UNITED STATES OF AMERICA
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Application of Northeast )
Utilities, Western Massachusetts )
Electric Company, The Quinnehtuk )
Company, Northeast Utilities )
Service Company, The Connecticut )
Light and Power Company, Northeast )
Nuclear Energy Company, The Rocky )
River Realty Company, Public )
Service Company of New Hampshire, ) CERTIFICATE PURSUANT TO
North Atlantic Energy Company and ) RULE 24 UNDER THE PUBLIC
North Atlantic Energy Service ) UTILITY HOLDING COMPANY ACT
Company on Form U-1 ) OF 1935
(File No. 70-8825) )
Pursuant to the requirements of Rule 24 under the Public Utility Holding
Company Act of 1935, Northeast Utilities (NU), a registered holding company,
hereby files this quarterly report as required by the Securities and Exchange
Commission's order authorizing acquisition of nonutility subsidiaries (HCAR.
No. 26554; August 13, 1996, File No. 70-8825)(Order).
For the fourth quarter ended December 31, 1996, the activities to be
reported pursuant to the Order are as follows:
1) The number of employees assigned to NUSCO Energy Partners, Inc. are:
3 employees - Northeast Utilities Service Company
4 employees - Public Service of New Hampshire Company
2) The services provided to NUSCO Energy Partners, Inc. for the fourth
quarter are as follows:
Provided by Northeast Utilities Service Company:
Thousands
of dollars
Marketing services $339
Customer billing
system development 61
Miscellaneous 4
-----
Total $404
======
Provided by Public Service of New Hampshire:
Marketing services $325
Customer billing
services 19
Miscellaneous 7
-----
Total $351
=====
3) Balance Sheet, Income Statement, and Statement of Cash Flow
NUSCO ENERGY PARTNERS, INC.
BALANCE SHEET
(Unaudited)
December 31, 1996*
Thousands
of Dollars
----------
ASSETS
- ------
Current Assets:
Receivables, net $ 126
Taxes receivable from affiliated
companies 229
Other 2
-----------
357
-----------
Total Assets $ $357
===========
CAPITALIZATION AND LIABILITIES
- ------------------------------
Capitalization:
Common shareholders' equity:
Common shares $ -
Capital surplus, paid in 1
Retained earnings (413)
-----------
Total capitalization (412)
-----------
Current Liabilities:
Accounts payable 7
Accounts payable to affiliated companies 762
-----------
769
-----------
Total Capitalization and Liabilities $ $357
===========
*NUSCO Energy Partners, Inc. commenced operations on
October 7, 1996.
NUSCO ENERGY PARTNERS, INC.
INCOME STATEMENT
(Unaudited)
Fourth quarter
Ended
December 31,
1996*
-------------
(Thousands
of Dollars)
Operating Revenues $ 578 **
-------------
Operating Expenses:
Operation
Purchased power - energy 487
Purchased power - capacity 99
Other 633
Federal and state income taxes (229)
Taxes other than income taxes 2
-------------
Total operating expenses 992
-------------
Operating Loss (414)
Other Income 1
-------------
Net Loss $ (413)
=============
*NUSCO Energy Partners, Inc. commenced operations on
October 7, 1996.
**Operating Revenues were adjusted in the first quarter of 1997 by $110,000
resulting in a total related to the reporting period of $688,000.
NUSCO ENERGY PARTNERS, INC.
STATEMENT OF CASH FLOWS
(Unaudited)
Fourth quarter
Ended
December 31,
1996*
-------------
(Thousands
of Dollars)
Operating Activities:
Net Loss $ (413)
Adjustments to reconcile to net cash
from operating activities:
Other sources of cash 1
Changes in working capital:
Receivables and accrued revenues (355)
Accounts payable 769
Other working capital (excludes cash) (2)
-------------
Net cash flows from operating activities 0
Financing Activities:
Common shares 0
-------------
Net cash flows from financing activities 0
Net increase (decrease) in cash 0
Cash - beginning of period 0
-------------
Cash - end of period $ 0
=============
*NUSCO Energy Partners, Inc. commenced operations on
October 7, 1996.
4) Number of kilowatt hours marketed or sold at retail by customer class
NUSCO ENERGY PARTNERS, INC.
KWHS SOLD AT RETAIL
(Unaudited)
Fourth quarter
Ended
December 31,
1996*
------------
(Thousands
of KWHs)
Residential 8,171
Commercial 13,605
Industrial 1,458
------------
23,234
============
*NUSCO Energy Partners, Inc. commenced operations on
October 7, 1996.
Pursuant to the Supplemental Order Authorizing Expansion of Marketing
Activities of Nonutility Subsidiaries (HCAR. No. 26592; October 11, 1996,
File No. 70-8825)(Supplemental Order).
For the fourth quarter ended December 31, 1996, the activities to be
reported pursuant to the Supplemental Order are as follows:
1) A description of the marketing activities undertaken during the quarter
with a copy of any applicable state regulatory approval of the program under
which such activities are conducted and/or any applicable energy tariff.
During this quarter, the activities consisted of the marketing of energy
in the New Hampshire retail competition program.
There were no applicable state regulatory approvals.
2) 100% of the total revenues is attributable to energy sales.
3) The income statement and balance sheet are included above.
Exhibits
The following exhibits are filed herewith:
A.1 Certificate of Incorporation of NUSCO Energy Partners, Inc.
A.2 Bylaws of NUSCO Energy Partners, Inc.
SIGNATURE
Pursuant to the requirements of the Public Utility Holding Company Act
of 1935, the undersigned company has duly caused this Certificate to be
signed on its behalf by the undersigned thereunto duly authorized.
/s/ John J. Roman
Vice President and Controller
Northeast Utilities
P.O. Box 270
Hartford, CT 06141-0270
March 31, 1997
Exhibit A.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)
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
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 A.2
NUSCO ENERGY PARTNERS, INC.
BY-LAWS
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.
