's name has been changed to Select Energy,
Inc.
(11)In June 1996, Mode 1 Communications, Inc., a Connecticut corporation, was
formed for the purpose of investing in FiveCom LLC, its affiliate NECOM
LLC and/or other affiliates for the construction of the New England Optical
Network, a fiber-optic communications network to run throughout New
England, and to participate in other associated transactions. NU has a
9.9 percent equity investment in FiveCom LLC, and a 40 percent equity
investment in its affiliate, NECOM LLC. The company was formerly doing
business under the name of NU/Mode 1 Communications, Inc. Effective
February 1997, the name was changed to read as Mode 1 Communications, Inc.
<TABLE>
<CAPTION>
ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 1996 (Continued)
Note A: The following are CL&P's, PSNH's, and WMECO's total investments in regional nuclear generating companies
and Northeast Utilities' investments in New England Hydro-Transmission Electric Company, Inc. and New England
Hydro-Transmission Corporation:
No. of Percentage of Carrying Value
Name of Owner Name of Issuer Common Shares Voting Power to Owners
Owned (000's)
<S> <C> <C> <C>
The Connecticut Light and Power Company:
Connecticut Yankee Atomic Power Co. (b) 120,750 34.50% $ 36,954
Maine Yankee Atomic Power Co. 60,000 12.0 8,956
Vermont Yankee Nuclear Power Corp 37,242 9.5 5,161
Yankee Atomic Electric Co. (b) 37,583 24.5 5,854
Public Service Company of New Hampshire:
Connecticut Yankee Atomic Power Co. (b) 17,500 5.0 5,558
Maine Yankee Atomic Power Co. 25,000 5.0 3,675
Vermont Yankee Nuclear Power Corp. 15,681 4.0 2,100
Yankee Atomic Electric Co. (b) 10,738 7.0 1,634
Western Massachusetts Electric Company:
Connecticut Yankee Atomic Power Co. (b) 33,250 9.5 10,165
Maine Yankee Atomic Power Co. 15,000 3.0 2,247
Vermont Yankee Nuclear Power Corp. 9,800 2.5 1,363
Yankee Atomic Electric Co. (b) 10,738 7.0 1,673
Total System Investment:
Connecticut Yankee Atomic Power Co. (b) 171,500 49.0 52,677
Maine Yankee Atomic Power Co. 100,000 20.0 14,878
Vermont Yankee Nuclear Power Corp. 62,723 16.0 8,624
Yankee Atomic Electric Co. (b) 59,059 38.5 9,161
Northeast Utilities:
New England Hydro-Transmission
Electric Company, Inc. 906,324 22.66 13,132
New England Hydro-Transmission Corp. 4,871 22.66 8,054
(b) Yankee Atomic Electric Co.'s and Connecticut Yankee Atomic Power Co.'s nuclear power plants were shut down
permanently on February 26, 1992 and December 4, 1996, respectively.
</TABLE>
ITEM 2. ACQUISITIONS OR SALES OF UTILITY ASSETS
On June 21, 1996, CL&P entered into an operating lease agreement for
CL&P to acquire the use of four turbine generators having an installed
cost of approximately $70 million. The initial lease term is for a
five-year period. The lease agreement provides for a renewal option
under which CL&P may lease the turbines, at their fair market value,
for five additional consecutive twelve-month renewal terms. The rental
payments are based on a five-year floating interest rate. Upon
termination of the lease agreement, ownership of the turbines will
remain with the lessor.
ITEM 3. ISSUE, SALE, PLEDGE, GUARANTEE OR ASSUMPTION OF SYSTEM SECURITIES
Descriptions of transactions involving the issue, sale, pledge,
guarantee or assumption of system securities, including short-term
borrowings, have been filed pursuant to Rule 24, with the exception of
certain NU guarantees incident to the procurement of surety bonds and
the issue of certain securities, as described below.
In the ordinary course of their business, the NU subsidiary companies
are required to provide surety or performance bonds. From time to
time, NU guarantees the payment of such a bond by its subsidiary
through the indemnification of the surety company or agency which has
agreed to provide the bond. NU's guarantee of these surety bonds is
exempt from the provisions of Section 12(b) of the Public Utility
Holding Company Act of 1935, pursuant to Rule 45(b)(6) thereunder. As
of December 31, 1996, NU had $9,575,480 of such guarantees outstanding,
which was the highest amount outstanding during 1996.
In addition, information relating to the following issuances has been
filed on Form U-6B-2 in accordance with Rule 52:
1. Issuance of up to $225,000,000 aggregate principal amount of
variable rate (depending upon borrowing option and interest period
chosen from time to time) of secured short-term notes issued
pursuant to the Amended and Restated Revolving Credit Agreement
between Public Service Company of New Hampshire and a group of
banks, including Chemical Bank as Co-Agent and Administrative
Agent, dated as of April 1, 1996.
2. Issuance of $160 million principal amount First and Refunding
Mortgage 7 7/8% Bonds, 1996 Series A, by CL&P on June 25, 1996.
3. Issuance by CL&P of First and Refunding Mortgage Bonds, 1996 Series
B, to secure CL&P's repayment obligations under an Amended and
Restated Loan Agreement between the Connecticut Development
Authority and CL&P, dated May 1, 1996 and amended and restated as
of January 1, 1997, relating to the issuance of $62,000,000 of 1996A
Series Pollution Control Revenue Bonds (PCRBs). The PCRBs are
supported by (1) a municipal bond insurance policy issued by AMBAC
Indemnity Corporation and (2) a Standby Bond Purchase Agreement
dated January 23, 1997, among CL&P, Societe Generale, New York
Branch, and Fleet National Bank, as trustee. The PCRBs may bear
interest at daily, commercial paper, weekly, multiannual, or fixed
rates. The PCRBs were initially issued bearing interest at weekly
rates.
<TABLE>
<CAPTION>
ITEM 4. ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM SECURITIES (1)
Amounts Acquired Amounts Retired/Debt Repayment
Number of Shares Number of Shares
Name of Issuer and Title of Issue or Principal Amount Consideration or Principal Amount Consideration
<S> <C> <C> <C> <C>
The Connecticut Light and Power Company
First Mortgage Bonds -
7.625% Series UU $3,957,000 $3,957,000 $3,957,000 $3,957,000
7.25% Series VV 1,000,000 1,000,000 1,000,000 1,000,000
$4,957,000 $4,957,000 $4,957,000 $4,957,000
Other Notes/Agreements - (2)
Connecticut Resource Recovery
Authority Note $9,361,200 $9,361,200 $9,361,200 $9,361,200
Other 10,756 10,756 10,756 10,756
$9,371,956 $9,371,956 $9,371,956 $9,371,956
Western Massachusetts Electric Company
Preferred Stock -
1988 DARTS 1,340,000 $33,500,000 1,340,000 $33,500,000
Series 1987 - 7.60% 120,000 3,000,000 120,000 3,000,000
1,460,000 $36,500,000 1,460,000 $36,500,000
Public Service Company of New Hampshire
First Mortgage Bond $172,500,000 $172,500,000 $172,500,000 $172,500,000
8.875% Series A
Northeast Nuclear Energy Company
7.17% Senior Notes $391,666 $391,666 $391,666 $391,666
NU Parent (Parent) (NU-P)
NU-P, as part of its acquisition of Public
Service Company of New Hampshire (PSNH) on
June 5, 1992, issued 8,430,910 warrants to
former PSNH equity security holders. These
warrants, which will expire on June 5, 1997,
entitle the holder to purchase one share of
NU common at an exercise price of $24 per
share. As of December 31, 1996, 464,187
shares had been purchased through the
exercise of warrants.
8.58% Series A Note $8,000,000 $8,000,000 $8,000,000 $8,000,000
8.38% Series B Note 6,000,000 6,000,000 6,000,000 6,000,000
$14,000,000 $14,000,000 $14,000,000 $14,000,000
The Rocky River Realty Company
Other Notes/Agreements -
7.875% Installment Note (2) $720,000 $720,000 $720,000 $720,000
Variable Rate Mortgage Note (3) 61,173 61,173 61,173 61,173
8.81% Series A Note (3) 696,264 696,264 696,264 696,264
8.82% Series B Note (3) 443,860 443,860 443,860 443,860
$1,921,297 $1,921,297 $1,921,297 $1,921,297
North Atlantic Energy Corporation
First Mortgage Bonds -
9.05% Series A $20,000,000 $20,000,000 $20,000,000 $20,000,000
Other Notes - (2)
Variable Note $25,000,000 $25,000,000 $25,000,000 $25,000,000
(1) For acquisitions, redemptions, or retirements of system securities, other than preferred stock, all transactions
exempt pursuant to Rule 42(b)(2) or (4).
(2) Unsecured.
(3) Secured.
</TABLE>
<TABLE>
<CAPTION>
ITEM 5. INVESTMENTS IN SECURITIES OF NONSYSTEM COMPANIES
% of Carrying
Name of Owner Name of Issuer Security Owned (1) Number of Voting Value to
Shares Power Owners
(000's)
<S> <C> <C> <C> <C> <C>
Western Massachusetts Massachusetts Mutual
Electric Company Life Insurance Note -- -- $190
Public Service Company Amoskeag Industries,
of New Hampshire Inc. Stock 1,000 -- $100
Northeast Utilities (Parent) Connecticut Seed Limited Partnership -- -- $413
Ventures, Ltd. Interest
8 Subsidiaries (2) Various Stock, Debentures,
and Notes -- -- $278
Charter Oak (Paris) Inc. Tenaska III Limited Partnership
Partners, Limited Interest -- -- $2,235
COE Argentina II. Corp. Central Termica Stock 4,000 33.3% $18,204
San Miguel de Tucuman,S.A.
COE Ave Fenix Corp. Ave Fenix, S.A. Advanced Capital -- -- $18,366
Contributions
COE (UK) Corp. Encoe Partners General Partnership -- 50.0% $4,397
Interest
COE Tejona Corp. Plantas Eolicas S.A. Stock 19 63.33%
Stock 11 (3) 36.67%
100.0% $13,986
Mode 1 Communications, Inc. FiveCom LLC Limited Liability Interest -- 9.9% $1,313
NECOM LLC Limited Liability Interest -- 40.0% $5,223
(1) Recorded at cost on owners books. Partnership interests are accounted for under the equity method of accounting.
(2) The Connecticut Light and Power Company, Western Massachusetts Electric Company, Holyoke Water Power Company,
The Quinnehtuk Company, Northeast Utilities Service Company, Northeast Utilities (Parent), Public Service Company
of New Hampshire, and Rocky River Realty Company.
(3) Held in trust by Manuel Emilio Montero Anderson.
</TABLE>
ITEM 6. OFFICERS AND DIRECTORS
Part I. As of December 31, 1996
1. The following is a list of the names and principal business addresses of
the individuals who are Trustees of Northeast Utilities (NU), but who are
not officers or directors of any other NU system company. The names of
the officers and directors of system companies appear in Section 2 below.
Alfred F. Boschulte William J. Pape II
PT. EXCELCOMINDO PRATAMA Waterbury Republican-American
c/o NYNEX Corporation 398 Meadow Street
2000 Corporate Drive P.O. Box 2090
Orangeburg, NY 10962 Waterbury, CT 06722-0290
Cotton Mather Cleveland Robert E. Patricelli
Mather Associates Value Health, Inc.
123 Main Street 22 Waterville Road
P.O. Box 935 Avon, CT 06001
New London, NH 03257
John F. Curley (Associate Trustee) Norman C. Rasmussen
Morgan Stanley & Co., Inc. Massachusetts Institute of
1251 Avenue of the Americas Technology
23rd Floor Building 24, Room 205
New York, NY 10020 77 Massachusetts Avenue
Cambridge, MA 02139
E. Gail de Planque John F. Swope
c/o Northeast Utilities Sheehan Phinney Bass + Green
P. O. Box 270 Professional Associates
Hartford, CT 06141-0270 Hampshire Plaza, 1000 Elm St.
P.O. Box 3701
Manchester, NH 03105-3701
Gaynor N. Kelley John F. Turner
The Perkin-Elmer Corporation The Conservation Fund
761 Main Avenue 1800 North Kent Street
Norwalk, CT 06859 Suite 1120
Arlington, VA 22209
Elizabeth T. Kennan
c/o Northeast Utilities
P.O. Box 270
Hartford, CT 06141-0270
Item 6. OFFICERS AND DIRECTORS (Continued)
PART 1. (Continued)
2. Following are the names of and positions held by the
officers and directors of all system companies (excluding the
Trustees of Northeast Utilities who are listed in Section 1
above).
NAMES OF SYSTEM COMPANIES WITH WHICH CONNECTED AS OF DECEMBER 31, 1996
NU City and Suburban CL&P
Bernard M. Fox CHB, P, CEO, T CH, P, CEO CH, D
Bruce D. Kenyon PN PN, D
Hugh C. MacKenzie PR P, D
John H. Forsgren EVP, CFO EVP, CFO EVP, CFO, D
Cheryl W. Grise SVP, CAO, D
Francis L. Kinney SVP
Robert G. Abair D
David H. Boguslawski VP
Neil T. Brigham
Richard R. Carella VP
Ronald G. Chevalier VP
David M. Goebel
Barry Ilberman VP
John B. Keane VP, TRS VP, TRS, D VP, TRS, D
Mary Jo Keating
Robert J. Kost VP
Kerry J. Kuhlman VP
Keith R. Marvin VP
John T. Muro VP
John W. Noyes
Edward M. Richters
John J. Roman VP, C VP, C VP, C
Frank C. Rothen
Frank P. Sabatino VP
Robert P. Wax VP, S, GC VP, S, GC, D VP, S, GC
Roger C. Zaklukiewicz VP
Theresa H. Allsop D
Thomas V. Foley
Janice P. Jacque
H. Donald Burbank*
David S. Dayton*
Linda A. Jensen*
Thomas W. Philbin*
James B. Redden*
Ted C. Feigenbaum**
William T. Frain, Jr.*** D
Gary A. Long***
Paul E. Ramsey***
Robert A. Bersak***
John C. Collins (1)
Gerald Letendre (2)
Jane E. Newman (3)
Brian E. Curry
Eugene G. Vertefeuille
A. John Stremlaw(4)
CL&P Capital(5) COE COE Argen I
Bernard M. Fox CH, P, CEO, D CH, P, CEO, D
Bruce D. Kenyon
Hugh C. MacKenzie
John H. Forsgren EVP, CFO, D EVP, CFO, D
Cheryl W. Grise
Francis L. Kinney
Robert G. Abair
David H. Boguslawski
Neil T. Brigham
Richard R. Carella
Ronald G. Chevalier
David M. Goebel
Barry Ilberman VP, D
John B. Keane VP, TRS, D VP, TRS, D
Mary Jo Keating
Robert J. Kost
Kerry J. Kuhlman
Keith R. Marvin
John T. Muro
John W. Noyes
Edward M. Richters
John J. Roman VP, C
Frank C. Rothen
Frank P. Sabatino
Robert P. Wax VP, S, GC VP, S, GC
Roger C. Zaklukiewicz
Theresa H. Allsop
Thomas V. Foley
Janice P. Jacque
H. Donald Burbank*
David S. Dayton*
Linda A. Jensen*
Thomas W. Philbin*
James B. Redden*
Ted C. Feigenbaum**
William T. Frain, Jr.***
Gary A. Long***
Paul E. Ramsey***
Robert A. Bersak***
John C. Collins (1)
Gerald Letendre (2)
Jane E. Newman (3)
Brian E. Curry
Eugene G. Vertefeuille
A. John Stremlaw(4)
COE Argen II COE Ave Fenix COE Develop
Bernard M. Fox CH, P, CEO, D CH, P, CEO, D CH, P, CEO, D
Bruce D. Kenyon
Hugh C. MacKenzie
John H. Forsgren EVP, CFO, D EVP, CFO, D EVP, CFO, D
Cheryl W. Grise
Francis L. Kinney
Robert G. Abair
David H. Boguslawski
Neil T. Brigham
Richard R. Carella
Ronald G. Chevalier
David M. Goebel
Barry Ilberman
John B. Keane VP, TRS, D VP, TRS, D VP, TRS, D
Mary Jo Keating
Robert J. Kost
Kerry J. Kuhlman
Keith R. Marvin
John T. Muro
John W. Noyes
Edward M. Richters
John J. Roman
Frank C. Rothen
Frank P. Sabatino
Robert P. Wax VP, S, GC VP, S, GC VP, S, GC
Roger C. Zaklukiewicz
Theresa H. Allsop
Thomas V. Foley
Janice P. Jacque
H. Donald Burbank*
David S. Dayton*
Linda A. Jensen*
Thomas W. Philbin*
James B. Redden*
Ted C. Feigenbaum**
William T. Frain, Jr.***
Gary A. Long***
Paul E. Ramsey***
Robert A. Bersak***
John C. Collins (1)
Gerald Letendre (2)
Jane E. Newman (3)
Brian E. Curry
Eugene G. Vertefeuille
A. John Stremlaw(4)
COE Gencoe COE Tejona COE UK
Bernard M. Fox CH, P, CEO CH, P, CEO, D CH, P, CEO
Bruce D. Kenyon
Hugh C. MacKenzie
John H. Forsgren EVP, CFO, D EVP, CFO, D EVP, CFO, D
Cheryl W. Grise
Francis L. Kinney
Robert G. Abair
David H. Boguslawski
Neil T. Brigham
Richard R. Carella
Ronald G. Chevalier
David M. Goebel
Barry Ilberman
John B. Keane VP, TRS VP, TRS, D VP, TRS
Mary Jo Keating
Robert J. Kost
Kerry J. Kuhlman
Keith R. Marvin
John T. Muro
John W. Noyes
Edward M. Richters
John J. Roman
Frank C. Rothen
Frank P. Sabatino
Robert P. Wax VP, S, GC VP, S, GC VP, S, GC
Roger C. Zaklukiewicz
Theresa H. Allsop
Thomas V. Foley
Janice P. Jacque
H. Donald Burbank*
David S. Dayton*
Linda A. Jensen*
Thomas W. Philbin*
James B. Redden*
Ted C. Feigenbaum**
William T. Frain, Jr.***
Gary A. Long***
Paul E. Ramsey***
Robert A. Bersak***
John C. Collins (1)
Gerald Letendre (2)
Jane E. Newman (3)
Brian E. Curry D D
Eugene G. Vertefeuille D
A. John Stremlaw(4)
COE (Paris) Conn Steam Conn Trans
Bernard M. Fox CH, P, CEO, D CH, P, CEO CH, P, CEO
Bruce D. Kenyon
Hugh C. MacKenzie
John H. Forsgren EVP, CFO, D EVP, CFO EVP, CFO
Cheryl W. Grise
Francis L. Kinney
Robert G. Abair
David H. Boguslawski
Neil T. Brigham
Richard R. Carella
Ronald G. Chevalier
David M. Goebel
Barry Ilberman
John B. Keane VP, TRS, D VP, TRS, D VP, TRS, D
Mary Jo Keating
Robert J. Kost
Kerry J. Kuhlman
Keith R. Marvin
John T. Muro
John W. Noyes
Edward M. Richters
John J. Roman VP, C VP, C
Frank C. Rothen
Frank P. Sabatino
Robert P. Wax VP, S, GC VP, S, GC, D VP, S, GC, D
Roger C. Zaklukiewicz
Theresa H. Allsop D D
Thomas V. Foley
Janice P. Jacque
H. Donald Burbank*
David S. Dayton*
Linda A. Jensen*
Thomas W. Philbin*
James B. Redden*
Ted C. Feigenbaum**
William T. Frain, Jr.***
Gary A. Long***
Paul E. Ramsey***
Robert A. Bersak***
John C. Collins (1)
Gerald Letendre (2)
Jane E. Newman (3)
Brian E. Curry
Eugene G. Vertefeuille
A. John Stremlaw(4)
EPI Encoe Partners (6) HEC
Bernard M. Fox CH, P, CEO CHB, CEO, D
Bruce D. Kenyon
Hugh C. MacKenzie CH(E), D
John H. Forsgren EVP, CFO D
Cheryl W. Grise
Francis L. Kinney
Robert G. Abair
David H. Boguslawski
Neil T. Brigham
Richard R. Carella
Ronald G. Chevalier
David M. Goebel
Barry Ilberman D
John B. Keane VP, TRS, D D
Mary Jo Keating
Robert J. Kost
Kerry J. Kuhlman
Keith R. Marvin
John T. Muro
John W. Noyes
Edward M. Richters
John J. Roman VP, C
Frank C. Rothen
Frank P. Sabatino
Robert P. Wax VP, S, GC, D
Roger C. Zaklukiewicz
Theresa H. Allsop D
Thomas V. Foley
Janice P. Jacque
H. Donald Burbank* VP
David S. Dayton* VP, D
Linda A. Jensen* VP, TRS, CL
Thomas W. Philbin* P, D
James B. Redden* VP
Ted C. Feigenbaum**
William T. Frain, Jr.***
Gary A. Long***
Paul E. Ramsey***
Robert A. Bersak***
John C. Collins (1)
Gerald Letendre (2)
Jane E. Newman (3)
Brian E. Curry
Eugene G. Vertefeuille
A. John Stremlaw(4)
HEC Canada HEC International HP&E
Bernard M. Fox CHB, CEO CHB, CEO, D CH, CEO, D
Bruce D. Kenyon
Hugh C. MacKenzie CAO CAO, D P, D
John H. Forsgren D EVP, CFO, D
Cheryl W. Grise SVP, D
Francis L. Kinney SVP
Robert G. Abair VP, CAO, D
David H. Boguslawski
Neil T. Brigham
Richard R. Carella
Ronald G. Chevalier VP
David M. Goebel
Barry Ilberman D VP
John B. Keane D VP, TRS, D
Mary Jo Keating
Robert J. Kost
Kerry J. Kuhlman
Keith R. Marvin VP
John T. Muro
John W. Noyes
Edward M. Richters
John J. Roman VP, C
Frank C. Rothen
Frank P. Sabatino VP
Robert P. Wax VP, S, GC
Roger C. Zaklukiewicz VP
Theresa H. Allsop
Thomas V. Foley C
Janice P. Jacque
H. Donald Burbank* VP VP
David S. Dayton* VP VP, D
Linda A. Jensen* VP, TRS, CL VP, TRS, CL
Thomas W. Philbin* P P, D
James B. Redden* VP VP
Ted C. Feigenbaum**
William T. Frain, Jr.*** D
Gary A. Long***
Paul E. Ramsey***
Robert A. Bersak***
John C. Collins (1)
Gerald Letendre (2)
Jane E. Newman (3)
Brian E. Curry
Eugene G. Vertefeuille
A. John Stremlaw(4) D
HWP Mode 1 NAEC
Bernard M. Fox CH, CEO, D P, CEO CH, D
Bruce D. Kenyon P, CEO, D
Hugh C. MacKenzie P, D D
John H. Forsgren EVP, CFO, D EVP, CFO
Cheryl W. Grise SVP, D D SVP, CAO, D
Francis L. Kinney SVP SVP
Robert G. Abair VP, CAO, D
David H. Boguslawski
Neil T. Brigham D
Richard R. Carella
Ronald G. Chevalier VP
David M. Goebel
Barry Ilberman VP D VP
John B. Keane VP, TRS, D VP, TRS, D VP, TRS, D
Mary Jo Keating
Robert J. Kost
Kerry J. Kuhlman
Keith R. Marvin VP VP
John T. Muro VP D
John W. Noyes
Edward M. Richters
John J. Roman VP, C VP, C VP, C
Frank C. Rothen
Frank P. Sabatino VP
Robert P. Wax VP, S, GC VP, S, GC VP, S, GC
Roger C. Zaklukiewicz VP
Theresa H. Allsop
Thomas V. Foley C
Janice P. Jacque
H. Donald Burbank*
David S. Dayton*
Linda A. Jensen*
Thomas W. Philbin*
James B. Redden*
Ted C. Feigenbaum** EVP, CNO, D
William T. Frain, Jr.*** D D
Gary A. Long***
Paul E. Ramsey***
Robert A. Bersak***
John C. Collins (1)
Gerald Letendre (2)
Jane E. Newman (3)
Brian E. Curry
Eugene G. Vertefeuille
A. John Stremlaw(4)
NAESCO NHEC NNECO
Bernard M. Fox CH, D CH, D
Bruce D. Kenyon P, CEO, D P, CEO, CNO, D
Hugh C. MacKenzie D D
John H. Forsgren EVP, CFO EVP, CFO
Cheryl W. Grise D SVP, CAO, D
Francis L. Kinney VP
Robert G. Abair D
David H. Boguslawski VP, D
Neil T. Brigham
Richard R. Carella
Ronald G. Chevalier
David M. Goebel VP VP
Barry Ilberman VP
John B. Keane VP, TRS, D VP, TRS, D
Mary Jo Keating
Robert J. Kost
Kerry J. Kuhlman
Keith R. Marvin VP
John T. Muro
John W. Noyes COMP
Edward M. Richters
John J. Roman VP, C VP, C
Frank C. Rothen VP VP
Frank P. Sabatino
Robert P. Wax VP, S, GC VP, S, GC
Roger C. Zaklukiewicz
Theresa H. Allsop
Thomas V. Foley
Janice P. Jacque
H. Donald Burbank*
David S. Dayton*
Linda A. Jensen*
Thomas W. Philbin*
James B. Redden*
Ted C. Feigenbaum** EVP, CNO, D D
William T. Frain, Jr.*** D P, D D
Gary A. Long*** VP, D
Paul E. Ramsey***
Robert A. Bersak*** S, D
John C. Collins (1)
Gerald Letendre (2)
Jane E. Newman (3)
Brian E. Curry
Eugene G. Vertefeuille
A. John Stremlaw(4)
NUSCO NUSCO Energy Nutmeg Power
Partners
Bernard M. Fox CH, P, CEO, D CH, CEO, D CH, P, CEO
Bruce D. Kenyon PN, D
Hugh C. MacKenzie PR, D P, D
John H. Forsgren EVP, CFO, D D EVP, CFO
Cheryl W. Grise SVP, CAO, D D
Francis L. Kinney SVP
Robert G. Abair D
David H. Boguslawski VP
Neil T. Brigham VP, CIO
Richard R. Carella
Ronald G. Chevalier VP
David M. Goebel VP
Barry Ilberman VP
John B. Keane VP, TRS, D VP, TRS, D VP, TRS, D
Mary Jo Keating VP
Robert J. Kost
Kerry J. Kuhlman
Keith R. Marvin VP
John T. Muro VP VP
John W. Noyes VP
Edward M. Richters VP
John J. Roman VP, C VP, C
Frank C. Rothen VP
Frank P. Sabatino VP VP
Robert P. Wax VP, S, GC VP, S, GC VP, S, GC, D
Roger C. Zaklukiewicz VP
Theresa H. Allsop D
Thomas V. Foley
Janice P. Jacque
H. Donald Burbank*
David S. Dayton*
Linda A. Jensen*
Thomas W. Philbin*
James B. Redden*
Ted C. Feigenbaum** EVP, CNO, D
William T. Frain, Jr.*** D
Gary A. Long***
Paul E. Ramsey***
Robert A. Bersak***
John C. Collins (1)
Gerald Letendre (2)
Jane E. Newman (3)
Brian E. Curry
Eugene G. Vertefeuille
A. John Stremlaw(4)
Properties, Inc. PSNH Quinn.
Bernard M. Fox CH, CEO, D CH, P, CEO, D
Bruce D. Kenyon PN
Hugh C. MacKenzie D PR, D
John H. Forsgren EVP, CFO, D EVP, CFO
Cheryl W. Grise D SVP, D
Francis L. Kinney SVP
Robert G. Abair VP, CAO, D
David H. Boguslawski VP
Neil T. Brigham
Richard R. Carella
Ronald G. Chevalier VP
David M. Goebel
Barry Ilberman VP VP
John B. Keane VP, TRS VP, TRS VP, TRS, D
Mary Jo Keating
Robert J. Kost
Kerry J. Kuhlman
Keith R. Marvin VP
John T. Muro
John W. Noyes
Edward M. Richters
John J. Roman VP, C VP, C
Frank C. Rothen
Frank P. Sabatino VP
Robert P. Wax VP, S, GC VP, S, GC
Roger C. Zaklukiewicz VP
Theresa H. Allsop
Thomas V. Foley
Janice P. Jacque C
H. Donald Burbank*
David S. Dayton*
Linda A. Jensen*
Thomas W. Philbin*
James B. Redden*
Ted C. Feigenbaum**
William T. Frain, Jr.*** P, D P, D D
Gary A. Long*** VP, D VP
Paul E. Ramsey*** D
Robert A. Bersak*** S, D
John C. Collins (1) D
Gerald Letendre (2) D
Jane E. Newman (3) D
Brian E. Curry
Eugene G. Vertefeuille
A. John Stremlaw(4)
Research Park RRR WMECO
Bernard M. Fox CH, P, CEO, D CH, P, CEO, D CH, D
Bruce D. Kenyon PN, D
Hugh C. MacKenzie PR, D PR, D P, D
John H. Forsgren EVP, CFO EVP, CFO EVP, CFO, D
Cheryl W. Grise SVP, CAO, D SVP, CAO, D SVP, D
Francis L. Kinney SVP SVP SVP
Robert G. Abair D D VP, CAO, D
David H. Boguslawski VP
Neil T. Brigham
Richard R. Carella
Ronald G. Chevalier VP
David M. Goebel
Barry Ilberman VP VP VP
John B. Keane VP, TRS, D VP, TRS, D VP, TRS, D
Mary Jo Keating
Robert J. Kost
Kerry J. Kuhlman
Keith R. Marvin VP VP VP
John T. Muro VP
John W. Noyes
Edward M. Richters
John J. Roman VP, C VP, C VP, C
Frank C. Rothen
Frank P. Sabatino VP
Robert P. Wax VP, S, GC VP, S, GC VP, S, GC
Roger C. Zaklukiewicz VP VP VP
Theresa H. Allsop
Thomas V. Foley
Janice P. Jacque C
H. Donald Burbank*
David S. Dayton*
Linda A. Jensen*
Thomas W. Philbin*
James B. Redden*
Ted C. Feigenbaum**
William T. Frain, Jr.*** D D D
Gary A. Long***
Paul E. Ramsey***
Robert A. Bersak***
John C. Collins (1)
Gerald Letendre (2)
Jane E. Newman (3)
Brian E. Curry
Eugene G. Vertefeuille
A. John Stremlaw(4)
HEC Southwest (7)
Bernard M. Fox
Bruce D. Kenyon
Hugh C. MacKenzie
John H. Forsgren
Cheryl W. Grise
Francis L. Kinney
Robert P. Wax
Robert G. Abair
David H. Boguslawski
Neil T. Brigham
Richard R. Carella
Ronald G. Chevalier
David M. Goebel
Barry Ilberman
John B. Keane
Mary Jo Keating
Robert J. Kost
Kerry J. Kuhlman
Keith R. Marvin
John T. Muro
John W. Noyes
Edward M. Richters
John J. Roman
Frank C. Rothen
Frank P. Sabatino
Roger C. Zaklukiewicz
Theresa H. Allsop
Thomas V. Foley
Janice P. Jacque
H. Donald Burbank*
David S. Dayton*
Linda A. Jensen*
Thomas W. Philbin*
James B. Redden*
Ted C. Feigenbaum**
William T. Frain, Jr.***
Gary A. Long***
Paul E. Ramsey***
Robert A. Bersak***
John C. Collins (1)
Gerald Letendre (2)
Jane E. Newman (3)
Brian E. Curry
Eugene G. Vertefeuille
A. John Stremlaw(4)
The principal business address of the individuals listed above is 107 Selden
Street, Berlin, Connecticut 06037-1616, except for those individuals designated
by a single asterisk (*), whose principal business address is 24 Prime Parkway,
Natick, Massachusetts 01760; a double asterisk (**), whose principal business
address is Lafayette Road, Seabrook, New Hampshire 03874; and a triple asterisk
(***), whose principal business address is is 1000 Elm Street, Manchester, New
Hampshire 03101.
(1) Mr. Collins' principal business address is: Lahey Hitchcock Clinic, One
Medical Center Drive, Lebanon, New Hampshire 03756.
(2) Mr. Letendre's principal business address is: Diamond Casting & Machine
Co., Inc., P.O. Box 420, Route 130, Hollis, New Hampshire 03049.
(3) Ms. Newman's principal business address is: Exeter Trust Company, One
Harbour Place, Suite 400, Portsmouth, NH 03801-3871.
(4) Mr. Stremlaw's principal business address is: HEC Energy Consulting
Canada Inc., 285 Yorkland Blvd., Willowdale, Ontario Canada, M2J 1S5.
(5) CL&P Capital is a partnership in which CL&P serves as general partner and
NUSCO serves as limited partner.
(6) Encoe Partners is a partnership comprised of COE (UK) Corp. and Enron.
The officers and directors listed for Encoe Partners are the officers and
directors of COE (UK) Corp.
(7) HEC Southwest is a Delaware limited liability company, formed to be the
organizational entity for a joint venture between HEC Inc. and Arizona
Public Service Company.
KEY:
AVP - Assistant Vice President
C - Controller
CAO - Chief Administrative Officer
CEO - Chief Executive Officer
CFO - Chief Financial Officer
CIO - Chief Information Officer
CH - Chairman
CHB - Chairman of the Board
CH(E) - Chairman of the Executive Committee
CL - Clerk
COMP - Comptroller
CNO - Chief Nuclear Officer
D - Director
EVP - Executive Vice President
GC - General Counsel
P - President
PN - President - Nuclear Group
PR - President - Retail Business Group
S - Secretary
SVP - Senior Vice President
T - Trustee
TRS - Treasurer
VP - Vice President
NU - Northeast Utilities
City and Suburban - The City and Suburban Electric and Gas Company
(CL&P Subsidiary)
CL&P - The Connecticut Light and Power Company
COE - Charter Oak Energy,Inc.
COE Argen I - COE Argentina I Corp. (Charter Oak Energy Subsidiary)
COE Argen II - COE Argentina II Corp. (Charter Oak Energy Subsidiary)
COE Ave Fenix - COE Ave Fenix Corporation (Charter Oak Energy
Subsidiary)
COE Develop - COE Development Corporation (Charter Oak Energy
Subsidiary)
COE Gencoe - COE (Gencoe) Corp. (Charter Oak Energy Subsidiary)
COE Tejona - COE Tejona Corp. (Charter Oak Energy Subsidiary)
COE UK - COE (UK) Corp. (Charter Oak Energy Subsidiary)
CO (Paris) - Charter Oak (Paris) Inc.(Charter Oak Energy Subsidiary)
Conn Steam - The Connecticut Steam Company (CL&P Subsidiary)
Conn Trans - The Connecticut Transmission Corporation
(CL&P Subsidiary)
EPI - Electric Power, Incorporated (CL&P Subsidiary)
HEC - HEC Inc.
HEC Canada - HEC Energy Consulting Canada Inc. (HEC Subsidiary)
HEC International - HEC International Corporation (HEC Subsidiary)
HEC Southwest - Southwest HEC Energy Services L.L.C.
HP&E - Holyoke Power and Electric Company (HWP Subsidiary)
HWP - Holyoke Water Power Company
Mode 1 - NU/Mode 1 Communications, Inc.
NAEC - North Atlantic Energy Corporation
NAESCO - North Atlantic Energy Service Corporation
NHEC - New Hampshire Electric Company
NNECO - Northeast Nuclear Energy Company
NUSCO - Northeast Utilities Service Company
NUSCO Energy Partners- NUSCO Energy Partners, Inc.
Nutmeg Power - The Nutmeg Power Company (CL&P Subsidiary)
Properties, Inc. - Properties, Inc. (PSNH Subsidiary)
PSNH - Public Service Company of New Hampshire
Quinn. - The Quinnehtuk Company
Research Park - Research Park, Inc. (CL&P Subsidiary)
RRR - The Rocky River Realty Company
WMECO - Western Massachusetts Electric Company
Part II. The following is a list of the officers, Directors and Trustees who
have financial connections within the provisions of Section 17(c) of the
Act.
Name and Position
Name of Location of Held in Applicable
Officer Financial Financial Exemption
or Director Institution Institution Rule*
(1) (2) (3) (4)
John C. Collins Fleet Bank-NH Director B
Nashua, NH
Thomas V. Foley Hampden Savings Bank Trustee E
Springfield, MA
Bernard M. Fox Fleet Financial Director A, C, D, E
Group, Inc.
Boston, MA
Francis L. Kinney MidConn Bank Director E
Berlin, CT
Jane E. Newman Exeter Trust Company Executive Vice B
Portsmouth, NH President and
Director
* "A" designates Rule 70(b)(1), (2), (3) and (4);
"B" designates Rule 70(c)(1) and (2);
"C" designates Rule 70(d)(1), (2), (3) and (4);
"D" designates Rule 70(e)(1) and (2); and
"E" designates Rule 70(f)(1) and (2).
ITEM 6. OFFICERS AND DIRECTORS (Continued)
Part III. The information provided herein is applicable to all system companies,
except as indicated otherwise.
a. COMPENSATION OF TRUSTEES, DIRECTORS AND EXECUTIVE OFFICERS
Compensation of Trustees
During 1996, each Trustee who was not an employee of Northeast Utilities
or its subsidiaries was compensated at the annual rate of $17,000 plus 250
common shares of Northeast Utilities, and received $900 for each meeting of the
Board or its Committees attended in person and $675 for each meeting attended by
conference telephone. Also, a non-employee Trustee who is asked by either the
Board of Trustees or the Chairman of the Board to perform extra services in the
interest of the Northeast Utilities system may receive additional compensation
of $1,000 per day plus necessary expenses. The Chairs of the Audit Committee,
the Corporate Affairs Committee, the Nuclear Committee and the Committee on
Organization, Compensation and Board Affairs were compensated at an additional
annual rate of $3,500. Effective July 23, 1996, Mrs. Kennan was elected Lead
Trustee of the Board. In addition to the above compensation, Mrs. Kennan is
paid at the annual rate of $30,000 for the extra services performed as Lead
Trustee.
Prior to the beginning of each calendar year, each non-employee Trustee
may irrevocably elect to have all or any portion of the annual retainer cash
compensation paid in the form of common shares of Northeast Utilities.
Pursuant to the Northeast Utilities Deferred Compensation Plan for Trustees,
each Trustee may also irrevocably elect to defer receipt of some or all cash
and/or share compensation.
SECTION 16(A) REPORTING
Section 16(a) of the Securities Exchange Act of 1934 requires officers
and Trustees of Northeast Utilities, and persons who own more than ten percent
of the common shares of Northeast Utilities, to file reports of ownership and
changes in ownership with the Securities and Exchange Commission (SEC) and the
New York Stock Exchange. Based on review of copies of such form furnished to
Northeast Utilities, or written representations that no Form 5 was required,
Northeast Utilities believes that for the year ended December 31, 1996, all
such reporting requirements were complied with in a timely manner, except that
(a) Mr. Kenyon failed to file a required Form 4 for October, 1996 to report
an acquisition of common shares, and (b) Mr. Busch failed to file a required
Form 4 for April, 1996 to report an acquisition of common shares. These
acquisitions were properly reported on Forms 5 for 1996.
<TABLE>
<Cation>
CL&P, PSNH, WMECO and NAEC SUMMARY COMPENSATION TABLE
The following table presents the cash and non-cash compensation received by the CEO and the next four highest
paid executive officers of the System, and by two retired executive officers who would have been among the five
highest paid executive officers but for their retirement, in accordance with rules of the Securities and Exchange
Commission (SEC):
Annual Compensation Long Term Compensation
Awards Payouts
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Options/ Long
Stock Term
Restricted Appreci- Incentive All
Other Stock ation Program Other
Name and Salary Bonus Compensation Awards Rights Payouts Compensation($)
Principal Position Year ($) ($) ($) ($) (#) ($) (1)
Bernard M. Fox 1996 551,300 None None None None 65,420 7,500
(Note 2) 1995 551,300 246,168 None None None 130,165 7,350
1994 544,459 308,896 None None None 115,771 4,500
Bruce D. Kenyon 1996 144,231 400,000 None 499,762 None None None
(Note 2) (Note 3)
1995 None None None None None None None
1994 None None None None None None None
John H. Forsgren 1996 305,577 None 62,390 80,380 None None None
(Note 2) (Note 4) (Note 4)
1995 None None None None None None None
1994 None None None None None None None
Hugh C. MacKenzie 1996 264,904 None None None None 19,834 7,500
(Note 2) 1995 247,665 128,841 None None None 46,789 7,350
1994 245,832 113,416 None None None 40,449 4,500
Ted C. Feigenbaum 1996 248,858 None None None None 14,770 7,222
(Note 2) 1995 185,300 126,002 None None None None 5,553
1994 183,331 47,739 None None None None 4,500
Robert E. Busch 1996 300,385 None None None None 26,747 2,637,500
Formerly President- (Note 6)
Energy Resources 1995 350,000 147,708 None None None 63,100 7,350
Group of NU, CL&P, 1994 346,122 173,366 None None None 44,073 4,500
WMECO, and PSNH
and formerly
President of NAEC
(Note 5)
</Table)
Notes:
1. "All Other Compensation" consists of employer matching
contributions under the Northeast Utilities Service Company
401k Plan, generally available to all eligible employees. It
also includes, in the case of Mr. Busch, certain payments made
to him pursuant to the terms of his separation agreement with
Northeast Utilities Service Company (see Note 5).
2. See Item 6, Part 1 for information on the directorships and
officer positions held by each active individual named in the
summary compensation table with each of the registrants.
3. The restricted stock will vest when Millstone Station is
removed from the Nuclear Regulatory Commission's "watch list",
provided that this occurs within three years of Mr. Kenyon's
commencement of employment and the Systematic Assessment of
Licensee Performance and Institute of Nuclear Power Operations
ratings of Seabrook Station have not materially changed from
their 1996 levels. Dividends accruing on these shares are
reinvested in additional shares subject to the same
restrictions. At the end of 1996, Mr. Kenyon owned 39,585
restricted shares with a market value of $519,555, plus a
$9,896 dividend that was reinvested into an additional 740
restricted shares on January 2, 1997.
4. The "other annual compensation" consists of tax payments on a
restricted stock award. The restricted stock will vest on
January 1, 1999. Dividends accruing on these shares are
reinvested in additional shares subject to the same
restrictions. At the end of 1996, Mr. Forsgren owned 5,305
restricted shares with a market value of $69,621, plus a
$1,326 dividend that was reinvested into an additional 99
restricted shares on January 2, 1997.
5. Mr. Busch left the Company during 1996. Pursuant to his
separation agreement with Northeast Utilities Service Company,
Mr. Busch received cash payments of $880,000 during 1996 and
$220,000 during 1997, a supplemental retirement benefit with a
present value of $1,400,000, continued medical coverage for
himself and his family with a present value of $100,000 and
career planning with a value of $30,000. See Employment
Contracts and Termination of Employment Arrangements, below.
PENSION BENEFITS
The following table shows the estimated annual retirement benefits
payable to an executive officer of the registrants upon retirement, assuming
that retirement occurs at age 65 and that the officer is at that time not only
eligible for a pension benefit under the Northeast Utilities Service Company
Retirement Plan (the Retirement Plan) but also eligible for the make-whole
benefit and the target benefit under the Supplemental Executive Retirement Plan
for Officers of Northeast Utilities System Companies (the Supplemental Plan).
The Supplemental Plan is a non-qualified pension plan providing supplemental
retirement income to system officers. The make-whole benefit under the
Supplemental Plan, available to all officers, makes up for benefits lost
through application of certain tax code limitations on the benefits that may be
provided under the Retirement Plan, and includes as "compensation" awards under
the Executive Incentive Compensation Program and the Executive Incentive Plan
and deferred compensation (as earned). The target benefit further supplements
these benefits and is available to officers at the Senior Vice President level
and higher who are selected by the Board of Trustees of Northeast Utilities to
participate in the target benefit and who remain in the employ of Northeast
Utilities companies until at least age 60 (unless the Board of Trustees sets
an earlier age). Each of the executive officers of Northeast Utilities named
in the Summary Compensation Table is currently eligible for a target benefit,
except Mr. Kenyon, whose Employment Agreement provides a specially calculated
retirement benefit, based on his previous arrangement with South Carolina
Electric and Gas. If Mr. Kenyon retires with at least three but less than five
years of service with the Company, he will be deemed to have five years of
service. In addition, if Mr. Kenyon retires with at least three years of
service with the Company, he will receive a lump sum payment of $500,000.
The benefits presented below are based on a straight life annuity
beginning at age 65 and do not take into account any reduction for joint and
survivorship annuity payments.
ANNUAL TARGET BENEFIT
FINAL AVERAGE
COMPENSATION YEARS OF CREDITED SERVICE
15 20 25 30 35
$200,000 $72,000 $96,000 $120,000 $120,000 $120,000
250,000 90,000 120,000 150,000 150,000 150,000
300,000 108,000 144,000 180,000 180,000 180,000
350,000 126,000 168,000 210,000 210,000 210,000
400,000 144,000 192,000 240,000 240,000 240,000
450,000 162,000 216,000 270,000 270,000 270,000
500,000 180,000 240,000 300,000 300,000 300,000
600,000 216,000 288,000 360,000 360,000 360,000
700,000 252,000 336,000 420,000 420,000 420,000
800,000 288,000 384,000 480,000 480,000 480,000
900,000 324,000 432,000 540,000 540,000 540,000
1,000,000 360,000 480,000 600,000 600,000 600,000
1,100,000 396,000 528,000 660,000 660,000 660,000
1,200,000 432,000 576,000 720,000 720,000 720,000
Final average compensation for purposes of calculating the target benefit
is the highest average annual compensation of the participant during any 36
consecutive months compensation was earned. Compensation taken into account
under the target benefit described above includes salary, bonus, restricted
stock awards, and long-term incentive payouts shown in the Summary Compensation
Table, but does not include employer matching contributions under the 401 k
Plan. In the event that an officer's employment terminates because of
disability, the retirement benefits shown above would be offset by the amount
of any disability benefits payable to the recipient that are attributable to
contributions made by Northeast Utilities and its subsidiaries under long term
disability plans and policies.
As of December 31, 1996, the five executive officers named in the Summary
Compensation Table had the following years of credited service for retirement
compensation purposes: Mr. Fox - 32, Mr. Kenyon - 0, Mr. Forsgren - 0, Mr.
MacKenzie - 31, and Mr. Feigenbaum 10. Assuming that retirement were to occur
at age 65 for these officers, retirement would occur with 43, 11, 15, 41 and 29
years of credited service, respectively. Mr. Fox has announced that he will
retire in the second half of 1997.
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT ARRANGEMENTS
Officer Agreements
Northeast Utilities Service Company (NUSCO) has entered into employment
agreements (the Officer Agreements) with each of the named executive officers
(except for Mr. Fox - see separate description below) and certain other
executive officers and subsidiary directors. The Officer Agreements are also
binding on Northeast Utilities and on each majority-owned subsidiary of
Northeast Utilities with at least fifty employees on its direct payroll.
Each Officer Agreement obligates the officer to perform such duties as may
be directed by the NUSCO Board of Directors or the Northeast Utilities Board of
Trustees, protect the Company's confidential information, and refrain, while
employed by the Company and for a period of time thereafter, from competing with
the Company in a specified geographic area. Each Officer Agreement provides
that the officer's base salary will not be reduced below certain levels without
the consent of the officer, that the officer will participate in specified
benefits under the Supplemental Executive Retirement Plan (see Pension Benefits,
above), in the applicable executive incentive programs under the Executive
Incentive Plan (see Report on Executive Compensation, below), and, beginning on
January 1, 1999, if the employment term has not ended, in each short-term and
long-term incentive compensation program established by the Company for such
executives generally, at an incentive opportunity level not less than that in
effect for the officer as of January 1, 1996 (or January 1, 1997 for certain
officers).
Each Officer Agreement provides for automatic one-year extensions of the
employment term unless at least six months' notice of non-renewal is given by
either party. The employment term may also be ended by the Company for "cause",
as defined, at any time (in which case no target benefit, if any, shall be due
the officer under the Supplemental Executive Retirement Plan), or by the
officer on thirty days' prior written notice for any reason. Absent "cause",
the Company may remove the officer from his or her position on sixty days'
prior written notice, but in the event the officer is so removed and signs a
release of all claims against the Company, the officer will receive one or two
years' base salary and annual incentive payments, specified employee welfare and
pension benefits, and vesting of stock appreciation rights, options and
restricted stock.
Under the terms of an Officer Agreement, upon any termination of employment
of the officer within two years following a change in control, as defined, if
the officer signs a release of all claims against the Company the officer will
be entitled to certain payments including two or three times base salary and
annual incentive payments, specified employee welfare and pension benefits, and
vesting of stock appreciation rights, options and restricted stock. Certain of
the change in control provisions may be modified by the Board of Trustees prior
to a change in control, on at least two years' notice to the affected
officer(s).
Besides the terms described above, Mr. Forsgren's Officer Agreement
provides for a starting salary of $350,000 per year and a $100,000 restricted
stock grant. Mr. Feigenbaum's Officer Agreement provides for a starting salary
of $250,000 per year. Mr. Kenyon's Officer Agreement provides for an initial
starting salary at $500,000 per year, a $500,000 restricted stock grant and a
$400,000 cash signing bonus (see Summary Compensation Table, above). Mr.
Kenyon's Officer Agreement also provides for a special retirement benefit
(described above in Pension Benefits) instead of a target benefit and a make-
whole benefit under the Supplemental Plan, and a special short term incentive
compensation program in lieu of a portion of the Stock Price Recovery Program.
Under this incentive program Mr. Kenyon will be eligible to receive a payment up
to 100 percent of base salary depending on his fulfillment of certain incentive
goals for each of the years ending August 31, 1997 and August 31, 1998, and for
the 16 month period ending December 31, 1999.
Transition and Retirement Agreement
In 1992, Northeast Utilities entered into an agreement with Mr. Fox
(the "1992 Agreement") to provide for an orderly chief executive officer
succession. The agreement states that if Mr. Fox is terminated without cause,
he will be entitled to two years' base pay; specified employee welfare benefits;
a supplemental retirement benefit equal to the difference between the target
benefit he would be entitled to receive if he had reached the age of 55 on the
termination date and the actual target benefit to which he is entitled as of the
termination date; and a target benefit under the Supplemental Executive
Retirement Plan, notwithstanding that he might not have reached age 60 on the
termination date and notwithstanding other forfeiture provisions of that plan.
In February, 1997, Northeast Utilities entered into a Transition and
Retirement Agreement (the "Transition Agreement") with Mr. Fox to reflect his
election to retire on the later of August 1, 1997 and the date his successor is
elected. The Transition Agreement is intended to supersede the 1992 Agreement
at the time of Mr. Fox's retirement. The Transition Agreement obligates Mr. Fox
to maintain the confidentiality of Company information during his employment and
following his retirement, and not to compete with the Company for certain
periods of time in specified geographic areas.
The Transition Agreement provides that Mr. Fox will be engaged as a
consultant to the Board of Trustees for 24 months following his retirement, with
a fee of $500,000 for the first 12 months and $300,000 for the second 12 months,
payable in full notwithstanding Mr. Fox's death or disability during such period
or the occurrence of a change in control, as defined. The Transition Agreement
also provides that Mr. Fox will be entitled to a target benefit under the
Supplemental Executive Retirement Plan (actuarially reduced, if applicable, to
reflect payments beginning prior to age 57), and for vesting of all stock
appreciation rights granted to him in the Stock Price Recovery Program. All
payments and benefits under the Transition Agreement are conditioned on Mr. Fox
signing a release of claims against the Company "and all related parties" with
respect to matters arising out of his employment with the Company, and the
Company releasing Mr. Fox from all civil liability which may arise from
his being or having been a Trustee or officer of Northeast Utilities and its
subsidiaries, except for any liability which has been or may be asserted against
Mr. Fox by the Company as the result of an investigation conducted upon the
demand of a shareholder or by a shareholder on behalf of the Company. Both the
1992 Agreement and the Transition Agreement are binding on each majority-owned
subsidiary of Northeast Utilities with at least fifty employees on its direct
payroll.
Separation Agreement
NUSCO entered into a Separation Agreement with Mr. Busch in August 1996 in
connection with the termination of Mr. Busch's employment. The agreement
provided for a severance payment of two times annual compensation, and specified
supplemental employee welfare and pension benefits. It provides for
confidentiality restrictions on Mr. Busch and a two year non-competition period
in specified geographic locations. It includes a release by Mr. Busch of claims
against the Company and a release by the Company of claims against Mr. Busch,
except such as might be brought as the result of an investigation conducted upon
the demand of a shareholder or on behalf of the Company by shareholders.
NUSCO's obligations under this agreement are binding on each majority-owned
subsidiary of Northeast Utilities with at least fifty employees on its direct
payroll.
The descriptions of the various agreements set forth above are for purpose
of disclosure in accordance with the proxy and other disclosure rules of the SEC
and shall not be controlling on any party; the actual terms of the agreements
themselves determine the rights and obligations of the parties.
b. SECURITY OWNERSHIP OF TRUSTEES, DIRECTORS AND EXECUTIVE OFFICERS
The following table provides information as of February 25, 1997, as to
the beneficial ownership of the equity securities of NU for each Trustee,
each of the five highest paid executive officers of NU and its subsidiaries,
and Directors and executive officers of system companies. Unless otherwise
noted, each Trustee and executive officer has sole voting and investment
power with respect to the listed shares. No equity securities of other
system companies are owned by Trustees, Directors or executive officers.
Amount and
Nature of
Title Of Name of Beneficial Percent
Class Beneficial Owner Ownership Class(1)
NU Common Robert G. Abair 7,761
NU Common Theresa A. Allsop 1,720
NU Common Robert A. Bersak (2) 844
NU Common David H. Boguslawski 1,725
NU Common Cotton Mather Cleveland (3) 4,429
NU Common John C. Collins 0
NU Common E. Gail de Planque 917
NU Common Ted C. Feigenbaum 1,917
NU Common John H. Forsgren (4) 5,404
NU Common Bernard M. Fox (5) 27,532
NU Common William T. Frain, Jr. 2,726
NU Common Cheryl W. Grise 4,553
NU Common Barry Ilberman(6) 8,124
NU Common John B. Keane 2,971
NU Common Gaynor N. Kelley (7) 3,158
NU Common Elizabeth T. Kennan 3,141
NU Common Bruce D. Kenyon(8) 41,075
NU Common Francis L. Kinney (9) 4,949
NU Common Gerald Letendre 0
NU Common Gary A. Long 512
NU Common Hugh C. MacKenzie (10) 9,962
NU Common Jane E. Newman 0
NU Common William J. Pape II (11) 3,790
NU Common Robert E. Patricelli 3,116
NU Common Paul E. Ramsey 453
NU Common Norman C. Rasmussen 2,468
NU Common John J. Roman 1,986
NU Common John F. Swope 3,104
NU Common John F. Turner (12) 2,395
NU Common Robert P. Wax 3,815
Amount beneficially owned by Trustees, Directors and Executive Officers as a
group:
(1) As of February 25, 1997 there were 136,052,050 common shares of NU
outstanding. The percentage of such shares beneficially owned by any
Director or Executive Officer, or by all Directors and Executive Officers
of CL&P, PSNH, WMECO and NAEC as a group, does not exceed one percent.
(2) Mr. Bersak shares voting and investment power with his wife for 280 shares.
(3) 1,372 of these shares are held in trust.
(4) Mr. Forsgren's shares are restricted. See Note 4 of the Summary
Compensation Table.
(5) Mr. Fox shares voting and investment power with his wife for 5,745 of these
shares. In addition, Mr. Fox's wife has sole voting and investment power
for 140 shares as to which Mr. Fox disclaims beneficial ownership.
(6) Mr. Ilberman shares voting and investment power with his wife for 319 of
these shares and voting and investment power with his mother for 1,277 of
these shares.
(7) 3,120 of these shares are held in trust. Mr. Kelley is no longer a Trustee
of Northeast Utilities. He was replaced with Mr. John F. Curley who holds
15,000 shares.
(8) 40,325 of Mr. Kenyon's shares are restricted. See Note 2 of the Summary
Compensation Table.
(9) Mr. Kinney shares voting and investment power with his wife for 2,243 of
these shares.
(10) Mr. MacKenzie shares voting and investment power with his wife for 1,584 of
these shares.
(11) 500 of these shares are held in trust.
(12) Mr. Turner shares voting and investment power with his wife for 438 of
these shares.
c. CONTRACTS AND TRANSACTIONS OF TRUSTEES, DIRECTORS AND EXECUTIVE
OFFICERS WITH SYSTEM COMPANIES
Mr. Patricelli, who is standing for re-election as a Trustee of Northeast
Utilities, is Chairman, President and Chief Executive Officer of Value Health,
Inc. NUSCO, a subsidiary of Northeast Utilities, selected ValueRx, a
subsidiary of Value Health, Inc., through a competitive bid process to serve as
one of NUSCO's prescription drug providers under its Group Insurance Plan during
1996. The total payments made by NUSCO to ValueRx during 1996 to administer the
Company's prescription drug program were $896,045.
The law firm of Sulloway & Hollis, P.L.L.C. provided legal services to
The Connecticut Light and Power Company, Public Service Company of New Hampshire
and North Atlantic Energy Service Corporation (NAESCO), subsidiaries of
Northeast Utilities, during 1996. Ms. Cleveland, who is standing for re-
election as a Trustee of Northeast Utilities, is married to John B. Garvey, a
partner in the firm.
The law firm of Sheehan Phinney Bass + Green Professional Associates,
provided legal services to NAESCO during 1996. Mr. Swope, who is standing for
re-election as a Trustee of Northeast Utilities, is of counsel to the firm.
d. INDEBTEDNESS OF TRUSTEES, DIRECTORS AND EXECUTIVE OFFICERS OF SYSTEM
COMPANIES
No Trustee, Director or executive officer was indebted to a system
company during 1996.
e. PARTICIPATION OF TRUSTEES, DIRECTORS AND EXECUTIVE OFFICERS IN BONUS
AND PROFIT-SHARING ARRANGEMENTS
This disclosure was included in the discussion of compensation in
Part III, Section (a) above.
f. RIGHTS TO INDEMNITY OF TRUSTEES, DIRECTORS AND EXECUTIVE OFFICERS
No disclosures were made in any system company's most recent proxy
statement or annual report on Form 10-K with respect to the rights to
indemnity of Trustees, Directors or executive officers except that in a
written Consent in Lieu of a Meeting of Common Shareholders of CL&P
("Consent") dated December 18, 1996, shareholders voted to amend CL&P's
Restated Certificate of Incorporation to include the following language
regarding the indemnification of directors, officers, employees, and
agents:
"RESOLVED, that Section IX of Part Two of Article IV of the Restated
Certificate of Incorporation of the Company is hereby amended to read
as follows:
SECTION IX
IMMUNITY AND INDEMNIFICATION OF DIRECTORS, OFFICERS, AND AGENTS
No director, officer or agent of the Company shall be held personally
responsible for any action in good faith though subsequently adjudged
to be in violation of these Sections.
Effective January 1, 1997, the Company shall indemnify and advance
expenses to an individual made a party to a proceeding because he/she
is or was a Director of the Company under Section 33-771 of the
Connecticut General Statutes, Revision of 1958, as amended. The
Company shall also indemnify and advance expenses under Sections
33-770 to 33-778, inclusive, of the Connecticut General Statutes,
to any officer, employee or agent of the company who is not a director
to the same extent as provided to a director."
The vote to amend the Restated Certificate of Incorporation was
12,222,930 shares in favor, representing 100 percent of the issued
and outstanding shares of common stock of CL&P.
ITEM 7. CONTRIBUTIONS AND PUBLIC RELATIONS
(1) There were no expenditures, disbursements or payments made during
1996, in money, goods or services, directly or indirectly, to or
for the account of any political party, candidate for public office
or holder of such office, or any committee or agent therefore.
(2) The following expenditures, disbursements or payments were made
during 1996 to citizens groups or public relations counsel:
Name of
Name of Ultimate Total Purpose Of Account
System Company Beneficiary Paid The Payment Charged
Corporate
Communications:
PSNH Porter McGee $135,543 Public Relations 923.99
PSNH J. D. Firth Assoc. $ 26,995 Public Relations 912.00
PSNH Burson Marsteller $ 31,162 Public Relations 426.54
ITEM 8. SERVICE, SALES AND CONSTRUCTION CONTRACTS
PART 1:
1. In 1996, HEC Inc. provided the following energy management and/or
demand-side management services to one or more system companies, as
authorized by prior Commission orders under the Act:
Company
Serving Receiving
Transaction Company Benefit Compensation
Various Demand Side Management
Services HEC Inc. PSNH $ 124,799
Various Demand Side Management
Services HEC Inc. CL&P $1,061,336
Various Energy Management Services HEC Inc. WMECO $ 89,118
2. In 1996, PSNH rendered the following services to NAESCO:
Description of Service Amount
(Thousands of Dollars)
Employee Related Expenses $107
Construction Services 11
Transmission Services 3
Legal Services 12
Accounting and Auditing Services 20
Miscellaneous Services 30
3. In 1996, the following revenues were received from NAESCO in
connection with leasing PSNH assets.
Newington station building and outside storage $186*
*Includes operation and maintenance charges and property taxes
associated with leased property.
PART II:
See Item 6, Part III(c).
PART III:
None to be reported.
ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES
Part I.
1(a) Identification of Company:
1. Company: Encoe Partners
2. Location: 4 Millbank
London SWIP 3ET
3. Business address: Same
4. Description: An English general partnership
formed for the sole purpose of building,
owning, and operating a 2.176 megawatt (MW)
power generating facility acquiring a one-third
interest in certain rights and obligations
under a power contract. This power generating
facility, which began full commercial operation
during April of 1993, produces power by
harnessing the pressure in the natural gas
pipeline feeding the 1,875 MW gas-fired
combined cycle power plant in Teesside,
Wilton, Cleveland, England (Teesside).
5. System company
that holds interest: COE (Gencoe) Corp. and COE (UK) Corp. both
Connecticut corporations.
6. EWG or FUCO: FUCO
(b) Capital investment in company by NU, direct or indirect:
1. Type: Capital contribution
2. Amount: $4.4 million
3. Debt: Promissory note for Charter Oak Energy, Inc.
to loan COE (Gencoe) Corp. approximately
$757 thousand.
4. Other financial obligations with recourse to NU or another system
company: None
5. Guarantees by NU: None
Transfer of assets to an affiliated EWG or FUCO:
1. Market value: None
2. Book value: None
3. Sale price: None
(c) State the ratio of debt to common equity and earnings as of 12/31/96:
This information is not available at this filing date and will be
subsequently provided under Form U5S/A.
(d) Service, Sales, or Construction Contracts: None
2(a) Identification of Company:
1. Company: Central Termica San Miguel de
Tucuman S.A. (C.T.S.M.T.)
2. Location: Reconquesta
1001 Buenos Aires, Argentina
3. Business address: Same
4. Description: An Argentinean company whose sole purpose is to
own and operate the C.T.S.M.T. Facility which
began operations in December of 1995. The
facility is a 114 MW simple cycle natural gas
combustion turbine and associated electrical and
natural gas interconnection equipment located in
Tucuman Province, Argentina.
5. System company
that holds
interest: COE Argentina II Corp. a Connecticut corporation.
6. EWG or FUCO: FUCO
(b) Capital investment in company by NU, direct or indirect:
1. Type: Capital contribution
2. Amount: $18.2 million
3. Debt: None
4. Other financial obligations with resource to NU or another system
company: None
5. Guarantees by NU: $3 million
Transfer of assets to an affiliated EWG or FUCO:
1. Market value: None
2. Book value: None
3. Sale price: None
(c) State the ratio of debt to common equity and earnings as of 12/31/96:
This information is not available at this filing date and will be
subsequently provided, if applicable, under Form U5S/A.
(d) Service, Sales, or Construction Contracts: None
3(a) Identification of Company:
1. Company: Ave Fenix Energia S.A.
2. Location: Av. Leandro N. Alen 1110
1001 Buenos Aires, Argentina
3. Business address: Same
4. Description: An Argentinean company whose sole purpose is to
own and operate the Ave Fenix Facility. The
Facility is a 168 MW simple cycle natural gas
combustion turbine and associated electrical and
natural gas interconnection equipment located in
Tucuman Province, Argentina. The project
commenced operations in October of 1996.
5. System company
that holds
interest: COE Ave Fenix Corporation, a Connecticut
corporation.
6. EWG or FUCO: FUCO
(b) Capital investment in company by NU, direct or indirect:
1. Type: Advanced capital contribution (12/31/96)
2. Amount: $18.4 million
3. Debt: None
4. Other financial obligations with recourse to NU or another system
company: None
5. Guarantees by NU: $10 million
Transfer of assets to an affiliated EWG or FUCO:
1. Market value: None
2. Book value: None
3. Sale price: None
(c) State the ratio of debt to common equity and earnings as of 12/31/96:
This information is not available at this filing date and will be
subsequently provided, if applicable, under Form U5S/A.
(d) Service, Sales, or Construction Contracts: None
4(a) Identification of Company:
1. Company: Plantas Eolicas S.A.
2. Location: 29th Street, 3rd and 5th Avenues
San Jose, Costa Rica
3. Business address: Same
4. Description: COE Development Corporation engaged in the
construction of a 20 MW wind project located in
the Republic of Cost Rica beginning in July of
1995. The project began full commercial
operation in the second quarter of 1996.
5. System company
that holds
interest: COE Tejona Corporation, a Connecticut
corporation.
6. EWG or FUCO: FUCO
(b) Capital investment in company by NU, direct or indirect:
1. Type: Capital Contribution
2. Amount: $17.1 million
3. Debt: None
4. Other financial obligations with recourse to NU or another system
company: None
5. Guarantees by NU: $50,000
Transfer of assets to an affiliated EWG or FUCO:
1. Market value: None
2. Book value: None
3. Sale price: None
(c) State the ratio of debt to common equity and earnings as of December 31,
1996:
This information is not available at this filing date and will be
subsequently provided, if applicable, under Form U5S/A.
(d) Services, Sales, or Construction Contracts: None
PART II.
An organizational chart showing the relationship of the foreign utility
companies to other NU system companies is provided as Exhibit H. Required
financial data is provided as Exhibit I.
PART III.
(a) NU's aggregate investment in EWGs and FUCOs, respectively, as of 12/31/96:
EWGs: $ 0.0 million
FUCOs: $58.1 million
(b) Ratio of aggregate investment to aggregate retained earnings of NU's
public-utility subsidiary companies as of 12/31/96: 0.070
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS
Page
Financial Statements filed pursuant to the Public Utility Holding
Company Act of 1935
Report of Independent Public Accountants F-1
Signature F-2
Financial Statements
Northeast Utilities and Subsidiaries:
Consolidating Balance Sheet as of December 31, 1996 F-4--F7
Consolidating Statement of Income for year ended December 31,
1996 F-8--F9
Consolidating Statement of Retained Earnings for year ended
December 31, 1996 F-10--F11
Consolidating Statement of Capital Surplus, Paid In for the
year ended December 31, 1996 F-10--F11
Consolidating Statement of Cash Flows for year ended
December 31, 1996 F-12--F13
The Connecticut Light and Power Company and Subsidiaries:
Consolidating Balance Sheet as of December 31, 1996 F-14--F15
Consolidating Statement of Income for year ended December 31,
1996 F-16
Consolidating Statement of Retained Earnings for year ended
December 31, 1996 F-17
Consolidating Statement of Capital Surplus, Paid In for the
year ended December 31, 1996 F-17
Consolidating Statement of Cash Flows for year ended
December 31, 1996 F-18
Public Service Company of New Hampshire and Subsidiary:
Consolidating Balance Sheet as of December 31, 1996 F-20--F21
Consolidating Statement of Income for year ended December 31,
1996 F-22
Consolidating Statement of Retained Earnings for year ended
December 31, 1996 F-23
Consolidating Statement of Capital Surplus, Paid In for the
year ended December 31, 1996 F-23
Consolidating Statement of Cash Flows for year ended
December 31, 1996 F-24
Holyoke Water Power Company and Subsidiary:
Consolidating Balance Sheet as of December 31, 1996 F-26--F27
Consolidating Statement of Income for year ended December 31,
1996 F-28
Consolidating Statement of Retained Earnings for year ended
December 31, 1996 F-29
Consolidating Statement of Capital Surplus, Paid In for the
year ended December 31, 1996 F-29
Consolidating Statement of Cash Flows for year ended
December 31, 1996 F-30
Charter Oak Energy Incorporated and Subsidiaries:
Consolidating Balance Sheet as of December 31, 1996 F-32--F35
Consolidating Statement of Income for year ended December 31,
1996 F-36--F37
Consolidating Statement of Retained Earnings for year ended
December 31, 1996 F-38--F39
Consolidating Statement of Capital Surplus, Paid In for the
year ended December 31, 1996 F-38--F39
Consolidating Statement of Cash Flows for year ended
December 31, 1996 F-40--F41
HEC Incorporated and Subsidiaries:
Consolidating Balance Sheet as of December 31, 1996 F-42--F43
Consolidating Statement of Income for the year ended
December 31, 1996 F-44
Consolidating Statement of Retained Earnings for the year ended
December 31, 1996 F-45
Consolidating Statement of Capital Surplus, Paid In for the
year ended December 31, 1996 F-45
Consolidating Statement of Cash Flows for the year ended
December 31, 1996 F-46
Notes to Financial Statements F-47
Exhibits E-1--E-14
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Northeast Utilities and Subsidiaries:
We have audited the consolidated balance sheets and consolidated statements of
capitalization of Northeast Utilities (a Massachusetts trust) and subsidiaries
as of December 31, 1996 and 1995, and the related consolidated statements of
income, common shareholders' equity, cash flows, and income taxes for each of
the three years in the period ended December 31, 1996, included in the 1996
annual report to shareholders and incorporated by reference in this Form U5S
and have issued our report thereon dated February 21, 1997 (except with respect
to the matter discussed in the "Subsequent Event" footnote, as to which the
date is March 10, 1997). These financial statements are the responsibility of
the company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Northeast Utilities and
subsidiaries as of December 31, 1996 and 1995, and the results of their
operations and cash flows for each of the three years in the period then ended
December 31, 1996, in conformity with generally accepted accounting principles.
/s/ ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Hartford, Connecticut
February 21, 1997 (except with respect to the matter discussed in the
"Subsequent Event" footnote, as to which the date is March 10, 1997)
SIGNATURE
Northeast Utilities, a registered holding company, has duly caused this report
to be signed on its behalf by the undersigned thereunto duly authorized,
pursuant to the requirements of the Public Utility Holding Company Act of 1935.
NORTHEAST UTILITIES
By: /s/ John J. Roman
John J. Roman
Vice President and
Controller
April 28, 1997
NORTHEAST UTILITIES AND SUBSIDIARIES
Consolidating Balance Sheet (a)
Assets
December 31, 1996
(Thousands of Dollars)
</TABLE>
<TABLE>
<CAPTION>
The
Connecticut Public Service
Light and Company of
Northeast Power Company New Hampshire
Utilities (consolidated) (consolidated)
(parent) (b) (b)
---------- -------------- --------------
<S> <C> <C> <C>
Utility Plant, at cost:
Electric 0 6,283,736 1,878,155
Other 0 0 8,694
---------- -------------- --------------
0 6,283,736 1,886,849
Less: Accumulated provision for
depreciation 0 2,665,519 555,155
---------- -------------- --------------
0 3,618,217 1,331,694
Unamortized PSNH acquisition costs 0 0 491,709
Construction work in progress 0 95,873 11,032
Nuclear fuel, net 0 133,050 1,313
---------- -------------- --------------
Total net utility plant 0 3,847,140 1,835,748
---------- -------------- --------------
Other Property and Investments:
Nuclear decommissioning trusts, at market 0 296,960 3,229
Investments in regional nuclear generating
companies, at equity 0 56,925 12,967
Investments in transmission companies, at
equity 21,186 0 0
Investments in subsidiary companies, at
equity 2,506,254 0 0
Investments in Charter Oak Energy, Inc.
projects 0 0 0
Other, at cost 413 16,565 2,085
---------- -------------- --------------
2,527,853 370,450 18,281
---------- -------------- --------------
Current Assets:
Cash and cash equivalents 10 404 1,138
Special deposits 0 0 0
Notes receivable from affiliated companies 5,475 109,050 18,250
Receivables, net 813 226,112 105,381
Accounts receivable from affiliated companies 7,106 3,481 32,312
Taxes receivables 0 40,134 613
Accrued utility revenues 0 78,451 36,317
Fuel, materials, and supplies, at average cost 0 79,937 44,852
Recoverable energy costs, net--current portion 0 25,436 0
Prepayments and other 224 63,344 24,044
---------- -------------- --------------
13,628 626,349 262,907
---------- -------------- --------------
Deferred Charges:
Regulatory assets 0 1,370,781 684,504
Accumulated deferred income taxes 5,293 0 0
Unamortized debt expense 524 17,033 12,731
Deferred receivable from affiliated company 0 0 33,284
Other 46 12,283 3,926
---------- -------------- --------------
5,863 1,400,097 734,445
---------- -------------- --------------
Total Assets 2,547,344 6,244,036 2,851,381
========== ============== ==============
Note: Individual columns may not add to
Consolidated due to rounding.
The accompanying notes are an integral
part of these financial statements.
(a) Not covered by auditors' report.
(b) See supporting statements.
</TABLE>
<PAGE>F-4
NORTHEAST UTILITIES AND SUBSIDIARIES
Consolidating Balance Sheet (a)
Assets
December 31, 1996
(Thousands of Dollars)
<TABLE>
<CAPTION>
Holyoke
Western Water Power
Massachusetts North Atlantic Company
Electric Energy (consolidated)
Company Corporation (b)
------------- -------------- --------------
<S> <C> <C> <C>
Utility Plant, at cost:
Electric 1,257,097 775,794 95,902
Other 0 0 0
------------- -------------- --------------
1,257,097 775,794 95,902
Less: Accumulated provision for
depreciation 503,989 124,530 41,225
------------- -------------- --------------
753,108 651,264 54,677
Unamortized PSNH acquisition costs 0 0 0
Construction work in progress 15,968 8,887 1,956
Nuclear fuel, net 30,296 31,765 0
------------- -------------- --------------
Total net utility plant 799,372 691,916 56,633
------------- -------------- --------------
Other Property and Investments:
Nuclear decommissioning trusts, at market 83,611 19,744 0
Investments in regional nuclear generating
companies, at equity 15,448 0 0
Investments in transmission companies, at
equity 0 0 0
Investments in subsidiary companies, at
equity 0 0 0
Investments in Charter Oak Energy, Inc.
projects 0 0 0
Other, at cost 4,367 0 3,479
------------- -------------- --------------
103,426 19,744 3,479
------------- -------------- --------------
Current Assets:
Cash and cash equivalents 67 299 21
Special deposits 0 7,039 0
Notes receivable from affiliated companies 0 0 8,500
Receivables, net 40,168 0 3,336
Accounts receivable from affiliated companies 3,525 16,422 359
Taxes receivables 0 0 0
Accrued utility revenues 12,394 0 0
Fuel, materials, and supplies, at average cost 5,317 13,093 6,648
Recoverable energy costs, net--current portion 576 0 0
Prepayments and other 11,686 4,302 190
------------- -------------- --------------
73,733 41,155 19,054
------------- -------------- --------------
Deferred Charges:
Regulatory assets 210,852 259,881 2,489
Accumulated deferred income taxes 0 0 0
Unamortized debt expense 1,866 4,692 946
Deferred receivable from affiliated company 0 0 0
Other 888 0 349
------------- -------------- --------------
213,606 264,573 3,784
------------- -------------- --------------
Total Assets 1,190,137 1,017,388 82,950
============= ============== ==============
Note: Individual columns may not add to
Consolidated due to rounding.
The accompanying notes are an integral
part of these financial statements.
(a) Not covered by auditors' report.
(b) See supporting statements.
</TABLE>
<PAGE>F-4A
NORTHEAST UTILITIES AND SUBSIDIARIES
Consolidating Balance Sheet (a)
Assets
December 31, 1996
(Thousands of Dollars)
<TABLE>
<CAPTION>
Northeast Northeast
Utilities Nuclear North Atlantic
Service Energy Energy Service
Company Company Corporation
--------- --------- --------------
<S> <C> <C> <C>
Utility Plant, at cost:
Electric 0 52,331 0
Other 96,550 0 0
--------- --------- --------------
96,550 52,331 0
Less: Accumulated provision for
depreciation 54,841 11,202 0
--------- --------- --------------
41,709 41,129 0
Unamortized PSNH acquisition costs 0 0 0
Construction work in progress 3,843 1,556 0
Nuclear fuel, net 0 0 0
--------- --------- --------------
Total net utility plant 45,552 42,685 0
--------- --------- --------------
Other Property and Investments:
Nuclear decommissioning trusts, at market 0 0 0
Investments in regional nuclear generating
companies, at equity 0 0 0
Investments in transmission companies, at
equity 0 0 0
Investments in subsidiary companies, at
equity 0 0 0
Investments in Charter Oak Energy, Inc.
projects 0 0 0
Other, at cost 4,815 0 0
--------- --------- --------------
4,815 0 0
--------- --------- --------------
Current Assets:
Cash and cash equivalents 187,395 2 739
Special deposits 0 0 0
Notes receivable from affiliated companies 72,275 75,000 0
Receivables, net 35,251 9,694 51,111
Accounts receivable from affiliated companies 95,591 36,590 523
Taxes receivables 0 0 0
Accrued utility revenues 0 0 0
Fuel, materials, and supplies, at average cost 71 61,136 298
Recoverable energy costs, net--current portion 0 0 0
Prepayments and other 1,828 5,557 3,024
--------- --------- --------------
392,411 187,979 55,695
--------- --------- --------------
Deferred Charges:
Regulatory assets 0 0 0
Accumulated deferred income taxes 16,308 15,197 313
Unamortized debt expense 0 152 0
Deferred receivable from affiliated company 0 0 0
Other 15,575 6,364 20,348
--------- --------- --------------
31,883 21,713 20,661
--------- --------- --------------
Total Assets 474,661 252,377 76,356
========= ========= ==============
Note: Individual columns may not add to
Consolidated due to rounding.
The accompanying notes are an integral
part of these financial statements.
(a) Not covered by auditors' report.
(b) See supporting statements.
</TABLE>
<PAGE>F-4B
NORTHEAST UTILITIES AND SUBSIDIARIES
Consolidating Balance Sheet (a)
Assets
December 31, 1996
(Thousands of Dollars)
<TABLE>
<CAPTION>
Charter Oak
The The Rocky Energy, Inc.
Quinnehtuk River Realty (consolidated)
Company Company (b)
---------- ------------ --------------
<S> <C> <C> <C>
Utility Plant, at cost:
Electric 0 0 52
Other 1,829 81,283 0
---------- ------------ --------------
1,829 81,283 52
Less: Accumulated provision for
depreciation 1,161 27,549 49
---------- ------------ --------------
668 53,734 3
Unamortized PSNH acquisition costs 0 0 0
Construction work in progress 389 6,925 8
Nuclear fuel, net 0 0 0
---------- ------------ --------------
Total net utility plant 1,057 60,659 11
---------- ------------ --------------
Other Property and Investments:
Nuclear decommissioning trusts, at market 0 0 0
Investments in regional nuclear generating
companies, at equity 0 0 0
Investments in transmission companies, at
equity 0 0 0
Investments in subsidiary companies, at
equity 0 0 0
Investments in Charter Oak Energy, Inc.
projects 0 0 57,188
Other, at cost 2,604 2,508 0
---------- ------------ --------------
2,604 2,508 57,188
---------- ------------ --------------
Current Assets:
Cash and cash equivalents 71 71 2,843
Special deposits 0 0 0
Notes receivable from affiliated companies 0 0 0
Receivables, net 0 9 84
Accounts receivable from affiliated companies 1 2,350 0
Taxes receivables 0 0 1,522
Accrued utility revenues 0 0 0
Fuel, materials, and supplies, at average cost 0 0 0
Recoverable energy costs, net--current portion 0 0 0
Prepayments and other 0 788 0
---------- ------------ --------------
72 3,218 4,449
---------- ------------ --------------
Deferred Charges:
Regulatory assets 4 0 0
Accumulated deferred income taxes 0 0 130
Unamortized debt expense 0 201 0
Deferred receivable from affiliated company 0 0 0
Other 0 0 9,935
---------- ------------ --------------
4 201 10,065
---------- ------------ --------------
Total Assets 3,737 66,586 71,713
========== ============ ==============
Note: Individual columns may not add to
Consolidated due to rounding.
The accompanying notes are an integral
part of these financial statements.
(a) Not covered by auditors' report.
(b) See supporting statements.
</TABLE>
<PAGE>F-4C
NORTHEAST UTILITIES AND SUBSIDIARIES
Consolidating Balance Sheet (a)
Assets
December 31, 1996
(Thousands of Dollars)
<TABLE>
<CAPTION>
Mode 1 HEC Inc.
NUSCO Energy Communications, (consolidated)
Partners, Inc. Inc. (b)
-------------- --------------- --------------
<S> <C> <C> <C>
Utility Plant, at cost:
Electric 0 0 2,850
Other 0 0 1,098
-------------- --------------- --------------
0 0 3,948
Less: Accumulated provision for
depreciation 0 0 2,129
-------------- --------------- --------------
0 0 1,819
Unamortized PSNH acquisition costs 0 0 0
Construction work in progress 0 0 0
Nuclear fuel, net 0 0 0
-------------- --------------- --------------
Total net utility plant 0 0 1,819
-------------- --------------- --------------
Other Property and Investments:
Nuclear decommissioning trusts, at market 0 0 0
Investments in regional nuclear generating
companies, at equity 0 0 0
Investments in transmission companies, at
equity 0 0 0
Investments in subsidiary companies, at
equity 0 0 0
Investments in Charter Oak Energy, Inc.
projects 0 0 0
Other, at cost 0 6,536 0
-------------- --------------- --------------
0 6,536 0
-------------- --------------- --------------
Current Assets:
Cash and cash equivalents 0 77 1,059
Special deposits 0 0 0
Notes receivable from affiliated companies 0 0 0
Receivables, net 126 0 4,937
Accounts receivable from affiliated companies 0 0 389
Taxes receivables 229 310 0
Accrued utility revenues 0 0 0
Fuel, materials, and supplies, at average cost 0 0 63
Recoverable energy costs, net--current portion 0 0 0
Prepayments and other 0 0 101
-------------- --------------- --------------
355 387 6,549
-------------- --------------- --------------
Deferred Charges:
Regulatory assets 0 0 0
Accumulated deferred income taxes 0 0 0
Unamortized debt expense 0 0 0
Deferred receivable from affiliated company 0 0 0
Other 0 0 2,808
-------------- --------------- --------------
0 0 2,808
-------------- --------------- --------------
Total Assets 355 6,923 11,176
============== =============== ==============
Note: Individual columns may not add to
Consolidated due to rounding.
The accompanying notes are an integral
part of these financial statements.
(a) Not covered by auditors' report.
(b) See supporting statements.
</TABLE>
<PAGE>F-4D
NORTHEAST UTILITIES AND SUBSIDIARIES
Consolidating Balance Sheet (a)
Assets
December 31, 1996
(Thousands of Dollars)
<TABLE>
<CAPTION>
Eliminations Consolidated
------------ ------------
<S> <C> <C>
Utility Plant, at cost:
Electric 657,913 9,688,005
Other 0 189,453
------------ ------------
657,913 9,877,458
Less: Accumulated provision for
depreciation 7,485 3,979,864
------------ ------------
650,428 5,897,594
Unamortized PSNH acquisition costs 0 491,709
Construction work in progress 0 146,438
Nuclear fuel, net 0 196,424
------------ ------------
Total net utility plant 650,428 6,732,165
------------ ------------
Other Property and Investments:
Nuclear decommissioning trusts, at market 0 403,544
Investments in regional nuclear generating
companies, at equity 0 85,340
Investments in transmission companies, at
equity 0 21,186
Investments in subsidiary companies, at
equity 2,506,254 0
Investments in Charter Oak Energy, Inc.
projects 0 57,188
Other, at cost 0 43,372
------------ ------------
2,506,254 610,630
------------ ------------
Current Assets:
Cash and cash equivalents 0 194,197
Special deposits 0 7,039
Notes receivable from affiliated companies 288,550 0
Receivables, net 0 477,021
Accounts receivable from affiliated companies 198,647 0
Taxes receivables 42,809 0
Accrued utility revenues 0 127,162
Fuel, materials, and supplies, at average cost 0 211,414
Recoverable energy costs, net--current portion 24,209 1,804
Prepayments and other 66,808 48,279
------------ ------------
621,023 1,066,916
------------ ------------
Deferred Charges:
Regulatory assets 306,672 2,221,839
Accumulated deferred income taxes 37,241 0
Unamortized debt expense 0 38,146
Deferred receivable from affiliated company 33,284 0
Other 471 72,052
------------ ------------
377,668 2,332,037
------------ ------------
Total Assets 4,155,373 10,741,748
============ ============
Note: Individual columns may not add to
Consolidated due to rounding.
The accompanying notes are an integral
part of these financial statements.
(a) Not covered by auditors' report.
(b) See supporting statements.
</TABLE>
<PAGE>F-4E
(This page intentionally left blank)
<PAGE>F-5
NORTHEAST UTILITIES AND SUBSIDIARIES
Consolidating Balance Sheet (a)
Capitalization and Liabilities
December 31, 1996
(Thousands of Dollars)
<TABLE>
<CAPTION>
The
Connecticut Public Service
Light and Company of
Northeast Power Company New Hampshire
Utilities (consolidated) (consolidated)
(parent) (b) (b)
---------- -------------- --------------
<S> <C> <C> <C>
Capitalization:
Common shareholders' equity:
Common shares 680,260 122,229 1
Capital surplus, paid in 940,446 639,657 423,058
Deferred benefit plan-employee stock
ownership plan (176,091) 0 0
Retained earnings 832,520 551,410 174,691
---------- -------------- --------------
Total common shareholders' equity 2,277,135 1,313,296 597,750
Preferred stock not subject to mandatory
redemption 0 116,200 0
Preferred stock subject to mandatory
redemption 0 155,000 100,000
Long-term debt 194,000 1,834,405 686,485
---------- -------------- --------------
Total capitalization 2,471,135 3,418,901 1,384,235
---------- -------------- --------------
Minority Interest in Consolidated Subsidiaries 0 100,000 0
---------- -------------- --------------
Obligations Under Capital Leases 0 143,347 871,707
---------- -------------- --------------
Current Liabilities:
Notes payable to banks 38,750 0 0
Notes payable to affiliated company 0 0 0
Long-term debt and preferred stock--current
portion 16,000 204,116 25,000
Obligations under capital leases--current
portion 0 12,361 42,910
Accounts payable 15,504 160,945 37,676
Accounts payable to affiliated companies 600 78,481 30,981
Accrued taxes 2,158 28,707 131
Accrued interest 2,602 31,513 7,992
Accrued pension benefits 0 0 44,790
Nuclear compliance 0 50,500 900
Other 2 34,433 36,685
---------- -------------- --------------
75,616 601,056 227,065
---------- -------------- --------------
Deferred Credits:
Accumulated deferred income taxes 0 1,365,641 258,515
Accumulated deferred investment tax credits 0 135,080 4,511
Deferred contractual obligations 0 305,627 50,271
Deferred obligation to affiliated company 0 0 0
Deferred credit--SFAS 109 0 0 0
Other 593 174,384 55,077
---------- -------------- --------------
593 1,980,732 368,374
---------- -------------- --------------
Total Capitalization and Liabilities 2,547,344 6,244,036 2,851,381
========== ============== ==============
Note: Individual columns may not add to
Consolidated due to rounding.
The accompanying notes are an integral
part of these financial statements.
(a) Not covered by auditors' report.
(b) See supporting statements.
</TABLE>
<PAGE>F-6
NORTHEAST UTILITIES AND SUBSIDIARIES
Consolidating Balance Sheet (a)
Capitalization and Liabilities
December 31, 1996
(Thousands of Dollars)
<TABLE>
<CAPTION>
Holyoke
Western Water Power
Massachusetts North Atlantic Company
Electric Energy (consolidated)
Company Corporation (b)
------------- -------------- --------------
<S> <C> <C> <C>
Capitalization:
Common shareholders' equity:
Common shares 26,812 1 2,400
Capital surplus, paid in 150,911 160,999 6,000
Deferred benefit plan-employee stock
ownership plan 0 0 0
Retained earnings 97,045 53,749 11,492
------------- -------------- --------------
Total common shareholders' equity 274,768 214,749 19,892
Preferred stock not subject to mandatory
redemption 20,000 0 0
Preferred stock subject to mandatory
redemption 21,000 0 0
Long-term debt 334,742 495,000 38,300
------------- -------------- --------------
Total capitalization 650,510 709,749 58,192
------------- -------------- --------------
Minority Interest in Consolidated Subsidiaries 0 0 0
------------- -------------- --------------
Obligations Under Capital Leases 29,269 0 0
------------- -------------- --------------
Current Liabilities:
Notes payable to banks 0 0 0
Notes payable to affiliated company 47,400 2,500 0
Long-term debt and preferred stock--current
portion 14,700 20,000 0
Obligations under capital leases--current
portion 2,965 0 0
Accounts payable 26,698 20,714 3,012
Accounts payable to affiliated companies 20,256 5,073 1,188
Accrued taxes 881 3,486 348
Accrued interest 5,643 2,888 173
Accrued pension benefits 0 0 1,439
Nuclear compliance 11,800 0 0
Other 4,754 271 690
------------- -------------- --------------
135,097 54,932 6,850
------------- -------------- --------------
Deferred Credits:
Accumulated deferred income taxes 245,253 196,650 13,353
Accumulated deferred investment tax credits 24,833 0 2,777
Deferred contractual obligations 84,598 0 0
Deferred obligation to affiliated company 0 33,284 0
Deferred credit--SFAS 109 0 0 0
Other 20,577 22,773 1,778
------------- -------------- --------------
375,261 252,707 17,908
------------- -------------- --------------
Total Capitalization and Liabilities 1,190,137 1,017,388 82,950
============= ============== ==============
Note: Individual columns may not add to
Consolidated due to rounding.
The accompanying notes are an integral
part of these financial statements.
(a) Not covered by auditors' report.
(b) See supporting statements.
</TABLE>
<PAGE>F-6A
NORTHEAST UTILITIES AND SUBSIDIARIES
Consolidating Balance Sheet (a)
Capitalization and Liabilities
December 31, 1996
(Thousands of Dollars)
<TABLE>
<CAPTION>
Northeast Northeast
Utilities Nuclear North Atlantic
Service Energy Energy Service
Company Company Corporation
--------- --------- --------------
<S> <C> <C> <C>
Capitalization:
Common shareholders' equity:
Common shares 0 15 1
Capital surplus, paid in 1 15,350 9
Deferred benefit plan-employee stock
ownership plan 0 0 0
Retained earnings 0 867 1
--------- --------- --------------
Total common shareholders' equity 1 16,232 11
Preferred stock not subject to mandatory
redemption 0 0 0
Preferred stock subject to mandatory
redemption 0 0 0
Long-term debt 0 23,784 0
--------- --------- --------------
Total capitalization 1 40,016 11
--------- --------- --------------
Minority Interest in Consolidated Subsidiaries 0 0 0
--------- --------- --------------
Obligations Under Capital Leases 18 11,368 0
--------- --------- --------------
Current Liabilities:
Notes payable to banks 0 0 0
Notes payable to affiliated company 216,275 0 0
Long-term debt and preferred stock--current
portion 0 398 0
Obligations under capital leases--current
portion 302 2,847 0
Accounts payable 123,957 71,953 41,425
Accounts payable to affiliated companies 33,179 18,784 1,994
Accrued taxes 15,583 7,257 376
Accrued interest 2 0 0
Accrued pension benefits 28,625 30,451 17,028
Nuclear compliance 0 0 0
Other 18,518 52,466 12,399
--------- --------- --------------
436,441 184,156 73,222
--------- --------- --------------
Deferred Credits:
Accumulated deferred income taxes 0 0 0
Accumulated deferred investment tax credits 0 1,241 0
Deferred contractual obligations 0 0 0
Deferred obligation to affiliated company 0 0 0
Deferred credit--SFAS 109 4,223 9,452 0
Other 33,978 6,144 3,123
--------- --------- --------------
38,201 16,837 3,123
--------- --------- --------------
Total Capitalization and Liabilities 474,661 252,377 76,356
========= ========= ==============
Note: Individual columns may not add to
Consolidated due to rounding.
The accompanying notes are an integral
part of these financial statements.
(a) Not covered by auditors' report.
(b) See supporting statements.
</TABLE>
<PAGE>F-6B
NORTHEAST UTILITIES AND SUBSIDIARIES
Consolidating Balance Sheet (a)
Capitalization and Liabilities
December 31, 1996
(Thousands of Dollars)
<TABLE>
<CAPTION>
Charter Oak
The The Rocky Energy, Inc.
Quinnehtuk River Realty (consolidated)
Company Company (b)
---------- ------------ --------------
<S> <C> <C> <C>
Capitalization:
Common shareholders' equity:
Common shares 350 10 0
Capital surplus, paid in 155 0 87,651
Deferred benefit plan-employee stock
ownership plan 0 0 0
Retained earnings (2,159) 674 (18,126)
---------- ------------ --------------
Total common shareholders' equity (1,654) 684 69,525
Preferred stock not subject to mandatory
redemption 0 0 0
Preferred stock subject to mandatory
redemption 0 0 0
Long-term debt 0 6,716 0
---------- ------------ --------------
Total capitalization (1,654) 7,400 69,525
---------- ------------ --------------
Minority Interest in Consolidated Subsidiaries 0 0 (28)
---------- ------------ --------------
Obligations Under Capital Leases 0 0 0
---------- ------------ --------------
Current Liabilities:
Notes payable to banks 0 0 0
Notes payable to affiliated company 5,000 16,900 0
Long-term debt and preferred stock--current
portion 0 39,288 0
Obligations under capital leases--current
portion 0 0 0
Accounts payable 0 3 459
Accounts payable to affiliated companies 4 2 235
Accrued taxes 276 151 1,229
Accrued interest 0 573 0
Accrued pension benefits 0 0 0
Nuclear compliance 0 0 0
Other 0 2 293
---------- ------------ --------------
5,280 56,919 2,216
---------- ------------ --------------
Deferred Credits:
Accumulated deferred income taxes 98 1,439 0
Accumulated deferred investment tax credits 0 0 0
Deferred contractual obligations 0 0 0
Deferred obligation to affiliated company 0 0 0
Deferred credit--SFAS 109 0 0 0
Other 13 828 0
---------- ------------ --------------
111 2,267 0
---------- ------------ --------------
Total Capitalization and Liabilities 3,737 66,586 71,713
========== ============ ==============
Note: Individual columns may not add to
Consolidated due to rounding.
The accompanying notes are an integral
part of these financial statements.
(a) Not covered by auditors' report.
(b) See supporting statements.
</TABLE>
<PAGE>F-6C
NORTHEAST UTILITIES AND SUBSIDIARIES
Consolidating Balance Sheet (a)
Capitalization and Liabilities
December 31, 1996
(Thousands of Dollars)
<TABLE>
<CAPTION>
Mode 1 HEC Inc.
NUSCO Energy Communications, (consolidated)
Partners, Inc. Inc. (b)
-------------- --------------- --------------
<S> <C> <C> <C>
Capitalization:
Common shareholders' equity:
Common shares 0 0 0
Capital surplus, paid in 1 6,766 4,000
Deferred benefit plan-employee stock
ownership plan 0 0 0
Retained earnings (413) (428) (196)
-------------- --------------- --------------
Total common shareholders' equity (412) 6,338 3,804
Preferred stock not subject to mandatory
redemption 0 0 0
Preferred stock subject to mandatory
redemption 0 0 0
Long-term debt 0 0 250
-------------- --------------- --------------
Total capitalization (412) 6,338 4,054
-------------- --------------- --------------
Minority Interest in Consolidated Subsidiaries 0 0 0
-------------- --------------- --------------
Obligations Under Capital Leases 0 0 0
-------------- --------------- --------------
Current Liabilities:
Notes payable to banks 0 0 0
Notes payable to affiliated company 0 0 475
Long-term debt and preferred stock--current
portion 0 0 0
Obligations under capital leases--current
portion 0 0 0
Accounts payable 7 0 4,785
Accounts payable to affiliated companies 762 585 36
Accrued taxes 0 0 73
Accrued interest 0 0 0
Accrued pension benefits 0 0 0
Nuclear compliance 0 0 0
Other (2) 0 1,337
-------------- --------------- --------------
767 585 6,706
-------------- --------------- --------------
Deferred Credits:
Accumulated deferred income taxes 0 0 416
Accumulated deferred investment tax credits 0 0 0
Deferred contractual obligations 0 0 0
Deferred obligation to affiliated company 0 0 0
Deferred credit--SFAS 109 0 0 0
Other 0 0 0
-------------- --------------- --------------
0 0 416
-------------- --------------- --------------
Total Capitalization and Liabilities 355 6,923 11,176
============== =============== ==============
Note: Individual columns may not add to
Consolidated due to rounding.
The accompanying notes are an integral
part of these financial statements.
(a) Not covered by auditors' report.
(b) See supporting statements.
</TABLE>
<PAGE>F-6D
NORTHEAST UTILITIES AND SUBSIDIARIES
Consolidating Balance Sheet (a)
Capitalization and Liabilities
December 31, 1996
(Thousands of Dollars)
<TABLE>
<CAPTION>
Eliminations Consolidated
------------ ------------
<S> <C> <C>
Capitalization:
Common shareholders' equity:
Common shares 151,819 680,260
Capital surplus, paid in 1,494,559 940,446
Deferred benefit plan-employee stock
ownership plan 0 (176,091)
Retained earnings 868,608 832,520
------------ ------------
Total common shareholders' equity 2,514,986 2,277,135
Preferred stock not subject to mandatory
redemption 0 136,200
Preferred stock subject to mandatory
redemption 0 276,000
Long-term debt 0 3,613,681
------------ ------------
Total capitalization 2,514,986 6,303,016
------------ ------------
Minority Interest in Consolidated Subsidiaries 0 99,972
------------ ------------
Obligations Under Capital Leases 868,849 186,860
------------ ------------
Current Liabilities:
Notes payable to banks 0 38,750
Notes payable to affiliated company 288,550 0
Long-term debt and preferred stock--current
portion 0 319,503
Obligations under capital leases--current
portion 42,080 19,305
Accounts payable 0 507,139
Accounts payable to affiliated companies 192,158 0
Accrued taxes 53,608 7,050
Accrued interest 0 51,386
Accrued pension benefits 22,635 99,699
Nuclear compliance 0 63,200
Other 63,277 98,570
------------ ------------
662,308 1,204,602
------------ ------------
Deferred Credits:
Accumulated deferred income taxes 37,241 2,044,123
Accumulated deferred investment tax credits 0 168,444
Deferred contractual obligations 0 440,495
Deferred obligation to affiliated company 33,284 0
Deferred credit--SFAS 109 13,675 0
Other 25,030 294,236
------------ ------------
109,230 2,947,298
------------ ------------
Total Capitalization and Liabilities 4,155,373 10,741,748
============ ============
Note: Individual columns may not add to
Consolidated due to rounding.
The accompanying notes are an integral
part of these financial statements.
(a) Not covered by auditors' report.
(b) See supporting statements.
</TABLE>
<PAGE>F-6E
(This page intentionally left blank)
<PAGE>F-7
NORTHEAST UTILITIES AND SUBSIDIARIES
Consolidating Statement of Income (a)
Year Ended December 31, 1996
(Thousands of Dollars)
<TABLE>
<CAPTION>
The
Connecticut Public Service
Light and Company of
Northeast Power Company New Hampshire
Utilities (consolidated) (consolidated)
(parent) (b) (b)
--------- -------------- --------------
<S> <C> <C> <C>
Operating Revenues 0 2,397,460 1,110,169
--------- -------------- --------------
Operating Expenses:
Operation--
Fuel, purchased and net interchange power 0 830,924 356,629
Other 8,867 778,329 326,031
Maintenance 3 300,005 45,728
Depreciation 0 247,109 42,983
Amortization of regulatory assets, net 0 57,432 56,884
Federal and state income taxes (10,390) (20,174) 80,373
Taxes other than income taxes 50 174,062 45,227
--------- -------------- --------------
Total operating expenses (1,470) 2,367,687 953,855
--------- -------------- --------------
Operating (Loss) Income 1,470 29,773 156,314
--------- -------------- --------------
Other Income:
Equity in earnings of subsidiaries 18,272 0 0
Deferred nuclear plants return--other funds 0 1,268 0
Equity in earnings of regional nuclear
generating companies and transmission
companies 3,306 6,619 1,430
Other, net 368 10,142 7,601
Income taxes--credit 0 160 (7,723)
--------- -------------- --------------
Other income (loss), net 21,946 18,189 1,308
--------- -------------- --------------
Income (loss) before interest charges 23,416 47,962 157,622
--------- -------------- --------------
Interest Charges:
Interest on long-term debt 18,668 127,198 57,557
Other interest 2,917 1,147 3,163
Deferred nuclear plants return--borrowed funds 0 (146) 0
--------- -------------- --------------
Interest charges, net 21,585 128,199 60,720
--------- -------------- --------------
Net Income (Loss) 1,831 (80,237) 96,902
========= ============== ==============
Note: Individual columns may not add to
Consolidated due to rounding.
The accompanying notes are an integral
part of these financial statements.
(a) Not covered by auditors' report.
(b) See supporting statements.
</TABLE>
<PAGE>F-8
NORTHEAST UTILITIES AND SUBSIDIARIES
Consolidating Statement of Income (a)
Year Ended December 31, 1996
(Thousands of Dollars)
<TABLE>
<CAPTION>
Holyoke
Western Water Power
Massachusetts North Atlantic Company
Electric Energy (consolidated)
Company Corporation (b)
------------- -------------- --------------
<S> <C> <C> <C>
Operating Revenues 421,337 162,152 36,847
------------- -------------- --------------
Operating Expenses:
Operation--
Fuel, purchased and net interchange power 115,664 15,013 19,018
Other 148,724 35,268 10,443
Maintenance 56,201 9,154 3,442
Depreciation 39,710 24,056 2,016
Amortization of regulatory assets, net 9,170 (912) 0
Federal and state income taxes 5,995 12,341 (327)
Taxes other than income taxes 19,850 12,343 2,236
------------- -------------- --------------
Total operating expenses 395,314 107,263 36,828
------------- -------------- --------------
Operating (Loss) Income 26,023 54,889 19
------------- -------------- --------------
Other Income:
Equity in earnings of subsidiaries 0 0 0
Deferred nuclear plants return--other funds 20 7,700 0
Equity in earnings of regional nuclear
generating companies and transmission
companies 1,800 0 0
Other, net 1,133 1,200 951
Income taxes--credit 1,068 5,052 (304)
------------- -------------- --------------
Other income (loss), net 4,021 13,952 647
------------- -------------- --------------
Income (loss) before interest charges 30,044 68,841 666
------------- -------------- --------------
Interest Charges:
Interest on long-term debt 24,094 52,414 1,473
Other interest 2,053 (697) (35)
Deferred nuclear plants return--borrowed funds (25) (14,948) 0
------------- -------------- --------------
Interest charges, net 26,122 36,769 1,438
------------- -------------- --------------
Net Income (Loss) 3,922 32,072 (772)
============= ============== ==============
Note: Individual columns may not add to
Consolidated due to rounding.
The accompanying notes are an integral
part of these financial statements.
(a) Not covered by auditors' report.
(b) See supporting statements.
</TABLE>
<PAGE>F-8A
NORTHEAST UTILITIES AND SUBSIDIARIES
Consolidating Statement of Income (a)
Year Ended December 31, 1996
(Thousands of Dollars)
<TABLE>
<CAPTION>
Northeast Northeast
Utilities Nuclear North Atlantic
Service Energy Energy Service
Company Company Corporation
--------- --------- --------------
<S> <C> <C> <C>
Operating Revenues 381,360 471,860 128,718
--------- --------- --------------
Operating Expenses:
Operation--
Fuel, purchased and net interchange power 0 0 9,297
Other 330,574 234,371 87,653
Maintenance 22,781 220,395 28,093
Depreciation 8,395 1,621 0
Amortization of regulatory assets, net 0 0 0
Federal and state income taxes 3,275 2,556 (83)
Taxes other than income taxes 13,115 10,717 3,656
--------- --------- --------------
Total operating expenses 378,140 469,660 128,616
--------- --------- --------------
Operating (Loss) Income 3,220 2,200 102
--------- --------- --------------
Other Income:
Equity in earnings of subsidiaries 0 0 0
Deferred nuclear plants return--other funds 0 0 0
Equity in earnings of regional nuclear
generating companies and transmission
companies 0 0 0
Other, net (3,047) 1,996 (49)
Income taxes--credit 0 0 0
--------- --------- --------------
Other income (loss), net (3,047) 1,996 (49)
--------- --------- --------------
Income (loss) before interest charges 173 4,196 53
--------- --------- --------------
Interest Charges:
Interest on long-term debt 13 1,788 0
Other interest 160 476 52
Deferred nuclear plants return--borrowed funds 0 0 0
--------- --------- --------------
Interest charges, net 173 2,264 52
--------- --------- --------------
Net Income (Loss) 0 1,932 1
========= ========= ==============
Note: Individual columns may not add to
Consolidated due to rounding.
The accompanying notes are an integral
part of these financial statements.
(a) Not covered by auditors' report.
(b) See supporting statements.
</TABLE>
<PAGE>F-8B
NORTHEAST UTILITIES AND SUBSIDIARIES
Consolidating Statement of Income (a)
Year Ended December 31, 1996
(Thousands of Dollars)
<TABLE>
<CAPTION>
Charter Oak
The The Rocky Energy, Inc.
Quinnehtuk River Realty (consolidated)
Company Company (b)
---------- ------------ --------------
<S> <C> <C> <C>
Operating Revenues 208 9,965 0
---------- ------------ --------------
Operating Expenses:
Operation--
Fuel, purchased and net interchange power 0 0 0
Other 20 522 4,510
Maintenance 0 0 1
Depreciation 59 2,477 435
Amortization of regulatory assets, net 0 0 0
Federal and state income taxes (136) 1 (1,108)
Taxes other than income taxes 311 1,837 21
---------- ------------ --------------
Total operating expenses 254 4,837 3,859
---------- ------------ --------------
Operating (Loss) Income (46) 5,128 (3,859)
---------- ------------ --------------
Other Income:
Equity in earnings of subsidiaries 0 0 0
Deferred nuclear plants return--other funds 0 0 0
Equity in earnings of regional nuclear
generating companies and transmission
companies 0 0 0
Other, net 26 (91) 2,452
Income taxes--credit 0 0 0
---------- ------------ --------------
Other income (loss), net 26 (91) 2,452
---------- ------------ --------------
Income (loss) before interest charges (20) 5,037 (1,407)
---------- ------------ --------------
Interest Charges:
Interest on long-term debt 0 4,058 0
Other interest 269 979 15
Deferred nuclear plants return--borrowed funds 0 0 0
---------- ------------ --------------
Interest charges, net 269 5,037 15
---------- ------------ --------------
Net Income (Loss) (289) 0 (1,422)
========== ============ ==============
Note: Individual columns may not add to
Consolidated due to rounding.
The accompanying notes are an integral
part of these financial statements.
(a) Not covered by auditors' report.
(b) See supporting statements.
</TABLE>
<PAGE>F-8C
NORTHEAST UTILITIES AND SUBSIDIARIES
Consolidating Statement of Income (a)
Year Ended December 31, 1996
(Thousands of Dollars)
<TABLE>
<CAPTION>
Mode 1 HEC Inc.
NUSCO Energy Communications, (consolidated)
Partners, Inc. Inc. (b)
-------------- --------------- --------------
<S> <C> <C> <C>
Operating Revenues 578 0 44,016
-------------- --------------- --------------
Operating Expenses:
Operation--
Fuel, purchased and net interchange power 487 0 0
Other 732 571 42,779
Maintenance 0 2 31
Depreciation 0 0 419
Amortization of regulatory assets, net 0 0 0
Federal and state income taxes (229) (310) 259
Taxes other than income taxes 2 35 282
-------------- --------------- --------------
Total operating expenses 992 298 43,770
-------------- --------------- --------------
Operating (Loss) Income (414) (298) 246
-------------- --------------- --------------
Other Income:
Equity in earnings of subsidiaries 0 0 0
Deferred nuclear plants return--other funds 0 0 0
Equity in earnings of regional nuclear
generating companies and transmission
companies 0 0 0
Other, net 1 (117) 240
Income taxes--credit 0 0 0
-------------- --------------- --------------
Other income (loss), net 1 (117) 240
-------------- --------------- --------------
Income (loss) before interest charges (413) (415) 486
-------------- --------------- --------------
Interest Charges:
Interest on long-term debt 0 0 0
Other interest 0 13 69
Deferred nuclear plants return--borrowed funds 0 0 0
-------------- --------------- --------------
Interest charges, net 0 13 69
-------------- --------------- --------------
Net Income (Loss) (413) (428) 417
============== =============== ==============
Note: Individual columns may not add to
Consolidated due to rounding.
The accompanying notes are an integral
part of these financial statements.
(a) Not covered by auditors' report.
(b) See supporting statements.
</TABLE>
<PAGE>F-8D
NORTHEAST UTILITIES AND SUBSIDIARIES
Consolidating Statement of Income (a)
Year Ended December 31, 1996
(Thousands of Dollars)
<TABLE>
<CAPTION>
Eliminations Consolidated
------------ ------------
<S> <C> <C>
Operating Revenues 1,372,521 3,792,148
------------ ------------
Operating Expenses:
Operation--
Fuel, purchased and net interchange power 207,415 1,139,616
Other 851,886 1,157,510
Maintenance 270,305 415,532
Depreciation 9,773 359,507
Amortization of regulatory assets, net 0 122,573
Federal and state income taxes 3,780 68,261
Taxes other than income taxes 26,166 257,577
------------ ------------
Total operating expenses 1,369,325 3,520,576
------------ ------------
Operating (Loss) Income 3,196 271,572
------------ ------------
Other Income:
Equity in earnings of subsidiaries 18,272 0
Deferred nuclear plants return--other funds 0 8,988
Equity in earnings of regional nuclear
generating companies and transmission
companies 0 13,155
Other, net 1,173 21,632
Income taxes--credit 0 (1,747)
------------ ------------
Other income (loss), net 19,445 42,028
------------ ------------
Income (loss) before interest charges 22,641 313,600
------------ ------------
Interest Charges:
Interest on long-term debt 1,800 285,463
Other interest 2,932 7,649
Deferred nuclear plants return--borrowed funds 0 (15,119)
------------ ------------
Interest charges, net 4,732 277,993
------------ ------------
Net Income (Loss) 17,909 35,607
============ ============
Note: Individual columns may not add to
Consolidated due to rounding.
The accompanying notes are an integral
part of these financial statements.
(a) Not covered by auditors' report.
(b) See supporting statements.
</TABLE>
<PAGE>F-8E
(This page intentionally left blank)
<PAGE>F-9
NORTHEAST UTILITIES AND SUBSIDIARIES
Consolidating Statement of
Retained Earnings (a)
Year Ended December 31, 1996
(Thousands of Dollars)
<TABLE>
<CAPTION>
The
Connecticut Public Service
Light and Company of
Northeast Power Company New Hampshire
Utilities (consolidated) (consolidated)
(parent) (b) (b)
---------- -------------- --------------
<S> <C> <C> <C>
Balance at beginning of period 1,007,340 785,476 143,039
Addition: Net income (loss) 1,831 (80,237) 96,902
---------- -------------- --------------
1,009,171 705,239 239,941
---------- -------------- --------------
Deductions:
Dividends declared:
Preferred stock (at required annual rates):
The Connecticut Light and Power Company 15,221
Western Massachusetts Electric Company
Public Service Company of New Hampshire 13,250
Common shares:
$1.38 per share 176,277
$11.34 per share 138,608
$15.38 per share
$1,332.00 per share
$38,000.00 per share
$52,000.00 per share 52,000
Loss on retirement of preferred stock 374
Miscellaneous adjustment
---------- -------------- --------------
176,651 153,829 65,250
---------- -------------- --------------
Balance at end of period 832,520 551,410 174,691
========== ============== ==============
</TABLE>
NORTHEAST UTILITIES AND SUBSIDIARIES
Consolidating Statement of
Capital Surplus, Paid In (a)
Year Ended December 31, 1996
(Thousands of Dollars)
<TABLE>
<CAPTION>
The
Connecticut Public Service
Light and Company of
Northeast Power Company New Hampshire
Utilities (consolidated) (consolidated)
(parent) (b) (b)
---------- -------------- --------------
<S> <C> <C> <C>
Balance at beginning of period 936,308 637,981 422,385
Capital contribution from Northeast Utilities 0 0 0
Issuance of 440,772 common shares 8,418 0 0
Allocation of benefits--ESOP (8,103) 0 0
Currency translation adjustment 746 0 0
Capital stock expenses, net 3,077 1,676 673
---------- -------------- --------------
Balance at end of period 940,446 639,657 423,058
========== ============== ==============
Note: Individual columns may not add to
Consolidated due to rounding.
The accompanying notes are an integral
part of these financial statements.
(a) Not covered by auditors' report.
(b) See supporting statements.
</TABLE>
<PAGE>F-10
NORTHEAST UTILITIES AND SUBSIDIARIES
Consolidating Statement of
Retained Earnings (a)
Year Ended December 31, 1996
(Thousands of Dollars)
<TABLE>
<CAPTION>
Holyoke
Western Water Power
Massachusetts North Atlantic Company
Electric Energy (consolidated)
Company Corporation (b)
------------- -------------- --------------
<S> <C> <C> <C>
Balance at beginning of period 115,296 59,677 12,264
Addition: Net income (loss) 3,922 32,072 (772)
------------- -------------- --------------
119,218 91,749 11,492
------------- -------------- --------------
Deductions:
Dividends declared:
Preferred stock (at required annual rates):
The Connecticut Light and Power Company
Western Massachusetts Electric Company 5,305
Public Service Company of New Hampshire
Common shares:
$1.38 per share
$11.34 per share
$15.38 per share 16,494
$1,332.00 per share
$38,000.00 per share 38,000
$52,000.00 per share
Loss on retirement of preferred stock 374
Miscellaneous adjustment
------------- -------------- --------------
22,173 38,000 0
------------- -------------- --------------
Balance at end of period 97,045 53,749 11,492
============= ============== ==============
</TABLE>
NORTHEAST UTILITIES AND SUBSIDIARIES
Consolidating Statement of
Capital Surplus, Paid In (a)
Year Ended December 31, 1996
(Thousands of Dollars)
<TABLE>
<CAPTION>
Holyoke
Western Water Power
Massachusetts North Atlantic Company
Electric Energy (consolidated)
Company Corporation (b)
------------- -------------- --------------
<S> <C> <C> <C>
Balance at beginning of period 150,182 160,999 6,000
Capital contribution from Northeast Utilities 0 0 0
Issuance of 440,772 common shares 0 0 0
Allocation of benefits--ESOP 0 0 0
Currency translation adjustment 0 0 0
Capital stock expenses, net 729 0 0
------------- -------------- --------------
Balance at end of period 150,911 160,999 6,000
============= ============== ==============
Note: Individual columns may not add to
Consolidated due to rounding.
The accompanying notes are an integral
part of these financial statements.
(a) Not covered by auditors' report.
(b) See supporting statements.
</TABLE>
<PAGE>F-10A
NORTHEAST UTILITIES AND SUBSIDIARIES
Consolidating Statement of
Retained Earnings (a)
Year Ended December 31, 1996
(Thousands of Dollars)
<TABLE>
<CAPTION>
Northeast
Nuclear North Atlantic The
Energy Energy Service Quinnehtuk
Company Corporation Company
--------- -------------- --------------
<S> <C> <C> <C>
Balance at beginning of period 933 1 (1,870)
Addition: Net income (loss) 1,932 1 (289)
--------- -------------- --------------
2,865 2 (2,159)
--------- -------------- --------------
Deductions:
Dividends declared:
Preferred stock (at required annual rates):
The Connecticut Light and Power Company
Western Massachusetts Electric Company
Public Service Company of New Hampshire
Common shares:
$1.38 per share
$11.34 per share
$15.38 per share
$1,332.00 per share 1,998
$38,000.00 per share
$52,000.00 per share
Loss on retirement of preferred stock
Miscellaneous adjustment 1
--------- -------------- --------------
1,998 1 0
--------- -------------- --------------
Balance at end of period 867 1 (2,159)
========= ============== ==============
</TABLE>
NORTHEAST UTILITIES AND SUBSIDIARIES
Consolidating Statement of
Capital Surplus, Paid In (a)
Year Ended December 31, 1996
(Thousands of Dollars)
<TABLE>
<CAPTION>
Northeast Northeast
Utilities Nuclear North Atlantic
Service Energy Energy Service
Company Company Corporation
--------- -------------- --------------
<S> <C> <C> <C>
Balance at beginning of period 1 15,350 9
Capital contribution from Northeast Utilities 0 0 0
Issuance of 440,772 common shares 0 0 0
Allocation of benefits--ESOP 0 0 0
Currency translation adjustment 0 0 0
Capital stock expenses, net 0 0 0
--------- -------------- --------------
Balance at end of period 1 15,350 9
========= ============== ==============
Note: Individual columns may not add to
Consolidated due to rounding.
The accompanying notes are an integral
part of these financial statements.
(a) Not covered by auditors' report.
(b) See supporting statements.
</TABLE>
<PAGE>F-10B
NORTHEAST UTILITIES AND SUBSIDIARIES
Consolidating Statement of
Retained Earnings (a)
Year Ended December 31, 1996
(Thousands of Dollars)
<TABLE>
<CAPTION>
Charter Oak
The Rocky Energy, Inc.
River Realty (consolidated) NUS Energy
Company (b) Partners, Inc.
-------------- -------------- --------------
<S> <C> <C> <C>
Balance at beginning of period 674 (16,704) 0
Addition: Net income (loss) 0 (1,422) (413)
-------------- -------------- --------------
674 (18,126) (413)
-------------- -------------- --------------
Deductions:
Dividends declared:
Preferred stock (at required annual rates):
The Connecticut Light and Power Company
Western Massachusetts Electric Company
Public Service Company of New Hampshire
Common shares:
$1.38 per share
$11.34 per share
$15.38 per share
$1,332.00 per share
$38,000.00 per share
$52,000.00 per share
Loss on retirement of preferred stock
Miscellaneous adjustment
-------------- -------------- --------------
0 0 0
-------------- -------------- --------------
Balance at end of period 674 (18,126) (413)
============== ============== ==============
</TABLE>
NORTHEAST UTILITIES AND SUBSIDIARIES
Consolidating Statement of
Capital Surplus, Paid In (a)
Year Ended December 31, 1996
(Thousands of Dollars)
<TABLE>
<CAPTION>
Charter Oak
The Energy, Inc.
Quinnehtuk (consolidated) NUS Energy
Company (b) Partners, Inc.
-------------- -------------- --------------
<S> <C> <C> <C>
Balance at beginning of period 155 63,913 0
Capital contribution from Northeast Utilities 0 23,000 1
Issuance of 440,772 common shares 0 0 0
Allocation of benefits--ESOP 0 0 0
Currency translation adjustment 0 738 0
Capital stock expenses, net 0 0 0
-------------- -------------- --------------
Balance at end of period 155 87,651 1
============== ============== ==============
Note: Individual columns may not add to
Consolidated due to rounding.
The accompanying notes are an integral
part of these financial statements.
(a) Not covered by auditors' report.
(b) See supporting statements.
</TABLE>
<PAGE>F-10C
NORTHEAST UTILITIES AND SUBSIDIARIES
Consolidating Statement of
Retained Earnings (a)
Year Ended December 31, 1996
(Thousands of Dollars)
<TABLE>
<CAPTION>
Mode 1 HEC Inc.
Communications, (consolidated)
Inc. (b)
--------------- --------------
<S> <C> <C>
Balance at beginning of period 0 (613)
Addition: Net income (loss) (428) 417
--------------- --------------
(428) (196)
--------------- --------------
Deductions:
Dividends declared:
Preferred stock (at required annual rates):
The Connecticut Light and Power Company
Western Massachusetts Electric Company
Public Service Company of New Hampshire
Common shares:
$1.38 per share
$11.34 per share
$15.38 per share
$1,332.00 per share
$38,000.00 per share
$52,000.00 per share
Loss on retirement of preferred stock
Miscellaneous adjustment
--------------- --------------
0 0
--------------- --------------
Balance at end of period (428) (196)
=============== ==============
</TABLE>
NORTHEAST UTILITIES AND SUBSIDIARIES
Consolidating Statement of
Capital Surplus, Paid In (a)
Year Ended December 31, 1996
(Thousands of Dollars)
<TABLE>
<CAPTION>
Mode 1 HEC Inc.
Communications, (consolidated)
Inc. (b)
--------------- --------------
<S> <C> <C>
Balance at beginning of period 0 3,992
Capital contribution from Northeast Utilities 6,766 0
Issuance of 440,772 common shares 0 0
Allocation of benefits--ESOP 0 0
Currency translation adjustment 0 8
Capital stock expenses, net 0 0
--------------- --------------
Balance at end of period 6,766 4,000
=============== ==============
Note: Individual columns may not add to
Consolidated due to rounding.
The accompanying notes are an integral
part of these financial statements.
(a) Not covered by auditors' report.
(b) See supporting statements.
</TABLE>
<PAGE>F-10D
NORTHEAST UTILITIES AND SUBSIDIARIES
Consolidating Statement of
Retained Earnings (a)
Year Ended December 31, 1996
(Thousands of Dollars)
<TABLE>
<CAPTION>
Eliminations Consolidated
------------ ------------
<S> <C> <C>
Balance at beginning of period 1,098,173 1,007,340
Addition: Net income (loss) 17,909 35,607
------------ ------------
1,116,082 1,042,947
------------ ------------
Deductions:
Dividends declared:
Preferred stock (at required annual rates):
The Connecticut Light and Power Company 15,221
Western Massachusetts Electric Company 5,305
Public Service Company of New Hampshire 13,250
Common shares:
$1.38 per share 176,277
$11.34 per share 138,608 0
$15.38 per share 16,494 0
$1,332.00 per share 1,998 0
$38,000.00 per share 38,000 0
$52,000.00 per share 52,000 0
Loss on retirement of preferred stock 374 374
Miscellaneous adjustment 1 0
------------ ------------
247,474 210,427
------------ ------------
Balance at end of period 868,608 832,520
============ ============
</TABLE>
NORTHEAST UTILITIES AND SUBSIDIARIES
Consolidating Statement of
Capital Surplus, Paid In (a)
Year Ended December 31, 1996
(Thousands of Dollars)
<TABLE>
<CAPTION>
Eliminations Consolidated
------------ ------------
<S> <C> <C>
Balance at beginning of period 1,460,968 936,308
Capital contribution from Northeast Utilities 29,768 0
Issuance of 440,772 common shares 0 8,418
Allocation of benefits--ESOP 0 (8,103)
Currency translation adjustment 746 746
Capital stock expenses, net 3,077 3,077
------------ ------------
Balance at end of period 1,494,559 940,446
============ ============
Note: Individual columns may not add to
Consolidated due to rounding.
The accompanying notes are an integral
part of these financial statements.
(a) Not covered by auditors' report.
(b) See supporting statements.
</TABLE>
<PAGE>F-10E
(This page intentionally left blank)
<PAGE>F-11
NORTHEAST UTILITIES AND SUBSIDIARIES
Consolidating Statement of Cash Flows (a)
Year Ended December 31, 1996
(Thousands of Dollars)
<TABLE>
<CAPTION>
The
Connecticut Public Service
Light and Company of
Northeast Power Company New Hampshire
Utilities (consolidated) (consolidated)
(parent) (b) (b)
------------ -------------- --------------
<S> <C> <C> <C>
Operating Activities:
Net income (loss) $ 1,831 $ (80,237) $ 96,902
Adjustments to reconcile to net cash
from operating activities:
Depreciation 0 247,109 42,983
Deferred income taxes and investment tax credits, net 3,868 (60,773) 94,681
Deferred nuclear plants return, net of amortization 0 7,746 0
Deferred demand side management costs, net of amort. 0 26,941 0
Recoverable energy costs, net of amortization 0 (35,567) 31,663
Amortization of PSNH acquisition costs 0 0 56,884
Deferred cogeneration costs-CL&P, net of amortization 0 25,957 0
Nuclear compliance, net 0 50,500 0
Sale of Seabrook 2 steam generator 0 0 0
Deferred refueling outage, net of amortization 0 45,643 0
Equity in earnings of subsidiary companies (18,272) 0 0
Cash dividends received from subsidiary companies 247,101 0 0
Other sources of cash 17,961 75,552 65,977
Other uses of cash (3,065) (23,862) (51,188)
Changes in working capital:
Receivables and accrued utility revenues (7,312) (22,378) (36,869)
Fuel, materials and supplies 0 (11,455) (3,135)
Accounts payable (3,183) 83,951 (7,714)
Accrued taxes (4,381) (23,561) (883)
Other working capital (excludes cash) (9,343) (5,385) (12,590)
------------ -------------- --------------
Net cash flows from (used for) operating activities 225,205 300,181 276,711
------------ -------------- --------------
Financing Activities:
Issuance of common shares 10,622 0 0
Issuance of long-term debt 0 222,000 0
Issuance of Monthly Income Preferred Securities 0 0 0
Net (decrease) increase in short-term debt (18,750) (51,750) 0
Reacquisitions and retirements of long-term debt (14,000) (14,329) (172,500)
Reacquisitions and retirements of preferred stock 0 0 0
Cash dividends on preferred stock 0 (15,221) (13,250)
Cash dividends on common shares (176,276) (138,608) (52,000)
Other paid in capital 0 0 0
------------ -------------- --------------
Net cash flows (used for) from financing activities (198,404) 2,092 (237,750)
------------ -------------- --------------
Investment Activities:
Investment in plant:
Electric and other utility plant 0 (140,086) (37,480)
Nuclear fuel 0 553 129
------------ -------------- --------------
Net cash flows used for investments in plant 0 (139,533) (37,351)
NU System Money Pool 4,200 (109,050) 850
Investment in subsidiaries (33,217) 0 0
Investment in nuclear decommissioning trusts 0 (50,998) (521)
Other investment activities, net 2,208 (2,625) (1,146)
------------ -------------- --------------
Net cash flows (used for) from investments (26,809) (302,206) (38,168)
------------ -------------- --------------
Net (decrease) increase in cash for the period (8) 67 793
Cash and cash equivalents - beginning of period 18 337 345
------------ -------------- --------------
Cash and cash equivalents - end of period $ 10 $ 404 $ 1,138
============ ============== ==============
Supplemental Cash Flow Information:
Cash paid (received) during the year for:
Interest, net of amounts capitalized $ 21,770 $ 114,458 $ 58,835
Income taxes (refund) $ (7,700) $ 77,790 $ (337)
Increase in obligations:
Niantic Bay Fuel Trust and other capital leases $ - $ 2,855 $ -
Seabrook Power Contracts $ - $ - $ 93
Note: Individual columns may not add to consolidated
due to rounding.
The accompaning notes are an integral part of
these financial statements.
(a) Not covered by auditors' report.
(b) See supporting statements.
</TABLE>
NORTHEAST UTILITIES AND SUBSIDIARIES
Consolidating Statement of Cash Flows (a)
Year Ended December 31, 1996
(Thousands of Dollars)
<TABLE>
<CAPTION>
Holyoke
Western North Water Power
Massachusetts Atlantic Company
Electric Energy (consolidated)
Company Corporation (b)
-------------- ------------ --------------
<S> <C> <C> <C>
Operating Activities:
Net income (loss) $ 3,922 $ 32,072 $ (772)
Adjustments to reconcile to net cash
from operating activities:
Depreciation 39,710 24,056 2,016
Deferred income taxes and investment tax credits, net (3,439) 15,749 1,211
Deferred nuclear plants return, net of amortization - (22,648) 0
Deferred demand side management costs, net of amort. 0 0 0
Recoverable energy costs, net of amortization (10,517) 0 0
Amortization of PSNH acquisition costs 0 0 0
Deferred cogeneration costs-CL&P, net of amortization 0 0 0
Nuclear compliance, net 11,800 0 0
Sale of Seabrook 2 steam generator 0 20,931 0
Deferred refueling outage, net of amortization 6,188 0 0
Equity in earnings of subsidiary companies 0 0 0
Cash dividends received from subsidiary companies 0 0 0
Other sources of cash 21,248 20,843 132
Other uses of cash (10,270) (2,582) (1,301)
Changes in working capital:
Receivables and accrued utility revenues (1,853) 2,270 283
Fuel, materials and supplies (203) (824) (235)
Accounts payable 20,875 19,509 2,128
Accrued taxes (805) 2,140 (1,322)
Other working capital (excludes cash) (8,144) (7,675) 446
-------------- ------------ --------------
Net cash flows from (used for) operating activities 68,512 103,841 2,586
-------------- ------------ --------------
Financing Activities:
Issuance of common shares 0 0 0
Issuance of long-term debt 0 0 0
Issuance of Monthly Income Preferred Securities 0 0 0
Net (decrease) increase in short-term debt 23,350 (5,500) 0
Reacquisitions and retirements of long-term debt 0 (45,000) 0
Reacquisitions and retirements of preferred stock (36,500) 0 0
Cash dividends on preferred stock (5,305) 0 0
Cash dividends on common shares (16,494) (38,000) 0
Other paid in capital 0 0 0
-------------- ------------ --------------
Net cash flows (used for) from financing activities (34,949) (88,500) 0
-------------- ------------ --------------
Investment Activities:
Investment in plant:
Electric and other utility plant (23,468) (5,921) (999)
Nuclear fuel 541 (15,752) 0
-------------- ------------ --------------
Net cash flows used for investments in plant (22,927) (21,673) (999)
NU System Money Pool - 2,500 (1,500)
Investment in subsidiaries 0 0 0
Investment in nuclear decommissioning trusts (9,794) (4,404) 0
Other investment activities, net (977) 222 (122)
-------------- ------------ --------------
Net cash flows (used for) from investments (33,698) (23,355) (2,621)
-------------- ------------ --------------
Net (decrease) increase in cash for the period (135) (8,014) (35)
Cash and cash equivalents - beginning of period 202 8,313 56
-------------- ------------ --------------
Cash and cash equivalents - end of period $ 67 $ 299 $ 21
============== ============ ==============
Supplemental Cash Flow Information:
Cash paid (received) during the year for:
Interest, net of amounts capitalized $ 21,725 $ 46,322 $ 1,577
Income taxes (refund) $ 7,816 $ (13,160) $ (58)
Increase in obligations:
Niantic Bay Fuel Trust and other capital leases $ 669 $ - $ -
Seabrook Power Contracts $ - $ - $ -
Note: Individual columns may not add to consolidated
due to rounding.
The accompaning notes are an integral part of
these financial statements.
(a) Not covered by auditors' report.
(b) See supporting statements.
</TABLE>
NORTHEAST UTILITIES AND SUBSIDIARIES
Consolidating Statement of Cash Flows (a)
Year Ended December 31, 1996
(Thousands of Dollars)
<TABLE>
<CAPTION>
North
Northeast Northeast Atlantic
Utilities Nuclear Energy
Service Energy Service
Company Company Corporation
------------ ------------- ------------
<S> <C> <C> <C>
Operating Activities:
Net income (loss) $ 0 $ 1,932 $ 1
Adjustments to reconcile to net cash
from operating activities:
Depreciation 8,395 1,621 0
Deferred income taxes and investment tax credits, net (1,395) (4,326) (313)
Deferred nuclear plants return, net of amortization 0 0 0
Deferred demand side management costs, net of amort. 0 0 0
Recoverable energy costs, net of amortization 0 0 0
Amortization of PSNH acquisition costs 0 0 0
Deferred cogeneration costs-CL&P, net of amortization 0 0 0
Nuclear compliance, net 0 0 0
Sale of Seabrook 2 steam generator 0 0 0
Deferred refueling outage, net of amortization 0 0 0
Equity in earnings of subsidiary companies 0 0 0
Cash dividends received from subsidiary companies 0 0 0
Other sources of cash 12,124 52 0
Other uses of cash (8,963) (8,302) (1,613)
Changes in working capital:
Receivables and accrued utility revenues (72,761) 4,421 (26,057)
Fuel, materials and supplies 58 5,319 (298)
Accounts payable 93,503 33,372 26,604
Accrued taxes 7,964 2,710 (286)
Other working capital (excludes cash) 3,804 13,756 1,892
------------ ------------- ------------
Net cash flows from (used for) operating activities 42,729 50,555 (70)
------------ ------------- ------------
Financing Activities:
Issuance of common shares 0 0 0
Issuance of long-term debt 0 0 0
Issuance of Monthly Income Preferred Securities 0 0 0
Net (decrease) increase in short-term debt 151,000 0 0
Reacquisitions and retirements of long-term debt 0 (391) 0
Reacquisitions and retirements of preferred stock 0 0 0
Cash dividends on preferred stock 0 0 0
Cash dividends on common shares 0 (1,998) 0
Other paid in capital 0 0 0
------------ ------------- ------------
Net cash flows (used for) from financing activities 151,000 (2,389) 0
------------ ------------- ------------
Investment Activities:
Investment in plant:
Electric and other utility plant (14,896) (169) 0
Nuclear fuel 0 0 0
------------ ------------- ------------
Net cash flows used for investments in plant (14,896) (169) 0
NU System Money Pool (7,000) (48,000) 0
Investment in subsidiaries 0 0 0
Investment in nuclear decommissioning trusts 0 0 0
Other investment activities, net (185) 0 37
------------ ------------- ------------
Net cash flows (used for) from investments (22,081) (48,169) 37
------------ ------------- ------------
Net (decrease) increase in cash for the period 171,648 (3) (33)
Cash and cash equivalents - beginning of period 15,747 5 772
------------ ------------- ------------
Cash and cash equivalents - end of period $ 187,395 $ 2 $ 739
============ ============= ============
Supplemental Cash Flow Information:
Cash paid (received) during the year for:
Interest, net of amounts capitalized $ 161 $ 1,965 $ -
Income taxes (refund) $ (2,764) $ 3,563 $ -
Increase in obligations:
Niantic Bay Fuel Trust and other capital leases $ - $ - $ -
Seabrook Power Contracts $ - $ - $ -
Note: Individual columns may not add to consolidated
due to rounding.
The accompaning notes are an integral part of
these financial statements.
(a) Not covered by auditors' report.
(b) See supporting statements.
</TABLE>
NORTHEAST UTILITIES AND SUBSIDIARIES
Consolidating Statement of Cash Flows (a)
Year Ended December 31, 1996
(Thousands of Dollars)
<TABLE>
<CAPTION>
The Rocky Charter Oak
The River Energy, Inc.
Quinnehtuk Realty (consolidated)
Company Company (b)
----------- ---------- --------------
<S> <C> <C> <C>
Operating Activities:
Net income (loss) $ (289) $ 0 $ (1,422)
Adjustments to reconcile to net cash
from operating activities:
Depreciation 59 2,477 435
Deferred income taxes and investment tax credits, net 26 114 0
Deferred nuclear plants return, net of amortization 0 0 0
Deferred demand side management costs, net of amort. 0 0 0
Recoverable energy costs, net of amortization 0 0 0
Amortization of PSNH acquisition costs 0 0 0
Deferred cogeneration costs-CL&P, net of amortization 0 0 0
Nuclear compliance, net 0 0 0
Sale of Seabrook 2 steam generator 0 0 0
Deferred refueling outage, net of amortization 0 0 0
Equity in earnings of subsidiary companies 0 0 0
Cash dividends received from subsidiary companies 0 0 0
Other sources of cash 22 147 37
Other uses of cash (1) 0 (4,662)
Changes in working capital:
Receivables and accrued utility revenues 0 (860) (1,606)
Fuel, materials and supplies 0 0 0
Accounts payable 0 (270) (868)
Accrued taxes (29) 4 1,171
Other working capital (excludes cash) (6) (70) 252
----------- ---------- --------------
Net cash flows from (used for) operating activities (218) 1,542 (6,663)
----------- ---------- --------------
Financing Activities:
Issuance of common shares 0 0 0
Issuance of long-term debt 0 0 0
Issuance of Monthly Income Preferred Securities 0 0 0
Net (decrease) increase in short-term debt 200 400 0
Reacquisitions and retirements of long-term debt 0 (1,921) 0
Reacquisitions and retirements of preferred stock 0 0 0
Cash dividends on preferred stock 0 0 0
Cash dividends on common shares 0 0 0
Other paid in capital 0 0 23,738
----------- ---------- --------------
Net cash flows (used for) from financing activities 200 (1,521) 23,738
----------- ---------- --------------
Investment Activities:
Investment in plant:
Electric and other utility plant (57) 45 (63)
Nuclear fuel 0 0 0
----------- ---------- --------------
Net cash flows used for investments in plant (57) 45 (63)
NU System Money Pool 0 0 0
Investment in subsidiaries 0 0 0
Investment in nuclear decommissioning trusts 0 0 0
Other investment activities, net 21 5 (15,967)
----------- ---------- --------------
Net cash flows (used for) from investments (36) 50 (16,030)
----------- ---------- --------------
Net (decrease) increase in cash for the period (54) 71 1,045
Cash and cash equivalents - beginning of period 125 0 1,798
----------- ---------- --------------
Cash and cash equivalents - end of period $ 71 $ 71 $ 2,843
=========== ========== ==============
Supplemental Cash Flow Information:
Cash paid (received) during the year for:
Interest, net of amounts capitalized $ 268 $ 5,049 $ -
Income taxes (refund) $ (110) $ (116) $ (944)
Increase in obligations:
Niantic Bay Fuel Trust and other capital leases $ - $ - $ -
Seabrook Power Contracts $ - $ - $ -
Note: Individual columns may not add to consolidated
due to rounding.
The accompaning notes are an integral part of
these financial statements.
(a) Not covered by auditors' report.
(b) See supporting statements.
</TABLE>
NORTHEAST UTILITIES AND SUBSIDIARIES
Consolidating Statement of Cash Flows (a)
Year Ended December 31, 1996
(Thousands of Dollars)
<TABLE>
<CAPTION>
NUSCO
Energy Mode 1 HEC, Inc.
Partners, Communications, (consolidated)
Inc. Inc. (b)
----------- --------------- --------------
<S> <C> <C> <C>
Operating Activities:
Net income (loss) $ (413) $ (428) $ 417
Adjustments to reconcile to net cash
from operating activities:
Depreciation 0 0 419
Deferred income taxes and investment tax credits, net 0 0 14
Deferred nuclear plants return, net of amortization 0 0 0
Deferred demand side management costs, net of amort. 0 0 0
Recoverable energy costs, net of amortization 0 0 0
Amortization of PSNH acquisition costs 0 0 0
Deferred cogeneration costs-CL&P, net of amortization 0 0 0
Nuclear compliance, net 0 0 0
Sale of Seabrook 2 steam generator 0 0 0
Deferred refueling outage, net of amortization 0 0 0
Equity in earnings of subsidiary companies 0 0 0
Cash dividends received from subsidiary companies 0 0 0
Other sources of cash 1 0 8
Other uses of cash 0 0 (1,848)
Changes in working capital:
Receivables and accrued utility revenues (355) (310) 1,375
Fuel, materials and supplies 0 0 (63)
Accounts payable 769 585 (291)
Accrued taxes 0 0 68
Other working capital (excludes cash) (2) 0 813
----------- --------------- --------------
Net cash flows from (used for) operating activities 0 (153) 912
----------- --------------- --------------
Financing Activities:
Issuance of common shares 0 0 0
Issuance of long-term debt 0 0 150
Issuance of Monthly Income Preferred Securities 0 0 0
Net (decrease) increase in short-term debt 0 0 (1,200)
Reacquisitions and retirements of long-term debt 0 0 0
Reacquisitions and retirements of preferred stock 0 0 0
Cash dividends on preferred stock 0 0 0
Cash dividends on common shares 0 0 0
Other paid in capital 0 6,766 0
----------- --------------- --------------
Net cash flows (used for) from financing activities 0 6,766 (1,050)
----------- --------------- --------------
Investment Activities:
Investment in plant:
Electric and other utility plant 0 0 (125)
Nuclear fuel 0 0 0
----------- --------------- --------------
Net cash flows used for investments in plant 0 0 (125)
NU System Money Pool 0 0 0
Investment in subsidiaries 0 0 0
Investment in nuclear decommissioning trusts 0 0 0
Other investment activities, net 0 (6,536) 0
----------- --------------- --------------
Net cash flows (used for) from investments 0 (6,536) (125)
----------- --------------- --------------
Net (decrease) increase in cash for the period 0 77 (263)
Cash and cash equivalents - beginning of period 0 0 1,322
----------- --------------- --------------
Cash and cash equivalents - end of period $ 0 $ 77 $ 1,059
=========== =============== ==============
Supplemental Cash Flow Information:
Cash paid (received) during the year for:
Interest, net of amounts capitalized $ - $ - $ 55
Income taxes (refund) $ - $ - $ 210
Increase in obligations:
Niantic Bay Fuel Trust and other capital leases $ - $ - $ -
Seabrook Power Contracts $ - $ - $ -
Note: Individual columns may not add to consolidated
due to rounding.
The accompaning notes are an integral part of
these financial statements.
(a) Not covered by auditors' report.
(b) See supporting statements.
</TABLE>
NORTHEAST UTILITIES AND SUBSIDIARIES
Consolidating Statement of Cash Flows (a)
Year Ended December 31, 1996
(Thousands of Dollars)
<TABLE>
<CAPTION>
Eliminations Consolidated
------------- -------------
<S> <C> <C>
Operating Activities:
Net income (loss) $ 17,909 $ 35,607
Adjustments to reconcile to net cash
from operating activities:
Depreciation 9,773 359,507
Deferred income taxes and investment tax credits, net (313) 45,730
Deferred nuclear plants return, net of amortization 46 (14,948)
Deferred demand side management costs, net of amort. 0 26,941
Recoverable energy costs, net of amortization (132) (14,289)
Amortization of PSNH acquisition costs 0 56,884
Deferred cogeneration costs-CL&P, net of amortization 0 25,957
Nuclear compliance, net (900) 63,200
Sale of Seabrook 2 steam generator 20,931 0
Deferred refueling outage, net of amortization 0 51,831
Equity in earnings of subsidiary companies (18,272) 0
Cash dividends received from subsidiary companies 247,101 0
Other sources of cash 49,189 164,915
Other uses of cash (76,068) (41,589)
Changes in working capital:
Receivables and accrued utility revenues (130,020) (31,992)
Fuel, materials and supplies (2) (10,834)
Accounts payable 80,869 188,101
Accrued taxes 50,958 (68,168)
Other working capital (excludes cash) (869) (21,383)
------------- -------------
Net cash flows from (used for) operating activities 250,200 815,470
------------- -------------
Financing Activities:
Issuance of common shares 0 10,622
Issuance of long-term debt 0 222,150
Issuance of Monthly Income Preferred Securities 0 0
Net (decrease) increase in short-term debt 158,000 (60,250)
Reacquisitions and retirements of long-term debt 1 (248,142)
Reacquisitions and retirements of preferred stock 0 (36,500)
Cash dividends on preferred stock 0 (33,776)
Cash dividends on common shares (247,099) (176,277)
Other paid in capital 30,504 0
------------- -------------
Net cash flows (used for) from financing activities (58,594) (322,173)
------------- -------------
Investment Activities:
Investment in plant:
Electric and other utility plant (390) (222,829)
Nuclear fuel 0 (14,529)
------------- -------------
Net cash flows used for investments in plant (390) (237,358)
NU System Money Pool (158,000) 0
Investment in subsidiaries (33,217) 0
Investment in nuclear decommissioning trusts (1) (65,716)
Other investment activities, net (1) (25,064)
------------- -------------
Net cash flows (used for) from investments (191,609) (328,138)
------------- -------------
Net (decrease) increase in cash for the period (3) 165,159
Cash and cash equivalents - beginning of period 3 29,038
------------- -------------
Cash and cash equivalents - end of period $ 0 $ 194,197
============= =============
Supplemental Cash Flow Information:
Cash paid (received) during the year for:
Interest, net of amounts capitalized $ 4,056 $ 268,129
Income taxes (refund) $ 1 $ 64,189
Increase in obligations:
Niantic Bay Fuel Trust and other capital leases $ 0 $ 3,524
Seabrook Power Contracts $ 93 $ -
Note: Individual columns may not add to consolidated
due to rounding.
The accompaning notes are an integral part of
these financial statements.
(a) Not covered by auditors' report.
(b) See supporting statements.
</TABLE>
THE CONNECTICUT LIGHT AND POWER COMPANY
AND SUBSIDIARIES (a)
Consolidating Balance Sheet (b)
Assets
December 31, 1996
(Thousands of Dollars)
<TABLE>
<CAPTION>
The Electric
Connecticut Power,
Light and CL&P Incorporated
Power Company Capital,L.P. (inactive)
------------- ------------ ------------
<S> <C> <C> <C>
Utility Plant, at original cost:
Electric 6,283,734 0 2
Less: Accumulated provision for
depreciation 2,665,519 0 0
------------- ------------ ------------
3,618,215 0 2
Construction work in progress 95,873 0 0
Nuclear fuel, net 133,050 0 0
------------- ------------ ------------
Total net utility plant 3,847,138 0 2
------------- ------------ ------------
Other Property and Investments:
Nuclear decommissioning trusts, at market 296,960 0 0
Investments in regional nuclear
generating companies, at equity 56,925 0 0
Investments in subsidiary companies,
at equity 3,167 0 0
Other, at cost 16,557 0 0
------------- ------------ ------------
373,609 0 0
------------- ------------ ------------
Long-term Loan Receivable 0 103,100 0
------------- ------------ ------------
Current Assets:
Cash 59 288 0
Notes receivable from affiliated companies 109,050 0 0
Receivables, net 226,112 0 0
Receivables from affiliated companies 3,769 0 0
Taxes receivable 40,134 0 0
Accrued utility revenues 78,451 0 0
Fuel, materials, and supplies, at
average cost 79,937 0 0
Recoverable energy costs, net--current
portion 25,436 0 0
Prepayments and other 63,344 0 0
------------- ------------ ------------
626,292 288 0
------------- ------------ ------------
Deferred Charges:
Regulatory assets 1,370,781 0 0
Unamortized debt expense 17,033 0 0
Other 12,283 0 0
------------- ------------ ------------
1,400,097 0 0
------------- ------------ ------------
Total Assets 6,247,136 103,388 2
============= ============ ============
Note: Individual columns may not add to
Consolidated due to rounding.
The accompanying notes are an integral
part of these financial statements.
(a)Not included are the following
inactive subsidiaries: The Connecticut
Transmission Corporation,
The Connecticut Steam Company and
The Nutmeg Power Company.
(b)Not covered by auditors' report.
</TABLE>
<PAGE>F-14
THE CONNECTICUT LIGHT AND POWER COMPANY
AND SUBSIDIARIES (a)
Consolidating Balance Sheet (b)
Assets
December 31, 1996
(Thousands of Dollars)
<TABLE>
<CAPTION> The City and
Suburban
Electric and Research
Gas Company Park,
(inactive) Incorporated Eliminations
------------ ------------ ------------
<S> <C> <C> <C>
Utility Plant, at original cost:
Electric 0 0 0
Less: Accumulated provision for
depreciation 0 0 0
------------ ------------ ------------
0 0 0
Construction work in progress 0 0 0
Nuclear fuel, net 0 0 0
------------ ------------ ------------
Total net utility plant 0 0 0
------------ ------------ ------------
Long-term Loan Receivable 0 0 103,100
------------ ------------ ------------
Other Property and Investments:
Nuclear decommissioning trusts, at market 0 0 0
Investments in regional nuclear
generating companies, at equity 0 0 0
Investments in subsidiary companies,
at equity 0 0 3,167
Other, at cost 0 0 (8)
------------ ------------ ------------
0 0 3,159
------------ ------------ ------------
Current Assets:
Cash 1 56 0
Notes receivable from affiliated companies 0 0 0
Receivables, net 0 0 0
Receivables from affiliated companies 0 0 288
Taxes receivable 0 0 0
Accrued utility revenues 0 0 0
Fuel, materials, and supplies, at
average cost 0 0 0
Recoverable energy costs, net--current
portion 0 0 0
Prepayments and other 0 0 0
------------ ------------ ------------
1 56 288
------------ ------------ ------------
Deferred Charges:
Regulatory assets 0 0 0
Unamortized debt expense 0 0 0
Other 0 0 0
------------ ------------ ------------
0 0 0
------------ ------------ ------------
Total Assets 1 56 106,547
============ ============ ============
Note: Individual columns may not add to
Consolidated due to rounding.
The accompanying notes are an integral
part of these financial statements.
(a)Not included are the following
inactive subsidiaries: The Connecticut
Transmission Corporation,
The Connecticut Steam Company and
The Nutmeg Power Company.
(b)Not covered by auditors' report.
</TABLE>
<PAGE>F-14A
THE CONNECTICUT LIGHT AND POWER COMPANY
AND SUBSIDIARIES (a)
Consolidating Balance Sheet (b)
Assets
December 31, 1996
(Thousands of Dollars)
<TABLE>
<CAPTION>
Consolidated
------------
<S> <C>
Utility Plant, at original cost:
Electric 6,283,736
Less: Accumulated provision for
depreciation 2,665,519
------------
3,618,217
Construction work in progress 95,873
Nuclear fuel, net 133,050
------------
Total net utility plant 3,847,140
------------
Long-term Loan Receivable 0
------------
Other Property and Investments:
Nuclear decommissioning trusts, at market 296,960
Investments in regional nuclear
generating companies, at equity 56,925
Investments in subsidiary companies,
at equity 0
Other, at cost 16,565
------------
370,450
------------
Current Assets:
Cash 404
Notes receivable from affiliated companies 109,050
Receivables, net 226,112
Receivables from affiliated companies 3,481
Taxes receivable 40,134
Accrued utility revenues 78,451
Fuel, materials, and supplies, at
average cost 79,937
Recoverable energy costs, net--current
portion 25,436
Prepayments and other 63,344
------------
626,349
------------
Deferred Charges:
Regulatory assets 1,370,781
Unamortized debt expense 17,033
Other 12,283
------------
1,400,097
------------
Total Assets 6,244,036
============
Note: Individual columns may not add to
Consolidated due to rounding.
The accompanying notes are an integral
part of these financial statements.
(a)Not included are the following
inactive subsidiaries: The Connecticut
Transmission Corporation,
The Connecticut Steam Company and
The Nutmeg Power Company.
(b)Not covered by auditors' report.
</TABLE>
<PAGE>F-14B
THE CONNECTICUT LIGHT AND POWER COMPANY
AND SUBSIDIARIES (a)
Consolidating Balance Sheet (b)
Capitalization and Liabilities
December 31, 1996
(Thousands of Dollars)
<TABLE>
<CAPTION>
The Electric
Connecticut Power,
Light and CL&P Incorporated
Power Company Capital,L.P. (inactive)
------------- ------------ ------------
<S> <C> <C> <C>
Common stockholder's equity:
Common stock 122,229 0 1
Capital surplus, paid in 639,657 3,100 0
Retained earnings 551,410 0 0
------------- ------------ ------------
Total common stockholder's equity 1,313,296 3,100 1
Preferred stock not subject to mandatory
redemption 116,200 0 0
Preferred stock subject to mandatory
redemption 155,000 0 0
MIPS Preferred stock 0 100,000 0
Long-term debt 1,937,505 0 0
------------- ------------ ------------
Total capitalization 3,522,001 103,100 1
------------- ------------ ------------
Minority Interest in Common Equity
of Subsidiary 0 0 0
------------- ------------ ------------
Obligations Under Capital Leases 143,347 0 0
------------- ------------ ------------
Current Liabilities:
Notes payable to affiliated companies 0 0 1
Long-term debt and preferred stock--
current portion 204,116 0 0
Obligations under capital leases--
current portion 12,361 0 0
Accounts payable 160,945 0 0
Accounts payable to affiliated companies 78,481 288 0
Accrued taxes 28,707 0 0
Accrued interest 31,513 0 0
Nuclear compliance 50,500 0 0
Other 34,433 0 0
------------- ------------ ------------
601,056 288 1
------------- ------------ ------------
Deferred Credits:
Accumulated deferred income taxes 1,365,641 0 0
Accumulated deferred investment
tax credits 135,080 0 0
Deferred contractual obligation 305,627 0 0
Other 174,384 0 0
------------- ------------ ------------
1,980,732 0 0
------------- ------------ ------------
Total Capitalization and Liabilities 6,247,136 103,388 2
============= ============ ============
Note: Individual columns may not add to
Consolidated due to rounding.
The accompanying notes are an integral
part of these financial statements.
(a)Not included are the following
inactive subsidiaries: The Connecticut
Transmission Corporation,
The Connecticut Steam Company and
The Nutmeg Power Company.
(b)Not covered by auditors' report.
</TABLE>
<PAGE>F-15
THE CONNECTICUT LIGHT AND POWER COMPANY
AND SUBSIDIARIES (a)
Consolidating Balance Sheet (b)
Capitalization and Liabilities
December 31, 1996
(Thousands of Dollars)
<TABLE>
<CAPTION> The City and
Suburban
Electric and Research
Gas Company Park,
(inactive) Incorporated Eliminations
------------ ------------ ------------
<S> <C> <C> <C>
Common stockholder's equity:
Common stock 1 5 7
Capital surplus, paid in 0 0 3,100
Retained earnings 0 51 51
------------ ------------ ------------
Total common stockholder's equity 1 56 3,158
Preferred stock not subject to mandatory
redemption 0 0 0
Preferred stock subject to mandatory
redemption 0 0 0
MIPS Preferred stock 0 0 100,000
Long-term debt 0 0 103,100
------------ ------------ ------------
Total capitalization 1 56 206,258
------------ ------------ ------------
Minority Interest in Common Equity
of Subsidiary 0 0 (100,000)
------------ ------------ ------------
Obligations Under Capital Leases 0 0 0
------------ ------------ ------------
Current Liabilities:
Notes payable to affiliated companies 0 0 1
Long-term debt and preferred stock--
current portion 0 0 0
Obligations under capital leases--
current portion 0 0 0
Accounts payable 0 0 0
Accounts payable to affiliated companies 0 0 288
Accrued taxes 0 0 0
Accrued interest 0 0 0
Nuclear compliance 0 0 0
Other 0 0 0
------------ ------------ ------------
0 0 289
------------ ------------ ------------
Deferred Credits:
Accumulated deferred income taxes 0 0 0
Accumulated deferred investment
tax credits 0 0 0
Deferred contractual obligation 0 0 0
Other 0 0 0
------------ ------------ ------------
0 0 0
------------ ------------ ------------
Total Capitalization and Liabilities 1 56 106,547
============ ============ ============
Note: Individual columns may not add to
Consolidated due to rounding.
The accompanying notes are an integral
part of these financial statements.
(a)Not included are the following
inactive subsidiaries: The Connecticut
Transmission Corporation,
The Connecticut Steam Company and
The Nutmeg Power Company.
(b)Not covered by auditors' report.
</TABLE>
<PAGE>F-15A
THE CONNECTICUT LIGHT AND POWER COMPANY
AND SUBSIDIARIES (a)
Consolidating Balance Sheet (b)
Capitalization and Liabilities
December 31, 1996
(Thousands of Dollars)
<TABLE>
<CAPTION>
Consolidated
------------
<S> <C>
Common stockholder's equity:
Common stock 122,229
Capital surplus, paid in 639,657
Retained earnings 551,410
------------
Total common stockholder's equity 1,313,296
Preferred stock not subject to mandatory
redemption 116,200
Preferred stock subject to mandatory
redemption 155,000
MIPS Preferred stock 0
Long-term debt 1,834,405
------------
Total capitalization 3,418,901
------------
Minority Interest in Common Equity
of Subsidiary 100,000
------------
Obligations Under Capital Leases 143,347
------------
Current Liabilities:
Notes payable to affiliated companies 0
Long-term debt and preferred stock--
current portion 204,116
Obligations under capital leases--
current portion 12,361
Accounts payable 160,945
Accounts payable to affiliated companies 78,481
Accrued taxes 28,707
Accrued interest 31,513
Nuclear compliance 50,500
Other 34,433
------------
601,056
------------
Deferred Credits:
Accumulated deferred income taxes 1,365,641
Accumulated deferred investment
tax credits 135,080
Deferred contractual obligation 305,627
Other 174,384
------------
1,980,732
------------
Total Capitalization and Liabilities 6,244,036
============
Note: Individual columns may not add to
Consolidated due to rounding.
The accompanying notes are an integral
part of these financial statements.
(a)Not included are the following
inactive subsidiaries: The Connecticut
Transmission Corporation,
The Connecticut Steam Company and
The Nutmeg Power Company.
(b)Not covered by auditors' report.
</TABLE>
<PAGE>F-15B
THE CONNECTICUT LIGHT AND POWER COMPANY
AND SUBSIDIARIES(a)
Consolidating Statement of Income(b)
Year Ended December 31, 1996
(Thousands of Dollars)
<TABLE>
<CAPTION>
The
Connecticut
Light and Research
Power CL&P Park,
Company Capital,L.P. Incorporated
----------- ------------ ------------
<S> <C> <C> <C>
Operating Revenues 2,397,460 0 0
----------- ------------ ------------
Operating Expenses:
Operation--
Fuel, purchased and net
interchange power 830,924 0 0
Other 778,329 0 0
Maintenance 300,005 0 0
Depreciation 247,109 0 0
Amortization of regulatory assets, net 57,432 0 0
Federal and state income taxes (20,174) 0 0
Taxes other than income taxes 174,062 0 0
----------- ------------ ------------
Total operating expenses 2,367,687 0 0
----------- ------------ ------------
Operating Income 29,773 0 0
----------- ------------ ------------
Other Income:
Deferred nuclear plants return--
other funds 1,268 0 0
Equity in earnings of regional nuclear
generating companies 6,619 0 0
Other, net 19,730 9,588 0
Income taxes--credit 160 0 0
----------- ------------ ------------
Other income, net 27,777 9,588 0
----------- ------------ ------------
Income before interest charges 57,550 9,588 0
----------- ------------ ------------
Interest Charges:
Interest on long-term debt 127,198 0 0
Other interest 10,735 0 0
Deferred nuclear plants return--
borrowed funds (146) 0 0
----------- ------------ ------------
Interest charges, net 137,787 0 0
----------- ------------ ------------
Net Income ($80,237) $9,588 $0
=========== ============ ============
Note: Individual columns may not add to
Consolidated due to rounding.
The accompanying notes are an integral
part of these financial statements.
(a) Not included are the following
inactive subsidiaries: Electric
Power,Incorporated, The City and
Suburban Electric and Gas Company,
The Connecticut Transmission
Corporation, The Connecticut Steam
Company and The Nutmeg Power Company.
(b) Not covered by auditors' report.
</TABLE>
<PAGE>F-16
THE CONNECTICUT LIGHT AND POWER COMPANY
AND SUBSIDIARIES(a)
Consolidating Statement of Income(b)
Year Ended December 31, 1996
(Thousands of Dollars)
<TABLE>
<CAPTION>
Eliminations Consolidated
------------ ------------
<S> <C> <C>
Operating Revenues 0 2,397,460
------------ ------------
Operating Expenses:
Operation--
Fuel, purchased and net
interchange power 0 830,924
Other 0 778,329
Maintenance 0 300,005
Depreciation 0 247,109
Amortization of regulatory assets, net 0 57,432
Federal and state income taxes 0 (20,174)
Taxes other than income taxes 0 174,062
------------ ------------
Total operating expenses 0 2,367,687
------------ ------------
Operating Income 0 29,773
------------ ------------
Other Income:
Deferred nuclear plants return--
other funds 0 1,268
Equity in earnings of regional nuclear
generating companies 0 6,619
Other, net 9,876 19,442
Minority interest in income of subsidiary 9,300 (9,300)
Income taxes--credit 0 160
------------ ------------
Other income, net 19,176 18,189
------------ ------------
Income before interest charges 19,176 47,962
------------ ------------
Interest Charges:
Interest on long-term debt 0 127,198
Other interest 9,588 1,147
Deferred nuclear plants return--
borrowed funds 0 (146)
------------ ------------
Interest charges, net 9,588 128,199
------------ ------------
Net Income $9,588 ($80,237)
============ ============
Note: Individual columns may not add to
Consolidated due to rounding.
The accompanying notes are an integral
part of these financial statements.
(a) Not included are the following
inactive subsidiaries: Electric
Power,Incorporated, The City and
Suburban Electric and Gas Company,
The Connecticut Transmission
Corporation, The Connecticut Steam
Company and The Nutmeg Power Company.
(b) Not covered by auditors' report.
</TABLE>
<PAGE>F-16A
THE CONNECTICUT LIGHT AND POWER COMPANY
AND SUBSIDIARIES (a)
Consolidating Statement of Retained Earnings (b)
Year Ended December 31, 1996
(Thousands of Dollars)
<TABLE>
<CAPTION>
The
Connecticut
Light and Research
Power CL&P Park,
Company Capital,L.P. Incorporated
------------ ------------ ------------
<S> <C> <C> <C>
Balance at beginning of period 785,476 0 51
Addition: Net income (80,237) 9,588 0
------------ ------------ ------------
705,239 9,588 51
Deductions: ------------ ------------ ------------
Dividends declared:
Preferred stock (at required
annual rates) 15,221
Common stock $11.34 per share 138,608
MIPS Partnership distribution 0 9,300
Cash distribution to The Connecticut Light
and Power Company 0 288
Loss on the retirement of preferred stock 0 0
------------ ------------ ------------
Total deductions 153,829 9,588 0
------------ ------------ ------------
Balance at end of period 551,410 0 51
============ ============ ============
</TABLE>
THE CONNECTICUT LIGHT AND POWER COMPANY
AND SUBSIDIARIES (a)
Consolidating Statement of
Capital Surplus, Paid In (b)
Year Ended December 31, 1996
(Thousands of Dollars)
<TABLE>
<CAPTION>
The
Connecticut
Light and Research
Power CL&P Park,
Company Capital,L.P. Incorporated
------------ ------------ ------------
<S> <C> <C> <C>
Balance at beginning of period 637,981 3,100 0
Capital stock expenses, net 1,676 0 0
------------ ------------ ------------
Balance at end of period 639,657 3,100 0
============ ============ ============
Note: Individual columns may not add to
Consolidated due to rounding.
The accompanying notes are an integral
part of these financial statements.
(a) Not included are the following
inactive subsidiaries: Electric
Power,Incorporated, The City and
Suburban Electric and Gas Company,
The Connecticut Transmission
Corporation, The Connecticut Steam
Company and The Nutmeg Power Company.
(b) Not covered by auditors' report.
</TABLE>
<PAGE>F-17
THE CONNECTICUT LIGHT AND POWER COMPANY
AND SUBSIDIARIES (a)
Consolidating Statement of Retained Earnings (b)
Year Ended December 31, 1996
(Thousands of Dollars)
<TABLE>
<CAPTION>
Eliminations Consolidated
------------ ------------
<S> <C> <C>
Balance at beginning of period 51 785,476
Addition: Net income 9,588 (80,237)
------------ ------------
9,639 705,239
Deductions: ------------ ------------
Dividends declared:
Preferred stock (at required
annual rates) 15,221
Common stock $11.34 per share 138,608
MIPS Partnership distribution 9,300 0
Cash distribution to The Connecticut Light
and Power Company 288 0
Loss on the retirement of preferred stock 0 0
------------ ------------
Total deductions 9,588 153,829
------------ ------------
Balance at end of period 51 551,410
============ ============
</TABLE>
THE CONNECTICUT LIGHT AND POWER COMPANY
AND SUBSIDIARIES (a)
Consolidating Statement of
Capital Surplus, Paid In (b)
Year Ended December 31, 1996
(Thousands of Dollars)
<TABLE>
<CAPTION>
Eliminations Consolidated
------------ ------------
<S> <C> <C>
Balance at beginning of period 3,100 637,981
Capital stock expenses, net 0 1,676
------------ ------------
Balance at end of period 3,100 639,657
============ ============
Note: Individual columns may not add to
Consolidated due to rounding.
The accompanying notes are an integral
part of these financial statements.
(a) Not included are the following
inactive subsidiaries: Electric
Power,Incorporated, The City and
Suburban Electric and Gas Company,
The Connecticut Transmission
Corporation, The Connecticut Steam
Company and The Nutmeg Power Company.
(b) Not covered by auditors' report.
</TABLE>
<PAGE>F-17A
THE CONNECTICUT LIGHT AND POWER COMPANY AND SUBSIDIARIES (a)
Consolidating Statement of Cash Flows (b)
Year Ended December 31, 1996
(Thousands of Dollars)
<TABLE>
<CAPTION>
The
Connecticut Research
Light and CL&P Park,
Power Company Capital, LP Incorporated
-------------- ------------- -------------
<S> <C> <C> <C>
Operating Activities:
Net (loss)/income $ (80,237) $ 9,588 $ 0
Adjustments to reconcile to net cash
from operating activities:
Depreciation 247,109 0 0
Deferred income taxes and investment tax credits, net (60,773) 0 0
Deferred nuclear plants return, net of amortization 7,746 0 0
Deferred demand-side-management costs, net of amort. 26,941 0 0
Recoverable energy costs, net of amortization (35,567) 0 0
Deferred cogeneration costs, net of amortization 25,957 0 0
Nuclear compliance, net 50,500 0 0
Deferred nuclear refueling outage, net of amortization 45,643 0 0
Other sources of cash 75,552 0 0
Other uses of cash (23,862) 0 0
Changes in working capital:
Receivables and accrued utility revenues (22,666) 0 0
Fuel, materials, and supplies (11,455) 0 0
Accounts payable 84,165 74 0
Accrued taxes (23,561) 0 0
Other working capital (excludes cash) (5,385) 0 0
-------------- ------------- -------------
Net cash flows from operating activities 300,107 9,662 0
-------------- ------------- -------------
Financing Activities:
Issuance of long-term debt 222,000 0 0
Issuance of Monthly Income Preferred Securities (MIPS) 0 0 0
Loan receivable from associated company 0 0 0
Other paid in capital 0 0 0
Net decrease in short-term debt (51,750) 0 0
Reacquisitions and retirements of long-term debt (14,329) 0 0
Reacquisitions and retirements of preferred stock 0 0 0
MIPS partnership distribution 0 (9,300) 0
Cash distribution to CL&P 0 (288) 0
Cash dividends on preferred stock (15,221) 0 0
Cash dividends on common stock (138,608) 0 0
-------------- ------------- -------------
Net cash flows used for financing activities 2,092 (9,588) 0
-------------- ------------- -------------
Investment Activities:
Investment in plant:
Electric utility plant (140,086) 0 0
Nuclear fuel 553 0 0
-------------- ------------- -------------
Net cash flows used for investments in plant (139,533) 0 0
Investment in NU system money pool (109,050) 0 0
Investment in nuclear decommissioning trusts (50,998) 0 0
Other investment activities, net (2,625) 0 0
-------------- ------------- -------------
Net cash flows used for investments (302,206) 0 0
-------------- ------------- -------------
Net (decrease) increase in cash for the period (7) 74 0
Cash and cash equivalents - beginning of period 66 214 56
-------------- ------------- -------------
Cash and cash equivalents - end of period $ 59 $ 288 $ 56
============== ============= =============
Supplemental Cash Flow Information
Cash paid during the year for:
Interest, net of amounts capitalized $ 124,046 $ 0 $ 0
============== ============= =============
Income taxes $ 77,790 $ 0 $ 0
============== ============= =============
Increase in obligations:
Niantic Bay Fuel Trust and other capital leases $ 2,855 $ 0 $ 0
============== ============= =============
Note: Individual columns may not add to consolidated due to rounding.
The accompanying notes are an integral part of these financial statements.
(a) Not included are the following inactive subsidiaries: Electric Power, Incorporated,
The City and Suburban Electric and Gas Company, The Connecticut Transmission
Corporation, The Connecticut Steam Company and The Nutmeg Power Company.
(b) Not covered by auditors' report.
F-18
</TABLE>
THE CONNECTICUT LIGHT AND POWER COMPANY AND SUBSIDIARIES (a)
Consolidating Statement of Cash Flows (b)
Year Ended December 31, 1996
(Thousands of Dollars)
<TABLE>
<CAPTION>
Eliminations Consolidated
------------- --------------
<S> <C> <C>
Operating Activities:
Net (loss)/income $ 9,588 $ (80,237)
Adjustments to reconcile to net cash
from operating activities:
Depreciation 0 247,109
Deferred income taxes and investment tax credits, net 0 (60,773)
Deferred nuclear plants return, net of amortization 0 7,746
Deferred demand-side-management costs, net of amort. 0 26,941
Recoverable energy costs, net of amortization 0 (35,567)
Deferred cogeneration costs, net of amortization 0 25,957
Nuclear compliance, net 0 50,500
Deferred nuclear refueling outage, net of amortization 0 45,643
Other sources of cash 0 75,552
Other uses of cash 0 (23,862)
Changes in working capital:
Receivables and accrued utility revenues (288) (22,378)
Fuel, materials, and supplies 0 (11,455)
Accounts payable 288 83,951
Accrued taxes 0 (23,561)
Other working capital (excludes cash) 0 (5,385)
------------- --------------
Net cash flows from operating activities 9,588 300,181
------------- --------------
Financing Activities:
Issuance of long-term debt 0 222,000
Issuance of Monthly Income Preferred Securities (MIPS) 0 0
Loan receivable from associated company 0 0
Other paid in capital 0 0
Net decrease in short-term debt 0 (51,750)
Reacquisitions and retirements of long-term debt 0 (14,329)
Reacquisitions and retirements of preferred stock 0 0
MIPS partnership distribution (9,300) 0
Cash distribution to CL&P (288) 0
Cash dividends on preferred stock 0 (15,221)
Cash dividends on common stock 0 (138,608)
------------- --------------
Net cash flows used for financing activities (9,588) 2,092
------------- --------------
Investment Activities:
Investment in plant:
Electric utility plant 0 (140,086)
Nuclear fuel 0 553
------------- --------------
Net cash flows used for investments in plant 0 (139,533)
Investment in NU system money pool 0 (109,050)
Investment in nuclear decommissioning trusts 0 (50,998)
Other investment activities, net 0 (2,625)
------------- --------------
Net cash flows used for investments 0 (302,206)
------------- --------------
Net (decrease) increase in cash for the period 0 67
Cash and cash equivalents - beginning of period 0 337
------------- --------------
Cash and cash equivalents - end of period $ 0 $ 404
============= ==============
Supplemental Cash Flow Information
Cash paid during the year for:
Interest, net of amounts capitalized $ 9,588 $ 114,458
============= ==============
Income taxes $ 0 $ 77,790
============= ==============
Increase in obligations:
Niantic Bay Fuel Trust and other capital leases $ 0 $ 2,855
============= ==============
Note: Individual columns may not add to consolidated due to rou
The accompanying notes are an integral part of these financial s
(a) Not included are the following inactive subsidiaries: Elect
The City and Suburban Electric and Gas Company, The Conn
Corporation, The Connecticut Steam Company and The Nutme
(b) Not covered by auditors' report.
</TABLE>
PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE
AND SUBSIDIARIES (a)
Consolidating Balance Sheet (b)
Assets
December 31, 1996
(Thousands of Dollars)
<TABLE>
<CAPTION>
Public Service
Company of Properties,
New Hampshire Inc. Eliminations Consolidated
-------------- ----------- ------------ ------------
<S> <C> <C> <C> <C>
Utility Plant, at cost:
Electric 1,877,955 201 0 1,878,155
Other 0 8,694 0 8,694
-------------- ----------- ------------ ------------
1,877,955 8,895 0 1,886,849
Less: Accumulated provision for
depreciation 552,780 2,376 0 555,155
-------------- ----------- ------------ ------------
1,325,175 6,519 0 1,331,694
Unamortized acquisition costs 491,709 0 0 491,709
Construction work in progress 11,032 0 0 11,032
Nuclear fuel, net 1,313 0 0 1,313
-------------- ----------- ------------ ------------
Total net utility plant 1,829,229 6,519 0 1,835,748
-------------- ----------- ------------ ------------
Other Property and Investments:
Nuclear decommissioning trusts,
at market 3,229 0 0 3,229
Investments in regional nuclear
generating companies, at equity 12,967 0 0 12,967
Investments in subsidiary companies,
at equity 6,611 0 6,611 0
Other, at cost 1,835 250 0 2,085
-------------- ----------- ------------ ------------
24,642 250 6,611 18,281
-------------- ----------- ------------ ------------
Current Assets:
Cash 1,015 123 0 1,138
Notes receivable from affiliated
companies 18,250 0 0 18,250
Receivables, net 105,381 0 0 105,381
Accounts receivable from affiliated
companies 32,452 150 290 32,312
Taxes receivable from affiliated
companies 613 0 0 613
Accrued utility revenues 36,317 0 0 36,317
Fuel, materials, and supplies,
at average cost 44,852 0 0 44,852
Prepayments and other 24,016 28 0 24,044
-------------- ----------- ------------ ------------
262,896 301 290 262,907
-------------- ----------- ------------ ------------
Deferred Charges:
Regulatory assets 684,504 0 0 684,504
Unamortized debt expense 12,731 0 0 12,731
Deferred receivable from affiliated
company 33,284 0 0 33,284
Other 3,926 0 0 3,926
-------------- ----------- ------------ ------------
734,445 0 0 734,445
-------------- ----------- ------------ ------------
Total Assets 2,851,212 7,070 6,901 2,851,381
============== =========== ============ ============
Note: Individual columns may not add to Consolidated due to rounding.
The accompanying notes are an integral part of these financial statements.
(a) Not included is New Hampshire Electric Company which is an inactive subsidiary.
(b) Not covered by auditors' report.
</TABLE>
<PAGE>F-20
PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE
AND SUBSIDIARIES (a)
Consolidating Balance Sheet (b)
Capitalization and Liabilities
December 31, 1996
(Thousands of Dollars)
<TABLE>
<CAPTION>
Public Service
Company of Properties,
New Hampshire Inc. Eliminations Consolidated
-------------- ----------- ------------ ------------
<S> <C> <C> <C> <C>
Capitalization:
Common stockholder's equity:
Common stock 1 1 1 1
Capital surplus, paid in 423,058 0 0 423,058
Retained earnings 174,691 1,269 1,269 174,691
-------------- ----------- ------------ ------------
Total common stockholder's equity 597,750 1,270 1,270 597,750
Preferred stock subject to mandatory
redemption 100,000 0 0 100,000
Long-term debt 686,485 5,342 5,341 686,485
-------------- ----------- ------------ ------------
Total capitalization 1,384,235 6,612 6,611 1,384,235
-------------- ----------- ------------ ------------
Obligations Under Seabrook Power
Contracts and Other Capital Leases 871,707 0 0 871,707
-------------- ----------- ------------ ------------
Current Liabilities:
Long-term debt and preferred stock--
current portion 25,000 0 0 25,000
Obligations under Seabrook Power
Contracts and other capital
leases--current portion 42,910 0 0 42,910
Accounts payable 37,675 1 0 37,676
Accounts payable to affiliated
companies 31,130 140 290 30,981
Accrued taxes 81 50 0 131
Accrued interest 7,992 0 0 7,992
Accrued pension benefits 44,790 0 0 44,790
Other 37,516 69 0 37,585
-------------- ----------- ------------ ------------
227,094 260 290 227,065
-------------- ----------- ------------ ------------
Deferred Credits:
Accumulated deferred income taxes 258,317 198 0 258,515
Accumulated deferred investment
tax credits 4,511 0 0 4,511
Deferred contractual obligation 50,271 0 0 50,271
Deferred revenue from affiliated
company 33,284 0 0 33,284
Other 21,793 0 0 21,793
-------------- ----------- ------------ ------------
368,176 198 0 368,374
-------------- ----------- ------------ ------------
Total Capitalization and Liabilities 2,851,212 7,070 6,901 2,851,381
============== =========== ============ ============
Note: Individual columns may not add to Consolidated due to rounding.
The accompanying notes are an integral part of these financial statements.
(a) Not included is New Hampshire Electric Company which is an inactive subsidiary.
(b) Not covered by auditors' report.
</TABLE>
<PAGE>F-21
PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE
AND SUBSIDIARIES (a)
Consolidating Statement of Income (b)
Year Ended December 31, 1996
(Thousands of Dollars)
<TABLE>
<CAPTION>
Public Service
Company of Properties,
New Hampshire Inc. Eliminations Consolidated
--------------- ----------- ------------ ------------
<S> <C> <C> <C> <C>
Operating Revenues 1,110,169 1,260 1,260 1,110,169
--------------- ----------- ------------ ------------
Operating Expenses:
Operation--
Fuel, purchased and net interchange
power 356,629 0 0 356,629
Other 327,287 4 1,260 326,031
Maintenance 45,728 0 0 45,728
Depreciation 42,983 0 0 42,983
Amortization of regulatory assets, net 56,884 0 0 56,884
Federal and state income taxes 80,340 33 0 80,373
Taxes other than income taxes 45,123 104 0 45,227
--------------- ----------- ------------ ------------
Total operating expenses 954,974 141 1,260 953,855
--------------- ----------- ------------ ------------
Operating Income 155,195 1,119 0 156,314
--------------- ----------- ------------ ------------
Other Income:
Equity in earnings of regional nuclear
generating companies 1,430 0 0 1,430
Other, net 8,720 (147) 972 7,601
Income taxes--credit (7,723) 0 0 (7,723)
--------------- ----------- ------------ ------------
Other income, net 2,427 (147) 972 1,308
--------------- ----------- ------------ ------------
Income before interest charges 157,622 972 972 157,622
--------------- ----------- ------------ ------------
Interest Charges:
Interest on long-term debt 57,557 0 0 57,557
Other interest 3,163 327 327 3,163
--------------- ----------- ------------ ------------
Interest charges, net 60,720 327 327 60,720
--------------- ----------- ------------ ------------
Net Income 96,902 645 645 96,902
=============== =========== ============ ============
Note: Individual columns may not add to Consolidated due to rounding.
The accompanying notes are an integral part of these financial statements.
(a) Not included is New Hampshire Electric Company which is an inactive subsidiary.
(b) Not covered by auditors' report.
</TABLE>
<PAGE>F-22
PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE
AND SUBSIDIARIES (a)
Consolidating Statement of Retained Earnings (b)
Year Ended December 31, 1996
(Thousands of Dollars)
<TABLE>
<CAPTION>
Public Service
Company of Properties,
New Hampshire Inc. Eliminations Consolidated
-------------- ----------- ------------ ------------
<S> <C> <C> <C> <C>
Balance at beginning of period 143,039 624 624 143,039
Addition: Net income 96,902 645 645 96,902
-------------- ----------- ------------ ------------
239,941 1,269 1,269 239,941
Deductions:
Dividends declared:
Preferred Stock 13,250 0 0 13,250
Common stock $52,000.00 per share 52,000 0 0 52,000
-------------- ----------- ------------ ------------
Total deductions 65,250 0 0 65,250
-------------- ----------- ------------ ------------
Balance at end of period 174,691 1,269 1,269 174,691
============== =========== ============ ============
</TABLE>
PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE
AND SUBSIDIARIES (a)
Consolidating Statement of Capital Surplus, Paid In (b)
Year Ended December 31, 1996
(Thousands of Dollars)
<TABLE>
<CAPTION>
Public Service
Company of Properties,
New Hampshire Inc. Eliminations Consolidated
-------------- ----------- ------------ ------------
<S> <C> <C> <C> <C>
Balance at beginning of period 422,385 0 0 422,385
Capital stock expenses, net 673 0 0 673
-------------- ----------- ------------ ------------
Balance at end of period 423,058 0 0 423,058
============== =========== ============ ============
Note: Individual columns may not add to Consolidated due to rounding.
The accompanying notes are an integral part of these financial statements.
(a) Not included is New Hampshire Electric Company which is an inactive subsidiary.
(b) Not covered by auditors' report.
</TABLE>
<PAGE>F-23
PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE AND SUBSIDIARIES (a)
Consolidating Statement of Cash Flows (b)
Year Ended December 31, 1996
(Thousands of Dollars)
<TABLE>
<CAPTION>
Public Service
Company of Properties,
New Hampshire Inc.
--------------- -------------
<S> <C> <C>
Operating Activities:
Net income $ 96,902 $ 645
Adjustments to reconcile to net cash
from operating activities:
Depreciation 42,983 0
Deferred income taxes and investment tax credits, net 94,646 35
Recoverable energy costs, net of amortization 31,663 0
Amortization of acquisition costs 56,884 0
Other sources of cash 65,922 56
Other uses of cash (51,188) 0
Changes in working capital:
Receivables and accrued utility revenues (36,907) 2
Fuel, materials, and supplies (3,135) 0
Accounts payable (7,714) 36
Accrued taxes (717) (166)
Other working capital (excludes cash) (12,659) 68
--------------- -------------
Net cash flows from operating activities 276,680 676
--------------- -------------
Financing Activities:
Reacquisitions and retirements of long-term debt (172,500) (781)
Cash dividends on preferred stock (13,250) 0
Cash dividends on common stock (52,000) 0
--------------- -------------
Net cash flows used for financing activities (237,750) (781)
--------------- -------------
Investment Activities:
Investment in plant:
Electric utility plant (37,480) 0
Nuclear fuel 129 0
--------------- -------------
Net cash flows used for investments in plant (37,351) 0
Investment in NU system money pool 850 0
Investment in nuclear decommissioning trusts (521) 0
Other investment activities, net (1,010) 0
--------------- -------------
Net cash flows (used for) from investments (38,032) 0
--------------- -------------
Net increase in cash for the period 898 (105)
Cash - beginning of period 117 228
--------------- -------------
Cash - end of period $ 1,015 $ 123
=============== =============
Supplemental Cash Flow Information
Cash (received) paid during the year for:
Interest, net of amounts capitalized $ 58,835 $ 327
=============== =============
Income taxes $ (457) $ 120
=============== =============
Increase in obligations:
Seabrook Power Contracts and other capital leases $ 93 $ 0
=============== =============
Note: Individual columns may not add to consolidated due to rounding.
The accompanying notes are an integral part of these financial statements.
(a) Not included is New Hampshire Electric Company which is an inactive subsidiary.
(b) Not covered by auditors' report.
</TABLE>
F-24
PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE AND SUBSIDIARIES (a)
Consolidating Statement of Cash Flows (b)
Year Ended December 31, 1996
(Thousands of Dollars)
<TABLE>
<CAPTION>
Eliminations Consolidated
------------- -------------
<S> <C> <C>
Operating Activities:
Net income $ 645 $ 96,902
Adjustments to reconcile to net cash
from operating activities:
Depreciation 0 42,983
Deferred income taxes and investment tax credits, net 0 94,681
Recoverable energy costs, net of amortization 0 31,663
Amortization of acquisition costs 0 56,884
Other sources of cash 1 65,977
Other uses of cash 0 (51,188)
Changes in working capital:
Receivables and accrued utility revenues (36) (36,869)
Fuel, materials, and supplies 0 (3,135)
Accounts payable 36 (7,714)
Accrued taxes 0 (883)
Other working capital (excludes cash) (1) (12,590)
------------- -------------
Net cash flows from operating activities 645 276,711
------------- -------------
Financing Activities:
Reacquisitions and retirements of long-term debt (781) (172,500)
Cash dividends on preferred stock 0 (13,250)
Cash dividends on common stock 0 (52,000)
------------- -------------
Net cash flows used for financing activities (781) (237,750)
------------- -------------
Investment Activities:
Investment in plant:
Electric utility plant 0 (37,480)
Nuclear fuel 0 129
------------- -------------
Net cash flows used for investments in plant 0 (37,351)
Investment in NU system money pool 0 850
Investment in nuclear decommissioning trusts 0 (521)
Other investment activities, net 136 (1,146)
------------- -------------
Net cash flows (used for) from investments 136 (38,168)
------------- -------------
Net increase in cash for the period 0 793
Cash - beginning of period 0 345
------------- -------------
Cash - end of period $ 0 $ 1,138
============= =============
Supplemental Cash Flow Information
Cash (received) paid during the year for:
Interest, net of amounts capitalized $ 327 $ 58,835
============= =============
Income taxes $ 0 $ (337)
============= =============
Increase in obligations:
Seabrook Power Contracts and other capital leases $ 0 $ 93
============= =============
Note: Individual columns may not add to consolidated due to rounding
The accompanying notes are an integral part of these financial statements
(a) Not included is New Hampshire Electric Company which is an inactive subsidiary.
(b) Not covered by auditors' report.
</TABLE>
F-24
HOLYOKE WATER POWER COMPANY
AND SUBSIDIARY
Consolidating Balance Sheet (a)
Assets
December 31, 1996
(Thousands of Dollars)
<TABLE>
<CAPTION>
Holyoke Holyoke
Water Power and
Power Electric
Company Company Eliminations Consolidated
-------- --------- ------------ ------------
<S> <C> <C> <C> <C>
Utility Plant, at original cost:
Electric 94,466 1,436 0 95,902
Less: Accumulated provision for
depreciation 40,265 959 0 41,225
-------- --------- ------------ ------------
54,201 477 0 54,677
Construction work in progress 1,952 3 0 1,956
-------- --------- ------------ ------------
Total net utility plant 56,153 480 0 56,633
-------- --------- ------------ ------------
Other Property and Investments:
Investments in subsidiary company, at
equity 172 0 172 0
Other, at cost 3,479 0 0 3,479
-------- --------- ------------ ------------
3,651 0 172 3,479
-------- --------- ------------ ------------
Current Assets:
Cash 1 20 0 21
Notes receivables from affiliated companies 8,500 0 0 8,500
Receivables, net 3,333 3 0 3,336
Accounts receivable from affiliated companies 2,501 2,573 4,715 359
Taxes receivable 662 0 662 0
Fuel, materials, and supplies, at average cost 6,648 0 0 6,648
Prepayments and other 190 0 0 190
-------- --------- ------------ ------------
21,835 2,596 5,377 19,054
-------- --------- ------------ ------------
Deferred Charges:
Regulatory assets 2,441 48 0 2,489
Unamortized debt expense 946 0 0 946
Other 349 0 0 349
-------- --------- ------------ ------------
3,736 48 0 3,784
-------- --------- ------------ ------------
Total Assets 85,375 3,124 5,549 82,950
======== ========= ============ ============
Note: Individual columns may not add to Consolidated due to rounding.
The accompanying notes are an integral part of these financial statements.
(a) Not covered by auditors' report.
</TABLE>
<PAGE>F-26
HOLYOKE WATER POWER COMPANY
AND SUBSIDIARY
Consolidating Balance Sheet (a)
Capitalization and Liabilities
December 31, 1996
(Thousands of Dollars)
<TABLE>
<CAPTION>
Holyoke Holyoke
Water Power and
Power Electric
Company Company Eliminations Consolidated
-------- --------- ------------ ------------
<S> <C> <C> <C> <C>
Capitalization:
Common stockholder's equity:
Common stock 2,400 485 485 2,400
Capital surplus, paid in 6,000 0 0 6,000
Retained earnings 11,492 (779) (779) 11,492
-------- --------- ------------ ------------
Total common stockholder's equity 19,892 (294) (294) 19,892
Long-term debt 38,300 424 424 38,300
-------- --------- ------------ ------------
Total capitalization 58,192 130 130 58,192
-------- --------- ------------ ------------
Current Liabilities:
Accounts payable 3,012 0 0 3,012
Accounts payable to affiliated companies 3,766 2,137 4,715 1,188
Accrued taxes 356 654 662 348
Accrued interest 173 0 0 173
Accrued pension benefits 1,439 0 0 1,439
Other 668 22 0 690
-------- --------- ------------ ------------
9,414 2,813 5,377 6,850
-------- --------- ------------ ------------
Deferred Credits:
Accumulated deferred income taxes 13,235 117 0 13,353
Accumulated deferred investment tax credits 2,756 22 0 2,777
Other 1,778 42 42 1,778
-------- --------- ------------ ------------
17,769 181 42 17,908
-------- --------- ------------ ------------
Total Capitalization and Liabilities 85,375 3,124 5,549 82,950
======== ========= ============ ============
Note: Individual columns may not add to Consolidated due to rounding.
The accompanying notes are an integral part of these financial statements.
(a) Not covered by auditors' report.
</TABLE>
<PAGE>F-27
HOLYOKE WATER POWER COMPANY
AND SUBSIDIARY
Consolidating Statement of Income (a)
Year Ended December 31, 1996
(Thousands of Dollars)
<TABLE>
<CAPTION>
Holyoke Holyoke
Water Power and
Power Electric
Company Company Eliminations Consolidated
------- --------- ------------ ------------
<S> <C> <C> <C> <C>
Operating Revenues 63,968 27,337 54,458 36,847
------- --------- ------------ ------------
Operating Expenses:
Operation--
Fuel, purchased and net
interchange power 36,594 17,612 35,189 19,018
Other 19,962 9,750 19,269 10,443
Maintenance 3,442 0 0 3,442
Depreciation 1,976 41 0 2,016
Federal and state income taxes (302) (25) 0 (327)
Taxes other than income taxes 2,200 36 0 2,236
------- --------- ------------ ------------
Total operating expenses 63,872 27,414 54,458 36,828
------- --------- ------------ ------------
Operating Income (Loss) 96 (77) 0 19
------- --------- ------------ ------------
Other Income:
Other, net 881 (1) (71) 951
Income taxes--credit (311) 7 0 (304)
------- --------- ------------ ------------
Other income, net 570 6 (71) 647
------- --------- ------------ ------------
Income before interest charges 666 (71) (71) 666
------- --------- ------------ ------------
Interest Charges:
Interest on long-term debt 1,473 0 0 1,473
Other interest (35) 21 21 (35)
------- --------- ------------ ------------
Interest charges, net 1,438 21 21 1,438
------- --------- ------------ ------------
Net Income (772) (92) (92) (772)
======= ========= ============ ============
Note: Individual columns may not add to Consolidated due to rounding.
The accompanying notes are an integral part of these financial statements.
(a) Not covered by auditors' report.
</TABLE>
<PAGE>F-28
HOLYOKE WATER POWER COMPANY AND SUBSIDIARY
Consolidating Statement of Retained Earnings(a)
Year Ended December 31, 1996
(Thousands of Dollars)
<TABLE>
<CAPTION>
Holyoke Holyoke
Water Power and
Power Electric
Company Company Eliminations Consolidated
------- --------- ------------ ------------
<S> <C> <C> <C> <C>
Balance at beginning of period 12,264 (687) (687) 12,264
Addition: Net income (772) (92) (92) (772)
------- --------- ------------ ------------
Balance at end of period 11,492 (779) (779) 11,492
======= ========= ============ ============
</TABLE>
HOLYOKE WATER POWER COMPANY AND SUBSIDIARY
Consolidating Statement of Capital Surplus, Paid In (a)
Year Ended December 31, 1996
(Thousands of Dollars)
<TABLE>
<CAPTION>
Holyoke Holyoke
Water Power and
Power Electric
Company Company Eliminations Consolidated
------- --------- ------------ ------------
<S> <C> <C> <C> <C>
Balance at beginning of period 6,000 0 0 6,000
0 0 0 0
------- --------- ------------ ------------
Balance at end of period 6,000 0 0 6,000
======= ========= ============ ============
Note: Individual companies may not add to Consolidated due to rounding.
The accompanying notes are an integral part of these financial statements.
(a) Not covered by auditors' report.
</TABLE>
<PAGE>F-29
HOLYOKE WATER POWER COMPANY AND SUBSIDIARY
Consolidating Statement of Cash Flows (a)
Year Ended December 31, 1996
(Thousands of Dollars)
<TABLE>
<CAPTION>
Holyoke
Holyoke Power and
Water Power Electric
Company Company
------------ ------------
<S> <C> <C>
Operating Activities:
Net loss $ (772) $ (92)
Adjustments to reconcile to net cash
from operating activities:
Depreciation 1,976 41
Deferred income taxes, net 1,203 8
Other sources of cash 129 28
Other uses of cash (1,305) 0
Changes in working capital:
Receivables, net (562) (175)
Fuel, materials, and supplies (235) 0
Accounts payable 2,307 180
Accrued taxes (625) (36)
Other working capital (excludes cash) 435 10
------------ ------------
Net cash flows from (used for) operating activities 2,551 (36)
------------ ------------
Investment Activities:
Investment in plant:
Electric utility plant (1,000) 1
Investment in NU system money pool (1,500) 0
Other investment activities, net (51) 0
------------ ------------
Net cash flows (used for) from investments (2,551) 1
------------ ------------
Net decrease in cash for the period 0 (35)
Cash - beginning of period 1 55
------------ ------------
Cash - end of period $ 1 $ 20
============ ============
Supplemental Cash Flow Information
Cash (received) paid during the year for:
Interest, net of amounts capitalized $ 1,577 $ 21
============ ============
Income taxes (refund) $ (50) $ (8)
============ ============
Note: Individual columns may not add to consolidated due to rounding.
The accompanying notes are an integral part of these financial statements.
(a) Not covered by auditors' report.
F-30
</TABLE>
HOLYOKE WATER POWER COMPANY AND SUBSIDIARY
Consolidating Statement of Cash Flows (a)
Year Ended December 31, 1996
(Thousands of Dollars)
<TABLE>
<CAPTION>
Eliminations Consolidated
------------- -------------
<S> <C> <C>
Operating Activities:
Net loss $ (92) $ (772)
Adjustments to reconcile to net cash
from operating activities:
Depreciation 1 2,016
Deferred income taxes, net 0 1,211
Other sources of cash 25 132
Other uses of cash (4) (1,301)
Changes in working capital:
Receivables, net (1,020) 283
Fuel, materials, and supplies 0 (235)
Accounts payable 359 2,128
Accrued taxes 661 (1,322)
Other working capital (excludes cash) (1) 446
------------- -------------
Net cash flows from (used for) operating activities (71) 2,586
------------- -------------
Investment Activities:
Investment in plant:
Electric utility plant 0 (999)
Investment in NU system money pool 0 (1,500)
Other investment activities, net 71 (122)
------------- -------------
Net cash flows (used for) from investments 71 (2,621)
------------- -------------
Net decrease in cash for the period 0 (35)
Cash - beginning of period 0 56
------------- -------------
Cash - end of period $ 0 $ 21
============= =============
Supplemental Cash Flow Information
Cash (received) paid during the year for:
Interest, net of amounts capitalized $ 21 $ 1,577
============= =============
Income taxes (refund) $ 0 $ (58)
============= =============
Note: Individual columns may not add to consolidated due to rounding.
The accompanying notes are an integral part of these financial statements.
(a) Not covered by auditors' report.
</TABLE>
CHARTER OAK ENERGY INCORPORATED
AND SUBSIDIARIES
Consolidating Balance Sheet (a)
Assets
December 31, 1996
(Thousands of Dollars)
<TABLE>
<CAPTION>
COE
Charter Oak Charter Oak Development
Energy, Inc. (Paris) Inc. Corporation
------------ ------------ -----------
<S> <C> <C> <C>
Utility Plant, at original cost:
Electric 40 0 11
Less: Accumulated provision for
depreciation 40 0 9
------------ ------------ -----------
0 0 2
Construction work in progress 1 0 5
------------ ------------ -----------
Total net utility plant 1 0 7
------------ ------------ -----------
Other Property and Investments:
Investments in subsidiary companies,
at equity 70,116 0 0
Other, at cost 0 2,236 0
------------ ------------ -----------
70,116 2,236 0
------------ ------------ -----------
Current Assets:
Cash 76 528 910
Receivables, net 0 0 0
Receivables from affiliated companies 680 0 1,177
Taxes receivable 0 0 1,449
------------ ------------ -----------
756 528 3,536
------------ ------------ -----------
Deferred Charges:
Accumulated deferred income taxes 107 23 0
Other 575 0 5,233
------------ ------------ -----------
682 23 5,233
------------ ------------ -----------
Total Assets 71,555 2,787 8,776
============ ============ ===========
Note: Individual columns may not add to
Consolidated due to rounding.
The accompanying notes are an integral
part of these financial statements.
(a) Not covered by auditors' report.
</TABLE>
<PAGE>F-32
CHARTER OAK ENERGY INCORPORATED
AND SUBSIDIARIES
Consolidating Balance Sheet (a)
Assets
December 31, 1996
(Thousands of Dollars)
<TABLE>
<CAPTION>
COE COE
COE (UK) (Gencoe) Argentina I
Corp. Corp. Corp.
-------- -------- ------------
<S> <C> <C> <C>
Utility Plant, at original cost:
Electric 0 0 0
Less: Accumulated provision for
depreciation 0 0 0
-------- -------- ------------
0 0 0
Construction work in progress 0 0 0
-------- -------- ------------
Total net utility plant 0 0 0
-------- -------- ------------
Other Property and Investments:
Investments in subsidiary companies,
at equity 0 854 0
Other, at cost 4,397 0 0
-------- -------- ------------
4,397 854 0
-------- -------- ------------
Current Assets:
Cash 305 0 10
Receivables, net 84 0 0
Receivables from affiliated companies 0 0 0
Taxes receivable 0 0 0
-------- -------- ------------
389 0 10
-------- -------- ------------
Deferred Charges:
Accumulated deferred income taxes 0 0 0
Other 638 0 0
-------- -------- ------------
638 0 0
-------- -------- ------------
Total Assets 5,424 854 10
======== ======== ============
Note: Individual columns may not add to
Consolidated due to rounding.
The accompanying notes are an integral
part of these financial statements.
(a) Not covered by auditors' report.
</TABLE>
<PAGE>F-32A
CHARTER OAK ENERGY INCORPORATED
AND SUBSIDIARIES
Consolidating Balance Sheet (a)
Assets
December 31, 1996
(Thousands of Dollars)
<TABLE>
<CAPTION>
COE
Argentina II COE Tejona COE Ave Fenix
Corp. Corporation Corporation
------------ ----------- -------------
<S> <C> <C> <C>
Utility Plant, at original cost:
Electric 0 0 0
Less: Accumulated provision for
depreciation 0 0 0
------------ ----------- -------------
0 0 0
Construction work in progress 2 0 0
------------ ----------- -------------
Total net utility plant 2 0 0
------------ ----------- -------------
Other Property and Investments:
Investments in subsidiary companies,
at equity 0 0 0
Other, at cost 18,204 13,985 18,366
------------ ----------- -------------
18,204 13,985 18,366
------------ ----------- -------------
Current Assets:
Cash 987 8 19
Receivables, net 0 0 0
Receivables from affiliated companies 0 0 0
Taxes receivable 73 1 0
------------ ----------- -------------
1,060 9 19
------------ ----------- -------------
Deferred Charges:
Accumulated deferred income taxes 0 0 0
Other 369 3,120 0
------------ ----------- -------------
369 3,120 0
------------ ----------- -------------
Total Assets 19,635 17,114 18,385
============ =========== =============
Note: Individual columns may not add to
Consolidated due to rounding.
The accompanying notes are an integral
part of these financial statements.
(a) Not covered by auditors' report.
</TABLE>
<PAGE>F-32B
CHARTER OAK ENERGY INCORPORATED
AND SUBSIDIARIES
Consolidating Balance Sheet (a)
Assets
December 31, 1996
(Thousands of Dollars)
<TABLE>
<CAPTION>
Eliminations Consolidated
------------ ------------
<S> <C> <C>
Utility Plant, at original cost:
Electric 0 52
Less: Accumulated provision for
depreciation 0 49
------------ ------------
0 3
Construction work in progress 0 8
------------ ------------
Total net utility plant 0 11
------------ ------------
Other Property and Investments:
Investments in subsidiary companies,
at equity 70,970 0
Other, at cost 0 57,188
------------ ------------
70,970 57,188
------------ ------------
Current Assets:
Cash 0 2,843
Receivables, net 0 84
Receivables from affiliated companies 1,857 0
Taxes receivable 0 1,522
------------ ------------
1,857 4,449
------------ ------------
Deferred Charges:
Accumulated deferred income taxes 0 130
Other 0 9,935
------------ ------------
0 10,065
------------ ------------
Total Assets 72,827 71,713
============ ============
Note: Individual columns may not add to
Consolidated due to rounding.
The accompanying notes are an integral
part of these financial statements.
(a) Not covered by auditors' report.
</TABLE>
<PAGE>F-32C
(This page intentionally left blank)
<PAGE>F-33
CHARTER OAK ENERGY INCORPORATED
AND SUBSIDIARIES
Consolidating Balance Sheet (a)
Capitalization and Liabilities
December 31, 1996
(Thousands of Dollars)
<TABLE>
<CAPTION>
COE
Charter Oak Charter Oak Development
Energy, Inc. (Paris) Inc. Corporation
------------ ------------ -----------
<S> <C> <C> <C>
Capitalization:
Common stockholder's equity:
Common stock 0 0 0
Capital surplus, paid in 87,651 1,899 21,480
Retained earnings (18,126) 613 (13,295)
------------ ------------ -----------
Total common stockholder's equity 69,525 2,512 8,185
Long-term debt 0 0 0
------------ ------------ -----------
Total capitalization 69,525 2,512 8,185
------------ ------------ -----------
Minority Interest in Common Equity
of Subsidiaries 0 0 0
------------ ------------ -----------
Current Liabilities:
Accounts payable 300 0 159
Accounts payable to affiliated
companies 1,242 0 162
Accrued taxes 465 275 0
Other 23 0 270
------------ ------------ -----------
2,030 275 591
------------ ------------ -----------
Total Capitalization and Liabilities 71,555 2,787 8,776
============ ============ ===========
Note: Individual columns may not add to
Consolidated due to rounding.
The accompanying notes are an integral
part of these financial statements.
(a) Not covered by auditors' report.
</TABLE>
<PAGE>F-34
CHARTER OAK ENERGY INCORPORATED
AND SUBSIDIARIES
Consolidating Balance Sheet (a)
Capitalization and Liabilities
December 31, 1996
(Thousands of Dollars)
<TABLE>
<CAPTION>
COE COE
COE (UK) (Gencoe) Argentina I
Corp. Corp. Corp.
-------- -------- ------------
<S> <C> <C> <C>
Capitalization:
Common stockholder's equity:
Common stock 0 0 0
Capital surplus, paid in 5,262 271 10
Retained earnings (863) (326) 0
-------- -------- ------------
Total common stockholder's equity 4,399 (55) 10
Long-term debt 0 757 0
-------- -------- ------------
Total capitalization 4,399 702 10
-------- -------- ------------
Minority Interest in Common Equity
of Subsidiaries 0 0 0
-------- -------- ------------
Current Liabilities:
Accounts payable 0 0 0
Accounts payable to affiliated
companies 537 151 0
Accrued taxes 488 1 0
Other 0 0 0
-------- -------- ------------
1,025 152 0
-------- -------- ------------
Total Capitalization and Liabilities 5,424 854 10
======== ======== ============
Note: Individual columns may not add to
Consolidated due to rounding.
The accompanying notes are an integral
part of these financial statements.
(a) Not covered by auditors' report.
</TABLE>
<PAGE>F-34A
CHARTER OAK ENERGY INCORPORATED
AND SUBSIDIARIES
Consolidating Balance Sheet (a)
Capitalization and Liabilities
December 31, 1996
(Thousands of Dollars)
<TABLE>
<CAPTION>
COE
Argentina II COE Tejona COE Ave Fenix
Corp. Corporation Corporation
------------ ----------- -------------
<S> <C> <C> <C>
Capitalization:
Common stockholder's equity:
Common stock 0 0 0
Capital surplus, paid in 18,834 17,115 18,385
Retained earnings 800 (1) 0
------------ ----------- -------------
Total common stockholder's equity 19,634 17,114 18,385
Long-term debt 0 0 0
------------ ----------- -------------
Total capitalization 19,634 17,114 18,385
------------ ----------- -------------
Minority Interest in Common Equity
of Subsidiaries 0 0 0
------------ ----------- -------------
Current Liabilities:
Accounts payable 0 0 0
Accounts payable to affiliated
companies 1 0 0
Accrued taxes 0 0 0
Other 0 0 0
------------ ----------- -------------
1 0 0
------------ ----------- -------------
Total Capitalization and Liabilities 19,635 17,114 18,385
============ =========== =============
Note: Individual columns may not add to
Consolidated due to rounding.
The accompanying notes are an integral
part of these financial statements.
(a) Not covered by auditors' report.
</TABLE>
<PAGE>F-34B
CHARTER OAK ENERGY INCORPORATED
AND SUBSIDIARIES
Consolidating Balance Sheet (a)
Capitalization and Liabilities
December 31, 1996
(Thousands of Dollars)
<TABLE>
<CAPTION>
Eliminations Consolidated
------------ ------------
<S> <C> <C>
Capitalization:
Common stockholder's equity:
Common stock 0 0
Capital surplus, paid in 83,258 87,651
Retained earnings (13,073) (18,126)
------------ ------------
Total common stockholder's equity 70,185 69,525
Long-term debt 757 0
------------ ------------
Total capitalization 70,942 69,525
------------ ------------
Minority Interest in Common Equity
of Subsidiaries 28 (28)
------------ ------------
Current Liabilities:
Accounts payable 0 459
Accounts payable to affiliated
companies 1,857 235
Accrued taxes 0 1,229
Other 0 293
------------ ------------
1,857 2,216
------------ ------------
Total Capitalization and Liabilities 72,827 71,713
============ ============
Note: Individual columns may not add to
Consolidated due to rounding.
The accompanying notes are an integral
part of these financial statements.
(a) Not covered by auditors' report.
</TABLE>
<PAGE>F-34C
(This page intentionally left blank)
<PAGE>F-35
CHARTER OAK ENERGY, INC.
AND SUBSIDIARIES
Consolidating Statement of Income (a)
Year Ended December 31, 1996
(Thousands of Dollars)
<TABLE>
<CAPTION>
COE
Charter Oak Charter Oak Development
Energy, Inc. (Paris) Inc. Corporation
------------ ------------ -----------
<S> <C> <C> <C>
Operating Revenues 0 0 0
------------ ------------ -----------
Operating Expenses:
Operation 903 0 3,499
Maintenance 1 0 0
Depreciation 0 0 2
Federal and state income taxes (349) 182 (1,458)
Taxes other than income taxes 19 0 0
------------ ------------ -----------
Total operating expenses 574 182 2,043
------------ ------------ -----------
Operating Loss (574) (182) (2,043)
------------ ------------ -----------
Other Income (833) 677 0
------------ ------------ -----------
Income (loss) before
interest charges (1,407) 495 (2,043)
------------ ------------ -----------
Interest Charges 15 0 0
------------ ------------ -----------
Net Income (Loss) (1,422) 495 (2,043)
============ ============ ===========
Note: Individual columns may not add to
Consolidated due to rounding.
The accompanying notes are an integral
part of these financial statements.
(a) Not covered by auditors' report.
</TABLE>
<PAGE>F-36
CHARTER OAK ENERGY, INC.
AND SUBSIDIARIES
Consolidating Statement of Income (a)
Year Ended December 31, 1996
(Thousands of Dollars)
<TABLE>
<CAPTION>
COE
COE (UK) (Gencoe) COE Argentina I
Corp. Corp. Corp.
----------- ----------- ---------------
<S> <C> <C> <C>
Operating Revenues 0 0 0
----------- ----------- ---------------
Operating Expenses:
Operation 33 0 0
Maintenance 0 0 0
Depreciation 433 0 0
Federal and state income taxes 591 0 0
Taxes other than income taxes 1 0 0
----------- ----------- ---------------
Total operating expenses 1,058 0 0
----------- ----------- ---------------
Operating Loss (1,058) 0 0
----------- ----------- ---------------
Other Income 910 (30) 0
----------- ----------- ---------------
Income (loss) before
interest charges (148) (30) 0
----------- ----------- ---------------
Interest Charges 0 46 0
----------- ----------- ---------------
Net Income (Loss) (148) (76) 0
=========== =========== ===============
Note: Individual columns may not add to
Consolidated due to rounding.
The accompanying notes are an integral
part of these financial statements.
(a) Not covered by auditors' report.
</TABLE>
<PAGE>F-36A
CHARTER OAK ENERGY, INC.
AND SUBSIDIARIES
Consolidating Statement of Income (a)
Year Ended December 31, 1996
(Thousands of Dollars)
<TABLE>
<CAPTION>
COE Argentina II COE Tejona COE Ave Fenix
Corp. Corporation Corporation
---------------- ----------- -------------
<S> <C> <C> <C>
Operating Revenues 0 0 0
---------------- ----------- -------------
Operating Expenses:
Operation 72 2 0
Maintenance 0 0 0
Depreciation 0 0 0
Federal and state income taxes (73) (1) 0
Taxes other than income taxes 0 0 0
---------------- ----------- -------------
Total operating expenses (1) 1 0
---------------- ----------- -------------
Operating Loss 1 (1) 0
---------------- ----------- -------------
Other Income 799 0 0
---------------- ----------- -------------
Income (loss) before
interest charges 800 (1) 0
---------------- ----------- -------------
Interest Charges 0 0 0
---------------- ----------- -------------
Net Income (Loss) 800 (1) 0
================ =========== =============
Note: Individual columns may not add to
Consolidated due to rounding.
The accompanying notes are an integral
part of these financial statements.
(a) Not covered by auditors' report.
</TABLE>
<PAGE>F-36B
CHARTER OAK ENERGY, INC.
AND SUBSIDIARIES
Consolidating Statement of Income (a)
Year Ended December 31, 1996
(Thousands of Dollars)
<TABLE>
<CAPTION>
Eliminations Consolidated
------------ ------------
<S> <C> <C>
Operating Revenues 0 0
------------ ------------
Operating Expenses:
Operation 0 4,510
Maintenance 0 1
Depreciation 0 435
Federal and state income taxes 0 (1,108)
Taxes other than income taxes 0 21
------------ ------------
Total operating expenses 0 3,859
------------ ------------
Operating Loss 0 (3,859)
------------ ------------
Other Income (928) 2,452
------------ ------------
Income (loss) before
interest charges (928) (1,407)
------------ ------------
Interest Charges 47 15
------------ ------------
Net Income (Loss) (975) (1,422)
============ ============
Note: Individual columns may not add to
Consolidated due to rounding.
The accompanying notes are an integral
part of these financial statements.
(a) Not covered by auditors' report.
</TABLE>
<PAGE>F-36C
(This page intentionally left blank)
<PAGE>F-37
CHARTER OAK ENERGY, INC.
AND SUBSIDIARIES
Consolidating Statement of
Retained Earnings (a)
Year Ended December 31, 1996
(Thousands of Dollars)
<TABLE>
<CAPTION>
COE
Charter Oak Charter Oak Development
Energy, Inc. (Paris) Inc. Corporation
------------ ------------ -----------
<S> <C> <C> <C>
Balance at beginning of period (16,704) 618 (11,252)
Addition: Net income (loss) (1,422) 495 (2,043)
------------ ------------ -----------
(18,126) 1,113 (13,295)
Deductions:
Common stock dividend declared: 0 500 0
------------ ------------ -----------
Balance at end of period (18,126) 613 (13,295)
============ ============ ===========
</TABLE>
CHARTER OAK ENERGY, INC.
AND SUBSIDIARIES
Consolidating Statement of
Capital Surplus, Paid In (a)
Year Ended December 31, 1996
(Thousands of Dollars)
<TABLE>
<CAPTION>
Charter Oak Charter Oak Charter Oak
Energy, Inc. (Paris) Inc. Development
------------ ------------ -----------
<S> <C> <C> <C>
Balance at beginning of period 63,913 1,899 16,039
Capital contribution from
Northeast Utilities 23,000 0 5,441
Currency translation adjustment 738 0 0
------------ ------------ -----------
Balance at end of period 87,651 1,899 21,480
============ ============ ===========
Note: Individual columns may not add to
Consolidated due to rounding.
The accompanying notes are an integral
part of these financial statements.
(a) Not covered by auditors' report.
</TABLE>
<PAGE>F-38
CHARTER OAK ENERGY, INC.
AND SUBSIDIARIES
Consolidating Statement of
Retained Earnings (a)
Year Ended December 31, 1996
(Thousands of Dollars)
<TABLE>
<CAPTION>
COE
COE (UK) (Gencoe) COE Argentina I
Corp. Corp. Corp.
----------- ----------- ---------------
<S> <C> <C> <C>
Balance at beginning of period (715) (250) 0
Addition: Net income (loss) (148) (76) 0
----------- ----------- ---------------
(863) (326) 0
Deductions:
Common stock dividend declared: 0 0 0
----------- ----------- ---------------
Balance at end of period (863) (326) 0
=========== =========== ===============
</TABLE>
CHARTER OAK ENERGY, INC.
AND SUBSIDIARIES
Consolidating Statement of
Capital Surplus, Paid In (a)
Year Ended December 31, 1996
(Thousands of Dollars)
<TABLE>
<CAPTION>
COE
COE (UK) (Gencoe) COE Argentina I
Corp. Corp. Corp.
----------- ----------- ---------------
<S> <C> <C> <C>
Balance at beginning of period 4,524 123 10
Capital contribution from
Northeast Utilities 0 0 0
Currency translation adjustment 738 148 0
----------- ----------- ---------------
Balance at end of period 5,262 271 10
=========== =========== ===============
Note: Individual columns may not add to
Consolidated due to rounding.
The accompanying notes are an integral
part of these financial statements.
(a) Not covered by auditors' report.
</TABLE>
<PAGE>F-38A
CHARTER OAK ENERGY, INC.
AND SUBSIDIARIES
Consolidating Statement of
Retained Earnings (a)
Year Ended December 31, 1996
(Thousands of Dollars)
<TABLE>
<CAPTION>
COE Argentina II COE Tejona COE Ave Fenix
Corp. Corporation Corporation
---------------- ------------ -------------
<S> <C> <C> <C>
Balance at beginning of period 0 0 0
Addition: Net income (loss) 800 (1) 0
---------------- ------------ -------------
800 (1) 0
Deductions:
Common stock dividend declared: 0 0 0
---------------- ------------ -------------
Balance at end of period 800 (1) 0
================ ============ =============
</TABLE>
CHARTER OAK ENERGY, INC.
AND SUBSIDIARIES
Consolidating Statement of
Capital Surplus, Paid In (a)
Year Ended December 31, 1996
(Thousands of Dollars)
<TABLE>
<CAPTION>
COE Argentina II COE Tejona COE Ave Fenix
Corp. Corporation Corporation
---------------- ------------ -------------
<S> <C> <C> <C>
Balance at beginning of period 18,781 10 17,010
Capital contribution from
Northeast Utilities 53 17,105 1,375
Currency translation adjustment 0 0 0
---------------- ------------ -------------
Balance at end of period 18,834 17,115 18,385
================ ============ =============
Note: Individual columns may not add to
Consolidated due to rounding.
The accompanying notes are an integral
part of these financial statements.
(a) Not covered by auditors' report.
</TABLE>
<PAGE>F-38B
CHARTER OAK ENERGY, INC.
AND SUBSIDIARIES
Consolidating Statement of
Retained Earnings (a)
Year Ended December 31, 1996
(Thousands of Dollars)
<TABLE>
<CAPTION>
Eliminations Consolidated
------------ ------------
<S> <C> <C>
Balance at beginning of period (11,598) (16,704)
Addition: Net income (loss) (975) (1,422)
------------ ------------
(12,573) (18,126)
Deductions:
Common stock dividend declared: 500 0
------------ ------------
Balance at end of period (13,073) (18,126)
============ ============
</TABLE>
CHARTER OAK ENERGY, INC.
AND SUBSIDIARIES
Consolidating Statement of
Capital Surplus, Paid In (a)
Year Ended December 31, 1996
(Thousands of Dollars)
<TABLE>
<CAPTION>
Eliminations Consolidated
------------ ------------
<S> <C> <C>
Balance at beginning of period 58,396 63,913
Capital contribution from
Northeast Utilities 23,975 23,000
Currency translation adjustment 887 738
------------ ------------
Balance at end of period 83,258 87,651
============ ============
Note: Individual columns may not add to
Consolidated due to rounding.
The accompanying notes are an integral
part of these financial statements.
(a) Not covered by auditors' report.
</TABLE>
<PAGE>F-38C
(This page intentionally left blank)
<PAGE>F-39
CHARTER OAK ENERGY AND SUBSIDIARIES
Consolidating Statement of Cash Flows (a)
Year Ended December 31, 1996
(Thousands of Dollars)
<TABLE>
<CAPTION>
Charter Oak
Charter Oak Charter Oak Development
Energy, Inc. (Paris) Inc. Corporation
------------- -------------- ------------
<S> <C> <C> <C>
Operating Activities:
Net (loss) income $ (1,422) $ 495 $ (2,043)
Adjustments to reconcile to net cash
from operating activities:
Depreciation 0 0 2
Deferred income taxes 0 0 0
Other sources of cash 80 0 150
Other uses of cash (7) 0 (1,796)
Changes in working capital:
Accounts receivable 490 0 (840)
Accounts payable 266 0 (1,165)
Accrued taxes (33) 95 0
Other working capital (excludes cash) 0 0 251
------------- -------------- ------------
Net cash flows used for operating activities (626) 590 (5,441)
------------- -------------- ------------
Financing Activities:
Other paid in capital 23,738 0 5,441
Net increase in short-term debt 0 0 0
Cash dividends on common stock 0 (500) 0
------------- -------------- ------------
Net cash flows from (used for) financing activities 23,738 (500) 5,441
------------- -------------- ------------
Investment Activities:
Investment in plant:
Electric and other utility plant 3 0 (66)
Other investments (23,132) (7) 0
------------- -------------- ------------
Net cash flows (used for) from investments (23,129) (7) (66)
------------- -------------- ------------
Net (decrease) increase in cash for the period (17) 83 (66)
Cash - beginning of period 93 445 976
------------- -------------- ------------
Cash - end of period $ 76 $ 528 $ 910
============= ============== ============
Supplemental Cash Flow Information
Cash (received) paid during the year for:
Interest, net of amounts capitalized $ 0 $ 0 $ 0
============= ============== ============
Income taxes (refund) $ (316) $ 87 $ (620)
============= ============== ============
Note: Individual columns may not add to consolidated due to rounding.
The accompanying notes are an integral part of these financial statements.
(a) Not covered by auditors' report.
</TABLE>
F-40
CHARTER OAK ENERGY AND SUBSIDIARIES
Consolidating Statement of Cash Flows (a)
Year Ended December 31, 1996
(Thousands of Dollars)
<TABLE>
<CAPTION>
COE COE COE
(UK) (Gencoe) Argentina I
Corp. Corp. Corp.
------------ ------------ -------------
<S> <C> <C> <C>
Operating Activities:
Net (loss) income $ (148) $ (76) $ 0
Adjustments to reconcile to net cash
from operating activities:
Depreciation 433 0 0
Deferred income taxes 0 0 0
Other sources of cash 365 0 0
Other uses of cash (433) 0 0
Changes in working capital:
Accounts receivable (34) 0 0
Accounts payable (502) 46 0
Accrued taxes 448 0 0
Other working capital (excludes cash) 0 0 0
------------ ------------ -------------
Net cash flows used for operating activities 129 (30) 0
------------ ------------ -------------
Financing Activities:
Other paid in capital 738 148 0
Net increase in short-term debt (100) 0 0
Cash dividends on common stock 0 0 0
------------ ------------ -------------
Net cash flows from (used for) financing activities 638 148 0
------------ ------------ -------------
Investment Activities:
Investment in plant:
Electric and other utility plant 0 0 0
Other investments (548) (118) 0
------------ ------------ -------------
Net cash flows (used for) from investments (548) (118) 0
------------ ------------ -------------
Net (decrease) increase in cash for the period 219 0 0
Cash - beginning of period 86 0 10
------------ ------------ -------------
Cash - end of period $ 305 $ 0 $ 10
============ ============ =============
Supplemental Cash Flow Information
Cash (received) paid during the year for:
Interest, net of amounts capitalized $ 0 $ 46 $ 0
============ ============ =============
Income taxes (refund) $ (95) $ 0 $ 0
============ ============ =============
Note: Individual columns may not add to consolidated due to rounding.
The accompanying notes are an integral part of these financial statements.
(a) Not covered by auditors' report.
</TABLE>
CHARTER OAK ENERGY AND SUBSIDIARIES
Consolidating Statement of Cash Flows (a)
Year Ended December 31, 1996
(Thousands of Dollars)
<TABLE>
<CAPTION>
COE
Argentina II COE COE
Corp. Tejona Fenix
------------- ------------- ------------
<S> <C> <C> <C>
Operating Activities:
Net (loss) income $ 800 $ (1) $ 0
Adjustments to reconcile to net cash
from operating activities:
Depreciation 0 0 0
Deferred income taxes 0 0 0
Other sources of cash 102 0 0
Other uses of cash (2) (3,120) 0
Changes in working capital:
Accounts receivable (73) (1) 0
Accounts payable 1 0 0
Accrued taxes 0 0 0
Other working capital (excludes cash) 0 0 0
------------- ------------- ------------
Net cash flows used for operating activities 828 (3,122) 0
------------- ------------- ------------
Financing Activities:
Other paid in capital 53 17,105 1,375
Net increase in short-term debt 0 0 0
Cash dividends on common stock 0 0 0
------------- ------------- ------------
Net cash flows from (used for) financing activities 53 17,105 1,375
------------- ------------- ------------
Investment Activities:
Investment in plant:
Electric and other utility plant 0 0 0
Other investments 96 (13,985) (1,523)
------------- ------------- ------------
Net cash flows (used for) from investments 96 (13,985) (1,523)
------------- ------------- ------------
Net (decrease) increase in cash for the period 977 (2) (148)
Cash - beginning of period 10 10 167
------------- ------------- ------------
Cash - end of period $ 987 $ 8 $ 19
============= ============= ============
Supplemental Cash Flow Information
Cash (received) paid during the year for:
Interest, net of amounts capitalized $ 0 $ 0 $ 0
============= ============= ============
Income taxes (refund) $ 0 $ 0 $ 0
============= ============= ============
Note: Individual columns may not add to consolidated due to rounding
The accompanying notes are an integral part of these
financial statements.
(a) Not covered by auditors' report.
</TABLE>
CHARTER OAK ENERGY AND SUBSIDIARIES
Consolidating Statement of Cash Flows (a)
Year Ended December 31, 1996
(Thousands of Dollars)
<TABLE>
<CAPTION>
Eliminations Consolidated
------------- -------------
<S> <C> <C>
Operating Activities:
Net (loss) income $ (973) $ (1,422)
Adjustments to reconcile to net cash
from operating activities:
Depreciation 0 435
Deferred income taxes 0 0
Other sources of cash 660 37
Other uses of cash (696) (4,662)
Changes in working capital:
Accounts receivable 1,148 (1,606)
Accounts payable (486) (868)
Accrued taxes (661) 1,171
Other working capital (excludes cash) (1) 252
------------- -------------
Net cash flows used for operating activities (1,009) (6,663)
------------- -------------
Financing Activities:
Other paid in capital 24,860 23,738
Net increase in short-term debt (100) 0
Cash dividends on common stock (500) 0
------------- -------------
Net cash flows from (used for) financing activities 24,260 23,738
------------- -------------
Investment Activities:
Investment in plant:
Electric and other utility plant 0 (63)
Other investments (23,250) (15,967)
------------- -------------
Net cash flows (used for) from investments (23,250) (16,030)
------------- -------------
Net (decrease) increase in cash for the period 0 1,045
Cash - beginning of period 0 1,798
------------- -------------
Cash - end of period $ 0 $ 2,843
============= =============
Supplemental Cash Flow Information
Cash (received) paid during the year for:
Interest, net of amounts capitalized $ 46 $ 0
============= =============
Income taxes (refund) $ 0 $ (944)
============= =============
Note: Individual columns may not add to consolidated due to rounding.
The accompanying notes are an integral part of these
financial statements.
(a) Not covered by auditors' report.
F-41
</TABLE>
HEC INC. AND SUBSIDIARIES
Consolidating Balance Sheet (a)
Assets
December 31, 1996
(Thousands of Dollars)
<TABLE>
<CAPTION>
HEC Southwest
International HEC Energy
HEC Inc. Corporation Services L.L.C.
------------ ------------- ---------------
<S> <C> <C> <C>
Utility Plant, at original cost:
Electric 2,834 5 0
Other 1,075 0 22
------------ ------------- ---------------
3,909 5 22
Less: Accumulated provision for
depreciation 2,119 2 3
------------ ------------- ---------------
Total net utility plant 1,790 3 19
------------ ------------- ---------------
Other Property and Investments:
Investments in subsidiary companies,
at equity 85 0 0
------------ ------------- ---------------
Current Assets:
Cash 902 5 150
Receivables, net 4,876 0 58
Receivables from affiliated companies 409 0 0
Materials and supplies, at 63 0 0
average cost
Prepayments and other 98 0 3
------------ ------------- ---------------
6,348 5 211
------------ ------------- ---------------
Deferred Charges:
Other 2,348 0 478
------------ ------------- ---------------
Total Assets 10,571 8 708
============ ============= ===============
Note: Individual columns may not add to
Consolidated due to rounding.
The accompanying notes are an integral
part of these financial statements.
(a) Not covered by auditors' report.
</TABLE>
<PAGE>F-42
HEC INC. AND SUBSIDIARIES
Consolidating Balance Sheet (a)
Assets
December 31, 1996
(Thousands of Dollars)
<TABLE>
<CAPTION>
HEC Energy
Consulting
Canada, Inc. Eliminations Consolidated
------------ ------------ ------------
<S> <C> <C> <C>
Utility Plant, at original cost:
Electric 10 0 2,850
Other 0 0 1,098
------------ ------------ ------------
10 0 3,948
Less: Accumulated provision for
depreciation 4 0 2,129
------------ ------------ ------------
Total net utility plant 6 0 1,819
------------ ------------ ------------
Other Property and Investments:
Investments in subsidiary companies,
at equity 0 85 0
------------ ------------ ------------
Current Assets:
Cash 3 0 1,059
Receivables, net 3 0 4,937
Receivables from affiliated companies 68 88 389
Materials and supplies, at 0 0 63
average cost
Prepayments and other 0 0 101
------------ ------------ ------------
74 88 6,549
------------ ------------ ------------
Deferred Charges:
Other (18) 0 2,808
------------ ------------ ------------
Total Assets 62 173 11,176
============ ============ ============
Note: Individual columns may not add to
Consolidated due to rounding.
The accompanying notes are an integral
part of these financial statements.
(a) Not covered by auditors' report.
</TABLE>
<PAGE>F-42A
HEC INC.AND SUBSIDIARIES
Consolidating Balance Sheet (a)
Capitalization and Liabilities
December 31, 1996
(Thousands of Dollars)
<TABLE>
<CAPTION>
HEC Southwest
International HEC Energy
HEC Inc. Corporation Services L.L.C.
------------ ------------- ---------------
<S> <C> <C> <C>
Capitalization:
Common stockholder's equity:
Common stock 0 0 250
Capital surplus, paid in 4,000 10 0
Retained earnings (196) (3) (196)
------------ ------------- ---------------
Total common stockholder's equity 3,804 7 54
Long-term debt 0 0 250
------------ ------------- ---------------
Total capitalization 3,804 7 304
------------ ------------- ---------------
Current Liabilities:
Notes payable to affiliated company 475 0 0
Accounts payable 4,414 0 370
Accounts payable to affiliated
companies 104 1 19
Accrued taxes 73 0 0
Other 1,285 0 15
------------ ------------- ---------------
6,351 1 404
------------ ------------- ---------------
Deferred Credits:
Accumulated deferred income taxes 416 0 0
------------ ------------- ---------------
Total Capitalization and Liabilities 10,571 8 708
============ ============= ===============
Note: Individual columns may not add to
Consolidated due to rounding.
The accompanying notes are an integral
part of these financial statements.
(a) Not covered by auditors' report.
</TABLE>
<PAGE>F-43
HEC INC.AND SUBSIDIARIES
Consolidating Balance Sheet (a)
Capitalization and Liabilities
December 31, 1996
(Thousands of Dollars)
<TABLE>
<CAPTION>
HEC Energy
Consulting
Canada, Inc. Eliminations Consolidated
------------ ------------ ------------
<S> <C> <C> <C>
Capitalization:
Common stockholder's equity:
Common stock 0 250 0
Capital surplus, paid in 7 17 4,000
Retained earnings 17 (183) (196)
------------ ------------ ------------
Total common stockholder's equity 24 84 3,804
Long-term debt 0 0 250
------------ ------------ ------------
Total capitalization 24 84 4,054
------------ ------------ ------------
Current Liabilities:
Notes payable to affiliated company 0 0 475
Accounts payable 0 0 4,785
Accounts payable to affiliated
companies 0 89 36
Accrued taxes 0 0 73
Other 38 0 1,337
------------ ------------ ------------
38 89 6,706
------------ ------------ ------------
Deferred Credits:
Accumulated deferred income taxes 0 0 416
------------ ------------ ------------
Total Capitalization and Liabilities 62 173 11,176
============ ============ ============
Note: Individual columns may not add to
Consolidated due to rounding.
The accompanying notes are an integral
part of these financial statements.
(a) Not covered by auditors' report.
</TABLE>
<PAGE>F-43A
HEC INC. AND SUBSIDIARIES
Consolidating Statement of Income (a)
Year Ended December 31, 1996
(Thousands of Dollars)
<TABLE>
<CAPTION>
HEC Southwest
International HEC Energy
HEC Inc. Corporation Services L.L.C.
------------ ------------- ---------------
<S> <C> <C> <C>
Operating Revenues 42,449 0 1,180
------------ ------------- ---------------
Operating Expenses:
Operation 41,170 0 1,295
Maintenance 30 0 1
Depreciation 412 1 2
Federal and state income taxes 231 1 0
Taxes other than income taxes 267 0 12
------------ ------------- ---------------
Total operating expenses 42,110 2 1,310
------------ ------------- ---------------
Operating Income 339 (2) (130)
------------ ------------- ---------------
Other Income 133 0 3
------------ ------------- ---------------
Income before interest charges 472 (2) (127)
------------ ------------- ---------------
Interest Charges 55 0 14
------------ ------------- ---------------
Net Income (Loss) 417 (2) (141)
============ ============= ===============
Note: Individual columns may not add to
Consolidated due to rounding.
The accompanying notes are an integral
part of these financial statements.
<F1>(a) Not covered by auditors' report.
</TABLE>
<PAGE>F-44
HEC INC. AND SUBSIDIARIES
Consolidating Statement of Income (a)
Year Ended December 31, 1996
(Thousands of Dollars)
<TABLE>
<CAPTION>
HEC Energy
Consulting
Canada, Inc. Eliminations Consolidated
------------ ------------ ------------
<S> <C> <C> <C>
Operating Revenues 544 157 44,016
------------ ------------ ------------
Operating Expenses:
Operation 471 157 42,779
Maintenance 0 0 31
Depreciation 4 0 419
Federal and state income taxes 29 0 259
Taxes other than income taxes 2 0 282
------------ ------------ ------------
Total operating expenses 506 157 43,770
------------ ------------ ------------
Operating Income 38 0 246
------------ ------------ ------------
Other Income 1 (105) 240
------------ ------------ ------------
Income before interest charges 39 (105) 486
------------ ------------ ------------
Interest Charges 4 4 69
------------ ------------ ------------
Net Income (Loss) 35 (109) 417
============ ============ ============
Note: Individual columns may not add to
Consolidated due to rounding.
The accompanying notes are an integral
part of these financial statements.
<F1>(a) Not covered by auditors' report.
</TABLE>
<PAGE>F-44A
HEC INC. AND SUBSIDIARIES
Consolidating Statement of
Retained Earnings (a)
Year Ended December 31, 1996
(Thousands of Dollars)
<TABLE>
<CAPTION>
HEC Southwest
International HEC Energy
HEC Inc. Corporation Services L.L.C.
------------ ------------- ---------------
<S> <C> <C> <C>
Balance at beginning of period (613) (1) (55)
Prior period adjustment 0 0 0
------------ ------------- ---------------
Adjusted beginning balance (613) (1) (55)
Addition: Net income 417 (2) (141)
------------ ------------- ---------------
Balance at end of period (196) (3) (196)
============ ============= ===============
</TABLE>
HEC INC AND SUBSIDIARIES
Consolidating Statement of
Capital Surplus, Paid In (a)
Year Ended December 31, 1996
(Thousands of Dollars)
<TABLE>
<CAPTION>
HEC Southwest
International HEC Energy
HEC Inc. Corporation Services L.L.C.
------------ ------------- ---------------
<S> <C> <C> <C>
Balance at beginning of period 3,992 10 0
Currency translation adjustment 8 0 0
------------ ------------- ---------------
Balance at end of period 4,000 10 0
============ ============= ===============
Note: Individual columns may not add to
Consolidated due to rounding.
The accompanying notes are an integral
part of these financial statements.
(a) Not covered by auditors' report.
</TABLE>
<PAGE>F-45
HEC INC. AND SUBSIDIARIES
Consolidating Statement of
Retained Earnings (a)
Year Ended December 31, 1996
(Thousands of Dollars)
<TABLE>
<CAPTION>
HEC Energy
Consulting
Canada, Inc. Eliminations Consolidated
------------ ------------ ------------
<S> <C> <C> <C>
Balance at beginning of period 3 (53) (613)
Prior period adjustment (21) (21) 0
------------ ------------ ------------
Adjusted beginning balance (18) (74) (613)
Addition: Net income 35 (109) 417
------------ ------------ ------------
Balance at end of period 17 (183) (196)
============ ============ ============
</TABLE>
HEC INC AND SUBSIDIARIES
Consolidating Statement of
Capital Surplus, Paid In (a)
Year Ended December 31, 1996
(Thousands of Dollars)
<TABLE>
<CAPTION>
HEC Energy
Consulting
Canada, Inc. Eliminations Consolidated
------------ ------------ ------------
<S> <C> <C> <C>
Balance at beginning of period 7 17 3,992
Currency translation adjustment 0 0 8
------------ ------------ ------------
Balance at end of period 7 17 4,000
============ ============ ============
Note: Individual columns may not add to
Consolidated due to rounding.
The accompanying notes are an integral
part of these financial statements.
(a) Not covered by auditors' report.
</TABLE>
<PAGE>F-45A
HEC INC. AND SUBSIDIARIES
Consolidating Statement of Cash Flows (a)
Year Ended December 31, 1996
(Thousands of Dollars)
<TABLE>
<CAPTION>
HEC Southwest
International HEC Energy
HEC Inc. Corporation Services LLC
----------- ------------- ------------
<S> <C> <C> <C>
Operating Activities:
Net income (loss) $ 417 $ (2) $ (141)
Adjustments to reconcile to net cash
from operating activities:
Depreciation 412 1 2
Deferred income taxes and investment tax credits, net 14 0 0
Other sources of cash (376) 0 0
Other uses of cash (1,372) 0 (498)
Changes in working capital:
Receivables and accrued utility revenues 1,421 0 (58)
Fuel, materials, and supplies (63) 0 0
Accounts payable (229) (4) 334
Accrued taxes 72 0 0
Other working capital (excludes cash) 804 0 12
----------- ------------- ------------
Net cash flows from (used for) operating activities 1,100 (5) (349)
----------- ------------- ------------
Financing Activities:
Issuance of common shares 0 0 150
Issuance of long-term debt 0 0 150
Net (decrease) increase in short-term debt (1,200) 0 0
----------- ------------- ------------
Net cash flows (used for) from financing activities (1,200) 0 300
----------- ------------- ------------
Investment Activities:
Investment in plant:
Electric utility plant (125) 0 0
----------- ------------- ------------
Net cash flows used for investments in plant (125) 0 0
Notes receivable from affiliated company 204 0 0
Investment in subsidiaries (29) 0 0
----------- ------------- ------------
Net cash flows used for investments 50 0 0
----------- ------------- ------------
Net increase in cash for the period (50) (5) (50)
Cash - beginning of period 951 10 200
----------- ------------- ------------
Cash - end of period $ 901 $ 5 $ 150
=========== ============= ============
Supplemental Cash Flow Information
Cash paid during the year for:
Interest, net of amounts capitalized $ 55 $ 0 $ 0
=========== ============= ============
Income taxes $ 210 $ 0 $ 0
=========== ============= ============
Note: Individual columns may not add to consolidated due to rounding.
The accompanying notes are an integral part of these financial statements.
(a) Not covered by auditors' report.
</TABLE>
HEC INC. AND SUBSIDIARIES
Consolidating Statement of Cash Flows (a)
Year Ended December 31, 1996
(Thousands of Dollars)
<TABLE>
<CAPTION>
HEC Energy
Consulting
Canada, Inc. Eliminations Consolidated
------------ ------------ ------------
<S> <C> <C> <C>
Operating Activities:
Net income (loss) $ 35 $ (109) $ 417
Adjustments to reconcile to net cash
from operating activities:
Depreciation 4 0 419
Deferred income taxes and investment tax credits, net 0 0 14
Other sources of cash 384 0 8
Other uses of cash 0 (22) (1,848)
Changes in working capital:
Receivables and accrued utility revenues (71) (83) 1,375
Fuel, materials, and supplies 0 0 (63)
Accounts payable (309) 83 (291)
Accrued taxes (4) 0 68
Other working capital (excludes cash) (1) 0 813
------------ ------------ ------------
Net cash flows from (used for) operating activities 38 (131) 912
------------ ------------ ------------
Financing Activities:
Issuance of common shares 0 150 0
Issuance of long-term debt 0 0 150
Net (decrease) increase in short-term debt (196) (196) (1,200)
------------ ------------ ------------
Net cash flows (used for) from financing activities (196) (46) (1,050)
------------ ------------ ------------
Investment Activities:
Investment in plant:
Electric utility plant 0 0 (125)
------------ ------------ ------------
Net cash flows used for investments in plant 0 0 (125)
Notes receivable from affiliated company 0 204 0
Investment in subsidiaries 0 (29) 0
------------ ------------ ------------
Net cash flows used for investments 0 175 (125)
------------ ------------ ------------
Net increase in cash for the period (158) 0 (263)
Cash - beginning of period 161 0 1,322
------------ ------------ ------------
Cash - end of period $ 3 $ 0 $ 1,059
============ ============ ============
Supplemental Cash Flow Information
Cash paid during the year for:
Interest, net of amounts capitalized $ 0 $ 0 $ 55
============ ============ ============
Income taxes $ 0 $ 0 $ 210
============ ============ ============
Note: Individual columns may not add to consolidated due to rounding.
The accompanying notes are an integral part of these financal statements.
(a) Not covered by auditors' report.
</TABLE>
NOTES TO FINANCIAL STATEMENTS
NU Reference is made to "Notes to Consolidated Financial Statements"
contained on pages 29 through 43 in NU's 1996 Annual Report to
Shareholders, which information is incorporated herein by reference.
CL&P Reference is made to "Notes to Consolidated Financial Statements"
contained on pages 7 through 36 in CL&P's 1996 Annual Report, which
information is incorporated herein by reference.
PSNH Reference is made to "Notes to Financial Statements" contained on
pages 7 through 36 in PSNH's 1996 Annual Report, which information is
incorporated herein by reference.
WMECO Reference is made to "Notes to Financial Statements" contained on
pages 7 through 32 in WMECO's 1996 Annual Report, which information
is incorporated herein by reference.
NAEC Reference is made to "Notes to Financial Statements" contained on
pages 7 through 22 in NAEC's 1996 Annual Report, which information is
incorporated herein by reference.
F-47
EXHIBITS
The following exhibits are incorporated by reference to the indicated SEC file
number, unless a single asterisk appears next to the exhibit reference. A
single asterisk indicates exhibits which are filed herewith. A # further
indicates that the exhibit is filed under cover of Form SE.
EXHIBIT
NUMBER DESCRIPTION
A. ANNUAL REPORTS
A.1 Annual Reports filed under the Securities Exchange Act of 1934
A.1.1 1996 Annual Report on Form 10-K for NU. (File No. 1-5324)
A.1.2 1996 Annual Report on Form 10-K for CL&P. (File No. 0-11419)
A.1.3 1996 Annual Report on Form 10-K for PSNH. (File No. 1-6392)
A.1.4 1996 Annual Report on Form 10-K for WMECO. (File No. 0-7624)
A.1.5 1996 Annual Report on Form 10-K for NAEC. (File No. 33-43508)
A.2 Annual Reports and Reports to the FERC on Form 1
*# A.2.1 1996 Annual Report to Shareholders of Connecticut Yankee Atomic
Power Company.
*# A.2.2 1996 FERC Form 1 of Connecticut Yankee Atomic Power Company.
A.2.3 1996 Annual Report to Shareholders of Maine Yankee
Atomic Power Company. (Exhibit A.2.a, 1996 New England
Electric System (NEES) U5S, File No. 30-33)
A.2.4 1996 FERC Form 1 of Maine Yankee Atomic Power Company.
(Exhibit A.2.b, 1996 NEES U5S, File No. 30-33)
A.2.5 1996 Annual Report to Shareholders of Vermont Yankee
Nuclear Power Corporation. (Exhibit A.7.a, 1996
NEES U5S, File No. 30-33)
A.2.6 1996 FERC Form 1 of Vermont Yankee Nuclear Power
Corporation. (Exhibit A.7.b, 1996 NEES U5S, File
No. 30-33)
A.2.7 1996 Annual Report to Shareholders of Yankee Atomic
Electric Company. (Exhibit A.8.a, 1996 NEES U5S, File
No. 30-33)
A.2.8 1996 FERC Form 1 of Yankee Atomic Electric Company.
(Exhibit A.8.b, 1996 NEES U5S, File No. 30-33)
*# A.2.9 1996 Annual Report to Shareholders of New England Hydro-
Transmission Electric Company, Inc.
*# A.2.10 1996 Annual Report to Shareholders of New England Hydro-
Transmission Corporation.
B. CHARTERS, ARTICLES OF INCORPORATION, TRUST AGREEMENTS, BY-LAWS, AND OTHER
FUNDAMENTAL DOCUMENTS OF ORGANIZATION
B.1 Northeast Utilities
B.1.1 Declaration of Trust of NU, as amended through May 24,
1988. (Exhibit B.1.1, 1988 NU Form U5S, File No. 30-246)
B.2 The Connecticut Light and Power Company
B.2.1 Certificate of Incorporation of CL&P, restated to March 22,
1994. (Exhibit 3.2.1, 1993 NU Form 10-K, File No. 1-5324)
B.2.2 Certificate of Amendment to Certificate of Incorporation of
CL&P, dated December 26, 1996. (Exhibit 3.2.2, 1996 NU Form
10-K, File No. 1-5324)
B.2.3 By-laws of CL&P, as amended to January 1, 1997. (Exhibit
3.2.3, 1996 NU Form 10-K, File No. 1-5324)
B.3 Public Service Company of New Hampshire
B.3.1 Articles of Incorporation, as amended to May 16, 1991.
(Exhibit 3.3.1, 1993 NU Form 10-K, File No. 1-5324)
B.3.2 By-laws of PSNH, as amended to November 1, 1993. (Exhibit
3.3.2, 1993 NU Form 10-K, File No. 1-5324)
B.4 Western Massachusetts Electric Company
B.4.1 Articles of Organization of WMECO, restated to February 23,
1995. (Exhibit 3.4.1, 1994 NU Form 10-K, File No. 1-5324)
B.4.2 By-laws of WMECO, as amended to February 13, 1995.
(Exhibit 3.4.2, 1994 NU Form 10-K, File No. 1-5324)
B.5 North Atlantic Energy Corporation
B.5.1 Articles of Incorporation of NAEC dated September 20, 1991.
(Exhibit 3.5.1, 1993 NU Form 10-K, File No. 1-5324)
B.5.2 Articles of Amendment dated October 16, 1991 and June 2,
1992 to Articles of Incorporation of NAEC. (Exhibit 3.5.2,
1993 NU Form 10-K, File No. 1-5324)
B.5.3 By-laws of NAEC, as amended to November 8, 1993. (Exhibit
3.5.3, 1993 NU Form 10-K, File No. 1-5324)
B.6 The Quinnehtuk Company
B.6.1 Certificate of Incorporation of The Quinnehtuk Company.
(Exhibit B.7.1, September, 1966 NU U5S, File No. 30-246)
B.6.2 Amendment to Certificate of Incorporation of The Quinnehtuk
Company dated June 10, 1975. (Exhibit B.6.2, 1993 NU Form
U5S, File No. 30-246)
B.6.3 By-laws of The Quinnehtuk Company as amended to March 1,
1982. (Exhibit B.4.1, 1983 NU Form U5S, File No. 30-246)
B.7 The Rocky River Realty Company
B.7.1 Certificate of Incorporation, as amended, of The Rocky
River Realty Company. (Exhibit 1.9, 1977 NU Form U5S, File
No. 30-246)
* B.7.2 Certificate of Amendment to Certificate of Incorporation of
The Rocky River Realty Company, dated December 26, 1996.
B.7.3 By-laws of The Rocky River Realty Company, as amended to
March 1, 1982. (Exhibit B.5.1, 1983 NU Form U5S, File
No. 30-246)
B.8 Research Park, Inc.
B.8.1 Charter of Research Park, Inc. dated July 18, 1963.
(Exhibit B.6, 1983 NU Form U5S, File No. 30-246)
* B.8.2 Certificate of Amendment to Certificate of Incorporation of
Research Park, Inc., dated December 26, 1996.
* B.8.3 By-laws of Research Park, Inc. as amended to January 1,
1997.
B.9 The City and Suburban Electric and Gas Company
B.9.1 Charter of The City and Suburban Electric and Gas Company
(Special Act No. 169, Volume XXVIII, page 193, approved
May 1, 1957). (Exhibit B.8, 1983 NU Form U5S, File No.
30-246)
* B.9.2 Certificate of Amendment to Certificate of Incorporation of
The City and Suburban Electric and Gas Company, dated
December 26, 1996.
B.9.3 By-laws of The City and Suburban Electric and Gas Company
as amended to February 15, 1952. (Exhibit B.8.1, 1983
NU Form U5S, File No. 30-246)
B.10 Electric Power, Incorporated
B.10.1 Charter of Electric Power, Incorporated dated January 1,
1955. (Exhibit B.9, 1983 NU Form U5S, File No. 30-246)
B.10.2 Amendment to Charter of Electric Power, Incorporated
(Special Act No. 133, Volume XXXI, page 103, approved
June 11, 1963). (Exhibit B.9.1, 1983 NU Form U5S, File
No. 30-246)
* B.10.3 Certificate of Amendment to Certificate of Incorporation of
Electric Power, Incorporated, dated December 26, 1996.
B.10.4 By-laws of Electric Power, Incorporated as amended to
February 15, 1952. (Exhibit B.9.2, 1983 NU Form U5S,
File No. 30-246)
B.11 The Nutmeg Power Company
B.11.1 Certificate of Organization of The Nutmeg Power Company
dated July 19, 1954. (Exhibit B.11, 1983 NU Form U5S, File
No. 30-246)
* B.11.2 Certificate of Amendment to the Certificate of
Incorporation of The Nutmeg Power Company, dated December
26, 1996.
* B.11.3 By-laws of The Nutmeg Power Company as amended to January 1,
1997.
B.12 The Connecticut Steam Company
B.12.1 Certificate of Incorporation of The Connecticut Steam
Company dated May 13, 1965, including Special Act No. 325,
an Act Incorporating The Connecticut Steam Company (Special
Acts 1963, Senate Bill No. 704, approved June 24, 1963).
(Exhibit B.12, 1983 NU Form U5S, File No. 30-246)
* B.12.2 Certificate of Amendment to Certificate of Incorporation of
The Connecticut Steam Company, dated December 26, 1996.
* B.12.3 By-laws of The Connecticut Steam Company as amended to
January 1, 1997.
B.13 The Connecticut Transmission Corporation
B.13.1 Charter of The Connecticut Transmission Corporation and
predecessor companies as amended to May 8, 1953. (Exhibit
B.13, 1983 NU Form U5S, File No. 30-246)
B.13.2 Certificate of Amendment to Certificate of Incorporation of
The Connecticut Transmission Corporation, dated December
26, 1996.
B.13.3 By-laws of The Connecticut Transmission Corporation as
amended to February 15, 1952. (Exhibit B.13.1, 1983 NU
Form U5S, File No. 30-246)
B.14 Holyoke Water Power Company
B.14.1 Charter of Holyoke Water Power Company, as amended.
(Exhibit 1.8, 1977 NU Form U5S, File No. 30-246)
B.14.2 By-laws of Holyoke Water Power Company as amended to
March 1, 1982. (Exhibit B.14.1, 1983 NU Form U5S,
File No. 30-246)
B.15 Holyoke Power and Electric Company
B.15.1 Charter of Holyoke Power and Electric Company dated December
5, 1925. (Exhibit B.15, 1983 NU Form U5S, File No. 30-246)
B.15.2 Chapter 147 of the Massachusetts Acts of 1926 amending the
Charter of Holyoke Power and Electric Company, as recorded
with the Office of the Secretary of the Commonwealth on
March 29, 1926. (Exhibit B.15.1, 1983 NU Form U5S, File
No. 30-246)
B.15.3 By-laws of Holyoke Power and Electric Company as amended to
March 1, 1982. (Exhibit B.15.2, 1983 NU Form U5S, File
No. 30-246)
B.16 Northeast Utilities Service Company
B.16.1 Charter of Northeast Utilities Service Company, as amended
to February 20, 1974. (Exhibit B.16, 1983 NU Form U5S,
File No. 30-246)
* B.16.2 Certificate of Amendment to Certificate of Incorporation of
Northeast Utilities Service Company, dated December 26,
1996.
* B.16.3 By-laws of Northeast Utilities Service Company as amended
to January 1, 1997.
B.17 Northeast Nuclear Energy Company
B.17.1 Charter of Northeast Nuclear Energy Company as amended to
April 24, 1974. (Exhibit B.17, 1983 NU Form U5S, File
No. 30-246)
* B.17.2 Certificate of Amendment to Certificate of Incorporation of
Northeast Nuclear Energy Company, dated December 26, 1996.
* B.17.3 By-laws of Northeast Nuclear Energy Company, as amended to
January 1, 1997.
B.18 HEC Inc.
B.18.1 Articles of Organization of HEC Inc. dated June 19, 1990.
(Exhibit B.19, 1990 NU Form U5S, File No. 30-246)
B.18.2 By-Laws of HEC Inc. (Exhibit B.19.1, 1990 NU Form U5S,
File No. 30-246)
B.19 HEC International Corporation
B.19.1 Articles of Organization of HEC International Corporation
dated October 12, 1994. (Exhibit B.19.1, 1994 NU Form U5S,
File No. 30-246)
B.19.2 By-laws of HEC International Corporation dated October 12,
1994. (Exhibit B.19.2, 1994 NU Form U5S, File No. 30-246)
B.20 HEC Energy Consulting Canada Inc.
B.20.1 Articles of Incorporation of HEC Energy Consulting Canada
Inc. dated October 24, 1994. (Exhibit B.20.1, 1994 NU
Form U5S, File No. 30-246)
B.20.2 By-laws of HEC Energy Consulting Canada Inc. dated October
24, 1994. (Exhibit B.20.2, 1994 NU Form U5S, File No.
30-246)
B.21 North Atlantic Energy Service Corporation
B.21.1 Articles of Incorporation; Certificate of Amendment of
North Atlantic Energy Service Corporation dated June 1
1992. (Exhibit B.21, 1992 NU Form U5S, File No. 30-246)
B.21.2 By-Laws of North Atlantic Energy Service Corporation, as
amended to November 8, 1993. (Exhibit B.19.2, 1993 NU Form
U5S, File No. 30-246)
B.22 Connecticut Yankee Atomic Power Company
B.22.1 Certificate of Incorporation of Connecticut Yankee Atomic
Power Company and amendments dated to November 20, 1964.
(Exhibit B.20.1, 1993 NU Form U5S, File No. 30-246)
* B.22.2 Certificate of Amendment to Certificate of Incorporation of
Connecticut Yankee Atomic Power Company, dated December 26,
1996.
* B.22.3 By-laws of Connecticut Yankee Atomic Power Company, as
amended to January 1, 1997.
B.23 Properties, Inc.
B.23.1 Articles of Agreement of Properties, Inc. as amended to
June 1, 1983. (Exhibit B.21.1, 1993 NU Form U5S, File
No. 30-246)
B.23.2 By-laws of Properties, Inc., amended and restated as of
February 7, 1996. (Exhibit B.23.2, 1995 NU Form U5S, File
No. 30-246)
B.24 New Hampshire Electric Company
B.24.1 Articles of Agreement of New Hampshire Electric Company, as
amended to June 1, 1983. (Exhibit B.22.1, 1993 NU Form
U5S, File No. 30-246)
B.24.2 By-laws of New Hampshire Electric Company, as amended to
June 1, 1983. (Exhibit B.22.2, 1993 NU Form U5S, File
No. 30-246)
B.25 Charter Oak Energy, Inc.
B.25.1 Certificate of Incorporation of Charter Oak Energy, Inc.
dated September 28, 1988. (Exhibit B.16, 1989 NU Form U5S,
File No. 30-246)
* B.25.2 Certificate of Amendment to Certificate of Incorporation of
Charter Oak Energy, Inc., dated December 26, 1996.
* B.25.3 By-laws of Charter Oak Energy, Inc., as amended to
January 1, 1997.
B.26 Charter Oak (Paris) Inc.
B.26.1 Certificate of Incorporation of Charter Oak (Paris) Inc.
dated May 9, 1989. (Exhibit B.24.1, 1993 NU Form U5S,
File No. 30-246)
* B.26.2 Certificate of Amendment to Certificate of Incorporation of
Charter Oak (Paris) Inc., dated December 26, 1996.
* B.26.3 By-laws of Charter Oak (Paris) Inc., as amended to January
1, 1997.
B.27 COE Development Corporation
B.27.1 Certificate of Incorporation of COE Development Corporation
dated November 6, 1992. (Exhibit B.25.1, 1993 NU Form U5S,
File No. 30-246)
* B.27.2 Certificate of Amendment to Certificate of Incorporation of
COE Development Corporation, dated December 26, 1996.
* B.27.3 By-laws of COE Development Corporation, as amended to
January 1, 1997.
B.28 COE (UK) Corp.
B.28.1 Certificate of Incorporation of COE (UK) Corp. dated January
6, 1993. (Exhibit B.26.1, 1993 NU Form U5S, File No.
30-246)
* B.28.2 Certificate of Amendment to Certificate of Incorporation of
COE (UK) Corp., dated December 26, 1996.
* B.28.3 By-laws of COE (UK) Corp., as amended to January 1, 1997.
B.29 COE (Gencoe) Corp.
B.29.1 Restated Certificate of Incorporation of COE (Gencoe) Corp.
dated March 31, 1993. (Exhibit B.27.1, 1993 NU Form
U5S, File No. 30-246)
B.29.2 By-laws of COE (Gencoe) Corp. dated January 7, 1993.
(Exhibit B.27.2, 1993 NU Form U5S, File No. 30-246)
B.30 COE Argentina I Corp.
B.30.1 Certificate of Incorporation of COE Argentina I Corp. dated
January 24, 1994. (Exhibit B.30.1, 1994 NU Form U5S, File
No. 30-246)
* B.30.2 Certificate of Amendment to Certificate of Incorporation of
COE Argentina I Corp., dated December 26, 1996.
* B.30.3 By-laws of COE Argentina I Corp., as amended to January
1, 1997.
B.31 COE Argentina II Corp.
B.31.1 Certificate of Incorporation of COE Argentina II Corp. dated
March 14, 1994. (Exhibit B.31.1, 1994 NU Form U5S, File
No. 30-246)
* B.31.2 Certificate of Amendment to Certificate of Incorporation of
COE Argentina II Corp., dated December 26, 1996.
* B.31.3 By-laws of COE Argentina II Corp., as amended to January 1,
1997.
B.32 COE Ave Fenix Corporation
B.32.1 Certificate of Incorporation of COE Ave Fenix Corporation
dated May 19, 1995. (Exhibit B.32.1, 1995 NU Form U5S,
File No. 30-246)
* B.32.2 Certificate of Amendment to Certificate of Incorporation of
COE Ave Fenix Corporation, dated December 26, 1996.
* B.32.3 By-laws of COE Ave Fenix Corporation, as amended to January
1, 1997.
B.33 COE Tejona Corporation
B.33.1 Certificate of Incorporation of COE Tejona Corporation
dated April 10, 1995. (Exhibit B.33.1, 1995 NU Form U5S,
File No. 30-246)
* B.33.2 Certificate of Amendment to Certificate of Incorporation of
COE Tejona Corporation, dated December 26, 1996.
* B.33.3 By-laws of COE Tejona Corporation, as amended to January 1,
1997.
B.34 New England Hydro-Transmission Corporation
B.34.1 Articles of Incorporation, (Exhibit B.8a, 1986 NEES U5S,
File No. 30-33); Articles of Amendment of New England
Hydro-Transmission Corporation dated January 18, 1989,
(Exhibit B.10a, 1988 NEES U5S, File No. 30-33).
B.34.2 By-laws of New England Hydro-Transmission Corporation.
(Exhibit B.10b, 1988 NEES U5S, File No. 30-33)
B.35 New England Hydro-Transmission Electric Company
B.35.1 Restated Articles of Organization of New England Hydro-
Transmission Electric Company dated January 13, 1989.
(Exhibit B.11a, 1988 NEES U5S, File No. 30-33)
B.35.2 By-Laws of New England Hydro-Transmission Electric Company
(Exhibit B.11b, 1988 NEES U5S File No. 30-33)
B.36 General Partnership Agreement of Encoe Partners. (File No. 70-8084)
B.37 Amended and Restated Limited Partnership Agreement (CL&P Capital,
L.P.) among CL&P, NUSCO, and the persons who became limited
partners of CL&P Capital, L.P. in accordance with the provisions
thereof dated as of January 23, 1995 (MIPS). (Exhibit A.1, File
No. 70-8451)
B.38 Certificate of Formation of Southwest HEC Energy Services L.L.C.,
dated November 21, 1995. (Exhibit B.38, 1995 NU Form U5S, File
No. 30-246)
B.39 Mode 1 Communications, Inc.
* B.39.1 Certificate of Incorporation of Mode 1 Communications, Inc.
(formerly NU/Mode 1 Communications, Inc.), dated March 26,
1996.
* B.39.2 Certificates of Amendment to Certificate of
Incorporation of Mode 1 Communications, Inc., dated December 26,
1996 and February 4, 1997.
* B.39.3 By-laws of Mode 1 Communications, Inc., as amended to
January 1, 1997.
B.40 Select Energy, Inc.
* B.40.1 Certificate of Incorporation of Select Energy, Inc.
(formerly NUSCO Energy Partners, Inc.) dated September
26, 1996.
* B.40.2 Certificates of Amendment to Certificate of Incorporation
of Select Energy, Inc., dated December 26, 1996 and April
25, 1997.
* B.40.3 By-laws of Select Energy, Inc., as amended to January 1,
1997.
C.(a) INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING
INDENTURES
C.1 Northeast Utilities
C.1.1 Indenture dated as of December 1, 1991 between Northeast
Utilities and IBJ Schroder Bank & Trust Company, with
respect to the issuance of Debt Securities. (Exhibit
4.1.1, 1991 NU Form 10-K, File No. 1-5324)
C.1.2 First Supplemental Indenture, dated as of December 1, 1991
between Northeast Utilities and IBJ Schroder Bank & Trust
Company, with respect to the issuance of Series A Notes.
(Exhibit 4.1.2, 1991 NU Form 10-K, File No. 1-5324)
C.1.3 Second Supplemental Indenture, dated as of March 1, 1992
between Northeast Utilities and IBJ Schroder Bank & Trust
Company, with respect to the issuance of Series B Notes.
(Exhibit C.1.3, 1991 NU Form U5S, File No. 30-246)
C.1.4 Warrant Agreement dated as of June 5, 1992 between Northeast
Utilities and the Service Company. (Exhibit 4.1.4, 1992 NU
Form 10-K, File No. 1-5324)
C.1.4.1 Additional Warrant Agent Agreement dated as of
June 5, 1992 between Northeast Utilities and State Street
Bank and Trust Company. (Exhibit 4.1.4.1, 1992 NU Form
10-K, File No. 1-5324)
C.1.4.2 Exchange and Disbursing Agent Agreement dated as
of June 5, 1992 among Northeast Utilities, Public Service
Company of New Hampshire and State Street Bank and Trust
Company. (Exhibit 4.1.4.2, 1992 Form 10-K, File No.
1-5324)
C.1.5 Credit Agreements among CL&P, NU, WMECO, NUSCO (as Agent)
and 3 Commercial Banks dated December 3, 1992 (Three-Year
Facility). (Exhibit C.2.38, 1992 NU Form U5S, File No.
30-246)
C.1.6 Credit Agreements among CL&P, WMECO, NU, Holyoke Water Power
Company, RRR, NNECO and NUSCO (as Agent) and 1 Commercial
Bank dated December 3, 1992 (Three-Year Facility).
(Exhibit C.2.39, 1992 NU Form U5S, File No. 30-246)
C.1.7 Credit Agreement among NU, CL&P and WMECO and several
commercial banks, dated as of November 21, 1996. (Exhibit
No. B.1, File No. 70-8875)
C.2 The Connecticut Light and Power Company
C.2.1 Indenture of Mortgage and Deed of Trust between CL&P and
Bankers Trust Company, Trustee, dated as of May 1, 1921.
(Composite including all twenty-four amendments to May 1,
1967.) (Exhibit 4.1.1, 1989 NU Form 10-K, File No. 1-5324)
Supplemental Indentures to the Composite May 1, 1921 Indenture of
Mortgage and Deed of Trust between CL&P and Bankers Trust Company,
dated as of:
C.2.2 April 1, 1967. (Exhibit 4.16, File No. 2-60806)
C.2.3 January 1, 1968. (Exhibit 4.18, File No. 2-60806)
C.2.4 December 1, 1969. (Exhibit 4.20, File No. 2-60806)
C.2.5 June 30, 1982. (Exhibit 4.33, File No. 2-79235)
C.2.6 December 1, 1989. (Exhibit 4.1.26, 1989 NU Form 10-K,
File No. 1-5324)
C.2.7 April 1, 1992. (Exhibit 4.30, File No. 33-59430)
C.2.8 July 1, 1992. (Exhibit 4.31, File No. 33-59430)
C.2.9 July 1, 1993. (Exhibit A.10(b), File No. 70-8249)
C.2.10 July 1, 1993. (Exhibit A.10(b), File No. 70-8249)
C.2.11 December 1, 1993. (Exhibit 4.2.14, 1993 NU Form 10-K, File
No. 1-5324)
C.2.12 February 1, 1994. (Exhibit 4.2.15, 1993 NU Form 10-K, File
No. 1-5324)
C.2.13 February 1, 1994. (Exhibit 4.2.16, 1993 NU Form 10-K, File
No. 1-5324)
C.2.14 June 1, 1994. (Exhibit 4.2.15, 1994 NU Form 10-K, File No.
1-5324)
C.2.15 October 1, 1994. (Exhibit 4.2.16, 1994 NU Form 10-K,
File No. 1-5324)
C.2.16 June 1, 1996. (Exhibit 4.2.16, 1996 NU Form 10-K, File No.
1-5324)
C.2.17 January 1, 1997. (Exhibit 4.2.17, 1996 NU Form 10-K,
File No. 1-5324)
C.2.18 Financing Agreement between Industrial Development
Authority of the State of New Hampshire and CL&P
(Pollution Control Bonds, 1986 Series) dated as of
December 1, 1986. (Exhibit C.1.47, 1986 NU Form U5S, File
No. 30-246)
C.2.18.1 Letter of Credit and Reimbursement Agreement
(Pollution Control Bonds, 1986 Series) dated
as of August 1, 1994. (Exhibit 1 (Execution
Copy), File No. 70-7320)
C.2.19 Financing Agreement between Industrial Development
Authority of the State of New Hampshire and CL&P (Pollution
Control Bonds, 1988 Series) dated as of October 1, 1988.
(Exhibit C.1.55, 1988 NU Form U5S, File No. 30-246)
C.2.19.1 Letter of Credit (Pollution Control Bonds, 1988
Series) dated October 27, 1988. (Exhibit
4.2.17.1, 1995 NU Form 10-K, File No. 1-5324)
C.2.19.2 Reimbursement and Security Agreement (Pollution
Control Bonds, 1988 Series) dated as of October
1, 1988. (Exhibit 4.2.18.2, 1995 NU Form 10-K,
File No.1- 5324)
C.2.20 Financing Agreement between Industrial Development
Authority of the State of New Hampshire and CL&P (Pollution
Control Bonds) dated as of December 1, 1989. (Exhibit
C.1.39, 1989 NU Form U5S, File No. 30-246)
C.2.21 Loan and Trust Agreement among Business Finance Authority
of the State of New Hampshire and CL&P (Pollution Control
Bonds, 1992 Series A) dated as of December 1, 1992.
(Exhibit C.2.33, 1992 NU Form U5S, File No. 30-246)
C.2.21.1 Letter of Credit and Reimbursement Agreement
(Pollution Control Bonds, 1992 Series A) dated
as of December 1, 1992. (Exhibit 4.2.19.1,
1995 NU Form 10-K, File No. 1-5324)
C.2.22 Loan Agreement between Connecticut Development Authority
and CL&P (Pollution Control Bonds - Series A, Tax Exempt
Refunding) dated as of September 1, 1993. (Exhibit 4.2.21,
1993 NU Form 10-K, File No. 1-5324)
C.2.22.1 Letter of Credit and Reimbursement Agreement
(Pollution Control Bonds - Series A, Tax Exempt
Refunding) dated as of September 1, 1993.
(Exhibit 4.2.23, 1993 NU Form 10-K, File No.
1-5324)
C.2.23 Loan Agreement between Connecticut Development Authority
and CL&P (Pollution Control Bonds - Series B, Tax Exempt
Refunding) dated as of September 1, 1993. (Exhibit 4.2.22,
1993 NU Form 10-K, File No. 1-5324)
C.2.23.1 Letter of Credit and Reimbursement Agreement
(Pollution Control Bonds - Series B, Tax Exempt
Refunding) dated as of September 1, 1993. (Exhibit
4.2.24, 1993 NU Form 10-K, File No. 1-5324)
C.2.24 Amended and Restated Loan Agreement between Connecticut
Development Authority and CL&P (Pollution Control Revenue
Bond - 1996A Series) dated as of May 1, 1996 and Amended and
Restated as of January 1, 1997. (Exhibit 4.2.24, 1996 NU
Form 10-K, File No. 1-5324)
C.2.24.1 Amended and Restated Indenture of Trust between
Connecticut Development Authority and the Trustee
(CL&P Pollution Control Revenue Bond-1996A
Series), dated as of May 1, 1996 and Amended and
Restated as of January 1, 1997. (Exhibit 4.2.24.1,
1996 NU Form 10-K, File No. 1-5324)
C.2.24.2 Standby Bond Purchase Agreement among CL&P,
Societe Generale, New York Branch and the E-21
Trustee, dated January 23, 1997. (Exhibit
4.2.24.2, 1996 NU Form 10-K, File No. 1-5324)
C.2.24.3 AMBAC Municipal Bond Insurance Policy issued by
the Connecticut Development Authority (CL&P
Pollution Control Revenue Bond-1996A Series),
effective January 23, 1997. (Exhibit 4.2.24.3,
1996 NU Form 10-K, File No. 1-5324)
C.2.25 Indenture between CL&P and Bankers Trust Company,
Trustee (Series A Subordinated Debentures), dated as of
Januar 1, 1995 (MIPS). (Exhibit B.1 (Execution Copy),
File No. 70-8451)
C.2.26 Payment and Guaranty Agreement of CL&P dated as of
January 23, 1995 (MIPS). (Exhibit B.3 (Execution Copy),
File No. 70-8451)
C.2.27 Amended and Restated Trust Agreement, dated February 11,
1992, among State Street Bank and Trust Company, as
Trustor, and Bankers Trust Company, as Trustee, and CL&P
and WMECO. (Niantic Bay Fuel Trust). (Exhibit 10.23,
1991 NU Form 10-K, File No. 1-5324)
C.2.28 See Exhibit C.8.1 below, CL&P's Guarantee of Rocky River
Realty's 7-7/8% Note Agreement.
C.3 Public Service Company of New Hampshire
C.3.1 First Mortgage Indenture dated as of August 15, 1978
between PSNH and First Fidelity Bank, National Association,
New Jersey, Trustee. (Composite including all ten
amendments to May 16, 1991)(Exhibit 4.4.1, 1992 NU Form
10-K, File No. 1-5324)
C.3.2 Amended and Restated Revolving Credit Agreement dated as of
April 1, 1996. (Exhibit 4.3.2, 1996 NU Form 10-K, File No.
1-5324)
C.3.3 Series A (Tax Exempt New Issue) PCRB Loan and Trust
Agreement dated as of May 1, 1991. (Exhibit 4.2, PSNH
Current Report on Form 8-K dated February 10, 1992, File
No. 1-6392)
C.3.4 Series B (Tax Exempt Refunding) PCRB Loan and Trust
Agreement dated as of May 1, 1991. (Exhibit 4.3, PSNH
Current Report on Form 8-K dated February 10, 1992, File
No. 1-6392)
C.3.5 Series C (Tax Exempt Refunding) PCRB Loan and Trust
Agreement dated as of May 1, 1991. (Exhibit 4.4, PSNH
Current Report on Form 8-K dated February 10, 1992, File
No. 1-6392)
C.3.6 Series D (Taxable New Issue) PCRB Loan and Trust Agreement
dated as of May 1, 1991. (Exhibit 4.5, PSNH Current Report
on Form 8-K dated February 10, 1992, File No. 1-6392)
C.3.6.1 First Supplement to Series D (Tax Exempt Refunding
Issue) PCRB Loan and Trust Agreement dated as of
December 1, 1992. (Exhibit 4.4.5.1, 1992 NU Form
10-K, File No. 1-5324)
C.3.6.2 Second Series D (May 1, 1991 Taxable New Issue
and December 1, 1992 Tax Exempt Refunding Issue)
PCRB Letter of Credit and Reimbursement Agreement
dated as of May 1, 1995 (Exhibit B.4, Execution
Copy, File No. 70-8036)
C.3.7 Series E (Taxable New Issue) PCRB Loan and Trust Agreement
dated as of May 1, 1991. (Exhibit 4.6, PSNH Current Report
onForm 8-K dated February 10, 1992, File No. 1-6392)
C.3.7.1 First Supplement to Series E (Tax Exempt
Refundimg Issue) PCRB Loan and Trust Agreement
dated as of December 1, 1993. (Exhibit 4.3.8.1,
1993 NU Form 10-K, File No. 1-5324)
C.3.7.2 Second Series E (May 1, 1991 Taxable New Issue
and December 1, 1993 Tax Exempt Refunding Issue)
PCRB Letter of Credit and Reimbursement Agreement
dated as of May 1, 1995. (Exhibit B.5, Execution
Copy, File No. 70-8036)
C.4 Western Massachusetts Electric Company
C.4.1 First Mortgage Indenture and Deed of Trust between WMECO
and Old Colony Trust Company (now The First National Bank
of Boston), Trustee, dated as of August 1, 1954. (Exhibit
4.4.1, 1993 NU Form 10-K, File No. 1-5324)
Supplemental Indentures thereto dated as of:
C.4.2 March 1, 1967. (Exhibit 2.5, File No. 2-68808)
C.4.3 September 1, 1990. (Exhibit 4.3.15, 1990 NU Form 10-K,
File No. 1-5324)
C.4.4 December 1, 1992. (Exhibit 4.15, File No. 33-55772)
C.4.5 January 1, 1993. (Exhibit 4.5.13, 1992 NU Form 10-K,
File No. 1-5324)
C.4.6 March 1, 1994. (Exhibit 4.4.11, 1993 NU Form 10-K,
File No. 1-5324)
C.4.7 March 1, 1994. (Exhibit 4.4.12, 1993 NU Form 10-K, File
No. 1-5324)
C.4.8 Loan Agreement between Connecticut Development Authority
and WMECO (Pollution Control Bonds - Series A, Tax Exempt
Refunding) dated as of September 1, 1993. (Exhibit 4.4.13,
1993 NU Form 10-K, File No. 1-5324)
C.4.8.1 Letter of Credit and Reimbursement Agreement
(Pollution Control Bonds - Series A, Tax Exempt
Refunding) dated as of September 1, 1993.
(Exhibit 4.4.14, 1993 NU Form 10-K, File No
1-5324)
C.4.9 See Exhibits C.2.27 and C.8.1 for WMECO's interest in joint
financings.
C.5 North Atlantic Energy Corporation
C.5.1 First Mortgage Indenture and Deed of Trust between NAEC and
United States Trust Company of New York, Trustee, dated as
of June 1, 1992. (Exhibit 4.6.1, 1992 NU Form 10-K, File
No. 1-5324)
C.5.2 Term Credit Agreement dated as of November 9, 1995.
(Exhibit 4.5.2, 1995 NU Form 10-K, File No. 1-5324)
C.6 Northeast Nuclear Energy Company
C.6.1 Millstone Technical Building Note Agreement dated as of
December 21, 1993 by and between The Prudential Insurance
Company of America and NNECO. (Exhibit 10.28, 1993 NU Form
10-K, File No. 1-5324)
C.7 Holyoke Water Power Company
C.7.1 Loan Agreement between City of Holyoke, Massachusetts,
acting by and through its Industrial Development Financing
Authority, and Holyoke Water Power Company, dated as of
November 1, 1988 (Pollution Control Bonds). (Exhibit C.4.8,
1989 NU Form U5S, File No. 30-246)
C.7.2 Loan and Trust Agreement between Massachusetts Industrial
Finance Authority and Holyoke Water Power Company, dated as
of December 1, 1992. (Exhibit C.7.2, 1992 NU Form U5S, File
No. 30-246)
C.7.3 Loan Agreement between Massachusetts Industrial Finance
Authority and Holyoke Water Power Company, dated as of
December 1, 1990 (Pollution Control Bonds). (Exhibit
C.4.3, 1990 NU Form U5S, File No. 30-246)
C.8 The Rocky River Realty Company
C.8.1 Note Agreement dated as of June 1, 1973 by and between The
Rocky River Realty Company (RRR) and the purchasers named
therein (the 7-7/8% Note Agreement), including the Several
Guarantee of CL&P, HELCO, and WMECO of RRR's 7-7/8% Note
Agreement. (File No.70-4637)
C.8.2 Note Agreement dated April 14, 1992, by and between RRR and
the purchasers named therein, relating to $15 million of
guaranteed senior secured notes due 2007 and $28 million of
guaranteed senior secured notes due 2017. (Exhibit No.
10.52, 1992 NU Form 10-K, File No. 1-5324)
C.8.2.1 Note Guaranty dated April 14, 1992 by Northeast
Utilities relating to Exhibit C.8.2. (Exhibit
10.52.1, 1992 NU Form 10-K, File No. 1-5324)
C.8.2.2 Assignment of Leases, Rents and Profits, Security
Agreement and Negative Pledge, dated as of April
14, 1992 among RRR, NUSCO and the Trustee,
securing notes sold ursuant to Exhibit C.8.2.
(Exhibit 10.52.2, 1992 NU Form 10-K, File No.
1-5324)
C.9 Southwest HEC Energy Services, L.L.C.
C.9.1 Promissory Note of Southwest HEC Energy Services, L.L.C. to
Arizona Public Service Company, dated December 7, 1995.
(Exhibit C.9.1, 1995 NU Form U5S, File No. 30-246)
D. Agreement Allocating Consolidated Income Tax Liability by Northeast
Utilities and Subsidiaries. (Exhibit D, 1994 NU Form U5S, File No. 30-246)
* G. Financial Data Schedules
G.1 Financial Data Schedule of NU.
G.2 Financial Data Schedule of CL&P.
G.3 Financial Data Schedule of WMECO.
G.4 Financial Data Schedule of PSNH.
G.5 Financial Data Schedule of NAEC.
G.6 Financial Data Schedule of HWP.
G.7 Financial Data Schedule of HP&E.
* H. Organizational chart showing the relationship of Encoe Partners,
Central Termica San Miguel de Tucuman, S. A., Plantas Eolicas S.A.,
and Ave Fenix Energia, S. A., foreign utility companies, to other
NU System companies.
* I. Unaudited 1996 financial reports of the following foreign utility
companies:
- Encoe Partners
- Central Termica San Miguel de Tucuman S.A.
- Ave Fenix Energia S.A.
- Plantas Eolicas S.A.
(This information is not available at this filing date and will be
subsequently provided under Form U5S/A on or before August 15,
1997.)
Exhibit B.7.2
CERTIFICATE AMENDING OR RESTATING CERTIFICATE OF INCORPORATION
61-38 Rev. 9/90
Stock Corporation
STATE OF CONNECTICUT
SECRETARY OF THE STATE
30 TRINITY STREET
HARTFORD, CT 06106
1. Name of Corporation (Please enter name within lines)
The Rocky River Realty Company
2. The Certificate of Incorporation is: (Check one)
X A. Amended only, pursuant to Conn., Gen. Stat. Section 33-360
B. Amended only, to cancel authorized shares (state number of shares to be
canceled, the class, the series, if any, and the par value, P.A. 90-107.)
C. Restated only, pursuant to Conn. Gen. Stat. Section 33-362(a)
D. Amended and restated, pursuant to Conn. Gen. Stat. Section
33-362(c).
E. Restated and superseded pursuant to Conn. Gen. Stat. Section
33-362(d).
Set forth here the resolution of amendment and/or restatement. Use an 8 1/2
x 11 attached sheet if more space is needed. Conn. Gen. Stat. Section 1-9.
See Attachment A.
(If 2A or 2B is checked, go to 5 & 6 to complete this certificate. If 2C or
2D is checked, complete 3A or 3B. If 2E is checked, complete 4.)
3. (Check one)
A. This certificate purports merely to restate but not to change the
provisions of the original Certificate of Incorporation as supplemented and
amended to date, and the provisions of this Restated Certificate of
Incorporation (If 3A is checked, go to 5 & 6 to complete this certificate.)
B. This Restated Certificate of Incorporation shall give effect to the
amendment(s) and purports to restate all those provisions now in effect not
being amended by such new amendment(s). (If 3B is checked, check 4, if true,
and go to 5 & 6 to complete this Certificate.)
4. (Check, if true)
This restated Certificate of Incorporation was adopted by the greatest
vote which would have been required to amend any provision of the Certificate
of Incorporation as in effect before such vote and supersedes such
Certificate of Incorporation.
5. The manner of adopting the resolution was as follows: (Check one A, or
B, or C)
X A. By the board of directors and shareholders, pursuant to Conn.
Gen. Stat. Section 33-360.
Vote of Shareholders: (Check (i) or (ii), and check (iii) if
applicable.)
(i) X No shares are required to be voted as a class; the
shareholder's vote was as follows:
Vote Required for Adoption 67 Vote Favoring Adoption 100
(ii) There are shares of more than one class entitled to vote as a
class. The designation of each class required for adoption of the resolution
and the vote of each class in favor of adoption were as follows:
(Use an 8 1/2 x 11 attached sheet if more space is needed. Conn.
Gen. Stat. Section 1-9.)
(iii) Check here if the corporation has 100 or more recordholders,
as defined in Conn. Gen. Stat. Section 33-311a(a).
B. By the board of directors acting alone, pursuant to Conn. Gen. Stat.
Section 33-360(b)(2) or 33-362(a).
The number of affirmative votes required to adopt such resolution is:
The number of directors' votes in favor of the resolution was:
We hereby declare, under the penalties of false statement, that the
statements made in the foregoing certificate are true:
(Print or Type)
Name of President/Vice President
John B. Keane
Signature
/s/John B. Keane
(Print or Type)
Name of Secretary/Assistant Secretary
Mark A. Joyse
Signature
/s/Mark A. Joyse
C. The corporation does not have any shareholders. The resolution was
adopted by vote of at least two-thirds of the incorporators before the
organization meeting of the corporation, and approved in writing by all
subscribers for shares of the corporation. If there are not subscribers,
state NONE below.
We (at least two-thirds of the incorporators) hereby declare, under the
penalties of false statement, that the statements made in the foregoing
certificate are true.
Signed Incorporator Signed Subscriber
Signed Incorporator Signed Subscriber
Signed Incorporator Signed Subscriber
(Use an 8 1/2 x 11 attached sheet if more space is needed. Conn. Gen. Stat.
Section 1-9)
6. Dated at Berlin, Connecticut this 26th of December, 1996
Rec, CC, GS: (Type or Print)
/s/ Tracy A. DeCredico
Northeast Utilities Service Company
107 Selden Street
Berlin, CT 06037
Please provide filer's name and complete address for mailing receipt
ATTACHMENT A
(The Rocky River Realty Company)
RESOLVED, that a new Article SEVENTH is hereby added to the Company's
Certificate of Incorporation as follows:
ARTICLE SEVENTH. Effective January 1, 1997, the Company shall indemnify and
advance expenses to an individual made a party to a proceeding because he/she
is or was a Director of the Company under Section 33-771 of the Connecticut
General Statutes, Revision of 1958, as amended. Effective January 1, 1997,
the Company shall also indemnify and advance expenses under Sections 33-770
to 33-778, inclusive, of the Connecticut General Statutes, to any officer,
employee or agent of the company who is not a director to the same extent as
provided to a director.
Exhibit B.8.2
CERTIFICATE AMENDING OR RESTATING CERTIFICATE OF INCORPORATION
61-38 Rev. 9/90
Stock Corporation
STATE OF CONNECTICUT
SECRETARY OF THE STATE
30 TRINITY STREET
HARTFORD, CT 06106
1. Name of Corporation (Please enter name within lines)
Research Park, Inc.
2. The Certificate of Incorporation is: (Check one)
X A. Amended only, pursuant to Conn., Gen. Stat. Section 33-360
B. Amended only, to cancel authorized shares (state number of shares to be
canceled, the class, the series, if any, and the par value, P.A. 90-107.)
C. Restated only, pursuant to Conn. Gen. Stat. Section 33-362(a)
D. Amended and restated, pursuant to Conn. Gen. Stat. Section
33-362(c).
E. Restated and superseded pursuant to Conn. Gen. Stat. Section
33-362(d).
Set forth here the resolution of amendment and/or restatement. Use an 8 1/2
x 11 attached sheet if more space is needed. Conn. Gen. Stat. Section 1-9.
See Attachment A.
(If 2A or 2B is checked, go to 5 & 6 to complete this certificate. If 2C or
2D is checked, complete 3A or 3B. If 2E is checked, complete 4.)
3. (Check one)
A. This certificate purports merely to restate but not to change the
provisions of the original Certificate of Incorporation as supplemented and
amended to date, and the provisions of this Restated Certificate of
Incorporation (If 3A is checked, go to 5 & 6 to complete this certificate.)
B. This Restated Certificate of Incorporation shall give effect to the
amendment(s) and purports to restate all those provisions now in effect not
being amended by such new amendment(s). (If 3B is checked, check 4, if true,
and go to 5 & 6 to complete this Certificate.)
4. (Check, if true)
This restated Certificate of Incorporation was adopted by the greatest
vote which would have been required to amend any provision of the Certificate
of Incorporation as in effect before such vote and supersedes such
Certificate of Incorporation.
5. The manner of adopting the resolution was as follows: (Check one A, or
B, or C)
X A. By the board of directors and shareholders, pursuant to Conn.
Gen. Stat. Section 33-360.
Vote of Shareholders: (Check (i) or (ii), and check (iii) if
applicable.)
(i) X No shares are required to be voted as a class; the
shareholder's vote was as follows:
Vote Required for Adoption 34 Vote Favoring Adoption 50
(ii) There are shares of more than one class entitled to vote as a
class. The designation of each class required for adoption of the resolution
and the vote of each class in favor of adoption were as follows:
(Use an 8 1/2 x 11 attached sheet if more space is needed. Conn.
Gen. Stat. Section 1-9.)
(iii) Check here if the corporation has 100 or more recordholders,
as defined in Conn. Gen. Stat. Section 33-311a(a).
B. By the board of directors acting alone, pursuant to Conn. Gen. Stat.
Section 33-360(b)(2) or 33-362(a).
The number of affirmative votes required to adopt such resolution is:
The number of directors' votes in favor of the resolution was:
We hereby declare, under the penalties of false statement, that the
statements made in the foregoing certificate are true:
(Print or Type)
Name of President/Vice President
John B. Keane
Signature
/s/John B. Keane
(Print or Type)
Name of Secretary/Assistant Secretary
Mark A. Joyse
Signature
/s/Mark A. Joyse
C. The corporation does not have any shareholders. The resolution was
adopted by vote of at least two-thirds of the incorporators before the
organization meeting of the corporation, and approved in writing by all
subscribers for shares of the corporation. If there are not subscribers,
state NONE below.
We (at least two-thirds of the incorporators) hereby declare, under the
penalties of false statement, that the statements made in the foregoing
certificate are true.
Signed Incorporator Signed Subscriber
Signed Incorporator Signed Subscriber
Signed Incorporator Signed Subscriber
(Use an 8 1/2 x 11 attached sheet if more space is needed. Conn. Gen. Stat.
Section 1-9)
6. Dated at Berlin, Connecticut this 26th of December, 1996
Rec, CC, GS: (Type or Print)
/s/ Tracy A. DeCredico
Northeast Utilities Service Company
107 Selden Street
Berlin, CT 06037
Please provide filer's name and complete address for mailing receipt
ATTACHMENT A
(Research Park, Inc.)
RESOLVED, that a new Article is hereby added to the Company's Certificate of
Incorporation as follows:
ARTICLE. Effective January 1, 1997, the Company shall indemnify and advance
expenses to an individual made a party to a proceeding because he/she is or
was a Director of the Company under Section 33-771 of the Connecticut General
Statutes, Revision of 1958, as amended. Effective January 1, 1997, the
Company shall also indemnify and advance expenses under Sections 33-770 to
33-778, inclusive, of the Connecticut General Statutes, to any officer,
employee or agent of the company who is not a director to the same extent as
provided to a director.
Exhibit B.8.3
BY-LAWS
RESEARCH PARK, INC.
Amended
March 1, 1982
Amended
January 1, 1997
RESEARCH PARK, INC.
BY-LAWS
ARTICLE I.
MEETINGS OF STOCKHOLDERS
Section 1. All meetings of the stockholders may be held at any place in
the State of Connecticut, the place thereof to be designated in the call
therefor.
Section 2. The annual meeting of the stockholders for the election of
directors shall be held on the third Friday in May, in each year at the hour
designated in the call, or any subsequent time or day to which such meeting
may be adjourned.
Section 3. Notice of the annual meeting of stockholders shall be given
by a written or printed notice, delivered or sent by mail, at least seven
days prior to the meeting, to each stockholder of record appearing on the
books of the Company and entitled to vote at such meeting, at the address in
such books.
Section 4. At all meetings of the stockholders each share entitled to
vote, and represented in person or by proxy, shall be entitled to one vote.
Section 5. At each such annual meeting the directors shall be elected
by ballot, who shall continue in office until the next annual meeting and
until their successors are chosen and qualified. They shall be stockholders,
except that if any company holds a majority of the voting stock of this
Company, one or more directors, executive officers or agents of the company
holding such stock may be chosen directors of this Company, whether they be
stockholders of this Company or not.
Section 6. The notice of any special meeting of stockholders shall
state the purpose of such meeting and no business other than that of which
notice has been so given shall be transacted at such meeting.
Section 7. Notice of all special meetings of stockholders shall be
given by delivering or sending by mail written or printed notice there- of,
stating the purpose of such meeting, to each stockholder appearing on the
books of the Company and entitled to vote at such meeting, at the address
given in such books, at least seven days before the time of meeting, unless
such stockholders shall waive notice or be in attendance at the meeting.
ARTICLE II.
MEETINGS OF DIRECTORS
Section 1. A regular meeting of the Board of Directors shall, if a
quorum is present, be held without notice immediately after the adjourn- ment
of the annual stockholders' meeting or as soon thereafter as convenient for
the purpose of organization. At the first meeting of the Board of Directors
held after the annual stockholders' meeting or at any subsequent meeting, the
Board shall elect by ballot the officers of the Company provided for in
Article IV of these by-laws, who shall hold their offices (subject to the
provisions of Section 4, Article III, of these by-laws) for the ensuing year,
or until the next annual meeting and until their successors are chosen and
qualified.
Section 2. All other regular meetings of the Board of Directors may be
held at such time and place as the Board may determine and fix by resolution.
Section 3. Special meetings of the Board of Directors may be held at
any place within or without the State of Connecticut upon call of the
President, or, in the event of his absence or inability to act, upon the call
of the Vice President entitled under these by-laws to act in place of the
President.
Section 4. Written or printed notice of all special meetings of
directors shall be given to each director personally, or by mail or
telegraph, at least three days previous to the time of meeting unless each
director shall, in writing or by telegraph, waive such notice or be in
attendance at such meeting.
ARTICLE III.
POWERS AND DUTIES OF DIRECTORS
Section 1. The business, property and affairs of the Company shall be
managed by a Board of not less than three nor more than sixteen Directors.
Within these limits, the number of positions on the Board of Directors for
any year shall be the number fixed by resolution of the shareholders or of
the Board of Directors, or, in the absence of such a resolution, shall be the
number of Directors elected at the preceding Annual Meeting of Shareholders.
The Directors so elected shall continue in office until their successors have
been elected and qualified.
Section 2. One-third of the directorships as fixed in accordance with
Section 1 of these by-Laws shall constitute a quorum, except that no quorum
shall consist of less than two Directors. A number less than a quorum may
adjourn from time to time until a quorum is present. In the event of such an
adjournment, notice of the adjourned meeting shall be given to all Directors.
Section 3. The Board of Directors of this Company shall have power to
fill vacancies that may occur in the Board, or any other office, by death,
resignation or otherwise, by a majority vote of the remaining members of the
Board, and the person so chosen shall hold the office until the next annual
election and until his successor shall be elected and qualified.
Section 4. The Board of Directors shall have power to employ such and
so many agents and factors or employees as the interest of the company may
require, and to fix the compensation and define the duties of all of the
officers, agents, factors and employees of the Company. All the officers,
agents, factors and employees of the Company shall be subject to the order of
the Board, shall hold their offices at the pleasure of the Board, and may be
removed at any time by the Board at its discretion.
Section 5. All questions shall be decided by vote of a majority of the
Directors present. The yeas and nays on any question shall be taken and
recorded on the minutes at the request of any director.
ARTICLE IV.
OFFICERS
Section 1. The officers of this corporation shall consist of a
President, one or more Vice-Presidents, a Secretary and a Treasurer, and the
directors may appoint an Assistant Secretary or Assistant Secre- taries and
an Assistant Treasurer or Assistant Treasurers.
Section 2. The offices of Treasurer and Secretary and the offices of
Assistant Treasurer and Assistant Secretary may be held by the same person at
the discretion of the Board.
Section 3. the officers of the Company shall be elected by the Board of
Directors as provided in Section 1, Article II of these by-laws.
ARTICLE V.
PRESIDENT
Section 1. The President shall, when present, preside at all meetings
of the stockholders and directors. He shall execute all con- tracts and other
instruments in behalf of the Company , except as other- wise provided for by
the Board of Directors.
Section 2. The President shall also generally have the powers and
perform the duties which by law and general usage appertain to the office.
Section 3. In the absence or disability of the President and
Vice-Presidents, the directors shall appoint another one of their number
Acting President to perform the duties of the President ad interim.
ARTICLE VI.
VICE-PRESIDENTS
Section 1. The Vice-Presidents shall severally, beginning with the one
first named at the time of their election, perform in his absence or
disability, the duties of the President, and shall perform from time to time
such other duties as may be delegated to them by this board.
ARTICLE VII.
SECRETARY
Section 1. The Secretary shall keep the minutes of all meetings of the
stockholders and the Board of Directors. He shall give notice of all
meetings of the stockholders and the Board of Directors. He shall record all
votes of the Company. He shall carefully preserve and keep in his custody,
in the office of the Company, all letters, contracts, leases, assignments,
deeds and other instruments in writing and docu- ments not properly belonging
to the office of the Treasurer; shall attend to such correspondence of the
company as the Board of Directors shall direct, and shall perform such other
duties as he may be charged with by the Board of Directors.
Section 2. He shall have the custody of the corporate seal of the
Company and shall affix the same to all instruments requiring a seal, which
have been authorized by resolution of the Board of Directors, except
certificates of stock, to which the seal shall be affixed by the Treasurer as
provided for in Article VIII.
ARTICLE VIII.
TREASURER
Section 1. The Treasurer shall have charge of all receipts and
disbursements of the Company, and shall be the custodian of the Company's
funds. He shall have full authority to receive and give receipts for all
moneys due and payable to the Company from any source whatever, and to
endorse checks, drafts and warrants in its name and on its behalf, and full
discharge for the same to give. He shall sign all certificates of stock,
checks, notes and drafts, except as otherwise provided for by the Board of
Directors.
Section 2. He shall affix the corporate seal to all certificates of
stock. He shall also perform such other duties as he may be charged with by
the Board of Directors, or by law.
Section 3. The Treasurer shall execute, if required by the Board, a
bond in the penalty fixed by the Board, with such surety as the Board may
approve, conditioned for the delivery to the President or according to the
order of the Board in case of this decease, resignation or discharge, of all
moneys, bonds, evidences of debt, vouchers, accounts, books, writings and
papers belonging to the Company, received by him or in his possession, charge
or custody, and for the faithful performance of all the duties of his office.
ARTICLE IX.
ASSISTANT TREASURER
Section 1. The Assistant Treasurer shall, in the absence or inability
of the Treasurer, perform all of the duties of the Treasurer, and shall also
perform such other duties as may be from time to time delegated to him or
them by the Board or by the Treasurer.
Section 2. The Assistant Treasurer shall execute, if required by the
Board, a bond in the same manner as the Treasurer, as provided in Section 3,
Article VIII, of these by-laws.
ARTICLE X.
ASSISTANT SECRETARY
Section 1. The Assistant Secretary shall, in the absence or inability
of the Secretary, perform all the duties of the Secretary, and shall also
perform such other duties as may be from time to time dele- gated to him or
them by the Board or by the Secretary.
ARTICLE XI.
CORPORATE SEAL
Section 1. The Corporate Seal of the Company shall be circular in form,
with the name of the Company inscribed thereon.
ARTICLE XII.
AMENDMENTS
Section 1. These by-laws may be altered, amended, added to or repealed
at any annual meeting of the stockholders by a majority vote of all the stock
entitled to vote, or at any special meeting called for that purpose, or by a
majority of the Directors of the Company at any meeting of said Board of
Directors.
ARTICLE XIII.
COMMITTEES
Section 1. The Board of Directors may appoint such committees as it may
deem proper, and may delegate to such committees any of the powers possessed
by the Board. A majority of any Committee shall have the power to act.
Committees shall keep full records of their proceed- ings, and shall report
the same to each regular meeting of the Board, or when called upon by the
Board.
Exhibit B.9.2
CERTIFICATE AMENDING OR RESTATING CERTIFICATE OF INCORPORATION
61-38 Rev. 9/90
Stock Corporation
STATE OF CONNECTICUT
SECRETARY OF THE STATE
30 TRINITY STREET
HARTFORD, CT 06106
1. Name of Corporation (Please enter name within lines)
The City and Surburban Electric and Gas Company
2. The Certificate of Incorporation is: (Check one)
X A. Amended only, pursuant to Conn., Gen. Stat. Section 33-360
B. Amended only, to cancel authorized shares (state number of shares to be
canceled, the class, the series, if any, and the par value, P.A. 90-107.)
C. Restated only, pursuant to Conn. Gen. Stat. Section 33-362(a)
D. Amended and restated, pursuant to Conn. Gen. Stat. Section
33-362(c).
E. Restated and superseded pursuant to Conn. Gen. Stat. Section
33-362(d).
Set forth here the resolution of amendment and/or restatement. Use an 8 1/2
x 11 attached sheet if more space is needed. Conn. Gen. Stat. Section 1-9.
See Attachment A.
(If 2A or 2B is checked, go to 5 & 6 to complete this certificate. If 2C or
2D is checked, complete 3A or 3B. If 2E is checked, complete 4.)
3. (Check one)
A. This certificate purports merely to restate but not to change the
provisions of the original Certificate of Incorporation as supplemented and
amended to date, and the provisions of this Restated Certificate of
Incorporation (If 3A is checked, go to 5 & 6 to complete this certificate.)
B. This Restated Certificate of Incorporation shall give effect to the
amendment(s) and purports to restate all those provisions now in effect not
being amended by such new amendment(s). (If 3B is checked, check 4, if true,
and go to 5 & 6 to complete this Certificate.)
4. (Check, if true)
This restated Certificate of Incorporation was adopted by the greatest
vote which would have been required to amend any provision of the Certificate
of Incorporation as in effect before such vote and supersedes such
Certificate of Incorporation.
5. The manner of adopting the resolution was as follows: (Check one A, or
B, or C)
X A. By the board of directors and shareholders, pursuant to Conn.
Gen. Stat. Section 33-360.
Vote of Shareholders: (Check (i) or (ii), and check (iii) if
applicable.)
(i) X No shares are required to be voted as a class; the
shareholder's vote was as follows:
Vote Required for Adoption 67 Vote Favoring Adoption 100
(ii) There are shares of more than one class entitled to vote as a
class. The designation of each class required for adoption of the resolution
and the vote of each class in favor of adoption were as follows:
(Use an 8 1/2 x 11 attached sheet if more space is needed. Conn.
Gen. Stat. Section 1-9.)
(iii) Check here if the corporation has 100 or more recordholders,
as defined in Conn. Gen. Stat. Section 33-311a(a).
B. By the board of directors acting alone, pursuant to Conn. Gen. Stat.
Section 33-360(b)(2) or 33-362(a).
The number of affirmative votes required to adopt such resolution is:
The number of directors' votes in favor of the resolution was:
We hereby declare, under the penalties of false statement, that the
statements made in the foregoing certificate are true:
(Print or Type)
Name of President/Vice President
John B. Keane
Signature
/s/John B. Keane
(Print or Type)
Name of Secretary/Assistant Secretary
Mark A. Joyse
Signature
/s/Mark A. Joyse
C. The corporation does not have any shareholders. The resolution was
adopted by vote of at least two-thirds of the incorporators before the
organization meeting of the corporation, and approved in writing by all
subscribers for shares of the corporation. If there are not subscribers,
state NONE below.
We (at least two-thirds of the incorporators) hereby declare, under the
penalties of false statement, that the statements made in the foregoing
certificate are true.
Signed Incorporator Signed Subscriber
Signed Incorporator Signed Subscriber
Signed Incorporator Signed Subscriber
(Use an 8 1/2 x 11 attached sheet if more space is needed. Conn. Gen. Stat.
Section 1-9)
6. Dated at Berlin, Connecticut this 26th of December, 1996
Rec, CC, GS: (Type or Print)
/s/ Tracy A. DeCredico
Northeast Utilities Service Company
107 Selden Street
Berlin, CT 06037
Please provide filer's name and complete address for mailing receipt
ATTACHMENT A
(The City and Surburban Electric and Gas Company)
RESOLVED, that a new Section is hereby added to the Company's Certificate of
Incorporation as follows:
SECTION. Effective January 1, 1997, the Company shall indemnify and advance
expenses to an individual made a party to a proceeding because he/she is or
was a Director of the Company under Section 33-771 of the Connecticut General
Statutes, Revision of 1958, as amended. Effective January 1, 1997, the
Company shall also indemnify and advance expenses under Sections 33-770 to
33-778, inclusive, of the Connecticut General Statutes, to any officer,
employee or agent of the company who is not a director to the same extent as
provided to a director.
Exhibit B.10.3
CERTIFICATE AMENDING OR RESTATING CERTIFICATE OF INCORPORATION
61-38 Rev. 9/90
Stock Corporation
STATE OF CONNECTICUT
SECRETARY OF THE STATE
30 TRINITY STREET
HARTFORD, CT 06106
1. Name of Corporation (Please enter name within lines)
Electric Power Incorporated
2. The Certificate of Incorporation is: (Check one)
X A. Amended only, pursuant to Conn., Gen. Stat. Section 33-360
B. Amended only, to cancel authorized shares (state number of shares to be
canceled, the class, the series, if any, and the par value, P.A. 90-107.)
C. Restated only, pursuant to Conn. Gen. Stat. Section 33-362(a)
D. Amended and restated, pursuant to Conn. Gen. Stat. Section
33-362(c).
E. Restated and superseded pursuant to Conn. Gen. Stat. Section
33-362(d).
Set forth here the resolution of amendment and/or restatement. Use an 8 1/2
x 11 attached sheet if more space is needed. Conn. Gen. Stat. Section 1-9.
See Attachment A.
(If 2A or 2B is checked, go to 5 & 6 to complete this certificate. If 2C or
2D is checked, complete 3A or 3B. If 2E is checked, complete 4.)
3. (Check one)
A. This certificate purports merely to restate but not to change the
provisions of the original Certificate of Incorporation as supplemented and
amended to date, and the provisions of this Restated Certificate of
Incorporation (If 3A is checked, go to 5 & 6 to complete this certificate.)
B. This Restated Certificate of Incorporation shall give effect to the
amendment(s) and purports to restate all those provisions now in effect not
being amended by such new amendment(s). (If 3B is checked, check 4, if true,
and go to 5 & 6 to complete this Certificate.)
4. (Check, if true)
This restated Certificate of Incorporation was adopted by the greatest
vote which would have been required to amend any provision of the Certificate
of Incorporation as in effect before such vote and supersedes such
Certificate of Incorporation.
5. The manner of adopting the resolution was as follows: (Check one A, or
B, or C)
X A. By the board of directors and shareholders, pursuant to Conn.
Gen. Stat. Section 33-360.
Vote of Shareholders: (Check (i) or (ii), and check (iii) if
applicable.)
(i) X No shares are required to be voted as a class; the
shareholder's vote was as follows:
Vote Required for Adoption 67 Vote Favoring Adoption 100
(ii) There are shares of more than one class entitled to vote as a
class. The designation of each class required for adoption of the resolution
and the vote of each class in favor of adoption were as follows:
(Use an 8 1/2 x 11 attached sheet if more space is needed. Conn.
Gen. Stat. Section 1-9.)
(iii) Check here if the corporation has 100 or more recordholders,
as defined in Conn. Gen. Stat. Section 33-311a(a).
B. By the board of directors acting alone, pursuant to Conn. Gen. Stat.
Section 33-360(b)(2) or 33-362(a).
The number of affirmative votes required to adopt such resolution is:
The number of directors' votes in favor of the resolution was:
We hereby declare, under the penalties of false statement, that the
statements made in the foregoing certificate are true:
(Print or Type)
Name of President/Vice President
John B. Keane
Signature
/s/John B. Keane
(Print or Type)
Name of Secretary/Assistant Secretary
Mark A. Joyse
Signature
/s/Mark A. Joyse
C. The corporation does not have any shareholders. The resolution was
adopted by vote of at least two-thirds of the incorporators before the
organization meeting of the corporation, and approved in writing by all
subscribers for shares of the corporation. If there are not subscribers,
state NONE below.
We (at least two-thirds of the incorporators) hereby declare, under the
penalties of false statement, that the statements made in the foregoing
certificate are true.
Signed Incorporator Signed Subscriber
Signed Incorporator Signed Subscriber
Signed Incorporator Signed Subscriber
(Use an 8 1/2 x 11 attached sheet if more space is needed. Conn. Gen. Stat.
Section 1-9)
6. Dated at Berlin, Connecticut this 26th of December, 1996
Rec, CC, GS: (Type or Print)
/s/ Tracy A. DeCredico
Northeast Utilities Service Company
107 Selden Street
Berlin, CT 06037
Please provide filer's name and complete address for mailing receipt
ATTACHMENT A
(Electric Power Incorporated)
RESOLVED, that a new Section is hereby added to the Company's Certificate of
Incorporation as follows:
SECTION. Effective January 1, 1997, the Company shall indemnify and advance
expenses to an individual made a party to a proceeding because he/she is or
was a Director of the Company under Section 33-771 of the Connecticut General
Statutes, Revision of 1958, as amended. Effective January 1, 1997, the
Company shall also indemnify and advance expenses under Sections 33-770 to
33-778, inclusive, of the Connecticut General Statutes, to any officer,
employee or agent of the company who is not a director to the same extent as
provided to a director.
Exhibit B.11.2
CERTIFICATE AMENDING OR RESTATING CERTIFICATE OF INCORPORATION
61-38 Rev. 9/90
Stock Corporation
STATE OF CONNECTICUT
SECRETARY OF THE STATE
30 TRINITY STREET
HARTFORD, CT 06106
1. Name of Corporation (Please enter name within lines)
The Nutmeg Power Company
2. The Certificate of Incorporation is: (Check one)
X A. Amended only, pursuant to Conn., Gen. Stat. Section 33-360
B. Amended only, to cancel authorized shares (state number of shares to be
canceled, the class, the series, if any, and the par value, P.A. 90-107.)
C. Restated only, pursuant to Conn. Gen. Stat. Section 33-362(a)
D. Amended and restated, pursuant to Conn. Gen. Stat. Section
33-362(c).
E. Restated and superseded pursuant to Conn. Gen. Stat. Section
33-362(d).
Set forth here the resolution of amendment and/or restatement. Use an 8 1/2
x 11 attached sheet if more space is needed. Conn. Gen. Stat. Section 1-9.
See Attachment A.
(If 2A or 2B is checked, go to 5 & 6 to complete this certificate. If 2C or
2D is checked, complete 3A or 3B. If 2E is checked, complete 4.)
3. (Check one)
A. This certificate purports merely to restate but not to change the
provisions of the original Certificate of Incorporation as supplemented and
amended to date, and the provisions of this Restated Certificate of
Incorporation (If 3A is checked, go to 5 & 6 to complete this certificate.)
B. This Restated Certificate of Incorporation shall give effect to the
amendment(s) and purports to restate all those provisions now in effect not
being amended by such new amendment(s). (If 3B is checked, check 4, if true,
and go to 5 & 6 to complete this Certificate.)
4. (Check, if true)
This restated Certificate of Incorporation was adopted by the greatest
vote which would have been required to amend any provision of the Certificate
of Incorporation as in effect before such vote and supersedes such
Certificate of Incorporation.
5. The manner of adopting the resolution was as follows: (Check one A, or
B, or C)
X A. By the board of directors and shareholders, pursuant to Conn.
Gen. Stat. Section 33-360.
Vote of Shareholders: (Check (i) or (ii), and check (iii) if
applicable.)
(i) X No shares are required to be voted as a class; the
shareholder's vote was as follows:
Vote Required for Adoption 67 Vote Favoring Adoption 100
(ii) There are shares of more than one class entitled to vote as a
class. The designation of each class required for adoption of the resolution
and the vote of each class in favor of adoption were as follows:
(Use an 8 1/2 x 11 attached sheet if more space is needed. Conn.
Gen. Stat. Section 1-9.)
(iii) Check here if the corporation has 100 or more recordholders,
as defined in Conn. Gen. Stat. Section 33-311a(a).
B. By the board of directors acting alone, pursuant to Conn. Gen. Stat.
Section 33-360(b)(2) or 33-362(a).
The number of affirmative votes required to adopt such resolution is:
The number of directors' votes in favor of the resolution was:
We hereby declare, under the penalties of false statement, that the
statements made in the foregoing certificate are true:
(Print or Type)
Name of President/Vice President
John B. Keane
Signature
/s/John B. Keane
(Print or Type)
Name of Secretary/Assistant Secretary
Mark A. Joyse
Signature
/s/Mark A. Joyse
C. The corporation does not have any shareholders. The resolution was
adopted by vote of at least two-thirds of the incorporators before the
organization meeting of the corporation, and approved in writing by all
subscribers for shares of the corporation. If there are not subscribers,
state NONE below.
We (at least two-thirds of the incorporators) hereby declare, under the
penalties of false statement, that the statements made in the foregoing
certificate are true.
Signed Incorporator Signed Subscriber
Signed Incorporator Signed Subscriber
Signed Incorporator Signed Subscriber
(Use an 8 1/2 x 11 attached sheet if more space is needed. Conn. Gen. Stat.
Section 1-9)
6. Dated at Berlin, Connecticut this 26th of December, 1996
Rec, CC, GS: (Type or Print)
/s/ Tracy A. DeCredico
Northeast Utilities Service Company
107 Selden Street
Berlin, CT 06037
Please provide filer's name and complete address for mailing receipt
ATTACHMENT A
(The Nutmeg Power Company)
RESOLVED, that a new Section is hereby added to the Company's Certificate of
Incorporation as follows:
SECTION. Effective January 1, 1997, the Company shall indemnify and advance
expenses to an individual made a party to a proceeding because he/she is or
was a Director of the Company under Section 33-771 of the Connecticut General
Statutes, Revision of 1958, as amended. Effective January 1, 1997, the
Company shall also indemnify and advance expenses under Sections 33-770 to
33-778, inclusive, of the Connecticut General Statutes, to any officer,
employee or agent of the company who is not a director to the same extent as
provided to a director.
Exhibit B.11.3
BY-LAWS
THE NUTMEG POWER COMPANY
By-Laws Adopted
July 19, 1954
Amended
January 1, 1997
THE NUTMEG POWER COMPANY
BY-LAWS
ARTICLE I.
General
Section 1. These by-laws are intended to supplement and implement
applicable provisions of law and of the charter of this Company with respect
to the regulation of the affairs of this Company.
ARTICLE II.
Meetings of Stockholders
Section 1. Any meeting of the stockholders may be held at any
place in the State of Connecticut, the place thereof to be designated in the
call therefor.
Section 2. The annual meeting of the stockholders shall be held in
March in each year at the place, on the day and at the hour designated in the
call therefor.
ARTICLE III.
Directors
Section 1. The property and affairs of the Company shall be
managed by a Board of not less than three nor more than fifteen directors,
who shall be chosen at the annual meeting of the stockholders. The directors
shall be stockholders, except that if any company holds stock of this
Company, one or more directors, executive officers or agents of the company
holding such stock may be chosen directors of this Company, whether they be
stockholders of this Company or not.
Section 2. The Board of Directors shall have power to choose,
appoint and employ such officers, employees and agents as they may deem the
interest of the Company requires and to fix the compensation and define the
powers and duties of all such officers, employees and agents. All such
officers, employees and agents shall be subject to the order of the Board,
shall hold their offices at the pleasure of the Board, and may be removed at
any time by the Board at its discretion.
ARTICLE IV.
Meetings of Directors
Section 1. A regular meeting of the Board of Directors shall be
held without notice immediately after the annual stockholders' meeting or as
soon thereafter as convenient for the purpose of organization. At such
meeting the Board shall choose and appoint the officers of the Company who
shall hold their offices (subject to the provisions of Section 2, Article III
of these by-laws) for the ensuing year or until the next annual meeting and
until their successors are chosen and qualify.
Section 2. All other regular meetings of the Board of Directors
may be held at such time and place as the Board may determine and fix by
resolution.
Section 3. Special meetings of the Board of Directors may be held
at any place upon call of the President, or in the event of his absence or
inability to act, upon call of a Vice President, or upon call of any three or
more directors.
Section 4. Written or printed notice of the time and place of all
special meetings of the Board of Directors shall be given to each director
personally, or by mail or telegraph at his last-known post office address, at
least three days prior to the time of the meeting, provided that any one or
more directors, as to himself or themselves, may waive such notice, in
writing or by telegraph, or by attendance at such meeting.
Section 5. A majority of the members of the Board of Directors
shall constitute a quorum. Except as otherwise provided by law or these
by-laws, all questions shall be decided by vote of a majority of the
directors present at any meeting of the Board.
ARTICLE V.
Officers
Section 1. The officers of this Company shall consist of a
President, one or more Vice Presidents, a Secretary, a Treasurer and such
other officers as the Board of Directors may from time to time appoint.
Section 2. In addition to such powers and duties as the Board of
Directors may prescribe, and except as may be otherwise provided by the
Board, each officer shall generally have the powers to perform the duties
which by law and general usage appertain to his particular office.
ARTICLE VI.
Committees
Section 1. The Board of Directors, by affirmative vote of a
majority of the whole Board, may appoint from the directors an executive
committee and such other committees as it may deem judicious and proper and
may, to the extent permitted by law, delegate to such committees any of the
powers of the Board. A majority of any committee shall have the power to
act. Committees shall keep full records of their proceedings and shall
report the same when called upon by the Board.
ARTICLE VII.
Corporate Seal
Section 1. The corporate seal of the Company shall be circular in
form with the name of the Company inscribed thereon.
ARTICLE IX.
Amendments
Section 1. These by-laws may be altered, amended, added to or
repealed at any meeting of the stockholders called for the purpose or by an
affirmative vote of a majority of the Board of Directors at any meeting of
the Board called for the purpose.
Exhibit B.12.2
CERTIFICATE AMENDING OR RESTATING CERTIFICATE OF INCORPORATION
61-38 Rev. 9/90
Stock Corporation
STATE OF CONNECTICUT
SECRETARY OF THE STATE
30 TRINITY STREET
HARTFORD, CT 06106
1. Name of Corporation (Please enter name within lines)
The Connecticut Steam Company
2. The Certificate of Incorporation is: (Check one)
X A. Amended only, pursuant to Conn., Gen. Stat. Section 33-360
B. Amended only, to cancel authorized shares (state number of shares to be
canceled, the class, the series, if any, and the par value, P.A. 90-107.)
C. Restated only, pursuant to Conn. Gen. Stat. Section 33-362(a)
D. Amended and restated, pursuant to Conn. Gen. Stat. Section
33-362(c).
E. Restated and superseded pursuant to Conn. Gen. Stat. Section
33-362(d).
Set forth here the resolution of amendment and/or restatement. Use an 8 1/2
x 11 attached sheet if more space is needed. Conn. Gen. Stat. Section 1-9.
See Attachment A.
(If 2A or 2B is checked, go to 5 & 6 to complete this certificate. If 2C or
2D is checked, complete 3A or 3B. If 2E is checked, complete 4.)
3. (Check one)
A. This certificate purports merely to restate but not to change the
provisions of the original Certificate of Incorporation as supplemented and
amended to date, and the provisions of this Restated Certificate of
Incorporation (If 3A is checked, go to 5 & 6 to complete this certificate.)
B. This Restated Certificate of Incorporation shall give effect to the
amendment(s) and purports to restate all those provisions now in effect not
being amended by such new amendment(s). (If 3B is checked, check 4, if true,
and go to 5 & 6 to complete this Certificate.)
4. (Check, if true)
This restated Certificate of Incorporation was adopted by the greatest
vote which would have been required to amend any provision of the Certificate
of Incorporation as in effect before such vote and supersedes such
Certificate of Incorporation.
5. The manner of adopting the resolution was as follows: (Check one A, or
B, or C)
X A. By the board of directors and shareholders, pursuant to Conn.
Gen. Stat. Section 33-360.
Vote of Shareholders: (Check (i) or (ii), and check (iii) if
applicable.)
(i) X No shares are required to be voted as a class; the
shareholder's vote was as follows:
Vote Required for Adoption 67 Vote Favoring Adoption 100
(ii) There are shares of more than one class entitled to vote as a
class. The designation of each class required for adoption of the resolution
and the vote of each class in favor of adoption were as follows:
(Use an 8 1/2 x 11 attached sheet if more space is needed. Conn.
Gen. Stat. Section 1-9.)
(iii) Check here if the corporation has 100 or more recordholders,
as defined in Conn. Gen. Stat. Section 33-311a(a).
B. By the board of directors acting alone, pursuant to Conn. Gen. Stat.
Section 33-360(b)(2) or 33-362(a).
The number of affirmative votes required to adopt such resolution is:
The number of directors' votes in favor of the resolution was:
We hereby declare, under the penalties of false statement, that the
statements made in the foregoing certificate are true:
(Print or Type)
Name of President/Vice President
John B. Keane
Signature
/s/John B. Keane
(Print or Type)
Name of Secretary/Assistant Secretary
Mark A. Joyse
Signature
/s/Mark A. Joyse
C. The corporation does not have any shareholders. The resolution was
adopted by vote of at least two-thirds of the incorporators before the
organization meeting of the corporation, and approved in writing by all
subscribers for shares of the corporation. If there are not subscribers,
state NONE below.
We (at least two-thirds of the incorporators) hereby declare, under the
penalties of false statement, that the statements made in the foregoing
certificate are true.
Signed Incorporator Signed Subscriber
Signed Incorporator Signed Subscriber
Signed Incorporator Signed Subscriber
(Use an 8 1/2 x 11 attached sheet if more space is needed. Conn. Gen. Stat.
Section 1-9)
6. Dated at Berlin, Connecticut this 26th of December, 1996
Rec, CC, GS: (Type or Print)
/s/ Tracy A. DeCredico
Northeast Utilities Service Company
107 Selden Street
Berlin, CT 06037
Please provide filer's name and complete address for mailing receipt
ATTACHMENT A
(The Connecticut Steam Company)
RESOLVED, that a new Section is hereby added to the Company's Certificate of
Incorporation as follows:
SECTION. Effective January 1, 1997, the Company shall indemnify and advance
expenses to an individual made a party to a proceeding because he/she is or
was a Director of the Company under Section 33-771 of the Connecticut General
Statutes, Revision of 1958, as amended. Effective January 1, 1997, the
Company shall also indemnify and advance expenses under Sections 33-770 to
33-778, inclusive, of the Connecticut General Statutes, to any officer,
employee or agent of the company who is not a director to the same extent as
provided to a director.
Exhibit B.12.3
BY-LAWS
THE CONNECTICUT STEAM COMPANY
By-Laws Adopted
April 27, 1965
Amended
January 1, 1997
THE CONNECTICUT STEAM COMPANY
BY-LAWS
ARTICLE I.
General
Section 1. These by-laws are intended to supplement and implement
applicable provisions of law and of the charter of this Company with respect
to the regulation of the affairs of this Company.
ARTICLE II.
Meetings of Shareholders
Section 1. Any meeting of the shareholders may be held at any
place in the State of Connecticut, the place thereof to be designated in the
call therefor.
Section 2. The annual meeting of the shareholders shall be held in
March or April in each year at the place, on the day and at the hour
designated by the Board of Directors.
ARTICLE III.
Directors
Section 1. The property and affairs of the Company shall be
managed by a Board of not less than three nor more than ten directors. The
number of directorships at any time within such maximum and minimum shall be
the number fixed by resolution of the shareholders or Board of Directors or,
in the absence of such a resolution, shall be the number of directors elected
at the preceding annual meeting of the shareholders.
Section 2. The Board of Directors shall have power to choose,
appoint and employ such officers, employees and agents as they may deem the
interest of the Company requires and to fix the compensation and define the
powers and duties of all such officers, employees and agents. All such
officers, employees and agents shall be subject to the order of the Board,
shall hold their offices at the pleasure of the Board, and may be removed at
any time by the Board at its discretion.
ARTICLE IV.
Meetings of Directors
Section 1. A regular meeting of the Board of Directors shall be
held without notice immediately after the annual shareholders' meeting or as
soon thereafter as convenient for the purpose of organization. At such
meeting the Board shall choose and appoint the officers of the Company who
shall hold their offices (subject to the provisions of Section 2, Article III
of these by-laws) for the ensuing year or until the next annual meeting and
until their successors are chosen and qualify.
Section 2. All other regular meetings of the Board of Directors
may be held at such time and place as the Board may determine and fix by
resolution.
Section 3. Special meetings of the Board of Directors may be held
at any place upon call of the President, or in the event of his absence or
inability to act, upon call of a Vice President, or upon call of any three or
more directors.
Section 4. Oral, written or printed notice of the time and place
of all special meetings of the Board of Directors shall be given to each
director personally or by telephone, or by mail or telegraph at his
last-known post office address, at least two days prior to the time of the
meeting, provided that any one or more directors, as to himself or
themselves, may waive such notice, in writing or by telegraph, or by
attendance at such meeting.
Section 5. A majority of the number of directorships at the time
shall constitute a quorum. Except as otherwise provided by law or these
by-laws, all questions shall be decided by vote of a majority of the
directors present at any meeting of the Board at which a quorum is present.
ARTICLE V.
Officers
Section 1. The officers of this Company shall consist of a Presi-
dent, one or more Vice Presidents, a secretary, a Treasurer and such other
officers, as the Board of Directors may from time to time choose or appoint.
Section 2. In addition to such powers and duties as the Board of
Directors may prescribe, and except as may be otherwise provided by the
Board, each officer shall generally have the powers and perform the duties
which by law and general usage appertain to his particular office.
ARTICLE VI.
Corporate Seal
Section 1. The corporate seal of the Company shall be circular in
form with the name of the Company inscribed thereon.
ARTICLE VII.
Amendments
Section 1. These by-laws may be altered, amended, added to or
repealed by an affirmative vote of the holders of a majority of the voting
power of shares entitled to vote thereon at any meeting of the shareholders
called for the purpose or by an affirmative vote of directors holding a
majority of the number of directorships at any meeting of the Board called
for the purpose.
Exhibit B.13.2
CERTIFICATE AMENDING OR RESTATING CERTIFICATE OF INCORPORATION
61-38 Rev. 9/90
Stock Corporation
STATE OF CONNECTICUT
SECRETARY OF THE STATE
30 TRINITY STREET
HARTFORD, CT 06106
1. Name of Corporation (Please enter name within lines)
The Connecticut Transmission Corporation
2. The Certificate of Incorporation is: (Check one)
X A. Amended only, pursuant to Conn., Gen. Stat. Section 33-360
B. Amended only, to cancel authorized shares (state number of shares to be
canceled, the class, the series, if any, and the par value, P.A. 90-107.)
C. Restated only, pursuant to Conn. Gen. Stat. Section 33-362(a)
D. Amended and restated, pursuant to Conn. Gen. Stat. Section
33-362(c).
E. Restated and superseded pursuant to Conn. Gen. Stat. Section
33-362(d).
Set forth here the resolution of amendment and/or restatement. Use an 8 1/2
x 11 attached sheet if more space is needed. Conn. Gen. Stat. Section 1-9.
See Attachment A.
(If 2A or 2B is checked, go to 5 & 6 to complete this certificate. If 2C or
2D is checked, complete 3A or 3B. If 2E is checked, complete 4.)
3. (Check one)
A. This certificate purports merely to restate but not to change the
provisions of the original Certificate of Incorporation as supplemented and
amended to date, and the provisions of this Restated Certificate of
Incorporation (If 3A is checked, go to 5 & 6 to complete this certificate.)
B. This Restated Certificate of Incorporation shall give effect to the
amendment(s) and purports to restate all those provisions now in effect not
being amended by such new amendment(s). (If 3B is checked, check 4, if true,
and go to 5 & 6 to complete this Certificate.)
4. (Check, if true)
This restated Certificate of Incorporation was adopted by the greatest
vote which would have been required to amend any provision of the Certificate
of Incorporation as in effect before such vote and supersedes such
Certificate of Incorporation.
5. The manner of adopting the resolution was as follows: (Check one A, or
B, or C)
X A. By the board of directors and shareholders, pursuant to Conn.
Gen. Stat. Section 33-360.
Vote of Shareholders: (Check (i) or (ii), and check (iii) if
applicable.)
(i) X No shares are required to be voted as a class; the
shareholder's vote was as follows:
Vote Required for Adoption 67 Vote Favoring Adoption 100
(ii) There are shares of more than one class entitled to vote as a
class. The designation of each class required for adoption of the resolution
and the vote of each class in favor of adoption were as follows:
(Use an 8 1/2 x 11 attached sheet if more space is needed. Conn.
Gen. Stat. Section 1-9.)
(iii) Check here if the corporation has 100 or more recordholders,
as defined in Conn. Gen. Stat. Section 33-311a(a).
B. By the board of directors acting alone, pursuant to Conn. Gen. Stat.
Section 33-360(b)(2) or 33-362(a).
The number of affirmative votes required to adopt such resolution is:
The number of directors' votes in favor of the resolution was:
We hereby declare, under the penalties of false statement, that the
statements made in the foregoing certificate are true:
(Print or Type)
Name of President/Vice President
John B. Keane
Signature
/s/John B. Keane
(Print or Type)
Name of Secretary/Assistant Secretary
Mark A. Joyse
Signature
/s/Mark A. Joyse
C. The corporation does not have any shareholders. The resolution was
adopted by vote of at least two-thirds of the incorporators before the
organization meeting of the corporation, and approved in writing by all
subscribers for shares of the corporation. If there are not subscribers,
state NONE below.
We (at least two-thirds of the incorporators) hereby declare, under the
penalties of false statement, that the statements made in the foregoing
certificate are true.
Signed Incorporator Signed Subscriber
Signed Incorporator Signed Subscriber
Signed Incorporator Signed Subscriber
(Use an 8 1/2 x 11 attached sheet if more space is needed. Conn. Gen. Stat.
Section 1-9)
6. Dated at Berlin, Connecticut this 26th of December, 1996
Rec, CC, GS: (Type or Print)
/s/ Tracy A. DeCredico
Northeast Utilities Service Company
107 Selden Street
Berlin, CT 06037
Please provide filer's name and complete address for mailing receipt
ATTACHMENT A
(The Connecticut Transmission Corporation)
RESOLVED, that a new Section is hereby added to the Company's Certificate of
Incorporation as follows:
SECTION. Effective January 1, 1997, the Company shall indemnify and advance
expenses to an individual made a party to a proceeding because he/she is or
was a Director of the Company under Section 33-771 of the Connecticut General
Statutes, Revision of 1958, as amended. Effective January 1, 1997, the
Company shall also indemnify and advance expenses under Sections 33-770 to
33-778, inclusive, of the Connecticut General Statutes, to any officer,
employee or agent of the company who is not a director to the same extent as
provided to a director.
Exhibit B.16.2
CERTIFICATE AMENDING OR RESTATING CERTIFICATE OF INCORPORATION
61-38 Rev. 9/90
Stock Corporation
STATE OF CONNECTICUT
SECRETARY OF THE STATE
30 TRINITY STREET
HARTFORD, CT 06106
1. Name of Corporation (Please enter name within lines)
Northeast Utilities Service Company
2. The Certificate of Incorporation is: (Check one)
X A. Amended only, pursuant to Conn., Gen. Stat. Section 33-360
B. Amended only, to cancel authorized shares (state number of shares to be
canceled, the class, the series, if any, and the par value, P.A. 90-107.)
C. Restated only, pursuant to Conn. Gen. Stat. Section 33-362(a)
D. Amended and restated, pursuant to Conn. Gen. Stat. Section
33-362(c).
E. Restated and superseded pursuant to Conn. Gen. Stat. Section
33-362(d).
Set forth here the resolution of amendment and/or restatement. Use an 8 1/2
x 11 attached sheet if more space is needed. Conn. Gen. Stat. Section 1-9.
See Attachment A.
(If 2A or 2B is checked, go to 5 & 6 to complete this certificate. If 2C or
2D is checked, complete 3A or 3B. If 2E is checked, complete 4.)
3. (Check one)
A. This certificate purports merely to restate but not to change the
provisions of the original Certificate of Incorporation as supplemented and
amended to date, and the provisions of this Restated Certificate of
Incorporation (If 3A is checked, go to 5 & 6 to complete this certificate.)
B. This Restated Certificate of Incorporation shall give effect to the
amendment(s) and purports to restate all those provisions now in effect not
being amended by such new amendment(s). (If 3B is checked, check 4, if true,
and go to 5 & 6 to complete this Certificate.)
4. (Check, if true)
This restated Certificate of Incorporation was adopted by the greatest
vote which would have been required to amend any provision of the Certificate
of Incorporation as in effect before such vote and supersedes such
Certificate of Incorporation.
5. The manner of adopting the resolution was as follows: (Check one A, or
B, or C)
X A. By the board of directors and shareholders, pursuant to Conn.
Gen. Stat. Section 33-360.
Vote of Shareholders: (Check (i) or (ii), and check (iii) if
applicable.)
(i) X No shares are required to be voted as a class; the
shareholder's vote was as follows:
Vote Required for Adoption 1 Vote Favoring Adoption 1
(ii) There are shares of more than one class entitled to vote as a
class. The designation of each class required for adoption of the resolution
and the vote of each class in favor of adoption were as follows:
(Use an 8 1/2 x 11 attached sheet if more space is needed. Conn.
Gen. Stat. Section 1-9.)
(iii) Check here if the corporation has 100 or more recordholders,
as defined in Conn. Gen. Stat. Section 33-311a(a).
B. By the board of directors acting alone, pursuant to Conn. Gen. Stat.
Section 33-360(b)(2) or 33-362(a).
The number of affirmative votes required to adopt such resolution is:
The number of directors' votes in favor of the resolution was:
We hereby declare, under the penalties of false statement, that the
statements made in the foregoing certificate are true:
(Print or Type)
Name of President/Vice President
John B. Keane
Signature
/s/John B. Keane
(Print or Type)
Name of Secretary/Assistant Secretary
Mark A. Joyse
Signature
/s/Mark A. Joyse
C. The corporation does not have any shareholders. The resolution was
adopted by vote of at least two-thirds of the incorporators before the
organization meeting of the corporation, and approved in writing by all
subscribers for shares of the corporation. If there are not subscribers,
state NONE below.
We (at least two-thirds of the incorporators) hereby declare, under the
penalties of false statement, that the statements made in the foregoing
certificate are true.
Signed Incorporator Signed Subscriber
Signed Incorporator Signed Subscriber
Signed Incorporator Signed Subscriber
(Use an 8 1/2 x 11 attached sheet if more space is needed. Conn. Gen. Stat.
Section 1-9)
6. Dated at Berlin, Connecticut this 26th of December, 1996
Rec, CC, GS: (Type or Print)
/s/ Tracy A. DeCredico
Northeast Utilities Service Company
107 Selden Street
Berlin, CT 06037
Please provide filer's name and complete address for mailing receipt
ATTACHMENT A
(Northeast Utilities Service Company)
RESOLVED, that a new Article FIFTH is hereby added to the Company's
Certificate of Incorporation as follows:
ARTICLE FIFTH. Effective January 1, 1997, the Company shall indemnify and
advance expenses to an individual made a party to a proceeding because he/she
is or was a Director of the Company under Section 33-771 of the Connecticut
General Statutes, Revision of 1958, as amended. Effective January 1, 1997,
the Company shall also indemnify and advance expenses under Sections 33-770
to 33-778, inclusive, of the Connecticut General Statutes, to any officer,
employee or agent of the company who is not a director to the same extent as
provided to a director.
Exhibit B.16.3
BY-LAWS
NORTHEAST UTILITIES SERVICE COMPANY
Adopted
October 20, 1965
Amended
March 1, 1982
December 9, 1996
January 1, 1997
NORTHEAST UTILITIES SERVICE COMPANY
BY-LAWS
ARTICLE I
MEETINGS OF SHAREHOLDERS
Section 1. Meetings of shareholders shall be held at the principal
office of the Company or at such other place, either within or without the
State of Connecticut, as shall be designated in the notice of the meeting.
Section 2. The annual meeting of the shareholders shall be held at
such place and at such time as shall be fixed by the Board of Directors.
ARTICLE II
DIRECTORS
Section 1. The business, property and affairs of the Company shall
be managed by a Board of not less than three nor more than sixteen Directors.
Within these limits, the number of positions on the Board of Directors for
any year shall be the number fixed by resolution of the shareholders or of
the Board of Directors, or, in the absence of such a resolution, shall be the
number of Directors elected at the preceding Annual Meeting of Shareholders.
The Directors so elected shall continue in office until their successors have
been elected and qualified.
ARTICLE III
MEETINGS OF DIRECTORS
Section 1. A regular meeting of the Board of Directors shall be
held annually, without notice, directly following the annual meeting of the
shareholders, for the election of officers and the transaction of other
business.
Section 2. All other regular meetings of the Board of Directors
may be held at such time and place as the Board may from time to time
determine and fix by resolution. Special meetings of the Board may be held
at any place upon call of the Chairman (if there be one) or the President,
or, in the event of the absence or inability of either to act, of a Vice
President, or upon call of any three or more directors.
Section 3. Oral or written notice of the time and place of each
special meeting of the Board of Directors shall be given to each director
personally or by telephone, or by mail or telegraph at his last-known post
office address, at least
twenty-four hours prior to the time of the meeting, provided that any
director may waive such notice in writing or by telegraph or by attendance at
such meeting.
Section 4. One-third of the directorships as fixed in accordance
with Section 1 of Article II of these By-Laws shall constitute a quorum,
except that no quorum shall consist of less than two Directors. A number
less than a quorum may adjourn from time to time until a quorum is present.
In the event of such an adjournment, notice of the adjourned meeting shall be
given to all Directors.
ARTICLE IV
OFFICERS
Section 1. At its annual meeting the Board of Directors shall
elect a President, one or more Vice Presidents, a Secretary, a Treasurer and,
if the Board shall so determine, a Chairman, each of whom shall, subject to
the provisions of Art. IV, @3, hereof, hold office until the next annual
election of officers and until his successor shall be elected. The Board
shall also elect at such annual meeting, and may elect at any regular or
special meeting, such other officers as may be required for the prompt and
orderly transaction of the business of the Company. Any vacancy occurring in
any office may be filled at any regular meeting of the Board or at any
special meeting of the Board held for that purpose.
Section 2. In addition to such powers and duties as the Board of
Directors may prescribe, and except as may be otherwise provided by the
Board, each officer shall have the powers and perform the duties which by law
and general usage appertain to his particular office.
Section 3. Any officer may be removed, with or without cause, at
any time by the Board in its discretion.
ARTICLE V
COMMITTEES
Section 1. The Board of Directors, by resolution adopted by the
affirmative vote of directors holding a majority of the directorships, at a
meeting at which a quorum is present, may designate two or more directors to
constitute an executive committee or other committees, which committees shall
have and may exercise all such authority of the Board of Directors as shall
be provided in such resolution. At the time of such appointment, the Board
of Directors may also appoint, in respect to each member of any such
committee, another director to serve as his alternate at any meeting of such
committee which such member is unable to attend. Each alternate shall have,
during his attendance at a meeting of such committee, all the rights and
obligations of a regular member thereof. Any vacancy on any such committee
or among alternate members thereof shall be filled by the Board of Directors.
ARTICLE VI
CORPORATE SEAL
Section 1. The corporate seal of the Company shall be circular in
form with the name of the Company inscribed therein.
ARTICLE VII
AMENDMENTS
Section 1. These by-laws may be altered, amended, added to or
repealed from time to time by an affirmative vote of the holders of a
majority of the voting power of shares entitled to vote thereon at any
meeting of the shareholders called for the purpose or by an affirmative vote
of directors holding a majority of the number of directorships at any meeting
of the Board called for the purpose.
Exhibit B.17.2
CERTIFICATE AMENDING OR RESTATING CERTIFICATE OF INCORPORATION
61-38 Rev. 9/90
Stock Corporation
STATE OF CONNECTICUT
SECRETARY OF THE STATE
30 TRINITY STREET
HARTFORD, CT 06106
1. Name of Corporation (Please enter name within lines)
Northeast Nuclear Energy Company
2. The Certificate of Incorporation is: (Check one)
X A. Amended only, pursuant to Conn., Gen. Stat. Section 33-360
B. Amended only, to cancel authorized shares (state number of shares to be
canceled, the class, the series, if any, and the par value, P.A. 90-107.)
C. Restated only, pursuant to Conn. Gen. Stat. Section 33-362(a)
D. Amended and restated, pursuant to Conn. Gen. Stat. Section
33-362(c).
E. Restated and superseded pursuant to Conn. Gen. Stat. Section
33-362(d).
Set forth here the resolution of amendment and/or restatement. Use an 8 1/2
x 11 attached sheet if more space is needed. Conn. Gen. Stat. Section 1-9.
See Attachment A.
(If 2A or 2B is checked, go to 5 & 6 to complete this certificate. If 2C or
2D is checked, complete 3A or 3B. If 2E is checked, complete 4.)
3. (Check one)
A. This certificate purports merely to restate but not to change the
provisions of the original Certificate of Incorporation as supplemented and
amended to date, and the provisions of this Restated Certificate of
Incorporation (If 3A is checked, go to 5 & 6 to complete this certificate.)
B. This Restated Certificate of Incorporation shall give effect to the
amendment(s) and purports to restate all those provisions now in effect not
being amended by such new amendment(s). (If 3B is checked, check 4, if true,
and go to 5 & 6 to complete this Certificate.)
4. (Check, if true)
This restated Certificate of Incorporation was adopted by the greatest
vote which would have been required to amend any provision of the Certificate
of Incorporation as in effect before such vote and supersedes such
Certificate of Incorporation.
5. The manner of adopting the resolution was as follows: (Check one A, or
B, or C)
X A. By the board of directors and shareholders, pursuant to Conn.
Gen. Stat. Section 33-360.
Vote of Shareholders: (Check (i) or (ii), and check (iii) if
applicable.)
(i) X No shares are required to be voted as a class; the
shareholder's vote was as follows:
Vote Required for Adoption 1000 Vote Favoring Adoption 1500
(ii) There are shares of more than one class entitled to vote as a
class. The designation of each class required for adoption of the resolution
and the vote of each class in favor of adoption were as follows:
(Use an 8 1/2 x 11 attached sheet if more space is needed. Conn.
Gen. Stat. Section 1-9.)
(iii) Check here if the corporation has 100 or more recordholders,
as defined in Conn. Gen. Stat. Section 33-311a(a).
B. By the board of directors acting alone, pursuant to Conn. Gen. Stat.
Section 33-360(b)(2) or 33-362(a).
The number of affirmative votes required to adopt such resolution is:
The number of directors' votes in favor of the resolution was:
We hereby declare, under the penalties of false statement, that the
statements made in the foregoing certificate are true:
(Print or Type)
Name of President/Vice President
John B. Keane
Signature
/s/John B. Keane
(Print or Type)
Name of Secretary/Assistant Secretary
Mark A. Joyse
Signature
/s/Mark A. Joyse
C. The corporation does not have any shareholders. The resolution was
adopted by vote of at least two-thirds of the incorporators before the
organization meeting of the corporation, and approved in writing by all
subscribers for shares of the corporation. If there are not subscribers,
state NONE below.
We (at least two-thirds of the incorporators) hereby declare, under the
penalties of false statement, that the statements made in the foregoing
certificate are true.
Signed Incorporator Signed Subscriber
Signed Incorporator Signed Subscriber
Signed Incorporator Signed Subscriber
(Use an 8 1/2 x 11 attached sheet if more space is needed. Conn. Gen. Stat.
Section 1-9)
6. Dated at Berlin, Connecticut this 26th of December, 1996
Rec, CC, GS: (Type or Print)
/s/ Tracy A. DeCredico
Northeast Utilities Service Company
107 Selden Street
Berlin, CT 06037
Please provide filer's name and complete address for mailing receipt
ATTACHMENT A
(Northeast Nuclear Energy Company)
RESOLVED, that a new Article SEVENTH is hereby added to the Company's
Certificate of Incorporation as follows:
ARTICLE SEVENTH. Effective January 1, 1997, the Company shall indemnify and
advance expenses to an individual made a party to a proceeding because he/she
is or was a Director of the Company under Section 33-771 of the Connecticut
General Statutes, Revision of 1958, as amended. Effective January 1, 1997,
the Company shall also indemnify and advance expenses under Sections 33-770
to 33-778, inclusive, of the Connecticut General Statutes, to any officer,
employee or agent of the company who is not a director to the same extent as
provided to a director.
Exhibit B.17.3
BY-LAWS
NORTHEAST NUCLEAR ENERGY COMPANY
Amended
March 6, 1958
March 29, 1963
October 22, 1965
March 1, 1982
January 1, 1997
NORTHEAST NUCLEAR ENERGY COMPANY
BY-LAWS
ARTICLE I
MEETINGS OF STOCKHOLDERS
Section 1. The annual meeting of the stockholders for the election
of directors and for the transaction of such other business as may properly
be brought before the meeting shall be held in such place in the State of
Connec- ticut and on such day and hour in the months of January, February,
March or April in each year as shall be fixed by the Board of Directors, or
failing action by the Board, by the President, and designated in the call or
on any subsequent time or day to which such meeting may be adjourned.
Section 2. Special meetings of the stockholders may be held when-
ever and as often as the President or any three directors may deem expedient;
and such meetings shall be called upon the written request of the holders of
twenty per cent of the capital stock of the Company entitled to vote.
Section 3. At all meetings of the stockholders each share entitled
to vote, and represented in person or by proxy, shall be entitled to one
vote. A majority in interest of all the stockholders of the Company entitled
to vote, represented in person or by proxy, shall constitute a quorum at all
meetings of the stockholders; but if there be less than a quorum represented
at any meeting, a majority in interest of stockholders so represented may
adjourn the meeting from time to time.
Section 4. Notice of all meetings of stockholders shall be given
by delivering or sending by mail written or printed notice thereof, stating
the purpose of such meeting, to each stockholder appearing on the books of
the Company and entitled to vote at such meeting, at the address given in
such books, at least five days before the time of meeting, unless such
stockholders shall waive notice or be in attendance at the meeting.
ARTICLE II
MEETINGS OF DIRECTORS
Section 1. A regular meeting of the Board of Directors shall, if a
quorum is present, be held without notice immediately after the adjournment
of the annual stockholders' meeting or as soon thereafter as convenient. At
the first meeting of the Board of Directors held after the annual
stockholder's meeting or at any subsequent meeting, the Board shall elect the
officers of the Company provided for in Article IV of these by-laws, who
shall hold their offices until the next annual meeting and until their
successors are chosen and qualified.
Section 2. All other regular meetings of the board of Directors
may be held at such time and place as the Board may determine and fix by
resolution.
Section 3. Special meetings of the Board of Directors may be held
at any place within or without the State of Connecticut upon call of the
President, or, in the event of his absence, refusal or inability to act, upon
the call by the Secretary upon demand of a majority of the members of the
Board.
Section 4. Written or printed notice of all special meetings of
directors shall be given to each director personally, or by mail or
telegraph, at least three days previous to the time of meeting unless each
director shall, in writing or by telegraph, waive such notice or be in
attendance at such meeting.
ARTICLE III
POWERS AND DUTIES OF DIRECTORS
Section 1. The business, property and affairs of the Company shall
be managed by a Board of not less than three nor more than sixteen Directors.
Within these limits, the number of positions on the Board of Directors for
any year shall be the number fixed by resolution of the shareholders or of
the Board of Directors, or, in the absence of such a resolution, shall be the
number of Directors elected at the preceding Annual Meeting of Shareholders.
The Directors so elected shall continue in office until their successors have
been elected and qualified.
Section 2. One-third of the directorships as fixed in accordance
with Section 1 of these By-Laws shall constitute a quorum, except that no
quorum shall consist of less than two Directors. A number less than a quorum
may adjourn from time to time until a quorum is present. In the event of
such an adjournment, notice of the adjourned meeting shall be given to all
Directors.
Section 3. The Board of Directors of this Company shall have power
to fill vacancies that may occur in the Board. or any other office, by death,
resignation or otherwise, by a majority vote of the remaining members of the
Board, and the person so chosen shall hold the office until the next annual
election and until his successor shall be elected and qualified.
ARTICLE IV
OFFICERS
Section 1. The officers of this corporation shall consist of a
President, one or more Vice Presidents, a Secretary, and a Treasurer, to
serve during the pleasure of the Board, and such other officers as the
Directors may appoint from time to time, who shall perform such duties as may
be delegated from time to time by the Directors.
ARTICLE V
PRESIDENT
Section 1. The President shall, when present, preside at all
meetings of the Stockholders and Directors. He shall execute all contracts
and other instruments in behalf of the Company, except as otherwise provided
for by the Board of Directors.
Section 2. The President shall also generally have the powers and
perform the duties which by law and general usage appertain to the office.
Section 3. In the absence or disability of the President, the Vice
Presidents shall severally, beginning with the one first named at the time of
their election, perform the duties of the President, and shall perform from
time to time such other duties as may be delegated to them by the Board of
Directors.
ARTICLE VI
SECRETARY
Section 1. The Secretary shall keep the minutes of all meetings of
the Stockholders and the Board of Directors. He shall give notice of all
meetings of the Stockholders and the Board of Directors. He shall record all
votes of the Company. He shall carefully preserve and keep in his custody,
in the office of the Company, all letters, contracts, leases, assignments,
deeds and other instruments in writing and documents not properly belonging
to the office of the Treasurer; shall attend to such correspondence of the
Company as the Board of Directors shall direct, and shall perform such other
duties as he may be charged with by the Board of Directors.
Section 2. He shall have the custody of the corporate seal of the
Company and shall affix the same to all instruments requiring a seal except
as otherwise provided in these By-Laws.
ARTICLE VII
TREASURER
Section 1. The Treasurer shall have charge of all receipts and
disbursements of the Company, and shall be the custodian of the Company's
funds. He shall have full authority to receive and give receipts for all
moneys due and payable to the Company from any source whatever, and to
endorse checks, drafts and warrants in its name and on its behalf, and full
discharge for the same to give. He shall have the direct charge of the
accounts of the Company, and shall sign all checks, notes, drafts and similar
instruments, except as otherwise provided for by the Board of Directors.
ARTICLE VIII
FISCAL YEAR
The fiscal year of the Company shall begin on the first day of
January and end on the thirty-first day of December of each year.
ARTICLE IX
CORPORATION SEAL
The Corporate Seal of the Company shall be circular in form, with
the name of the Company, "Connecticut", and the word "SEAL" inscribed
thereon.
ARTICLE X
COMMITTEES
The Board of Directors may appoint such committees as it may deem
proper, and may delegate to such committees any of the powers possessed by
the Board. A majority of any Committee shall have the power to act.
Committees shall keep full records of their proceedings, and shall report the
same to each regular meeting of the Board, or when called upon by the Board.
ARTICLE XI
STOCK CERTIFICATES
All stock certificates shall be in such form as the Board of
Directors may prescribe and may bear the facsimile signatures of the
President and the Secretary or Treasurer and a facsimile seal of the Company,
or may be signed by the President of Vice President and the Treasurer or the
Secretary and may be sealed by any of the above officers.
ARTICLE ARTICLE XII
AMENDMENTS
These by-laws may be altered, amended, added to or repealed by a
majority vote of all the stock entitled to vote, at any annual or special
meeting of the Stockholders, called for that purpose, or by a majority of the
Directors of the Company at any meeting of said Board of Directors, called
for that purpose.
Exhibit B.22.2
CERTIFICATE AMENDING OR RESTATING CERTIFICATE OF INCORPORATION
61-38 Rev. 9/90
Stock Corporation
STATE OF CONNECTICUT
SECRETARY OF THE STATE
30 TRINITY STREET
HARTFORD, CT 06106
1. Name of Corporation (Please enter name within lines)
Connecticut Yankee Atomic Power Company
2. The Certificate of Incorporation is: (Check one)
X A. Amended only, pursuant to Conn., Gen. Stat. Section 33-360
B. Amended only, to cancel authorized shares (state number of shares to be
canceled, the class, the series, if any, and the par value, P.A. 90-107.)
C. Restated only, pursuant to Conn. Gen. Stat. Section 33-362(a)
D. Amended and restated, pursuant to Conn. Gen. Stat. Section
33-362(c).
E. Restated and superseded pursuant to Conn. Gen. Stat. Section
33-362(d).
Set forth here the resolution of amendment and/or restatement. Use an 8 1/2
x 11 attached sheet if more space is needed. Conn. Gen. Stat. Section 1-9.
See Attachment A.
(If 2A or 2B is checked, go to 5 & 6 to complete this certificate. If 2C or
2D is checked, complete 3A or 3B. If 2E is checked, complete 4.)
3. (Check one)
A. This certificate purports merely to restate but not to change the
provisions of the original Certificate of Incorporation as supplemented and
amended to date, and the provisions of this Restated Certificate of
Incorporation (If 3A is checked, go to 5 & 6 to complete this certificate.)
B. This Restated Certificate of Incorporation shall give effect to the
amendment(s) and purports to restate all those provisions now in effect not
being amended by such new amendment(s). (If 3B is checked, check 4, if true,
and go to 5 & 6 to complete this Certificate.)
4. (Check, if true)
This restated Certificate of Incorporation was adopted by the greatest
vote which would have been required to amend any provision of the Certificate
of Incorporation as in effect before such vote and supersedes such
Certificate of Incorporation.
5. The manner of adopting the resolution was as follows: (Check one A, or
B, or C)
X A. By the board of directors and shareholders, pursuant to Conn.
Gen. Stat. Section 33-360.
Vote of Shareholders: (Check (i) or (ii), and check (iii) if
applicable.)
(i) X No shares are required to be voted as a class; the
shareholder's vote was as follows:
Vote Required for Adoption 233,334 Vote Favoring Adoption 316,750
(ii) There are shares of more than one class entitled to vote as a
class. The designation of each class required for adoption of the resolution
and the vote of each class in favor of adoption were as follows:
(Use an 8 1/2 x 11 attached sheet if more space is needed. Conn.
Gen. Stat. Section 1-9.)
(iii) Check here if the corporation has 100 or more recordholders,
as defined in Conn. Gen. Stat. Section 33-311a(a).
B. By the board of directors acting alone, pursuant to Conn. Gen. Stat.
Section 33-360(b)(2) or 33-362(a).
The number of affirmative votes required to adopt such resolution is:
The number of directors' votes in favor of the resolution was:
We hereby declare, under the penalties of false statement, that the
statements made in the foregoing certificate are true:
(Print or Type)
Name of President/Vice President
John B. Keane
Signature
/s/John B. Keane
(Print or Type)
Name of Secretary/Assistant Secretary
Mark A. Joyse
Signature
/s/Mark A. Joyse
C. The corporation does not have any shareholders. The resolution was
adopted by vote of at least two-thirds of the incorporators before the
organization meeting of the corporation, and approved in writing by all
subscribers for shares of the corporation. If there are not subscribers,
state NONE below.
We (at least two-thirds of the incorporators) hereby declare, under the
penalties of false statement, that the statements made in the foregoing
certificate are true.
Signed Incorporator Signed Subscriber
Signed Incorporator Signed Subscriber
Signed Incorporator Signed Subscriber
(Use an 8 1/2 x 11 attached sheet if more space is needed. Conn. Gen. Stat.
Section 1-9)
6. Dated at Berlin, Connecticut this 26th of December, 1996
Rec, CC, GS: (Type or Print)
/s/ Tracy A. DeCredico
Northeast Utilities Service Company
107 Selden Street
Berlin, CT 06037
Please provide filer's name and complete address for mailing receipt
ATTACHMENT A
(Connecticut Yankee Atomic Power Company)
RESOLVED, that a new Article FIFTH is hereby added to the Company's
Certificate of Incorporation as follows:
ARTICLE FIFTH. Effective January 1, 1997, the Company shall indemnify and
advance expenses to an individual made a party to a proceeding because he/she
is or was a Director of the Company under Section 33-771 of the Connecticut
General Statutes, Revision of 1958, as amended. Effective January 1, 1997,
the Company shall also indemnify and advance expenses under Sections 33-770
to 33-778, inclusive, of the Connecticut General Statutes, to any officer,
employee or agent of the company who is not a director to the same extent as
provided to a director.
Exhibit B.22.3
BY-LAWS
CONNECTICUT YANKEE ATOMIC POWER COMPANY
Adopted
December 12, 1962
Amended
June 20, 1964
March 4, 1992
June 2, 1993
January 1, 1997
CONNECTICUT YANKEE ATOMIC POWER COMPANY
BY-LAWS
ARTICLE I
GENERAL
Section 1. These by-laws are intended to supplement and implement
applicable provisions of law and of the certificate of incorporation of this
Company with respect to the regulation and management of the affairs of this
Company.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. Any meeting of the stockholders may be held at any
place within or without the State of Connecticut, the place thereof to be
designated in the call therefor.
Section 2. The annual meeting of the stockholders shall be held in
March in each year at the place, on the day and at the hour designated by the
Board of Directors.
Section 3. The Board of Directors may fix a date as the record
date for the purpose of determining stockholders entitled to notice of and to
vote at any meeting of stockholders or any adjournment thereof, or entitled
to receive payment of any distribution, or for any other proper purpose, such
date in any case to be not earlier than the date such action is taken by the
Board of Directors and not more than seventy days, and, in the case of a
meeting of stockholders, not less than ten full days, immediately preceding
the date on which the particular event, requiring such determination of
stockholders, is to occur. In such case, only such stockholders as shall be
stockholders on the record date so fixed shall be entitled to the rights of
stockholders of the Company on the date of the particular event for which the
record date was fixed, notwithstanding the transfer of any shares of stock on
the books of the Company after any such record date so fixed.
ARTICLE III
DIRECTORS
Section 1. The business, property and affairs of the Company shall
be managed by a Board of not less than three nor more than twenty-five
directors. The number of directorships at any time within such maximum and
minimum shall be the number fixed by resolution of the stockholders or Board
of Directors or, in the absence of such a resolution, shall be the number of
directors elected at the preceding annual meeting of the stockholders.
Section 2. The Board of Directors may designate a person who has
been a director of the Company to serve as an emeritus director. Such person
shall not be counted for purposes of determining a quorum and shall not have
voting rights.
Section 3. The Board of Directors shall have power to choose,
appoint and employ such officers, employees and agents as they may deem the
interest of the Company requires and to fix the compensation and define the
powers and duties of all such officers, employees and agents. All such
officers, employees and agents shall be subject to the order of the Board,
shall hold their offices at the pleasure of the Board, and may be removed at
any time by the Board at its discretion.
ARTICLE IV
MEETINGS OF DIRECTORS
Section 1. A regular meeting of the Board of Directors shall be
held without notice immediately after the annual stockholders' meeting or as
soon thereafter as convenient for the purpose of organization. At such
meeting, the Board shall choose and appoint the officers of the Company who
shall hold their offices (subject to the provisions of Section 2, Article III
of these by-laws) for the ensuing year or until the next annual meeting and
until their successors are chosen and qualify.
Section 2. All other regular meetings of the Board of Directors
may be held at such time and place as the Board may determine and fix by
resolution.
Section 3. Special meetings of the Board of Directors may be held
at any place upon call of the President, or, in the event of his absence or
inability to act, upon call of a Vice President, or upon call of any three or
more directors.
Section 4. Oral, written or printed notice of the time and place
of all special meetings of the Board of Directors shall be given to each
director personally or by telephone, or by mail or telegraph at his
last-known post office address, at least two days prior to the time of the
meeting, provided that any one or more directors, as to himself, or
themselves, may waive such notice, in writing or by telegraph, or by
attendance at such meeting.
Section 5. A majority of the number of directorships at the time
shall constitute a quorum. Except as otherwise provided by law or these
by-laws, all questions shall be decided by vote of a majority of the
directors present at any meeting of the Board at which a quorum is present.
Section 6. If all the directors in office at the time severally or
collectively consent in writing to any action to be taken by the Company, and
the number of such directors constitutes a quorum for such action, such
action shall be as valid corporate action as though it had been authorized at
a meeting of the Board of Directors. The Secretary shall file such consents
with the minutes of the meetings of the Board of Directors.
ARTICLE V
OFFICERS
Section 1. The officers of this Company shall consist of a
President, one or more Vice Presidents, a Secretary, a Treasurer and such
other officers, including a Chairman, as the Board of Directors may from time
to time choose or appoint.
Section 2. In addition to such powers and duties as the Board of
Directors may prescribe, and except as may be otherwise provided by the
Board, each officer shall generally have the powers and perform the duties
which by law and general usage appertain to his particular office.
ARTICLE VI
EXECUTION OF PAPERS
Section 1. All deeds, leases, transfers, contracts, bonds, notes,
checks, drafts and other obligations made, accepted or endorsed by the
Company shall be executed by such officer as the Board of Directors may
generally or in particular cases authorize.
ARTICLE VII
COMMITTEES
Section 1. The Board of Directors, by affirmative vote of
directors holding a majority of the number of directorships, may appoint from
the directors an executive committee and such other committees as it may deem
judicious, and may designate one or more directors as alternate members of
any such committee, who may replace any absent or disqualified member at any
meeting of such committee. The Board of Directors may, to the extent
permitted by law, delegate to such committees any of the powers of the Board.
Section 2. A majority of any committee shall have the power to
act, Committees shall keep full records of their proceedings and shall report
the same to the Board of Directors.
ARTICLE VIII
CAPITAL STOCK
Section 1. Each stockholder shall be entitled to a certificate of
the capital stock of the Company owned by him in such form as shall, in
conformity to law, be prescribed from time to time by the Board of Directors.
Such certificate shall bear the seal, or facsimile seal, of the Company and
shall be signed by the President or a Vice President and by the Secretary or
an Assistant Secretary or the Treasurer or an Assistant Treasurer except that
such signatures may be facsimile signatures if such certificate is signed by
a transfer agent, transfer clerk acting on behalf of the company or
registrar. The restriction on transfer imposed by Section 2 of this Article
VIII shall be noted conspicuously on each certificate.
Section 2. The approval of stockholders holding a majority of the
outstanding shares of the Company's capital stock, evidenced either by a vote
duly adopted at a meeting of the stockholders or by the written consents of
the consenting stockholders, shall be required in the case of any sale,
pledge, or other transfer of any share of stock heretofore or hereafter
issued by the Company, except:
(1) a transfer by a corporate stockholder incident to a merger,
consolidation or transfer of all or substantially all its assets to a
successor corporation which shall, as a part of succession, assume all the
obligations of the corporate stockholder to the Company, including without
implied limitation, any contract for the purchase of electric power;
(2) a transfer to secure indebtedness of a corporate stockholder
maturing not less than twelve months from the date thereof, whether to a
pledgee, mortgagee, or trustee for the benefit of the holders of the
securities representing such indebtedness; or
(3) a lien or transfer arising by operation of law or by virtue of the
decree or order of any court of competent jurisdiction.
If any shares are transferred or made subject to a lien in any
transaction permitted by (2) or (3) above, the transferee or lien holder
shall make a written offer of the shares to the Company for purchase prior to
any further sale or other transfer thereof, and the Company or its designees
shall have the right to purchase such shares if within 10 days of receipt of
such offer it notifies the transferee or lien holder in writing that it or
its designees elects to purchase such shares, otherwise such share may be
sold by the transferee or lien holder without regard to the restrictions upon
sale or transfer imposed by this section. If the Company or its designees
elects to purchase such shares, the price to be paid for the shares shall be
the book value thereof as of the end of the month last preceding the date on
which such offer is received by the Company.
For purposes of establishing the value of shares of capital stock under
this Section 2, book value shall be deemed to be the sum of the following:
(a) Par or stated value of Common Stock
(b) Capital or paid-in surplus
(c) Retained earnings or earned surplus
(d) Surplus reserves
after adjustments for (i) mathematical errors and omissions, (ii) any
deferred or unapplied debits, and (iii) any other adjustments necessary to
show assets and liabilities at amounts determined by and recorded in the
accounting records of the Company in accordance with the Uniform System of
Accounts prescribed by the Federal Power Commission for Class A Public
Utilities (or, if said Commission does not have jurisdiction, then in
accordance with the applicable accounting regulations prescribed by the
regulatory body which has primary accounting jurisdiction at the time). The
book value of each share of capital stock is determined by dividing the total
book value by the number of shares outstanding.
In the case of such sale, the sale shall be consummated at the Company's
principal office on such business day (not later than 20 days after the price
is determined) and at such hour during customary business hours as the
purchaser may specify in a written notice given to the seller at least 10
days in advance of the specified date.
Any transfer made in violation of the foregoing restrictions shall be
invalid. The restriction on transfer imposed by this Section 2 shall be
noted conspicuously on each certificate of the capital stock.
ARTICLE IX
CORPORATE SEAL
Section 1. The corporate seal of the Company shall be circular in
form, with the name of the Company inscribed thereon.
ARTICLE X
AMENDMENTS
Section 1. These by-laws may be altered, amended, added to or
repealed by an affirmative vote of the holders of a majority of the voting
power of shares entitled to vote thereon at any meeting of the stockholders
called for the purpose or by an affirmative vote of directors holding a
majority of the number of directorships at any meeting of the Board called
for the purpose.
Exhibit B.25.2
CERTIFICATE AMENDING OR RESTATING CERTIFICATE OF INCORPORATION
61-38 Rev. 9/90
Stock Corporation
STATE OF CONNECTICUT
SECRETARY OF THE STATE
30 TRINITY STREET
HARTFORD, CT 06106
1. Name of Corporation (Please enter name within lines)
Charter Oak Energy, Inc.
2. The Certificate of Incorporation is: (Check one)
X A. Amended only, pursuant to Conn., Gen. Stat. Section 33-360
B. Amended only, to cancel authorized shares (state number of shares to be
canceled, the class, the series, if any, and the par value, P.A. 90-107.)
C. Restated only, pursuant to Conn. Gen. Stat. Section 33-362(a)
D. Amended and restated, pursuant to Conn. Gen. Stat. Section
33-362(c).
E. Restated and superseded pursuant to Conn. Gen. Stat. Section
33-362(d).
Set forth here the resolution of amendment and/or restatement. Use an 8 1/2
x 11 attached sheet if more space is needed. Conn. Gen. Stat. Section 1-9.
See Attachment A.
(If 2A or 2B is checked, go to 5 & 6 to complete this certificate. If 2C or
2D is checked, complete 3A or 3B. If 2E is checked, complete 4.)
3. (Check one)
A. This certificate purports merely to restate but not to change the
provisions of the original Certificate of Incorporation as supplemented and
amended to date, and the provisions of this Restated Certificate of
Incorporation (If 3A is checked, go to 5 & 6 to complete this certificate.)
B. This Restated Certificate of Incorporation shall give effect to the
amendment(s) and purports to restate all those provisions now in effect not
being amended by such new amendment(s). (If 3B is checked, check 4, if true,
and go to 5 & 6 to complete this Certificate.)
4. (Check, if true)
This restated Certificate of Incorporation was adopted by the greatest
vote which would have been required to amend any provision of the Certificate
of Incorporation as in effect before such vote and supersedes such
Certificate of Incorporation.
5. The manner of adopting the resolution was as follows: (Check one A, or
B, or C)
X A. By the board of directors and shareholders, pursuant to Conn.
Gen. Stat. Section 33-360.
Vote of Shareholders: (Check (i) or (ii), and check (iii) if
applicable.)
(i) X No shares are required to be voted as a class; the
shareholder's vote was as follows:
Vote Required for Adoption 67 Vote Favoring Adoption 100
(ii) There are shares of more than one class entitled to vote as a
class. The designation of each class required for adoption of the resolution
and the vote of each class in favor of adoption were as follows:
(Use an 8 1/2 x 11 attached sheet if more space is needed. Conn.
Gen. Stat. Section 1-9.)
(iii) Check here if the corporation has 100 or more recordholders,
as defined in Conn. Gen. Stat. Section 33-311a(a).
B. By the board of directors acting alone, pursuant to Conn. Gen. Stat.
Section 33-360(b)(2) or 33-362(a).
The number of affirmative votes required to adopt such resolution is:
The number of directors' votes in favor of the resolution was:
We hereby declare, under the penalties of false statement, that the
statements made in the foregoing certificate are true:
(Print or Type)
Name of President/Vice President
John B. Keane
Signature
/s/John B. Keane
(Print or Type)
Name of Secretary/Assistant Secretary
Mark A. Joyse
Signature
/s/Mark A. Joyse
C. The corporation does not have any shareholders. The resolution was
adopted by vote of at least two-thirds of the incorporators before the
organization meeting of the corporation, and approved in writing by all
subscribers for shares of the corporation. If there are not subscribers,
state NONE below.
We (at least two-thirds of the incorporators) hereby declare, under the
penalties of false statement, that the statements made in the foregoing
certificate are true.
Signed Incorporator Signed Subscriber
Signed Incorporator Signed Subscriber
Signed Incorporator Signed Subscriber
(Use an 8 1/2 x 11 attached sheet if more space is needed. Conn. Gen. Stat.
Section 1-9)
6. Dated at Berlin, Connecticut this 26th of December, 1996
Rec, CC, GS: (Type or Print)
/s/ Tracy A. DeCredico
Northeast Utilities Service Company
107 Selden Street
Berlin, CT 06037
Please provide filer's name and complete address for mailing receipt
ATTACHMENT A
(Charter Oak Energy, Inc.)
RESOLVED, that a new Article is hereby added to the Company's Certificate of
Incorporation as follows:
ARTICLE. Effective January 1, 1997, the Company shall indemnify and advance
expenses to an individual made a party to a proceeding because he/she is or
was a Director of the Company under Section 33-771 of the Connecticut General
Statutes, Revision of 1958, as amended. Effective January 1, 1997, the
Company shall also indemnify and advance expenses under Sections 33-770 to
33-778, inclusive, of the Connecticut General Statutes, to any officer,
employee or agent of the company who is not a director to the same extent as
provided to a director.
Exhibit B.25.3
BY-LAWS
CHARTER OAK ENERGY, INC.
Adopted
September 28, 1988
Amended
January 1, 1997
CHARTER OAK ENERGY, INC.
BY-LAWS
ARTICLE I
MEETINGS OF SHAREHOLDERS
Section 1. Meetings of the shareholders may be held at such place
either within or without the State of Connecticut as may be designated by the
Board of Directors.
Section 2. The Annual Meeting of Shareholders for the election of
Directors and the transaction of such other business as may properly be
brought before the meeting shall be held in March, April, May, June or July
in each year on the day and at the hour designated by the Board of Directors.
Section 3. Notice of all meetings of shareholders, stating the
day, hour and place thereof, shall be given by a written or printed notice,
delivered or sent by mail, at least ten days but not more than fifty days
prior to the meeting, to each shareholder of record on the books of the
Company and entitled to vote at such meeting, at the address appearing on
such books, unless such shareholder shall waive notice or be in attendance at
the meeting. Notice of a special meeting of shareholders shall state also
the general purpose or purposes of such meeting and no business other than
that of which notice has been so given shall be transacted at such meeting.
Section 4. At all meetings of shareholders each share of Common
Stock entitled to vote, and represented in person or by proxy, shall be
entitled to one vote.
Section 5. The Board of Directors may fix a date as the record
date for the purpose of determining shareholders entitled to notice of and to
vote at any meeting of shareholders or any adjournment thereof, such date in
any case to be not earlier than the date such action is taken by the Board of
Directors and not more than seventy days and not less than ten days
immediately preceding the date of such meeting. In such case only such
shareholders or their legal representatives as shall be shareholders on the
record date so fixed shall be entitled to such notice and to vote at such
meeting or any adjournment thereof, notwithstanding the transfer of any
shares of stock on the books of the Company after any such record date so
fixed.
ARTICLE II
DIRECTORS
Section 1. The business, property and affairs of the Company shall
be managed by a Board of not less than three nor more than sixteen Directors.
Within these limits, the number of positions on the Board of Directors for
any year shall be the number fixed by resolution of the shareholders or of
the Board of Directors, or, in the absence of such a resolution, shall be the
number of Directors elected at the preceding Annual Meeting of Shareholders.
The Directors so elected shall continue in office until their successors have
been elected and qualified, except that a Director shall cease to be in
office upon his death, resignation, lawful removal or court order decreeing
that he is no longer a Director in office.
Section 2. The Board of Directors shall have power to fill
vacancies that may occur in the Board, or any other office, by death,
resignation or otherwise, by a majority vote of the remaining members of the
Board, and the person so chosen shall hold the office until the next Annual
Meeting of Shareholders and until his successor shall be elected and
qualified.
Section 3. The Board of Directors shall have power to employ such
and so many agents and factors or employees as the interests of the Company
may require, and to fix the compensation and define the duties of all of the
officers, agents, factors and employees of the Company. All the officers,
agents, factors and employees of the Company shall be subject to the order of
said Board, shall hold their offices at the pleasure of said Board, and may
be removed at any time by said Board at its discretion.
Section 4. The Board of Directors shall have power to fix from
time to time the compensation of the Directors and the method of payment
thereof.
Section 5. Any one or more Directors may be removed from office at
any time with or without any showing of cause by affirmative vote of the
holders of a majority of the Company's issued and outstanding shares entitled
to vote.
ARTICLE III
MEETINGS OF DIRECTORS
Section 1. A regular meeting of the Board of Directors shall be
held annually, without notice, directly following the annual meeting of the
shareholders, for the election of officers and the transaction of other
business.
Section 2. All other regular meetings of the Board of Directors
may be held at such time and place as the Board may from time to time
determine and fix by resolution. Special meetings of the Board may be held
at any place upon call of the Chairman (if there be one) or the President,
or, in the event of the absence or inability of either to act, of a Vice
President, or upon call of any three or more directors.
Section 3. Oral or written notice of the time and place of each
special meeting of the Board of Directors shall be given to each director
personally or by telephone, or by mail or telegraph at his last-known post
office address, at least twenty-four hours prior to the time of the meeting,
provided that any director may waive such notice in writing or by telegraph
or by attendance at such meeting.
Section 4. One-third of the directorships as fixed in accordance
with Section 1 of Article II of these By-Laws shall constitute a quorum,
except that (subject to the provisions of Article III, Section 3) no quorum
shall consist of less than two Directors. A number less than a quorum may
adjourn from time to time until a quorum is present. In the event of such an
adjournment, notice of the adjourned meeting shall be given to all Directors.
Section 5. Except as otherwise provided by these By-Laws, the act
of a majority of the Directors present at a meeting at which a quorum is
present at the time of the act shall be the act of the Board of Directors.
Section 6. Any resolution in writing concerning action to be
taken by the Company, which resolution is approved and signed by all of the
Directors, severally or collectively, whose number shall constitute a quorum
for such action, shall have the same force and effect as if such action were
authorized at a meeting of the Board of Directors duly called and held for
that purpose, and such resolution, together with the Directors' written
approval thereof, shall be recorded by the Secretary in the minute book of
the Company.
Section 7. A Director or a member of a committee of the Board of
Directors may participate in a meeting of the Board of Directors or of such
committee by means of conference telephone or similar communications
equipment enabling all Directors participating in the meeting to hear one
another, and participation in a meeting in such manner shall constitute
presence in person at such meeting.
ARTICLE IV
OFFICERS
Section 1. At its annual meeting the Board of Directors shall
elect a President, one or more Vice Presidents, a Secretary, a Treasurer and,
if the Board shall so determine, a Chairman, each of whom shall, subject to
the provisions of Article IV, Section 3, hereof, hold office until the next
annual election of officers and until his successor shall have been elected
and qualified. Any two or more offices may be held by the same person except
that the offices of the President and Secretary may not be simultaneously
held by the same person. The Board shall also elect at such annual meeting,
and may elect at any regular or special meeting, such other officers as may
be required for the prompt and orderly transaction of the business of the
Company. Any vacancy occurring in any office may be filled at any regular
meeting of the Board or at any special meeting of the Board held for that
purpose.
Section 2. In addition to such powers and duties as these By-Laws
and the Board of Directors may prescribe, and except as may be otherwise
provided by the Board, each officer shall have the powers and perform the
duties which by law and general usage appertain to his particular office.
Section 3. Any officer may be removed, with or without cause, at
any time by the Board in its discretion. Vacancies among the officers by
reason of death, resignation, removal (with or without cause) or other reason
shall be filled by the Board of Directors.
ARTICLE V
CHAIRMAN AND PRESIDENT
Section 1. The Chairman, if such office shall be filled by the
Directors, shall, when present, preside at all meetings of said Board and of
the stockholders. He shall have such other authority and shall perform such
additional duties as may be assigned to him from time to time by the Board of
Directors.
Section 2. The President shall be the chief executive officer of
the Company and shall be responsible for the general supervision, direction
and control of the business and affairs of the Company. If the Chairman
shall be absent or unable to perform the duties of his office, or if the
office of the Chairman shall not have been filled by the Directors, the
President shall preside at meetings of the Board of Directors and of the
stockholders. He shall have such other authority and shall perform such
additional duties as may be assigned to him from time to time by the Board of
Directors.
ARTICLE VI
VICE PRESIDENTS
Section 1. The Vice Presidents shall have such powers and duties as may
be assigned to them from time to time by the Board of Directors or the
President. One of such Vice Presidents may be designated by said Board as
Executive Vice President and, if so designated, shall exercise the powers and
perform the duties of the President in the absence of the President or if the
President is unable to perform the duties of his office. The Board of
Directors may also designate one or more of such Vice Presidents as Senior
Vice Presidents.
ARTICLE VII
SECRETARY
Section 1. The Secretary shall keep the minutes of all meetings of
the stockholders and of the Board of Directors. He shall give notice of all
meetings of the stockholders and of said Board. He shall record all votes
taken at such meetings. He shall be custodian of all contracts, leases,
assignments, deeds and other instruments in writing and documents not
properly belonging to the office of the Treasurer, and shall perform such
additional duties as may be assigned to him from time to time by the Board of
Directors, the Chairman, the President or by law.
Section 2. He shall have the custody of the Corporate Seal of the
Company and shall affix the same to all instruments requiring a seal except
as otherwise provided in these By-Laws.
ARTICLE VIII
ASSISTANT SECRETARIES
Section 1. One or more Assistant Secretaries shall perform the
duties of the Secretary if the Secretary shall be absent or unable to perform
the duties of his office. The Assistant Secretaries shall perform such
additional duties as may be assigned to them from time to time by the Board
of Directors, the Chairman, the President or the Secretary.
ARTICLE IX
TREASURER
Section 1. The Treasurer shall have charge of all receipts and
disbursements of the Company, and shall be the custodian of the Company's
funds. He shall have full authority to receive and give receipts for all
moneys due and payable to the Company from any source whatever, and give full
discharge for the same, and to endorse checks, drafts and warrants in its
name and on its behalf. He shall sign all checks, notes, drafts and similar
instruments, except as otherwise provided for by the Board of Directors.
Section 2. He shall perform such additional duties as may be
assigned to him from time to time by the Board of Directors, the Chairman,
the President or by law.
ARTICLE X
ASSISTANT TREASURERS
Section 1. One or more Assistant Treasurers shall perform the
duties of the Treasurer if the Treasurer shall be absent or unable to perform
the duties of his office. The Assistant Treasurers shall perform such
additional duties as may assigned to them from time to time by the Board of
Directors, the Chairman, the President or the Treasurer.
ARTICLE XI
COMMITTEES
Section 1. The Board of Directors may designate two or more
Directors to constitute an executive committee or other committees, which
committees shall have and may exercise all such authority of the Board of
Directors as shall be provided in such resolution. At the time of such
appointment, the Board of Directors may also appoint, in respect to each
member of any such committee, another Director to serve as his alternate at
any meeting of such committee which such member is unable to attend. Each
alternate shall have, during his attendance at a meeting of such committee,
all the rights and obligations of a regular member thereof. Any vacancy on
any such committee or among alternate members thereof shall be filled by the
Board of Directors.
ARTICLE XII
STOCK CERTIFICATES
Section 1. All stock certificates, Common and Preferred, may bear
the facsimile signatures of the President or a Vice President and the
Treasurer or an Assistant Treasurer and a facsimile seal of the Company, or
may be signed by the President or a Vice President and the Treasurer or an
Assistant Treasurer or the Secretary or an Assistant Secretary, and may be
sealed by any one of such officers.
ARTICLE XIII
CORPORATE SEAL
Section 1. The corporate seal of the Company shall be circular in
form with the name of the Company inscribed therein.
ARTICLE XIV
AMENDMENTS
Section 1. These by-laws may be altered, amended, added to or
repealed from time to time by an affirmative vote of the holders of a
majority of the voting power of shares entitled to vote thereon at any
meeting of the shareholders called for the purpose or by an affirmative vote
of Directors holding a majority of the number of directorships at any meeting
of the Board of Directors called for the purpose.
Exhibit B.26.2
CERTIFICATE AMENDING OR RESTATING CERTIFICATE OF INCORPORATION
61-38 Rev. 9/90
Stock Corporation
STATE OF CONNECTICUT
SECRETARY OF THE STATE
30 TRINITY STREET
HARTFORD, CT 06106
1. Name of Corporation (Please enter name within lines)
Charter Oak Paris, Inc.
2. The Certificate of Incorporation is: (Check one)
X A. Amended only, pursuant to Conn., Gen. Stat. Section 33-360
B. Amended only, to cancel authorized shares (state number of shares to be
canceled, the class, the series, if any, and the par value, P.A. 90-107.)
C. Restated only, pursuant to Conn. Gen. Stat. Section 33-362(a)
D. Amended and restated, pursuant to Conn. Gen. Stat. Section
33-362(c).
E. Restated and superseded pursuant to Conn. Gen. Stat. Section
33-362(d).
Set forth here the resolution of amendment and/or restatement. Use an 8 1/2
x 11 attached sheet if more space is needed. Conn. Gen. Stat. Section 1-9.
See Attachment A.
(If 2A or 2B is checked, go to 5 & 6 to complete this certificate. If 2C or
2D is checked, complete 3A or 3B. If 2E is checked, complete 4.)
3. (Check one)
A. This certificate purports merely to restate but not to change the
provisions of the original Certificate of Incorporation as supplemented and
amended to date, and the provisions of this Restated Certificate of
Incorporation (If 3A is checked, go to 5 & 6 to complete this certificate.)
B. This Restated Certificate of Incorporation shall give effect to the
amendment(s) and purports to restate all those provisions now in effect not
being amended by such new amendment(s). (If 3B is checked, check 4, if true,
and go to 5 & 6 to complete this Certificate.)
4. (Check, if true)
This restated Certificate of Incorporation was adopted by the greatest
vote which would have been required to amend any provision of the Certificate
of Incorporation as in effect before such vote and supersedes such
Certificate of Incorporation.
5. The manner of adopting the resolution was as follows: (Check one A, or
B, or C)
X A. By the board of directors and shareholders, pursuant to Conn.
Gen. Stat. Section 33-360.
Vote of Shareholders: (Check (i) or (ii), and check (iii) if
applicable.)
(i) X No shares are required to be voted as a class; the
shareholder's vote was as follows:
Vote Required for Adoption 67 Vote Favoring Adoption 100
(ii) There are shares of more than one class entitled to vote as a
class. The designation of each class required for adoption of the resolution
and the vote of each class in favor of adoption were as follows:
(Use an 8 1/2 x 11 attached sheet if more space is needed. Conn.
Gen. Stat. Section 1-9.)
(iii) Check here if the corporation has 100 or more recordholders,
as defined in Conn. Gen. Stat. Section 33-311a(a).
B. By the board of directors acting alone, pursuant to Conn. Gen. Stat.
Section 33-360(b)(2) or 33-362(a).
The number of affirmative votes required to adopt such resolution is:
The number of directors' votes in favor of the resolution was:
We hereby declare, under the penalties of false statement, that the
statements made in the foregoing certificate are true:
(Print or Type)
Name of President/Vice President
John B. Keane
Signature
/s/John B. Keane
(Print or Type)
Name of Secretary/Assistant Secretary
Mark A. Joyse
Signature
/s/Mark A. Joyse
C. The corporation does not have any shareholders. The resolution was
adopted by vote of at least two-thirds of the incorporators before the
organization meeting of the corporation, and approved in writing by all
subscribers for shares of the corporation. If there are not subscribers,
state NONE below.
We (at least two-thirds of the incorporators) hereby declare, under the
penalties of false statement, that the statements made in the foregoing
certificate are true.
Signed Incorporator Signed Subscriber
Signed Incorporator Signed Subscriber
Signed Incorporator Signed Subscriber
(Use an 8 1/2 x 11 attached sheet if more space is needed. Conn. Gen. Stat.
Section 1-9)
6. Dated at Berlin, Connecticut this 26th of December, 1996
Rec, CC, GS: (Type or Print)
/s/ Tracy A. DeCredico
Northeast Utilities Service Company
107 Selden Street
Berlin, CT 06037
Please provide filer's name and complete address for mailing receipt
ATTACHMENT A
(Charter Oak Paris, Inc.)
RESOLVED, that a new Article is hereby added to the Company's Certificate of
Incorporation as follows:
ARTICLE. Effective January 1, 1997, the Company shall indemnify and advance
expenses to an individual made a party to a proceeding because he/she is or
was a Director of the Company under Section 33-771 of the Connecticut General
Statutes, Revision of 1958, as amended. Effective January 1, 1997, the
Company shall also indemnify and advance expenses under Sections 33-770 to
33-778, inclusive, of the Connecticut General Statutes, to any officer,
employee or agent of the company who is not a director to the same extent as
provided to a director.
Exhibit B.26.3
CHARTER OAK (PARIS) INC.
BY-LAWS
ARTICLE I
MEETINGS OF SHAREHOLDERS
Section 1. Meetings of the shareholders may be held at any place within
or without the State of Connecticut fixed by the Board of Directors.
Section 2. The Annual Meeting of Shareholders for the election of
Directors and the transaction of such other business as may properly be
brought before the meeting shall be held in March, April, May, June or July
in each year on the day and at the hour designated by the Board of Directors.
Special meetings of the shareholders may be called by the President, any Vice
President, or by the Board of Directors, and shall be called by the President
upon written request of the holders of not less than one-tenth of the voting
power of all shares entitled to vote at the meeting.
Section 3. Notice of all meetings of shareholders, stating the day,
hour and place thereof, shall be given by a written or printed notice,
delivered or sent by mail, at least ten days but not more than fifty days
prior to the meeting, to each shareholder of record on the books of the
Company and entitled to vote at such meeting, at the address appearing on
such books, unless such shareholder shall waive notice or be in attendance at
the meeting. Notice of a special meeting of shareholders shall state also
the general purpose or purposes of such meeting and no business other than
that of which notice has been so given shall be transacted at such meeting.
Section 4. At all meetings of shareholders each share of Common Stock
entitled to vote, and represented in person or by proxy, shall be entitled to
one vote.
Section 5. The Board of Directors may fix a date as the record date for
the purpose of determining shareholders entitled to notice of and to vote at
any meeting of shareholders or any adjournment thereof, such date in any case
to be not earlier than the date such action is taken by the Board of
Directors and not more than seventy days and not less than ten days
immediately preceding the date of such meeting. In such case only such
shareholders or their legal representatives as shall be shareholders on the
record date so fixed shall be entitled to such notice and to vote at such
meeting or any adjournment thereof, notwithstanding the transfer of any
shares of stock on the books of the Company after any such record date so
fixed.
ARTICLE II
DIRECTORS
Section 1. The business, property and affairs of the Company shall be
managed by a Board of not less than three nor more than sixteen Directors.
Within these limits, the number of positions on the Board of Directors for
any year shall be the number fixed by resolution of the shareholders or of
the Board of Directors, or, in the absence of such a resolution, shall be the
number of Directors elected at the preceding Annual Meeting of Shareholders.
The Directors so elected shall continue in office until their successors have
been elected and qualified, except that a Director shall cease to be in
office upon his death, resignation, lawful removal or court order decreeing
that he is no longer a Director in office.
Section 2. The Board of Directors shall have power to fill vacancies
that may occur in the Board, or any other office, by death, resignation or
otherwise, by a majority vote of the remaining members of the Board, and the
person so chosen shall hold the office until the next Annual Meeting of
Shareholders and until his successor shall be elected and qualified.
Section 3. The Board of Directors shall have power to employ such and
so many agents and factors or employees as the interests of the Company may
require, and to fix the compensation and define the duties of all of the
officers, agents, factors and employees of the Company. All the officers,
agents, factors and employees of the Company shall be subject to the order of
said Board, shall hold their offices at the pleasure of said Board, and may
be removed at any time by said Board at its discretion.
Section 4. The Board of Directors shall have power to fix from time to
time the compensation of the Directors and the method of payment thereof.
Section 5. Any one or more Directors may be removed from office at any
time with or without any showing of cause by affirmative vote of the holders
of a majority of the Company's issued and outstanding shares entitled to
vote.
ARTICLE III
MEETINGS OF DIRECTORS
Section 1. A regular meeting of the Board of Directors shall be held
annually, without notice, directly following the annual meeting of the
shareholders, for the election of officers and the transaction of other
business.
Section 2. All other regular meetings of the Board of Directors may be
held at such time and place as the Board may from time to time determine and
fix by resolution. Special meetings of the Board may be held at any place
upon call of the Chairman (if there be one) or the President, or, in the
event of the absence or inability of either to act, of a Vice President, or
upon call of any three or more directors.
Section 3. Oral or written notice of the time and place of each special
meeting of the Board of Directors shall be given to each director personally
or by telephone, or by mail or telegraph at his last-known post office
address, at least twenty-four hours prior to the time of the meeting,
provided that any director may waive such notice in writing or by telegraph
or by attendance at such meeting.
Section 4. One-third of the directorships as fixed in accordance with
Section 1 of Article II of these By-Laws shall constitute a quorum, except
that (subject to the provisions of Article III, Section 3) no quorum shall
consist of less than two Directors. A number less than a quorum may adjourn
from time to time until a quorum is present. In the event of such an
adjournment, notice of the adjourned meeting shall be given to all Directors.
Section 5. Except as otherwise provided by these By-Laws, the act of a
majority of the Directors present at a meeting at which a quorum is present
at the time of the act shall be the act of the Board of Directors.
Section 6. Any resolution in writing concerning action to be taken by
the Company, which resolution is approved and signed by all of the Directors,
severally or collectively, whose number shall constitute a quorum for such
action, shall have the same force and effect as if such action were
authorized at a meeting of the Board of Directors duly called and held for
that purpose, and such resolution, together with the Directors' written
approval thereof, shall be recorded by the Secretary in the minute book of
the Company.
Section 7. A Director or a member of a committee of the Board of
Directors may participate in a meeting of the Board of Directors or of such
committee by means of conference telephone or similar communications
equipment enabling all Directors participating in the meeting to hear one
another, and participation in a meeting in such manner shall constitute
presence in person at such meeting.
ARTICLE IV
OFFICERS
Section 1. At its annual meeting the Board of Directors shall elect a
President, one or more Vice Presidents, a Secretary, a Treasurer and, if the
Board shall so determine, a Chairman, each of whom shall, subject to the
provisions of Article IV, Section 3, hereof, hold office until the next
annual election of officers and until his successor shall have been elected
and qualified. Any two or more offices may be held by the same person except
that the offices of the President and Secretary may not be simultaneously
held by the same person. The Board shall also elect at such annual meeting,
and may elect at any regular or special meeting, such other officers as may
be required for the prompt and orderly transaction of the business of the
Company. Any vacancy occurring in any office may be filled at any regular
meeting of the Board or at any special meeting of the Board held for that
purpose.
Section 2. In addition to such powers and duties as these By-Laws and
the Board of Directors may prescribe, and except as may be otherwise provided
by the Board, each officer shall have the powers and perform the duties which
by law and general usage appertain to his particular office.
Section 3. Any officer may be removed, with or without cause, at any
time by the Board in its discretion. Vacancies among the officers by reason
of death, resignation, removal (with or without cause) or other reason shall
be filled by the Board of Directors.
ARTICLE V
CHAIRMAN AND PRESIDENT
Section 1. The Chairman, if such office shall be filled by the
Directors, shall, when present, preside at all meetings of said Board and of
the shareholders. He shall have such other authority and shall perform such
additional duties as may be assigned to him from time to time by the Board of
Directors.
Section 2. The President shall be responsible for the general
supervision, direction and control of the business and affairs of the
Company. If the Chairman shall be absent or unable to perform the duties of
his office, or if the office of the Chairman shall not have been filled by
the Directors, the President shall preside at meetings of the Board of
Directors and of the shareholders. He shall have such other authority and
shall perform such additional duties as may be assigned to him from time to
time by the Board of Directors.
ARTICLE VI
VICE PRESIDENTS
Section 1. The Vice Presidents shall have such powers and duties as may
be assigned to them from time to time by the Board of Directors or the
President. One of such Vice Presidents may be designated by said Board as
Executive Vice President and, if so designated, shall exercise the powers and
perform the duties of the President in the absence of the President or if the
President is unable to perform the duties of his office. The Board of
Directors may also designate one or more of such Vice Presidents as Senior
Vice Presidents.
ARTICLE VII
SECRETARY
Section 1. The Secretary shall keep the minutes of all meetings of the
stockholders and of the Board of Directors. He shall give notice of all
meetings of the stockholders and of said Board. He shall record all votes
taken at such meetings. He shall be custodian of all contracts, leases,
assignments, deeds and other instruments in writing and documents not
properly belonging to the office of the Treasurer, and shall perform such
additional duties as may be assigned to him from time to time by the Board of
Directors, the Chairman, the President or by law.
Section 2. He shall have the custody of the Corporate Seal of the
Company and shall affix the same to all instruments requiring a seal except
as otherwise provided in these By-Laws.
ARTICLE VIII
ASSISTANT SECRETARIES
Section 1. One or more Assistant Secretaries shall perform the duties
of the Secretary if the Secretary shall be absent or unable to perform the
duties of his office. The Assistant Secretaries shall perform such
additional duties as may be assigned to them from time to time by the Board
of Directors, the Chairman, the President or the Secretary.
ARTICLE IX
TREASURER
Section 1. The Treasurer shall have charge of all receipts and
disbursements of the Company, and shall be the custodian of the Company's
funds. He shall have full authority to receive and give receipts for all
moneys due and payable to the Company from any source whatever, and give full
discharge for the same, and to endorse checks, drafts and warrants in its
name and on its behalf. He shall sign all checks, notes, drafts and similar
instruments, except as otherwise provided for by the Board of Directors.
Section 2. He shall perform such additional duties as may be assigned
to him from time to time by the Board of Directors, the Chairman, the
President or by law.
ARTICLE X
ASSISTANT TREASURERS
Section 1. One or more Assistant Treasurers shall perform the duties of
the Treasurer if the Treasurer shall be absent or unable to perform the
duties of his office. The Assistant Treasurers shall perform such additional
duties as may assigned to them from time to time by the Board of Directors,
the Chairman, the President or the Treasurer.
ARTICLE XI
COMMITTEES
Section 1. The Board of Directors may designate two or more Directors
to constitute an executive committee or other committees, which committees
shall have and may exercise all such authority of the Board of Directors as
shall be provided in such resolution. At the time of such appointment, the
Board of Directors may also appoint, in respect to each member of any such
committee, another Director to serve as his alternate at any meeting of such
committee which such member is unable to attend. Each alternate shall have,
during his attendance at a meeting of such committee, all the rights and
obligations of a regular member thereof. Any vacancy on any such committee
or among alternate members thereof shall be filled by the Board of Directors.
ARTICLE XII
STOCK CERTIFICATES
Section 1. All stock certificates, Common and Preferred, may bear the
facsimile signatures of the President or a Vice President and the Treasurer
or an Assistant Treasurer and a facsimile seal of the Company, or may be
signed by the President or a Vice President and the Treasurer or an Assistant
Treasurer or the Secretary or an Assistant Secretary, and may be sealed by
any one of such officers.
ARTICLE XII
CORPORATE SEAL
Section 1. The corporate seal of the Company shall be circular in form
with the name of the Company inscribed therein.
ARTICLE XIV
AMENDMENTS
Section 1. These by-laws may be altered, amended, added to or repealed
from time to time by an affirmative vote of the holders of a majority of the
voting power of shares entitled to vote thereon at any meeting of the
shareholders called for the purpose or by an affirmative vote of Directors
holding a majority of the number of directorships at any meeting of the Board
of Directors called for the purpose.
Exhibit B.27.2
CERTIFICATE AMENDING OR RESTATING CERTIFICATE OF INCORPORATION
61-38 Rev. 9/90
Stock Corporation
STATE OF CONNECTICUT
SECRETARY OF THE STATE
30 TRINITY STREET
HARTFORD, CT 06106
1. Name of Corporation (Please enter name within lines)
COE Development Corporation
2. The Certificate of Incorporation is: (Check one)
X A. Amended only, pursuant to Conn., Gen. Stat. Section 33-360
B. Amended only, to cancel authorized shares (state number of shares to be
canceled, the class, the series, if any, and the par value, P.A. 90-107.)
C. Restated only, pursuant to Conn. Gen. Stat. Section 33-362(a)
D. Amended and restated, pursuant to Conn. Gen. Stat. Section
33-362(c).
E. Restated and superseded pursuant to Conn. Gen. Stat. Section
33-362(d).
Set forth here the resolution of amendment and/or restatement. Use an 8 1/2
x 11 attached sheet if more space is needed. Conn. Gen. Stat. Section 1-9.
See Attachment A.
(If 2A or 2B is checked, go to 5 & 6 to complete this certificate. If 2C or
2D is checked, complete 3A or 3B. If 2E is checked, complete 4.)
3. (Check one)
A. This certificate purports merely to restate but not to change the
provisions of the original Certificate of Incorporation as supplemented and
amended to date, and the provisions of this Restated Certificate of
Incorporation (If 3A is checked, go to 5 & 6 to complete this certificate.)
B. This Restated Certificate of Incorporation shall give effect to the
amendment(s) and purports to restate all those provisions now in effect not
being amended by such new amendment(s). (If 3B is checked, check 4, if true,
and go to 5 & 6 to complete this Certificate.)
4. (Check, if true)
This restated Certificate of Incorporation was adopted by the greatest
vote which would have been required to amend any provision of the Certificate
of Incorporation as in effect before such vote and supersedes such
Certificate of Incorporation.
5. The manner of adopting the resolution was as follows: (Check one A, or
B, or C)
X A. By the board of directors and shareholders, pursuant to Conn.
Gen. Stat. Section 33-360.
Vote of Shareholders: (Check (i) or (ii), and check (iii) if
applicable.)
(i) X No shares are required to be voted as a class; the
shareholder's vote was as follows:
Vote Required for Adoption 67 Vote Favoring Adoption 100
(ii) There are shares of more than one class entitled to vote as a
class. The designation of each class required for adoption of the resolution
and the vote of each class in favor of adoption were as follows:
(Use an 8 1/2 x 11 attached sheet if more space is needed. Conn.
Gen. Stat. Section 1-9.)
(iii) Check here if the corporation has 100 or more recordholders,
as defined in Conn. Gen. Stat. Section 33-311a(a).
B. By the board of directors acting alone, pursuant to Conn. Gen. Stat.
Section 33-360(b)(2) or 33-362(a).
The number of affirmative votes required to adopt such resolution is:
The number of directors' votes in favor of the resolution was:
We hereby declare, under the penalties of false statement, that the
statements made in the foregoing certificate are true:
(Print or Type)
Name of President/Vice President
John B. Keane
Signature
/s/John B. Keane
(Print or Type)
Name of Secretary/Assistant Secretary
Mark A. Joyse
Signature
/s/Mark A. Joyse
C. The corporation does not have any shareholders. The resolution was
adopted by vote of at least two-thirds of the incorporators before the
organization meeting of the corporation, and approved in writing by all
subscribers for shares of the corporation. If there are not subscribers,
state NONE below.
We (at least two-thirds of the incorporators) hereby declare, under the
penalties of false statement, that the statements made in the foregoing
certificate are true.
Signed Incorporator Signed Subscriber
Signed Incorporator Signed Subscriber
Signed Incorporator Signed Subscriber
(Use an 8 1/2 x 11 attached sheet if more space is needed. Conn. Gen. Stat.
Section 1-9)
6. Dated at Berlin, Connecticut this 26th of December, 1996
Rec, CC, GS: (Type or Print)
/s/ Tracy A. DeCredico
Northeast Utilities Service Company
107 Selden Street
Berlin, CT 06037
Please provide filer's name and complete address for mailing receipt
ATTACHMENT A
(COE Development Corporation)
RESOLVED, that a new Article is hereby added to the Company's Certificate of
Incorporation as follows:
ARTICLE. Effective January 1, 1997, the Company shall indemnify and advance
expenses to an individual made a party to a proceeding because he/she is or
was a Director of the Company under Section 33-771 of the Connecticut General
Statutes, Revision of 1958, as amended. Effective January 1, 1997, the
Company shall also indemnify and advance expenses under Sections 33-770 to
33-778, inclusive, of the Connecticut General Statutes, to any officer,
employee or agent of the company who is not a director to the same extent as
provided to a director.
Exhibit B.27.3
COE Development Corporation
BY-LAWS
Adopted
November 19, 1992
Amended
January 1, 1997
COE Development Corporation
BY-LAWS
ARTICLE I
MEETINGS OF SHAREHOLDERS
Section 1. Meetings of the shareholders may be held at such place
either within or without the State of Connecticut as may be designated by the
Board of Directors.
Section 2. The Annual Meeting of Shareholders for the election of
Directors and the transaction of such other business as may properly be
brought before the meeting shall be held in March, April, May, June or July
in each year on the day and at the hour designated by the Board of Directors.
Section 3. Notice of all meetings of shareholders, stating the day,
hour and place thereof, shall be given by a written or printed notice,
delivered or sent by mail, at least ten days but not more than fifty days
prior to the meeting, to each shareholder of record on the books of the
Company and entitled to vote at such meeting, at the address appearing on
such books, unless such shareholder shall waive notice or be in attendance at
the meeting. Notice of a special meeting of shareholders shall state also
the general purpose or purposes of such meeting and no business other than
that of which notice has been so given shall be transacted at such meeting.
Section 4. At all meetings of shareholders each share of Common Stock
entitled to vote, and represented in person or by proxy, shall be entitled to
one vote.
Section 5. The Board of Directors may fix a date as the record date for
the purpose of determining shareholders entitled to notice of and to vote at
any meeting of shareholders or any adjournment thereof, such date in any case
to be not earlier than the date such action is taken by the Board of
Directors and not more than seventy days and not less than ten days
immediately preceding the date of such meeting. In such case only such
shareholders or their legal representatives as shall be shareholders on the
record date so fixed shall be entitled to such notice and to vote at such
meeting or any adjournment thereof, notwithstanding the transfer of any
shares of stock on the books of the Company after any such record date so
fixed.
ARTICLE II
DIRECTORS
Section 1. The business, property and affairs of the Company shall
be managed by a Board of not less than three nor more than sixteen
Directors. Notwithstanding the foregoing, the business, property and affairs
of the Company shall be managed by a Board of one director, if only one
director has been elected and qualified, provided there is only one
shareholder of the Company at such time. Within these limits, the number of
positions on the Board of Directors for any year shall be the number fixed by
resolution of the shareholders or of the Board of Directors, or, in the
absence of such a resolution, shall be the number of Directors elected at the
preceding Annual Meeting of Shareholders. The Directors so elected shall
continue in office until their successors have been elected and qualified,
except that a Director shall cease to be in office upon his death,
resignation, lawful removal or court order decreeing that he is no longer a
Director in office.
Section 2. The Board of Directors shall have power to fill
vacancies that may occur in the Board, or any other office, by death,
resignation or otherwise, by a majority vote of the remaining members of the
Board, and the person so chosen shall hold the office until the next Annual
Meeting of Shareholders and until his successor shall be elected and
qualified.
Section 3. The Board of Directors shall have power to employ such
and so many agents and factors or employees as the interests of the Company
may require, and to fix the compensation and define the duties of all of the
officers, agents, factors and employees of the Company. All the officers,
agents, factors and employees of the Company shall be subject to the order of
said Board, shall hold their offices at the pleasure of said Board, and may
be removed at any time by said Board at its discretion.
Section 4. The Board of Directors shall have power to fix from
time to time the compensation of the Directors and the method of payment
thereof.
Section 5. Any one or more Directors may be removed from office at
any time with or without any showing of cause by affirmative vote of the
holders of a majority of the Company's issued and outstanding shares entitled
to vote.
ARTICLE III
MEETINGS OF DIRECTORS
Section 1. A regular meeting of the Board of Directors shall be
held annually, without notice, directly following the annual meeting of the
shareholders, for the election of officers and the transaction of other
business.
Section 2. All other regular meetings of the Board of Directors
may be held at such time and place as the Board may from time to time
determine and fix by resolution. Special meetings of the Board may be held
at any place upon call of the Chairman (if there be one) or the President,
or, in the event of the absence or inability of either to act, of a Vice
President, or upon call of any three or more directors.
Section 3. Oral or written notice of the time and place of each
special meeting of the Board of Directors shall be given to each director
personally or by telephone, or by mail or telegraph at his last-known post
office address, at least twenty-four hours prior to the time of the meeting,
provided that any director may waive such notice in writing or by telegraph
or by attendance at such meeting.
Section 4. One-third of the directorships as fixed in accordance
with Section 1 of Article II of these By-Laws shall constitute a quorum,
except that (subject to the provisions of Article III, Section 3) no quorum
shall consist of less than two Directors. Notwithstanding the foregoing, a
quorum shall consist of one Director if only one Director has been elected
and qualified, provided there is only one shareholder of the Company at such
time. A number less than a quorum may adjourn from time to time until a
quorum is present. In the event of such an adjournment, notice of the
adjourned meeting shall be given to all Directors.
Section 5. Except as otherwise provided by these By-Laws, the act
of a majority of the Directors present at a meeting at which a quorum is
present at the time of the act shall be the act of the Board of Directors.
Section 6. Any resolution in writing concerning action to be
taken by the Company, which resolution is approved and signed by all of the
Directors, severally or collectively, whose number shall constitute a quorum
for such action, shall have the same force and effect as if such action were
authorized at a meeting of the Board of Directors duly called and held for
that purpose, and such resolution, together with the Directors' written
approval thereof, shall be recorded by the Secretary in the minute book of
the Company.
Section 7. A Director or a member of a committee of the Board of
Directors may participate in a meeting of the Board of Directors or of such
committee by means of conference telephone or similar communications
equipment enabling all Directors participating in the meeting to hear one
another, and participation in a meeting in such manner shall constitute
presence in person at such meeting.
ARTICLE IV
OFFICERS
Section 1. At its annual meeting the Board of Directors shall
elect a President, one or more Vice Presidents, a Secretary, a Treasurer and,
if the Board shall so determine, a Chairman, each of whom shall, subject to
the provisions of Article IV, Section 3, hereof, hold office until the next
annual election of officers and until his successor shall have been elected
and qualified. Any two or more offices may be held by the same person except
that the offices of the President and Secretary may not be simultaneously
held by the same person. The Board shall also elect at such annual meeting,
and may elect at any regular or special meeting, such other officers as may
be required for the prompt and orderly transaction of the business of the
Company. Any vacancy occurring in any office may be filled at any regular
meeting of the Board or at any special meeting of the Board held for that
purpose.
Section 2. In addition to such powers and duties as these By-Laws
and the Board of Directors may prescribe, and except as may be otherwise
provided by the Board, each officer shall have the powers and perform the
duties which by law and general usage appertain to his particular office.
Section 3. Any officer may be removed, with or without cause, at
any time by the Board in its discretion. Vacancies among the officers by
reason of death, resignation, removal (with or without cause) or other reason
shall be filled by the Board of Directors.
ARTICLE V
CHAIRMAN AND PRESIDENT
Section 1. The Chairman, if such office shall be filled by the
Directors, shall, when present, preside at all meetings of said Board and of
the stockholders. He shall have such other authority and shall perform such
additional duties as may be assigned to him from time to time by the Board of
Directors.
Section 2. The President shall be the chief executive officer of
the Company and shall be responsible for the general supervision, direction
and control of the business and affairs of the Company. If the Chairman
shall be absent or unable to perform the duties of his office, or if the
office of the Chairman shall not have been filled by the Directors, the
President shall preside at meetings of the Board of Directors and of the
stockholders. He shall have such other authority and shall perform such
additional duties as may be assigned to him from time to time by the Board of
Directors.
ARTICLE VI
VICE PRESIDENTS
Section 1. The Vice Presidents shall have such powers and duties as may
be assigned to them from time to time by the Board of Directors or the
President. One of such Vice Presidents may be designated by said Board as
Executive Vice President and, if so designated, shall exercise the powers and
perform the duties of the President in the absence of the President or if the
President is unable to perform the duties of his office. The Board of
Directors may also designate one or more of such Vice Presidents as Senior
Vice Presidents.
ARTICLE VII
SECRETARY
Section 1. The Secretary shall keep the minutes of all meetings of
the stockholders and of the Board of Directors. He shall give notice of all
meetings of the stockholders and of said Board. He shall record all votes
taken at such meetings. He shall be custodian of all contracts, leases,
assignments, deeds and other instruments in writing and documents not
properly belonging to the office of the Treasurer, and shall perform such
additional duties as may be assigned to him from time to time by the Board of
Directors, the Chairman, the President or by law.
Section 2. He shall have the custody of the Corporate Seal of the
Company and shall affix the same to all instruments requiring a seal except
as otherwise provided in these By-Laws.
ARTICLE VIII
ASSISTANT SECRETARIES
Section 1. One or more Assistant Secretaries shall perform the
duties of the Secretary if the Secretary shall be absent or unable to perform
the duties of his office. The Assistant Secretaries shall perform such
additional duties as may be assigned to them from time to time by the Board
of Directors, the Chairman, the President or the Secretary.
ARTICLE IX
TREASURER
Section 1. The Treasurer shall have charge of all receipts and
disbursements of the Company, and shall be the custodian of the Company's
funds. He shall have full authority to receive and give receipts for all
moneys due and payable to the Company from any source whatever, and give
full discharge for the same, and to endorse checks, drafts and warrants in
its name and on its behalf. He shall sign all checks, notes, drafts and
similar instruments, except as otherwise provided for by the Board of
Directors.
Section 2. He shall perform such additional duties as may be
assigned to him from time to time by the Board of Directors, the Chairman,
the President or by law.
ARTICLE X
ASSISTANT TREASURERS
Section 1. One or more Assistant Treasurers shall perform the
duties of the Treasurer if the Treasurer shall be absent or unable to perform
the duties of his office. The Assistant Treasurers shall perform such
additional duties as may assigned to them from time to time by the Board of
Directors, the Chairman, the President or the Treasurer.
ARTICLE XI
COMMITTEES
Section 1. The Board of Directors may designate two or more
Directors to constitute an executive committee or other committees, which
committees shall have and may exercise all such authority of the Board of
Directors as shall be provided in such resolution. At the time of such
appointment, the Board of Directors may also appoint, in respect to each
member of any such committee, another Director to serve as his alternate at
any meeting of such committee which such member is unable to attend. Each
alternate shall have, during his attendance at a meeting of such committee,
all the rights and obligations of a regular member thereof. Any vacancy on
any such committee or among alternate members thereof shall be filled by the
Board of Directors.
ARTICLE XII
STOCK CERTIFICATES
Section 1. All stock certificates, Common and Preferred, may bear
the facsimile signatures of the President or a Vice President and the
Treasurer or an Assistant Treasurer and a facsimile seal of the Company, or
may be signed by the President or a Vice President and the Treasurer or an
Assistant Treasurer or the Secretary or an Assistant Secretary, and may be
sealed by any one of such officers.
ARTICLE XII
CORPORATE SEAL
Section 1. The corporate seal of the Company shall be circular in
form with the name of the Company inscribed therein.
ARTICLE XIV
AMENDMENTS
Section 1. These by-laws may be altered, amended, added to or
repealed from time to time by an affirmative vote of the holders of a
majority of the voting power of shares entitled to vote thereon at any
meeting of the shareholders called for the purpose or by an affirmative vote
of Directors holding a majority of the number of directorships at any meeting
of the Board of Directors called for the purpose.
Exhibit B.28.2
CERTIFICATE AMENDING OR RESTATING CERTIFICATE OF INCORPORATION
61-38 Rev. 9/90
Stock Corporation
STATE OF CONNECTICUT
SECRETARY OF THE STATE
30 TRINITY STREET
HARTFORD, CT 06106
1. Name of Corporation (Please enter name within lines)
COE (UK) Corp.
2. The Certificate of Incorporation is: (Check one)
X A. Amended only, pursuant to Conn., Gen. Stat. Section 33-360
B. Amended only, to cancel authorized shares (state number of shares to be
canceled, the class, the series, if any, and the par value, P.A. 90-107.)
C. Restated only, pursuant to Conn. Gen. Stat. Section 33-362(a)
D. Amended and restated, pursuant to Conn. Gen. Stat. Section
33-362(c).
E. Restated and superseded pursuant to Conn. Gen. Stat. Section
33-362(d).
Set forth here the resolution of amendment and/or restatement. Use an 8 1/2
x 11 attached sheet if more space is needed. Conn. Gen. Stat. Section 1-9.
See Attachment A.
(If 2A or 2B is checked, go to 5 & 6 to complete this certificate. If 2C or
2D is checked, complete 3A or 3B. If 2E is checked, complete 4.)
3. (Check one)
A. This certificate purports merely to restate but not to change the
provisions of the original Certificate of Incorporation as supplemented and
amended to date, and the provisions of this Restated Certificate of
Incorporation (If 3A is checked, go to 5 & 6 to complete this certificate.)
B. This Restated Certificate of Incorporation shall give effect to the
amendment(s) and purports to restate all those provisions now in effect not
being amended by such new amendment(s). (If 3B is checked, check 4, if true,
and go to 5 & 6 to complete this Certificate.)
4. (Check, if true)
This restated Certificate of Incorporation was adopted by the greatest
vote which would have been required to amend any provision of the Certificate
of Incorporation as in effect before such vote and supersedes such
Certificate of Incorporation.
5. The manner of adopting the resolution was as follows: (Check one A, or
B, or C)
X A. By the board of directors and shareholders, pursuant to Conn.
Gen. Stat. Section 33-360.
Vote of Shareholders: (Check (i) or (ii), and check (iii) if
applicable.)
(i) X No shares are required to be voted as a class; the
shareholder's vote was as follows:
Vote Required for Adoption 3 Vote Favoring Adoption 3
(ii) There are shares of more than one class entitled to vote as a
class. The designation of each class required for adoption of the resolution
and the vote of each class in favor of adoption were as follows:
(Use an 8 1/2 x 11 attached sheet if more space is needed. Conn.
Gen. Stat. Section 1-9.)
(iii) Check here if the corporation has 100 or more recordholders,
as defined in Conn. Gen. Stat. Section 33-311a(a).
B. By the board of directors acting alone, pursuant to Conn. Gen. Stat.
Section 33-360(b)(2) or 33-362(a).
The number of affirmative votes required to adopt such resolution is:
The number of directors' votes in favor of the resolution was:
We hereby declare, under the penalties of false statement, that the
statements made in the foregoing certificate are true:
(Print or Type)
Name of President/Vice President
John B. Keane
Signature
/s/John B. Keane
(Print or Type)
Name of Secretary/Assistant Secretary
Mark A. Joyse
Signature
/s/Mark A. Joyse
C. The corporation does not have any shareholders. The resolution was
adopted by vote of at least two-thirds of the incorporators before the
organization meeting of the corporation, and approved in writing by all
subscribers for shares of the corporation. If there are not subscribers,
state NONE below.
We (at least two-thirds of the incorporators) hereby declare, under the
penalties of false statement, that the statements made in the foregoing
certificate are true.
Signed Incorporator Signed Subscriber
Signed Incorporator Signed Subscriber
Signed Incorporator Signed Subscriber
(Use an 8 1/2 x 11 attached sheet if more space is needed. Conn. Gen. Stat.
Section 1-9)
6. Dated at Berlin, Connecticut this 26th of December, 1996
Rec, CC, GS: (Type or Print)
/s/ Tracy A. DeCredico
Northeast Utilities Service Company
107 Selden Street
Berlin, CT 06037
Please provide filer's name and complete address for mailing receipt
ATTACHMENT A
(COE (UK) Corp.)
RESOLVED, that a new Article is hereby added to the Company's Certificate of
Incorporation as follows:
ARTICLE. Effective January 1, 1997, the Company shall indemnify and advance
expenses to an individual made a party to a proceeding because he/she is or
was a Director of the Company under Section 33-771 of the Connecticut General
Statutes, Revision of 1958, as amended. Effective January 1, 1997, the
Company shall also indemnify and advance expenses under Sections 33-770 to
33-778, inclusive, of the Connecticut General Statutes, to any officer,
employee or agent of the company who is not a director to the same extent as
provided to a director.
Exhibit B.28.3
COE (UK) CORP.
BY-LAWS
Adopted
January 7, 1993
Amended
January 1, 1997
COE (UK) CORP.
BY-LAWS
ARTICLE I
MEETINGS OF SHAREHOLDERS
Section 1. Meetings of the shareholders may be held at such place either
within or without the State of Connecticut as may be designated by the Board
of Directors.
Section 2. The Annual Meeting of Shareholders for the election of
Directors and the transaction of such other business as may properly be
brought before the meeting shall be held in March, April, May, June or July
in each year on the day and at the hour designated by the Board of Directors.
Section 3. Notice of all meetings of shareholders, stating the day, hour
and place thereof, shall be given by a written or printed notice, delivered
or sent by mail, at least ten days but not more than fifty days prior to the
meeting, to each shareholder of record on the books of the Company and
entitled to vote at such meeting, at the address appearing on such books,
unless such shareholder shall waive notice or be in attendance at the
meeting. Notice of a special meeting of shareholders shall state also the
general purpose or purposes of such meeting and no business other than that
of which notice has been so given shall be transacted at such meeting.
Section 4. At all meetings of shareholders each share of common stock
entitled to vote, and represented in person or by proxy, shall be entitled to
one vote.
Section 5. The Board of Directors may fix a date as the record date for
the purpose of determining shareholders entitled to notice of and to vote at
any meeting of shareholders or any adjournment thereof, such date in any case
to be not earlier than the date such action is taken by the Board of
Directors and not more than seventy days and not less than ten days
immediately preceding the date of such meeting. In such case only such
shareholders or their legal representatives as shall be shareholders on the
record date so fixed shall be entitled to such notice and to vote at such
meeting or any adjournment thereof, notwithstanding the transfer of any
shares of stock on the books of the Company after any such record date so
fixed.
ARTICLE II
DIRECTORS
Section 1. The business, property and affairs of the Company shall be
managed by a Board of not less than three nor more than sixteen Directors.
Notwithstanding the foregoing, the business, property and affairs of the
Company shall be managed by a Board of one Director, if only one Director has
been elected and qualified, provided there is only one shareholder of the
Company at such time. Within these limits, the number of positions on the
Board of Directors for any year shall be the number fixed by resolution of
the shareholders or of the Board of Directors, or, in the absence of such a
resolution, shall be the number of Directors elected at the preceding Annual
Meeting of Shareholders. The Directors so elected shall continue in office
until their successors have been elected and qualified, except that a
Director shall cease to be in office upon his death, resignation, lawful
removal or court order decreeing that he is no longer a Director in office.
Section 2. The Board of Directors shall have power to fill vacancies
that may occur in the Board, or any other office, by death, resignation or
otherwise, by a majority vote of the remaining members of the Board, and the
person so chosen shall hold the office until the next Annual Meeting of
Shareholders and until his successor shall be elected and qualified.
Section 3. The Board of Directors shall have power to employ such and
so many agents and factors or employees as the interests of the Company may
require, and to fix the compensation and define the duties of all of the
officers, agents, factors and employees of the Company. All the officers,
agents, factors and employees of the Company shall be subject to the order of
said Board, shall hold their offices at the pleasure of said Board, and may
be removed at any time by said Board at its discretion.
Section 4. The Board of Directors shall have power to fix from time to
time the compensation of the Directors and the method of payment thereof.
Section 5. Any one or more Directors may be removed from office at any
time with or without any showing of cause by affirmative vote of the holders
of a majority of the Company's issued and outstanding shares entitled to
vote.
ARTICLE III
MEETINGS OF DIRECTORS
Section 1. A regular meeting of the Board of Directors shall be held
annually, without notice, directly following the Annual Meeting of
Shareholders, for the election of officers and the transaction of other
business.
Section 2. All other regular meetings of the Board of Directors may be
held at such time and place as the Board may from time to time determine and
fix by resolution. Special meetings of the Board may be held at any place
upon call of the Chairman (if there be one) or the President, or, in the
event of the absence or inability of either to act, of a Vice President, or
upon call of any three or more directors.
Section 3. Oral or written notice of the time and place of each special
meeting of the Board of Directors shall be given to each director personally
or by telephone, or by mail or telegraph at his last-known post office
address, at least twenty-four hours prior to the time of the meeting;
provided that any director may waive such notice in writing or by telegraph
or by attendance at such meeting.
Section 4. One-third of the directorships as fixed in accordance with
Article II, Section 1 of these By-Laws shall constitute a quorum, except
(subject to the provisions of Article III, Section 3) that no quorum shall
consist of less than two Directors. Notwithstanding the foregoing, a quorum
shall consist of one Director if only one Director has been elected and
qualified, provided there is only one shareholder of the Company at such
time. A number less than a quorum may adjourn from time to time until a
quorum is present. In the event of such an adjournment, notice of the
adjourned meeting shall be given to all Directors.
Section 5. Except as otherwise provided by these By-Laws, the act of a
majority of the Directors present at a meeting at which a quorum is present
at the time of the act shall be the act of the Board of Directors.
Section 6. Any resolution in writing concerning action to be taken by
the Company, which resolution is approved and signed by all of the Directors,
severally or collectively, whose number shall constitute a quorum for such
action, shall have the same force and effect as if such action were
authorized at a meeting of the Board of Directors duly called and held for
that purpose, and such resolution, together with the Directors' written
approval thereof, shall be recorded by the Secretary in the minute book of
the Company.
Section 7. A Director or a member of a committee of the Board of
Directors may participate in a meeting of the Board of Directors or of such
committee by means of conference telephone or similar communications
equipment enabling all Directors participating in the meeting to hear one
another, and participation in a meeting in such manner shall constitute
presence in person at such meeting.
ARTICLE IV
OFFICERS
Section 1. At its annual meeting the Board of Directors shall elect a
President, one or more Vice Presidents, a Secretary, a Treasurer and, if the
Board shall so determine, a Chairman, each of whom shall, subject to the
provisions of Article IV, Section 3, hold office until the next annual
election of officers and until his successor shall have been elected and
qualified. Any two or more offices may be held by the same person except
that the offices of the President and Secretary may not be simultaneously
held by the same person. The Board shall also elect at such annual meeting,
and may elect at any regular or special meeting, such other officers as may
be required for the prompt and orderly transaction of the business of the
Company. Any vacancy occurring in any office may be filled at any regular
meeting of the Board or at any special meeting of the Board held for that
purpose.
Section 2. In addition to such powers and duties as these By-Laws and
the Board of Directors may prescribe, and except as may be otherwise provided
by the Board, each officer shall have the powers and perform the duties which
by law and general usage appertain to his particular office.
Section 3. Any officer may be removed, with or without cause, at any
time by the Board in its discretion. Vacancies among the officers by reason
of death, resignation, removal (with or without cause) or other reason shall
be filled by the Board of Directors.
ARTICLE V
CHAIRMAN AND PRESIDENT
Section 1. The Chairman, if such office shall be filled by the
Directors, shall, when present, preside at all meetings of said Board and of
the shareholders. He shall have such other authority and shall perform such
additional duties as may be assigned to him from time to time by the Board of
Directors.
Section 2. The President shall be the chief executive officer of the
Company and shall be responsible for the general supervision, direction and
control of the business and affairs of the Company. If the Chairman shall be
absent or unable to perform the duties of his office, or if the office of the
Chairman shall not have been filled by the Directors, the President shall
preside at meetings of the Board of Directors and of the stockholders. He
shall have such other authority and shall perform such additional duties as
may be assigned to him from time to time by the Board of Directors.
ARTICLE VI
VICE PRESIDENTS
Section 1. The Vice Presidents shall have such powers and duties as may
be assigned to them from time to time by the Board of Directors or the
President. One of such Vice Presidents may be designated by said Board as
Executive Vice President and, if so designated, shall exercise the powers and
perform the duties of the President in the absence of the President or if the
President is unable to perform the duties of his office. The Board of
Directors may also designate one or more of such Vice Presidents as Senior
Vice Presidents.
ARTICLE VII
SECRETARY
Section 1. The Secretary shall keep the minutes of all meetings of the
shareholders and of the Board of Directors. He shall give notice of all
meetings of the shareholders and of said Board. He shall record all votes
taken at such meetings. He shall be custodian of all contracts, leases,
assignments, deeds and other instruments in writing and documents not
properly belonging to the office of the Treasurer, and shall perform such
additional duties as may be assigned to him from time to time by the Board of
Directors, the Chairman, the President or by-law.
Section 2. He shall have the custody of the Corporate Seal of the
Company and shall affix the same to all instruments requiring a seal except
as otherwise provided in these By-Laws.
ARTICLE VIII
ASSISTANT SECRETARIES
Section 1. One or more Assistant Secretaries shall perform the duties
of the Secretary if the Secretary shall be absent or unable to perform the
duties of his office. The Assistant Secretaries shall perform such
additional duties as may be assigned to them from time to time by the Board
of Directors, the Chairman, the President or the Secretary.
ARTICLE IX
TREASURER
Section 1. The Treasurer shall have charge of all receipts and
disbursements of the Company, and shall be the custodian of the Company's
funds. He shall have full authority to receive and give receipts for all
moneys due and payable to the Company from any source whatever, and give full
discharge for the same, and to endorse checks, drafts and warrants in its
name and on its behalf. He shall sign all checks, notes, drafts and similar
instruments, except as otherwise provided for the Board of Directors.
Section 2. He shall perform such additional duties as may be assigned
to him from time to time by the Board of Directors, the Chairman, the
President or by-law.
ARTICLE X
ASSISTANT TREASURERS
Section 1. One or more Assistant Treasurers shall perform the duties of
the Treasurer if the Treasurer shall be absent or unable to perform the
duties of his office. The Assistant Treasurers shall perform such additional
duties as may assigned to them form time to time by the Board of Directors,
the Chairman, the President or the Treasurer.
ARTICLE XI
COMMITTEES
Section 1. The Board of Directors may designate two or more Directors
to constitute an executive committee or other committees, which committees
shall have and may exercise all such authority of the Board of Directors as
shall be provided in such resolution. At the time of such appointment, the
Board of Directors may also appoint, in respect to each member of any such
committee, another Director to serve as his alternate at any meeting of such
committee which such member is unable to attend. Each alternate shall have,
during his attendance at a meeting of such committee, all the rights and
obligations of a regular member thereof. Any vacancy on any such committee
or among alternate members thereof shall be filled by the Board of Directors.
ARTICLE XII
STOCK CERTIFICATES
Section 1. All stock certificates may bear the facsimile signatures of
the President or a Vice President and the Treasurer or an Assistant Treasurer
and a facsimile seal of the Company, or may be signed by the President or a
Vice President and the Treasurer or an Assistant Treasurer or the Secretary
or an Assistant Secretary, and may be sealed by any one of such officers.
ARTICLE XIII
CORPORATE SEAL
Section 1. The corporate seal of the Company shall be circular in form
with the name of the Company inscribed therein.
ARTICLE XIV
AMENDMENTS
Section 1. These by-laws may be altered, amended, added to or repealed
from time to time by an affirmative vote of the holders of a majority of the
voting power of shares entitled to vote thereon at any meeting of the
shareholders called for the purpose or by an affirmative vote of Directors
holding a majority of the number of directorships at any meeting of the Board
of Directors called for the purpose.
Exhibit B.30.2
CERTIFICATE AMENDING OR RESTATING CERTIFICATE OF INCORPORATION
61-38 Rev. 9/90
Stock Corporation
STATE OF CONNECTICUT
SECRETARY OF THE STATE
30 TRINITY STREET
HARTFORD, CT 06106
1. Name of Corporation (Please enter name within lines)
COE Argentina I Corp.
2. The Certificate of Incorporation is: (Check one)
X A. Amended only, pursuant to Conn., Gen. Stat. Section 33-360
B. Amended only, to cancel authorized shares (state number of shares to be
canceled, the class, the series, if any, and the par value, P.A. 90-107.)
C. Restated only, pursuant to Conn. Gen. Stat. Section 33-362(a)
D. Amended and restated, pursuant to Conn. Gen. Stat. Section
33-362(c).
E. Restated and superseded pursuant to Conn. Gen. Stat. Section
33-362(d).
Set forth here the resolution of amendment and/or restatement. Use an 8 1/2
x 11 attached sheet if more space is needed. Conn. Gen. Stat. Section 1-9.
See Attachment A.
(If 2A or 2B is checked, go to 5 & 6 to complete this certificate. If 2C or
2D is checked, complete 3A or 3B. If 2E is checked, complete 4.)
3. (Check one)
A. This certificate purports merely to restate but not to change the
provisions of the original Certificate of Incorporation as supplemented and
amended to date, and the provisions of this Restated Certificate of
Incorporation (If 3A is checked, go to 5 & 6 to complete this certificate.)
B. This Restated Certificate of Incorporation shall give effect to the
amendment(s) and purports to restate all those provisions now in effect not
being amended by such new amendment(s). (If 3B is checked, check 4, if true,
and go to 5 & 6 to complete this Certificate.)
4. (Check, if true)
This restated Certificate of Incorporation was adopted by the greatest
vote which would have been required to amend any provision of the Certificate
of Incorporation as in effect before such vote and supersedes such
Certificate of Incorporation.
5. The manner of adopting the resolution was as follows: (Check one A, or
B, or C)
X A. By the board of directors and shareholders, pursuant to Conn.
Gen. Stat. Section 33-360.
Vote of Shareholders: (Check (i) or (ii), and check (iii) if
applicable.)
(i) X No shares are required to be voted as a class; the
shareholder's vote was as follows:
Vote Required for Adoption 67 Vote Favoring Adoption 100
(ii) There are shares of more than one class entitled to vote as a
class. The designation of each class required for adoption of the resolution
and the vote of each class in favor of adoption were as follows:
(Use an 8 1/2 x 11 attached sheet if more space is needed. Conn.
Gen. Stat. Section 1-9.)
(iii) Check here if the corporation has 100 or more recordholders,
as defined in Conn. Gen. Stat. Section 33-311a(a).
B. By the board of directors acting alone, pursuant to Conn. Gen. Stat.
Section 33-360(b)(2) or 33-362(a).
The number of affirmative votes required to adopt such resolution is:
The number of directors' votes in favor of the resolution was:
We hereby declare, under the penalties of false statement, that the
statements made in the foregoing certificate are true:
(Print or Type)
Name of President/Vice President
John B. Keane
Signature
/s/John B. Keane
(Print or Type)
Name of Secretary/Assistant Secretary
Mark A. Joyse
Signature
/s/Mark A. Joyse
C. The corporation does not have any shareholders. The resolution was
adopted by vote of at least two-thirds of the incorporators before the
organization meeting of the corporation, and approved in writing by all
subscribers for shares of the corporation. If there are not subscribers,
state NONE below.
We (at least two-thirds of the incorporators) hereby declare, under the
penalties of false statement, that the statements made in the foregoing
certificate are true.
Signed Incorporator Signed Subscriber
Signed Incorporator Signed Subscriber
Signed Incorporator Signed Subscriber
(Use an 8 1/2 x 11 attached sheet if more space is needed. Conn. Gen. Stat.
Section 1-9)
6. Dated at Berlin, Connecticut this 26th of December, 1996
Rec, CC, GS: (Type or Print)
/s/ Tracy A. DeCredico
Northeast Utilities Service Company
107 Selden Street
Berlin, CT 06037
Please provide filer's name and complete address for mailing receipt
ATTACHMENT A
(COE Argentina I Corp.)
RESOLVED, that a new Article is hereby added to the Company's Certificate of
Incorporation as follows:
ARTICLE. Effective January 1, 1997, the Company shall indemnify and advance
expenses to an individual made a party to a proceeding because he/she is or
was a Director of the Company under Section 33-771 of the Connecticut General
Statutes, Revision of 1958, as amended. Effective January 1, 1997, the
Company shall also indemnify and advance expenses under Sections 33-770 to
33-778, inclusive, of the Connecticut General Statutes, to any officer,
employee or agent of the company who is not a director to the same extent as
provided to a director.
Exhibit B.30.3
COE ARGENTINA I CORP.
BY-LAWS
Adopted
January 25, 1994
Amended
January 1, 1997
COE ARGENTINA I CORP.
BY-LAWS
ARTICLE I
MEETINGS OF SHAREHOLDERS
Section 1. Meetings of the shareholders may be held at such place either
within or without the State of Connecticut as may be designated by the Board
of Directors.
Section 2. The Annual Meeting of Shareholders for the election of
Directors and the transaction of such other business as may properly be
brought before the meeting shall be held in March, April, May, June or July
in each year on the day and at the hour designated by the Board of Directors.
Section 3. Notice of all meetings of shareholders, stating the day, hour
and place thereof, shall be given by a written or printed notice, delivered
or sent by mail, at least ten days but not more than fifty days prior to the
meeting, to each shareholder of record on the books of the Company and
entitled to vote at such meeting, at the address appearing on such books,
unless such shareholder shall waive notice or be in attendance at the
meeting. Notice of a special meeting of shareholders shall state also the
general purpose or purposes of such meeting and no business other than that
of which notice has been so given shall be transacted at such meeting.
Section 4. At all meetings of shareholders each share of common stock
entitled to vote, and represented in person or by proxy, shall be entitled to
one vote.
Section 5. The Board of Directors may fix a date as the record date for
the purpose of determining shareholders entitled to notice of and to vote at
any meeting of shareholders or any adjournment thereof, such date in any case
to be not earlier than the date such action is taken by the Board of
Directors and not more than seventy days and not less than ten days
immediately preceding the date of such meeting. In such case only such
shareholders or their legal representatives as shall be shareholders on the
record date so fixed shall be entitled to such notice and to vote at such
meeting or any adjournment thereof, notwithstanding the transfer of any
shares of stock on the books of the Company after any such record date so
fixed.
ARTICLE II
DIRECTORS
Section 1. The business, property and affairs of the Company shall be
managed by a Board of not less than three nor more than sixteen Directors.
Notwithstanding the foregoing, the business, property and affairs of the
Company shall be managed by a Board of one Director, if only one Director has
been elected and qualified, provided there is only one shareholder of the
Company at such time. Within these limits, the number of positions on the
Board of Directors for any year shall be the number fixed by resolution of
the shareholders or of the Board of Directors, or, in the absence of such a
resolution, shall be the number of Directors elected at the preceding Annual
Meeting of Shareholders. The Directors so elected shall continue in office
until their successors have been elected and qualified, except that a
Director shall cease to be in office upon his death, resignation, lawful
removal or court order decreeing that he is no longer a Director in office.
Section 2. The Board of Directors shall have power to fill vacancies
that may occur in the Board, or any other office, by death, resignation or
otherwise, by a majority vote of the remaining members of the Board, and the
person so chosen shall hold the office until the next Annual Meeting of
Shareholders and until his successor shall be elected and qualified.
Section 3. The Board of Directors shall have power to employ such and
so many agents and factors or employees as the interests of the Company may
require, and to fix the compensation and define the duties of all of the
officers, agents, factors and employees of the Company. All the officers,
agents, factors and employees of the Company shall be subject to the order of
said Board, shall hold their offices at the pleasure of said Board, and may
be removed at any time by said Board at its discretion.
Section 4. The Board of Directors shall have power to fix from time to
time the compensation of the Directors and the method of payment thereof.
Section 5. Any one or more Directors may be removed from office at any
time with or without any showing of cause by affirmative vote of the holders
of a majority of the Company's issued and outstanding shares entitled to
vote.
ARTICLE III
MEETINGS OF DIRECTORS
Section 1. A regular meeting of the Board of Directors shall be held
annually, without notice, directly following the Annual Meeting of
Shareholders, for the election of officers and the transaction of other
business.
Section 2. All other regular meetings of the Board of Directors may be
held at such time and place as the Board may from time to time determine and
fix by resolution. Special meetings of the Board may be held at any place
upon call of the Chairman (if there be one) or the President, or, in the
event of the absence or inability of either to act, of a Vice President, or
upon call of any three or more directors.
Section 3. Oral or written notice of the time and place of each special
meeting of the Board of Directors shall be given to each director personally
or by telephone, or by mail or telegraph at his last-known post office
address, at least twenty-four hours prior to the time of the meeting;
provided that any director may waive such notice in writing or by telegraph
or by attendance at such meeting.
Section 4. One-third of the directorships as fixed in accordance with
Article II, Section 1 of these By-Laws shall constitute a quorum, except
(subject to the provisions of Article III, Section 3) that no quorum shall
consist of less than two Directors. Notwithstanding the foregoing, a quorum
shall consist of one Director if only one Director has been elected and
qualified, provided there is only one shareholder of the Company at such
time. A number less than a quorum may adjourn from time to time until a
quorum is present. In the event of such an adjournment, notice of the
adjourned meeting shall be given to all Directors.
Section 5. Except as otherwise provided by these By-Laws, the act of a
majority of the Directors present at a meeting at which a quorum is present
at the time of the act shall be the act of the Board of Directors.
Section 6. Any resolution in writing concerning action to be taken by
the Company, which resolution is approved and signed by all of the Directors,
severally or collectively, whose number shall constitute a quorum for such
action, shall have the same force and effect as if such action were
authorized at a meeting of the Board of Directors duly called and held for
that purpose, and such resolution, together with the Directors' written
approval thereof, shall be recorded by the Secretary in the minute book of
the Company.
Section 7. A Director or a member of a committee of the Board of
Directors may participate in a meeting of the Board of Directors or of such
committee by means of conference telephone or similar communications
equipment enabling all Directors participating in the meeting to hear one
another, and participation in a meeting in such manner shall constitute
presence in person at such meeting.
ARTICLE IV
OFFICERS
Section 1. At its annual meeting the Board of Directors shall elect a
President, one or more Vice Presidents, a Secretary, a Treasurer and, if the
Board shall so determine, a Chairman, each of whom shall, subject to the
provisions of Article IV, Section 3, hold office until the next annual
election of officers and until his successor shall have been elected and
qualified. Any two or more offices may be held by the same person except
that the offices of the President and Secretary may not be simultaneously
held by the same person. The Board shall also elect at such annual meeting,
and may elect at any regular or special meeting, such other officers as may
be required for the prompt and orderly transaction of the business of the
Company. Any vacancy occurring in any office may be filled at any regular
meeting of the Board or at any special meeting of the Board held for that
purpose.
Section 2. In addition to such powers and duties as these By-Laws and
the Board of Directors may prescribe, and except as may be otherwise provided
by the Board, each officer shall have the powers and perform the duties which
by law and general usage appertain to his particular office.
Section 3. Any officer may be removed, with or without cause, at any
time by the Board in its discretion. Vacancies among the officers by reason
of death, resignation, removal (with or without cause) or other reason shall
be filled by the Board of Directors.
ARTICLE V
CHAIRMAN AND PRESIDENT
Section 1. The Chairman, if such office shall be filled by the
Directors, shall, when present, preside at all meetings of said Board and of
the shareholders. He shall have such other authority and shall perform such
additional duties as may be assigned to him from time to time by the Board of
Directors.
Section 2. The President shall be the chief executive officer of the
Company and shall be responsible for the general supervision, direction and
control of the business and affairs of the Company. If the Chairman shall be
absent or unable to perform the duties of his office, or if the office of the
Chairman shall not have been filled by the Directors, the President shall
preside at meetings of the Board of Directors and of the stockholders. He
shall have such other authority and shall perform such additional duties as
may be assigned to him from time to time by the Board of Directors.
ARTICLE VI
VICE PRESIDENTS
Section 1. The Vice Presidents shall have such powers and duties as may
be assigned to them from time to time by the Board of Directors or the
President. One of such Vice Presidents may be designated by said Board as
Executive Vice President and, if so designated, shall exercise the powers and
perform the duties of the President in the absence of the President or if the
President is unable to perform the duties of his office. The Board of
Directors may also designate one or more of such Vice Presidents as Senior
Vice Presidents.
ARTICLE VII
SECRETARY
Section 1. The Secretary shall keep the minutes of all meetings of the
shareholders and of the Board of Directors. He shall give notice of all
meetings of the shareholders and of said Board. He shall record all votes
taken at such meetings. He shall be custodian of all contracts, leases,
assignments, deeds and other instruments in writing and documents not
properly belonging to the office of the Treasurer, and shall perform such
additional duties as may be assigned to him from time to time by the Board of
Directors, the Chairman, the President or by-law.
Section 2. He shall have the custody of the Corporate Seal of the
Company and shall affix the same to all instruments requiring a seal except
as otherwise provided in these By-Laws.
ARTICLE VIII
ASSISTANT SECRETARIES
Section 1. One or more Assistant Secretaries shall perform the duties
of the Secretary if the Secretary shall be absent or unable to perform the
duties of his office. The Assistant Secretaries shall perform such
additional duties as may be assigned to them from time to time by the Board
of Directors, the Chairman, the President or the Secretary.
ARTICLE IX
TREASURER
Section 1. The Treasurer shall have charge of all receipts and
disbursements of the Company, and shall be the custodian of the Company's
funds. He shall have full authority to receive and give receipts for all
moneys due and payable to the Company from any source whatever, and give full
discharge for the same, and to endorse checks, drafts and warrants in its
name and on its behalf. He shall sign all checks, notes, drafts and similar
instruments, except as otherwise provided for the Board of Directors.
Section 2. He shall perform such additional duties as may be assigned
to him from time to time by the Board of Directors, the Chairman, the
President or by-law.
ARTICLE X
ASSISTANT TREASURERS
Section 1. One or more Assistant Treasurers shall perform the duties of
the Treasurer if the Treasurer shall be absent or unable to perform the
duties of his office. The Assistant Treasurers shall perform such additional
duties as may assigned to them form time to time by the Board of Directors,
the Chairman, the President or the Treasurer.
ARTICLE XI
COMMITTEES
Section 1. The Board of Directors may designate two or more Directors
to constitute an executive committee or other committees, which committees
shall have and may exercise all such authority of the Board of Directors as
shall be provided in such resolution. At the time of such appointment, the
Board of Directors may also appoint, in respect to each member of any such
committee, another Director to serve as his alternate at any meeting of such
committee which such member is unable to attend. Each alternate shall have,
during his attendance at a meeting of such committee, all the rights and
obligations of a regular member thereof. Any vacancy on any such committee
or among alternate members thereof shall be filled by the Board of Directors.
ARTICLE XII
STOCK CERTIFICATES
Section 1. All stock certificates may bear the facsimile signatures of
the President or a Vice President and the Treasurer or an Assistant Treasurer
and a facsimile seal of the Company, or may be signed by the President or a
Vice President and the Treasurer or an Assistant Treasurer or the Secretary
or an Assistant Secretary, and may be sealed by any one of such officers.
ARTICLE XIII
CORPORATE SEAL
Section 1. The corporate seal of the Company shall be circular in form
with the name of the Company inscribed therein.
ARTICLE XIV
AMENDMENTS
Section 1. These by-laws may be altered, amended, added to or repealed
from time to time by an affirmative vote of the holders of a majority of the
voting power of shares entitled to vote thereon at any meeting of the
shareholders called for the purpose or by an affirmative vote of Directors
holding a majority of the number of directorships at any meeting of the Board
of Directors called for the purpose.
Exhibit B.31.2
CERTIFICATE AMENDING OR RESTATING CERTIFICATE OF INCORPORATION
61-38 Rev. 9/90
Stock Corporation
STATE OF CONNECTICUT
SECRETARY OF THE STATE
30 TRINITY STREET
HARTFORD, CT 06106
1. Name of Corporation (Please enter name within lines)
COE Argentina II Corp.
2. The Certificate of Incorporation is: (Check one)
X A. Amended only, pursuant to Conn., Gen. Stat. Section 33-360
B. Amended only, to cancel authorized shares (state number of shares to be
canceled, the class, the series, if any, and the par value, P.A. 90-107.)
C. Restated only, pursuant to Conn. Gen. Stat. Section 33-362(a)
D. Amended and restated, pursuant to Conn. Gen. Stat. Section
33-362(c).
E. Restated and superseded pursuant to Conn. Gen. Stat. Section
33-362(d).
Set forth here the resolution of amendment and/or restatement. Use an 8 1/2
x 11 attached sheet if more space is needed. Conn. Gen. Stat. Section 1-9.
See Attachment A.
(If 2A or 2B is checked, go to 5 & 6 to complete this certificate. If 2C or
2D is checked, complete 3A or 3B. If 2E is checked, complete 4.)
3. (Check one)
A. This certificate purports merely to restate but not to change the
provisions of the original Certificate of Incorporation as supplemented and
amended to date, and the provisions of this Restated Certificate of
Incorporation (If 3A is checked, go to 5 & 6 to complete this certificate.)
B. This Restated Certificate of Incorporation shall give effect to the
amendment(s) and purports to restate all those provisions now in effect not
being amended by such new amendment(s). (If 3B is checked, check 4, if true,
and go to 5 & 6 to complete this Certificate.)
4. (Check, if true)
This restated Certificate of Incorporation was adopted by the greatest
vote which would have been required to amend any provision of the Certificate
of Incorporation as in effect before such vote and supersedes such
Certificate of Incorporation.
5. The manner of adopting the resolution was as follows: (Check one A, or
B, or C)
X A. By the board of directors and shareholders, pursuant to Conn.
Gen. Stat. Section 33-360.
Vote of Shareholders: (Check (i) or (ii), and check (iii) if
applicable.)
(i) X No shares are required to be voted as a class; the
shareholder's vote was as follows:
Vote Required for Adoption 67 Vote Favoring Adoption 100
(ii) There are shares of more than one class entitled to vote as a
class. The designation of each class required for adoption of the resolution
and the vote of each class in favor of adoption were as follows:
(Use an 8 1/2 x 11 attached sheet if more space is needed. Conn.
Gen. Stat. Section 1-9.)
(iii) Check here if the corporation has 100 or more recordholders,
as defined in Conn. Gen. Stat. Section 33-311a(a).
B. By the board of directors acting alone, pursuant to Conn. Gen. Stat.
Section 33-360(b)(2) or 33-362(a).
The number of affirmative votes required to adopt such resolution is:
The number of directors' votes in favor of the resolution was:
We hereby declare, under the penalties of false statement, that the
statements made in the foregoing certificate are true:
(Print or Type)
Name of President/Vice President
John B. Keane
Signature
/s/John B. Keane
(Print or Type)
Name of Secretary/Assistant Secretary
Mark A. Joyse
Signature
/s/Mark A. Joyse
C. The corporation does not have any shareholders. The resolution was
adopted by vote of at least two-thirds of the incorporators before the
organization meeting of the corporation, and approved in writing by all
subscribers for shares of the corporation. If there are not subscribers,
state NONE below.
We (at least two-thirds of the incorporators) hereby declare, under the
penalties of false statement, that the statements made in the foregoing
certificate are true.
Signed Incorporator Signed Subscriber
Signed Incorporator Signed Subscriber
Signed Incorporator Signed Subscriber
(Use an 8 1/2 x 11 attached sheet if more space is needed. Conn. Gen. Stat.
Section 1-9)
6. Dated at Berlin, Connecticut this 26th of December, 1996
Rec, CC, GS: (Type or Print)
/s/ Tracy A. DeCredico
Northeast Utilities Service Company
107 Selden Street
Berlin, CT 06037
Please provide filer's name and complete address for mailing receipt
ATTACHMENT A
(COE Argentina II Corp.)
RESOLVED, that a new Article is hereby added to the Company's Certificate of
Incorporation as follows:
ARTICLE. Effective January 1, 1997, the Company shall indemnify and advance
expenses to an individual made a party to a proceeding because he/she is or
was a Director of the Company under Section 33-771 of the Connecticut General
Statutes, Revision of 1958, as amended. Effective January 1, 1997, the
Company shall also indemnify and advance expenses under Sections 33-770 to
33-778, inclusive, of the Connecticut General Statutes, to any officer,
employee or agent of the company who is not a director to the same extent as
provided to a director.
Exhibit B.31.3
COE ARGENTINA II CORP.
BY-LAWS
Adopted
March 14, 1994
Amended
January 1, 1997
COE ARGENTINA II CORP.
BY-LAWS
ARTICLE I
MEETINGS OF SHAREHOLDERS
Section 1. Meetings of the shareholders may be held at such place
either within or without the State of Connecticut as may be designated by the
Board of Directors.
Section 2. The Annual Meeting of Shareholders for the election of
Directors and the transaction of such other business as may properly be
brought before the meeting shall be held in March, April, May, June or July
in each year on the day and at the hour designated by the Board of Directors.
Section 3. Notice of all meetings of shareholders, stating the day,
hour and place thereof, shall be given by a written or printed notice,
delivered or sent by mail, at least ten days but not more than fifty days
prior to the meeting, to each shareholder of record on the books of the
Company and entitled to vote at such meeting, at the address appearing on
such books, unless such shareholder shall waive notice or be in attendance at
the meeting. Notice of a special meeting of shareholders shall state also
the general purpose or purposes of such meeting and no business other than
that of which notice has been so given shall be transacted at such meeting.
Section 4. At all meetings of shareholders each share of common stock
entitled to vote, and represented in person or by proxy, shall be entitled to
one vote.
Section 5. The Board of Directors may fix a date as the record date for
the purpose of determining shareholders entitled to notice of and to vote at
any meeting of shareholders or any adjournment thereof, such date in any case
to be not earlier than the date such action is taken by the Board of
Directors and not more than seventy days and not less than ten days
immediately preceding the date of such meeting. In such case only such
shareholders or their legal representatives as shall be shareholders on the
record date so fixed shall be entitled to such notice and to vote at such
meeting or any adjournment thereof, notwithstanding the transfer of any
shares of stock on the books of the Company after any such record date so
fixed.
ARTICLE II
DIRECTORS
Section 1. The business, property and affairs of the Company shall be
managed by a Board of not less than three nor more than sixteen Directors.
Notwithstanding the foregoing, the business, property and affairs of the
Company shall be managed by a Board of one Director, if only one Director has
been elected and qualified, provided there is only one shareholder of the
Company at such time. Within these limits, the number of positions on the
Board of Directors for any year shall be the number fixed by resolution of
the shareholders or of the Board of Directors, or, in the absence of such a
resolution, shall be the number of Directors elected at the preceding Annual
Meeting of Shareholders. The Directors so elected shall continue in office
until their successors have been elected and qualified, except that a
Director shall cease to be in office upon his death, resignation, lawful
removal or court order decreeing that he is no longer a Director in office.
Section 2. The Board of Directors shall have power to fill vacancies
that may occur in the Board, or any other office, by death, resignation or
otherwise, by a majority vote of the remaining members of the Board, and the
person so chosen shall hold the office until the next Annual Meeting of
Shareholders and until his successor shall be elected and qualified.
Section 3. The Board of Directors shall have power to employ such and
so many agents and factors or employees as the interests of the Company may
require, and to fix the compensation and define the duties of all of the
officers, agents, factors and employees of the Company. All the officers,
agents, factors and employees of the Company shall be subject to the order of
said Board, shall hold their offices at the pleasure of said Board, and may
be removed at any time by said Board at its discretion.
Section 4. The Board of Directors shall have power to fix from time to
time the compensation of the Directors and the method of payment thereof.
Section 5. Any one or more Directors may be removed from office at any
time with or without any showing of cause by affirmative vote of the holders
of a majority of the Company's issued and outstanding shares entitled to
vote.
ARTICLE III
MEETINGS OF DIRECTORS
Section 1. A regular meeting of the Board of Directors shall be held
annually, without notice, directly following the Annual Meeting of
Shareholders, for the election of officers and the transaction of other
business.
Section 2. All other regular meetings of the Board of Directors may be
held at such time and place as the Board may from time to time determine and
fix by resolution. Special meetings of the Board may be held at any place
upon call of the Chairman (if there be one) or the President, or, in the
event of the absence or inability of either to act, of a Vice President, or
upon call of any three or more directors.
Section 3. Oral or written notice of the time and place of each special
meeting of the Board of Directors shall be given to each director personally
or by telephone, or by mail or telegraph at his last-known post office
address, at least twenty-four hours prior to the time of the meeting;
provided that any director may waive such notice in writing or by telegraph
or by attendance at such meeting.
Section 4. One-third of the directorships as fixed in accordance with
Article II, Section 1 of these By-Laws shall constitute a quorum, except
(subject to the provisions of Article III, Section 3) that no quorum shall
consist of less than two Directors. Notwithstanding the foregoing, a quorum
shall consist of one Director if only one Director has been elected and
qualified, provided there is only one shareholder of the Company at such
time. A number less than a quorum may adjourn from time to time until a
quorum is present. In the event of such an adjournment, notice of the
adjourned meeting shall be given to all Directors.
Section 5. Except as otherwise provided by these By-Laws, the act of a
majority of the Directors present at a meeting at which a quorum is present
at the time of the act shall be the act of the Board of Directors.
Section 6. Any resolution in writing concerning action to be taken by
the Company, which resolution is approved and signed by all of the Directors,
severally or collectively, whose number shall constitute a quorum for such
action, shall have the same force and effect as if such action were
authorized at a meeting of the Board of Directors duly called and held for
that purpose, and such resolution, together with the Directors' written
approval thereof, shall be recorded by the Secretary in the minute book of
the Company.
Section 7. A Director or a member of a committee of the Board of
Directors may participate in a meeting of the Board of Directors or of such
committee by means of conference telephone or similar communications
equipment enabling all Directors participating in the meeting to hear one
another, and participation in a meeting in such manner shall constitute
presence in person at such meeting.
ARTICLE IV
OFFICERS
Section 1. At its annual meeting the Board of Directors shall elect a
President, one or more Vice Presidents, a Secretary, a Treasurer and, if the
Board shall so determine, a Chairman, each of whom shall, subject to the
provisions of Article IV, Section 3, hold office until the next annual
election of officers and until his successor shall have been elected and
qualified. Any two or more offices may be held by the same person except
that the offices of the President and Secretary may not be simultaneously
held by the same person. The Board shall also elect at such annual meeting,
and may elect at any regular or special meeting, such other officers as may
be required for the prompt and orderly transaction of the business of the
Company. Any vacancy occurring in any office may be filled at any regular
meeting of the Board or at any special meeting of the Board held for that
purpose.
Section 2. In addition to such powers and duties as these By-Laws and
the Board of Directors may prescribe, and except as may be otherwise provided
by the Board, each officer shall have the powers and perform the duties which
by law and general usage appertain to his particular office.
Section 3. Any officer may be removed, with or without cause, at any
time by the Board in its discretion. Vacancies among the officers by reason
of death, resignation, removal (with or without cause) or other reason shall
be filled by the Board of Directors.
ARTICLE V
CHAIRMAN AND PRESIDENT
Section 1. The Chairman, if such office shall be filled by the
Directors, shall, when present, preside at all meetings of said Board and of
the shareholders. He shall have such other authority and shall perform such
additional duties as may be assigned to him from time to time by the Board of
Directors.
Section 2. The President shall be the chief executive officer of the
Company and shall be responsible for the general supervision, direction and
control of the business and affairs of the Company. If the Chairman shall be
absent or unable to perform the duties of his office, or if the office of the
Chairman shall not have been filled by the Directors, the President shall
preside at meetings of the Board of Directors and of the stockholders. He
shall have such other authority and shall perform such additional duties as
may be assigned to him from time to time by the Board of Directors.
ARTICLE VI
VICE PRESIDENTS
Section 1. The Vice Presidents shall have such powers and duties as may
be assigned to them from time to time by the Board of Directors or the
President. One of such Vice Presidents may be designated by said Board as
Executive Vice President and, if so designated, shall exercise the powers and
perform the duties of the President in the absence of the President or if the
President is unable to perform the duties of his office. The Board of
Directors may also designate one or more of such Vice Presidents as Senior
Vice Presidents.
ARTICLE VII
SECRETARY
Section 1. The Secretary shall keep the minutes of all meetings of the
shareholders and of the Board of Directors. He shall give notice of all
meetings of the shareholders and of said Board. He shall record all votes
taken at such meetings. He shall be custodian of all contracts, leases,
assignments, deeds and other instruments in writing and documents not
properly belonging to the office of the Treasurer, and shall perform such
additional duties as may be assigned to him from time to time by the Board of
Directors, the Chairman, the President or by-law.
Section 2. He shall have the custody of the Corporate Seal of the
Company and shall affix the same to all instruments requiring a seal except
as otherwise provided in these By-Laws.
ARTICLE VIII
ASSISTANT SECRETARIES
Section 1. One or more Assistant Secretaries shall perform the duties
of the Secretary if the Secretary shall be absent or unable to perform the
duties of his office. The Assistant Secretaries shall perform such
additional duties as may be assigned to them from time to time by the Board
of Directors, the Chairman, the President or the Secretary.
ARTICLE IX
TREASURER
Section 1. The Treasurer shall have charge of all receipts and
disbursements of the Company, and shall be the custodian of the Company's
funds. He shall have full authority to receive and give receipts for all
moneys due and payable to the Company from any source whatever, and give full
discharge for the same, and to endorse checks, drafts and warrants in its
name and on its behalf. He shall sign all checks, notes, drafts and similar
instruments, except as otherwise provided for the Board of Directors.
Section 2. He shall perform such additional duties as may be assigned
to him from time to time by the Board of Directors, the Chairman, the
President or by-law.
ARTICLE X
ASSISTANT TREASURERS
Section 1. One or more Assistant Treasurers shall perform the duties of
the Treasurer if the Treasurer shall be absent or unable to perform the
duties of his office. The Assistant Treasurers shall perform such additional
duties as may assigned to them form time to time by the Board of Directors,
the Chairman, the President or the Treasurer.
ARTICLE XI
COMMITTEES
Section 1. The Board of Directors may designate two or more Directors
to constitute an executive committee or other committees, which committees
shall have and may exercise all such authority of the Board of Directors as
shall be provided in such resolution. At the time of such appointment, the
Board of Directors may also appoint, in respect to each member of any such
committee, another Director to serve as his alternate at any meeting of such
committee which such member is unable to attend. Each alternate shall have,
during his attendance at a meeting of such committee, all the rights and
obligations of a regular member thereof. Any vacancy on any such committee
or among alternate members thereof shall be filled by the Board of Directors.
ARTICLE XII
STOCK CERTIFICATES
Section 1. All stock certificates may bear the facsimile signatures of
the President or a Vice President and the Treasurer or an Assistant Treasurer
and a facsimile seal of the Company, or may be signed by the President or a
Vice President and the Treasurer or an Assistant Treasurer or the Secretary
or an Assistant Secretary, and may be sealed by any one of such officers.
ARTICLE XIII
CORPORATE SEAL
Section 1. The corporate seal of the Company shall be circular in form
with the name of the Company inscribed therein.
ARTICLE XIV
AMENDMENTS
Section 1. These by-laws may be altered, amended, added to or repealed
from time to time by an affirmative vote of the holders of a majority of the
voting power of shares entitled to vote thereon at any meeting of the
shareholders called for the purpose or by an affirmative vote of Directors
holding a majority of the number of directorships at any meeting of the Board
of Directors called for the purpose.
Exhibit B.32.2
CERTIFICATE AMENDING OR RESTATING CERTIFICATE OF INCORPORATION
61-38 Rev. 9/90
Stock Corporation
STATE OF CONNECTICUT
SECRETARY OF THE STATE
30 TRINITY STREET
HARTFORD, CT 06106
1. Name of Corporation (Please enter name within lines)
COE Ave Fenix Corporation
2. The Certificate of Incorporation is: (Check one)
X A. Amended only, pursuant to Conn., Gen. Stat. Section 33-360
B. Amended only, to cancel authorized shares (state number of shares to be
canceled, the class, the series, if any, and the par value, P.A. 90-107.)
C. Restated only, pursuant to Conn. Gen. Stat. Section 33-362(a)
D. Amended and restated, pursuant to Conn. Gen. Stat. Section
33-362(c).
E. Restated and superseded pursuant to Conn. Gen. Stat. Section
33-362(d).
Set forth here the resolution of amendment and/or restatement. Use an 8 1/2
x 11 attached sheet if more space is needed. Conn. Gen. Stat. Section 1-9.
See Attachment A.
(If 2A or 2B is checked, go to 5 & 6 to complete this certificate. If 2C or
2D is checked, complete 3A or 3B. If 2E is checked, complete 4.)
3. (Check one)
A. This certificate purports merely to restate but not to change the
provisions of the original Certificate of Incorporation as supplemented and
amended to date, and the provisions of this Restated Certificate of
Incorporation (If 3A is checked, go to 5 & 6 to complete this certificate.)
B. This Restated Certificate of Incorporation shall give effect to the
amendment(s) and purports to restate all those provisions now in effect not
being amended by such new amendment(s). (If 3B is checked, check 4, if true,
and go to 5 & 6 to complete this Certificate.)
4. (Check, if true)
This restated Certificate of Incorporation was adopted by the greatest
vote which would have been required to amend any provision of the Certificate
of Incorporation as in effect before such vote and supersedes such
Certificate of Incorporation.
5. The manner of adopting the resolution was as follows: (Check one A, or
B, or C)
X A. By the board of directors and shareholders, pursuant to Conn.
Gen. Stat. Section 33-360.
Vote of Shareholders: (Check (i) or (ii), and check (iii) if
applicable.)
(i) X No shares are required to be voted as a class; the
shareholder's vote was as follows:
Vote Required for Adoption 67 Vote Favoring Adoption 100
(ii) There are shares of more than one class entitled to vote as a
class. The designation of each class required for adoption of the resolution
and the vote of each class in favor of adoption were as follows:
(Use an 8 1/2 x 11 attached sheet if more space is needed. Conn.
Gen. Stat. Section 1-9.)
(iii) Check here if the corporation has 100 or more recordholders,
as defined in Conn. Gen. Stat. Section 33-311a(a).
B. By the board of directors acting alone, pursuant to Conn. Gen. Stat.
Section 33-360(b)(2) or 33-362(a).
The number of affirmative votes required to adopt such resolution is:
The number of directors' votes in favor of the resolution was:
We hereby declare, under the penalties of false statement, that the
statements made in the foregoing certificate are true:
(Print or Type)
Name of President/Vice President
John B. Keane
Signature
/s/John B. Keane
(Print or Type)
Name of Secretary/Assistant Secretary
Mark A. Joyse
Signature
/s/Mark A. Joyse
C. The corporation does not have any shareholders. The resolution was
adopted by vote of at least two-thirds of the incorporators before the
organization meeting of the corporation, and approved in writing by all
subscribers for shares of the corporation. If there are not subscribers,
state NONE below.
We (at least two-thirds of the incorporators) hereby declare, under the
penalties of false statement, that the statements made in the foregoing
certificate are true.
Signed Incorporator Signed Subscriber
Signed Incorporator Signed Subscriber
Signed Incorporator Signed Subscriber
(Use an 8 1/2 x 11 attached sheet if more space is needed. Conn. Gen. Stat.
Section 1-9)
6. Dated at Berlin, Connecticut this 26th of December, 1996
Rec, CC, GS: (Type or Print)
/s/ Tracy A. DeCredico
Northeast Utilities Service Company
107 Selden Street
Berlin, CT 06037
Please provide filer's name and complete address for mailing receipt
ATTACHMENT A
(COE Ave Fenix Corporation)
RESOLVED, that a new Article is hereby added to the Company's Certificate of
Incorporation as follows:
ARTICLE. Effective January 1, 1997, the Company shall indemnify and advance
expenses to an individual made a party to a proceeding because he/she is or
was a Director of the Company under Section 33-771 of the Connecticut General
Statutes, Revision of 1958, as amended. Effective January 1, 1997, the
Company shall also indemnify and advance expenses under Sections 33-770 to
33-778, inclusive, of the Connecticut General Statutes, to any officer,
employee or agent of the company who is not a director to the same extent as
provided to a director.
Exhibit B.32.3
COE AVE FENIX CORPORATION
BY-LAWS
Adopted
May 19, 1995
Amended
January 1, 1997
COE AVE FENIX CORPORATION
BY-LAWS
ARTICLE I
MEETINGS OF SHAREHOLDERS
Section 1. Meetings of the shareholders may be held at such place
either within or without the State of Connecticut as may be designated by the
Board of Directors.
Section 2. The Annual Meeting of Shareholders for the election of
Directors and the transaction of such other business as may properly be
brought before the meeting shall be held in March, April, May, June or July
in each year on the day and at the hour designated by the Board of Directors.
Section 3. Notice of all meetings of shareholders, stating the day,
hour and place thereof, shall be given by a written or printed notice,
delivered or sent by mail, at least ten days but not more than fifty days
prior to the meeting, to each shareholder of record on the books of the
Company and entitled to vote at such meeting, at the address appearing on
such books, unless such shareholder shall waive notice or be in attendance at
the meeting. Notice of a special meeting of shareholders shall state also
the general purpose or purposes of such meeting and no business other than
that of which notice has been so given shall be transacted at such meeting.
Section 4. At all meetings of shareholders each share of common stock
entitled to vote, and represented in person or by proxy, shall be entitled to
one vote.
Section 5. The Board of Directors may fix a date as the record date for
the purpose of determining shareholders entitled to notice of and to vote at
any meeting of shareholders or any adjournment thereof, such date in any case
to be not earlier than the date such action is taken by the Board of
Directors and not more than seventy days and not less than ten days
immediately preceding the date of such meeting. In such case only such
shareholders or their legal representatives as shall be shareholders on the
record date so fixed shall be entitled to such notice and to vote at such
meeting or any adjournment thereof, notwithstanding the transfer of any
shares of stock on the books of the Company after any such record date so
fixed.
ARTICLE II
DIRECTORS
Section 1. The business, property and affairs of the Company shall be
managed by a Board of not less than three nor more than sixteen Directors.
Notwithstanding the foregoing, the business, property and affairs of the
Company shall be managed by a Board of one Director, if only one Director has
been elected and qualified, provided there is only one shareholder of the
Company at such time. Within these limits, the number of positions on the
Board of Directors for any year shall be the number fixed by resolution of
the shareholders or of the Board of Directors, or, in the absence of such a
resolution, shall be the number of Directors elected at the preceding Annual
Meeting of Shareholders. The Directors so elected shall continue in office
until their successors have been elected and qualified, except that a
Director shall cease to be in office upon his death, resignation, lawful
removal or court order decreeing that he is no longer a Director in office.
Section 2. The Board of Directors shall have power to fill vacancies
that may occur in the Board, or any other office, by death, resignation or
otherwise, by a majority vote of the remaining members of the Board, and the
person so chosen shall hold the office until the next Annual Meeting of
Shareholders and until his successor shall be elected and qualified.
Section 3. The Board of Directors shall have power to employ such and
so many agents and factors or employees as the interests of the Company may
require, and to fix the compensation and define the duties of all of the
officers, agents, factors and employees of the Company. All the officers,
agents, factors and employees of the Company shall be subject to the order of
said Board, shall hold their offices at the pleasure of said Board, and may
be removed at any time by said Board at its discretion.
Section 4. The Board of Directors shall have power to fix from time to
time the compensation of the Directors and the method of payment thereof.
Section 5. Any one or more Directors may be removed from office at any
time with or without any showing of cause by affirmative vote of the holders
of a majority of the Company's issued and outstanding shares entitled to
vote.
ARTICLE III
MEETINGS OF DIRECTORS
Section 1. A regular meeting of the Board of Directors shall be held
annually, without notice, directly following the Annual Meeting of
Shareholders, for the election of officers and the transaction of other
business.
Section 2. All other regular meetings of the Board of Directors may be
held at such time and place as the Board may from time to time determine and
fix by resolution. Special meetings of the Board may be held at any place
upon call of the Chairman (if there be one) or the President, or, in the
event of the absence or inability of either to act, of a Vice President, or
upon call of any three or more directors.
Section 3. Oral or written notice of the time and place of each special
meeting of the Board of Directors shall be given to each director personally
or by telephone, or by mail or telegraph at his last-known post office
address, at least twenty-four hours prior to the time of the meeting;
provided that any director may waive such notice in writing or by telegraph
or by attendance at such meeting.
Section 4. One-third of the directorships as fixed in accordance with
Article II, Section 1 of these By-Laws shall constitute a quorum, except
(subject to the provisions of Article III, Section 3) that no quorum shall
consist of less than two Directors. Notwithstanding the foregoing, a quorum
shall consist of one Director if only one Director has been elected and
qualified, provided there is only one shareholder of the Company at such
time. A number less than a quorum may adjourn from time to time until a
quorum is present. In the event of such an adjournment, notice of the
adjourned meeting shall be given to all Directors.
Section 5. Except as otherwise provided by these By-Laws, the act of a
majority of the Directors present at a meeting at which a quorum is present
at the time of the act shall be the act of the Board of Directors.
Section 6. Any resolution in writing concerning action to be taken by
the Company, which resolution is approved and signed by all of the Directors,
severally or collectively, whose number shall constitute a quorum for such
action, shall have the same force and effect as if such action were
authorized at a meeting of the Board of Directors duly called and held for
that purpose, and such resolution, together with the Directors' written
approval thereof, shall be recorded by the Secretary in the minute book of
the Company.
Section 7. A Director or a member of a committee of the Board of
Directors may participate in a meeting of the Board of Directors or of such
committee by means of conference telephone or similar communications
equipment enabling all Directors participating in the meeting to hear one
another, and participation in a meeting in such manner shall constitute
presence in person at such meeting.
ARTICLE IV
OFFICERS
Section 1. At its annual meeting the Board of Directors shall elect a
President, one or more Vice Presidents, a Secretary, a Treasurer and, if the
Board shall so determine, a Chairman, each of whom shall, subject to the
provisions of Article IV, Section 3, hold office until the next annual
election of officers and until his successor shall have been elected and
qualified. Any two or more offices may be held by the same person except
that the offices of the President and Secretary may not be simultaneously
held by the same person. The Board shall also elect at such annual meeting,
and may elect at any regular or special meeting, such other officers as may
be required for the prompt and orderly transaction of the business of the
Company. Any vacancy occurring in any office may be filled at any regular
meeting of the Board or at any special meeting of the Board held for that
purpose.
Section 2. In addition to such powers and duties as these By-Laws and
the Board of Directors may prescribe, and except as may be otherwise provided
by the Board, each officer shall have the powers and perform the duties which
by law and general usage appertain to his particular office.
Section 3. Any officer may be removed, with or without cause, at any
time by the Board in its discretion. Vacancies among the officers by reason
of death, resignation, removal (with or without cause) or other reason shall
be filled by the Board of Directors.
ARTICLE V
CHAIRMAN AND PRESIDENT
Section 1. The Chairman, if such office shall be filled by the
Directors, shall, when present, preside at all meetings of said Board and of
the shareholders. He shall have such other authority and shall perform such
additional duties as may be assigned to him from time to time by the Board of
Directors.
Section 2. The President shall be the chief executive officer of the
Company and shall be responsible for the general supervision, direction and
control of the business and affairs of the Company. If the Chairman shall be
absent or unable to perform the duties of his office, or if the office of the
Chairman shall not have been filled by the Directors, the President shall
preside at meetings of the Board of Directors and of the stockholders. He
shall have such other authority and shall perform such additional duties as
may be assigned to him from time to time by the Board of Directors.
ARTICLE VI
VICE PRESIDENTS
Section 1. The Vice Presidents shall have such powers and duties as may
be assigned to them from time to time by the Board of Directors or the
President. One of such Vice Presidents may be designated by said Board as
Executive Vice President and, if so designated, shall exercise the powers and
perform the duties of the President in the absence of the President or if the
President is unable to perform the duties of his office. The Board of
Directors may also designate one or more of such Vice Presidents as Senior
Vice Presidents.
ARTICLE VII
SECRETARY
Section 1. The Secretary shall keep the minutes of all meetings of the
shareholders and of the Board of Directors. He shall give notice of all
meetings of the shareholders and of said Board. He shall record all votes
taken at such meetings. He shall be custodian of all contracts, leases,
assignments, deeds and other instruments in writing and documents not
properly belonging to the office of the Treasurer, and shall perform such
additional duties as may be assigned to him from time to time by the Board of
Directors, the Chairman, the President or by-law.
Section 2. He shall have the custody of the Corporate Seal of the
Company and shall affix the same to all instruments requiring a seal except
as otherwise provided in these By-Laws.
ARTICLE VIII
ASSISTANT SECRETARIES
Section 1. One or more Assistant Secretaries shall perform the duties
of the Secretary if the Secretary shall be absent or unable to perform the
duties of his office. The Assistant Secretaries shall perform such
additional duties as may be assigned to them from time to time by the Board
of Directors, the Chairman, the President or the Secretary.
ARTICLE IX
TREASURER
Section 1. The Treasurer shall have charge of all receipts and
disbursements of the Company, and shall be the custodian of the Company's
funds. He shall have full authority to receive and give receipts for all
moneys due and payable to the Company from any source whatever, and give full
discharge for the same, and to endorse checks, drafts and warrants in its
name and on its behalf. He shall sign all checks, notes, drafts and similar
instruments, except as otherwise provided for the Board of Directors.
Section 2. He shall perform such additional duties as may be assigned
to him from time to time by the Board of Directors, the Chairman, the
President or by-law.
ARTICLE X
ASSISTANT TREASURERS
Section 1. One or more Assistant Treasurers shall perform the duties of
the Treasurer if the Treasurer shall be absent or unable to perform the
duties of his office. The Assistant Treasurers shall perform such additional
duties as may assigned to them form time to time by the Board of Directors,
the Chairman, the President or the Treasurer.
ARTICLE XI
COMMITTEES
Section 1. The Board of Directors may designate two or more Directors
to constitute an executive committee or other committees, which committees
shall have and may exercise all such authority of the Board of Directors as
shall be provided in such resolution. At the time of such appointment, the
Board of Directors may also appoint, in respect to each member of any such
committee, another Director to serve as his alternate at any meeting of such
committee which such member is unable to attend. Each alternate shall have,
during his attendance at a meeting of such committee, all the rights and
obligations of a regular member thereof. Any vacancy on any such committee
or among alternate members thereof shall be filled by the Board of Directors.
ARTICLE XII
STOCK CERTIFICATES
Section 1. All stock certificates may bear the facsimile signatures of
the President or a Vice President and the Treasurer or an Assistant Treasurer
and a facsimile seal of the Company, or may be signed by the President or a
Vice President and the Treasurer or an Assistant Treasurer or the Secretary
or an Assistant Secretary, and may be sealed by any one of such officers.
ARTICLE XIII
CORPORATE SEAL
Section 1. The corporate seal of the Company shall be circular in form
with the name of the Company inscribed therein.
representative or successor he is, is finally adjudged in such action, suit
or proceeding to be liable for negligence or misconduct in the performance of
his duties.
ARTICLE XIV
AMENDMENTS
Section 1. These by-laws may be altered, amended, added to or repealed
from time to time by an affirmative vote of the holders of a majority of the
voting power of shares entitled to vote thereon at any meeting of the
shareholders called for the purpose or by an affirmative vote of Directors
holding a majority of the number of directorships at any meeting of the Board
of Directors called for the purpose.
Exhibit B.33.2
CERTIFICATE AMENDING OR RESTATING CERTIFICATE OF INCORPORATION
61-38 Rev. 9/90
Stock Corporation
STATE OF CONNECTICUT
SECRETARY OF THE STATE
30 TRINITY STREET
HARTFORD, CT 06106
1. Name of Corporation (Please enter name within lines)
COE Tejona Corporation
2. The Certificate of Incorporation is: (Check one)
X A. Amended only, pursuant to Conn., Gen. Stat. Section 33-360
B. Amended only, to cancel authorized shares (state number of shares to be
canceled, the class, the series, if any, and the par value, P.A. 90-107.)
C. Restated only, pursuant to Conn. Gen. Stat. Section 33-362(a)
D. Amended and restated, pursuant to Conn. Gen. Stat. Section
33-362(c).
E. Restated and superseded pursuant to Conn. Gen. Stat. Section
33-362(d).
Set forth here the resolution of amendment and/or restatement. Use an 8 1/2
x 11 attached sheet if more space is needed. Conn. Gen. Stat. Section 1-9.
See Attachment A.
(If 2A or 2B is checked, go to 5 & 6 to complete this certificate. If 2C or
2D is checked, complete 3A or 3B. If 2E is checked, complete 4.)
3. (Check one)
A. This certificate purports merely to restate but not to change the
provisions of the original Certificate of Incorporation as supplemented and
amended to date, and the provisions of this Restated Certificate of
Incorporation (If 3A is checked, go to 5 & 6 to complete this certificate.)
B. This Restated Certificate of Incorporation shall give effect to the
amendment(s) and purports to restate all those provisions now in effect not
being amended by such new amendment(s). (If 3B is checked, check 4, if true,
and go to 5 & 6 to complete this Certificate.)
4. (Check, if true)
This restated Certificate of Incorporation was adopted by the greatest
vote which would have been required to amend any provision of the Certificate
of Incorporation as in effect before such vote and supersedes such
Certificate of Incorporation.
5. The manner of adopting the resolution was as follows: (Check one A, or
B, or C)
X A. By the board of directors and shareholders, pursuant to Conn.
Gen. Stat. Section 33-360.
Vote of Shareholders: (Check (i) or (ii), and check (iii) if
applicable.)
(i) X No shares are required to be voted as a class; the
shareholder's vote was as follows:
Vote Required for Adoption 67 Vote Favoring Adoption 100
(ii) There are shares of more than one class entitled to vote as a
class. The designation of each class required for adoption of the resolution
and the vote of each class in favor of adoption were as follows:
(Use an 8 1/2 x 11 attached sheet if more space is needed. Conn.
Gen. Stat. Section 1-9.)
(iii) Check here if the corporation has 100 or more recordholders,
as defined in Conn. Gen. Stat. Section 33-311a(a).
B. By the board of directors acting alone, pursuant to Conn. Gen. Stat.
Section 33-360(b)(2) or 33-362(a).
The number of affirmative votes required to adopt such resolution is:
The number of directors' votes in favor of the resolution was:
We hereby declare, under the penalties of false statement, that the
statements made in the foregoing certificate are true:
(Print or Type)
Name of President/Vice President
John B. Keane
Signature
/s/John B. Keane
(Print or Type)
Name of Secretary/Assistant Secretary
Mark A. Joyse
Signature
/s/Mark A. Joyse
C. The corporation does not have any shareholders. The resolution was
adopted by vote of at least two-thirds of the incorporators before the
organization meeting of the corporation, and approved in writing by all
subscribers for shares of the corporation. If there are not subscribers,
state NONE below.
We (at least two-thirds of the incorporators) hereby declare, under the
penalties of false statement, that the statements made in the foregoing
certificate are true.
Signed Incorporator Signed Subscriber
Signed Incorporator Signed Subscriber
Signed Incorporator Signed Subscriber
(Use an 8 1/2 x 11 attached sheet if more space is needed. Conn. Gen. Stat.
Section 1-9)
6. Dated at Berlin, Connecticut this 26th of December, 1996
Rec, CC, GS: (Type or Print)
/s/ Tracy A. DeCredico
Northeast Utilities Service Company
107 Selden Street
Berlin, CT 06037
Please provide filer's name and complete address for mailing receipt
ATTACHMENT A
(COE Tejona Corporation)
RESOLVED, that a new Article is hereby added to the Company's Certificate of
Incorporation as follows:
ARTICLE. Effective January 1, 1997, the Company shall indemnify and advance
expenses to an individual made a party to a proceeding because he/she is or
was a Director of the Company under Section 33-771 of the Connecticut General
Statutes, Revision of 1958, as amended. Effective January 1, 1997, the
Company shall also indemnify and advance expenses under Sections 33-770 to
33-778, inclusive, of the Connecticut General Statutes, to any officer,
employee or agent of the company who is not a director to the same extent as
provided to a director.
Exhibit B.33.3
COE TEJONA CORPORATION
BY-LAWS
Adopted
April 10, 1995
Amended
January 1, 1997
COE TEJONA CORPORATION
BY-LAWS
ARTICLE I
MEETINGS OF SHAREHOLDERS
Section 1. Meetings of the shareholders may be held at such place
either within or without the State of Connecticut as may be designated by the
Board of Directors.
Section 2. The Annual Meeting of Shareholders for the election of
Directors and the transaction of such other business as may properly be
brought before the meeting shall be held in March, April, May, June or July
in each year on the day and at the hour designated by the Board of Directors.
Section 3. Notice of all meetings of shareholders, stating the day,
hour and place thereof, shall be given by a written or printed notice,
delivered or sent by mail, at least ten days but not more than fifty days
prior to the meeting, to each shareholder of record on the books of the
Company and entitled to vote at such meeting, at the address appearing on
such books, unless such shareholder shall waive notice or be in attendance at
the meeting. Notice of a special meeting of shareholders shall state also
the general purpose or purposes of such meeting and no business other than
that of which notice has been so given shall be transacted at such meeting.
Section 4. At all meetings of shareholders each share of common stock
entitled to vote, and represented in person or by proxy, shall be entitled to
one vote.
Section 5. The Board of Directors may fix a date as the record date for
the purpose of determining shareholders entitled to notice of and to vote at
any meeting of shareholders or any adjournment thereof, such date in any case
to be not earlier than the date such action is taken by the Board of
Directors and not more than seventy days and not less than ten days
immediately preceding the date of such meeting. In such case only such
shareholders or their legal representatives as shall be shareholders on the
record date so fixed shall be entitled to such notice and to vote at such
meeting or any adjournment thereof, notwithstanding the transfer of any
shares of stock on the books of the Company after any such record date so
fixed.
ARTICLE II
DIRECTORS
Section 1. The business, property and affairs of the Company shall be
managed by a Board of not less than three nor more than sixteen Directors.
Notwithstanding the foregoing, the business, property and affairs of the
Company shall be managed by a Board of one Director, if only one Director has
been elected and qualified, provided there is only one shareholder of the
Company at such time. Within these limits, the number of positions on the
Board of Directors for any year shall be the number fixed by resolution of
the shareholders or of the Board of Directors, or, in the absence of such a
resolution, shall be the number of Directors elected at the preceding Annual
Meeting of Shareholders. The Directors so elected shall continue in office
until their successors have been elected and qualified, except that a
Director shall cease to be in office upon his death, resignation, lawful
removal or court order decreeing that he is no longer a Director in office.
Section 2. The Board of Directors shall have power to fill vacancies
that may occur in the Board, or any other office, by death, resignation or
otherwise, by a majority vote of the remaining members of the Board, and the
person so chosen shall hold the office until the next Annual Meeting of
Shareholders and until his successor shall be elected and qualified.
Section 3. The Board of Directors shall have power to employ such and
so many agents and factors or employees as the interests of the Company may
require, and to fix the compensation and define the duties of all of the
officers, agents, factors and employees of the Company. All the officers,
agents, factors and employees of the Company shall be subject to the order of
said Board, shall hold their offices at the pleasure of said Board, and may
be removed at any time by said Board at its discretion.
Section 4. The Board of Directors shall have power to fix from time to
time the compensation of the Directors and the method of payment thereof.
Section 5. Any one or more Directors may be removed from office at any
time with or without any showing of cause by affirmative vote of the holders
of a majority of the Company's issued and outstanding shares entitled to
vote.
ARTICLE III
MEETINGS OF DIRECTORS
Section 1. A regular meeting of the Board of Directors shall be held
annually, without notice, directly following the Annual Meeting of
Shareholders, for the election of officers and the transaction of other
business.
Section 2. All other regular meetings of the Board of Directors may be
held at such time and place as the Board may from time to time determine and
fix by resolution. Special meetings of the Board may be held at any place
upon call of the Chairman (if there be one) or the President, or, in the
event of the absence or inability of either to act, of a Vice President, or
upon call of any three or more directors.
Section 3. Oral or written notice of the time and place of each special
meeting of the Board of Directors shall be given to each director personally
or by telephone, or by mail or telegraph at his last-known post office
address, at least twenty-four hours prior to the time of the meeting;
provided that any director may waive such notice in writing or by telegraph
or by attendance at such meeting.
Section 4. One-third of the directorships as fixed in accordance with
Article II, Section 1 of these By-Laws shall constitute a quorum, except
(subject to the provisions of Article III, Section 3) that no quorum shall
consist of less than two Directors. Notwithstanding the foregoing, a quorum
shall consist of one Director if only one Director has been elected and
qualified, provided there is only one shareholder of the Company at such
time. A number less than a quorum may adjourn from time to time until a
quorum is present. In the event of such an adjournment, notice of the
adjourned meeting shall be given to all Directors.
Section 5. Except as otherwise provided by these By-Laws, the act of a
majority of the Directors present at a meeting at which a quorum is present
at the time of the act shall be the act of the Board of Directors.
Section 6. Any resolution in writing concerning action to be taken by
the Company, which resolution is approved and signed by all of the Directors,
severally or collectively, whose number shall constitute a quorum for such
action, shall have the same force and effect as if such action were
authorized at a meeting of the Board of Directors duly called and held for
that purpose, and such resolution, together with the Directors' written
approval thereof, shall be recorded by the Secretary in the minute book of
the Company.
Section 7. A Director or a member of a committee of the Board of
Directors may participate in a meeting of the Board of Directors or of such
committee by means of conference telephone or similar communications
equipment enabling all Directors participating in the meeting to hear one
another, and participation in a meeting in such manner shall constitute
presence in person at such meeting.
ARTICLE IV
OFFICERS
Section 1. At its annual meeting the Board of Directors shall elect a
President, one or more Vice Presidents, a Secretary, a Treasurer and, if the
Board shall so determine, a Chairman, each of whom shall, subject to the
provisions of Article IV, Section 3, hold office until the next annual
election of officers and until his successor shall have been elected and
qualified. Any two or more offices may be held by the same person except
that the offices of the President and Secretary may not be simultaneously
held by the same person. The Board shall also elect at such annual meeting,
and may elect at any regular or special meeting, such other officers as may
be required for the prompt and orderly transaction of the business of the
Company. Any vacancy occurring in any office may be filled at any regular
meeting of the Board or at any special meeting of the Board held for that
purpose.
Section 2. In addition to such powers and duties as these By-Laws and
the Board of Directors may prescribe, and except as may be otherwise provided
by the Board, each officer shall have the powers and perform the duties which
by law and general usage appertain to his particular office.
Section 3. Any officer may be removed, with or without cause, at any
time by the Board in its discretion. Vacancies among the officers by reason
of death, resignation, removal (with or without cause) or other reason shall
be filled by the Board of Directors.
ARTICLE V
CHAIRMAN AND PRESIDENT
Section 1. The Chairman, if such office shall be filled by the
Directors, shall, when present, preside at all meetings of said Board and of
the shareholders. He shall have such other authority and shall perform such
additional duties as may be assigned to him from time to time by the Board of
Directors.
Section 2. The President shall be the chief executive officer of the
Company and shall be responsible for the general supervision, direction and
control of the business and affairs of the Company. If the Chairman shall be
absent or unable to perform the duties of his office, or if the office of the
Chairman shall not have been filled by the Directors, the President shall
preside at meetings of the Board of Directors and of the stockholders. He
shall have such other authority and shall perform such additional duties as
may be assigned to him from time to time by the Board of Directors.
ARTICLE VI
VICE PRESIDENTS
Section 1. The Vice Presidents shall have such powers and duties as may
be assigned to them from time to time by the Board of Directors or the
President. One of such Vice Presidents may be designated by said Board as
Executive Vice President and, if so designated, shall exercise the powers and
perform the duties of the President in the absence of the President or if the
President is unable to perform the duties of his office. The Board of
Directors may also designate one or more of such Vice Presidents as Senior
Vice Presidents.
ARTICLE VII
SECRETARY
Section 1. The Secretary shall keep the minutes of all meetings of the
shareholders and of the Board of Directors. He shall give notice of all
meetings of the shareholders and of said Board. He shall record all votes
taken at such meetings. He shall be custodian of all contracts, leases,
assignments, deeds and other instruments in writing and documents not
properly belonging to the office of the Treasurer, and shall perform such
additional duties as may be assigned to him from time to time by the Board of
Directors, the Chairman, the President or by-law.
Section 2. He shall have the custody of the Corporate Seal of the
Company and shall affix the same to all instruments requiring a seal except
as otherwise provided in these By-Laws.
ARTICLE VIII
ASSISTANT SECRETARIES
Section 1. One or more Assistant Secretaries shall perform the duties
of the Secretary if the Secretary shall be absent or unable to perform the
duties of his office. The Assistant Secretaries shall perform such
additional duties as may be assigned to them from time to time by the Board
of Directors, the Chairman, the President or the Secretary.
ARTICLE IX
TREASURER
Section 1. The Treasurer shall have charge of all receipts and
disbursements of the Company, and shall be the custodian of the Company's
funds. He shall have full authority to receive and give receipts for all
moneys due and payable to the Company from any source whatever, and give full
discharge for the same, and to endorse checks, drafts and warrants in its
name and on its behalf. He shall sign all checks, notes, drafts and similar
instruments, except as otherwise provided for the Board of Directors.
Section 2. He shall perform such additional duties as may be assigned
to him from time to time by the Board of Directors, the Chairman, the
President or by-law.
ARTICLE X
ASSISTANT TREASURERS
Section 1. One or more Assistant Treasurers shall perform the duties of
the Treasurer if the Treasurer shall be absent or unable to perform the
duties of his office. The Assistant Treasurers shall perform such additional
duties as may assigned to them form time to time by the Board of Directors,
the Chairman, the President or the Treasurer.
ARTICLE XI
COMMITTEES
Section 1. The Board of Directors may designate two or more Directors
to constitute an executive committee or other committees, which committees
shall have and may exercise all such authority of the Board of Directors as
shall be provided in such resolution. At the time of such appointment, the
Board of Directors may also appoint, in respect to each member of any such
committee, another Director to serve as his alternate at any meeting of such
committee which such member is unable to attend. Each alternate shall have,
during his attendance at a meeting of such committee, all the rights and
obligations of a regular member thereof. Any vacancy on any such committee
or among alternate members thereof shall be filled by the Board of Directors.
ARTICLE XII
STOCK CERTIFICATES
Section 1. All stock certificates may bear the facsimile signatures of
the President or a Vice President and the Treasurer or an Assistant Treasurer
and a facsimile seal of the Company, or may be signed by the President or a
Vice President and the Treasurer or an Assistant Treasurer or the Secretary
or an Assistant Secretary, and may be sealed by any one of such officers.
ARTICLE XIII
CORPORATE SEAL
Section 1. The corporate seal of the Company shall be circular in form
with the name of the Company inscribed therein.
ARTICLE XIV
AMENDMENTS
Section 1. These by-laws may be altered, amended, added to or repealed
from time to time by an affirmative vote of the holders of a majority of the
voting power of shares entitled to vote thereon at any meeting of the
shareholders called for the purpose or by an affirmative vote of Directors
holding a majority of the number of directorships at any meeting of the Board
of Directors called for the purpose.
Exhibit B.39.1
CERTIFICATE OF INCORPORATION
STOCK CORPORATION
STATE OF CONNECTICUT
SECRETARY OF THE STATE
The undersigned incorporator(s) hereby form(s) a corporation under the Stock
Corporation Act of the State of Connecticut:
1. The name of the corporation is: NU/Mode 1 Communications, Inc.
2. The nature of the business to be transacted, or the purposes to be
promoted or carried out by the corporation, are as follows:
To engage in any lawful act or activity for which corporations may be formed
under the Stock Corporation Act of the State of Connecticut.
3. The designation of each class of shares, the authorized number of shares
of each such class, and the par value (if any) of each share thereof, are as
follows:
There shall be one class of capital stock, designated "Common Stock" and
having a par value of $1.00 per share, of which 20,000 shares shall be
authorized.
4. The terms, limitations and relative rights and preferences of each class
of shares and series thereof (if any), or an express grant of authority to
the board of directors pursuant to Section 33-341, 1959 Supp. Conn. G.S., are
as follows:
There is only one class of shares authorized, as described in item 3 above.
5. The minimum amount of stated capital with which the corporation shall
commence business is:
$1,000 dollars
6.(7)Other provisions
Any action which under any provision of Ch. 599, Title 33 of the
Connecticut General Statutes, Revision of 1958, as amended, may be taken at a
meeting of shareholders may also be taken without a meeting, by consent, in
writing, setting forth the action to be taken, signed by persons holding not
less than a majority of the voting power of shares, or of the shares of any
particular class entitled to vote thereon or to take such action, or their
duly authorized attorneys, all in accordance with the terms and subject to
the limitations imposed by Section 33-330 of the Connecticut General
Statutes.
Dated this 26th day of March,1996
I hereby declare, under the penalties of false statement, that the statements
made in the foregoing certificate are true.
This certificate of incorporation must be signed by each incorporator.
NAME OF INCORPORATOR (Print or Type)
1. Mark A. Joyse
SIGNED (Incorporator)
1. /s/Mark A. Joyse
Exhibit B.39.2
CERTIFICATE AMENDING OR RESTATING CERTIFICATE OF INCORPORATION
61-38 Rev. 9/90
Stock Corporation
STATE OF CONNECTICUT
SECRETARY OF THE STATE
30 TRINITY STREET
HARTFORD, CT 06106
1. Name of Corporation (Please enter name within lines)
NU/Mode 1 Communications, Inc.
2. The Certificate of Incorporation is: (Check one)
X A. Amended only, pursuant to Conn., Gen. Stat. Section 33-360
B. Amended only, to cancel authorized shares (state number of shares to be
canceled, the class, the series, if any, and the par value, P.A. 90-107.)
C. Restated only, pursuant to Conn. Gen. Stat. Section 33-362(a)
D. Amended and restated, pursuant to Conn. Gen. Stat. Section
33-362(c).
E. Restated and superseded pursuant to Conn. Gen. Stat. Section
33-362(d).
Set forth here the resolution of amendment and/or restatement. Use an 8 1/2
x 11 attached sheet if more space is needed. Conn. Gen. Stat. Section 1-9.
See Attachment A.
(If 2A or 2B is checked, go to 5 & 6 to complete this certificate. If 2C or
2D is checked, complete 3A or 3B. If 2E is checked, complete 4.)
3. (Check one)
A. This certificate purports merely to restate but not to change the
provisions of the original Certificate of Incorporation as supplemented and
amended to date, and the provisions of this Restated Certificate of
Incorporation (If 3A is checked, go to 5 & 6 to complete this certificate.)
B. This Restated Certificate of Incorporation shall give effect to the
amendment(s) and purports to restate all those provisions now in effect not
being amended by such new amendment(s). (If 3B is checked, check 4, if true,
and go to 5 & 6 to complete this Certificate.)
4. (Check, if true)
This restated Certificate of Incorporation was adopted by the greatest
vote which would have been required to amend any provision of the Certificate
of Incorporation as in effect before such vote and supersedes such
Certificate of Incorporation.
5. The manner of adopting the resolution was as follows: (Check one A, or
B, or C)
X A. By the board of directors and shareholders, pursuant to Conn.
Gen. Stat. Section 33-360.
Vote of Shareholders: (Check (i) or (ii), and check (iii) if
applicable.)
(i) X No shares are required to be voted as a class; the
shareholder's vote was as follows:
Vote Required for Adoption 67 Vote Favoring Adoption 100
(ii) There are shares of more than one class entitled to vote as a
class. The designation of each class required for adoption of the resolution
and the vote of each class in favor of adoption were as follows:
(Use an 8 1/2 x 11 attached sheet if more space is needed. Conn.
Gen. Stat. Section 1-9.)
(iii) Check here if the corporation has 100 or more recordholders,
as defined in Conn. Gen. Stat. Section 33-311a(a).
B. By the board of directors acting alone, pursuant to Conn. Gen. Stat.
Section 33-360(b)(2) or 33-362(a).
The number of affirmative votes required to adopt such resolution is:
The number of directors' votes in favor of the resolution was:
We hereby declare, under the penalties of false statement, that the
statements made in the foregoing certificate are true:
(Print or Type)
Name of President/Vice President
John B. Keane
Signature
/s/John B. Keane
(Print or Type)
Name of Secretary/Assistant Secretary
Mark A. Joyse
Signature
/s/Mark A. Joyse
C. The corporation does not have any shareholders. The resolution was
adopted by vote of at least two-thirds of the incorporators before the
organization meeting of the corporation, and approved in writing by all
subscribers for shares of the corporation. If there are not subscribers,
state NONE below.
We (at least two-thirds of the incorporators) hereby declare, under the
penalties of false statement, that the statements made in the foregoing
certificate are true.
Signed Incorporator Signed Subscriber
Signed Incorporator Signed Subscriber
Signed Incorporator Signed Subscriber
(Use an 8 1/2 x 11 attached sheet if more space is needed. Conn. Gen. Stat.
Section 1-9)
6. Dated at Berlin, Connecticut this 26th of December, 1996
Rec, CC, GS: (Type or Print)
/s/ Tracy A. DeCredico
Northeast Utilities Service Company
107 Selden Street
Berlin, CT 06037
Please provide filer's name and complete address for mailing receipt
ATTACHMENT A
(NU/Mode 1 Communications, Inc.)
RESOLVED, that a new Article is hereby added to the Company's Certificate of
Incorporation as follows:
ARTICLE. Effective January 1, 1997, the Company shall indemnify and advance
expenses to an individual made a party to a proceeding because he/she is or
was a Director of the Company under Section 33-771 of the Connecticut General
Statutes, Revision of 1958, as amended. Effective January 1, 1997, the
Company shall also indemnify and advance expenses under Sections 33-770 to
33-778, inclusive, of the Connecticut General Statutes, to any officer,
employee or agent of the company who is not a director to the same extent as
provided to a director.
CERTIFICATE OF AMENDMENT
Stock Corporation
STATE OF CONNECTICUT
OFFICE OF THE SECRETARY OF THE STATE
30 TRINITY STREET
P.O. BOX 150470
HARTFORD, CT 06115/0470/new1-97
1. Name of Corporation
NU/Mode 1 Communications, Inc.
2. The Certificate of Incorporation is: (Check A, B, or C)
X A. Amended.
B. Amended and Restated.
C. Restated.
3. Text of Each Amendment/Restatement:
The following amendment was adopted by the shareholder on February 4th,
1997:
RESOLVED, that the Articles of Incorporation of the Company be amended
by striking Article 1 therefrom, and substituting the following therefor:
"1. The name of the corporation is: Mode 1 Communications, Inc."
4. Vote Information (check A, B, or C)
X A. The resolution was approved by shareholders as follows: (set forth
all voting information required by Conn. Gen. Stat. section 33-800 as amended
in the space provided below)
1. There is one class of capital stock, designated "Common Stock"
and having a par value of $1.00 per share, of which 100 shares are
outstanding.
2. No shares are entitled to be voted as a group.
3. The shareholder vote was as follows:
Vote required for adoption: 67
Vote favoring adoption: 100
B. The Amendment was adopted by the board of directors without
shareholder action. No shareholder vote was required for adoption.
C. The amendment was adopted by the incorporators without shareholder
action. No shareholder vote was required for adoption.
5. Execution
Dated this 4th Day of February, 1997
/s/Mark A. Joyse
Assistant Secretary
Exhibit B.39.3
MODE 1 COMMUNICATIONS, INC.
BY-LAWS
(FORMERLY NU/MODE 1 COMMUNICATIONS, INC.)
Adopted
March 26, 1996
Revised
December 9, 1996
January 1, 1997
NU/MODE 1 COMMUNICATIONS, INC.
BY-LAWS
ARTICLE I
MEETINGS OF SHAREHOLDERS
Section 1. Meetings of the shareholders may be held at such place
either within or without the State of Connecticut as may be designated by the
Board of Directors.
Section 2. The Annual Meeting of Shareholders for the election of
Directors and the transaction of such other business as may properly be
brought before the meeting shall be held in March, April, May, June or July
in each year on the day and at the hour designated by the Board of Directors.
Section 3. Notice of all meetings of shareholders, stating the day,
hour and place thereof, shall be given by a written or printed notice,
delivered or sent by mail, at least ten days but not more than fifty days
prior to the meeting, to each shareholder of record on the books of the
Company and entitled to vote at such meeting, at the address appearing on
such books, unless such shareholder shall waive notice or be in attendance at
the meeting. Notice of a special meeting of shareholders shall state also
the general purpose or purposes of such meeting and no business other than
that of which notice has been so given shall be transacted at such meeting.
Section 4. At all meetings of shareholders each share of common stock
entitled to vote, and represented in person or by proxy, shall be entitled to
one vote.
Section 5. The Board of Directors may fix a date as the record date for
the purpose of determining shareholders entitled to notice of and to vote at
any meeting of shareholders or any adjournment thereof, such date in any case
to be not earlier than the date such action is taken by the Board of
Directors and not more than seventy days and not less than ten days
immediately preceding the date of such meeting. In such case only such
shareholders or their legal representatives as shall be shareholders on the
record date so fixed shall be entitled to such notice and to vote at such
meeting or any adjournment thereof, notwithstanding the transfer of any
shares of stock on the books of the Company after any such record date so
fixed.
ARTICLE II
DIRECTORS
Section 1. The business, property and affairs of the Company shall be
managed by a Board of not less than three nor more than sixteen Directors.
Notwithstanding the foregoing, the business, property and affairs of the
Company shall be managed by a Board of one Director, if only one Director has
been elected and qualified, provided there is only one shareholder of the
Company at such time. Within these limits, the number of positions on the
Board of Directors for any year shall be the number fixed by resolution of
the shareholders or of the Board of Directors, or, in the absence of such a
resolution, shall be the number of Directors elected at the preceding Annual
Meeting of Shareholders. The Directors so elected shall continue in office
until their successors have been elected and qualified, except that a
Director shall cease to be in office upon his death, resignation, lawful
removal or court order decreeing that he is no longer a Director in office.
Section 2. The Board of Directors shall have power to fill vacancies
that may occur in the Board, or any other office, by death, resignation or
otherwise, by a majority vote of the remaining members of the Board, and the
person so chosen shall hold the office until the next Annual Meeting of
Shareholders and until his successor shall be elected and qualified.
Section 3. The Board of Directors shall have power to employ such and
so many agents and factors or employees as the interests of the Company may
require, and to fix the compensation and define the duties of all of the
officers, agents, factors and employees of the Company. All the officers,
agents, factors and employees of the Company shall be subject to the order of
said Board, shall hold their offices at the pleasure of said Board, and may
be removed at any time by said Board at its discretion.
Section 4. The Board of Directors shall have power to fix from time to
time the compensation of the Directors and the method of payment thereof.
Section 5. Any one or more Directors may be removed from office at any
time with or without any showing of cause by affirmative vote of the holders
of a majority of the Company's issued and outstanding shares entitled to
vote.
ARTICLE III
MEETINGS OF DIRECTORS
Section 1. A regular meeting of the Board of Directors shall be held
annually, without notice, directly following the Annual Meeting of
Shareholders, for the election of officers and the transaction of other
business.
Section 2. All other regular meetings of the Board of Directors may be
held at such time and place as the Board may from time to time determine and
fix by resolution. Special meetings of the Board may be held at any place
upon call of the Chairman (if there be one) or the President, or, in the
event of the absence or inability of either to act, of a Vice President, or
upon call of any three or more directors.
Section 3. Oral or written notice of the time and place of each special
meeting of the Board of Directors shall be given to each director personally
or by telephone, or by mail or telegraph at his last-known post office
address, at least twenty-four hours prior to the time of the meeting;
provided that any director may waive such notice in writing or by telegraph
or by attendance at such meeting.
Section 4. One-third of the directorships as fixed in accordance with
Article II, Section 1 of these By-Laws shall constitute a quorum, except
(subject to the provisions of Article III, Section 3) that no quorum shall
consist of less than two Directors. Notwithstanding the foregoing, a quorum
shall consist of one Director if only one Director has been elected and
qualified, provided there is only one shareholder of the Company at such
time. A number less than a quorum may adjourn from time to time until a
quorum is present. In the event of such an adjournment, notice of the
adjourned meeting shall be given to all Directors.
Section 5. Except as otherwise provided by these By-Laws, the act of a
majority of the Directors present at a meeting at which a quorum is present
at the time of the act shall be the act of the Board of Directors.
Section 6. Any resolution in writing concerning action to be taken by
the Company, which resolution is approved and signed by all of the Directors,
severally or collectively, whose number shall constitute a quorum for such
action, shall have the same force and effect as if such action were
authorized at a meeting of the Board of Directors duly called and held for
that purpose, and such resolution, together with the Directors' written
approval thereof, shall be recorded by the Secretary in the minute book of
the Company.
Section 7. A Director or a member of a committee of the Board of
Directors may participate in a meeting of the Board of Directors or of such
committee by means of conference telephone or similar communications
equipment enabling all Directors participating in the meeting to hear one
another, and participation in a meeting in such manner shall constitute
presence in person at such meeting.
ARTICLE IV
OFFICERS
Section 1. At its annual meeting the Board of Directors shall elect a
President, a Secretary, a Treasurer and, if the Board shall so determine, a
Chairman, each of whom shall, subject to the provisions of Article IV,
Section 3, hold office until the next annual election of officers and until
his successor shall have been elected and qualified. Any two or more offices
may be held by the same person except that the offices of the President and
Secretary may not be simultaneously held by the same person. The Board shall
also elect at such annual meeting, and may elect at any regular or special
meeting, such other officers as may be required for the prompt and orderly
transaction of the business of the Company, and each such officer shall have
such authority and shall perform such duties as may be assigned to him from
time to time by the Board of Directors. Any vacancy occurring in any office
may be filled at any regular meeting of the Board or at any special meeting
of the Board held for that purpose.
Section 2. In addition to such powers and duties as these By-Laws and
the Board of Directors may prescribe, and except as may be otherwise provided
by the Board, each officer shall have the powers and perform the duties which
by law and general usage appertain to his particular office.
Section 3. Any officer may be removed, with or without cause, at any
time by the Board in its discretion. Vacancies among the officers by reason
of death, resignation, removal (with or without cause) or other reason shall
be filled by the Board of Directors.
ARTICLE V
CHAIRMAN
Section 1. The Chairman, if such office shall be filled by the
Directors, shall, when present, preside at all meetings of said Board and of
the shareholders. He shall have such other authority and shall perform such
additional duties as may be assigned to him from time to time by the Board of
Directors.
ARTICLE VI
PRESIDENT
Section 1. The President shall be the chief executive officer of the
Company and shall be responsible for the general supervision, direction and
control of the business and affairs of the Company. If the Chairman shall be
absent or unable to perform the duties of his office, or if the office of the
Chairman shall not have been filled by the Directors, the President shall
preside at meetings of the Board of Directors and of the stockholders. He
shall have such other authority and shall perform such additional duties as
may be assigned to him from time to time by the Board of Directors.
ARTICLE VII
SECRETARY
Section 1. The Secretary shall keep the minutes of all meetings of the
shareholders and of the Board of Directors. He shall give notice of all
meetings of the shareholders and of said Board. He shall record all votes
taken at such meetings. He shall be custodian of all contracts, leases,
assignments, deeds and other instruments in writing and documents not
properly belonging to the office of the Treasurer, and shall perform such
additional duties as may be assigned to him from time to time by the Board of
Directors, the Chairman, the President or by law.
Section 2. The Secretary shall have the custody of the Corporate Seal
of the Company and shall affix the same to all instruments requiring a seal
except as otherwise provided in these By-Laws.
ARTICLE VIII
ASSISTANT SECRETARIES
Section 1. One or more Assistant Secretaries shall perform the duties
of the Secretary if the Secretary shall be absent or unable to perform the
duties of his office. The Assistant Secretaries shall perform such
additional duties as may be assigned to them from time to time by the Board
of Directors, the Chairman, the President or the Secretary.
ARTICLE IX
TREASURER
Section 1. The Treasurer shall have charge of all receipts and
disbursements of the Company, and shall be the custodian of the Company's
funds. He shall have full authority to receive and give receipts for all
moneys due and payable to the Company from any source whatever, and give full
discharge for the same, and to endorse checks, drafts and warrants in its
name and on its behalf. He shall sign all checks, notes, drafts and similar
instruments, except as otherwise provided for the Board of Directors.
Section 2. The Treasurer shall perform such additional duties as may be
assigned to him from time to time by the Board of Directors, the Chairman,
the President or by law.
ARTICLE X
ASSISTANT TREASURERS
Section 1. One or more Assistant Treasurers shall perform the duties of
the Treasurer if the Treasurer shall be absent or unable to perform the
duties of his office. The Assistant Treasurers shall perform such additional
duties as may assigned to them form time to time by the Board of Directors,
the Chairman, the President or the Treasurer.
ARTICLE XI
COMMITTEES
Section 1. The Board of Directors may designate two or more Directors
to constitute an executive committee or other committees, which committees
shall have and may exercise all such authority of the Board of Directors as
shall be provided in such resolution. At the time of such appointment, the
Board of Directors may also appoint, in respect to each member of any such
committee, another Director to serve as his alternate at any meeting of such
committee which such member is unable to attend. Each alternate shall have,
during his attendance at a meeting of such committee, all the rights and
obligations of a regular member thereof. Any vacancy on any such committee
or among alternate members thereof may be filled by the Board of Directors.
ARTICLE XII
STOCK CERTIFICATES
Section 1. All stock certificates may bear the facsimile signatures of
the President or any Vice President and the Treasurer or any Assistant
Treasurer and a facsimile seal of the Company, or may be signed by the
President or any Vice President and the Treasurer or any Assistant Treasurer
or the Secretary or any Assistant Secretary, and may be sealed by any one of
such officers.
ARTICLE XIII
CORPORATE SEAL
Section 1. The corporate seal of the Company shall be circular in form
with the name of the Company inscribed therein.
ARTICLE XIV
AMENDMENTS
Section 1. These by-laws may be altered, amended, added to or repealed
from time to time by an affirmative vote of the holders of a majority of the
voting power of shares entitled to vote thereon at any meeting of the
shareholders called for the purpose or by an affirmative vote of Directors
holding a majority of the number of directorships at any meeting of the Board
of Directors called for the purpose.
Exhibit B.40.1
CERTIFICATE OF INCORPORATION
STOCK CORPORATION
STATE OF CONNECTICUT
SECRETARY OF THE STATE
The undersigned incorporator(s) hereby form(s) a corporation under the Stock
Corporation Act of the State of Connecticut:
1. The name of the corporation is: NUSCO Energy Partners, Inc.
2. The nature of the business to be transacted, or the purposes to be
promoted or carried out by the corporation, are as follows:
To engage in any lawful act or activity for which corporations may be formed
under the Stock Corporation Act of the State of Connecticut.
3. The designation of each class of shares, the authorized number of shares
of each such class, and the par value (if any) of each share thereof, are as
follows:
There shall be one class of capital stock, designated "Common Stock" and
having a par value of $1.00 per share, of which 20,000 shares shall be
authorized.
4. The terms, limitations and relative rights and preferences of each class
of shares and series thereof (if any), or an express grant of authority to
the board of directors pursuant to Section 33-341, 1959 Supp. Conn. G.S., are
as follows:
There is only one class of shares authorized, as described in item 3 above.
5. The minimum amount of stated capital with which the corporation shall
commence business is:
$1,000 dollars
6.(7)Other provisions
Any action which under any provision of Ch. 599, Title 33 of the
Connecticut General Statutes, Revision of 1958, as amended, may be taken at a
meeting of shareholders may also be taken without a meeting, by consent, in
writing, setting forth the action to be taken, signed by persons holding not
less than a majority of the voting power of shares, or of the shares of any
particular class entitled to vote thereon or to take such action, or their
duly authorized attorneys, all in accordance with the terms and subject to
the limitations imposed by Section 33-330 of the Connecticut General
Statutes.
Dated this 26th day of September 1996.
I hereby declare, under the penalties of false statement, that the statements
made in the foregoing certificate are true.
This certificate of incorporation must be signed by each incorporator.
NAME OF INCORPORATOR (Print or Type)
1. Tracy A. DeCredico
SIGNED (Incorporator)
1. /s/Tracy A. DeCredico
Tracy A. DeCredico
Northeast Utilities Service Company
107 Selden Street
Berlin, CT 06037
(Please provide filer's name and
complete address for mailing receipt)
Exhibit B.40.2
CERTIFICATE AMENDING OR RESTATING CERTIFICATE OF INCORPORATION
61-38 Rev. 9/90
Stock Corporation
STATE OF CONNECTICUT
SECRETARY OF THE STATE
30 TRINITY STREET
HARTFORD, CT 06106
1. Name of Corporation (Please enter name within lines)
NUSCO Energy Partners, Inc.
2. The Certificate of Incorporation is: (Check one)
X A. Amended only, pursuant to Conn., Gen. Stat. Section 33-360
B. Amended only, to cancel authorized shares (state number of shares to be
canceled, the class, the series, if any, and the par value, P.A. 90-107.)
C. Restated only, pursuant to Conn. Gen. Stat. Section 33-362(a)
D. Amended and restated, pursuant to Conn. Gen. Stat. Section
33-362(c).
E. Restated and superseded pursuant to Conn. Gen. Stat. Section
33-362(d).
Set forth here the resolution of amendment and/or restatement. Use an 8 1/2
x 11 attached sheet if more space is needed. Conn. Gen. Stat. Section 1-9.
See Attachment A.
(If 2A or 2B is checked, go to 5 & 6 to complete this certificate. If 2C or
2D is checked, complete 3A or 3B. If 2E is checked, complete 4.)
3. (Check one)
A. This certificate purports merely to restate but not to change the
provisions of the original Certificate of Incorporation as supplemented and
amended to date, and the provisions of this Restated Certificate of
Incorporation (If 3A is checked, go to 5 & 6 to complete this certificate.)
B. This Restated Certificate of Incorporation shall give effect to the
amendment(s) and purports to restate all those provisions now in effect not
being amended by such new amendment(s). (If 3B is checked, check 4, if true,
and go to 5 & 6 to complete this Certificate.)
4. (Check, if true)
This restated Certificate of Incorporation was adopted by the greatest
vote which would have been required to amend any provision of the Certificate
of Incorporation as in effect before such vote and supersedes such
Certificate of Incorporation.
5. The manner of adopting the resolution was as follows: (Check one A, or
B, or C)
X A. By the board of directors and shareholders, pursuant to Conn.
Gen. Stat. Section 33-360.
Vote of Shareholders: (Check (i) or (ii), and check (iii) if
applicable.)
(i) X No shares are required to be voted as a class; the
shareholder's vote was as follows:
Vote Required for Adoption 67 Vote Favoring Adoption 100
(ii) There are shares of more than one class entitled to vote as a
class. The designation of each class required for adoption of the resolution
and the vote of each class in favor of adoption were as follows:
(Use an 8 1/2 x 11 attached sheet if more space is needed. Conn.
Gen. Stat. Section 1-9.)
(iii) Check here if the corporation has 100 or more recordholders,
as defined in Conn. Gen. Stat. Section 33-311a(a).
B. By the board of directors acting alone, pursuant to Conn. Gen. Stat.
Section 33-360(b)(2) or 33-362(a).
The number of affirmative votes required to adopt such resolution is:
The number of directors' votes in favor of the resolution was:
We hereby declare, under the penalties of false statement, that the
statements made in the foregoing certificate are true:
(Print or Type)
Name of President/Vice President
John B. Keane
Signature
/s/John B. Keane
(Print or Type)
Name of Secretary/Assistant Secretary
Mark A. Joyse
Signature
/s/Mark A. Joyse
C. The corporation does not have any shareholders. The resolution was
adopted by vote of at least two-thirds of the incorporators before the
organization meeting of the corporation, and approved in writing by all
subscribers for shares of the corporation. If there are not subscribers,
state NONE below.
We (at least two-thirds of the incorporators) hereby declare, under the
penalties of false statement, that the statements made in the foregoing
certificate are true.
Signed Incorporator Signed Subscriber
Signed Incorporator Signed Subscriber
Signed Incorporator Signed Subscriber
(Use an 8 1/2 x 11 attached sheet if more space is needed. Conn. Gen. Stat.
Section 1-9)
6. Dated at Berlin, Connecticut this 26th of December, 1996
Rec, CC, GS: (Type or Print)
/s/ Tracy A. DeCredico
Northeast Utilities Service Company
107 Selden Street
Berlin, CT 06037
Please provide filer's name and complete address for mailing receipt
ATTACHMENT A
(NUSCO Energy Partners, Inc.)
RESOLVED, that a new Article is hereby added to the Company's Certificate of
Incorporation as follows:
ARTICLE. Effective January 1, 1997, the Company shall indemnify and advance
expenses to an individual made a party to a proceeding because he/she is or
was a Director of the Company under Section 33-771 of the Connecticut General
Statutes, Revision of 1958, as amended. Effective January 1, 1997, the
Company shall also indemnify and advance expenses under Sections 33-770 to
33-778, inclusive, of the Connecticut General Statutes, to any officer,
employee or agent of the company who is not a director to the same extent as
provided to a director.
CERTIFICATE OF AMENDMENT
Stock Corporation
STATE OF CONNECTICUT
OFFICE OF THE SECRETARY OF THE STATE
30 TRINITY STREET
P.O. BOX 150470
HARTFORD, CT 06115/0470/new1-97
1. Name of Corporation
NUSCO Energy Partners, Inc.
2. The Certificate of Incorporation is: (Check A, B, or C)
X A. Amended.
B. Amended and Restated.
C. Restated.
3. Text of Each Amendment/Restatement:
The following amendment was adopted by the shareholder on February 4th,
1997:
RESOLVED, that the Articles of Incorporation of the Company be amended
by striking Article 1 therefrom, and substituting the following therefor:
"1. The name of the corporation is: Select Energy, Inc."
4. Vote Information (check A, B, or C)
X A. The resolution was approved by shareholders as follows: (set forth
all voting information required by Conn. Gen. Stat. section 33-800 as amended
in the space provided below)
1. There is one class of capital stock, designated "Common Stock"
and having a par value of $1.00 per share, of which 100 shares are
outstanding.
2. No shares are entitled to be voted as a group.
3. The shareholder vote was as follows:
Vote required for adoption: 67
Vote favoring adoption: 100
B. The Amendment was adopted by the board of directors without
shareholder action. No shareholder vote was required for adoption.
C. The amendment was adopted by the incorporators without shareholder
action. No shareholder vote was required for adoption.
5. Execution
Dated this 25th Day of April, 1997
/s/John B. Keane
Vice President and Treasurer
Exhibit B.40.3
SELECT ENERGY, INC.
BY-LAWS
(FORMERLY, NUSCO ENERGY PARTNERS, INC.)
Adopted
October 7, 1996
Amended
January 1, 1997
NUSCO ENERGY PARTNERS,INC.
BY-LAWS
ARTICLE I
MEETINGS OF SHAREHOLDERS
Section 1. Meetings of the shareholders may be held at such place
either within or without the State of Connecticut as may be designated by the
Board of Directors.
Section 2. The Annual Meeting of Shareholders for the election of
Directors and the transaction of such other business as may properly be
brought before the meeting shall be held in March, April, May, June or July
in each year on the day and at the hour designated by the Board of Directors.
Section 3. Notice of all meetings of shareholders, stating the day,
hour and place thereof, shall be given by a written or printed notice,
delivered or sent by mail, at least ten days but not more than fifty days
prior to the meeting, to each shareholder of record on the books of the
Company and entitled to vote at such meeting, at the address appearing on
such books, unless such shareholder shall waive notice or be in attendance at
the meeting. Notice of a special meeting of shareholders shall state also
the general purpose or purposes of such meeting and no business other than
that of which notice has been so given shall be transacted at such meeting.
Section 4. At all meetings of shareholders each share of common stock
entitled to vote, and represented in person or by proxy, shall be entitled to
one vote.
Section 5. The Board of Directors may fix a date as the record date for
the purpose of determining shareholders entitled to notice of and to vote at
any meeting of shareholders or any adjournment thereof, such date in any case
to be not earlier than the date such action is taken by the Board of
Directors and not more than seventy days and not less than ten days
immediately preceding the date of such meeting. In such case only such
shareholders or their legal representatives as shall be shareholders on the
record date so fixed shall be entitled to such notice and to vote at such
meeting or any adjournment thereof, notwithstanding the transfer of any
shares of stock on the books of the Company after any such record date so
fixed.
ARTICLE II
DIRECTORS
Section 1. The business, property and affairs of the Company shall be
managed by a Board of not less than three nor more than sixteen Directors.
Notwithstanding the foregoing, the business, property and affairs of the
Company shall be managed by a Board of one Director, if only one Director has
been elected and qualified, provided there is only one shareholder of the
Company at such time. Within these limits, the number of positions on the
Board of Directors for any year shall be the number fixed by resolution of
the shareholders or of the Board of Directors, or, in the absence of such a
resolution, shall be the number of Directors elected at the preceding Annual
Meeting of Shareholders. The Directors so elected shall continue in office
until their successors have been elected and qualified, except that a
Director shall cease to be in office upon his death, resignation, lawful
removal or court order decreeing that he is no longer a Director in office.
Section 2. The Board of Directors shall have power to fill vacancies
that may occur in the Board, or any other office, by death, resignation or
otherwise, by a majority vote of the remaining members of the Board, and the
person so chosen shall hold the office until the next Annual Meeting of
Shareholders and until his successor shall be elected and qualified.
Section 3. The Board of Directors shall have power to employ such and
so many agents and factors or employees as the interests of the Company may
require, and to fix the compensation and define the duties of all of the
officers, agents, factors and employees of the Company. All the officers,
agents, factors and employees of the Company shall be subject to the order of
said Board, shall hold their offices at the pleasure of said Board, and may
be removed at any time by said Board at its discretion.
Section 4. The Board of Directors shall have power to fix from time to
time the compensation of the Directors and the method of payment thereof.
Section 5. Any one or more Directors may be removed from office at any
time with or without any showing of cause by affirmative vote of the holders
of a majority of the Company's issued and outstanding shares entitled to
vote.
ARTICLE III
MEETINGS OF DIRECTORS
Section 1. A regular meeting of the Board of Directors shall be held
annually, without notice, directly following the Annual Meeting of
Shareholders, for the election of officers and the transaction of other
business.
Section 2. All other regular meetings of the Board of Directors may be
held at such time and place as the Board may from time to time determine and
fix by resolution. Special meetings of the Board may be held at any place
upon call of the Chairman (if there be one) or the President, or, in the
event of the absence or inability of either to act, of a Vice President, or
upon call of any three or more directors.
Section 3. Oral or written notice of the time and place of each special
meeting of the Board of Directors shall be given to each director personally
or by telephone, or by mail or telegraph at his last-known post office
address, at least twenty-four hours prior to the time of the meeting;
provided that any director may waive such notice in writing or by telegraph
or by attendance at such meeting.
Section 4. One-third of the directorships as fixed in accordance with
Article II, Section 1 of these By-Laws shall constitute a quorum, except
(subject to the provisions of Article III, Section 3) that no quorum shall
consist of less than two Directors. Notwithstanding the foregoing, a quorum
shall consist of one Director if only one Director has been elected and
qualified, provided there is only one shareholder of the Company at such
time. A number less than a quorum may adjourn from time to time until a
quorum is present. In the event of such an adjournment, notice of the
adjourned meeting shall be given to all Directors.
Section 5. Except as otherwise provided by these By-Laws, the act of a
majority of the Directors present at a meeting at which a quorum is present
at the time of the act shall be the act of the Board of Directors.
Section 6. Any resolution in writing concerning action to be taken by
the Company, which resolution is approved and signed by all of the Directors,
severally or collectively, whose number shall constitute a quorum for such
action, shall have the same force and effect as if such action were
authorized at a meeting of the Board of Directors duly called and held for
that purpose, and such resolution, together with the Directors' written
approval thereof, shall be recorded by the Secretary in the minute book of
the Company.
Section 7. A Director or a member of a committee of the Board of
Directors may participate in a meeting of the Board of Directors or of such
committee by means of conference telephone or similar communications
equipment enabling all Directors participating in the meeting to hear one
another, and participation in a meeting in such manner shall constitute
presence in person at such meeting.
ARTICLE IV
OFFICERS
Section 1. At its annual meeting the Board of Directors shall elect a
President, a Secretary, a Treasurer and, if the Board shall so determine, a
Chairman, each of whom shall, subject to the provisions of Article IV,
Section 3, hold office until the next annual election of officers and until
his successor shall have been elected and qualified. Any two or more offices
may be held by the same person except that the offices of the President and
Secretary may not be simultaneously held by the same person. The Board shall
also elect at such annual meeting, and may elect at any regular or special
meeting, such other officers as may be required for the prompt and orderly
transaction of the business of the Company, and each such officer shall have
such authority and shall perform such duties as may be assigned to him from
time to time by the Board of Directors. Any vacancy occurring in any office
may be filled at any regular meeting of the Board or at any special meeting
of the Board held for that purpose.
Section 2. In addition to such powers and duties as these By-Laws and
the Board of Directors may prescribe, and except as may be otherwise provided
by the Board, each officer shall have the powers and perform the duties which
by law and general usage appertain to his particular office.
Section 3. Any officer may be removed, with or without cause, at any
time by the Board in its discretion. Vacancies among the officers by reason
of death, resignation, removal (with or without cause) or other reason shall
be filled by the Board of Directors.
ARTICLE V
CHAIRMAN
Section 1. The Chairman, if such office shall be filled by the
Directors, shall, when present, preside at all meetings of said Board and of
the shareholders. He shall have such other authority and shall perform such
additional duties as may be assigned to him from time to time by the Board of
Directors.
ARTICLE VI
PRESIDENT
Section 1. The President shall be the chief executive officer of the
Company and shall be responsible for the general supervision, direction and
control of the business and affairs of the Company. If the Chairman shall be
absent or unable to perform the duties of his office, or if the office of the
Chairman shall not have been filled by the Directors, the President shall
preside at meetings of the Board of Directors and of the stockholders. He
shall have such other authority and shall perform such additional duties as
may be assigned to him from time to time by the Board of Directors.
ARTICLE VII
SECRETARY
Section 1. The Secretary shall keep the minutes of all meetings of the
shareholders and of the Board of Directors. He shall give notice of all
meetings of the shareholders and of said Board. He shall record all votes
taken at such meetings. He shall be custodian of all contracts, leases,
assignments, deeds and other instruments in writing and documents not
properly belonging to the office of the Treasurer, and shall perform such
additional duties as may be assigned to him from time to time by the Board of
Directors, the Chairman, the President or by law.
Section 2. The Secretary shall have the custody of the Corporate Seal
of the Company and shall affix the same to all instruments requiring a seal
except as otherwise provided in these By-Laws.
ARTICLE VIII
ASSISTANT SECRETARIES
Section 1. One or more Assistant Secretaries shall perform the duties
of the Secretary if the Secretary shall be absent or unable to perform the
duties of his office. The Assistant Secretaries shall perform such
additional duties as may be assigned to them from time to time by the Board
of Directors, the Chairman, the President or the Secretary.
ARTICLE IX
TREASURER
Section 1. The Treasurer shall have charge of all receipts and
disbursements of the Company, and shall be the custodian of the Company's
funds. He shall have full authority to receive and give receipts for all
moneys due and payable to the Company from any source whatever, and give full
discharge for the same, and to endorse checks, drafts and warrants in its
name and on its behalf. He shall sign all checks, notes, drafts and similar
instruments, except as otherwise provided for the Board of Directors.
Section 2. The Treasurer shall perform such additional duties as may be
assigned to him from time to time by the Board of Directors, the Chairman,
the President or by law.
ARTICLE X
ASSISTANT TREASURERS
Section 1. One or more Assistant Treasurers shall perform the duties of
the Treasurer if the Treasurer shall be absent or unable to perform the
duties of his office. The Assistant Treasurers shall perform such additional
duties as may assigned to them form time to time by the Board of Directors,
the Chairman, the President or the Treasurer.
ARTICLE XI
COMMITTEES
Section 1. The Board of Directors may designate two or more Directors
to constitute an executive committee or other committees, which committees
shall have and may exercise all such authority of the Board of Directors as
shall be provided in such resolution. At the time of such appointment, the
Board of Directors may also appoint, in respect to each member of any such
committee, another Director to serve as his alternate at any meeting of such
committee which such member is unable to attend. Each alternate shall have,
during his attendance at a meeting of such committee, all the rights and
obligations of a regular member thereof. Any vacancy on any such committee
or among alternate members thereof may be filled by the Board of Directors.
ARTICLE XII
STOCK CERTIFICATES
Section 1. All stock certificates may bear the facsimile signatures of
the President or any Vice President and the Treasurer or any Assistant
Treasurer and a facsimile seal of the Company, or may be signed by the
President or any Vice President and the Treasurer or any Assistant Treasurer
or the Secretary or any Assistant Secretary, and may be sealed by any one of
such officers.
ARTICLE XIII
CORPORATE SEAL
Section 1. The corporate seal of the Company shall be circular in form
with the name of the Company inscribed therein.
ARTICLE XIV
AMENDMENTS
Section 1. These by-laws may be altered, amended, added to or repealed
from time to time by an affirmative vote of the holders of a majority of the
voting power of shares entitled to vote thereon at any meeting of the
shareholders called for the purpose or by an affirmative vote of Directors
holding a majority of the number of directorships at any meeting of the Board
of Directors called for the purpose.
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<EPS-PRIMARY> 0.00
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</TABLE>
<TABLE> <S> <C>
<ARTICLE> OPUR1
<CIK> 0000072741
<NAME> NORTHEAST UTILITIES AND SUBSIDIARIES
<SUBSIDIARY>
<NAME> HOLYOKE POWER AND ELECTRIC COMPANY
<NUMBER> 11
<MULTIPLIER>1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 480
<OTHER-PROPERTY-AND-INVEST> 0
<TOTAL-CURRENT-ASSETS> 2,596
<TOTAL-DEFERRED-CHARGES> 48
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 3,124
<COMMON> 485
<CAPITAL-SURPLUS-PAID-IN> 0
<RETAINED-EARNINGS> (779)
<TOTAL-COMMON-STOCKHOLDERS-EQ> (294)
0
0
<LONG-TERM-DEBT-NET> 424
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 0
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 2,994
<TOT-CAPITALIZATION-AND-LIAB> 3,124
<GROSS-OPERATING-REVENUE> 27,337
<INCOME-TAX-EXPENSE> (32)
<OTHER-OPERATING-EXPENSES> 27,439
<TOTAL-OPERATING-EXPENSES> 27,414
<OPERATING-INCOME-LOSS> (77)
<OTHER-INCOME-NET> (1)
<INCOME-BEFORE-INTEREST-EXPEN> (71)
<TOTAL-INTEREST-EXPENSE> 21
<NET-INCOME> (92)
0
<EARNINGS-AVAILABLE-FOR-COMM> (92)
<COMMON-STOCK-DIVIDENDS> 0
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> (36)
<EPS-PRIMARY> 0.00
<EPS-DILUTED> 0.00
</TABLE>
Exhibit H
Information included in Item 1, System Companies and Investments therein
provides the relationship of all system companies. The following shows the
relationship of the foreign utility companies:
Northeast Utilities (Parent Company)
. Charter Oak Energy, Inc. (100% owned by Northeast Utilities)
COE (Gencoe) Corp. (49% owned by Charter Oak Energy, Inc.)
COE (UK) Corp. (79.9% owned by Charter Oak Energy, Inc. and 20.1% owned
by COE (Gencoe) Corp.
Encoe Partners (50% owned by COE (UK) Corp.)
COE Argentina II Corp. (100% owned by Charter Oak Energy, Inc.)
Central Termica San Miguel de Tucuman, S.A., (33.3% owned by COE
Argentina II Corp.)
COE Ave Fenix Corporation (100% owned by Charter Oak Energy, Inc.)
Ave Fenix, S.A., 83% owned by COE Ave Fenix Corp.
COE Tejona Corporation (100% owned by Charter Oak Energy, Inc.)
Plantas Eolicas, S.A. (100% owned by COE Tejona Corp.)
