Commission File Number: 30-246
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-1004
FORM U5S
ANNUAL REPORT
FOR THE YEAR ENDED DECEMBER 31, 1997
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, 1997
TABLE OF CONTENTS
ITEM PAGE
1. System Companies and Investments Therein.................... 2
2. Acquisitions or Sales of Utility Assets..................... 12
3. Issue, Sale, Pledge, Guarantee or Assumption of
System Securities........................................... 12
4. Acquisition, Redemption or Retirement of System
Securities.................................................. 13
5. Investments in Securities of Nonsystem
Companies................................................... 17
6. Officers and Directors...................................... 19
7. Contributions and Public Relations.......................... 51
8. Service, Sales and Construction Contracts................... 51
9. Wholesale Generators and Foreign Utility
Companies................................................... 53
10. Financial Statements and Exhibits........................... 58
Report of Independent Public Accountants.................... F-1
Signature................................................... F-2
ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 1997
Name of Company No. of Common % of
Name of Owner Shares Owned Voting Power
Northeast Utilities (NU) (1)
Name of Issuer
The Connecticut Light and
Power Company (CL&P) (2)(3)* 12,222,930 100
Public Service Company of
New Hampshire (PSNH) (2) (3)* 1,000 100
Western Massachusetts
Electric Company (WMECO) (2) (3) * 1,072,471 100
North Atlantic Energy
Corporation (NAEC) (3) 1,000 100
Holyoke Water Power
Company (HWP) (3)* 480,000 100
Northeast Utilities Service
Company (NUSCO) (4) 1 100
Northeast Nuclear Energy
Company (NNECO) (5) 1,500 100
North Atlantic Energy Service
Corporation (NAESCO) (6) 1,000 100
The Rocky River Realty
Company (RRR) (7) 100 100
The Quinnehtuk Company (7) 3,500 100
Charter Oak Energy, Inc. (COE) (8)* 100 100
HEC Inc. (9)* 100 100
Select Energy, Inc. (10) 100 100
ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 1997
(CONTINUED)
Name of Company Issuer Owner's
Name of Owner Book Value Book Value
(000's) (000's)
Northeast Utilities (NU) (1)
Name of Issuer
The Connecticut Light and
Power Company (CL&P) (2)(3)* $1,149,385 $1,149,385
Public Service Company of
New Hampshire (PSNH) (2) (3)* 593,902 593,902
Western Massachusetts
Electric Company (WMECO) (2) (3) * 228,208 228,208
North Atlantic Energy
Corporation (NAEC) (3) 219,702 219,702
Holyoke Water Power
Company (HWP) (3)* 18,061 18,061
Northeast Utilities Service
Company (NUSCO) (4) 1 1
Northeast Nuclear Energy
Company (NNECO) (5) 16,229 16,229
North Atlantic Energy Service
Corporation (NAESCO) (6) 12 12
The Rocky River Realty
Company (RRR) (7) 684 684
The Quinnehtuk Company (7) (1,985) (1,985)
Charter Oak Energy, Inc. (COE) (8)* 44,215 44,215
HEC Inc. (9)* 4,112 4,112
Select Energy, Inc. (10) 1,166 1,166
ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 1997
(CONTINUED)
Name of Company No. of Common % of
Name of Owner Shares Owned Voting Power
Northeast Utilities (NU) (1)
Name of Issuer
Mode 1 Communications, Inc. (Mode 1) (12) 100 100
Name of Owner
The Connecticut Light and Power
Company (2)(3)***
Name of Issuer
Research Park, Incorporated 50 100
CL&P Capital, L.P. - 100
The City and Suburban Electric
and Gas Company** 100 100
Electric Power, Incorporated** 100 100
The Connecticut Transmission Corporation** 200 100
The Connecticut Steam Company** 10 100
The Nutmeg Power Company** 60 100
CL&P Receivables Corporation (CRC) (11) 100 100
Name of Owner
Western Massachusetts Electric Company(2)(3)
Name of Issuer
WMECO Receivables Corporation (WRC) (11) 100 100
Name of Owner
Public Service Company of New Hampshire (2)(3)
Name of Issuer
Properties, Inc. (7) 200 100
New Hampshire Electric Company** 1 100
ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 1997
(CONTINUED)
Name of Company Issuer Owner
Name of Owner Book Value Book Value
(000's) (000's)
Northeast Utilities (NU) (1)
Name of Issuer
Mode 1 Communications, Inc. (Mode 1) (12) 6,582 6,582
Name of Owner
The Connecticut Light and Power Company (2)(3)***
Name of Issuer
Research Park, Incorporated 56 56
CL&P Capital, L.P. 3,100 3,100
The City and Suburban Electric
and Gas Company** 1 1
Electric Power, Incorporated** 1 1
- --Noninterest Bearing Advance 1 1
The Connecticut Transmission Corporation** 5 5
The Connecticut Steam Company** 1 1
The Nutmeg Power Company** 2 2
CL&P Receivables Corporation (CRC) (11) 170,530 170,530
Name of Owner
Western Massachusetts Electric Company(2)(3)
Name of Issuer
WMECO Receivables Corporation (WRC) (11) 13,021 13,021
Name of Owner
Public Service Company of New Hampshire (2)(3)
Name of Issuer
Properties, Inc. (7) 1,500 1,500
- --Interest Bearing Advance 4,516 4,516
New Hampshire Electric Company** 1 1
ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 1997
(CONTINUED)
Name of Company No. of Common % of
Name of Owner Shares Owned Voting Power
Holyoke Water Power Company (3)
Name of Issuer
Holyoke Power and Electric Company 4,850 100
Name of Owner
Charter Oak Energy, Inc. (8)
Name of Issuer
Charter Oak (Paris) Inc. (8) - -
COE Development Corporation 100 100
COE (UK) Corp. (8) - -
COE (Gencoe) Corp. - -
COE Argentina I Corp. 100 100
COE Argentina II Corp. 100 100
COE Ave Fenix Corporation 100 100
COE Tejona Corporation 100 100
Name of Owner
COE (Gencoe) Corp. (8)
Name of Issuer
COE (UK) Corp. (8) - -
Name of Owner
HEC Inc. (9)
Name of Issuer
HEC International Corporation 100 100
HEC Energy Consulting Canada Inc. 100 100
Southwest HEC Energy Services L.L.C. - 50
Name of Company Issuer Owner
Name of Owner Book Value Book Value
(000's) (000's)
Holyoke Water Power Company (3)
Name of Issuer
Holyoke Power and Electric Company (313) (313)
- -- Variable rate demand notes 424 424
Name of Owner
Charter Oak Energy, Inc. (8)
Name of Issuer
Charter Oak (Paris) Inc. (8) - -
COE Development Corporation 3,097 3,097
COE (UK) Corp. (8) - -
COE (Gencoe) Corp. - -
- --Promissory Note (8) - -
COE Argentina I Corp. 10 10
COE Argentina II Corp. 1,898 1,898
COE Ave Fenix Corporation 22,295 22,295
COE Tejona Corporation 16,026 16,026
Name of Owner
COE (Gencoe) Corp. (8)
Name of Issuer
COE (UK) Corp. (8) - -
Name of Owner
HEC Inc. (9)
Name of Issuer
HEC International Corporation 6 6
HEC Energy Consulting Canada Inc. 14 14
Southwest HEC Energy Services L.L.C. 26 26
ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 1997
(CONTINUED)
*Consolidated.
**Inactive.
***Exempt holding company - see Commission Release Nos. 13048 and 14947.
(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.
Investments held by COE Paris, COE UK and COE Gencoe had been sold to third
party purchasers and these corporations were dissolved effective October
21, 1997.
(9) Directly and through its subsidiaries, HEC Inc. provides energy management,
demand-side management, and related consulting services for commercial,
industrial, and institutional electric companies and electric utility
companies.
(10) Select Energy, 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.
The company formerly did business as NUSCO Energy Partners, Inc. Effective
April 1997, the company's name had been changed to Select Energy, Inc.
(11) In 1996, CL&P and WMECO entered into respective agreements under which each
system company may sell, from time to time, up to $200 million and $40
million, respectively, of their eligible accounts receivable and accrued
utility revenues. During 1997, CL&P and WMECO restructured their
respective agreements to comply with the Financial Accounting Standards
Board's Statement of Financial Accounting Standard's No. 125, which
required, in part, the creation of CRC and WRC. CRC's and WRC's sole
purpose is to purchase receivables from CL&P and WMECO, respectively, and
periodically resell undivided ownership interests in those receivables to
third party purchasers.
(12) 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 Mode 1 Communications, Inc.
ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 1997
(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:
# of Percentage Carrying
Common of Value
Shares Voting to
Owned Power Owners
(000's)
The Connecticut Light and Power Company: (c)
Connecticut Yankee Atomic Power Co. (b)(d) 120,750 34.5% $38,358
Maine Yankee Atomic Power Co. (b)(d) 60,000 12.0 9,449
Vermont Yankee Nuclear Power Corp. (d) 37,242 9.5 5,126
Yankee Atomic Electric Co. (b)(d) 37,583 24.5 5,128
Public Service Company of New Hampshire: (c)
Connecticut Yankee Atomic Power Co. (b)(d) 17,500 5.0 5,761
Maine Yankee Atomic Power Co. (b)(d) 25,000 5.0 3,880
Vermont Yankee Nuclear Power Corp. (d) 15,681 4.0 2,085
Yankee Atomic Electric Co. (b)(d) 10,738 7.0 1,427
Western Massachusetts Electric Company: (c)
Connecticut Yankee Atomic Power Co. (b)(d) 33,250 9.5 10,552
Maine Yankee Atomic Power Co. (b)(d) 15,000 3.0 2,370
Vermont Yankee Nuclear Power Corp. (d) 9,800 2.5 1,354
Yankee Atomic Electric Co. (b)(d) 10,738 7.0 1,465
Total System Investment:
Connecticut Yankee Atomic Power Co. (b) 171,500 49.0 54,671
Maine Yankee Atomic Power Co. (b) 100,000 20.0 15,699
Vermont Yankee Nuclear Power Corp. 62,723 16.0 8,565
Yankee Atomic Electric Co. (b) 59,059 38.5 8,020
Northeast Utilities: (c)
New England Hydro-Transmission (d)
Electric Company, Inc. 906,324 22.66 12,198
New England Hydro-Transmission Corp. (d) 4,871 22.66 7,437
(b) Yankee Atomic Electric Co.' s, Connecticut Yankee Atomic Power Co.' s, and
Maine Yankee Atomic Power Co.' s nuclear power plants were shut down
permanently on February 26, 1992, December 4, 1996, and August 6, 1997,
respectively.
(c) Name of owner.
(d) Name of issuer.
ITEM 2. ACQUISITIONS OR SALES OF UTILITY ASSETS
No items to be reported.
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, 1997, NU had $9,312,544 of such guarantees
outstanding, which was the highest amount outstanding during 1997.
In addition, information relating to the following issuances has been
filed on Form U-6B-2 in accordance with Rule 52:
1. Issuance on May 30, 1997 by The Connecticut Light and Power
Company (CL&P) of $225,000,000 aggregate principal amount of
First and Refunding Mortgage Bonds, 1997 Series A, to secure
CL&P's repayment obligations under a Credit Agreement among
Northeast Utilities, CL&P, Western Massachusetts Electric Company
and the Lenders, Co-Agents and Administrative Agent named
therein.
2. Issuance on May 30, 1997 by Western Massachusetts Electric
Company (WMECO) of $90,000,000 aggregate principal amount of
First and Refunding Mortgage Bonds, 1997 Series A, to secure
WMECO's repayment obligations under a Credit Agreement among
Northeast Utilities, The Connecticut Light and Power Company,
WMECO and the Lenders, Co-Agents and Administrative Agent named
therein.
3. Issuance on June 26, 1997 by CL&P of $200 million principal
amount of First and Refunding Mortgage 7-3/4% Bonds, 1997
Series B.
4. Issuance on July 31, 1997 by WMECO of $60 million principal
amount of First and Refunding Mortgage 7-3/8% Bonds, 1997
Series B.
5. Issuance on October 9, 1997 by CL&P of $200 million principal
amount of First and Refunding Mortgage 7-3/4% Bonds, 1997
Series C.
ITEM 4. ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM SECURITIES (1)
Amounts Acquired
# of
Shares or
Name of Issuer and Title of Issue Principal Amount Consideration
The Connecticut Light and Power Company
First Mortgage Bonds -
7.625% Series UU $193,288,000 $193,288,000
1997 Series B 200,000,000 $200,000,000
$393,288,000 $393,288,000
Other Notes/Agreements - (2)
Connecticut Resource Recovery
Authority Note $ 10,817,400 $ 10,817,400
Other 10,757 10,757
$ 10,828,157 $ 10,828,157
Western Massachusetts Electric Company
First Mortgage Bonds -
Series F - 5.75% $ 14,700,000 $ 14,700,000
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 expired on June 5, 1997, entitled the
holder to purchase one share of NU common at an exercise price of $24 per
share. As of December 31, 1997, 464,678 shares had been purchased through the
exercise of warrants.
ITEM 4. ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM SECURITIES (1)
Amounts Retired/Debt Repayment
# of
Shares or
Name of Issuer and Title of Issue Principal Amount Consideration
The Connecticut Light and Power Company
First Mortgage Bonds -
7.625% Series UU $193,288,000 $193,288,000
1997 Series B 200,000,000 200,000,000
$393,288,000 $393,288,000
Other Notes/Agreements - (2)
Connecticut Resource Recovery
Authority Note $ 10,817,400 $ 10,817,400
Other 10,757 10,757
$ 10,828,157 $ 10,828,157
Western Massachusetts Electric Company
First Mortgage Bonds -
Series F - 5.75% $ 14,700,000 $ 14,700,000
ITEM 4. ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM SECURITIES (1)
Amounts Acquired
# of
Shares or
Name of Issuer and Title of Issue Principal Amount Consideration
8.58% Series A Note $10,000,000 $10,000,000
8.38% Series B Note 6,000,000 6,000,000
$16,000,000 $16,000,000
The Rocky River Realty Company
Other Notes/Agreements -
7.875% Installment Note (2) $ 779,000 $ 779,000
Variable Rate Mortgage Note (3) 65,287 65,287
8.81% Series A Note (3) 759,011 759,011
8.82% Series B Note (3) 26,225,062 26,225,062
$27,828,360 $27,828,360
Northeast Nuclear Energy Company
Other Notes/Agreements -
7.67% Senior Notes $ 6,148,394 $ 6,148,394
North Atlantic Energy Corporation
First Mortgage Bonds -
9.05% Series A $20,000,000 $20,000,000
(1) For acquisitions, redemptions, or retirements of system securities, other
than preferred stock, all transactions exempt pursuant to Rule 42(b) or
(4).
(2) Unsecured.
(3) Secured.
ITEM 4. ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM SECURITIES (1)
Amounts Retired/Debt Repayment
# of
Shares or
Name of Issuer and Title of Issue Principal Amount Consideration
8.58% Series A Note $10,000,000 $10,000,000
8.38% Series B Note 6,000,000 6,000,000
$16,000,000 $16,000,000
The Rocky River Realty Company
Other Notes/Agreements -
7.875% Installment Note (2) $ 779,000 $ 779,000
Variable Rate Mortgage Note (3) 65,287 65,287
8.81% Series A Note (3) 759,011 759,011
8.82% Series B Note (3) 26,225,062 26,225,062
$27,828,360 $27,828,360
Northeast Nuclear Energy Company
Other Notes/Agreements -
7.67% Senior Notes $ 6,148,394 $ 6,148,394
North Atlantic Energy Corporation
First Mortgage Bonds -
9.05% Series A $20,000,000 $20,000,000
ITEM 5. INVESTMENTS IN SECURITIES OF NONSYSTEM COMPANIES
<TABLE>
<CAPTION>
# of % of Carrying
Name of Owner Name of Issuer Security Owned (1) of Shares Voting Power Value to Owners
(000's)
<S> <C> <C> <C> <C> <C>
Western Massachusetts Mutual
Massachusetts Life Insurance Note - - $ 190
Electric Company
Public Service Co. Amoskeag Industries,
of New Hampshire Inc. Stock 1,000 100
Northeast Utilities Connecticut Seed Limited Partner- - - 402
(Parent) Ventures, Ltd. ship Interest
8 Subsidiaries (2) Various Stock, Debentures,
and Notes - - 340
Charter Oak Tenaska III Limited Partner-
(Paris) Inc. (4) Partners, Limited ship Interest (4) - - -
(4)
COE Argentina II. Central Termica Stock (4) - - -
Corp. (4) San Miguel de Tucuman, S.A. (4)
COE Ave Fenix Corp. Ave Fenix, S.A. Stock - - 17,407
COE (UK) Corp. (4) Encoe Partners (4) General Partner- - - -
ship Interest (4)
COE Tejona Corp. Plantas Eolicas Stock 19 63.33%
S.A. Stock 11 (3) 36.67%
100.00% 15,984
Mode 1
Communications FiveCom LLC Limited Liability - 9.9% 1,349
Inc. Interest
NECOM LLC Limited Liability - 40.0% 4,555
Interest
MECOM Limited Liability - 3.3% 89
Interest
</Table)
(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 Massaschusetts 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.
(4) As of December 31, 1997, the system companies' investments in these
nonsystem company securities had been sold. For further information,
refer to Note 8, Item 1 of this Form U5S.
ITEM 6. OFFICERS AND DIRECTORS
Part I. As of December 31, 1997
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.
Cotton Mather Cleveland William J. Pape II
Mather Associates American-Republican, Inc.
123 Main Street P. O. Box 2090
P. O. Box 935 398 Meadow Street
New London, NH 03257 Waterbury, CT 06722-2090
Mr. William F. Conway Robert E. Patricelli
c/o Northeast Utilities Women's Health USA, Inc.
P. O. Box 270 22 Waterville Road
Hartford, CT 06141-0270 Avon, CT 06001
John F. Curley John F. Swope
Morgan Stanley & Co. Inc. c/o Northeast Utilities
1221 Avenue of the Americas P. O. Box 270
3rd Floor Hartford, CT 06141-0270
New York, NY 10020
E. Gail de Planque, John F. Turner
c/o Northeast Utilities The Conservation Fund
P.O. Box 270 1800 North Kent Street, Suite 1120
Hartford, CT 06141-0270 Arlington, VA 22209
Elizabeth T. Kennan
c/o Northeast Utilities
P.O. Box 270
Hartford, CT 06141-0270
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, 1997
NU City and Suburban CL&P
Michael G. Morris 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
Robert P. Wax SVP, S, GC SVP, S, GC, D SVP, S, GC
Robert G. Abair
David B. Amerine
David H. Boguslawski VP
Michael H. Brothers
Gregory B. Butler
Ronald G. Chevalier VP
Bruce L. Drawbridge
David M. Goebel (1)
Barry Ilberman
John B. Keane VP, TRS VP, TRS, D VP, TRS
Mary Jo Keating
Robert J. Kost VP
Kerry J. Kuhlman VP
Keith R. Marvin
John T. Muro VP
John W. Noyes
Phillip M. Randall (2)
John J. Roman VP, C VP, C VP, C
Frank C. Rothen
Frank P. Sabatino VP
Richard L. Tower VP
Dennis E. Welch VP
Roger C. Zaklukiewicz VP
Theresa H. Allsop D
Thomas V. Foley
Patricia A. Wood
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 (3)
Gerald Letendre (4)
Jane E. Newman (5)
A. John Stremlaw (6)
Elizabeth S. Eldridge (7)
Douglas K. Johnson (8)
CL&P Capital(9) COE COE Argen I(10)
Michael G. Morris CH, P, CEO, D
Bruce D. Kenyon
Hugh C. MacKenzie
John H. Forsgren EVP, CFO, D
Cheryl W. Grise
Robert P. Wax SVP, S, GC
Robert G. Abair
David B. Amerine
David H. Boguslawski
Michael H. Brothers
Gregory B. Butler
Ronald G. Chevalier
Bruce L. Drawbridge
David M. Goebel (1)
Barry Ilberman
John B. Keane VP, TRS, D
Mary Jo Keating
Robert J. Kost
Kerry J. Kuhlman
Keith R. Marvin
John T. Muro
John W. Noyes
Phillip M. Randall (2)
John J. Roman VP, C
Frank C. Rothen
Frank P. Sabatino
Richard L. Tower
Dennis E. Welch
Roger C. Zaklukiewicz
Theresa H. Allsop
Thomas V. Foley
Patricia A. Wood
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 (3)
Gerald Letendre (4)
Jane E. Newman (5)
A. John Stremlaw (6)
Elizabeth S. Eldridge (7)
Douglas K. Johnson (8)
COE Argen II COE Ave Fenix COE Develop
Michael G. Morris 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
Robert P. Wax SVP, S, GC SVP, S, GC SVP, S, GC
Robert G. Abair
David B. Amerine
David H. Boguslawski
Michael H. Brothers
Gregory B. Butler
Ronald G. Chevalier
Bruce L. Drawbridge
David M. Goebel (1)
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
Phillip M. Randall (2)
John J. Roman
Frank C. Rothen
Frank P. Sabatino
Richard L. Tower
Dennis E. Welch
Roger C. Zaklukiewicz
Theresa H. Allsop
Thomas V. Foley
Patricia A. Wood
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 (3)
Gerald Letendre (4)
Jane E. Newman (5)
A. John Stremlaw (6)
Elizabeth S. Eldridge (7)
Douglas K. Johnson (8)
COE Gencoe (11) COE Tejona COE UK (11)
Michael G. Morris CH, P, CEO, D
Bruce D. Kenyon
Hugh C. MacKenzie
John H. Forsgren EVP, CFO, D
Cheryl W. Grise
Robert P. Wax SVP, S, GC
Robert G. Abair
David B. Amerine
David H. Boguslawski
Michael H. Brothers
Gregory B. Butler
Ronald G. Chevalier
Bruce L. Drawbridge
David M. Goebel (1)
Barry Ilberman
John B. Keane VP, TRS, D
Mary Jo Keating
Robert J. Kost
Kerry J. Kuhlman
Keith R. Marvin
John T. Muro
John W. Noyes
Phillip M. Randall (2)
John J. Roman
Frank C. Rothen
Frank P. Sabatino
Richard L. Tower
Dennis E. Welch
Roger C. Zaklukiewicz
Theresa H. Allsop
Thomas V. Foley
Patricia A. Wood
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 (3)
Gerald Letendre (4)
Jane E. Newman (5)
A. John Stremlaw (6)
Elizabeth S. Eldridge (7)
Douglas K. Johnson (8)
CO (Paris)(11) Conn Steam Conn Trans
Michael G. Morris CH, P, CEO CH, P, CEO
Bruce D. Kenyon
Hugh C. MacKenzie
John H. Forsgren EVP, CFO EVP, CFO
Cheryl W. Grise
Robert P. Wax SVP, S, GC, D SVP, S, GC, D
Robert G. Abair
David B. Amerine
David H. Boguslawski
Michael H. Brothers
Gregory B. Butler
Ronald G. Chevalier
Bruce L. Drawbridge
David M. Goebel (1)
Barry Ilberman
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
Phillip M. Randall (2)
John J. Roman VP, C VP, C
Frank C. Rothen
Frank P. Sabatino
Richard L. Tower
Dennis E. Welch
Roger C. Zaklukiewicz
Theresa H. Allsop D D
Thomas V. Foley
Patricia A. Wood
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 (3)
Gerald Letendre (4)
Jane E. Newman (5)
A. John Stremlaw (6)
Elizabeth S. Eldridge (7)
Douglas K. Johnson (8)
CRC EPI Encoe Partners (12)
Michael G. Morris P, CEO, D CH, P, CEO
Bruce D. Kenyon
Hugh C. MacKenzie
John H. Forsgren EVP, CFO, D EVP, CFO
Cheryl W. Grise
Robert P. Wax SVP, S, GC SVP, S, GC, D
Robert G. Abair
David B. Amerine
David H. Boguslawski
Michael H. Brothers
Gregory B. Butler
Ronald G. Chevalier
Bruce L. Drawbridge
David M. Goebel (1)
Barry Ilberman
John B. Keane VP, TRS VP, TRS, D
Mary Jo Keating
Robert J. Kost
Kerry J. Kuhlman
Keith R. Marvin
John T. Muro
John W. Noyes
Phillip M. Randall (2)
John J. Roman VP, C VP, C
Frank C. Rothen
Frank P. Sabatino
Richard L. Tower
Dennis E. Welch
Roger C. Zaklukiewicz
Theresa H. Allsop D
Thomas V. Foley
Patricia A. Wood
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 (3)
Gerald Letendre (4)
Jane E. Newman (5)
A. John Stremlaw (6)
Elizabeth S. Eldridge (7)
Douglas K. Johnson (8) D
HEC HEC Canada HEC International
Michael G. Morris CHB, CEO, D CHB, CEO CHB, CEO, D
Bruce D. Kenyon
Hugh C. MacKenzie CH(E), D CAO D
John H. Forsgren D D
Cheryl W. Grise
Robert P. Wax
Robert G. Abair
David B. Amerine
David H. Boguslawski
Michael H. Brothers
Gregory B. Butler
Ronald G. Chevalier
Bruce L. Drawbridge
David M. Goebel (1)
Barry Ilberman
John B. Keane
Mary Jo Keating
Robert J. Kost
Kerry J. Kuhlman
Keith R. Marvin
John T. Muro
John W. Noyes
Phillip M. Randall (2)
John J. Roman
Frank C. Rothen
Frank P. Sabatino
Richard L. Tower
Dennis E. Welch
Roger C. Zaklukiewicz
Theresa H. Allsop
Thomas V. Foley
Patricia A. Wood
H. Donald Burbank* VP VP VP
David S. Dayton* VP, D VP VP, D
Linda A. Jensen* VP, TRS, CL VP, TRS, CL VP, TRS, CL
Thomas W. Philbin* P, D P P, D
James B. Redden* VP VP VP
Ted C. Feigenbaum**
William T. Frain, Jr.***
Gary A. Long***
Paul E. Ramsey***
Robert A. Bersak***
John C. Collins (3)
Gerald Letendre (4)
Jane E. Newman (5)
A. John Stremlaw (6) D
Elizabeth S. Eldridge (7)
Douglas K. Johnson (8)
HEC Southwest(13) HP&E HWP
Michael G. Morris CH, CEO, D CH, CEO, D
Bruce D. Kenyon
Hugh C. MacKenzie P, D P, D
John H. Forsgren EVP, CFO, D EVP, CFO, D
Cheryl W. Grise SVP SVP
Robert P. Wax SVP, S, GC SVP, S, GC
Robert G. Abair VP, CAO VP, CAO
David B. Amerine
David H. Boguslawski
Michael H. Brothers
Gregory B. Butler
Ronald G. Chevalier VP VP
Bruce L. Drawbridge
David M. Goebel (1)
Barry Ilberman
John B. Keane VP, TRS VP, TRS
Mary Jo Keating
Robert J. Kost
Kerry J. Kuhlman
Keith R. Marvin
John T. Muro VP
John W. Noyes
Phillip M. Randall (2)
John J. Roman VP, C VP, C
Frank C. Rothen
Frank P. Sabatino VP VP
Richard L. Tower
Dennis E. Welch VP VP
Roger C. Zaklukiewicz VP VP
Theresa H. Allsop
Thomas V. Foley C C
Patricia A. Wood
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 (3)
Gerald Letendre (4)
Jane E. Newman (5)
A. John Stremlaw (6)
Elizabeth S. Eldridge (7)
Douglas K. Johnson (8)
Mode 1 NAEC NAESCO
Michael G. Morris P, CEO, D CH, D CH, D
Bruce D. Kenyon P, CEO, D P, CEO, D
Hugh C. MacKenzie
John H. Forsgren D EVP, CFO, D EVP, CFO, D
Cheryl W. Grise SVP, CAO
Robert P. Wax SVP, S, GC SVP, S, GC SVP, S, GC
Robert G. Abair
David B. Amerine
David H. Boguslawski
Michael H. Brothers
Gregory B. Butler
Ronald G. Chevalier
Bruce L. Drawbridge DS
David M. Goebel (1) VP
Barry Ilberman
John B. Keane VP, TRS, D VP, TRS VP, TRS
Mary Jo Keating
Robert J. Kost
Kerry J. Kuhlman
Keith R. Marvin
John T. Muro
John W. Noyes
Phillip M. Randall (2)
John J. Roman VP, C VP, C VP, C
Frank C. Rothen VP
Frank P. Sabatino
Richard L. Tower
Dennis E. Welch VP
Roger C. Zaklukiewicz
Theresa H. Allsop
Thomas V. Foley
Patricia A. Wood
H. Donald Burbank*
David S. Dayton*
Linda A. Jensen*
Thomas W. Philbin*
James B. Redden*
Ted C. Feigenbaum** EVP, CNO EVP, CNO
William T. Frain, Jr.***
Gary A. Long***
Paul E. Ramsey***
Robert A. Bersak***
John C. Collins (3)
Gerald Letendre (4)
Jane E. Newman (5)
A. John Stremlaw (6)
Elizabeth S. Eldridge (7)
Douglas K. Johnson (8)
NHEC NNECO NUSCO
Michael G. Morris CH, D CH, P, CEO, D
Bruce D. Kenyon P, CEO, D PN
Hugh C. MacKenzie PR
John H. Forsgren EVP, CFO, D EVP, CFO, D
Cheryl W. Grise SVP, CAO SVP, CAO, D
Robert P. Wax SVP, S, GC SVP, S, GC
Robert G. Abair
David B. Amerine VP VP
David H. Boguslawski VP, D VP
Michael H. Brothers VP VP
Gregory B. Butler VP
Ronald G. Chevalier VP
Bruce L. Drawbridge
David M. Goebel (1) VP VP
Barry Ilberman VP
John B. Keane VP, TRS VP, TRS VP, TRS
Mary Jo Keating VP
Robert J. Kost
Kerry J. Kuhlman
Keith R. Marvin VP, CIO
John T. Muro VP
John W. Noyes COMP VP
Phillip M. Randall (2) VP
John J. Roman VP, C VP, C
Frank C. Rothen VP VP
Frank P. Sabatino VP
Richard L. Tower
Dennis E. Welch VP VP
Roger C. Zaklukiewicz VP
Theresa H. Allsop
Thomas V. Foley
Patricia A. Wood
H. Donald Burbank*
David S. Dayton*
Linda A. Jensen*
Thomas W. Philbin*
James B. Redden*
Ted C. Feigenbaum** EVP
William T. Frain, Jr.*** P, D
Gary A. Long*** VP, D
Paul E. Ramsey***
Robert A. Bersak*** S, D
John C. Collins (3)
Gerald Letendre (4)
Jane E. Newman (5)
A. John Stremlaw (6)
Elizabeth S. Eldridge (7)
Douglas K. Johnson (8)
Nutmeg Power Properties, Inc. PSNH
Michael G. Morris CH, P, CEO CH, CEO, D
Bruce D. Kenyon PN, D
Hugh C. MacKenzie D
John H. Forsgren EVP, CFO EVP, CFO, D
Cheryl W. Grise
Robert P. Wax SVP, S, GC, D SVP, S, GC
Robert G. Abair
David B. Amerine
David H. Boguslawski VP
Michael H. Brothers
Gregory B. Butler
Ronald G. Chevalier VP
Bruce L. Drawbridge
David M. Goebel (1)
Barry Ilberman
John B. Keane VP, TRS, D VP, TRS VP, TRS
Mary Jo Keating
Robert J. Kost
Kerry J. Kuhlman
Keith R. Marvin
John T. Muro
John W. Noyes
Phillip M. Randall (2)
John J. Roman VP, C VP, C VP, C
Frank C. Rothen
Frank P. Sabatino VP
Richard L. Tower
Dennis E. Welch VP
Roger C. Zaklukiewicz
Theresa H. Allsop D
Thomas V. Foley
Patricia A. Wood
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, COO, D
Gary A. Long*** VP, D VP
Paul E. Ramsey*** D VP
Robert A. Bersak*** S, D
John C. Collins (3) D
Gerald Letendre (4) D
Jane E. Newman (5) D
A. John Stremlaw (6)
Elizabeth S. Eldridge (7)
Douglas K. Johnson (8)
Quinn. Research Park RRR
Michael G. Morris CH, P, CEO, D CH, P, CEO, D CH, P, CEO, D
Bruce D. Kenyon
Hugh C. MacKenzie PR, D PR, D PR, D
John H. Forsgren EVP, CFO, D EVP, CFO, D EVP, CFO, D
Cheryl W. Grise SVP SVP, CAO SVP, CAO
Robert P. Wax SVP, S, GC SVP, S, GC SVP, S, GC
Robert G. Abair VP, CAO
David B. Amerine
David H. Boguslawski
Michael H. Brothers
Gregory B. Butler
Ronald G. Chevalier
Bruce L. Drawbridge
David M. Goebel (1)
Barry Ilberman
John B. Keane VP, TRS VP, TRS VP, TRS
Mary Jo Keating
Robert J. Kost
Kerry J. Kuhlman
Keith R. Marvin
John T. Muro
John W. Noyes
Phillip M. Randall (2)
John J. Roman VP, C VP, C VP, C
Frank C. Rothen
Frank P. Sabatino
Richard L. Tower
Dennis E. Welch VP VP VP
Roger C. Zaklukiewicz VP VP VP
Theresa H. Allsop
Thomas V. Foley
Patricia A. Wood C
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 (3)
Gerald Letendre (4)
Jane E. Newman (5)
A. John Stremlaw (6)
Elizabeth S. Eldridge (7)
Douglas K. Johnson (8)
Select WMECO WRC
Michael G. Morris CH, CEO, D CH, D P, CEO, D
Bruce D. Kenyon PN, D
Hugh C. MacKenzie P, D P, D D
John H. Forsgren D EVP, CFO, D EVP, CFO, D
Cheryl W. Grise SVP,
Robert P. Wax SVP, S, GC SVP, S, GC SVP, S, GC
Robert G. Abair VP, CAO
David B. Amerine
David H. Boguslawski VP
Michael H. Brothers
Gregory B. Butler
Ronald G. Chevalier VP
Bruce L. Drawbridge
David M. Goebel (1)
Barry Ilberman
John B. Keane VP, TRS VP, TRS VP, TRS
Mary Jo Keating
Robert J. Kost
Kerry J. Kuhlman
Keith R. Marvin
John T. Muro VP VP
John W. Noyes
Phillip M. Randall (2)
John J. Roman VP, C VP, C
Frank C. Rothen
Frank P. Sabatino VP VP
Richard L. Tower
Dennis E. Welch VP
Roger C. Zaklukiewicz VP
Theresa H. Allsop
Thomas V. Foley
Patricia A. Wood C
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 (3)
Gerald Letendre (4)
Jane E. Newman (5)
A. John Stremlaw (6)
Elizabeth S. Eldridge (7) D
Douglas K. Johnson (8) D
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 1000 Elm Street,
Manchester, New Hampshire 03101.
(1) Mr. Goebel resigned from his positions effective March 12, 1998.
(2) Mr. Randall resigned from his position effective January 23, 1998.
(3) Mr. Collins' principal business address is: Lahey Hitchcock Clinic, One
Medical Center Drive, Lebanon, New Hampshire 03756.
(4) Mr. Letendre's principal business address is: Diamond Casting & Machine
Co., Inc., P.O. Box 420, Route 130, Hollis, New Hampshire 03049.
(5) Ms. Newman's principal business address is: University of New Hampshire,
McConnell Hall, 15 College Road, Durham, New Hampshire 03824-3593.
(6) Mr. Stremlaw's principal business address is: 242 Simcoe Street, Niagra-
on-the-Lake, Ontario Canada, L0S 1J0.
(7) Ms. Eldridge's principal business address is: AMACAR Group, 6707 Fairview
Road, Suite D, Charlotte, North Carolina 28210
(8) Mr. Johnson's principal business address is: AMACAR Group, 6707 Fairview
Road, Suite D, Charlotte, North Carolina 28210
(9) CL&P Capital is a partnership in which CL&P serves as general partner and
NUSCO serves as limited partner.
(10) COE Argen I was dissolved effective December 29, 1997.
(11) COE sold all of its stock in COE Gencoe, COE UK, and CO(Paris) on October
21, 1997.
(12) Encoe Partners was a partnership comprised of COE UK and Enron. COE sold
all of its stock in COE UK on October 21, 1997.
(13) 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.
(14) Lisa J. Thibdaue was elected Vice President of CL&P, NUSCO, PSNH and WMECO,
effective January 1, 1998.
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
DS - Director of Services
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)
CRC - CL&P Receivables 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
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
Select - Select Energy, Inc.
WMECO - Western Massachusetts Electric Company
WRC - WMECO Receivables Corporation (WMECO Subsidiary)
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
Elizabeth S. Eldridge First Union Auto Loan Director F
Securitization, Inc.
Charlotte, NC
Credit Suisse First Director F
Boston Structured
Assets, Inc.
New York, NY
Norwest Auto Receivables Director F
Corporation
Minneapolis, MN
NationsBank CLO Corp. Director F
Charlotte, NC
NationsBank CLO Director F
Funding Corp.
Charlotte, NC
NationsBank CLO Director F
Funding Corp. of Texas
Charlotte, NC
Thomas V. Foley Hampden Savings Bank Trustee E
Springfield, MA
Douglas K. Johnson Chase Auto Funding Director C, as
Corporation to CRC;
New York, NY F, as
to WRC
SocGen Real Estate Director C, as
Company LLC to CRC;
New York, NY F, as
to WRC
Credit Suisse First Director C, as
Boston Structured to CRC;
Assets, Inc. F, as
to WRC
Jane E. Newman Exeter Trust Company Director B
Portsmouth, NH
* "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);
"E" designates Rule 70(f)(1) and (2); and
"F" Inadvertent violation of Rule 70(d) by virtue of exceeding the
limitations on numbers of investment bankers and commercial bankers allowed on
the boards of such companies under subsection (2). Such directors are being, or
have been, replaced.
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 1997, each Trustee who was not an employee of Northeast Utilities or
its subsidiaries was compensated at an annual rate of $17,000 cash plus 250
common shares of Northeast Utilities, and received $900 for each meeting of the
Board or its Committees attended. A non-employee Trustee who participates in a
meeting of the Board or any of its Committees by conference telephone receives
$675 per meeting. 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 Compensation Committee, the Corporate Affairs Committee, the Finance
Committee and the Nuclear Committee were compensated at an additional annual
rate of $3,500. The Chair of the Corporate Governance Committee will also be
compensated at an additional annual rate of $3,500. 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 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 Trustees and
certain officers 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 the review of copies of such forms furnished to
Northeast Utilities, or written representations that no Form 5 was required,
Northeast Utilities believes that for the year ended December 31, 1997, all such
reporting requirements were complied with in a timely manner.
</TABLE>
<TABLE>
<CAPTION>
CL&P, PSNH, WMECO and NAEC SUMMARY COMPENSATION TABLE
The following table presents the cash and non-cash compensation received
by the Chief Executive Officer and the next four highest paid executive officers
of CL&P, PSNH, WMECO and NAEC, and by a former Chief Executive Officer and one
former executive officer, in accordance with rules of the Securities and
Exchange Commission (SEC): The compensation reported for 1997 includes grants of
restricted stock units and stock appreciation rights under the Stock Price
Recovery Incentive Program, which for these officers took the place of
participation in short and long-term incentive programs under the Executive
Incentive Plan in 1996, 1997 and 1998. The "Securities Underlying Options/Stock
Appreciation Rights" column in the Summary Compensation table below lists the
Northeast Utilities common shares for which options and stock appreciation
rights were granted; the value of the options and stock appreciation rights as
of the date of grant is given in the last column of the "Option/SAR Grants in
Last Fiscal Year" table below.
Annual Compensation Long Term Compensation
Awards Payouts
Securities Long
Other Restrict- Underlying Term All
Annual ed Stock Options/ Incentive Other
Compensa- Award(s) Stock Program Compensation
Name and Salary tion($) ($) Appreciation Payouts ($)
Principal Position Year ($) Bonus($) (Note 1) (Note 2) Rights (#) ($) (Note3)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Michael G. Morris 1997 258,333 1,350,000 - - 500,000 - -
Chairman of the
Board, President 1996 - - - - - - -
and Chief Executive
Officer 1995 - - - - - - -
Bruce D. Kenyon 1997 500,000 300,000 - 306,522 139,745 - -
President -
Nuclear Group 1996 144,231 400,000 - 499,762 - - -
1995 - - - - - - -
John H. Forsgren 1997 350,000 50,000 - 378,787 184,382 - -
Executive Vice
President and 1996 305,577 - 62,390 80,380 - - -
Chief Financial
Officer 1995 - - - - - - -
Hugh C. MacKenzie 1997 270,000 - - 189,778 142,549 26,998 4,800
President - Retail
Business Group 1996 264,904 - - - - 19,834 7,500
1995 247,665 128,841 - - - 46,789 7,350
Robert P. Wax 1997 207,660 - - 129,775 97,499 6,075 4,800
Senior Vice
President, 1996 193,650 - - - - 9,859 5,809
Secretary and
General Counsel 1995 183,427 96,225 - - - 17,147 5,503
Bernard M. Fox 1997 447,165 - - - 226,106 68,777 880,916
Retired Chairman of
the Board, President 1996 551,300 - - - - 65,420 7,500
and Chief Executive
Officer 1995 551,300 246,168 - - - 130,165 7,350
Ted C. Feigenbaum 1997 260,000 - - - - 21,498 4,800
Executive Vice
President and 1996 248,858 - - - - 14,770 7,222
Chief Nuclear
Officer of NAEC 1995 185,300 - - - - - 5,553
</Table)
<CAPTION>
</TABLE>
<TABLE>
Option/SAR Grants in Last Fiscal Year
Individual Grants Grant Date Value
Name Number of % of Total Exercise Expiration Grant Date
Securities Options/SARs or Date Present
Underlying Granted to Base Price Value ($)
Options/SARS Employees in ($/sh)
Granted (#) Fiscal Year
<S> <C> <C> <C> <C> <C>
Michael G. Morris 500,000 (Note 4) 34.9% 9.625 8/20/2007 840,744 (Note 4)
Bruce D. Kenyon 41,236 (Note 5) 2.9% 13.125 12/31/2001 71,751 (Note 5)
98,509 (Note 6) 6.9% 9.75 12/31/2001 66,986 (Note 6)
John H. Forsgren 54,408 (Note 5) 3.8% 13.125 12/31/2001 94,670 (Note 5)
129,974 (Note 6) 9.1% 9.75 12/31/2001 88,382 (Note 6)
Hugh C. MacKenzie 42,063 (Note 5) 2.9% 13.125 12/31/2001 73,190 (Note 5)
100,486 (Note 6) 7.0% 9.75 12/31/2001 68,330 (Note 6)
Robert P. Wax 28,764 (Note 5) 2.0% 13.125 12/31/2001 50,049 (Note 5)
68,735 (Note 6) 4.8% 9.75 12/31/2001 46,740 (Note 6)
Bernard M. Fox 226,106 (Note 5) 15.8% 13.125 12/31/2001 393,424 (Note 5)
Ted C. Feigenbaum - N/A N/A N/A N/A
</TABLE>
Notes to Summary Compensation and Option/SAR Grants Tables:
1. Other annual compensation for Mr. Forsgren consists of tax payments on a
restricted stock award.
2. The aggregate restricted stock holdings by the seven individuals named in
the table were, at December 31, 1997, 131,993 shares with a value of
$1,559,169. Awards shown for 1997 (except for additional awards made for
Messrs. Kenyon and Forsgren - see below) were restricted stock unit grants
under the Stock Price Recovery Incentive Program made on January 1, 1997.
The number of units in each grant will be adjusted on December 31, 1998 to
reflect the relative performance of Northeast Utilities common shares
between December 31, 1996 and December 31, 1998 versus the performance of
the Standard and Poor's Electric Company Index during the same period. The
adjusted units will vest on January 4, 1999 if the recipient is still
actively employed as a senior officer of the System (subject to earlier
vesting upon death, disability or retirement). Mr. Kenyon also received
12,200 restricted stock units on July 8, 1997, with a value at date of
grant of $120,475, which will vest, as will the restricted shares granted
to him in 1996, when Millstone Station is removed from the NRC's "watch
list", provided that this occurs within three years of Mr. Kenyon's
commencement of employment (September 3, 1996) 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, or, if earlier, when he is transferred to a new position
within the System or with an affiliate, as defined. Mr. Forsgren also
received 13,500 restricted stock units on July 8, 1997, with a value at
grant of $133,313, which will vest, as will the restricted stock granted to
him in 1996, on January 1, 1999. Any dividends paid on restricted stock
and units are reinvested into additional restricted stock and units,
respectively, subject to the same vesting schedule.
3. "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. Fox, who
retired from the System in 1997, a payment of $166,667 as a contractor to
the System in 1997, a payment of $82,000 which had been withheld from Mr.
Fox's 1995 annual bonus, $389,866, which is the approximate value at the
date of his retirement of that portion of Mr. Fox's retirement benefit in
excess of what would be payable under the System's retirement plans, and a
payment of $237,583 for payment of taxes on an annuity that provides a
portion of such retirement benefit. See Employment Contracts and
Termination of Employment Arrangements, below.
4. Mr. Morris received upon the commencement of his employment options to
purchase 500,000 NU common shares at a price of $9.625 commencing August
20, 1999 (250,000 shares), August 20, 2000 (125,000 shares) and August 20,
2001 (125,000 shares). The options expire August 20, 2007 or, if earlier,
three years after termination of his employment. Valued using the Black-
Scholes option pricing model, with the following assumptions:
Volatility: 31.89 percent (36 months of monthly data); Risk-free rate: 6.41
percent; Dividend yield: 7.42 percent (36 months of monthly data); Exercise
price: $9.625; Grant price: $9.625; Option term: 10 years; Exercise date:
August 20, 2007.
5. These SARs were granted on January 1, 1997 under the Stock Price Recovery
Incentive Program. The total number of SARs in this grant will be adjusted
on December 31, 1998 to reflect the relative performance of NU common
shares between December 31, 1996 and December 31, 1998 versus the
performance of the Standard and Poor's Electric Companies Index during the
same period. This adjustment factor is assumed to be one for purposes of
valuation for this table. Valued using the Black-Scholes option pricing
model, with the following assumptions: Volatility: 25.63 percent (36
months of monthly data); Risk-free rate: 6.17 percent, Dividend yield: 7.95
percent (36 months of monthly data); Exercise date: December 31, 2001.
6. These SARs were granted on August 12, 1997 under the Stock Price Recovery
Incentive Program. Their value may not exceed $3.375 per SAR, which is the
value they would have if the price of a Northeast Utilities common share on
the date of exercise were $13.125 or higher. Valued using the Black-
Scholes option pricing model, assuming that the value limitation described
in the preceding sentence acts as a stock appreciation right written by the
recipient of the actual SARs to the Company, with a base price equal to
$13.125, but with other characteristics equivalent to the actual SARs, with
the following assumptions: Volatility: 31.89 percent (36 months of
monthly data); Risk-free rate: 6.22 percent; Dividend yield: 7.42 percent
(36 months of monthly data); Exercise date: December 31, 2001.
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 NU 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
NU Board of Trustees to participate in the target benefit and who remain in the
employ of NU companies until at least age 60 (unless the Board of Trustees sets
an earlier age).
Each of the executive officers of NU named in the Summary Compensation
Table above is currently eligible for a target benefit, except Messrs. Morris
and Kenyon, whose Employment Agreements provide specially calculated retirement
benefits, based on their previous arrangements with CMS Energy/Consumers Energy
Company (CMS) and South Carolina Electric and Gas, respectively. Mr. Morris's
agreement provides that upon retirement after reaching the fifth anniversary of
his employment date with the System (or upon disability or termination without
cause or following a change in control, as defined, of NU) he will be entitled
to receive a special retirement benefit calculated by applying the benefit
formula of the CMS Supplemental Executive Retirement Plan to all compensation
earned from the System and to all service rendered to the System and CMS. If
Mr. Kenyon retires with at least three years but less than five years of service
with the System, 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 System, 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 Years of Credited Service
Compensation
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 401k 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 NU and its subsidiaries under long term disability plans and policies.
As of December 31, 1997, the five current executive officers named in the
Summary Compensation Table had the following years of credited service for
purposes of calculating target benefits under the Supplemental Plan (or in the
case of Messrs. Morris and Kenyon, for purposes of calculating the special
retirement benefits under their respective Employment Agreements): Mr. Morris -
9, Mr. Kenyon - 1, Mr. Forsgren - 1, Mr. MacKenzie - 32, and Mr. Wax - 18.
Assuming that retirement were to occur at age 65 for these officers, retirement
would occur with 23, 11, 15, 41 and 34 years of credited service, respectively.
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT ARRANGEMENTS
Officer Agreements
NUSCO (or, in the case of Mr. Morris, NU) has entered into employment
agreements (the Officer Agreements) with each of the named executive officers
and certain other executive officers and subsidiary directors. The Officer
Agreements are also binding on NU and on each majority-owned subsidiary of NU.
Each Officer Agreement obligates the officer to perform such duties as may
be directed by the NUSCO Board of Directors or the NU Board of Trustees, protect
the System's confidential information, and refrain, while employed by the System
and for a period of time thereafter, from competing with the System 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 or other supplemental retirement programs
(see Pension Benefits, above), in applicable executive incentive programs (see
Report on Executive Compensation, above), and, beginning on January 1, 1999
(January 1, 1998 for Mr. Morris's participation in short-term programs), if the
employment term has not ended, in each short-term and long-term incentive
compensation program established by the System 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, and, for Mr.
Morris, with minimum short-term and long-term target levels of 80 percent and 60
percent, respectively, of base salary and maximum opportunities of 130 percent
and 120 percent, respectively, of base salary).
Each Officer Agreement provides for a specified employment term and 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 System for "cause", as defined, at any time (in which case no
supplemental retirement benefit, if any, shall be due), or by the officer on
thirty days' prior written notice for any reason. Absent "cause", the System
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 System, 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 of 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 annual
base salary (or in the case of Mr. Morris, if greater, the product of annual
base salary times one less than the number of years remaining in the initial
five-year term of his employment agreement), annual incentive payments,
specified employee welfare and pension benefits, and vesting of stock
appreciation rights, options and restricted stock. Certain of the change of
control provisions may be modified by the Board of Trustees prior to a change of
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. 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. Mr. Kenyon's Officer Agreement also provides for a special
retirement benefit and a special short term incentive compensation program in
lieu of a portion of the Stock Price Recovery Incentive 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. Mr. Kenyon received a payment of
$300,000, or 60 percent of his base salary, under this program during 1997.
Mr. Morris's Officer Agreement provides for an initial five-year term base
salary of $750,000 per year subject to annual review, a $1,350,000 cash signing
bonus, a grant of stock options, and a special retirement benefit. See Summary
Compensation Table and Pension Benefits, above, for further description of these
provisions.
Retention Bonuses
During July, 1997, the Compensation Committee agreed to pay Messrs.
Forsgren and MacKenzie cash retention bonuses of $100,000 each, payable in
July, 1998 and December, 1998, respectively.
Transition and Retirement Agreement
In February, 1997, NU entered into a Transition and Retirement Agreement
(the Transition Agreement) with Mr. Fox, and Mr. Fox subsequently retired on
September 1, 1997. The Transition Agreement obligates Mr. Fox to maintain the
confidentiality of System information during his employment and following his
retirement, and not to compete with the System 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 of 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 to reflect payments
beginning prior to age 57), and for vesting of all stock appreciation rights
granted to him in the Stock Price Recovery Incentive Program. Further, Mr. Fox
signed a release of claims against the System "and all related parties" with
respect to matters arising out of his employment with the System, and the System
released Mr. Fox from all civil liability which may arise from his being or
having been a Trustee or officer of NU and its subsidiaries, except for any
liability which has been or may be asserted against Mr. Fox by the System as the
result of an investigation conducted upon the demand of a shareholder or by a
shareholder on behalf of the System.
The Transition Agreement is binding on each active majority-owned
subsidiary of NU.
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.
[CAPTION]
<TABLE>
b. SECURITY OWNERSHIP OF TRUSTEES, DIRECTORS AND EXECUTIVE OFFICERS
The following table provides information as of February 24, 1998, as to the
beneficial ownership of the equity securities of NU by 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, Director 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 Beneficial Ownership
Title of Directly Deferred Restricted Restricted Stock Percent of
Class Name Owned Shares (1) Stock (2) Units (3) Class (4)
<S> <C> <C> <C> <C> <C>
NU Common Theresa H. Allsop 1,790
NU Common Robert A. Bersak 1,123 (5)
NU Common David H. Boguslawski 2,202
NU Common Cotton Mather Cleveland 2,193 (6) 2,627
NU Common John C. Collins 0
NU Common William F. Conway 3,941
NU Common John F. Curley 500
NU Common David S. Dayton 0
NU Common E. Gail de Planque 1,281
NU Common Elizabeth S. Eldridge 0
NU Common John H. Forsgren 0 5,577 32,816
NU Common William T. Frain, Jr. 4,144
NU Common Douglas K. Johnson 0
NU Common John B. Keane 3,741
NU Common Elizabeth T. Kennan 3,116 375
NU Common Bruce D. Kenyon 3,373 41,615 26,840
NU Common Gerald Letendre 0
NU Common Gary A. Long 1,041
NU Common Hugh C. MacKenzie 12,573 (7) 14,933
NU Common Michael G. Morris 1,000 (8)
NU Common Jane E. Newman 0
NU Common William J. Pape II 2,726 (9) 1,730
NU Common Robert E. Patricelli 5,225
NU Common Thomas W. Philbin 0
NU Common Paul E. Ramsey 662
NU Common A. John Stremlaw 0
NU Common John F. Swope 4,317
NU Common John F. Turner 438 (10) 4,026
NU Common Robert P. Wax 4,746 10,212
</TABLE>
(1) Receipt deferred under the Northeast Utilities Deferred Compensation Plan
for Trustees (see Compensation of Trustees above). The beneficial owner
has no current voting or investment power except as provided in such plan.
(2) The beneficial owner has the right to vote but no right to dispose of
restricted stock until the restrictions have lapsed.
(3) The beneficial owner has no right to vote or dispose of restricted stock
units until the restrictions have lapsed.
(4) As of February 24, 1998, there were 136,857,433 common shares of NU
outstanding. The percentage of such shares beneficially owned by any
Director or Executive Officer, and by all Directors and Executive Officers
of CL&P, PSNH, WMECO and NAEC as a group, does not exceed one percent.
(5) Mr. Bersak shares voting and investment power with his wife for 328 of
these shares.
(6) 1,416 of these shares are held in trust.
(7) Mr. MacKenzie shares voting and investment power with his wife for 1,584 of
these shares.
(8) Mr. Morris shares voting and investment power with his wife for these
shares.
(9) 500 of these shares are held in trust.
(10) Mr. Turner shares voting and investment power with his wife for these
shares.
c. CONTRACTS AND TRANSACTIONS OF TRUSTEES, DIRECTORS AND EXECUTIVE
OFFICERS WITH SYSTEM COMPANIES
Until August, 1997, Mr. Patricelli, a Trustee of NU, was Chairman,
President and Chief Executive Officer of Value Health, Inc. ValueRx, a
subsidiary of Value Health, Inc., was one of the prescription drug providers
under NUSCO's Group Insurance Plan during 1997. The total payments made by
NUSCO to ValueRx during 1997 to administer the prescription drug program were
$877,285, $710,285 of which was paid to pharmacies in dispensing fees.
The law firm of Sheehan Phinney Bass + Green, Professional Association,
provided legal services to NAESCO during 1997. Mr. Swope, a Trustee of NU, was
of counsel to the firm until June, 1997.
d. INDEBTEDNESS OF TRUSTEES, DIRECTORS AND EXECUTIVE OFFICERS OF
SYSTEM COMPANIES
No Trustee, Director or executive officer was indebted to a system company
during 1997.
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.
ITEM 7. CONTRIBUTIONS AND PUBLIC RELATIONS
(1) Expenditures, disbursements and payments made during 1997 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 were made by system
companies which file annual reports on Form U-13-60 and,
accordingly, will be appropriately disclosed therein.
(2) The following expenditures, disbursements or payments were made
during 1997 to citizens groups or public relations counsel:
Name of
System Total Purpose of Account
Company Ultimate Beneficiary Paid the Payment Charged
Corporate Communications:
CL&P Burson Marsteller $26,300 Public Relations 923.99
PSNH Porter McGee $52,630 Public Relations 426.54
PSNH J.D. Fifth Associates $61,135 Public Relations 426.54
PSNH Jim Conran/Consumers
First $13,893 Public Relations 426.54
ITEM 8. SERVICE, SALES AND CONSTRUCTION CONTRACTS
PART I:
1. In 1997, 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 $ 16,842
Various demand side
management services HEC Inc. CL&P $ 952,562
Various energy
management services HEC Inc. WMECO $ 484,023
Construction services HEC Inc. WMECO $1,516,264
2. In 1997, PSNH rendered the following services to NAESCO:
Description of Service Amount
(Thousands of Dollars)
Employee related expenses $ 86
Construction and maintenance services 414
Legal services 27
Accounting and auditing services 164
Miscellaneous services 108
3. In 1997, the following revenues were received from NAESCO in
connection with leasing PSNH assets.
(Thousands of Dollars)
Newington station building and
outside storage $172
*Includes operation and maintenance charges and property taxes
associated with leased property.
ITEM 8. SERVICE, SALES AND CONSTRUCTION CONTRACTS
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 and 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 he 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 held 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: None
2. Amount: None
3. Debt: None
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 12/31/97:
As of December 31, 1997, COE (Gencoe) Corp's and COE (UK) Corp.' s
investments were sold to third party purchasers.
(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 held 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: None
2. Amount: None
3. Debt: None
4. Other financial obligations with resource to NU or another system
company: None
5. Guarantees by NU: $3 million (This guaranty was cancelled in
February 1998).
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 12/31/97:
As of December 31, 1997, this investment had been sold to a third party
purchaser.
(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: Capital contribution (12/31/97)
2. Amount: $49 million
3. Debt: None
4. Other financial obligations with recourse to NU or another system
company: None
5. Guarantees by NU: $12.5 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 12/31/97:
Ratio of debt to common equity as of 12/31/97: 0.859
Ratio of debt to earnings/(loss) as of 12/31/97: (5.902)
(d) Service, Sales, or Construction Contracts: None
PART I.
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: A Costa Rican company whose sole purpose is to
own and operate a 20 MW wind facility located
in the Republic of Costa Rica which began
commercial operation in June 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: $20,000
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,
1997:
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 12/31/97:
EWGs: $ 0.0 million
FUCOs: $38.0 million
(b) Ratio of aggregate investment to aggregate retained earnings of NU's
public-utility subsidiary companies as of 12/31/97: 0.057
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, 1997 F-4--F-7
Consolidating Statement of Income for year ended
December 31, 1997 F-8--F-9
Consolidating Statement of Retained Earnings for
year ended December 31, 1997 F-10--F-11
Consolidating Statement of Capital Surplus,
Paid In for the year ended December 31, 1997 F-10--F-11
Consolidating Statement of Cash Flows for year
ended December 31, 1997 F-12--F-13
The Connecticut Light and Power Company and Subsidiaries:
Consolidating Balance Sheet as of December 31, 1997 F-14--F-15
Consolidating Statement of Income for year ended
December 31, 1997 F-16
Consolidating Statement of Retained Earnings for
year ended December 31, 1997 F-17
Consolidating Statement of Capital Surplus,
Paid In for the year ended December 31, 1997 F-17
Consolidating Statement of Cash Flows for year
ended December 31, 1997 F-18
Public Service Company of New Hampshire and Subsidiary:
Consolidating Balance Sheet as of December 31, 1997 F-20--F-21
Consolidating Statement of Income for year ended
December 31, 1997 F-22
Consolidating Statement of Retained Earnings
for year ended December 31, 1997 F-23
Consolidating Statement of Capital Surplus,
Paid In for the year ended December 31, 1997 F-23
Consolidating Statement of Cash Flows for year
ended December 31, 1997 F-24
Holyoke Water Power Company and Subsidiary:
Consolidating Balance Sheet as of December 31, 1997 F-26--F-27
Consolidating Statement of Income for year ended
December 31, 1997 F-28
Consolidating Statement of Retained Earnings
for year ended December 31, 1997 F-29
Consolidating Statement of Capital Surplus,
Paid In for the year ended December 31, 1997 F-29
Consolidating Statement of Cash Flows for year
ended December 31, 1997 F-30
Charter Oak Energy Incorporated and Subsidiaries:
Consolidating Balance Sheet as of December 31, 1997 F-32--F-35
Consolidating Statement of Income for year ended
December 31, 1997 F-36--F-37
Consolidating Statement of Retained Earnings for
year ended December 31, 1997 F-38--F-39
Consolidating Statement of Capital Surplus,
Paid In for the year ended December 31, 1997 F-38--F-39
Consolidating Statement of Cash Flows for year
ended December 31, 1997 F-40--F-41
HEC Inc. and Subsidiaries:
Consolidating Balance Sheet as of December 31, 1997 F-42--F-43
Consolidating Statement of Income for the year
ended December 31, 1997 F-44
Consolidating Statement of Retained Earnings for
the year ended December 31, 1997 F-45
Consolidating Statement of Capital Surplus,
Paid In for the year ended December 31, 1997 F-45
Consolidating Statement of Cash Flows for the
year ended December 31, 1997 F-46
Western Massachusetts Electric Company and Subsidiary:
Consolidating Balance Sheet as of December 31, 1997 F-47--F-48
Consolidating Statement of Income for the year
ended December 31, 1997 F-49
Consolidating Statement of Retained Earnings
for the year ended December 31, 1997 F-50
Consolidating Statement of Capital Surplus,
Paid In for the year ended December 31, 1997 F-50
Consolidating Statement of Cash Flows for the
year ended December 31, 1997 F-51
Notes to Financial Statements F-52
Exhibits E-1--E-25
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 and Subsidiaries (a Massachusetts trust)
as of December 31, 1997 and 1996, 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, 1997, included in the 1997
annual report to shareholders and incorporated by reference in this Form U5S and
have issued our report thereon dated February 20, 1998. 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, 1997 and 1996, and the results of their
operations and cash flows for each of the three years in the period ended
December 31, 1997, in conformity with generally accepted accounting principles.
/s/ Arthur Andersen LLP
Arthur Andersen LLP
Hartford, Connecticut
February 20, 1998
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 30, 1998
NORTHEAST UTILITIES AND SUBSIDIARIES
Consolidating Balance Sheet (a)
Assets
December 31, 1997
(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>
Utility Plant, at cost:
Electric 0 6,411,018 1,898,520
Other 0 0 8,689
---------- -------------- --------------
0 6,411,018 1,907,209
Less: Accumulated provision for
depreciation 0 2,902,673 592,516
---------- -------------- --------------
0 3,508,345 1,314,693
Unamortized PSNH acquisition costs 0 0 402,285
Construction work in progress 1 93,692 10,716
Nuclear fuel, net 0 135,076 1,308
---------- -------------- --------------
Total net utility plant 1 3,737,113 1,729,002
---------- -------------- --------------
Other Property and Investments:
Nuclear decommissioning trusts, at market 0 369,162 4,332
Investments in regional nuclear generating
companies, at equity 0 58,061 13,153
Investments in transmission companies, at
equity 19,635 0 0
Investments in subsidiary companies, at
equity 2,271,902 0 0
Other, at cost 402 66,625 4,023
---------- -------------- --------------
2,291,939 493,848 21,508
---------- -------------- --------------
Current Assets:
Cash and cash equivalents 10 459 94,647
Investments in securitizable assets 0 205,625 0
Notes receivable from affiliated companies 34,200 0 0
Receivables, net 711 50,671 89,338
Accounts receivable from affiliated companies 961 3,150 38,384
Taxes receivables 0 70,311 276
Accrued utility revenues 0 0 36,885
Fuel, materials, and supplies, at average cost 0 81,878 40,161
Recoverable energy costs, net--current portion 0 28,073 31,886
Investments in Charter Oak Energy, Inc.
held for sale 0 0 0
Prepayments and other 265 79,632 11,023
---------- -------------- --------------
36,147 519,799 342,600
---------- -------------- --------------
Deferred Charges:
Regulatory assets 0 1,292,818 695,418
Accumulated deferred income taxes 5,692 0 0
Unamortized debt expense 232 19,286 11,749
Deferred receivable from affiliated company 0 0 32,472
Other 46 18,359 5,154
---------- -------------- --------------
5,970 1,330,463 744,793
---------- -------------- --------------
Total Assets 2,334,057 6,081,223 2,837,903
========== ============== ==============
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, 1997
(Thousands of Dollars)
<TABLE>
<CAPTION>
Western
Massachusetts Holyoke
Electric Water Power
Company North Atlantic Company
(consolidated) Energy (consolidated)
(b) Corporation (b)
-------------- -------------- --------------
<S> <C> <C> <C>
Utility Plant, at cost:
Electric 1,284,288 779,111 97,148
Other 0 0 0
-------------- -------------- --------------
1,284,288 779,111 97,148
Less: Accumulated provision for
depreciation 559,119 143,778 43,186
-------------- -------------- --------------
725,169 635,333 53,962
Unamortized PSNH acquisition costs 0 0 0
Construction work in progress 19,038 4,616 2,214
Nuclear fuel, net 30,907 27,413 0
-------------- -------------- --------------
Total net utility plant 775,114 667,362 56,176
-------------- -------------- --------------
Other Property and Investments:
Nuclear decommissioning trusts, at market 102,708 26,547 0
Investments in regional nuclear generating
companies, at equity 15,741 0 0
Investments in transmission companies, at
equity 0 0 0
Investments in subsidiary companies, at
equity 0 0 0
Other, at cost 4,900 0 3,477
-------------- -------------- --------------
123,349 26,547 3,477
-------------- -------------- --------------
Current Assets:
Cash and cash equivalents 105 13 10
Investments in securitizable assets 25,280 0 0
Notes receivable from affiliated companies 0 0 9,150
Receivables, net 2,739 0 3,169
Accounts receivable from affiliated companies 3,933 25,695 35
Taxes receivables 10,768 4,613 0
Accrued utility revenues 0 0 0
Fuel, materials, and supplies, at average cost 5,860 13,003 6,094
Recoverable energy costs, net--current portion 0 0 0
Investments in Charter Oak Energy, Inc.
held for sale 0 0 0
Prepayments and other 14,945 4,220 182
-------------- -------------- --------------
63,630 47,544 18,640
-------------- -------------- --------------
Deferred Charges:
Regulatory assets 211,377 269,484 1,644
Accumulated deferred income taxes 0 0 0
Unamortized debt expense 2,695 3,702 895
Deferred receivable from affiliated company 0 0 0
Other 2,963 0 456
-------------- -------------- --------------
217,035 273,186 2,995
-------------- -------------- --------------
Total Assets 1,179,128 1,014,639 81,288
============== ============== ==============
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, 1997
(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 51,174 0
Other 84,334 0 0
--------- --------- --------------
84,334 51,174 0
Less: Accumulated provision for
depreciation 51,650 12,867 0
--------- --------- --------------
32,684 38,307 0
Unamortized PSNH acquisition costs 0 0 0
Construction work in progress 7,788 2,635 0
Nuclear fuel, net 0 0 0
--------- --------- --------------
Total net utility plant 40,472 40,942 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
Other, at cost 4,155 0 680
--------- --------- --------------
4,155 0 680
--------- --------- --------------
Current Assets:
Cash and cash equivalents 44,200 2 1,690
Investments in securitizable assets 0 0 0
Notes receivable from affiliated companies 107,250 98,600 0
Receivables, net 42,017 5,257 17,475
Accounts receivable from affiliated companies 85,901 54,378 54
Taxes receivables 0 0 0
Accrued utility revenues 0 0 0
Fuel, materials, and supplies, at average cost 34 66,139 (476)
Recoverable energy costs, net--current portion 0 0 0
Investments in Charter Oak Energy, Inc.
held for sale 0 0 0
Prepayments and other 2,575 3,612 2,593
--------- --------- --------------
281,977 227,988 21,336
--------- --------- --------------
Deferred Charges:
Regulatory assets 0 263 0
Accumulated deferred income taxes 17,644 20,376 0
Unamortized debt expense 0 125 0
Deferred receivable from affiliated company 0 0 0
Other 37,011 15,608 24,328
--------- --------- --------------
54,655 36,372 24,328
--------- --------- --------------
Total Assets 381,259 305,302 46,344
========= ========= ==============
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, 1997
(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 2,215 86,743 0
---------- ------------ --------------
2,215 86,743 52
Less: Accumulated provision for
depreciation 1,207 29,090 52
---------- ------------ --------------
1,008 57,653 0
Unamortized PSNH acquisition costs 0 0 0
Construction work in progress 0 256 7
Nuclear fuel, net 0 0 0
---------- ------------ --------------
Total net utility plant 1,008 57,909 7
---------- ------------ --------------
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
Other, at cost 2,604 2,503 0
---------- ------------ --------------
2,604 2,503 0
---------- ------------ --------------
Current Assets:
Cash and cash equivalents 18 100 1,637
Investments in securitizable assets 0 0 0
Notes receivable from affiliated companies 0 0 0
Receivables, net 0 9 14
Accounts receivable from affiliated companies 1 1,312 0
Taxes receivables 0 0 4,364
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
Investments in Charter Oak Energy, Inc.
held for sale 0 0 33,391
Prepayments and other 0 568 0
---------- ------------ --------------
19 1,989 39,406
---------- ------------ --------------
Deferred Charges:
Regulatory assets 4 0 0
Accumulated deferred income taxes 0 0 1,028
Unamortized debt expense 0 72 0
Deferred receivable from affiliated company 0 0 0
Other 0 7 4,624
---------- ------------ --------------
4 79 5,652
---------- ------------ --------------
Total Assets 3,635 62,480 45,065
========== ============ ==============
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, 1997
(Thousands of Dollars)
<TABLE>
<CAPTION>
Select Mode 1 HEC Inc.
Energy, Communications, (consolidated)
Inc. Inc. (b)
---------- --------------- --------------
<S> <C> <C> <C>
Utility Plant, at cost:
Electric 0 0 0
Other 0 0 4,148
---------- --------------- --------------
0 0 4,148
Less: Accumulated provision for
depreciation 0 0 2,569
---------- --------------- --------------
0 0 1,579
Unamortized PSNH acquisition costs 0 0 0
Construction work in progress 12 102 0
Nuclear fuel, net 0 0 0
---------- --------------- --------------
Total net utility plant 12 102 1,579
---------- --------------- --------------
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
Other, at cost 0 5,993 0
---------- --------------- --------------
0 5,993 0
---------- --------------- --------------
Current Assets:
Cash and cash equivalents 0 0 511
Investments in securitizable assets 0 0 0
Notes receivable from affiliated companies 0 0 0
Receivables, net 323 0 3,190
Accounts receivable from affiliated companies 836 0 618
Taxes receivables 1,707 927 0
Accrued utility revenues 0 0 0
Fuel, materials, and supplies, at average cost 3 0 26
Recoverable energy costs, net--current portion 0 0 0
Investments in Charter Oak Energy, Inc.
held for sale 0 0 0
Prepayments and other 0 0 124
---------- --------------- --------------
2,869 927 4,469
---------- --------------- --------------
Deferred Charges:
Regulatory assets 0 0 0
Accumulated deferred income taxes 42 38 0
Unamortized debt expense 0 0 0
Deferred receivable from affiliated company 0 0 0
Other 500 0 2,175
---------- --------------- --------------
542 38 2,175
---------- --------------- --------------
Total Assets 3,423 7,060 8,223
========== =============== ==============
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, 1997
(Thousands of Dollars)
<TABLE>
<CAPTION>
Eliminations Consolidated
------------ ------------
<S> <C> <C>
Utility Plant, at cost:
Electric 651,750 9,869,561
Other 0 186,130
------------ ------------
651,750 10,055,691
Less: Accumulated provision for
depreciation 8,108 4,330,599
------------ ------------
643,642 5,725,092
Unamortized PSNH acquisition costs 0 402,285
Construction work in progress 0 141,077
Nuclear fuel, net 0 194,704
------------ ------------
Total net utility plant 643,642 6,463,158
------------ ------------
Other Property and Investments:
Nuclear decommissioning trusts, at market 0 502,749
Investments in regional nuclear generating
companies, at equity 0 86,955
Investments in transmission companies, at
equity 0 19,635
Investments in subsidiary companies, at
equity 2,271,902 0
Other, at cost 0 95,362
------------ ------------
2,271,902 704,701
------------ ------------
Current Assets:
Cash and cash equivalents 0 143,403
Investments in securitizable assets 0 230,905
Notes receivable from affiliated companies 249,200 0
Receivables, net 0 214,914
Accounts receivable from affiliated companies 215,256 0
Taxes receivables 92,967 0
Accrued utility revenues 0 36,885
Fuel, materials, and supplies, at average cost 0 212,721
Recoverable energy costs, net--current portion 0 59,959
Investments in Charter Oak Energy, Inc.
held for sale 0 33,391
Prepayments and other 81,244 38,495
------------ ------------
638,667 970,673
------------ ------------
Deferred Charges:
Regulatory assets 297,729 2,173,278
Accumulated deferred income taxes 44,819 0
Unamortized debt expense 0 38,758
Deferred receivable from affiliated company 32,472 0
Other 47,388 63,844
------------ ------------
422,408 2,275,880
------------ ------------
Total Assets 3,976,619 10,414,412
============ ============
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, 1997
(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 684,211 122,229 1
Capital surplus, paid in 932,493 641,333 423,713
Deferred benefit plan-employee stock
ownership plan (154,141) 0 0
Retained earnings 664,678 385,823 170,188
---------- -------------- --------------
Total common shareholders' equity 2,127,241 1,149,385 593,902
Preferred stock not subject to mandatory
redemption 0 116,200 0
Preferred stock subject to mandatory
redemption 0 151,250 75,000
Long-term debt 177,000 2,023,316 516,485
---------- -------------- --------------
Total capitalization 2,304,241 3,440,151 1,185,387
---------- -------------- --------------
Minority Interest in Consolidated Subsidiary 0 100,000 0
---------- -------------- --------------
Obligations Under Capital Leases 0 18,042 799,450
---------- -------------- --------------
Current Liabilities:
Notes payable to banks 0 35,000 0
Notes payable to affiliated company 0 61,300 0
Long-term debt and preferred stock--current
portion 17,000 23,761 195,000
Obligations under capital leases--current
portion 0 140,076 122,363
Accounts payable 1,857 124,427 21,231
Accounts payable to affiliated companies 216 92,963 32,848
Accrued taxes 7,860 33,017 69,789
Accrued interest 2,343 14,650 7,197
Accrued pension benefits 0 0 46,061
Nuclear compliance 0 58,700 500
Other 90 23,495 9,417
---------- -------------- --------------
29,366 607,389 504,406
---------- -------------- --------------
Deferred Credits:
Accumulated deferred income taxes 0 1,324,066 204,448
Accumulated deferred investment tax credits 0 127,713 3,972
Deferred contractual obligations 0 348,406 83,042
Deferred obligation to affiliated company 0 0 0
Deferred credit--SFAS 109 0 0 0
Other 450 115,456 57,198
---------- -------------- --------------
450 1,915,641 348,660
---------- -------------- --------------
Total Capitalization and Liabilities 2,334,057 6,081,223 2,837,903
========== ============== ==============
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, 1997
(Thousands of Dollars)
<TABLE>
<CAPTION>
Western
Massachusetts Holyoke
Electric Water Power
Company North Atlantic Company
(consolidated) Energy (consolidated)
(b) Corporation (b)
-------------- -------------- --------------
<S> <C> <C> <C>
Capitalization:
Common shareholders' equity:
Common shares 26,812 1 2,400
Capital surplus, paid in 151,171 160,999 6,000
Deferred benefit plan-employee stock
ownership plan 0 0 0
Retained earnings 50,225 58,702 9,661
-------------- -------------- --------------
Total common shareholders' equity 228,208 219,702 18,061
Preferred stock not subject to mandatory
redemption 20,000 0 0
Preferred stock subject to mandatory
redemption 19,500 0 0
Long-term debt 386,849 475,000 38,300
-------------- -------------- --------------
Total capitalization 654,557 694,702 56,361
-------------- -------------- --------------
Minority Interest in Consolidated Subsidiary 0 0 0
-------------- -------------- --------------
Obligations Under Capital Leases 217 0 0
-------------- -------------- --------------
Current Liabilities:
Notes payable to banks 15,000 0 0
Notes payable to affiliated company 14,350 9,950 0
Long-term debt and preferred stock--current
portion 11,300 20,000 0
Obligations under capital leases--current
portion 32,670 0 0
Accounts payable 30,571 7,912 2,944
Accounts payable to affiliated companies 21,209 6,040 974
Accrued taxes 522 0 578
Accrued interest 3,318 3,025 141
Accrued pension benefits 0 0 1,225
Nuclear compliance 13,800 0 0
Other 2,446 1,055 345
-------------- -------------- --------------
145,186 47,982 6,207
-------------- -------------- --------------
Deferred Credits:
Accumulated deferred income taxes 241,036 216,701 11,205
Accumulated deferred investment tax credits 23,364 0 2,611
Deferred contractual obligations 93,628 0 0
Deferred obligation to affiliated company 0 32,472 0
Deferred credit--SFAS 109 0 0 0
Other 21,140 22,782 4,904
-------------- -------------- --------------
379,168 271,955 18,720
-------------- -------------- --------------
Total Capitalization and Liabilities 1,179,128 1,014,639 81,288
============== ============== ==============
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, 1997
(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 0 864 2
--------- --------- --------------
Total common shareholders' equity 1 16,229 12
Preferred stock not subject to mandatory
redemption 0 0 0
Preferred stock subject to mandatory
redemption 0 0 0
Long-term debt 0 12,022 0
--------- --------- --------------
Total capitalization 1 28,251 12
--------- --------- --------------
Minority Interest in Consolidated Subsidiary 0 0 0
--------- --------- --------------
Obligations Under Capital Leases 0 8,797 0
--------- --------- --------------
Current Liabilities:
Notes payable to banks 0 0 0
Notes payable to affiliated company 141,950 0 0
Long-term debt and preferred stock--current
portion 0 6,011 0
Obligations under capital leases--current
portion 18 3,226 0
Accounts payable 82,544 116,130 10,352
Accounts payable to affiliated companies 33,894 22,716 3,807
Accrued taxes 14,487 13,742 71
Accrued interest 13 0 0
Accrued pension benefits 24,746 35,855 20,157
Nuclear compliance 0 0 0
Other 17,388 52,163 7,755
--------- --------- --------------
315,040 249,843 42,142
--------- --------- --------------
Deferred Credits:
Accumulated deferred income taxes 0 0 109
Accumulated deferred investment tax credits 0 1,176 0
Deferred contractual obligations 0 0 0
Deferred obligation to affiliated company 0 0 0
Deferred credit--SFAS 109 4,224 9,452 0
Other 61,994 7,783 4,081
--------- --------- --------------
66,218 18,411 4,190
--------- --------- --------------
Total Capitalization and Liabilities 381,259 305,302 46,344
========= ========= ==============
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, 1997
(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 0 102,344
Deferred benefit plan-employee stock
ownership plan 0 0 0
Retained earnings (2,490) 674 (58,129)
---------- ------------ --------------
Total common shareholders' equity (1,985) 684 44,215
Preferred stock not subject to mandatory
redemption 0 0 0
Preferred stock subject to mandatory
redemption 0 0 0
Long-term debt 0 16,438 0
---------- ------------ --------------
Total capitalization (1,985) 17,122 44,215
---------- ------------ --------------
Minority Interest in Consolidated Subsidiary 0 0 0
---------- ------------ --------------
Obligations Under Capital Leases 0 0 0
---------- ------------ --------------
Current Liabilities:
Notes payable to banks 0 0 0
Notes payable to affiliated company 5,350 15,700 0
Long-term debt and preferred stock--current
portion 0 1,738 0
Obligations under capital leases--current
portion 0 0 0
Accounts payable 0 243 205
Accounts payable to affiliated companies 3 78 400
Accrued taxes 175 336 25
Accrued interest 0 99 0
Accrued pension benefits 0 0 0
Nuclear compliance 0 0 0
Other 0 1,310 3
---------- ------------ --------------
5,528 19,504 633
---------- ------------ --------------
Deferred Credits:
Accumulated deferred income taxes 30 1,272 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 62 24,582 217
---------- ------------ --------------
92 25,854 217
---------- ------------ --------------
Total Capitalization and Liabilities 3,635 62,480 45,065
========== ============ ==============
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, 1997
(Thousands of Dollars)
<TABLE>
<CAPTION>
Select Mode 1 HEC Inc.
Energy, Communications, (consolidated)
Inc. Inc. (b)
---------- --------------- --------------
<S> <C> <C> <C>
Capitalization:
Common shareholders' equity:
Common shares 0 0 0
Capital surplus, paid in 4,051 8,016 3,999
Deferred benefit plan-employee stock
ownership plan 0 0 0
Retained earnings (2,885) (1,434) 113
---------- --------------- --------------
Total common shareholders' equity 1,166 6,582 4,112
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 1,166 6,582 4,362
---------- --------------- --------------
Minority Interest in Consolidated Subsidiary 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 0 600
Long-term debt and preferred stock--current
portion 0 0 0
Obligations under capital leases--current
portion 0 0 0
Accounts payable 2,058 399 1,996
Accounts payable to affiliated companies 0 79 27
Accrued taxes 0 0 382
Accrued interest 0 0 0
Accrued pension benefits 0 0 0
Nuclear compliance 0 0 0
Other 199 0 548
---------- --------------- --------------
2,257 478 3,553
---------- --------------- --------------
Deferred Credits:
Accumulated deferred income taxes 0 0 308
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 0 308
---------- --------------- --------------
Total Capitalization and Liabilities 3,423 7,060 8,223
========== =============== ==============
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, 1997
(Thousands of Dollars)
<TABLE>
<CAPTION>
Eliminations Consolidated
------------ ------------
<S> <C> <C>
Capitalization:
Common shareholders' equity:
Common shares 151,819 684,211
Capital surplus, paid in 1,517,143 932,493
Deferred benefit plan-employee stock
ownership plan 0 (154,141)
Retained earnings 611,312 664,678
------------ ------------
Total common shareholders' equity 2,280,274 2,127,241
Preferred stock not subject to mandatory
redemption 0 136,200
Preferred stock subject to mandatory
redemption 0 245,750
Long-term debt 0 3,645,659
------------ ------------
Total capitalization 2,280,274 6,154,850
------------ ------------
Minority Interest in Consolidated Subsidiary 0 100,000
------------ ------------
Obligations Under Capital Leases 796,078 30,427
------------ ------------
Current Liabilities:
Notes payable to banks 0 50,000
Notes payable to affiliated company 249,200 0
Long-term debt and preferred stock--current
portion 0 274,810
Obligations under capital leases--current
portion 121,048 177,304
Accounts payable 0 402,870
Accounts payable to affiliated companies 215,256 0
Accrued taxes 94,969 46,016
Accrued interest 0 30,786
Accrued pension benefits 50,857 77,186
Nuclear compliance 0 73,000
Other 27,819 88,396
------------ ------------
759,149 1,220,368
------------ ------------
Deferred Credits:
Accumulated deferred income taxes 44,819 1,954,357
Accumulated deferred investment tax credits 0 158,837
Deferred contractual obligations 0 525,076
Deferred obligation to affiliated company 32,472 0
Deferred credit--SFAS 109 13,675 0
Other 50,152 270,497
------------ ------------
141,118 2,908,767
------------ ------------
Total Capitalization and Liabilities 3,976,619 10,414,412
============ ============
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, 1997
(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 2,465,587 1,108,459
--------- -------------- --------------
Operating Expenses:
Operation--
Fuel, purchased and net interchange power 0 977,543 326,745
Other 8,598 734,620 366,668
Maintenance 2 355,772 38,320
Depreciation 0 238,667 44,377
Amortization of regulatory assets, net 0 61,648 56,557
Federal and state income taxes (10,697) (62,856) 87,272
Taxes other than income taxes 57 172,592 43,711
--------- -------------- --------------
Total operating expenses (2,040) 2,477,986 963,650
--------- -------------- --------------
Operating Income (Loss) 2,040 (12,399) 144,809
--------- -------------- --------------
Other Income:
Equity in earnings of subsidiaries (123,941) 0 0
Deferred nuclear plants return--other funds 0 85 0
Equity in earnings of regional nuclear
generating companies and transmission
companies 2,968 5,672 1,143
Other, net 2,184 (1,941) 393
Minority interest in income of subsidiary 0 (9,300) 0
Loss on sale of investments 0 0 0
Reserve for loss on sale of COE Ave Fenix
Investment in Ave Fenix Energia, S.A. 0 0 0
Income taxes--credit 0 7,573 (2,391)
--------- -------------- --------------
Other (loss) income, net (118,789) 2,089 (855)
--------- -------------- --------------
(Loss) income before interest charges (116,749) (10,310) 143,954
--------- -------------- --------------
Interest Charges:
Interest on long-term debt 17,602 132,127 51,259
Other interest 1,357 2,136 273
Deferred nuclear plants return--borrowed funds 0 (196) 0
--------- -------------- --------------
Interest charges, net 18,959 134,067 51,532
--------- -------------- --------------
Net (Loss) Income (135,708) (144,377) 92,422
========= ============== ==============
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-8
NORTHEAST UTILITIES AND SUBSIDIARIES
Consolidating Statement of Income (a)
Year Ended December 31, 1997
(Thousands of Dollars)
<TABLE>
<CAPTION>
Western
Massachusetts Holyoke
Electric Water Power
Company North Atlantic Company
(consolidated) Energy (consolidated)
(b) Corporation (b)
------------- -------------- --------------
<S> <C> <C> <C>
Operating Revenues 426,447 192,381 40,056
------------- -------------- --------------
Operating Expenses:
Operation--
Fuel, purchased and net interchange power 140,976 13,405 24,124
Other 155,399 39,091 10,263
Maintenance 81,466 24,146 3,811
Depreciation 39,753 25,170 2,039
Amortization of regulatory assets, net 6,428 6,270 (3)
Federal and state income taxes (15,926) 14,845 (992)
Taxes other than income taxes 19,316 12,393 1,469
------------- -------------- --------------
Total operating expenses 427,412 135,320 40,711
------------- -------------- --------------
Operating Income (Loss) (965) 57,061 (655)
------------- -------------- --------------
Other Income:
Equity in earnings of subsidiaries 0 0 0
Deferred nuclear plants return--other funds (2) 7,205 0
Equity in earnings of regional nuclear
generating companies and transmission
companies 1,524 0 0
Other, net (1,104) (747) 253
Minority interest in income of subsidiary 0 0 0
Loss on sale of investments 0 0 0
Reserve for loss on sale of COE Ave Fenix
Investment in Ave Fenix Energia, S.A. 0 0 0
Income taxes--credit 1,026 4,394 100
------------- -------------- --------------
Other income (loss), net 1,444 10,852 353
------------- -------------- --------------
Income (loss) before interest charges 479 67,913 (302)
------------- -------------- --------------
Interest Charges:
Interest on long-term debt 26,046 50,722 1,541
Other interest 3,176 649 (12)
Deferred nuclear plants return--borrowed funds (67) (13,411) 0
------------- -------------- --------------
Interest charges, net 29,155 37,960 1,529
------------- -------------- --------------
Net (Loss) Income (28,676) 29,953 (1,831)
============= ============== ==============
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, 1997
(Thousands of Dollars)
<TABLE>
<CAPTION>
Northeast Northeast
Utilities Nuclear North Atlantic
Service Energy Energy Service
Company Company Corporation
--------- --------- --------------
<S> <C> <C> <C>
Operating Revenues 366,230 734,575 177,639
--------- --------- --------------
Operating Expenses:
Operation--
Fuel, purchased and net interchange power 0 0 7,504
Other 346,637 334,954 98,193
Maintenance 17,069 380,028 67,102
Depreciation 12,194 1,624 0
Amortization of regulatory assets, net 0 0 0
Federal and state income taxes (411) 2,757 8
Taxes other than income taxes 12,472 11,239 4,550
--------- --------- --------------
Total operating expenses 387,961 730,602 177,357
--------- --------- --------------
Operating Income (Loss) (21,731) 3,973 282
--------- --------- --------------
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 21,931 836 (168)
Minority interest in income of subsidiary 0 0 0
Loss on sale of investments 0 0 0
Reserve for loss on sale of COE Ave Fenix
Investment in Ave Fenix Energia, S.A. 0 0 0
Income taxes--credit 0 0 0
--------- --------- --------------
Other income (loss), net 21,931 836 (168)
--------- --------- --------------
Income (loss) before interest charges 200 4,809 114
--------- --------- --------------
Interest Charges:
Interest on long-term debt 0 2,007 0
Other interest 200 804 113
Deferred nuclear plants return--borrowed funds 0 0 0
--------- --------- --------------
Interest charges, net 200 2,811 113
--------- --------- --------------
Net Income (Loss) 0 1,998 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, 1997
(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 209 9,310 0
---------- ------------ --------------
Operating Expenses:
Operation--
Fuel, purchased and net interchange power 0 0 0
Other 63 725 8,197
Maintenance 0 0 2
Depreciation 59 2,551 896
Amortization of regulatory assets, net 0 0 0
Federal and state income taxes (171) 3 (3,678)
Taxes other than income taxes 295 1,630 247
---------- ------------ --------------
Total operating expenses 246 4,909 5,664
---------- ------------ --------------
Operating Income (Loss) (37) 4,401 (5,664)
---------- ------------ --------------
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 (8) (272) (5,970)
Minority interest in income of subsidiary 0 0 0
Loss on sale of investments 0 0 (3,344)
Reserve for loss on sale of COE Ave Fenix
Investment in Ave Fenix Energia, S.A. 0 0 (25,000)
Income taxes--credit 0 0 0
---------- ------------ --------------
Other income (loss), net (8) (272) (34,314)
---------- ------------ --------------
Income (loss) before interest charges (45) 4,129 (39,978)
---------- ------------ --------------
Interest Charges:
Interest on long-term debt 0 2,796 0
Other interest 286 1,333 25
Deferred nuclear plants return--borrowed funds 0 0 0
---------- ------------ --------------
Interest charges, net 286 4,129 25
---------- ------------ --------------
Net Income (Loss) (331) 0 (40,003)
========== ============ ==============
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, 1997
(Thousands of Dollars)
<TABLE>
<CAPTION>
Select Mode 1 HEC Inc.
Energy, Communications, (consolidated)
Inc. Inc. (b)
----------- --------------- --------------
<S> <C> <C> <C>
Operating Revenues 1,407 0 37,792
----------- --------------- --------------
Operating Expenses:
Operation--
Fuel, purchased and net interchange power 1,010 0 0
Other 3,970 1,088 36,590
Maintenance 13 1 40
Depreciation 0 0 440
Amortization of regulatory assets, net 0 0 0
Federal and state income taxes (1,586) (738) 200
Taxes other than income taxes 459 24 327
----------- --------------- --------------
Total operating expenses 3,866 375 37,597
----------- --------------- --------------
Operating Income (Loss) (2,459) (375) 195
----------- --------------- --------------
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 (13) (631) 149
Minority interest in income of subsidiary 0 0 0
Loss on sale of investments 0 0 0
Reserve for loss on sale of COE Ave Fenix
Investment in Ave Fenix Energia, S.A. 0 0 0
Income taxes--credit 0 0 0
----------- --------------- --------------
Other income (loss), net (13) (631) 149
----------- --------------- --------------
Income (loss) before interest charges (2,472) (1,006) 344
----------- --------------- --------------
Interest Charges:
Interest on long-term debt 0 0 0
Other interest 0 0 35
Deferred nuclear plants return--borrowed funds 0 0 0
----------- --------------- --------------
Interest charges, net 0 0 35
----------- --------------- --------------
Net Income (Loss) (2,472) (1,006) 309
=========== =============== ==============
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, 1997
(Thousands of Dollars)
<TABLE>
<CAPTION>
Eliminations Consolidated
------------ ------------
<S> <C> <C>
Operating Revenues 1,725,285 3,834,806
------------ ------------
Operating Expenses:
Operation--
Fuel, purchased and net interchange power 197,790 1,293,518
Other 1,037,959 1,107,097
Maintenance 466,077 501,693
Depreciation 13,442 354,329
Amortization of regulatory assets, net 0 130,900
Federal and state income taxes (565) 8,596
Taxes other than income taxes 27,144 253,637
------------ ------------
Total operating expenses 1,741,847 3,649,770
------------ ------------
Operating Income (Loss) (16,562) 185,036
------------ ------------
Other Income:
Equity in earnings of subsidiaries (123,941) 0
Deferred nuclear plants return--other funds 0 7,288
Equity in earnings of regional nuclear
generating companies and transmission
companies 0 11,306
Other, net 53,364 (38,473)
Minority interest in income of subsidiary 0 (9,300)
Loss on sale of investments (3,344) 0
Reserve for loss on sale of COE Ave Fenix
Investment in Ave Fenix Energia, S.A. (25,000) 0
Income taxes--credit 0 10,702
------------ ------------
Other income (loss), net (98,921) (18,477)
------------ ------------
Income (loss) before interest charges (115,483) 166,559
------------ ------------
Interest Charges:
Interest on long-term debt 2,007 282,095
Other interest 6,812 3,561
Deferred nuclear plants return--borrowed funds 0 (13,675)
------------ ------------
Interest charges, net 8,819 271,981
------------ ------------
Net Income (Loss) (124,302) (105,422)
============ ============
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-8E
(This page intentionally left blank)
<PAGE>F-9
NORTHEAST UTILITIES AND SUBSIDIARIES
Consolidating Statement of
Retained Earnings (a)
Year Ended December 31, 1997
(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 832,520 551,410 174,691
Addition: Net income (loss) (135,708) (144,377) 92,422
---------- -------------- --------------
696,812 407,033 267,113
---------- -------------- --------------
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 11,925
Common shares:
$0.25 per share 32,134
$0.49 per share 5,989
$13.99 per share
$1,334.00 per share
$25,000.00 per share
$85,000.00 per share 85,000
---------- -------------- --------------
32,134 21,210 96,925
---------- -------------- --------------
Balance at end of period 664,678 385,823 170,188
========== ============== ==============
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>
NORTHEAST UTILITIES AND SUBSIDIARIES
Consolidating Statement of
Capital Surplus, Paid In (a)
Year Ended December 31, 1997
(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 940,446 639,657 423,058
Capital contribution from Northeast Utilities 0 0 0
Dividends declared on common shares:
$177,500.00 per share 0 0 0
Issuance of 790,232 common shares 2,551 0 0
Allocation of benefits--ESOP (12,238) 0 0
Currency translation adjustment (858) 0 0
Capital stock expenses, net 2,592 1,676 655
---------- -------------- --------------
Balance at end of period 932,493 641,333 423,713
========== ============== ==============
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-10
NORTHEAST UTILITIES AND SUBSIDIARIES
Consolidating Statement of
Retained Earnings (a)
Year Ended December 31, 1997
(Thousands of Dollars)
<TABLE>
<CAPTION>
Western
Massachusetts Holyoke
Electric Water Power
Company North Atlantic Company
(consolidated) Energy (consolidated)
(b) Corporation (b)
-------------- -------------- --------------
<S> <C> <C> <C>
Balance at beginning of period 97,045 53,749 11,492
Addition: Net income (loss) (28,676) 29,953 (1,831)
-------------- -------------- --------------
68,369 83,702 9,661
-------------- -------------- --------------
Deductions:
Dividends declared:
Preferred stock (at required annual rates):
The Connecticut Light and Power Company
Western Massachusetts Electric Company 3,140
Public Service Company of New Hampshire
Common shares:
$0.25 per share
$0.49 per share
$13.99 per share 15,004
$1,334.00 per share
$25,000.00 per share 25,000
$85,000.00 per share
-------------- -------------- --------------
18,144 25,000 0
-------------- -------------- --------------
Balance at end of period 50,225 58,702 9,661
============== ============== ==============
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>
NORTHEAST UTILITIES AND SUBSIDIARIES
Consolidating Statement of
Capital Surplus, Paid In (a)
Year Ended December 31, 1997
(Thousands of Dollars)
<TABLE>
<CAPTION>
Western
Massachusetts Holyoke
Electric Water Power
Company North Atlantic Company
(consolidated) Energy (consolidated)
(b) Corporation (b)
-------------- -------------- --------------
<S> <C> <C> <C>
Balance at beginning of period 150,911 160,999 6,000
Capital contribution from Northeast Utilities 0 0 0
Dividends declared on common shares:
$177,500.00 per share 0 0 0
Issuance of 790,232 common shares 0 0 0
Allocation of benefits--ESOP 0 0 0
Currency translation adjustment 0 0 0
Capital stock expenses, net 260 0 0
-------------- -------------- --------------
Balance at end of period 151,171 160,999 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, 1997
(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 867 1 (2,159)
Addition: Net income (loss) 1,998 1 (331)
--------- -------------- --------------
2,865 2 (2,490)
--------- -------------- --------------
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:
$0.25 per share
$0.49 per share
$13.99 per share
$1,334.00 per share 2,001
$25,000.00 per share
$85,000.00 per share
--------- -------------- --------------
2,001 0 0
--------- -------------- --------------
Balance at end of period 864 2 (2,490)
========= ============== ==============
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>
NORTHEAST UTILITIES AND SUBSIDIARIES
Consolidating Statement of
Capital Surplus, Paid In (a)
Year Ended December 31, 1997
(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
Dividends declared on common shares:
$177,500.00 per share 0 0 0
Issuance of 790,232 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, 1997
(Thousands of Dollars)
<TABLE>
<CAPTION>
Charter Oak
The Rocky Energy, Inc. Select
River Realty (consolidated) Energy,
Company (b) Inc.
-------------- -------------- -----------
<S> <C> <C> <C>
Balance at beginning of period 674 (18,126) (413)
Addition: Net income (loss) 0 (40,003) (2,472)
-------------- -------------- -----------
674 (58,129) (2,885)
-------------- -------------- -----------
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:
$0.25 per share
$0.49 per share
$13.99 per share
$1,334.00 per share
$25,000.00 per share
$85,000.00 per share
-------------- -------------- -----------
0 0 0
-------------- -------------- -----------
Balance at end of period 674 (58,129) (2,885)
============== ============== ===========
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>
NORTHEAST UTILITIES AND SUBSIDIARIES
Consolidating Statement of
Capital Surplus, Paid In (a)
Year Ended December 31, 1997
(Thousands of Dollars)
<TABLE>
<CAPTION>
Charter Oak
The Energy, Inc. Select
Quinnehtuk (consolidated) Energy,
Company (b) Inc.
-------------- -------------- -----------
<S> <C> <C> <C>
Balance at beginning of period 155 87,651 1
Capital contribution from Northeast Utilities 0 33,300 4,050
Dividends declared on common shares:
$177,500.00 per share 0 (17,750) 0
Issuance of 790,232 common shares 0 0 0
Allocation of benefits--ESOP 0 0 0
Currency translation adjustment 0 (857) 0
Capital stock expenses, net 0 0 0
-------------- -------------- -----------
Balance at end of period 155 102,344 4,051
============== ============== ===========
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, 1997
(Thousands of Dollars)
<TABLE>
<CAPTION>
Mode 1 HEC Inc.
Communications, (consolidated)
Inc. (b)
--------------- --------------
<S> <C> <C>
Balance at beginning of period (428) (196)
Addition: Net income (loss) (1,006) 309
--------------- --------------
(1,434) 113
--------------- --------------
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:
$0.25 per share
$0.49 per share
$13.99 per share
$1,334.00 per share
$25,000.00 per share
$85,000.00 per share
--------------- --------------
0 0
--------------- --------------
Balance at end of period (1,434) 113
=============== ==============
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>
NORTHEAST UTILITIES AND SUBSIDIARIES
Consolidating Statement of
Capital Surplus, Paid In (a)
Year Ended December 31, 1997
(Thousands of Dollars)
<TABLE>
<CAPTION>
Mode 1 HEC Inc.
Communications, (consolidated)
Inc. (b)
--------------- --------------
<S> <C> <C>
Balance at beginning of period 6,766 4,000
Capital contribution from Northeast Utilities 1,250 0
Dividends declared on common shares:
$177,500.00 per share 0 0
Issuance of 790,232 common shares 0 0
Allocation of benefits--ESOP 0 0
Currency translation adjustment 0 (1)
Capital stock expenses, net 0 0
--------------- --------------
Balance at end of period 8,016 3,999
=============== ==============
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, 1997
(Thousands of Dollars)
<TABLE>
<CAPTION>
Eliminations Consolidated
------------ ------------
<S> <C> <C>
Balance at beginning of period 868,608 832,520
Addition: Net income (loss) (124,302) (105,422)
------------ ------------
744,306 727,098
------------ ------------
Deductions:
Dividends declared:
Preferred stock (at required annual rates):
The Connecticut Light and Power Company 15,221
Western Massachusetts Electric Company 3,140
Public Service Company of New Hampshire 11,925
Common shares:
$0.25 per share 32,134
$0.49 per share 5,989 0
$13.99 per share 15,004 0
$1,334.00 per share 2,001 0
$25,000.00 per share 25,000 0
$85,000.00 per share 85,000 0
------------ ------------
132,994 62,420
------------ ------------
Balance at end of period 611,312 664,678
============ ============
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>
NORTHEAST UTILITIES AND SUBSIDIARIES
Consolidating Statement of
Capital Surplus, Paid In (a)
Year Ended December 31, 1997
(Thousands of Dollars)
<TABLE>
<CAPTION>
Eliminations Consolidated
------------ ------------
<S> <C> <C>
Balance at beginning of period 1,494,559 940,446
Capital contribution from Northeast Utilities 38,600 0
Dividends declared on common shares:
$177,500.00 per share (17,750) 0
Issuance of 790,232 common shares 0 2,551
Allocation of benefits--ESOP 0 (12,238)
Currency translation adjustment (858) (858)
Capital stock expenses, net 2,592 2,592
------------ ------------
Balance at end of period 1,517,143 932,493
============ ============
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, 1997
(Thousands of Dollars) The
<TABLE> Connecticut Public Service
<CAPTION> Light and Company of
Northeast Power Company New Hampshire
Utilities (consolidated) (consolidated)
(parent) (b) (b)
------------ -------------- --------------
<S> <C> <C> <C>
Operating Activities:
Net (loss)/income $ (135,708) $ (144,377) $ 92,422
Adjustments to reconcile to net cash
from operating activities:
Depreciation 0 238,667 44,377
Deferred income taxes and investment tax credits, net 1,558 (13,821) 21,826
Deferred nuclear plants return, net of amortization 0 (281) 0
Amortization of demand-side-management costs, net 0 38,029 0
Recoverable energy costs, net of amortization 0 (9,533) (12,336)
Amortization of PSNH acquisition costs 0 0 56,557
Amortization deferred cogeneration costs, net 0 32,700 0
Deferred nuclear refueling outage, net of amortization 0 (45,333) 0
Equity in earnings of subsidiary companies 123,941 0 0
Cash dividends received from subsidiary companies 132,994 0 0
Other sources of cash 11,738 64,013 51,143
Other uses of cash (2,101) (50,136) (75,566)
Changes in working capital:
Receivables and accrued utility revenues 6,247 184,223 9,403
Fuel, materials and supplies 0 (1,941) 4,691
Accounts payable (14,031) (22,036) (14,578)
Accrued taxes 0 4,310 69,658
Sale of Receivables and accrued utility revenues 0 70,000 0
Investments in securitizable assets 0 (205,625) 0
Nuclear compliance, net 0 8,200 (400)
Other working capital (excludes cash) 5,490 (74,266) (13,834)
------------ -------------- --------------
Net cash flows from/(used for) operating activities 130,128 72,793 233,363
------------ -------------- --------------
Financing Activities:
Issuance of common shares 6,502 0 0
Issuance of long-term debt 0 200,000 0
Net (decrease)/increase in short-term debt (38,750) 96,300 0
Reacquisitions and retirements of long-term debt (16,000) (204,116) 0
Reacquisitions and retirements of preferred stock 0 0 (25,000)
Cash dividends on preferred stock 0 (15,221) (11,925)
Cash dividends on common shares (32,134) (5,989) (85,000)
Other paid in capital 0 0 0
------------ -------------- --------------
Net cash flows (used for)/from financing activities (80,382) 70,974 (121,925)
------------ -------------- --------------
Investment Activities:
Investment in plant:
Electric and other utility plant 0 (155,550) (33,570)
Nuclear fuel 0 (702) 5
------------ -------------- --------------
Net cash flows used for investments in plant 0 (156,252) (33,565)
NU System Money Pool (28,725) 109,050 18,250
Investment in subsidiaries (22,583) 0 0
Investment in nuclear decommissioning trusts 0 (45,314) (490)
Other investment activities, net 1,562 (51,196) (2,124)
------------ -------------- --------------
Net cash flows (used for)/from investments (49,746) (143,712) (17,929)
------------ -------------- --------------
Net increase/(decrease) in cash for the period 0 55 93,509
Cash and cash equivalents - beginning of period 10 404 1,138
------------ -------------- --------------
Cash and cash equivalents - end of period $ 10 $ 459 $ 94,647
============ ============== ==============
Supplemental Cash Flow Information:
Cash paid/(refunded) during the year for:
Interest, net of amounts capitalized $ 18,960 $ 145,962 $ 51,775
Income taxes $ (16,000) $ (22,338) $ 10,612
Increase in obligations:
Niantic Bay Fuel Trust and other capital leases $ - $ 2,815 $ -
Seabrook Power Contracts $ - $ - $ 6,197
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>
NORTHEAST UTILITIES AND SUBSIDIARIES
Consolidating Statement of Cash Flows (a)
Year Ended December 31, 1997
(Thousands of Dollars) Western
<TABLE> Massachusetts Holyoke
<CAPTION> Electric North Water Power
Company Atlantic Company
(consolidated) Energy (consolidated)
(b) Corporation (b)
-------------- ------------ --------------
<S> <C> <C> <C>
Operating Activities:
Net (loss)/income $ (28,676) $ 29,953 $ (1,831)
Adjustments to reconcile to net cash
from operating activities:
Depreciation 39,753 25,170 2,039
Deferred income taxes and investment tax credits, net (2,040) 22,649 (530)
Deferred nuclear plants return, net of amortization 0 (20,616) 0
Amortization of demand-side-management costs, net 0 0 0
Recoverable energy costs, net of amortization (8,184) 0 0
Amortization of PSNH acquisition costs 0 0 0
Amortization deferred cogeneration costs, net 0 0 0
Deferred nuclear refueling outage, net of amortization 8,819 0 0
Equity in earnings of subsidiary companies 0 0 0
Cash dividends received from subsidiary companies 0 0 0
Other sources of cash 27,804 21,757 3,177
Other uses of cash (21,215) (2,224) (1,234)
Changes in working capital:
Receivables and accrued utility revenues 29,415 (9,273) 491
Fuel, materials and supplies (543) 90 554
Accounts payable 4,826 (11,835) (282)
Accrued taxes (2,137) (3,486) 230
Sale of Receivables and accrued utility revenues 20,000 0 0
Investments in securitizable assets (25,280) 0 0
Nuclear compliance, net 2,000 0 0
Other working capital (excludes cash) (16,882) 3,429 (583)
-------------- ------------ --------------
Net cash flows from/(used for) operating activities 27,660 55,614 2,031
-------------- ------------ --------------
Financing Activities:
Issuance of common shares 0 0 0
Issuance of long-term debt 60,000 0 0
Net (decrease)/increase in short-term debt (18,050) 7,450 0
Reacquisitions and retirements of long-term debt (14,700) (20,000) 0
Reacquisitions and retirements of preferred stock 0 0 0
Cash dividends on preferred stock (3,140) 0 0
Cash dividends on common shares (15,004) (25,000) 0
Other paid in capital 0 0 0
-------------- ------------ --------------
Net cash flows (used for)/from financing activities 9,106 (37,550) 0
-------------- ------------ --------------
Investment Activities:
Investment in plant:
Electric and other utility plant (26,249) (6,606) (1,394)
Nuclear fuel (8) (6,147) 0
-------------- ------------ --------------
Net cash flows used for investments in plant (26,257) (12,753) (1,394)
NU System Money Pool 0 0 (650)
Investment in subsidiaries 0 0 0
Investment in nuclear decommissioning trusts (9,645) (5,597) 0
Other investment activities, net (826) 0 2
-------------- ------------ --------------
Net cash flows (used for)/from investments (36,728) (18,350) (2,042)
-------------- ------------ --------------
Net increase/(decrease) in cash for the period 38 (286) (11)
Cash and cash equivalents - beginning of period 67 299 21
-------------- ------------ --------------
Cash and cash equivalents - end of period $ 105 $ 13 $ 10
============== ============ ==============
Supplemental Cash Flow Information:
Cash paid/(refunded) during the year for:
Interest, net of amounts capitalized $ 28,711 $ 45,297 $ 1,562
Income taxes $ (1,121) $ - $ (2)
Increase in obligations:
Niantic Bay Fuel Trust and other capital leases $ 660 $ - $ -
Seabrook Power Contracts $ - $ - $ -
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>
NORTHEAST UTILITIES AND SUBSIDIARIES
Consolidating Statement of Cash Flows (a)
Year Ended December 31, 1997
(Thousands of Dollars)
<TABLE> North
<CAPTION> Northeast Northeast Atlantic
Utilities Nuclear Energy
Service Energy Service
Company Company Corporation
------------ ------------- ------------
<S> <C> <C> <C>
Operating Activities:
Net (loss)/income $ 0 $ 1,998 $ 1
Adjustments to reconcile to net cash
from operating activities:
Depreciation 12,194 1,624 0
Deferred income taxes and investment tax credits, net (1,267) (5,218) 506
Deferred nuclear plants return, net of amortization 0 0 0
Amortization of demand-side-management costs, net 0 0 0
Recoverable energy costs, net of amortization 0 0 0
Amortization of PSNH acquisition costs 0 0 0
Amortization deferred cogeneration costs, net 0 0 0
Deferred nuclear 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 28,016 1,707 960
Other uses of cash (21,548) (9,535) (4,066)
Changes in working capital:
Receivables and accrued utility revenues 2,924 (13,351) 34,105
Fuel, materials and supplies 37 (5,003) 774
Accounts payable (40,698) 48,109 (29,260)
Accrued taxes (1,096) 6,485 (305)
Sale of Receivables and accrued utility revenues 0 0 0
Investments in securitizable assets 0 0 0
Nuclear compliance, net 0 0 0
Other working capital (excludes cash) (5,745) 7,046 (1,084)
------------ ------------- ------------
Net cash flows from/(used for) operating activities (27,183) 33,862 1,631
------------ ------------- ------------
Financing Activities:
Issuance of common shares 0 0 0
Issuance of long-term debt 0 0 0
Net (decrease)/increase in short-term debt (74,325) 0 0
Reacquisitions and retirements of long-term debt 0 (6,147) 0
Reacquisitions and retirements of preferred stock 0 0 0
Cash dividends on preferred stock 0 0 0
Cash dividends on common shares 0 (2,001) 0
Other paid in capital 0 0 0
------------ ------------- ------------
Net cash flows (used for)/from financing activities (74,325) (8,148) 0
------------ ------------- ------------
Investment Activities:
Investment in plant:
Electric and other utility plant (7,372) (2,114) 0
Nuclear fuel 0 0 0
------------ ------------- ------------
Net cash flows used for investments in plant (7,372) (2,114) 0
NU System Money Pool (34,975) (23,600) 0
Investment in subsidiaries 0 0 0
Investment in nuclear decommissioning trusts 0 0 0
Other investment activities, net 660 0 (680)
------------ ------------- ------------
Net cash flows (used for)/from investments (41,687) (25,714) (680)
------------ ------------- ------------
Net increase/(decrease) in cash for the period (143,195) 0 951
Cash and cash equivalents - beginning of period 187,395 2 739
------------ ------------- ------------
Cash and cash equivalents - end of period $ 44,200 $ 2 $ 1,690
============ ============= ============
Supplemental Cash Flow Information:
Cash paid/(refunded) during the year for:
Interest, net of amounts capitalized $ (11) $ 1,513 $ -
Income taxes $ 779 $ 1,198 $ -
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 accompanying 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, 1997
(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 (loss)/income $ (331) $ 0 $ (40,003)
Adjustments to reconcile to net cash
from operating activities:
Depreciation 59 2,551 896
Deferred income taxes and investment tax credits, net (36) (133) (637)
Deferred nuclear plants return, net of amortization 0 0 0
Amortization of demand-side-management costs, net 0 0 0
Recoverable energy costs, net of amortization 0 0 0
Amortization of PSNH acquisition costs 0 0 0
Amortization deferred cogeneration costs, net 0 0 0
Deferred nuclear 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 50 24,630 5,622
Other uses of cash (43) (41) (1,158)
Changes in working capital:
Receivables and accrued utility revenues 0 1,038 (2,772)
Fuel, materials and supplies 0 0 0
Accounts payable (1) 316 (88)
Accrued taxes (101) 185 (1,203)
Sale of Receivables and accrued utility revenues 0 0 0
Investments in securitizable assets 0 0 0
Nuclear compliance, net 0 0 0
Other working capital (excludes cash) 0 1,054 (290)
----------- ------------ --------------
Net cash flows from/(used for) operating activities (403) 29,600 (39,633)
----------- ------------ --------------
Financing Activities:
Issuance of common shares 0 0 0
Issuance of long-term debt 0 0 0
Net (decrease)/increase in short-term debt 350 (1,200) 0
Reacquisitions and retirements of long-term debt 0 (27,828) 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 14,693
----------- ------------ --------------
Net cash flows (used for)/from financing activities 350 (29,028) 14,693
----------- ------------ --------------
Investment Activities:
Investment in plant:
Electric and other utility plant 0 (548) (63)
Nuclear fuel 0 0 0
----------- ------------ --------------
Net cash flows used for investments in plant 0 (548) (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 0 5 23,797
----------- ------------ --------------
Net cash flows (used for)/from investments 0 (543) 23,734
----------- ------------ --------------
Net increase/(decrease) in cash for the period (53) 29 (1,206)
Cash and cash equivalents - beginning of period 71 71 2,843
----------- ------------ --------------
Cash and cash equivalents - end of period $ 18 $ 100 $ 1,637
=========== ============ ==============
Supplemental Cash Flow Information:
Cash paid/(refunded) during the year for:
Interest, net of amounts capitalized $ 285 $ 4,472 $ -
Income taxes $ 0 $ (10) $ 657
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 accompanying 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, 1997
(Thousands of Dollars)
<TABLE>
<CAPTION>
Select Mode 1 HEC, Inc.
Energy, Communications, (consolidated)
Inc. Inc. (b)
------------ --------------- --------------
<S> <C> <C> <C>
Operating Activities:
Net (loss)/income $ (2,472) $ (1,006) $ 309
Adjustments to reconcile to net cash
from operating activities:
Depreciation 0 0 440
Deferred income taxes and investment tax credits, net 0 17 11
Deferred nuclear plants return, net of amortization 0 0 0
Amortization of demand-side-management costs, net 0 0 0
Recoverable energy costs, net of amortization 0 0 0
Amortization of PSNH acquisition costs 0 0 0
Amortization deferred cogeneration costs, net 0 0 0
Deferred nuclear 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 4,050 1,252 634
Other uses of cash (554) (157) (164)
Changes in working capital:
Receivables and accrued utility revenues (2,511) (617) 1,518
Fuel, materials and supplies (3) 0 37
Accounts payable 1,289 (107) (2,798)
Accrued taxes 0 0 309
Sale of Receivables and accrued utility revenues 0 0 0
Investments in securitizable assets 0 0 0
Nuclear compliance, net 0 0 0
Other working capital (excludes cash) 201 0 (812)
------------ --------------- --------------
Net cash flows from/(used for) operating activities 0 (618) (516)
------------ --------------- --------------
Financing Activities:
Issuance of common shares 0 0 0
Issuance of long-term debt 0 0 0
Net (decrease)/increase in short-term debt 0 0 125
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 (1) 0
------------ --------------- --------------
Net cash flows (used for)/from financing activities 0 (1) 125
------------ --------------- --------------
Investment Activities:
Investment in plant:
Electric and other utility plant 0 0 (157)
Nuclear fuel 0 0 0
------------ --------------- --------------
Net cash flows used for investments in plant 0 0 (157)
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 0 542 0
------------ --------------- --------------
Net cash flows (used for)/from investments 0 542 (157)
------------ --------------- --------------
Net increase/(decrease) in cash for the period 0 (77) (548)
Cash and cash equivalents - beginning of period 0 77 1,059
------------ --------------- --------------
Cash and cash equivalents - end of period $ 0 $ 0 $ 511
============ =============== ==============
Supplemental Cash Flow Information:
Cash paid/(refunded) during the year for:
Interest, net of amounts capitalized $ - $ - $ 17
Income taxes $ (66) $ (83) $ (15)
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 accompanying 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, 1997
(Thousands of Dollars)
<TABLE>
<CAPTION>
Eliminations Consolidated
------------- -------------
<S> <C> <C>
Operating Activities:
Net (loss)/income $ (124,302) $ (105,422)
Adjustments to reconcile to net cash
from operating activities:
Depreciation 13,441 354,329
Deferred income taxes and investment tax credits, net 504 22,381
Deferred nuclear plants return, net of amortization (7,116) (13,781)
Amortization of demand-side-management costs, net 0 38,029
Recoverable energy costs, net of amortization 24,049 (54,102)
Amortization of PSNH acquisition costs 0 56,557
Amortization deferred cogeneration costs, net 0 32,700
Deferred nuclear refueling outage, net of amortization 0 (36,514)
Equity in earnings of subsidiary companies 123,941 0
Cash dividends received from subsidiary companies 132,994 0
Other sources of cash 105,512 141,041
Other uses of cash (103,537) (86,202)
Changes in working capital:
Receivables and accrued utility revenues (21,544) 262,384
Fuel, materials and supplies 0 (1,307)
Accounts payable 23,095 (104,269)
Accrued taxes 33,883 38,966
Sale of Receivables and accrued utility revenues 0 90,000
Investments in securitizable assets 0 (230,905)
Nuclear compliance, net 0 9,800
Other working capital (excludes cash) (59,812) (36,464)
------------- -------------
Net cash flows from/(used for) operating activities 141,108 377,221
------------- -------------
Financing Activities:
Issuance of common shares 0 6,502
Issuance of long-term debt 0 260,000
Net (decrease)/increase in short-term debt (39,350) 11,250
Reacquisitions and retirements of long-term debt 2 (288,793)
Reacquisitions and retirements of preferred stock 0 (25,000)
Cash dividends on preferred stock 0 (30,286)
Cash dividends on common shares (132,994) (32,134)
Other paid in capital 14,692 0
------------- -------------
Net cash flows (used for)/from financing activities (157,650) (98,461)
------------- -------------
Investment Activities:
Investment in plant:
Electric and other utility plant (224) (233,399)
Nuclear fuel 0 (6,852)
------------- -------------
Net cash flows used for investments in plant (224) (240,251)
NU System Money Pool 39,350 0
Investment in subsidiaries (22,583) 0
Investment in nuclear decommissioning trusts 0 (61,046)
Other investment activities, net (1) (28,257)
------------- -------------
Net cash flows (used for)/from investments 16,542 (329,554)
------------- -------------
Net increase/(decrease) in cash for the period 0 (50,794)
Cash and cash equivalents - beginning of period 0 194,197
------------- -------------
Cash and cash equivalents - end of period $ 0 $ 143,403
============= =============
Supplemental Cash Flow Information:
Cash paid/(refunded) during the year for:
Interest, net of amounts capitalized $ 7,208 $ 291,335
Income taxes $ (2) $ (26,387)
Increase in obligations:
Niantic Bay Fuel Trust and other capital leases $ 0 $ 3,475
Seabrook Power Contracts $ 6,197 $ -
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>
THE CONNECTICUT LIGHT AND POWER COMPANY
AND SUBSIDIARIES (a)
Consolidating Balance Sheet (b)
Assets
December 31, 1997
(Thousands of Dollars)
<TABLE>
<CAPTION>
The
Connecticut CL&P
Light and Receivables CL&P
Power Company Corporation Capital,L.P.
------------- ----------- ------------
<S> <C> <C> <C>
Utility Plant, at original cost:
Electric 6,411,016 0 0
Less: Accumulated provision for
depreciation 2,902,673 0 0
------------- ----------- ------------
3,508,343 0 0
Construction work in progress 93,692 0 0
Nuclear fuel, net 135,076 0 0
------------- ----------- ------------
Total net utility plant 3,737,111 0 0
------------- ----------- ------------
Other Property and Investments:
Nuclear decommissioning trusts, at market 369,162 0 0
Investments in regional nuclear
generating companies, at equity 58,061 0 0
Investments in subsidiary companies,
at equity 2,927 0 0
Other, at cost 66,618 0 0
------------- ----------- ------------
496,768 0 0
------------- ----------- ------------
Long-term Loan Receivable 0 0 103,100
------------- ----------- ------------
Current Assets:
Cash 57 57 288
Investments in securitizable assets 206,044 275,625 0
Receivables, net 50,671 0 0
Receivables from affiliated companies 3,531 0 0
Taxes receivable 70,096 215 0
Fuel, materials, and supplies, at
average cost 81,878 0 0
Recoverable energy costs, net--current
portion 28,073 0 0
Prepayments and other 79,632 0 0
------------- ----------- ------------
519,982 275,897 288
------------- ----------- ------------
Deferred Charges:
Regulatory assets 1,292,818 0 0
Unamortized debt expense 19,286 0 0
Other 18,359 0 0
------------- ----------- ------------
1,330,463 0 0
------------- ----------- ------------
Total Assets 6,084,324 275,897 103,388
============= =========== ============
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, 1997
(Thousands of Dollars)
<TABLE>
<CAPTION> The City and
Electric Suburban
Power, Electric and Research
Incorporated Gas Company Park,
(inactive) (inactive) Incorporated
------------ ------------ ------------
<S> <C> <C> <C>
Utility Plant, at original cost:
Electric 2 0 0
Less: Accumulated provision for
depreciation 0 0 0
------------ ------------ ------------
2 0 0
Construction work in progress 0 0 0
Nuclear fuel, net 0 0 0
------------ ------------ ------------
Total net utility plant 2 0 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 subsidiary companies,
at equity 0 0 0
Other, at cost 0 0 0
------------ ------------ ------------
0 0 0
------------ ------------ ------------
Long-term Loan Receivable 0 0 0
------------ ------------ ------------
Current Assets:
Cash 0 1 56
Investments in securitizable assets 0 0 0
Receivables, net 0 0 0
Receivables from affiliated companies 0 0 0
Taxes receivable 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
------------ ------------ ------------
0 1 56
------------ ------------ ------------
Deferred Charges:
Regulatory assets 0 0 0
Unamortized debt expense 0 0 0
Other 0 0 0
------------ ------------ ------------
0 0 0
------------ ------------ ------------
Total Assets 2 1 56
============ ============ ============
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, 1997
(Thousands of Dollars)
<TABLE>
<CAPTION>
Eliminations Consolidated
------------ ------------
<S> <C> <C>
Utility Plant, at original cost:
Electric 0 6,411,018
Less: Accumulated provision for
depreciation 0 2,902,673
------------ ------------
0 3,508,345
Construction work in progress 0 93,692
Nuclear fuel, net 0 135,076
------------ ------------
Total net utility plant 0 3,737,113
------------ ------------
Other Property and Investments:
Nuclear decommissioning trusts, at market 0 369,162
Investments in regional nuclear
generating companies, at equity 0 58,061
Investments in subsidiary companies,
at equity 2,927 0
Other, at cost (8) 66,625
------------ ------------
2,919 493,848
------------ ------------
Long-term Loan Receivable 103,100 0
------------ ------------
Current Assets:
Cash 0 459
Investments in securitizable assets 276,044 205,625
Receivables, net 0 50,671
Receivables from affiliated companies 381 3,150
Taxes receivable 0 70,311
Fuel, materials, and supplies, at
average cost 0 81,878
Recoverable energy costs, net--current
portion 0 28,073
Prepayments and other 0 79,632
------------ ------------
276,425 519,799
------------ ------------
Deferred Charges:
Regulatory assets 0 1,292,818
Unamortized debt expense 0 19,286
Other 0 18,359
------------ ------------
0 1,330,463
------------ ------------
Total Assets 382,444 6,081,223
============ ============
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, 1997
(Thousands of Dollars)
<TABLE>
<CAPTION>
The
Connecticut CL&P
Light and Receivables CL&P
Power Company Corporation Capital,L.P.
------------- ----------- ------------
<S> <C> <C> <C>
Capitalization:
Common stockholder's equity:
Common stock 122,229 0 0
Capital surplus, paid in 641,333 170,829 3,100
Retained earnings 385,823 (299) 0
------------- ----------- ------------
Total common stockholder's equity 1,149,385 170,530 3,100
Preferred stock not subject to mandatory
redemption 116,200 0 0
Preferred stock subject to mandatory
redemption 151,250 0 0
MIPS Preferred stock 0 0 100,000
Long-term debt 2,126,416 0 0
------------- ----------- ------------
Total capitalization 3,543,251 170,530 103,100
------------- ----------- ------------
Minority Interest in Common Equity
of Subsidiary 0 0 0
------------- ----------- ------------
Obligations Under Capital Leases 18,042 0 0
------------- ----------- ------------
Current Liabilities:
Notes payable to affiliated companies 61,300 0 0
Notes payable to banks 35,000 70,000 0
Long-term debt and preferred stock--
current portion 23,761 0 0
Obligations under capital leases--
current portion 140,076 0 0
Accounts payable 124,427 0 0
Accounts payable to affiliated companies 92,964 35,367 288
Accrued taxes 33,017 0 0
Accrued interest 14,650 0 0
Nuclear compliance 58,700 0 0
Other 23,495 0 0
------------- ----------- ------------
607,390 105,367 288
------------- ----------- ------------
Deferred Credits:
Accumulated deferred income taxes 1,324,066 0 0
Accumulated deferred investment
tax credits 127,713 0 0
Deferred contractual obligation 348,406 0 0
Other 115,456 0 0
------------- ----------- ------------
1,915,641 0 0
------------- ----------- ------------
Total Capitalization and Liabilities 6,084,324 275,897 103,388
============= =========== ============
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, 1997
(Thousands of Dollars)
<TABLE>
<CAPTION> The City and
Electric Suburban
Power, Electric and Research
Incorporated Gas Company Park,
(inactive) (inactive) Incorporated
------------ ------------ ------------
<S> <C> <C> <C>
Capitalization:
Common stockholder's equity:
Common stock 1 1 5
Capital surplus, paid in 0 0 0
Retained earnings 0 0 51
------------ ------------ ------------
Total common stockholder's equity 1 1 56
Preferred stock not subject to mandatory
redemption 0 0 0
Preferred stock subject to mandatory
redemption 0 0 0
MIPS Preferred stock 0 0 0
Long-term debt 0 0 0
------------ ------------ ------------
Total capitalization 1 1 56
------------ ------------ ------------
Minority Interest in Common Equity
of Subsidiary 0 0 0
------------ ------------ ------------
Obligations Under Capital Leases 0 0 0
------------ ------------ ------------
Current Liabilities:
Notes payable to affiliated companies 1 0 0
Notes payable to banks 0 0 0
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 0
Accrued taxes 0 0 0
Accrued interest 0 0 0
Nuclear compliance 0 0 0
Other 0 0 0
------------ ------------ ------------
1 0 0
------------ ------------ ------------
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 2 1 56
============ ============ ============
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, 1997
(Thousands of Dollars)
<TABLE>
<CAPTION>
Eliminations Consolidated
------------ ------------
<S> <C> <C>
Capitalization:
Common stockholder's equity:
Common stock 7 122,229
Capital surplus, paid in 173,929 641,333
Retained earnings (248) 385,823
------------ ------------
Total common stockholder's equity 173,688 1,149,385
Preferred stock not subject to mandatory
redemption 0 116,200
Preferred stock subject to mandatory
redemption 0 151,250
MIPS Preferred stock 100,000 0
Long-term debt 103,100 2,023,316
------------ ------------
Total capitalization 376,788 3,440,151
------------ ------------
Minority Interest in Common Equity
of Subsidiary (100,000) 100,000
------------ ------------
Obligations Under Capital Leases 0 18,042
------------ ------------
Current Liabilities:
Notes payable to affiliated companies 1 61,300
Notes payable to banks 70,000 35,000
Long-term debt and preferred stock--
current portion 0 23,761
Obligations under capital leases--
current portion 0 140,076
Accounts payable 0 124,427
Accounts payable to affiliated companies 35,655 92,963
Accrued taxes 0 33,017
Accrued interest 0 14,650
Nuclear compliance 0 58,700
Other 0 23,495
------------ ------------
105,656 607,389
------------ ------------
Deferred Credits:
Accumulated deferred income taxes 0 1,324,066
Accumulated deferred investment
tax credits 0 127,713
Deferred contractual obligation 0 348,406
Other 0 115,456
------------ ------------
0 1,915,641
------------ ------------
Total Capitalization and Liabilities 382,444 6,081,223
============ ============
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, 1997
(Thousands of Dollars)
<TABLE>
<CAPTION>
The
Connecticut
Light and CL&P Research
Power Receivables CL&P Park,
Company Corporation Capital,L.P. Incorporated
----------- ----------- ------------ ------------
<S> <C> <C> <C> <C>
Operating Revenues 2,465,587 0 0 0
----------- ----------- ------------ ------------
Operating Expenses:
Operation--
Fuel, purchased and net
interchange power 977,543 0 0 0
Other 734,524 95 0 0
Maintenance 355,772 0 0 0
Depreciation 238,667 0 0 0
Amortization of regulatory assets, net 61,648 0 0 0
Federal and state income taxes (62,641) (215) 0 0
Taxes other than income taxes 172,592 0 0 0
----------- ----------- ------------ ------------
Total operating expenses 2,478,105 (120) 0 0
----------- ----------- ------------ ------------
Operating Income (Loss) (12,518) 120 0 0
----------- ----------- ------------ ------------
Other Income:
Deferred nuclear plants return--
other funds 85 0 0 0
Equity in earnings of regional nuclear
generating companies 5,672 0 0 0
Other, net (1,533) 0 9,588 0
Minority interest in income of subsidiary 0 0 0 0
Income taxes--credit 7,573 0 0 0
----------- ----------- ------------ ------------
Other income, net 11,797 0 9,588 0
----------- ----------- ------------ ------------
Income (loss) before interest charges (721) 120 9,588 0
----------- ----------- ------------ ------------
Interest Charges:
Interest on long-term debt 132,127 0 0 0
Other interest 11,725 419 0 0
Deferred nuclear plants return--
borrowed funds (196) 0 0 0
----------- ----------- ------------ ------------
Interest charges, net 143,656 419 0 0
----------- ----------- ------------ ------------
Net Income (Loss) (144,377) (299) 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, 1997
(Thousands of Dollars)
<TABLE>
<CAPTION>
Eliminations Consolidated
------------ ------------
<S> <C> <C>
Operating Revenues 0 2,465,587
------------ ------------
Operating Expenses:
Operation--
Fuel, purchased and net
interchange power 0 977,543
Other 0 734,620
Maintenance 0 355,772
Depreciation 0 238,667
Amortization of regulatory assets, net 0 61,648
Federal and state income taxes 0 (62,856)
Taxes other than income taxes 0 172,592
------------ ------------
Total operating expenses 0 2,477,986
------------ ------------
Operating Income (Loss) 0 (12,399)
------------ ------------
Other Income:
Deferred nuclear plants return--
other funds 0 85
Equity in earnings of regional nuclear
generating companies 0 5,672
Other, net 9,996 (1,941)
Minority interest in income of subsidiary 9,300 (9,300)
Income taxes--credit 0 7,573
------------ ------------
Other income, net 19,296 2,089
------------ ------------
Income (loss) before interest charges 19,296 (10,310)
------------ ------------
Interest Charges:
Interest on long-term debt 0 132,127
Other interest 10,007 2,136
Deferred nuclear plants return--
borrowed funds 0 (196)
------------ ------------
Interest charges, net 10,007 134,067
------------ ------------
Net Income (Loss) 9,289 (144,377)
============ ============
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, 1997
(Thousands of Dollars)
<TABLE>
<CAPTION>
The
Connecticut
Light and CL&P Research
Power Receivables CL&P Park,
Company Corporation Capital,L.P. Incorporated
------------ ----------- ------------ ------------
<S> <C> <C> <C> <C>
Balance at beginning of period 551,410 0 0 51
Addition: Net income (loss) (144,377) (299) 9,588 0
------------ ----------- ------------ ------------
407,033 (299) 9,588 51
Deductions: ------------ ----------- ------------ ------------
Dividends declared:
Preferred stock (at required
annual rates) 15,221 0 0 0
Common stock $0.49 per share 5,989 0 0 0
MIPS Partnership distribution 0 0 9,300 0
Cash distribution to The Connecticut Light
and Power Company 0 0 288 0
------------ ----------- ------------ ------------
Total deductions 21,210 0 9,588 0
------------ ----------- ------------ ------------
Balance at end of period 385,823 (299) 0 51
============ =========== ============ ============
</TABLE>
THE CONNECTICUT LIGHT AND POWER COMPANY
AND SUBSIDIARIES (a)
Consolidating Statement of
Capital Surplus, Paid In (b)
Year Ended December 31, 1997
(Thousands of Dollars)
<TABLE>
<CAPTION>
The
Connecticut
Light and CL&P Research
Power Receivables CL&P Park,
Company Corporation Capital,L.P. Incorporated
------------ ----------- ------------ ------------
<S> <C> <C> <C> <C>
Balance at beginning of period 639,657 0 3,100 0
Premium on capital stock 0 60 0 0
Capital Contribution from Connecticut Light
and Power Co. 0 170,769 0 0
Capital stock expenses, net 1,676 0 0 0
------------ ----------- ------------ ------------
Balance at end of period 641,333 170,829 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, 1997
(Thousands of Dollars)
<TABLE>
<CAPTION>
Eliminations Consolidated
------------ ------------
<S> <C> <C>
Balance at beginning of period 51 551,410
Addition: Net income (loss) 9,289 (144,377)
------------ ------------
9,340 407,033
Deductions: ------------ ------------
Dividends declared:
Preferred stock (at required
annual rates) 0 15,221
Common stock $0.49 per share 0 5,989
MIPS Partnership distribution 9,300 0
Cash distribution to The Connecticut Light
and Power Company 288 0
------------ ------------
Total deductions 9,588 21,210
------------ ------------
Balance at end of period (248) 385,823
============ ============
</TABLE>
THE CONNECTICUT LIGHT AND POWER COMPANY
AND SUBSIDIARIES (a)
Consolidating Statement of
Capital Surplus, Paid In (b)
Year Ended December 31, 1997
(Thousands of Dollars)
<TABLE>
<CAPTION>
Eliminations Consolidated
------------ ------------
<S> <C> <C>
Balance at beginning of period 3,100 639,657
Premium on capital stock 60 0
Capital Contribution from Connecticut Light
and Power Co. 170,769 0
Capital stock expenses, net 0 1,676
------------ ------------
Balance at end of period 173,929 641,333
============ ============
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
Consolidating Statement of Cash Flows (a)(b)
Year Ended December 31, 1997
(Thousands of Dollars)
<TABLE>
<CAPTION>
The
Connecticut CL&P
Light and Receivables CL&P
Power Company Corporation Capital, LP
-------------- ------------ -------------
<S> <C> <C> <C>
Operating Activities:
Net (loss)/income $ (144,377) $ (299) $ 9,588
Adjustments to reconcile to net cash
from operating activities:
Depreciation 238,667 0 0
Deferred income taxes and investment tax credits, net (13,821) 0 0
Deferred nuclear plants return, net of amortization (281) 0 0
Amortization of deferred demand-side-management costs, net 38,029 0 0
Recoverable energy costs, net of amortization (9,533) 0 0
Amortization of deferred cogeneration costs, net 32,700 0 0
Deferred nuclear refueling outage, net of amortization (45,333) 0 0
Other sources of cash 64,013 170,829 0
Other uses of cash (50,136) 0 0
Changes in working capital:
Receivables and accrued utility revenues 184,130 0 0
Fuel, materials, and supplies (1,941) 0 0
Accounts payable (22,036) 35,367 0
Accrued taxes 4,310 0 0
Sale of Receivables and accrued utility revenues 70,000 0 0
Investment in securitizable assets (206,044) (275,625) 0
Nuclear compliance, net 8,200 0 0
Other working capital (excludes cash) (74,051) (215) 0
-------------- ----------- -------------
Net cash flows from/(used for) operating activities 72,496 (69,943) 9,588
-------------- ----------- -------------
Financing Activities:
Issuance of long-term debt 200,000 0 0
Net increase in short-term debt 96,300 70,000 0
Reacquisitions and retirements of long-term debt (204,116) 0 0
MIPS partnership distribution 0 0 (9,300)
Cash distribution to CL&P 0 0 (288)
Cash dividends on preferred stock (15,221) 0 0
Cash dividends on common stock (5,989) 0 0
-------------- ----------- -------------
Net cash flows from/(used for) financing activities 70,974 70,000 (9,588)
-------------- ----------- -------------
Investment Activities:
Investment in plant:
Electric utility plant (155,550) 0 0
Nuclear fuel (702) 0 0
-------------- ----------- -------------
Net cash flows (used for) investments in plant (156,252) 0 0
Investment in NU system money pool 109,050 0 0
Investment in nuclear decommissioning trusts (45,314) 0 0
Other investment activities, net (50,956) 0 0
-------------- ----------- -------------
Net cash flows (used for)/from investments (143,472) 0 0
-------------- ----------- -------------
Net (decrease) increase in cash for the period (2) 57 0
Cash - beginning of period 59 0 288
-------------- ----------- -------------
Cash - end of period $ 57 57 $ 288
============== =========== =============
Supplemental Cash Flow Information
Cash paid/(refunded) during the year for:
Interest, net of amounts capitalized $ 155,550 419 $ 0
============== =========== =============
Income taxes $ (22,338) 0 $ 0
============== =========== =============
Increase in obligations:
Niantic Bay Fuel Trust and other capital leases $ 2,815 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.
</TABLE>
THE CONNECTICUT LIGHT AND POWER COMPANY AND SUBSIDIARIES
Consolidating Statement of Cash Flows (a)(b)
Year Ended December 31, 1997
(Thousands of Dollars)
<TABLE>
<CAPTION>
Research
Park,
Incorporated Eliminations Consolidated
------------- ------------- --------------
<S> <C> <C> <C>
Operating Activities:
Net (loss)/income $ 0 $ 9,289 $ (144,377)
Adjustments to reconcile to net cash
from operating activities:
Depreciation 0 0 238,667
Deferred income taxes and investment tax credits, net 0 0 (13,821)
Deferred nuclear plants return, net of amortization 0 0 (281)
Amortization of deferred demand-side-management costs, net 0 0 38,029
Recoverable energy costs, net of amortization 0 0 (9,533)
Amortization of deferred cogeneration costs, net 0 0 32,700
Deferred nuclear refueling outage, net of amortization 0 0 (45,333)
Other sources of cash 0 170,829 64,013
Other uses of cash 0 0 (50,136)
Changes in working capital:
Receivables and accrued utility revenues 0 (93) 184,223
Fuel, materials, and supplies 0 0 (1,941)
Accounts payable 0 35,367 (22,036)
Accrued taxes 0 0 4,310
Sale of Receivables and accrued utility revenues 0 0 70,000
Investment in securitizable assets 0 (276,044) (205,625)
Nuclear compliance, net 0 0 8,200
Other working capital (excludes cash) 0 0 (74,266)
------------- ------------- --------------
Net cash flows from/(used for) operating activities 0 (60,652) 72,793
------------- ------------- --------------
Financing Activities:
Issuance of long-term debt 0 0 200,000
Net increase in short-term debt 0 70,000 96,300
Reacquisitions and retirements of long-term debt 0 0 (204,116)
MIPS partnership distribution 0 (9,300) 0
Cash distribution to CL&P 0 (288) 0
Cash dividends on preferred stock 0 0 (15,221)
Cash dividends on common stock 0 0 (5,989)
------------- ------------- --------------
Net cash flows from/(used for) financing activities 0 60,412 70,974
------------- ------------- --------------
Investment Activities:
Investment in plant:
Electric utility plant 0 0 (155,550)
Nuclear fuel 0 0 (702)
------------- ------------- --------------
Net cash flows (used for) investments in plant 0 0 (156,252)
Investment in NU system money pool 0 0 109,050
Investment in nuclear decommissioning trusts 0 0 (45,314)
Other investment activities, net 0 240 (51,196)
------------- ------------- --------------
Net cash flows (used for)/from investments 0 240 (143,712)
------------- ------------- --------------
Net (decrease) increase in cash for the period 0 0 55
Cash - beginning of period 56 0 404
------------- ------------- --------------
Cash - end of period $ 56 $ 0 $ 459
============= ============= ==============
Supplemental Cash Flow Information
Cash paid/(refunded) during the year for:
Interest, net of amounts capitalized $ 0 $ 10,007 $ 145,962
============= ============= ==============
Income taxes $ 0 $ 0 $ (22,338)
============= ============= ==============
Increase in obligations:
Niantic Bay Fuel Trust and other capital leases $ 0 $ 0 $ 2,815
============= ============= ==============
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>
PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE
AND SUBSIDIARIES (a)
Consolidating Balance Sheet (b)
Assets
December 31, 1997
(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 1,898,319 201 0 1,898,520
Other 0 8,689 0 8,689
-------------- ----------- ------------ ------------
1,898,319 8,890 0 1,907,209
Less: Accumulated provision for
depreciation 590,056 2,460 0 592,516
-------------- ----------- ------------ ------------
1,308,263 6,430 0 1,314,693
Unamortized acquisition costs 402,285 0 0 402,285
Construction work in progress 10,716 0 0 10,716
Nuclear fuel, net 1,308 0 0 1,308
-------------- ----------- ------------ ------------
Total net utility plant 1,722,572 6,430 0 1,729,002
-------------- ----------- ------------ ------------
Other Property and Investments:
Nuclear decommissioning trusts,
at market 4,332 0 0 4,332
Investments in regional nuclear
generating companies, at equity 13,153 0 0 13,153
Investments in subsidiary companies,
at equity 6,016 0 6,016 0
Other, at cost 3,773 250 0 4,023
-------------- ----------- ------------ ------------
27,274 250 6,016 21,508
-------------- ----------- ------------ ------------
Current Assets:
Cash and cash equivalents 94,459 188 0 94,647
Receivables, net 89,338 0 0 89,338
Accounts receivable from affiliated
companies 38,520 135 271 38,384
Taxes receivable from affiliated
companies 276 0 0 276
Accrued utility revenues 36,885 0 0 36,885
Fuel, materials, and supplies,
at average cost 40,161 0 0 40,161
Recoverable energy costs, net--
current portion 31,886 0 0 31,886
Prepayments and other 10,995 28 0 11,023
-------------- ----------- ------------ ------------
342,520 351 271 342,600
-------------- ----------- ------------ ------------
Deferred Charges:
Regulatory assets 695,418 0 0 695,418
Unamortized debt expense 11,749 0 0 11,749
Deferred receivable from affiliated
company 32,472 0 0 32,472
Other 5,154 0 0 5,154
-------------- ----------- ------------ ------------
744,793 0 0 744,793
-------------- ----------- ------------ ------------
Total Assets 2,837,159 7,031 6,287 2,837,903
============== =========== ============ ============
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, 1997
(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 423,713 0 0 423,713
Retained earnings 170,188 1,499 1,499 170,188
-------------- ----------- ------------ ------------
Total common stockholder's equity 593,902 1,500 1,500 593,902
Preferred stock subject to mandatory
redemption 75,000 0 0 75,000
Long-term debt 516,485 4,516 4,516 516,485
-------------- ----------- ------------ ------------
Total capitalization 1,185,387 6,016 6,016 1,185,387
-------------- ----------- ------------ ------------
Obligations Under Seabrook Power
Contracts and Other Capital Leases 799,450 0 0 799,450
-------------- ----------- ------------ ------------
Current Liabilities:
Long-term debt and preferred stock--
current portion 195,000 0 0 195,000
Obligations under Seabrook Power
Contracts and other capital
leases--current portion 122,363 0 0 122,363
Accounts payable 21,231 0 0 21,231
Accounts payable to affiliated
companies 32,677 442 271 32,848
Accrued taxes 69,445 344 0 69,789
Accrued interest 7,197 0 0 7,197
Accrued pension benefits 46,061 0 0 46,061
Other 9,917 0 0 9,917
-------------- ----------- ------------ ------------
503,891 786 271 504,406
-------------- ----------- ------------ ------------
Deferred Credits:
Accumulated deferred income taxes 204,219 229 0 204,448
Accumulated deferred investment
tax credits 3,972 0 0 3,972
Deferred contractual obligation 83,042 0 0 83,042
Deferred revenue from affiliated
company 32,472 0 0 32,472
Other 24,726 0 0 24,726
-------------- ----------- ------------ ------------
348,431 229 0 348,660
-------------- ----------- ------------ ------------
Total Capitalization and Liabilities 2,837,159 7,031 6,287 2,837,903
============== =========== ============ ============
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, 1997
(Thousands of Dollars)
<TABLE>
<CAPTION>
Public Service
Company of Properties,
New Hampshire Inc. Eliminations Consolidated
--------------- ----------- ------------ ------------
<S> <C> <C> <C> <C>
Operating Revenues 1,108,459 1,301 1,301 1,108,459
--------------- ----------- ------------ ------------
Operating Expenses:
Operation--
Fuel, purchased and net interchange
power 326,745 0 0 326,745
Other 367,963 6 1,301 366,668
Maintenance 38,320 0 0 38,320
Depreciation 44,377 0 0 44,377
Amortization of regulatory assets, net 56,557 0 0 56,557
Federal and state income taxes 86,600 672 0 87,272
Taxes other than income taxes 43,623 88 0 43,711
--------------- ----------- ------------ ------------
Total operating expenses 964,185 766 1,301 963,650
--------------- ----------- ------------ ------------
Operating Income 144,274 535 0 144,809
--------------- ----------- ------------ ------------
Other Income:
Equity in earnings of regional nuclear
generating companies 1,143 0 0 1,143
Other, net 928 13 548 393
Income taxes--credit (2,391) 0 0 (2,391)
--------------- ----------- ------------ ------------
Other income (loss), net (320) 13 548 (855)
--------------- ----------- ------------ ------------
Income before interest charges 143,954 548 548 143,954
--------------- ----------- ------------ ------------
Interest Charges:
Interest on long-term debt 51,259 0 0 51,259
Other interest 273 318 318 273
--------------- ----------- ------------ ------------
Interest charges, net 51,532 318 318 51,532
--------------- ----------- ------------ ------------
Net Income 92,422 230 230 92,422
=============== =========== ============ ============
Note: Individual columns may not add to Consolidated due to rounding.
The accompanying notes are an integral part of these financial statements.
(a) Not 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, 1997
(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 174,691 1,269 1,269 174,691
Addition: Net income 92,422 230 230 92,422
-------------- ----------- ------------ ------------
267,113 1,499 1,499 267,113
Deductions:
Dividends declared:
Preferred Stock 11,925 0 0 11,925
Common stock $85,000.00 per share 85,000 0 0 85,000
-------------- ----------- ------------ ------------
Total deductions 96,925 0 0 96,925
-------------- ----------- ------------ ------------
Balance at end of period 170,188 1,499 1,499 170,188
============== =========== ============ ============
</TABLE>
PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE
AND SUBSIDIARIES (a)
Consolidating Statement of Capital Surplus, Paid In (b)
Year Ended December 31, 1997
(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 423,058 0 0 423,058
Capital stock expenses, net 655 0 0 655
-------------- ----------- ------------ ------------
Balance at end of period 423,713 0 0 423,713
============== =========== ============ ============
Note: Individual columns may not add to Consolidated due to rounding.
The accompanying notes are an integral part of these financial statements.
(a) Not 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
Consolidating Statement of Cash Flows (a) (b)
Year Ended December 31, 1997
(Thousands of Dollars)
<TABLE>
<CAPTION>
Public Service
Company of Properties,
New Hampshire Inc.
--------------- -------------
<S> <C> <C>
Operating Activities:
Net income $ 92,422 $ 230
Adjustments to reconcile to net cash
from operating activities:
Depreciation 44,377 0
Deferred income taxes and investment tax credits, net 21,795 31
Recoverable energy costs, net of amortization (12,336) 0
Amortization of acquisition costs 56,557 0
Deferred Seabrook capital costs (8,376) 0
Other sources of cash 51,054 89
Other uses of cash (67,590) 0
Changes in working capital:
Receivables and accrued utility revenues 9,407 15
Fuel, materials, and supplies 4,691 0
Accounts payable (14,897) 300
Accrued taxes 69,364 294
Other working capital (excludes cash) (13,765) (69)
--------------- -------------
Net cash flows from operating activities 232,703 890
--------------- -------------
Financing Activities:
Reacquisitions and retirements of long-term debt 0 (825)
Reacquisitions and retirements of preferred stock (25,000)
Cash dividends on preferred stock (11,925) 0
Cash dividends on common stock (85,000) 0
--------------- -------------
Net cash flows used for financing activities (121,925) (825)
--------------- -------------
Investment Activities:
Investment in plant:
Electric utility plant (33,570) 0
Nuclear fuel 5 0
--------------- -------------
Net cash flows used for investments in plant (33,565) 0
Investment in NU system money pool 18,250 0
Investment in nuclear decommissioning trusts (490) 0
Other investment activities, net (1,529) 0
--------------- -------------
Net cash flows (used for)/from investments (17,334) 0
--------------- -------------
Net increase in cash for the period 93,444 65
Cash and cash equivalent - beginning of period 1,015 123
--------------- -------------
Cash and cash equivalent - end of period $ 94,459 $ 188
=============== =============
Supplemental Cash Flow Information
Cash paid during the year for:
Interest, net of amounts capitalized $ 51,775 $ 317
=============== =============
Income taxes $ 10,612 $ 0
=============== =============
Increase in obligations:
Seabrook Power Contracts and other capital leases $ 6,197 $ 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>
PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE AND SUBSIDIARIES
Consolidating Statement of Cash Flows (a) (b)
Year Ended December 31, 1997
(Thousands of Dollars)
<TABLE>
<CAPTION>
Eliminations Consolidated
------------- -------------
<S> <C> <C>
Operating Activities:
Net income $ 230 $ 92,422
Adjustments to reconcile to net cash
from operating activities:
Depreciation 0 44,377
Deferred income taxes and investment tax credits, net 0 21,826
Recoverable energy costs, net of amortization 0 (12,336)
Amortization of acquisition costs 0 56,557
Deferred Seabrook capital costs 0 (8,376)
Other sources of cash 0 51,143
Other uses of cash 0 (67,590)
Changes in working capital:
Receivables and accrued utility revenues 19 9,403
Fuel, materials, and supplies 0 4,691
Accounts payable (19) (14,578)
Accrued taxes 0 69,658
Other working capital (excludes cash) 0 (13,834)
------------- -------------
Net cash flows from operating activities 230 233,363
------------- -------------
Financing Activities:
Reacquisitions and retirements of long-term debt (825) 0
Reacquisitions and retirements of preferred stock (25,000)
Cash dividends on preferred stock 0 (11,925)
Cash dividends on common stock 0 (85,000)
------------- -------------
Net cash flows used for financing activities (825) (121,925)
------------- -------------
Investment Activities:
Investment in plant:
Electric utility plant 0 (33,570)
Nuclear fuel 0 5
------------- -------------
Net cash flows used for investments in plant 0 (33,565)
Investment in NU system money pool 0 18,250
Investment in nuclear decommissioning trusts 0 (490)
Other investment activities, net 595 (2,124)
------------- -------------
Net cash flows (used for)/from investments 595 (17,929)
------------- -------------
Net increase in cash for the period 0 93,509
Cash and cash equivalent - beginning of period 0 1,138
------------- -------------
Cash and cash equivalent - end of period $ 0 $ 94,647
============= =============
Supplemental Cash Flow Information
Cash paid during the year for:
Interest, net of amounts capitalized $ 317 $ 51,775
============= =============
Income taxes $ 0 $ 10,612
============= =============
Increase in obligations:
Seabrook Power Contracts and other capital leases $ 0 $ 6,197
============= =============
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>
HOLYOKE WATER POWER COMPANY
AND SUBSIDIARY
Consolidating Balance Sheet (a)
Assets
December 31, 1997
(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 95,710 1,438 0 97,148
Less: Accumulated provision for
depreciation 42,192 994 0 43,186
-------- --------- ------------ ------------
53,518 444 0 53,962
Construction work in progress 2,214 0 0 2,214
-------- --------- ------------ ------------
Total net utility plant 55,732 444 0 56,176
-------- --------- ------------ ------------
Other Property and Investments:
Investments in subsidiary company, at
equity 174 0 174 0
Other, at cost 3,477 0 0 3,477
-------- --------- ------------ ------------
3,651 0 174 3,477
-------- --------- ------------ ------------
Current Assets:
Cash 1 9 0 10
Notes receivables from affiliated companies 9,150 0 0 9,150
Receivables, net 3,156 13 0 3,169
Accounts receivable from affiliated companies 2,771 3,162 5,899 35
Taxes receivable 340 0 340 0
Fuel, materials, and supplies, at average cost 6,094 0 0 6,094
Prepayments and other 178 4 0 182
-------- --------- ------------ ------------
21,690 3,188 6,239 18,640
-------- --------- ------------ ------------
Deferred Charges:
Regulatory assets 1,796 0 152 1,644
Unamortized debt expense 895 0 0 895
Accumulated deferred income taxes 0 131 131 0
Other 456 0 0 456
-------- --------- ------------ ------------
3,147 131 283 2,995
-------- --------- ------------ ------------
Total Assets 84,220 3,763 6,696 81,288
======== ========= ============ ============
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, 1997
(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 9,661 (798) (798) 9,661
-------- --------- ------------ ------------
Total common stockholder's equity 18,061 (313) (313) 18,061
Long-term debt 38,300 424 424 38,300
-------- --------- ------------ ------------
Total capitalization 56,361 111 111 56,361
-------- --------- ------------ ------------
Current Liabilities:
Accounts payable 2,944 0 0 2,944
Accounts payable to affiliated companies 4,146 2,727 5,899 974
Accrued taxes 246 672 340 578
Accrued interest 141 0 0 141
Accrued pension benefits 1,225 0 0 1,225
Other 326 19 0 345
-------- --------- ------------ ------------
9,028 3,418 6,239 6,207
-------- --------- ------------ ------------
Deferred Credits:
Accumulated deferred income taxes 11,335 0 131 11,205
Accumulated deferred investment tax credits 2,592 19 0 2,611
Deferred credit--SFAS 109 0 152 152 0
Other 4,904 63 63 4,904
-------- --------- ------------ ------------
18,831 234 346 18,720
-------- --------- ------------ ------------
Total Capitalization and Liabilities 84,220 3,763 6,696 81,288
======== ========= ============ ============
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, 1997
(Thousands of Dollars)
<TABLE>
<CAPTION>
Holyoke Holyoke
Water Power and
Power Electric
Company Company Eliminations Consolidated
------- --------- ------------ ------------
<S> <C> <C> <C> <C>
Operating Revenues 71,826 32,025 63,795 40,056
------- --------- ------------ ------------
Operating Expenses:
Operation--
Fuel, purchased and net
interchange power 45,811 21,684 43,371 24,124
Other 20,395 10,293 20,424 10,263
Maintenance 3,811 0 0 3,811
Depreciation 2,003 36 0 2,039
Amortization of regulatory assets, net (3) 0 0 (3)
Federal and state income taxes (969) (23) 0 (992)
Taxes other than income taxes 1,432 37 0 1,469
------- --------- ------------ ------------
Total operating expenses 72,480 32,027 63,795 40,711
------- --------- ------------ ------------
Operating Income (Loss) (654) (2) 0 (655)
------- --------- ------------ ------------
Other Income:
Other, net 256 0 2 253
Income taxes--credit 91 9 0 100
------- --------- ------------ ------------
Other income, net 347 9 2 353
------- --------- ------------ ------------
Income (loss) before interest charges (307) 7 2 (302)
------- --------- ------------ ------------
Interest Charges:
Interest on long-term debt 1,541 0 0 1,541
Other interest (17) 26 21 (12)
------- --------- ------------ ------------
Interest charges, net 1,524 26 21 1,529
------- --------- ------------ ------------
Net Loss (1,831) (19) (19) (1,831)
======= ========= ============ ============
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, 1997
(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 11,492 (779) (779) 11,492
Addition: Net loss (1,831) (19) (19) (1,831)
------- --------- ------------ ------------
Balance at end of period 9,661 (798) (798) 9,661
======= ========= ============ ============
</TABLE>
HOLYOKE WATER POWER COMPANY AND SUBSIDIARY
Consolidating Statement of Capital Surplus, Paid In (a)
Year Ended December 31, 1997
(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, 1997
(Thousands of Dollars)
<TABLE>
<CAPTION>
Holyoke
Holyoke Power and
Water Power Electric
Company Company
------------- ------------
<S> <C> <C>
Operating Activities:
Net loss $ (1,831) $ (19)
Adjustments to reconcile to net cash
from operating activities:
Depreciation 2,003 36
Deferred income taxes, net (511) (19)
Other sources of cash 3,177 174
Other uses of cash (1,203) (185)
Changes in working capital:
Receivables, net 229 (599)
Fuel, materials, and supplies 554 0
Accounts payable 312 590
Accrued taxes (110) 18
Other working capital (excludes cash) (576) (7)
------------- ------------
Net cash flows from/(used for) operating activities 2,044 (11)
------------- ------------
Investment Activities:
Investment in plant:
Electric utility plant (1,394) 0
Investment in NU system money pool (650) 0
Other investment activities, net 0 0
------------- ------------
Net cash flows (used for) investments (2,044) 0
------------- ------------
Net decrease in cash for the period 0 (11)
Cash - beginning of period 1 20
------------- ------------
Cash - end of period $ 1 $ 9
============= ============
Supplemental Cash Flow Information
Cash paid/(refunded) during the year for:
Interest, net of amounts capitalized $ 1,562 $ 21
============= ============
Income taxes $ (2) $ 0
============= ============
Note: Individual columns may not add to
Consolidated due to rounding.
The acompanying notes are an integral part of
these financial statements.
(a) Not covered by auditors' report.
</TABLE>
HOLYOKE WATER POWER COMPANY AND SUBSIDIARY
Consolidating Statement of Cash Flows (a)
Year Ended December 31, 1997
(Thousands of Dollars)
<TABLE>
<CAPTION>
Eliminations Consolidated
------------- -------------
<S> <C> <C>
Operating Activities:
Net loss $ (19) $ (1,831)
Adjustments to reconcile to net cash
from operating activities:
Depreciation 0 2,039
Deferred income taxes, net 0 (530)
Other sources of cash 174 3,177
Other uses of cash (154) (1,234)
Changes in working capital:
Receivables, net (861) 491
Fuel, materials, and supplies 0 554
Accounts payable 1,184 (282)
Accrued taxes (322) 230
Other working capital (excludes cash) 0 (583)
------------- -------------
Net cash flows from/(used for) operating activities 2 2,031
------------- -------------
Investment Activities:
Investment in plant:
Electric utility plant 0 (1,394)
Investment in NU system money pool 0 (650)
Other investment activities, net (2) 2
------------- -------------
Net cash flows (used for) investments (2) (2,042)
------------- -------------
Net decrease in cash for the period 0 (11)
Cash - beginning of period 0 21
------------- -------------
Cash - end of period $ 0 $ 10
============= =============
Supplemental Cash Flow Information
Cash paid/(refunded) during the year for:
Interest, net of amounts capitalized $ 21 $ 1,562
============= =============
Income taxes $ 0 $ (2)
============= =============
Note: Individual columns may not add to
Consolidated due to rounding.
The acompanying 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, 1997
(Thousands of Dollars)
<TABLE>
<CAPTION>
Charter Oak COE
Charter Oak (Paris) Inc. Development
Energy, Inc. (b) Corporation
------------ ------------ -----------
<S> <C> <C> <C>
Utility Plant, at original cost:
Electric 40 0 11
Less: Accumulated provision for
depreciation 40 0 11
------------ ------------ -----------
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 43,327 0 0
------------ ------------ -----------
Current Assets:
Cash 501 0 0
Receivables, net 14 0 0
Receivables from affiliated companies 0 0 1,227
Taxes receivable 1,245 0 2,204
Investments held for sale 0 0 0
------------ ------------ -----------
1,760 0 3,431
------------ ------------ -----------
Deferred Charges:
Accumulated deferred income taxes 247 0 229
Other 346 0 0
------------ ------------ -----------
593 0 229
------------ ------------ -----------
Total Assets 45,680 0 3,660
============ ============ ===========
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) Subsidiaries were sold on
October 21, 1997.
</TABLE>
<PAGE>F-32
CHARTER OAK ENERGY INCORPORATED
AND SUBSIDIARIES
Consolidating Balance Sheet (a)
Assets
December 31, 1997
(Thousands of Dollars)
<TABLE>
<CAPTION>
COE
COE (UK) (Gencoe) COE
Corp. Corp. Argentina I
(b) (b) 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 0 0
-------- -------- ------------
Current Assets:
Cash 0 0 10
Receivables, net 0 0 0
Receivables from affiliated companies 0 0 0
Taxes receivable 0 0 0
Investments held for sale 0 0 0
-------- -------- ------------
0 0 10
-------- -------- ------------
Deferred Charges:
Accumulated deferred income taxes 0 0 0
Other 0 0 0
-------- -------- ------------
0 0 0
-------- -------- ------------
Total Assets 0 0 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.
(b) Subsidiaries were sold on
October 21, 1997.
</TABLE>
<PAGE>F-32A
CHARTER OAK ENERGY INCORPORATED
AND SUBSIDIARIES
Consolidating Balance Sheet (a)
Assets
December 31, 1997
(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 0 0 7
------------ ----------- -------------
Total net utility plant 0 0 7
------------ ----------- -------------
Other Property and Investments:
Investments in subsidiary companies,
at equity 0 0 0
------------ ----------- -------------
Current Assets:
Cash 1,003 94 29
Receivables, net 0 0 0
Receivables from affiliated companies 0 0 0
Taxes receivable 889 26 0
Investments held for sale 0 15,984 17,407
------------ ----------- -------------
1,892 16,104 17,436
------------ ----------- -------------
Deferred Charges:
Accumulated deferred income taxes 0 0 552
Other 0 (57) 4,335
------------ ----------- -------------
0 (57) 4,887
------------ ----------- -------------
Total Assets 1,892 16,047 22,330
============ =========== =============
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) Subsidiaries were sold on
October 21, 1997.
</TABLE>
<PAGE>F-32B
CHARTER OAK ENERGY INCORPORATED
AND SUBSIDIARIES
Consolidating Balance Sheet (a)
Assets
December 31, 1997
(Thousands of Dollars)
<TABLE>
<CAPTION>
Eliminations Consolidated
------------ ------------
<S> <C> <C>
Utility Plant, at original cost:
Electric 0 52
Less: Accumulated provision for
depreciation 0 52
------------ ------------
0 0
Construction work in progress 0 7
------------ ------------
Total net utility plant 0 7
------------ ------------
Other Property and Investments:
Investments in subsidiary companies,
at equity 43,327 0
------------ ------------
Current Assets:
Cash 0 1,637
Receivables, net 0 14
Receivables from affiliated companies 1,227 0
Taxes receivable 0 4,364
Investments held for sale 0 33,391
------------ ------------
1,227 39,406
------------ ------------
Deferred Charges:
Accumulated deferred income taxes 0 1,028
Other 0 4,624
------------ ------------
0 5,652
------------ ------------
Total Assets 44,554 45,065
============ ============
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) Subsidiaries were sold on
October 21, 1997.
</TABLE>
<PAGE>F-32C
CHARTER OAK ENERGY INCORPORATED
AND SUBSIDIARIES
Consolidating Balance Sheet (a)
Capitalization and Liabilities
December 31, 1997
(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 102,344 0 19,173
Retained earnings (58,129) 0 (16,076)
------------ ------------ -----------
Total common stockholder's equity 44,215 0 3,097
------------ ------------ -----------
Total capitalization 44,215 0 3,097
------------ ------------ -----------
Current Liabilities:
Accounts payable 300 0 (95)
Accounts payable to affiliated
companies 958 0 645
Accrued taxes 0 0 0
Other 3 0 0
------------ ------------ -----------
1,261 0 550
------------ ------------ -----------
Other Deferred Credits 204 0 13
------------ ------------ -----------
Total Capitalization and Liabilities $45,680 $0 $3,660
============ ============ ===========
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) Subsidiaries were sold on
October 21, 1997.
</TABLE>
<PAGE>F-34
CHARTER OAK ENERGY INCORPORATED
AND SUBSIDIARIES
Consolidating Balance Sheet (a)
Capitalization and Liabilities
December 31, 1997
(Thousands of Dollars)
<TABLE>
<CAPTION> COE
COE (UK) (Gencoe) COE
Corp. Corp. Argentina I
(b) (b) Corp.
-------- -------- ------------
<S> <C> <C> <C>
Capitalization:
Common stockholder's equity:
Common stock 0 0 0
Capital surplus, paid in 0 0 10
Retained earnings 0 0 0
-------- -------- ------------
Total common stockholder's equity 0 0 10
-------- -------- ------------
Total capitalization 0 0 10
-------- -------- ------------
Current Liabilities:
Accounts payable 0 0 0
Accounts payable to affiliated
companies 0 0 0
Accrued taxes 0 0 0
Other 0 0 0
-------- -------- ------------
0 0 0
-------- -------- ------------
Other Deferred Credits 0 0 0
-------- -------- ------------
Total Capitalization and Liabilities $0 $0 $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.
(b) Subsidiaries were sold on
October 21, 1997.
</TABLE>
<PAGE>F-34A
CHARTER OAK ENERGY INCORPORATED
AND SUBSIDIARIES
Consolidating Balance Sheet (a)
Capitalization and Liabilities
December 31, 1997
(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 3,434 15,512 54,490
Retained earnings (1,536) 514 (32,195)
------------ ----------- -------------
Total common stockholder's equity 1,898 16,026 22,295
------------ ----------- -------------
Total capitalization 1,898 16,026 22,295
------------ ----------- -------------
Current Liabilities:
Accounts payable 0 0 0
Accounts payable to affiliated
companies (6) 21 10
Accrued taxes 0 0 25
Other 0 0 0
------------ ----------- -------------
(6) 21 35
------------ ----------- -------------
Other Deferred Credits 0 0 0
------------ ----------- -------------
Total Capitalization and Liabilities $1,892 $16,047 $22,330
============ =========== =============
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) Subsidiaries were sold on
October 21, 1997.
</TABLE>
<PAGE>F-34B
CHARTER OAK ENERGY INCORPORATED
AND SUBSIDIARIES
Consolidating Balance Sheet (a)
Capitalization and Liabilities
December 31, 1997
(Thousands of Dollars)
<TABLE>
<CAPTION>
Eliminations Consolidated
------------ ------------
<S> <C> <C>
Capitalization:
Common stockholder's equity:
Common stock (0) 0
Capital surplus, paid in 92,620 102,344
Retained earnings (49,293) (58,129)
------------ ------------
Total common stockholder's equity 43,327 44,215
------------ ------------
Total capitalization 43,327 44,215
------------ ------------
Current Liabilities:
Accounts payable 0 205
Accounts payable to affiliated
companies 1,227 400
Accrued taxes 0 25
Other 0 3
------------ ------------
1,227 633
------------ ------------
Other Deferred Credits 0 217
------------ ------------
Total Capitalization and Liabilities $44,554 $45,065
============ ============
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) Subsidiaries were sold on
October 21, 1997.
</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, 1997
(Thousands of Dollars)
<TABLE>
<CAPTION>
Charter Oak COE
Charter Oak (Paris) Inc. Development
Energy, Inc. (b) Corporation
------------ ------------ -----------
<S> <C> <C> <C>
Operating Revenues 0 0 0
------------ ------------ -----------
Operating Expenses:
Operation 1,892 0 3,173
Maintenance 2 0 0
Depreciation 0 0 2
Federal and state income taxes (1,828) 162 (414)
Taxes other than income taxes 70 0 20
------------ ------------ -----------
Total operating expenses 136 162 2,781
------------ ------------ -----------
Operating Income (Loss) (136) (162) (2,781)
------------ ------------ -----------
Other Income:
Loss on sale of investments (3,344) 0 0
Reserve for the loss on sale of
COE Ave Fenix Invest. in Ave
Fenix Energia 0 0 0
Other, Net (36,504) 843 0
------------ ------------ -----------
Other income (loss), net (39,848) 843 0
------------ ------------ -----------
Income (loss) before
interest charges (39,984) 681 (2,781)
------------ ------------ -----------
Interest Charges 19 6 0
------------ ------------ -----------
Net Income (Loss) (40,003) 675 (2,781)
============ ============ ===========
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) Subsidiaries were sold on
October 21, 1997.
</TABLE>
<PAGE>F-36
CHARTER OAK ENERGY, INC.
AND SUBSIDIARIES
Consolidating Statement of Income (a)
Year Ended December 31, 1997
(Thousands of Dollars)
<TABLE>
<CAPTION>
COE
COE (UK) (Gencoe)
Corp. Corp. COE Argentina I
(b) (b) Corp.
----------- ----------- ---------------
<S> <C> <C> <C>
Operating Revenues 0 0 0
----------- ----------- ---------------
Operating Expenses:
Operation 19 0 0
Maintenance 0 0 0
Depreciation 894 0 0
Federal and state income taxes (83) 0 0
Taxes other than income taxes 0 0 0
----------- ----------- ---------------
Total operating expenses 830 0 0
----------- ----------- ---------------
Operating Income (Loss) (830) 0 0
----------- ----------- ---------------
Other Income:
Loss on sale of investments 0 0 0
Reserve for the loss on sale of
COE Ave Fenix Invest. in Ave
Fenix Energia 0 0 0
Other, Net 300 (94) 0
----------- ----------- ---------------
Other income (loss), net 300 (94) 0
----------- ----------- ---------------
Income (loss) before
interest charges (530) (94) 0
----------- ----------- ---------------
Interest Charges 0 39 0
----------- ----------- ---------------
Net Income (Loss) (530) (133) 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.
(b) Subsidiaries were sold on
October 21, 1997.
</TABLE>
<PAGE>F-36A
CHARTER OAK ENERGY, INC.
AND SUBSIDIARIES
Consolidating Statement of Income (a)
Year Ended December 31, 1997
(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 2,999 91 22
Maintenance 0 0 0
Depreciation 0 0 0
Federal and state income taxes (882) (52) (581)
Taxes other than income taxes 61 38 58
---------------- ----------- -------------
Total operating expenses 2,178 77 (501)
---------------- ----------- -------------
Operating Income (Loss) (2,178) (77) 501
---------------- ----------- -------------
Other Income:
Loss on sale of investments 0 0 0
Reserve for the loss on sale of
COE Ave Fenix Invest. in Ave
Fenix Energia 0 0 (25,000)
Other, Net (158) 592 (7,696)
---------------- ----------- -------------
Other income (loss), net (158) 592 (32,696)
---------------- ----------- -------------
Income (loss) before
interest charges (2,336) 515 (32,195)
---------------- ----------- -------------
Interest Charges 0 0 0
---------------- ----------- -------------
Net Income (Loss) (2,336) 515 (32,195)
================ =========== =============
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) Subsidiaries were sold on
October 21, 1997.
</TABLE>
<PAGE>F-36B
CHARTER OAK ENERGY, INC.
AND SUBSIDIARIES
Consolidating Statement of Income (a)
Year Ended December 31, 1997
(Thousands of Dollars)
<TABLE>
<CAPTION>
Eliminations Consolidated
------------ ------------
<S> <C> <C>
Operating Revenues 0 0
------------ ------------
Operating Expenses:
Operation 0 8,197
Maintenance 0 2
Depreciation 0 896
Federal and state income taxes 0 (3,678)
Taxes other than income taxes 0 247
------------ ------------
Total operating expenses 0 5,664
------------ ------------
Operating Income (Loss) 0 (5,664)
------------ ------------
Other Income:
Loss on sale of investments 0 (3,344)
Reserve for the loss on sale of
COE Ave Fenix Invest. in Ave
Fenix Energia (25,000)
Other, Net (36,747) (5,970)
------------ ------------
Other income (loss), net (36,747) (34,314)
------------ ------------
Income (loss) before
interest charges (36,747) (39,978)
------------ ------------
Interest Charges 38 25
------------ ------------
Net Income (Loss) (36,785) (40,003)
============ ============
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) Subsidiaries were sold on
October 21, 1997.
</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, 1997
(Thousands of Dollars)
<TABLE>
<CAPTION>
Charter Oak COE
Charter Oak (Paris) Inc. Development
Energy, Inc. (b) Corporation
------------ ------------ -----------
<S> <C> <C> <C>
Balance at beginning of period (18,126) 613 (13,295)
Addition: Net income (loss) (40,003) 675 (2,781)
------------ ------------ -----------
(58,129) 1,288 (16,076)
Deductions:
Common stock dividend declared:
$3,000 per share 0 300 0
Close out of retained earnings due
to sale of subsidiaries 0 988 0
------------ ------------ -----------
Balance at end of period (58,129) 0 (16,076)
============ ============ ===========
</TABLE>
CHARTER OAK ENERGY, INC.
AND SUBSIDIARIES
Consolidating Statement of
Capital Surplus, Paid In (a)
Year Ended December 31, 1997
(Thousands of Dollars)
<TABLE>
<CAPTION>
Charter Oak COE
Charter Oak (Paris) Inc. Development
Energy, Inc. (b) Corporation
------------ ------------ -----------
<S> <C> <C> <C>
Balance at beginning of period 87,651 1,899 21,480
Capital contributions from
Northeast Utilities 33,300 0 0
Charter Oak Energy, Inc. 0 0 (2,307)
Dividend declared on common shares:
$177,500.00 per share (17,750) 0 0
$154,000.00 per share 0 0 0
$17,500.00 per share 0 0 0
Currency translation adjustment (857) 0 0
Close out of capital surplus, paid in
due to sale of subsidiaries 0 (1,899) 0
------------ ------------ -----------
Balance at end of period 102,344 0 19,173
============ ============ ===========
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.
(b) Subsidiaries were sold on
October 21, 1997.
</TABLE>
<PAGE>F-38
CHARTER OAK ENERGY, INC.
AND SUBSIDIARIES
Consolidating Statement of
Retained Earnings (a)
Year Ended December 31, 1997
(Thousands of Dollars)
<TABLE>
<CAPTION> COE
COE (UK) (Gencoe)
Corp. Corp. COE Argentina I
(b) (b) Corp.
----------- ----------- ---------------
<S> <C> <C> <C>
Balance at beginning of period (863) (326) 0
Addition: Net income (loss) (530) (133) 0
----------- ----------- ---------------
(1,393) (459) 0
Deductions:
Common stock dividend declared:
$3,000 per share 0 0 0
Close out of retained earnings due
to sale of subsidiaries (1,393) (459) 0
----------- ----------- ---------------
Balance at end of period (0) (0) 0
=========== =========== ===============
</TABLE>
CHARTER OAK ENERGY, INC.
AND SUBSIDIARIES
Consolidating Statement of
Capital Surplus, Paid In (a)
Year Ended December 31, 1997
(Thousands of Dollars)
<TABLE>
<CAPTION> COE
COE (UK) (Gencoe)
Corp. Corp. COE Argentina I
(b) (b) Corp.
----------- ----------- ---------------
<S> <C> <C> <C>
Balance at beginning of period 5,262 271 10
Capital contributions from
Northeast Utilities 0 0 0
Charter Oak Energy, Inc. 10 0 0
Dividend declared on common shares:
$177,500.00 per share 0 0 0
$154,000.00 per share 0 0 0
$17,500.00 per share 0 0 0
Currency translation adjustment (495) (100) 0
Close out of capital surplus, paid in
due to sale of subsidiaries (4,777) (171) 0
----------- ----------- ---------------
Balance at end of period 0 0 10
=========== =========== ===============
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.
(b) Subsidiaries were sold on
October 21, 1997.
</TABLE>
<PAGE>F-38A
CHARTER OAK ENERGY, INC.
AND SUBSIDIARIES
Consolidating Statement of
Retained Earnings (a)
Year Ended December 31, 1997
(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 800 (1) 0
Addition: Net income (loss) (2,336) 515 (32,195)
---------------- ------------ -------------
(1,536) 514 (32,195)
Deductions:
Common stock dividend declared:
$3,000 per share 0 0 0
Close out of retained earnings due
to sale of subsidiaries 0 0 0
---------------- ------------ -------------
Balance at end of period (1,536) 514 (32,195)
================ ============ =============
</TABLE>
CHARTER OAK ENERGY, INC.
AND SUBSIDIARIES
Consolidating Statement of
Capital Surplus, Paid In (a)
Year Ended December 31, 1997
(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 18,834 17,115 18,385
Capital contributions from
Northeast Utilities 0 0 0
Charter Oak Energy, Inc. 0 147 36,105
Dividend declared on common shares:
$177,500.00 per share 0 0 0
$154,000.00 per share (15,400) 0 0
$17,500.00 per share 0 (1,750) 0
Currency translation adjustment 0 0 0
Close out of capital surplus, paid in
due to sale of subsidiaries 0 0 0
---------------- ------------ -------------
Balance at end of period 3,434 15,512 54,490
================ ============ =============
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.
(b) Subsidiaries were sold on
October 21, 1997.
</TABLE>
<PAGE>F-38B
CHARTER OAK ENERGY, INC.
AND SUBSIDIARIES
Consolidating Statement of
Retained Earnings (a)
Year Ended December 31, 1997
(Thousands of Dollars)
<TABLE>
<CAPTION>
Eliminations Consolidated
------------ ------------
<S> <C> <C>
Balance at beginning of period (13,073) (18,126)
Addition: Net income (loss) (36,785) (40,003)
------------ ------------
(49,858) (58,129)
Deductions:
Common stock dividend declared:
$3,000 per share 300 0
Close out of retained earnings due
to sale of subsidiaries (865) 0
------------ ------------
Balance at end of period (49,293) (58,129)
============ ============
</TABLE>
CHARTER OAK ENERGY, INC.
AND SUBSIDIARIES
Consolidating Statement of
Capital Surplus, Paid In (a)
Year Ended December 31, 1997
(Thousands of Dollars)
<TABLE>
<CAPTION>
Eliminations Consolidated
------------ ------------
<S> <C> <C>
Balance at beginning of period 83,258 87,651
Capital contributions from
Northeast Utilities 0 33,300
Charter Oak Energy, Inc. 33,955 0
Dividend declared on common shares:
$177,500.00 per share 0 (17,750)
$154,000.00 per share (15,400) 0
$17,500.00 per share (1,750) 0
Currency translation adjustment (594) (857)
Close out of capital surplus, paid in
due to sale of subsidiaries (6,849) 0
------------ ------------
Balance at end of period 92,620 102,344
============ ============
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.
(b) Subsidiaries were sold on
October 21, 1997.
</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, 1997
(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 $ (40,003) $ 675 $ (2,780)
Adjustments to reconcile to net cash
from operating activities:
Depreciation 0 0 2
Deferred income taxes (85) 0 0
Other sources of cash 434 23 5,317
Other uses of cash (58) (988) (229)
Changes in working capital:
Accounts receivable (579) 0 (805)
Accounts payable (284) 0 229
Accrued taxes (465) (275) 0
Other working capital (excludes cash) (20) 0 (270)
------------- -------------- ------------
Net cash flows used for operating activities (41,060) (565) 1,464
------------- -------------- ------------
Financing Activities:
Other paid in capital 14,693 (1,899) (2,308)
Cash dividends on common stock 0 (300) 0
------------- -------------- ------------
Net cash flows from/(used for) financing activities 14,693 (2,199) (2,308)
------------- -------------- ------------
Investment Activities:
Investment in plant:
Electric and other utility plant 3 0 (66)
Other investments 26,789 2,236 0
------------- -------------- ------------
Net cash flows (used for)/from investments 26,792 2,236 (66)
------------- -------------- ------------
Net increase/(decrease) in cash for the period 425 (528) (910)
Cash - beginning of period 76 528 910
------------- -------------- ------------
Cash - end of period $ 501 $ 0 $ 0
============= ============== ============
Supplemental Cash Flow Information
Cash (refunded)/paid during the year for:
Interest, net of amounts capitalized $ 0 $ 0 $ 0
============= ============== ============
Income taxes $ (76) $ 1 $ 590
============= ============== ============
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, 1997
(Thousands of Dollars)
<TABLE>
<CAPTION>
COE COE COE
(UK) (Gencoe) Argentina I
Corp. Corp. Corp.
------------ ------------ -------------
<S> <C> <C> <C>
Operating Activities:
Net (loss)/income $ (530) $ (133) $ 0
Adjustments to reconcile to net cash
from operating activities:
Depreciation 894 0 0
Deferred income taxes 0 0 0
Other sources of cash 2,033 460 0
Other uses of cash (898) (757) 0
Changes in working capital:
Accounts receivable 84 0 0
Accounts payable (534) (151) 0
Accrued taxes (488) (1) 0
Other working capital (excludes cash) 0 0 0
------------ ------------ -------------
Net cash flows used for operating activities 561 (582) 0
------------ ------------ -------------
Financing Activities:
Other paid in capital (5,263) (272) 0
Cash dividends on common stock 0 0 0
------------ ------------ -------------
Net cash flows from/(used for) financing activities (5,263) (272) 0
------------ ------------ -------------
Investment Activities:
Investment in plant:
Electric and other utility plant 0 0 0
Other investments 4,397 854 0
------------ ------------ -------------
Net cash flows (used for)/from investments 4,397 854 0
------------ ------------ -------------
Net increase/(decrease) in cash for the period (305) 0 0
Cash - beginning of period 305 0 10
------------ ------------ -------------
Cash - end of period $ 0 $ 0 $ 10
============ ============ =============
Supplemental Cash Flow Information
Cash (refunded)/paid during the year for:
Interest, net of amounts capitalized $ 0 $ 39 $ 0
============ ============ =============
Income taxes $ 148 $ 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, 1997
(Thousands of Dollars)
<TABLE>
<CAPTION>
COE
Argentina II COE COE
Corp. Tejona Fenix
------------- ------------- ------------
<S> <C> <C> <C>
Operating Activities:
Net (loss)/income $ (2,336) $ 515 $ (32,195)
Adjustments to reconcile to net cash
from operating activities:
Depreciation 0 0 0
Deferred income taxes 0 0 (552)
Other sources of cash 370 3,178 0
Other uses of cash 0 0 (4,342)
Changes in working capital:
Accounts receivable (816) (26) 0
Accounts payable (6) 21 10
Accrued taxes 0 0 25
Other working capital (excludes cash) 0 0 0
------------- ------------- ------------
Net cash flows used for operating activities (2,788) 3,688 (37,054)
------------- ------------- ------------
Financing Activities:
Other paid in capital (15,400) (1,603) 36,105
Cash dividends on common stock 0 0 0
------------- ------------- ------------
Net cash flows from/(used for) financing activities (15,400) (1,603) 36,105
------------- ------------- ------------
Investment Activities:
Investment in plant:
Electric and other utility plant 0 0 0
Other investments 18,204 (1,999) 959
------------- ------------- ------------
Net cash flows (used for)/from investments 18,204 (1,999) 959
------------- ------------- ------------
Net increase/(decrease) in cash for the period 16 86 10
Cash - beginning of period 987 8 19
------------- ------------- ------------
Cash - end of period $ 1,003 $ 94 $ 29
============= ============= ============
Supplemental Cash Flow Information
Cash (refunded)/paid during the year for:
Interest, net of amounts capitalized $ 0 $ 0 $ 0
============= ============= ============
Income taxes $ (6) $ 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, 1997
(Thousands of Dollars)
<TABLE>
<CAPTION>
Eliminations Consolidated
------------- -------------
<S> <C> <C>
Operating Activities:
Net (loss)/income $ (36,784) $ (40,003)
Adjustments to reconcile to net cash
from operating activities:
Depreciation 0 896
Deferred income taxes 0 (637)
Other sources of cash 6,195 5,622
Other uses of cash (6,114) (1,158)
Changes in working capital:
Accounts receivable 630 (2,772)
Accounts payable (630) (88)
Accrued taxes 0 (1,203)
Other working capital (excludes cash) 0 (290)
------------- -------------
Net cash flows used for operating activities (36,703) (39,633)
------------- -------------
Financing Activities:
Other paid in capital 9,360 14,693
Cash dividends on common stock (300) 0
------------- -------------
Net cash flows from/(used for) financing activities 9,060 14,693
------------- -------------
Investment Activities:
Investment in plant:
Electric and other utility plant 0 (63)
Other investments 27,643 23,797
------------- -------------
Net cash flows (used for)/from investments 27,643 23,734
------------- -------------
Net increase/(decrease) in cash for the period 0 (1,206)
Cash - beginning of period 0 2,843
------------- -------------
Cash - end of period $ 0 $ 1,637
============= =============
Supplemental Cash Flow Information
Cash (refunded)/paid during the year for:
Interest, net of amounts capitalized $ 39 $ 0
============= =============
Income taxes $ 0 $ 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 covered by auditors' report.
</TABLE>
HEC INC. AND SUBSIDIARIES
Consolidating Balance Sheet (a)
Assets
December 31, 1997
(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:
Other 4,085 5 49
Less: Accumulated provision for
depreciation 2,549 3 11
------------ ------------- ---------------
1,536 2 38
Construction work in progress 0 0 0
------------ ------------- ---------------
Total net utility plant 1,536 2 38
------------ ------------- ---------------
Other Property and Investments:
Investments in subsidiary companies,
at equity 46 0 0
------------ ------------- ---------------
Current Assets:
Cash 442 5 14
Receivables, net 3,175 0 14
Receivables from affiliated companies 618 0 0
Materials and supplies, at
average cost 26 0 0
Prepayments and other 121 0 4
------------ ------------- ---------------
4,382 5 32
------------ ------------- ---------------
Deferred Charges:
Other 1,922 0 252
------------ ------------- ---------------
Total Assets 7,886 7 322
============ ============= ===============
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, 1997
(Thousands of Dollars)
<TABLE>
<CAPTION>
HEC Energy
Consulting
Canada, Inc. Eliminations Consolidated
------------ ------------ ------------
<S> <C> <C> <C>
Utility Plant, at original cost:
Other 9 0 4,148
Less: Accumulated provision for
depreciation 6 0 2,569
------------ ------------ ------------
3 0 1,579
Construction work in progress 0 0 0
------------ ------------ ------------
Total net utility plant 3 0 1,579
------------ ------------ ------------
Other Property and Investments:
Investments in subsidiary companies,
at equity 0 46 0
------------ ------------ ------------
Current Assets:
Cash 50 0 511
Receivables, net 1 0 3,190
Receivables from affiliated companies 0 0 618
Materials and supplies, at
average cost 0 0 26
Prepayments and other 0 0 124
------------ ------------ ------------
51 0 4,469
------------ ------------ ------------
Deferred Charges:
Other 0 0 2,175
------------ ------------ ------------
Total Assets 54 46 8,223
============ ============ ============
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, 1997
(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 3,999 10 0
Retained earnings 113 (4) (224)
------------ ------------- ---------------
Total common stockholder's equity 4,112 6 26
Long-term debt 0 0 250
------------ ------------- ---------------
Total capitalization 4,112 6 276
------------ ------------- ---------------
Current Liabilities:
Notes payable to affiliated company 557 1 12
Accounts payable 1,975 0 21
Accounts payable to affiliated
companies 27 0 0
Accrued taxes 382 0 0
Other 525 0 13
------------ ------------- ---------------
3,466 1 46
------------ ------------- ---------------
Deferred Credits:
Accumulated deferred income taxes 308 0 0
------------ ------------- ---------------
Total Capitalization and Liabilities 7,886 7 322
============ ============= ===============
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, 1997
(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 3,999
Retained earnings 7 (221) 113
------------ ------------ ------------
Total common stockholder's equity 14 46 4,112
Long-term debt 0 0 250
------------ ------------ ------------
Total capitalization 14 46 4,362
------------ ------------ ------------
Current Liabilities:
Notes payable to affiliated company 30 0 600
Accounts payable 0 0 1,996
Accounts payable to affiliated
companies 0 0 27
Accrued taxes 0 0 382
Other 10 0 548
------------ ------------ ------------
40 0 3,553
------------ ------------ ------------
Deferred Credits:
Accumulated deferred income taxes 0 0 308
------------ ------------ ------------
Total Capitalization and Liabilities 54 46 8,223
============ ============ ============
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)<F1>
Year Ended December 31, 1997
(Thousands of Dollars)
<TABLE>
<CAPTION>
HEC Southwest
International HEC Energy
HEC Inc. Corporation Services L.L.C.
------------ ------------- ---------------
<S> <C> <C> <C>
Operating Revenues 36,449 0 1,377
------------ ------------- ---------------
Operating Expenses:
Operation 35,256 0 1,362
Maintenance 37 0 2
Depreciation 430 1 7
Federal and state income taxes 200 0 0
Taxes other than income taxes 307 0 20
------------ ------------- ---------------
Total operating expenses 36,230 1 1,391
------------ ------------- ---------------
Operating Income (Loss) 219 (1) (14)
------------ ------------- ---------------
Other Income (Loss) 107 0 4
------------ ------------- ---------------
Income (loss) before interest charges 326 (1) (10)
------------ ------------- ---------------
Interest Charges 17 0 18
------------ ------------- ---------------
Net Income (Loss) 309 (1) (28)
============ ============= ===============
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)<F1>
Year Ended December 31, 1997
(Thousands of Dollars)
<TABLE>
<CAPTION>
HEC Energy
Consulting
Canada, Inc. Eliminations Consolidated
------------ ------------ ------------
<S> <C> <C> <C>
Operating Revenues 23 58 37,792
------------ ------------ ------------
Operating Expenses:
Operation 31 58 36,590
Maintenance 0 0 40
Depreciation 2 0 440
Federal and state income taxes 0 0 200
Taxes other than income taxes 0 0 327
------------ ------------ ------------
Total operating expenses 33 58 37,597
------------ ------------ ------------
Operating Income (Loss) (10) 0 195
------------ ------------ ------------
Other Income (Loss) 0 (38) 149
------------ ------------ ------------
Income (loss) before interest charges (10) (38) 344
------------ ------------ ------------
Interest Charges 0 0 35
------------ ------------ ------------
Net Income (Loss) (10) (38) 309
============ ============ ============
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, 1997
(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 (196) (3) (196)
Addition: Net income (loss) 309 (1) (28)
------------ ------------- ---------------
Balance at end of period 113 (4) (224)
============ ============= ===============
</TABLE>
HEC INC AND SUBSIDIARIES
Consolidating Statement of
Capital Surplus, Paid In (a)
Year Ended December 31, 1997
(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 4,000 10 0
Currency translation adjustment (1) 0 0
------------ ------------- ---------------
Balance at end of period 3,999 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, 1997
(Thousands of Dollars)
<TABLE>
<CAPTION>
HEC Energy
Consulting
Canada, Inc. Eliminations Consolidated
------------ ------------ ------------
<S> <C> <C> <C>
Balance at beginning of period 17 (183) (196)
Addition: Net income (loss) (10) (38) 309
------------ ------------ ------------
Balance at end of period 7 (221) 113
============ ============ ============
</TABLE>
HEC INC AND SUBSIDIARIES
Consolidating Statement of
Capital Surplus, Paid In (a)
Year Ended December 31, 1997
(Thousands of Dollars)
<TABLE>
<CAPTION>
HEC Energy
Consulting
Canada, Inc. Eliminations Consolidated
------------ ------------ ------------
<S> <C> <C> <C>
Balance at beginning of period 7 17 4,000
Currency translation adjustment 0 0 (1)
------------ ------------ ------------
Balance at end of period 7 17 3,999
============ ============ ============
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, 1997
(Thousands of Dollars)
<TABLE>
<CAPTION>
HEC Southwest
International HEC Energy
HEC Inc. Corporation Services LLC
----------- ------------- ------------
<S> <C> <C> <C>
Operating Activities:
Net income/(loss) $ 309 $ (1) $ (28)
Adjustments to reconcile to net cash
from operating activities:
Depreciation 430 1 7
Deferred income taxes and investment tax credits, net 11 0 0
Other sources of cash 408 0 226
Other uses of cash (121) 0 (26)
Changes in working capital:
Receivables and accrued utility revenues 1,492 0 44
Fuel, materials, and supplies 37 0 0
Accounts payable (2,517) (1) (368)
Accrued taxes 310 0 0
Other working capital (excludes cash) (783) 0 (3)
----------- ------------- ------------
Net cash flows from/(used for) operating activities (424) (1) (148)
----------- ------------- ------------
Financing Activities:
Net increase in short-term debt 82 1 12
----------- ------------- ------------
Net cash flows (used for) from financing activities 82 1 12
----------- ------------- ------------
Investment Activities:
Investment in plant:
Electric utility plant (157) 0 0
----------- ------------- ------------
Net cash flows used for investments in plant (157) 0 0
Investment in subsidiaries 39 0 0
----------- ------------- ------------
Net cash flows used for investments (118) 0 0
----------- ------------- ------------
Net (decrease)/increase in cash for the period (460) 0 (136)
Cash - beginning of period 902 5 150
----------- ------------- ------------
Cash - end of period $ 442 $ 5 $ 14
=========== ============= ============
Supplemental Cash Flow Information
Cash paid/(refunded) during the year for:
Interest, net of amounts capitalized $ 17 $ 0 $ 0
=========== ============= ============
Income taxes $ (15) $ 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, 1997
(Thousands of Dollars)
<TABLE>
<CAPTION>
HEC Energy
Consulting
Canada, Inc. Eliminations Consolidated
------------ ------------ ------------
<S> <C> <C> <C>
Operating Activities:
Net income/(loss) $ (10) $ (38) $ 309
Adjustments to reconcile to net cash
from operating activities:
Depreciation 2 0 440
Deferred income taxes and investment tax credits, net 0 0 11
Other sources of cash 0 0 634
Other uses of cash (17) 0 (164)
Changes in working capital:
Receivables and accrued utility revenues 70 88 1,518
Fuel, materials, and supplies 0 0 37
Accounts payable 0 (89) (2,799)
Accrued taxes 0 0 310
Other working capital (excludes cash) (28) 0 (812)
------------ ------------ ------------
Net cash flows from/(used for) operating activities 17 (39) (516)
------------ ------------ ------------
Financing Activities:
Net increase in short-term debt 30 0 125
------------ ------------ ------------
Net cash flows (used for) from financing activities 30 0 125
------------ ------------ ------------
Investment Activities:
Investment in plant:
Electric utility plant 0 0 (157)
------------ ------------ ------------
Net cash flows used for investments in plant 0 0 (157)
Investment in subsidiaries 0 39 0
------------ ------------ ------------
Net cash flows used for investments 0 39 (157)
------------ ------------ ------------
Net (decrease)/increase in cash for the period 47 0 (548)
Cash - beginning of period 3 0 1,059
------------ ------------ ------------
Cash - end of period $ 50 $ 0 $ 511
============ ============ ============
Supplemental Cash Flow Information
Cash paid/(refunded) during the year for:
Interest, net of amounts capitalized $ 0 $ 0 $ 17
============ ============ ============
Income taxes $ 0 $ 0 $ (15)
============ ============ ============
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>
WESTERN MASSACHUSETTS ELECTRIC COMPANY
AND SUBSIDIARY
Consolidating Balance Sheet (a)
Assets
December 31, 1997
(Thousands of Dollars)
<TABLE>
<CAPTION>
Western
Massachusetts WMECO
Electric Receivables
Company Corporation Eliminations Consolidated
------------- ----------- ------------ ------------
<S> <C> <C> <C> <C>
Utility Plant, at cost:
Electric 1,284,288 0 0 1,284,288
Less: Accumulated provision for
depreciation 559,119 0 0 559,119
------------- ----------- ------------ ------------
725,169 0 0 725,169
Unamortized acquisition costs 0 0 0 0
Construction work in progress 19,038 0 0 19,038
Nuclear fuel, net 30,907 0 0 30,907
------------- ----------- ------------ ------------
Total net utility plant 775,114 0 0 775,114
------------- ----------- ------------ ------------
Other Property and Investments:
Nuclear decommissioning trusts,
at market 102,708 0 0 102,708
Investments in regional nuclear
generating companies, at equity 15,741 0 0 15,741
Investments in subsidiary companies,
at equity (585) 0 (585) 0
Other, at cost 4,900 0 0 4,900
------------- ----------- ------------ ------------
122,764 0 (585) 123,349
------------- ----------- ------------ ------------
Current Assets:
Cash and special deposits 51 53 0 105
Investments in securitizable assets 26,203 45,280 46,203 25,280
Receivables, net 2,739 0 0 2,739
Accounts receivable from affiliated
companies 4,113 0 179 3,933
Taxes receivable 10,304 464 0 10,768
Fuel, materials, and supplies,
at average cost 5,860 0 0 5,860
Prepayments and other 14,945 0 0 14,945
------------- ----------- ------------ ------------
64,215 45,797 46,382 63,630
------------- ----------- ------------ ------------
Deferred Charges:
Regulatory assets 211,377 0 0 211,377
Unamortized debt expense 2,695 0 0 2,695
Other 2,963 0 0 2,963
------------- ----------- ------------ ------------
217,035 0 0 217,035
------------- ----------- ------------ ------------
Total Assets 1,179,128 45,797 45,797 1,179,128
============= =========== ============ ============
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-47
WESTERN MASSACHUSETTS ELECTRIC COMPANY
AND SUBSIDIARY
Consolidating Balance Sheet (a)
Capitalization and Liabilities
December 31, 1997
(Thousands of Dollars)
<TABLE>
<CAPTION>
Western
Massachusetts WMECO
Electric Receivables
Company Corporation Eliminations Consolidated
------------- ----------- ------------ ------------
<S> <C> <C> <C> <C>
Capitalization:
Common stockholder's equity:
Common stock 26,812 0 0 26,812
Capital surplus, paid in 151,171 13,666 13,666 151,171
Retained earnings 50,225 (645) (645) 50,225
------------- ----------- ------------ ------------
Total common stockholder's equity 228,208 13,021 13,021 228,208
Preferred stock not subject to mandatory
redemption 20,000 0 0 20,000
Preferred stock subject to mandatory
redemption 19,500 0 0 19,500
Long-term debt 386,849 0 0 386,849
------------- ----------- ------------ ------------
Total capitalization 654,557 13,021 13,021 654,557
------------- ----------- ------------ ------------
Obligations Under Capital Leases 217 0 0 217
------------- ----------- ------------ ------------
Current Liabilities:
Notes payable to banks 15,000 20,000 20,000 15,000
Notes payable to affiliated companies 14,350 0 0 14,350
Long-term debt and preferred stock--
current portion 11,300 0 0 11,300
Obligations under capital leases--
current portion 32,670 0 0 32,670
Accounts payable 30,571 0 0 30,571
Accounts payable to affiliated
companies 21,209 12,776 12,776 21,209
Accrued taxes 522 0 0 522
Accrued interest 3,318 0 0 3,318
Nuclear compliance 13,800 0 0 13,800
Other 2,446 0 0 2,446
------------- ----------- ------------ ------------
145,186 32,776 32,776 145,186
------------- ----------- ------------ ------------
Deferred Credits:
Accumulated deferred income taxes 241,036 0 0 241,036
Accumulated deferred investment
tax credits 23,364 0 0 23,364
Deferred contractual obligations 93,628 0 0 93,628
Other 21,140 0 0 21,140
------------- ----------- ------------ ------------
379,168 0 0 379,168
------------- ----------- ------------ ------------
Total Capitalization and Liabilities 1,179,128 45,797 45,797 1,179,128
============= =========== ============ ============
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-48
WESTERN MASSACHUSETTS ELECTRIC COMPANY
AND SUBSIDIARY
Consolidating Statement of Income (a)
Year Ended December 31, 1997
(Thousands of Dollars)
<TABLE>
<CAPTION>
Western
Massachusetts WMECO
Electric Receivables
Company Corporation Eliminations Consolidated
------------- ----------- ------------ ------------
<S> <C> <C> <C> <C>
Operating Revenues 426,447 0 0 426,447
------------- ----------- ------------ ------------
Operating Expenses:
Operation--
Fuel, purchased and net interchange
power 140,976 0 0 140,976
Other 155,393 186 179 155,399
Maintenance 81,466 0 0 81,466
Depreciation 39,753 0 0 39,753
Amortization of regulatory assets, net 6,428 0 0 6,428
Federal and state income taxes (15,462) (464) 0 (15,926)
Taxes other than income taxes 19,316 0 0 19,316
------------- ----------- ------------ ------------
Total operating expenses 427,870 (278) 179 427,412
------------- ----------- ------------ ------------
Operating Income (Loss) (1,423) 278 (179) (965)
------------- ----------- ------------ ------------
Other Income:
Deferred nuclear plants return--
other funds (2) 0 0 (2)
Equity in earnings of regional nuclear
generating companies 1,524 0 0 1,524
Other, net (646) 0 457 (1,104)
Income taxes--credit 1,026 0 0 1,026
------------- ----------- ------------ ------------
Other income, net 1,902 0 457 1,444
------------- ----------- ------------ ------------
Income before interest charges 479 278 278 479
------------- ----------- ------------ ------------
Interest Charges:
Interest on long-term debt 26,046 0 0 26,046
Other interest 3,176 923 923 3,176
Deferred nuclear plants return--
borrowed funds (67) 0 0 (67)
------------- ----------- ------------ ------------
Interest charges, net 29,155 923 923 29,155
------------- ----------- ------------ ------------
Net Loss (28,676) (645) (645) (28,676)
============= =========== ============ ============
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-49
WESTERN MASSACHUSETTS ELECTRIC COMPANY
AND SUBSIDIARY
Consolidating Statement of Retained Earnings (a)
Year Ended December 31, 1997
(Thousands of Dollars)
<TABLE>
<CAPTION>
Western
Massachusetts WMECO
Electric Receivables
Company Corporation Eliminations Consolidated
------------- ----------- ------------ ------------
<S> <C> <C> <C> <C>
Balance at beginning of period 97,045 0 0 97,045
Addition: Net loss (28,676) (645) (645) (28,676)
------------- ----------- ------------ ------------
68,369 (645) (645) 68,369
Deductions:
Dividends declared:
Preferred Stock 3,140 0 0 3,140
Common stock $13.99 per share 15,004 0 0 15,004
------------- ----------- ------------ ------------
Total deductions 18,144 0 0 18,144
------------- ----------- ------------ ------------
Balance at end of period 50,225 (645) (645) 50,225
============= =========== ============ ============
</TABLE>
WESTERN MASSACHUSETTS ELECTRIC COMPANY
AND SUBSIDIARY
Consolidating Statement of Capital Surplus, Paid In (a)
Year Ended December 31, 1997
(Thousands of Dollars)
<TABLE>
<CAPTION>
Western
Massachusetts WMECO
Electric Receivables
Company Corporation Eliminations Consolidated
------------- ----------- ------------ ------------
<S> <C> <C> <C> <C>
Balance at beginning of period 150,911 0 0 150,911
Premium on capital stock 0 60 60 0
Capital contribution from Western
Massachusetts Electric Company 0 13,606 13,606 0
Capital stock expenses, net 260 0 0 260
------------- ----------- ------------ ------------
Balance at end of period 151,171 13,666 13,666 151,171
============= =========== ============ ============
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-50
WESTERN MASSACHUSETTS ELECTRIC COMPANY AND SUBSIDIARY
Consolidating Statement of Cash Flows (a)
Year Ended December 31, 1997
(Thousands of Dollars)
<TABLE>
<CAPTION>
Western
Massachusetts WMECO
Electric Receivables
Company Corporation
--------------- ------------
<S> <C> <C>
Operating Activities:
Net (loss) $ (28,676) $ (645)
Adjustments to reconcile to net cash
from operating activities:
Depreciation 39,753 0
Deferred income taxes and investment tax credits, net (2,040) 0
Recoverable energy costs, net of amortization (8,184) 0
Amortization of nuclear refueling outage, net of deferrals 8,819 0
Other sources of cash 27,804 13,666
Other uses of cash (21,213) 0
Changes in working capital:
Receivables and accrued utility revenues 29,235 0
Fuel, materials, and supplies (543) 0
Accounts payable 4,826 12,776
Accrued taxes (2,137) 0
Sale of receivables and accrued utility revenues 20,000 0
Investment in securitizable assets (26,203) (45,280)
Nuclear compliance, net 2,000 0
Other working capital (excludes cash) (16,418) (464)
--------------- -----------
Net cash flows from/(used for) operating activities 27,023 (19,947)
--------------- -----------
Financing Activities:
Issuance of long-term debt 60,000 0
Net increase in short-term debt (18,050) 20,000
Reacquisitions and retirements of long-term debt (14,700) 0
Cash dividends on preferred stock (3,140) 0
Cash dividends on common stock (15,004) 0
--------------- -----------
Net cash flows from financing activities 9,106 20,000
--------------- -----------
Investment Activities:
Investment in plant:
Electric utility plant (26,249) 0
Nuclear fuel (8) 0
--------------- -----------
Net cash flows used for investments in plant (26,257) 0
Investment in nuclear decommissioning trusts (9,645) 0
Other investment activities, net (242) 0
--------------- -----------
Net cash flows (used for)/from investments (36,144) 0
--------------- -----------
Net (decrease)/increase in cash for the period (15) 53
Cash - beginning of period 67 0
--------------- -----------
Cash - end of period $ 52 53
=============== ===========
Supplemental Cash Flow Information
Cash paid/(refunded) during the year for:
Interest, net of amounts capitalized $ 28,711 923
=============== ===========
Income taxes $ (1,121) 0
=============== ===========
Increase in obligations:
Niantic Bay Fuel Trust and other capital leases $ 660 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>
WESTERN MASSACHUSETTS ELECTRIC COMPANY AND SUBSIDIARY
Consolidating Statement of Cash Flows (a)
Year Ended December 31, 1997
(Thousands of Dollars)
<TABLE>
<CAPTION>
Eliminations Consolidated
------------- -------------
<S> <C> <C>
Operating Activities:
Net (loss) $ (645) $ (28,676)
Adjustments to reconcile to net cash
from operating activities:
Depreciation 0 39,753
Deferred income taxes and investment tax credits, net 0 (2,040)
Recoverable energy costs, net of amortization 0 (8,184)
Amortization of nuclear refueling outage, net of deferrals 0 8,819
Other sources of cash 13,666 27,804
Other uses of cash 2 (21,215)
Changes in working capital:
Receivables and accrued utility revenues (180) 29,415
Fuel, materials, and supplies 0 (543)
Accounts payable 12,776 4,826
Accrued taxes 0 (2,137)
Sale of receivables and accrued utility revenues 0 20,000
Investment in securitizable assets (46,203) (25,280)
Nuclear compliance, net 0 2,000
Other working capital (excludes cash) 0 (16,882)
------------- -------------
Net cash flows from/(used for) operating activities (20,584) 27,660
------------- -------------
Financing Activities:
Issuance of long-term debt 0 60,000
Net increase in short-term debt 20,000 (18,050)
Reacquisitions and retirements of long-term debt 0 (14,700)
Cash dividends on preferred stock 0 (3,140)
Cash dividends on common stock 0 (15,004)
------------- -------------
Net cash flows from financing activities 20,000 9,106
------------- -------------
Investment Activities:
Investment in plant:
Electric utility plant 0 (26,249)
Nuclear fuel 0 (8)
------------- -------------
Net cash flows used for investments in plant 0 (26,257)
Investment in nuclear decommissioning trusts 0 (9,645)
Other investment activities, net 584 (826)
------------- -------------
Net cash flows (used for)/from investments 584 (36,728)
------------- -------------
Net (decrease)/increase in cash for the period 0 38
Cash - beginning of period 0 67
------------- -------------
Cash - end of period $ 0 $ 105
============= =============
Supplemental Cash Flow Information
Cash paid/(refunded) during the year for:
Interest, net of amounts capitalized $ 923 $ 28,711
============= =============
Income taxes $ 0 $ (1,121)
============= =============
Increase in obligations:
Niantic Bay Fuel Trust and other capital leases $ 0 $ 660
============= =============
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>
NOTES TO FINANCIAL STATEMENTS
NU Reference is made to "Notes to Consolidated Financial Statements"
contained on pages 31 through 50 in NU's 1997 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 40 in CL&P's 1997 Annual Report, which
information is incorporated herein by reference.
PSNH Reference is made to "Notes to Financial Statements" contained on
pages 7 through 39 in PSNH's 1997 Annual Report, which information is
incorporated herein by reference.
WMECO Reference is made to "Notes to Consolidated Financial Statements"
contained on pages 7 through 37 in WMECO's 1997 Annual Report, which
information is incorporated herein by reference.
NAEC Reference is made to "Notes to Financial Statements" contained on
pages 7 through 23 in NAEC's 1997 Annual Report, which information is
incorporated herein by reference.
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 1997 Annual Report on Form 10-K for NU.(File No. 1-5324)
A.1.2 1997 Annual Report on Form 10-K for CL&P.(File No. 0-11419)
A.1.3 1997 Annual Report on Form 10-K for PSNH.(File No. 1-6392)
A.1.4 1997 Annual Report on Form 10-K for WMECO.(File No.0-7624)
A.1.5 1997 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 1997 Annual Report to Shareholders of Connecticut Yankee
Atomic Power Company.
*# A.2.2 1997 FERC Form 1 of Connecticut Yankee Atomic Power
Company.
A.2.3 1997 Annual Report to Shareholders of Maine Yankee
Atomic Power Company. (Exhibit A.2.a, 1997 New England
Electric System (NEES) U5S, File No. 30-33)
A.2.4 1997 FERC Form 1 of Maine Yankee Atomic Power Company.
(Exhibit A.2.b, 1997 NEES U5S, File No. 30-33)
A.2.5 1997 Annual Report to Shareholders of Vermont Yankee
Nuclear Power Corporation. (Exhibit A.7.a, 1997 NEES
U5S, File No. 30-33)
A.2.6 1997 FERC Form 1 of Vermont Yankee Nuclear Power
Corporation. (Exhibit A.7.b, 1997 NEES U5S, File
No.30-33)
A.2.7 1997 Annual Report to Shareholders of Yankee Atomic
Electric Company. (Exhibit A.8.a, 1997 NEES
U5S, File No. 30-33)
A.2.8 1997 FERC Form 1 of Yankee Atomic Electric Company.
(Exhibit A.8.b, 1997 NEES U5S, File No. 30-33)
*# A.2.9 1997 Annual Report to Shareholders of New England
Hydro-Transmission Electric Company, Inc.
*# A.2.10 1997 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 3.1.1, 1988 NU Form 10-K, File No. 1-
5324)
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 Certificate of Amendment to Certificate of
Incorporation of CL&P, dated April 27, 1998.
B.2.4 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.
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 11, 1998.
(Exhibit 3.4.2, 1996 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 Articles of Organization of The Quinnehtuk Company
dated December 14, 1928 and Articles of Amendment dated
December 18, 1930.
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
February 11, 1998.
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. (Exhibit B.7.2, 1996 NU
Form U5S, File No. 30-246)
* B.7.3 Certificate of Amendment to Certificate of
Incorporation of the Rocky River Realty Company,
dated April 27, 1998.
* B.7.4 By-laws of The Rocky River Realty Company, as
amended to February 11, 1998.
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. (Exhibit B.8.2, 1996 NU Form
U5S, File No. 30-246)
* B.8.3 Certificate of Amendment to Certificate of
Incorporation of Research Park, Inc., dated April
27, 1998.
* B.8.4 By-laws of Research Park, Inc., as amended to February
11, 1998.
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. (Exhibit
B.9.2, 1996 NU Form U5S, File No. 30-246)
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. (Exhibit B.10.3, 1996 NU
Form U5S, File No. 30-246)
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. (Exhibit B.11.2, 1996 NU Form
U5S, File No. 30-246)
B.11.3 By-laws of The Nutmeg Power Company as amended to
January 1, 1997. (Exhibit B.11.3, 1996 NU Form U5S,
File No. 30-246)
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. (Exhibit B.12.2, 1996 NU
Form U5S, File No. 30-246)
B.12.3 By-laws of The Connecticut Steam Company, as amended to
January 1, 1997. (Exhibit B.12.3, 1996 NU Form U5S,
File No. 30-246)
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. (Exhibit
B.13.2, 1996 NU Form U5S, File No. 30-246)
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 February 11, 1998.
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 February 11, 1998.
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. (Exhibit B.16.2,
1996 NU Form U5S, File No. 30-246)
* B.16.3 Certificate of Amendment to Certificate of
Incorporation of Northeast Utilities Service
Company, dated April 27, 1998.
B.16.4 By-laws of Northeast Utilities Service Company as
amended to January 1, 1997. (Exhibit B.16.3, 1996 NU
Form U5S, File No. 30-246)
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. (Exhibit B.17.2,
1996 NU Form U5S, File No. 30-246)
* B.17.3 Certificate of Amendment to Certificate of
Incorporation of Northeast Nuclear Energy Company,
dated April 27, 1998.
* B.17.4 By-laws of Northeast Nuclear Energy Company, as
amended to February 11, 1998.
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; and 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. (Exhibit B.22.2,
1996 NU Form U5S, File No. 30-246)
B.22.3 By-laws of Connecticut Yankee Atomic Power Company,
as amended to January 1, 1997. (Exhibit B.22.3, 1996
NU Form U5S, File No. 30-246)
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. (Exhibit B.25.2, 1996 NU
Form U5S, File No. 30-246)
* B.25.3 Certificate of Amendment to Certificate of
Incorporation of Charter Oak Energy Inc., dated
April 27, 1998.
B.25.4 By-laws of Charter Oak Energy, Inc., as amended to
January 1, 1997. (Exhibit B.25.3, 1996 NU Form U5S,
File No. 30-246)
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. (Exhibit B.26.2,
1996 NU Form U5S, File No. 30-246)
B.26.3 By-laws of Charter Oak (Paris) Inc., as amended
to January 1, 1997. (Exhibit B.26.3, 1996 NU Form
U5S, File No. 30-246)
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. (Exhibit B.27.2, 1996 NU
Form U5S, File No. 30-246)
* B.27.3 Certificate of Amendment to Certificate of
Incorporation of COE Development Corporation, dated
April 27, 1998.
B.27.4 By-laws of COE Development Corporation, as amended
to January 1, 1997. (Exhibit B.27.3, 1996 NU Form
U5S, File No. 30-246)
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. (Exhibit B.28.2, 1996 NU Form U5S, File No.
30-246)
B.28.3 By-laws of COE (UK) Corp., as amended to January 1,
1997. (Exhibit B.28.3, 1996 NU Form U5S, File No.
30-246)
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. (Exhibit B.30.2, 1996 NU
Form U5S, File No. 30-246)
* B.30.3 Certificate of Dissolution of COE Argentina I Corp.,
effective on December 29, 1997.
B.30.4 By-laws of COE Argentina I Corp., as amended
to January 1, 1997. (Exhibit B.30.3, 1996 NU Form
U5S, File No. 30-246)
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. (Exhibit B.31.2, 1996 NU Form
U5S, File No. 30-246)
* B.31.3 Certificate of Amendment to Certificate of
Incorporation of COE Argentina II Corp.,
dated April 27, 1998.
B.31.4 By-laws of COE Argentina II Corp., as amended to
January 1, 1997. (Exhibit B.31.3, 1996 NU Form U5S,
File No. 30-246)
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. (Exhibit B.32.2, 1996 NU
Form U5S, File No. 30-246)
* B.32.3 Certificate of Amendment to Certificate of
Incorporation of COE Ave Fenix Corporation, dated
April 27, 1998.
B.32.4 By-laws of COE Ave Fenix Corporation, as amended
to January 1, 1997. (Exhibit B.32.4, 1996 NU
Form U5S, File No. 30-246)
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. (Exhibit B.33.2,
1996 NU Form U5S, File No. 30-246)
B.33.3 By-laws of COE Tejona Corporation, as amended
to January 1, 1997. (Exhibit B.33.3, 1996 NU Form
U5S, File No. 30-246)
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. dated March 26, 1996.
(Exhibit B.39.1, 1996 NU Form U5S, File No. 30-246)
B.39.2 Certificates of Amendment to Certificate of
Incorporation of Mode 1 Communications, Inc.,
dated December 26, 1996 and February 4, 1997.
(Exhibit B.39.2, 1996 NU Form U5S, File No. 30-246)
* B.39.3 Certificate of Amendment to Certificate of
Incorporation of Mode l Communications, Inc., dated
April 27, 1998.
B.39.4 By-laws of Mode 1 Communications, Inc., as amended
to January 1, 1997. (Exhibit B.39.4, 1996 NU Form
U5S, File No. 30-246)
B.40 Select Energy, Inc.
B.40.1 Certificate of Incorporation of Select Energy, Inc.
dated September 26, 1996. (Exhibit B.40.1, 1996 NU
Form U5S, File No. 30-246)
B.40.2 Certificates of Amendment to Certificate of
Incorporation of Select Energy, Inc., dated
December 26, 1996 and April 25, 1997.
(Exhibit B.40.2, 1996 NU Form U5S, File No. 30-246)
* B.40.3 Certificate of Amendment to Certificate of
Incorporation of Select Energy, Inc., dated April
27, 1998.
* B.40.4 By-laws of Select Energy, Inc., as amended to
May 12, 1997.
B.41 CL&P Receivables Corporation
* B.41.1 Certificate of Incorporation of CL&P Receivables
Corporation, dated September 5, 1997.
* B.41.2 Bylaws of CL&P Receivables Corporation, dated
September 12, 1997.
B.42 WMECO Recievables Corporation
* B.42.1 Certificate of Incorporation of WMECO Receivables
Corporation, dated May 6, 1997.
* B.42.2 Bylaws of WMECO Receivables Corporation, dated
September 12, 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 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.1.5 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.1.6 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.1.7 First Amendment and Waiver dated as of May 30, 1997
to Credit Agreement dated as of November 21, 1996
among NU, CL&P, WMECO, and the Co-Agents and Banks
named therein. (Exhibit B.4(a) (Execution Copy),
File No. 70-8875)
C.1.8 Credit Agreement dated as of February 10, 1998 among
NU, the Lenders named therein, and Toronto Dominion
(Texas), Inc., as Administrative Agent, TD
Securities (USA) Inc., as Arranger. (Exhibit B.9
(Execution Copy), 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 December 1, 1969. (Exhibit 4.20, File No. 2-60806)
C.2.3 June 30, 1982. (Exhibit 4.33, File No. 2-79235)
C.2.4 December 1, 1989. (Exhibit 4.1.26, 1989 NU Form
10-K, File No. 1-5324)
C.2.5 July 1, 1992. (Exhibit 4.31, File No. 33-59430)
C.2.6 July 1, 1993. (Exhibit A.10(b), File No. 70-8249)
C.2.7 July 1, 1993. (Exhibit A.10(b), File No. 70-8249)
C.2.8 December 1, 1993. (Exhibit 4.2.14, 1993 NU Form
10-K, File No. 1-5324)
C.2.9 February 1, 1994. (Exhibit 4.2.15, 1993 NU Form
10-K, File No. 1-5324)
C.2.10 February 1, 1994. (Exhibit 4.2.16, 1993 NU Form
10-K, File No. 1-5324)
C.2.11 June 1, 1994. (Exhibit 4.2.15, 1994 NU Form
10-K, File No. 1-5324)
C.2.12 October 1, 1994. (Exhibit 4.2.16, 1994 NU Form
10-K, File No. 1-5324)
C.2.13 June 1, 1996. (Exhibit 4.2.16, 1996 NU Form
10-K, File No. 1-5324)
C.2.14 January 1, 1997. (Exhibit 4.2.17, 1996 NU Form
10-K, File No. 1-5324)
C.2.15 May 1, 1997. (Exhibit 4.19, File No. 333-30911)
C.2.16 June 1, 1997. (Exhibit 4.20, File No. 333-30911)
C.2.17 June 1, 1997. (Exhibit 4.2.17, 1997 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 4.2.17.2,
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 Trustee, dated January 23, 1997.
(Exhibit 4.2.24.2, 1996 NU Form 10-K, File
No. 1-5324)
C.2.24.3 Amendment No. 1, dated January 21, 1998,
to the Standby Bond Purchase Agreement,
dated January 23, 1997.
C.2.24.4 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 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 (Execution
Copy), File No. 70-8451)
C.2.26 Indenture between CL&P and Bankers Trust Company,
Trustee (Series A Subordinated Debentures), dated as of
January 1, 1995 (MIPS). (Exhibit B.1 (Execution Copy),
File No. 70-8451)
C.2.27 Payment and Guaranty Agreement of CL&P dated as of
January 23, 1995 (MIPS). (Exhibit B.3 (Execution
Copy), File No. 70-8451)
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.3.1.1 Tenth Supplemental Indenture dated as
of May 1, 1991 between PSNH and First Fidelity
Bank, National Association. (Exhibit 4.1, PSNH
Current Report on Form 8-K dated February 10,
1992, File No. 1-6392)
C.3.2 Revolving Credit Agreement, dated as of May 1, 1991
(includes a collateral mortgage). (Exhibit 4.12,
PSNH Current Report on Form 8-K, File No. 1-6392)
C.3.2.1 Amended and Restated Revolving Credit
Agreement dated as of April 1, 1996
(includes amendments to collateral
mortgage). (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 on Form 8-K dated February 10, 1992,
File No. 1-6392)
C.3.7.1 First Supplement to Series E (Tax
Exempt Refunding 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 October 1, 1954. (Exhibit 4.2, File No. 33-51185)
C.4.3 March 1, 1967. (Exhibit 4.4.3, 1997 NU Form 10-K,
File No. 1-5324)
C.4.4 July 1, 1973. (Exhibit 2.10, File No. 2-68808)
C.4.5 December 1, 1992. (Exhibit 4.15, File No. 33-55772)
C.4.6 January 1, 1993. (Exhibit 4.5.13, 1992 NU Form 10-K,
File No. 1-5324)
C.4.7 March 1, 1994. (Exhibit 4.4.11, 1993 NU Form 10-K, File
No. 1-5324)
C.4.8 March 1, 1994. (Exhibit 4.4.12, 1993 NU Form 10-K, File
No. 1-5324)
C.4.9 May 1, 1997. (Exhibit 4.11, File No. 33-51185)
C.4.10 July 1, 1997. (Exhibit 4.4.10, 1997 NU form 10-K,
File No. 1-5324)
C.4.11 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.4.11.1 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.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 The
Rocky River Realty Company (RRR) and Purchasers named
therein (Connecticut General Life Insurance Company,
Life Insurance Company of North America, INA Life
Insurance Company of New York, Life Insurance Company
of Georgia), with respect to RRR's sale of $15 million
of guaranteed senior secured notes due 2007 and $28
million of guaranteed senior secured notes due 2017.
(Exhibit 10.52, 1992 NU Form 10-K, File No. 1-5324)
C.8.3 Amendment to Note Agreement, dated September 26,
1997. (Exhibit 10.3.1, 1997 NU Form 10-K, File No.
1-5324)
C.8.4 Note Guaranty dated April 14, 1992 by Northeast
Utilities pursuant to Note Agreement dated April 14,
1992 between RRR and Note Purchasers, for the benefit
of The Connecticut National Bank as Trustee, the
Purchasers and the owners of the notes. (Exhibit
10.52.1, 1992 NU Form 10-K, File No. 1-5324)
C.8.5 Extension of Note Guaranty, dated September 26, 1997.
(Exhibit 10.31.2.1, 1997 NU Form 10-K, File No. 1-5324)
C.8.6 Assignment of Leases, Rents and Profits, Security
Agreement and Negative Pledge, dated as of April 14,
1992 among RRR, NUSCO and The Connecticut National Bank
as Trustee, securing notes sold by RRR pursuant to
April 14, 1992 Note Agreement. (Exhibit 10.52.2, 1992
NU Form 10-K, File No. 1-5324)
C.8.7 Modification of and Confirmation of Assignment of
Leases, Rents and Profits, Security Agreement and
Negative Pledge, dated as of September 26, 1997.
(Exhibit 10.31.3.1, 1997 NU Form 10-K, File No. 1-5324)
C.8.8 Purchase and Sale Agreement, dated July 28, 1997 by and
between RRR and the Sellers and Purchasers named
therein. (Exhibit 10.31.4, 1997 NU Form 10-K, File No.
1-5324)
C.8.9 Purchase and Sale Agreement, dated September 26, 1997
by and between RRR and the Purchaser named therein.
(Exhibit 10.31.5, 1997 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)
C.10 CL&P Receivables Corporation
C.10.1 Receivables Purchase and Sale Agreement (CL&P and
CL&P Receivables Corporation), dated as of September
30, 1997. (Exhibit 10.49, 1997 NU Form 10-K, File
No. 1-5324)
C.10.2 Purchase and Contribution Agreement (CL&P and CL&P
Receivables Corporation), dated as of September 30,
1997. (Exhibit 10.49.1, 1997 NU Form 10-K, File No.
1-5324)
C.11 WMECO Receivables Corporation
C.11.1 Receivables Purchase Agreement (WMECO and WMECO
Receivables Corporation), dated as of May 22, 1997.
(Exhibit No. 10.50, 1997 NU Form 10-K, File No.
1-5324)
C.11.2 Purchase and Sale Agreement (WMECO and WMECO
Receivables Corporation), dated as of May 22, 1997.
(Exhibit No. 10.50.1, 1997 NU Form 10-K, File No.
1-5324)
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 Central Termica
San Miguel de Tucuman, S. A., Planta Eolicas, S.A., and Ave Fenix
Energia, S. A., foreign utility companies, to other NU System
companies.
* I. 1997 financial reports of the following foreign utility companies:
- 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 July 31,
1998.)
Exhibit B.2.3
CERTIFICATE OF AMENDMENT
STOCK CORPORATION
Office of the Secretary of the State
30 Trinity Street/P.O. Box 150470/Hartford, CT 06115-0470/new 1-97
Space For Office Use Only
1. NAME OF CORPORATION
The Connecticut Light and Power Company
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:
SEE ATTACHMENT A.
(Please reference an 8 1/2 X 11 attachment if additional space is needed)
Space For Office Use Only
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 are three classes of capital stock as follows:
Preferred Stock, $50 par value, 5,424,000 shares
outstanding; Class A Preferred Stock, $25 par value,
0 shares outstanding; and Common Stock,
$10 par value, 12,222,930 shares outstanding.
2. No shares are entitled to be voted as a group.
3. The shareholders vote was as follows:
Vote required for adoption: 8,148,620
Vote favoring adoption: 12,222,930
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 27 th day of April, 1998
Print or type name of signatory
O. Kay Comendul
Capacity of signatory
Assistant Secretary
Signature
/s/ O. Kay Comendul
ATTACHMENT A
(The Connecticut Light and Power Company)
RESOLVED, that Section IX of Part Two of Article IV of the Amended and
Restated Certificate of Incorporation of the Company, as amended on December
26, 1996, is hereby deleted in its entirety and replaced with a new Section
IX of Part Two of Article IV to read as follows:
SECTION IX
INDEMNIFICATION OF DIRECTORS, OFFICERS
EMPLOYEES AND AGENTS
Effective January 1, 1997, the Company shall indemnify and advance reasonable
expenses to an individual made or threatened to be made a party to a
proceeding because he/she is or was a Director of the Company to the fullest
extent permitted by law under Section 33-771 and Section 33-773 of the
Connecticut General Statutes, as may be amended from time to time
("Connecticut General Statutes"). The Company shall also indemnify and
advance reasonable expenses under Connecticut General Statutes Sections
33-770 to 33-778, inclusive, as amended, to any officer, employee or agent
of the company who is not a Director to the same extent as a Director and to
such further extent, consistent with public policy, as may be provided by
contract, the Certificate of Incorporation of the Company, the Bylaws of the
Company or a resolution of the Board of Directors. In connection with any
advance for such expenses, the Company may, but need not, require any such
officer, employee or agent to deliver a written affirmation of his/her good
faith belief that he/she has met the relevant standard of conduct or a
written undertaking to repay any funds advanced for expenses if it is
ultimately determined that he/she is not entitled to indemnification. The
Board of Directors, by resolution, the general counsel of the Company, or
such additional officer or officers as the Board of Directors may specify,
shall have the authority to determine that indemnification or advance for
such expenses to any such officer, employee or agent is permissible and to
authorize payment of such indemnification or advance for expenses. The Board
of Directors, by resolution, the general counsel of the Company, or such
additional officer or officers as the Board of Directors may specify, shall
also have the authority to determine the terms on which the Company shall
advance expenses to any such officer, employee or agent, which terms need not
require delivery by such officer, employee or agent of a written affirmation
of his/her good faith belief that he/she has met the relevant standard of
conduct or a written undertaking to repay any funds advanced for such
expenses if it is ultimately determined that he/she is not entitled to
indemnification.
The indemnification and advance for expenses provided for herein shall not be
deemed exclusive of any other rights to which those indemnified or eligible
for advance for expenses may be entitled under Connecticut law as in effect
on the effective date hereof and as thereafter amended or any Bylaw,
agreement, vote of shareholders or disinterested directors or otherwise, both
as to action in such person's official capacity and as to action in another
capacity while holding such office, and shall continue as to a person who has
ceased to be a director, officer, employee or agent and shall inure to the
benefit of the heirs, executors and administrators of such a person.
No lawful repeal or modification of this Section IX or the adoption of any
provision inconsistent herewith by the Board of Directors and shareholders of
the Company or change in statute shall apply to or have any effect on the
obligations of the Company to indemnify or to pay for or reimburse in advance
expenses incurred by a director, officer, employee or agent of the Company in
defending any proceeding arising out of or with respect to any acts or
omissions occurring at or prior to the effective date of such repeal,
modification or adoption of a provision or statutes change inconsistent
herewith.
Exhibit B.3.1
Public Service Company of New Hampshire
Organized Under the Laws of New Hampshire
August, 1926
ARTICLES OF INCORPORATION
As in effect May 16, 1991
AMENDED ARTICLES OF INCORPORATION OF
PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE
ARTICLE I
NAME OF CORPORATION
The name of this corporation shall be PUBLIC SERVICE COMPANY OF NEW
HAMPSHIRE.
ARTICLE II
CORPORATE POWERS
The objects for which this corporation is established are to carry on the
business of an electric utility within the state of New Hampshire or
elsewhere, and to transact any and all lawful business for which corporations
may be incorporated under New Hampshire Revised Statutes Annotated Chapter
293-A.
ARTICLE III
PRINCIPAL PLACE OF BUSINESS
The principal place of business of the corporation shall be located in
Manchester in the County of Hillsborough and State of New Hampshire, but the
corporation may carry on any portion of its business at other places, either
within or without the State of New Hampshire.
ARTICLE IV
AMOUNT AND CLASSES OF THE AUTHORIZED STOCK
1. The capital stock of the corporation shall consist of two classes
designated, respectively, "Preferred Stock" and "Common Stock." The total
number of authorized shares shall be twenty-five million (25,000,000) shares
of Preferred Stock, $25.00 par value, and one hundred million (100,000,000)
shares of Common Stock, $l par value.
2. No nonvoting equity securities of the corporation shall be issued;
this provision is included in these Amended and Restated Articles of
Incorporation in compliance with Section 1123 of the United States Federal
Bankruptcy Code, 11 U.S.C. Section 1123, and shall have no further force and
effect beyond that required by such Section and for so long as such Section
is in effect and applicable to the corporation.
ARTICLE V
ISSUANCE AND TERMS OF THE PREFERRED STOCK
lA. Shares of the Preferred Stock, authorized but not issued, may be
issued from time to time in one or more series, in such amounts, on such
terms, for such consideration and to such persons as may be determined by the
Board of Directors at the time of its vote to issue such series, in its
discretion; provided that all shares of the Preferred Stock shall be
identical, except in the case of the following relative rights and
preferences, as to which there may be variations between series of the
Preferred Stock: (a) the rate of dividend, including the extent to which all
or any portion of any dividend may be paid in additional shares of Preferred
Stock in lieu of cash; (b) the prices, terms and conditions of redemption;
(c) the amount payable upon shares in event of voluntary liquidation; (d)
sinking fund provisions, if any, for the redemption or purchase of shares;
and (e) the terms and conditions, if any, on which
shares may be converted.
lB. In order for the Board of Directors to establish a series of the
Preferred Stock, the Board of Directors shall adopt a resolution setting
forth the number of shares and designation of such series of the Preferred
Stock and fixing and determining the relative rights and preferences of such
series; and upon the filing by the Secretary of State of the State of New
Hampshire of the statement required by the New Hampshire Business Corporation
Act, the resolution shall become effective and shall constitute
an amendment of these Articles of Incorporation.
DIVIDENDS
2A. The holders of any series of the Preferred Stock shall receive, when
declared by the Board of Directors, preferential dividends at such rate and
payable on such dividend payment dates in each year as said Board may
determine at the time of its vote to issue said series, such dividends to be
payable out of funds legally available therefor to the Preferred Stockholders
of record on such dates as may be fixed by said Board, provided, however,
that dividends shall not be declared and set apart for
payment, or paid, on the Preferred Stock of any one series, for any dividend
period, unless like proportionate dividends, ratably in proportion to the
respective dividend rates, have been or are contemporaneously declared and
set apart for payment, or paid, on the Preferred Stock of all series for all
dividend periods terminating on the same or an earlier date.
2B. Dividends on the shares of each series of the Preferred Stock shall
be cumulative from the date of original issue of such series or from such
other date as the Board of Directors may determine at the time of its vote to
issue the shares of such series.
2C. Unless full cumulative dividends to the last preceding dividend
payment date shall have been declared and paid or set apart for payment on
all outstanding shares of the Preferred Stock, all mandatory redemption
payments then due in respect of all outstanding shares of the Preferred Stock
shall have been made or funds for the payment thereof set apart and no event
of default (as hereinafter defined) has occurred and is continuing, no junior
stock payment (as hereinafter defined) shall be paid
on any junior stock. The term "junior stock" as used in these Articlesmeans
Common Stock and any other stock of the corporation subordinate to the
Preferred Stock in respect of dividends or payment in case of liquidation.
2D. So long as any shares of the Preferred Stock are outstanding, the
corporation shall not declare any dividends or make any other distributions
in respect of outstanding shares of any junior stock, other than dividends or
distributions in shares of junior stock, or purchase or otherwise acquire for
value any outstanding shares of junior stock (the declaration of any such
dividend or the making of any such distribution (other than
dividends or distributions in shares of junior stock), purchase or
acquisition being herein called a "junior stock payment") in contravention of
the following:
(a) If and so long as the junior stock equity (hereinafter defined),
adjusted to reflect the proposed junior stock payment, at the end of the
calendar month immediately preceding the calendar month in which the proposed
junior stock payment is to be made is less than 20% of total capitalization
(hereinafter defined) at that date, the corporation shall not make such
junior stock payment in an amount which, together with all other junior stock
payments made within the year ending with and including
the date on which the proposed junior stock payment is to be made, exceeds
50% of the net income of the corporation available for dividends on junior
stock for the 12 full calendar months immediately preceding the calendar
month in which such junior stock payment is to be made, except in an amount
not exceeding the aggregate of junior stock payments which under the
restrictions set forth above in this subsection (a) could have been, and have
not been, made.
(b) If and so long as the junior stock equity, adjusted to reflect the
proposed junior stock payment, at the end of the calendar month immediately
preceding the calendar month in which the proposed junior stock payment is to
be made is less than 25% but not less than 20% of the total capitalization at
that date, the corporation shall not make such junior stock payment in an
amount which, together with all other junior stock payments made within the
year ending with and including the date on which the proposed junior stock
payment is to be made, exceeds 75% of the net income of the corporation
available for dividends on the junior stock for the 12 full calendar months
immediately preceding the calendar month in which such junior stock payment
is to be made, except in an amount not exceeding the aggregate of junior
stock payments which under the restrictions set forth above in this
subsection (b) could have been, and have not been, made.
2E. The term "junior stock equity" as used in these Articles means the
aggregate of the par value of, or stated capital represented by, the
outstanding shares of junior stock, all earned surplus, capital or paid-in
surplus, and any premiums on the junior stock then carried on the books of
the corporation, less:
(a) the excess, if any, of the aggregate amount payable on
involuntary liquidation of the corporation upon all outstanding shares of the
Preferred Stock over the sum of (i) the aggregate par or stated value of such
shares and (ii) any premiums thereon;
(b) any amounts on the books of the corporation known, or estimated
if not known, to represent the excess, if any, of recorded value over
original cost of used or useful utility plant; and
(c) any intangible items set forth on the asset side of the balance
sheet of the corporation as a result of accounting convention, such as
unamortized debt discount and expense; provided, however, that no deductions
shall be required to be made in respect of items referred to in subsections
(b) and (c) of this subdivision 2E in cases in which such items are being
amortized or are provided for, or are being provided for, by
reserves, including, without limitation, the acquisition premium of
approximately eight hundred million dollars ($800,000,000) which the
corporation is permitted to recover through rates under the agreement dated
as of November 22, 1989, as amended, between Northeast Utilities Service
Company ("NUSCO"), a Connecticut corporation, on behalf of its parent,
Northeast Utilities ("NU"), an unincorporated voluntary business association
organized under the laws of the Commonwealth of Massachusetts, and the
Governor and Attorney General of New Hampshire, acting on behalf of the State
of New Hampshire.
2F. The term "total capitalization" as used in these Articles means the
aggregate of:
(a) the principal amount of all outstanding indebtedness for
borrowed money of the corporation maturing more than 12 months after the date
of issue thereof, and
(b) the par value or stated capital represented by, and any premiums
carried on the books of the corporation in respect of, the outstanding shares
of all classes of the capital stock of the corporation, earned surplus, and
capital or paid-in surplus, less any amounts required to be deducted pursuant
to subsections (b) and (c) of subdivision 2E above in the determination of
junior stock equity.
REDEMPTION OR PURCHASE OF THE PREFERRED STOCK
3A. Except as otherwise provided with respect to a particular series of
the Preferred Stock, all or any part of any series of the Preferred Stock at
any time outstanding may be called by vote of the Board of Directors for
redemption at any time and in the manner herein below provided. If less than
all of any series of the Preferred Stock is so called, the Transfer Agent
shall determine by lot, or in some other proper
manner approved by the Board of Directors, the shares of such series of the
Preferred Stock to be called.
3B. No call for redemption of less than all of the Preferred Stock
outstanding shall be made if the corporation shall be in arrears with respect
to payment of dividends on or mandatory redemption of or an event of default
(as hereinafter defined) shall exist with respect to any shares of the
Preferred Stock outstanding.
3C. Subject to the provisions of subdivision 3B, all or any part of any
series of the Preferred Stock may be called for redemption without calling
any part or all of any other series of the Preferred Stock.
3D. Except as otherwise provided with respect to a particular series of
the Preferred Stock, the sums payable in respect of any of the Preferred
Stock so called shall be payable out of funds legally available therefor at
the office of an incorporated bank or trust company in good standing selected
by the corporation. Notice of such call, stating the redemption
date and the place where the stock so called is payable, shall be sent by
first class mail, postage prepaid, not fewer than 30 nor more than 50 days
prior to the redemption date to the holders of stock so called at their
respective addresses as they appear upon the books of the corporation.
3E. Except as otherwise provided with respect to a particular series of
the Preferred Stock, the corporation shall, on or before the redemption date,
deposit with said bank or trust company all sums payable with respect to the
Preferred Stock so called. After such mailing and deposit the holders of the
Preferred Stock so called for redemption shall cease to have
any right to future dividends or other rights or privileges as stockholders
in respect of such stock and shall be entitled only to the payment on the
redemption date of the sums so deposited with said bank or trust company for
their respective accounts. Stock so redeemed may be reissued but only subject
to the limitations imposed by this Article V upon the issue of the
Preferred Stock.
3F. The corporation may at any time purchase all or any of the then
outstanding shares of the Preferred Stock of any series upon the best terms
reasonably obtainable, except that no such purchase shall be made if the
corporation shall be in arrears with respect to the declaration and payment
of dividends on or mandatory redemption of any shares of the Preferred Stock
outstanding or if there shall exist an event of default as defined in
subdivision 5B of this Article V.
AMOUNTS PAYABLE ON LIQUIDATION
4. The holders of any series of the Preferred Stock shall receive upon
any voluntary liquidation, dissolution or winding up of the corporation the
then current redemption price of such series and if such action is
involuntary $25 per share plus in each case all dividends accrued and unpaid
(whether or not such dividends have been declared) to the date of such
payment, before any payment in liquidation is made on any junior stock. If
the net assets of the corporation shall be insufficient to pay said amounts
in full, then the entire amount of such net assets shall be distributed among
the holders of the Preferred Stock, who shall receive a common percentage of
the full respective preferential amounts.
VOTING POWERS
5A. Except as provided in this Article V and as provided by law, the
holders of the Preferred Stock shall have no voting power or right to notice
of any meeting.
5B. Whenever dividends on any share of the Preferred Stock shall be in
arrears in an amount equal to or exceeding full dividends for one year
thereon, or whenever all mandatory redemption payments then due in respect of
all outstanding shares of the Preferred Stock shall not have been declared
and paid when due, or whenever there shall have occurred some default in the
observance of any of the provisions of this Article V, or some default on
which action has been taken by the bondholders or the
trustee of any indenture of mortgage or deed of trust of the corporation, or
whenever the corporation shall have been declared bankrupt or a receiver of
its property shall have been appointed (said conditions being herein called
"events of default"), then the holders of the Preferred Stock shall be given
notice of all stockholders' meetings and shall have the right voting together
as a class to elect the smallest number of additional directors necessary to
constitute a majority of the Board of Directors of
the corporation and the exclusive right voting together as a class to amend
the By-Laws to make such appropriate increase in the number of directorships
as may be required to effect such election. When all such arrears of
dividends shall have been paid and such events of default shall no longer be
continuing, all the rights and powers of the holders of the Preferred Stock
to receive notice and to vote shall cease, subject to being
again revived on any subsequent event of default.
5C. Whenever the right to elect directors shall have accrued to the
holders of the Preferred Stock, the corporation shall call a meeting for the
election of directors and, if necessary, the amendment of the By-Laws to
permit the holders of the Preferred Stock to exercise their rights pursuant
to subdivision 5B above, such meeting to be held not less than 45 days and
not more than 90 days after the accrual of such rights. When such rights
shall cease, then forthwith the terms of the directors who were elected by
the holders of the Preferred Stock shall terminate and the
number of directors constituting the Board of Directors of the corporation
shall be reduced by the number of directors whose terms shall have so
terminated.
ACTION REQUIRING CERTAIN CONSENT OF PREFERRED STOCKHOLDERS
6A. Except with the consent of the holders of at least two-thirds (2/3)
of the Preferred Stock at the time outstanding, given by vote at a meeting
duly called and held for the purpose, or given in such other manner as may be
authorized by law, the corporation shall not (a) authorize, create or issue
any class of capital stock having a priority over the Preferred Stock in
respect of the payment of dividends or payments in case of liquidation,
dissolution or winding up of the corporation, (b) increase the rights and
preferences or number of authorized shares of any such prior ranking stock,
or (c) issue any shares of any such prior ranking stock more than 12 months
after the date of such authorization.
6B. Except with the consent of the holders of at least two-thirds
(2/3) of the Preferred Stock at the time outstanding, or at least two-thirds
(2/3) of the series of the Preferred Stock affected if only one such series
is affected, given by vote at a meeting duly called and held for the purpose,
or, given in such other manner as may be authorized by law, the corporation
shall not amend, alter, or repeal any of the rights, preferences or powers of
the holders of the Preferred Stock so as to affect adversely any such
rights, preferences or powers; provided, however, that no reduction of the
dividend rate, redemption price, or the amount to be paid on liquidation,
dissolution or winding up with respect to any share of the Preferred Stock
may be made without the consent of the holder thereof and no such reduction
with respect to the shares of any particular series of the Preferred Stock
shall be made without the consent of all the holders of shares of such
series.
6C. Except with the consent of the holders of a majority of the shares
of the Preferred Stock at the time outstanding, given in writing or by vote
at a meeting duly called and held for the purpose, the corporation shall not
issue, sell or otherwise dispose of authorized but unissued shares of the
Preferred Stock (except at a time when no shares of Preferred Stock are
outstanding) or any other stock ranking on a parity with the Preferred Stock
in respect of dividends or payment in case of liquidation, dissolution or
winding up of the corporation, or reissue, sell or otherwise dispose of any
reacquired shares of the Preferred Stock or such other stock, other than (a)
to refinance an equal par value or stated value of the Preferred Stock or of
stock at the time outstandinq ranking prior to or on a parity with the
Preferred Stock in respect of dividends or payment in case of liquidation,
dissolution or winding up of the corporation or (b) Preferred Stock issued as
dividends on outstanding shares of Preferred Stock the terms of which
expressly permit or require the corporation to pay such dividends in
additional shares of Preferred Stock, at any time prior to May 16, 1992, nor
at any time thereafter:
1. unless, for a period of 12 consecutive calendar months within the 15
consecutive calendar months immediately preceding the calendar month in which
any such shares shall be issued (but in no event including any month prior
to May 16, 1991), the Income before Interest Charges of the corporation for
said 12-month period available for the payment of interest, determined in
accordance with the systems of accounts then prescribed for the corporation
by the State of New Hampshire Public Utilities Commission (or by such other
official body as may then have authority to prescribe such systems of
accounts), but in any event after deducting taxes including taxes based on
income and the amount charged by the corporation on its books to depreciation
expense, (including, in any case in which such stock is to be issued, sold or
otherwise disposed of in connection with the acquisition of any property
(including property directly or indirectly acquired or disposed of by the
corporation, whether consisting of stock or other ownership interests,
partnership participation or otherwise), the Income before Interest Charges
of the property to be so acquired, computed as nearly as practicable in the
manner specified above) is at least one and one-half (1 1/2) times the sum
of (a) the interest charges for one year on all indebtedness which shall then
be outstanding (includinq any indebtedness proposed to be created in
connection with the issue, sale or other disposition of such shares, but not
including any indebtedness proposed to be retired in connection with such
issue, sale or other disposition or indebtedness held by or for the account
of the corporation), calculated, in the case of floating rate indebtedness,
as if the rate in effect on the date of the computation is the applicable
rate for the entire period, and (b) such annual rental charges as shall not
be deducted in such determination of Income before Interest Charges and (c)
an amount equal to all annual dividend requirements on all outstanding
shares of the Preferred Stock and all other stock, if any, ranking on a
parity with or having priority over the Preferred Stock as to dividends or
payments in case of liquidation, dissolution or winding up of the
corporation, including the shares proposed to be issued, but not including
any shares proposed to be retired in connection with such issue, sale or
other disposition; or
2. if such issue, sale or disposition would bring the aggregate of the
amount payable in connection with an involuntary liquidation of the
corporation with respect to all shares of the Preferred Stock and all shares
of stock, if any, ranking on a parity with or having priority over the
Preferred Stock as to dividends or payments in case of liquidation,
dissolution or winding up of the corporation to an amount in excess of the
sum of the junior stock equity. If for the purposes of meeting the
requirements of this clause 2, it shall have been necessary to take into
consideration any earned surplus of the corporation, the corporation shall
not thereafter pay any dividends on or make any distributions in respect of,
or make any payment for the purchase or other acquisition of, junior stock
which would result in reducing the junior stock equity to an amount less than
the amount payable on involuntary liquidation of the corporation with respect
to the Preferred Stock and all shares ranking on a parity with or having a
priority over the Preferred Stock in respect of dividends or payments in case
of liquidation, dissolution or winding up of the corporation at the time
outstanding.
If during the period for which Income before Interest Charges is to be
determined for the purpose set forth in this subdivision 6C the amount, if
any, required to be expended by the corporation during such period for
property additions pursuant to a renewal and replacement fund or similar fund
established under any indenture of mortgage or deed of trust of the
corporation shall exceed the amount deducted during such period in the
determination of such Income before Interest Charges on account of
depreciation and amortization of electric plant acquisition adjustments
(including for this purpose any amount deducted on account of the acquisition
premium referred to in subdivision 2E of this Article V), such excess shall
also be deducted in determining such Income before Interest Charges.
6D. No share of the Preferred Stock shall be deemed to be "outstanding"
within the meaning of this subdivision 6 or of subdivision 7, if, (a) such
share is held by the corporation or an affiliate of the corporation or (b) at
or prior to the time when the consent or approval herein or therein referred
to would otherwise be required, provision shall be made for its redemption,
including a deposit complying with the requirements of subdivision 3E.
MERGER, CONSOLIDATION OR SALE OF ALL ASSETS
7. The provisions of this Paragraph 7 shall become effective as of the
date of the merger (the "Merger") of Northeast Utilities Acquisition Corp.
("NUAC"), a New Hampshire Corporation, with and into the corporation
pursuant to the joint plan (the "Joint Plan") for the reorganization of the
corporation filed by NUSCO on behalf of its parent and by others in
Bankruptcy Case No. BK88-00043 in the United States Bankruptcy Court for the
District of New Hampshire and confirmed by the Court by order dated April 20,
1990 (the "Confirmation Order"). Except with the consent of the holders of a
majority of the Preferred Stock at the time outstanding, given in writing or
by vote at a meeting duly called and held for the purpose, the corporation
shall not merge or consolidate with or into any other corporation or sell or
otherwise dispose of all or substantially all of its assets (except by
mortgage or pledge) (collectively, a "Transfer") unless such Transfer or
other disposition, or the issuance or assumption of securities in the
effectuation thereof shall have been ordered, approved or permitted under the
Public Utility Holding Company Act of 1935; provided, however, that no such
consent shall be required (i) for the Merger, (ii) for the transfer of the
corporation's "interest in the Seabrook project," including, without
limitation, its interest in Seabrook Unit No. 1, certain nuclear fuel and
the balance of the Seabrook site, to North Atlantic Energy Corporation
pursuant to the Joint Plan, or (iii) for any transfer of the corporation's
New Hampshire Yankee Division and/or the assets, liabilities and employees of
the New Hampshire Yankee Division pursuant to the Joint Plan.
NO PREEMPTIVE RIGHT
8. The holders of the Preferred Stock shall have no preemptive right to
subscribe to any future issue of additional shares of the Common Stock or the
Preferred Stock or of any other class of stock (preferred or otherwise) now
or hereafter authorized, nor for any future issue of bonds, notes or other
evidence of indebtedness convertible into stock or other securities
exchangeable for stock.
TRANSFER AGENT
9. The corporation shall always have at least one Transfer Agent for the
Preferred Stock, which may be the corporation or an affiliate of the
corporation.
TERMS OF 10.60% CUMULATIVE PREFERRED STOCK, SERIES A
10A. There shall be established a series of the corporation's Preferred
Stock designated as "10.60% Cumulative Preferred Stock, Series A," consisting
of 5,000,000 shares.
10B. The special relative rights and preferences of the 10.60%
Cumulative Preferred Stock, Series A, shall be as set forth below:
(1) Cumulative dividends shall be payable on shares of 10.60% Cumulative
Preferred Stock, Series A, at the rate of 10.60% per annum, payable quarterly
in arrears on March 31, June 30, September 30 and December 31 in each year,
commencing on June 30, 1991.
(2) Except to the extent that it may be prevented from doing so by law or
by the terms of any agreement, contract, mortgage, Indenture or, by the terms
of the corporation's Amended Articles of Incorporation or any other
instrument to which the corporation is a party, the corporation shall, on
June 30, 1997 and on each June 30 thereafter, redeem 1,000,000 shares of
10.60% Cumulative Preferred Stock, Series A (or all of such shares
outstanding, if there are fewer than 1,000,000 shares outstanding), at a
sinking fund redemption price equal to $25.00 per share, together with
accrued but unpaid dividends thereon to the date fixed for redemption (the
failure by the corporation to so redeem such shares, regardless of whether it
is prevented from doing so for any of the reasons enumerated above, shall
constitute an "event of default" under Article V, subdivision 5B of the
corporation's Amended Articles of Incorporation). The obligation of the
corporation to redeem shares of 10.60% Cumulative Preferred Stock, Series A.
pursuant to this paragraph shall be cumulative.
(3) The 10.60% cumulative Preferred Stock, Series A, shall not be subject
to optional redemption by the corporation.
Except as specially provided for above, the 5,000,000 shares of the
corporation's 10.60% Cumulative Preferred Stock, Series A, shall constitute
part of and have the general terms, limitations and relative rights and
preferences of the corporation's Preferred Stock.
ARTICLE VI
DIRECTORS
1. The property and affairs of the corporation shall be managed,
subject to the applicable terms of the Confirmation order, these Articles of
Incorporation, the Corporation's By-Laws and the vote of the stockholders, by
a Board of Directors constituted in accordance with the Confirmation Order
and the By-Laws. The corporation shall enter into such agreements, including
a management services agreement between the corporation and NUSCO, as may be
required from time to time by the Confirmation Order.
2. Notwithstanding any other provision of New Hampshire Law or
these Articles of Incorporation, the Board of Directors shall take such
action as may be necessary, without obtaining any vote, approval or consent
of the corporation's stockholders, to cause the corporation to carry out,
fulfill, comply with or otherwise effect the terms of the Confirmation Order.
3. To the fullest extent permissible under the New Hampshire
Business Corporation Law, as same exists or may hereafter be amended from
time to time, no officer or director of the corporation shall be personally
liable for money damages to the corporation or any of its shareholders for
breach of fiduciary duty as a director, an officer, or both.
Any repeal or modification of this paragraph 3 of this Article VI by the
shareholders of the corporation shall not, unless otherwise required by law,
adversely affect any right or protection of a director or officer existing at
the time of such repeal or modification with respect to acts or omissions
occurring prior to such repeal or modification.
ARTICLE VII PREEMPTIVE RIGHTS
The holders of the Common Stock shall have no preemptive riqht to
subscribe to any future issue of additional shares of the Common Stock or the
Preferred Stock or any other class of stock now or hereafter authorized, nor
for any future issue of bonds, notes or other evidence of indebtedness
convertible into stock or other securities exchangeable for stock.
ARTICLE VIII DISSENTERS' RIGHTS
The holders of Common Stock shall be deemed to have each voted in
favor of the Merger in connection with the approval of the Joint Plan, the
entry of the Confirmation Order and the issuance of the shares of Common
Stock as provided in the Joint Plan. Notwithstanding any other provision of
New Hampshire law, no shareholder of the corporation shall have any right to
dissent from or to obtain payment for his shares in the event of the
occurrence of the Merger, other than the right to receive those payments
provided for under the terms of such Merger.
ARTICLE IX
The first meeting of the incorporators shall be held at the office of
Demond, Woodworth, Sulloway & Rogers, 77 North Main Street, in Concord, New
Hampshire, on the fourteenth day of August, 1926, at eleven o'clock in the
forenoon.
Dated at Concord, New Hampshire, this fourteenth day of August, 1926.
Name Post Office Address
EDWARD K. WOODWORTH Concord, N.H.
JONATHAN PIPER Concord, N.H.
WILLOUGHBY A. COLBY Concord, N.H.
ARTICLE X
DURATION
1. The period of duration of the corporation is perpetual.
Exhibit B.6.1
The Commonwealth of Massachusetts
Department of Corporation and Taxation
We, Howard W. Brown,
Edward G. Fischer, and
Henry R. Atkinson
being all of the directors of THE QUINNEHTUK COMPANY elected at its first
meeting in compliance with the requirements of section 10 of chapter 156 of
the General Laws, do hereby certify that the following is a true copy of the
agreement of association to form said corporation, with the names of the
subscribers thereto:
We, whose names are hereto subscribed, do, by this agreement, associate
ourselves with the intention of forming a corporation under the provisions of
chapter 156 of the General Laws as amended.
The name by which the corporation shall be known is THE QUINNEHTUK COMPANY
The location of the principal office of the corporation in Massachusetts is
the City of Boston.
IMPORTANT: State complete business address of corporation if known,
otherwise, address to which mail should be sent.
70 State Street, Boston, Massachusetts
The purposes for which the corporation is formed and the nature of the
business to be transacted by it are as follows:
to acquire, hold, manage, improve, lease, buy, sell mortgage and deal in real
estate of any and all kinds, together with any and all buildings, structures
and improvements which may be situated thereon, and likewise any and all
interests in real estate, including water rights, flowage rights, dam sites,
and all other forms of rights and easements; to construct, furnish, equip,
alter and repair buildings and other structures and works and improvements of
all kinds for manufacturing, industrial, commercial and residential purposes
upon land owned by the corporation; to engage in the business of crushing
rock; to buy, sell and deal in crushed rock, gravel, sand, cement, bricks,
stone, lumber, machinery, equipment, furniture and all other materials,
apparatus and other property for use in the improvement of land and in the
construction, furnishing, equipment, alteration and repair of buildings,
structures, works and improvements of all kinds, and all kinds of apparatus,
equipment, materials and supplies used or dealt in by electric companies and
gas companies; to make and perform contracts for excavating, grading and
filling and for the construction, equipment, furnishing, alteration or repair
of streets, sewers, aqueducts, dams, embankments, dikes, canals, transmission
lines, electric, hydro-electric and gas plants, and all other buildings,
works and improvements to real estate of every kind; to conduct a general
contracting, building and teaming business; to purchase or otherwise acquire
and to hold, sell and transfer and deal in shares of stock and bonds or other
evidences of indebtedness of other corporations or of associations or
individuals and to exercise all the privileges of ownership including the
privilege of voting upon the securities so held, to guarantee the payment of
dividends or of principal or of interest on any securities issued by or the
performance of any other contract or obligation of any corporation,
association or person whenever necessary or proper for the business of the
corporation in the judgment of its directors; to carry on any other business
whether manufacturing or trading or otherwise which may in the discretion of
the directors seem capable of being conveniently carried on in connection
with the above or calculated directly or indirectly to increase the value of
the property of the corporation or its rights.
The total authorized capital stock with par value is
None dollars-Preferred
Two Hundred Fifty Thousand (250,000) dollars-Common
The number of shares without par value is
Preferred-None
Common-None
The par value of its shares is
Preferred-None dollars
Common-One Hundred (100) dollars
The number of its shares with par value is
Preferred-None
Common-Twenty-five Hundred (2,500)
(Note - State the restrictions, if any, imposed upon the transfer of the
shares; and, if there are to be two or more classes of stock, a description
of the different classes and a statement of the terms on which they are to be
created and the method of voting thereon.)
(Note - State any other provisions not inconsistent with law for the conduct
and regulation of the business of the corporation, for its voluntary
dissolution, or for limiting, defining or regulating the powers of the
corporation, or of its directors or stockholders, or any class of
stockholders.)
The term of duration of this corporation shall be Fifty (50) years.
First Names Should be Written in Full
Initials and abbreviations are not sufficient
(If seven days' notice is given, use the following form.)
The first meeting shall be called by
of
(If notice is waived, use the following form.)
We hereby waive all requirements of the general laws of Massachusetts for
notice of the first meeting for organization, and appoint the fourteenth day
of December, 1928, at 10:20 o'clock AM, at 70 State Street, Tenth Floor,
Boston, Massachusetts as the time and place for holding said first meeting.
The names and residences of the incorporators and the amount of stock
subscribed for by each are as follows:
CITY OR TOWN AMOUNT SUBSCRIBED FOR
NAME OF RESIDENCE PREFERRED COMMON
Howard R. Brown Brookline, Massachusetts None
Edward G. Fischer Hollister, Massachusetts None
Henry R. Atkinson Brookline, Massachusetts None
In Witness Whereof, we have hereto set our hands, this fourteenth day of
December in the year nineteen hundred and twenty-eight.
(Signed)
/s/Howard W. Brown
/s/Edward G. Fischer
/s/Henry R. Atkinson
That the first meeting of the subscribers to said agreement was held on the
14th day of December in the year nineteen hundred and twenty-eight.
That the amount of capital stock now to be issued is
No shares of preferred stock, (2500)
Twenty-Five Hundred shares of common stock to be paid for as follows:
SHARES PREFERRED SHARES COMMON
IN CASH:
In full 2500
By installments
Amount of installments to be paid before commencing business
IN PROPERTY:
Real estate:
Location
Area
Personal Property:
Machinery
Merchandise
Bills receivable
Stocks and securities
Patent rights
Trade marks
Copyrights
Good will
*Services
*Expenses
*State clearly the nature of such services or expenses and the amount of
stock to be issued therefor.
The name, residence and post-office address of each of the officers are as
follows:
RESIDENCE
NAME OF OFFICE NAME (City or Town) POST OFFICE ADDRESS
President, Howard V. Brown Brookline, Mass. 50 Griggs Road,
Brookline, Mass.
Treasurer, Edward G. Fischer Holliston, Mass. 6 Fiske Street,
Holliston, Mass.
Clerk, Henry E. Atkinson Brookline, Mass. 35 Heath Hill,
Brookline, Mass.
Directors, Howard W. Brown Brookline, Mass. 50 Griggs Road,
Brookline, Mass.
Edward G. Fischer Holliston, Mass. 6 Fiske Street,
Holliston, Mass.
Henry R. Atkinson Brookline, Mass. 35 Heath Hill
Brookline, Mass.
IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereto signed
our names, this fourteenth day of December in the year 1928.
/s/Howard W. Brown
/s/Edward G. Fischer
/s/Henry R. Atkinson
The Commonwealth of Massachusetts
DEPARTMENT OF CORPORATIONS AND TAXATION
237 STATE HOUSE, BOSTON
ARTICLES OF AMENDMENT
There should accompany this certificate a fee of 1/20 of one percent of
the authorized increase of capital stock with par value and one cent for each
share without par value, but not less than $25. Checks payable to The
Commonwealth of Massachusetts.
This certificate must be submitted to the Commissioner of Corporations
and Taxation within thirty days after the date of the vote of the
stockholders. Chap. 156, Sect. 43-44, General Laws.
We, George W. Lawrence, President, Fred C. Abercrombie, Treasurer,
and George W. Lawrence, W. Rodman Peabody, Charles Stetson and Charles
Walcott
being a majority of the Directors of
THE QUINNEHTUK COMPANY
located at 70 State Street, Boston, Massachusetts
in compliance with the provisions of chapter 156 of the General Laws as
amended, do hereby state that at a meeting of the stockholders of said
corporation, duly called for the purpose held December 4, 1930, and by the
affirmative vote of 1500 shares of the common stock of said corporation,
being all of the stock outstanding and entitled to vote, the following
amendment authorizing an increase in the capital stock of said corporation
was duly adopted, namely:
(Here insert an exact copy of the vote or votes authorizing the increase, and
the "terms and manner of the disposition of such increased stock.")
VOTED: that the authorized capital stock of this corporation now fixed at
$250,000 consisting of 2500 shares of common stock of the par value of $100
each, be and it hereby is increased to $350,000 consisting of 3500 shares of
common stock of the par value of $100 each, and that the agreement of
association and articles of organization of this corporation be and they are
hereby amended accordingly.
VOTED: that the 1500 shares of the authorized capital stock of this
corporation not heretofore issued be issued for such purposes, to such person
or persons and for such consideration as the board of directors of this
corporation may determine.
That the total amount of capital stock already authorized is
shares preferred
Twenty-five hundred (2500)---------shares common
shares without par value
The amount of capital stock already issued for cash payable by installments
is
shares preferred
None-------------------------------shares common
shares without par value
upon which dollars have been paid
namely,
dollars on preferred stock
dollars on common stock
The amount of full paid capital stock already issued for cash is
shares preferred
Two thousand (2000)----------------shares common
shares without par value
for property is shares preferred
None shares common
shares without par value
for services and expenses is shares preferred
None shares common
shares without par value
That the amount of additional capital stock authorized is
shares preferred
One thousand (1000)----------------shares common
shares without par value
Of which there is now to be issued and paid for stock as follows:
PREFERRED COMMON
In CASH:
In full
By installments
Amount of first installment
IN PROPERTY: (See Note) 1000
Real estate:
Location
Area
Personal Property:
Machinery
Merchandise
Bills receivable
Stocks and securities
Patent rights
Trade marks
Copyrights
Good will
*Services
*Expenses
Stock Dividend
*State clearly the nature of such services or expenses and the amount of
stock to or issued therefor.
*Services must have been rendered and expenses incurred before stock is
issued therefor.
BIRCHAN BEND POWER COMPANY
Balance Sheet December 10, 1930
ASSETS
Real Estate $150,261.12
Dwelling House 3,000.00
Investments 23,750.00
Machinery 840.00
Cash 16,134.44
TOTAL ASSETS $193,985.56
LIABILITIES
Capital Stock $150,000.00
Reserve 18,465.74
Surplus 25,519.82
TOTAL LIABILITIES $193,985.56
/s/Charles Walcott Directors
/s/B. W. Rodman Peabody
/s/Charles Stetson
Exhibit B.6.3
BY-LAWS
THE QUINNEHTUK COMPANY
Adopted
February 17, 1937
Amended
February 13, 1946
January 15, 1947
February 27, 1962
October 23, 1963
August 4, 1966
March 1, 1982
February 11, 1998
THE QUINNEHTUK COMPANY
BY-LAWS
ARTICLE I
STOCKHOLDERS' MEETINGS
The Annual Meeting of 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 and on such day and hour in the months of
January, February, March, April, May or June 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. In the event that no date for the annual meeting
is established or said meeting has not been held on the date so fixed or
determined, a special meeting in lieu of the annual meeting may be held with
all of the force and effect of an annual meeting.
Special meetings of the Stockholders may be called by the President or
by the Directors, and shall be called by the Clerk, or in case of the death,
absence, incapacity or refusal of the Clerk, by any other officer, upon
written application of any stockholder or stockholders who are entitled to
vote and who hold at least ten percent of the capital stock, stating the
time, place and purpose of the meeting.
Notice of the time and place of any annual or special meeting of
stockholders shall be given by the Clerk or an Assistant Clerk at least seven
days before the meeting to each stockholder entitled to vote thereat, by
leaving such notice with him or at this residence or usual place of business,
or by mailing it, postage prepaid, and addressed to such stockholder at his
address as it appears in the records of the corporation.
A majority in interest of all the shares of stock of the corporation
outstanding present in person or by proxy shall constitute a quorum for the
transaction of business but less than a quorum may adjourn either sine die or
to a date certain.
Any action required or permitted to be taken at any meeting of the
stockholders may be taken by written consent, setting forth the action so
taken or to be taken without a meeting if all stockholders entitled to vote
on the matter consent to the action in writing and the written consents are
filed with the records of the meetings of stockholders. Such consents shall
have the same force and effect as a vote of shareholders taken at a meeting.
ARTICLE II
OFFICERS
The officers of the corporation shall be a President, one or more Vice-
presidents, a Treasurer, a Clerk, a Board of not less than three (3) nor more
than sixteen (16) Directors, such other officers as the Board of Directors
may appoint, including, if the Directors see fit, a Secretary and one or more
Assistant Treasurers. The officers need not be shareholders. No two of the
following offices may be held by the same person: President and
Vice-president, and the Treasurer shall not be an Assistant Treasurer.
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
ELECTION OF OFFICERS
The Directors, the Clerk, and the Treasurer shall be elected by ballot
each year at the annual meeting of the stockholders. The President and each
Vice-president shall be elected annually by, and the President shall be
elected from, the Board of Directors. All such other officers as the
Directors may appoint, as provided in Article II, shall be elected annually
by the Board of Directors.
Any vacancy in the office of President, Vice-president, Directors,
Treasurer, Assistant Treasurer, Clerk, Chairman or Vice-chairman of the Board
of Directors arising from non-election, resignation, declination, death, or
any other cause, may be filled by the Board of Directors, and they may also
elect an officer pro tempore to serve during the disability or absence of any
officer. Officers chosen to fill vacancies shall hold their offices until
new officers are duly chosen by the stockholders or Directors, as the case
may be.
ARTICLE IV
DIRECTORS
Meetings of the Board of Directors may be held at any time and place at
the call of the President or of any two Directors. Notice of each meeting
shall be given to each Director either by notice mailed to him at least
forty-eight (48) hours before the time of such meeting, or by a telephone or
telegraphic message sent to his place of business or residence, or other form
of notice actually given to him twenty-four (24) hours before the time of
such meeting. However, any meeting of the Board and all business transacted
thereat shall be legal and valid without such notice if each member of the
Board is present in person or waives notice thereof by writing filed with the
records of the meeting or assents in writing to the recorded proceedings of
the meeting.
One-third of the directors then in office 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.
The Board of Directors may at any time elect by ballot three (3) of
their members who shall constitute an Executive Committee of the Board, and
if such an Executive Committee is elected the Board of Directors shall make
regula- tions defining the powers and duties of such Executive Committee and
may delegate to it any or all of their powers in management of the property,
business and affairs of the corporation except so far as is incompatible with
these By-laws or with the laws of the Commonwealth. A majority of the Execu-
tive Committee shall constitute a quorum.
Such Executive Committee shall elect a Chairman and Secretary and shall
keep a record of its doings which at all reasonable times shall be open to
inspection by each member of the Board of Directors. The Chairman of the
Executive Committee shall submit its records to the Board of Directors at
each regular or special meeting of the Board for such action as said Board
may deem proper.
The Directors as a Board shall have the management of the property,
business and affairs of the corporation and they are hereby invested in such
management with all the powers which the corporation itself possesses so far
as such investing is not incompatible with the provisions of these By-laws or
the laws of the Commonwealth.
They may appoint and remove at pleasure such subordinate officers and
employees as may seem to them wise.
They may assign such powers and duties to any officers or subordinate
officers or employees as may not be inconsistent with laws or these By-laws.
They shall have access to the books, vouchers and funds of the corpora-
tion in the custody of the Treasurer, shall determine upon the form of the
corporate seal and of the certificates of stock, shall fix the salaries of
the officers, and shall declare dividends from time to time as they may deem
for the best interests of the corporation.
ARTICLE V
CHAIRMAN AND VICE-CHAIRMAN OF BOARD OF DIRECTORS
The Chairman of the Board of Directors, if any be appointed, shall
preside at the meetings of the Board and shall act in a general advisory
capacity to the Board in regard to all activities of the Company, and shall
exercise such supervision over its activities and shall have such other
powers and duties as may from time to time be determined by the Board.
The Vice-chairman of the Board, if any be appointed, shall preside at
the meetings of the Board in the absence of the Chairman, and shall have such
of the powers and duties of the Chairman of the Board in his absence or
inability to act and such other powers and duties as may from time to time be
determined by the Board.
ARTICLE VI
THE PRESIDENT
The President shall preside at all meetings of the stockholders and,
unless there be a Chairman or Vice-chairman of the Board of Directors, at all
meetings of the Directors. The President shall have direct charge of the
affairs of the corporation and perform all the duties of his office
prescribed by law and all powers and duties given him by vote of the
Directors.
ARTICLE VII
VICE-PRESIDENTS
The Vice-president, or Vice-presidents in the order of their seniority,
shall, in the absence or inability to act of the President, perform all the
duties and have all the powers of the President and shall perform all other
duties of a general or special nature which may be given him or them by vote
of the Directors.
ARTICLE VIII
THE SECRETARY AND THE CLERK
The Secretary shall have such duties as may from time to time be dele-
gated to him by the Board of Directors.
The Clerk shall be a resident of Massachusetts. He shall be sworn, and
shall record all votes of the corporation in a book to be kept for the pur-
pose. He shall attend all meetings of stockholders, of the Board of
Directors, and of the Executive Committee. In the absence of the Clerk or if
at any such meeting he shall be otherwise engaged, an Assistant Clerk if
present shall record the votes taken at the meeting, and if no Assistant
Clerk shall be present, a Clerk pro tempore shall be chosen for that purpose.
The Clerk or any Assistant Clerk may furnish certified copies of any portion
of the records of the corporation under its corporate seal.
All Assistant Clerks shall be sworn.
ARTICLE IX
THE TREASURER
The Treasurer when required by the Directors shall give bond with
sureties acceptable to them for the faithful discharge of his duties and in
such sum as the Directors may determine, and the premium may, by vote of the
Board of Directors, be paid from the funds of the corporation.
He shall be the transfer agent of the stock of the corporation unless a
special transfer agent is appointed by the Directors, shall keep a record of
the names and residences of all the stockholders, shall have the custody of
the corporate seal and of all the moneys, funds and valuable papers and
documents of the corporation except his own bond which shall be in the
custody of the President.
He shall deposit all the funds of the corporation in such bank or banks
as the Directors shall designate to the credit of the corporation by its
corporate name, subject to the checks of the corporation signed by its
Treasurer or an Assistant Treasurer as hereinafter provided.
He shall issue notes and accept drafts on behalf of the corporation only
when authorized thereto by the Directors.
He shall keep accurate books of account of the corporation's
transactions which shall be the property of the corporation, which together
with all its property in his custody shall be subject at all times to
inspection and control of the Directors.
ARTICLE X
ASSISTANT TREASURER
Each Assistant Treasurer, if any, shall have such powers and duties as
may be given him by the Directors and shall give bond when required by the
Directors with sureties acceptable to them for the faithful discharge of his
duties in such sum as the Directors may determine, and the premiums may, by
vote of the Board of Directors, be paid by the corporation.
ARTICLE XI
SALES AND LEASES OF REAL ESTATE
The President or any Vice President and the Treasurer or any Assistant
Treasurer may in his discretion, to the extent authorized by law and by vote
of the Directors, lease for any term of time and convey all of its real
estate including water power; and all deeds, conveyances and leases of real
estate including water power of the corporation, unless otherwise provided by
vote of the corporation, shall be made in the name of the corporation under
its corporate seal, and be signed by the President or any Vice President and
the Treasurer or any Assistant Treasurer, and may be acknowledged by any of
the foregoing.
ARTICLE XII
CERTIFICATES OF STOCK - TRANSFERS
Certificates of stock may be signed by the President or a Vice-president
and the Treasurer or an Assistant Treasurer. Such certificates shall be in
such form as the Directors may approve, and shall also bear the seal of the
corporation which shall be in the form theretofore used by the corporation,
or in a newer form adopted by the Directors.
Shares of stock may be transferred by assignment thereof in writing,
accompanied by delivery of the certificates; but no such transfer of stock
shall affect the right of the corporation to pay any dividend thereon or to
treat the holder of record as the holder in fact until the transfer has been
recorded upon the books of the corporation or a new certificate has been
issued to the person to whom the stock has been transferred.
In case of the loss of a certificate, a duplicate may be issued on such
reasonable terms as the Directors shall prescribe.
ARTICLE XIII
CLOSING OF TRANSFER BOOKS
The transfer books of the corporation may be closed for not exceeding
fifteen (15) days next prior to any meeting of the stockholders and at such
other times and for such reasonable periods as may be determined by the Board
of Directors.
ARTICLE XIV
FISCAL YEAR
The fiscal year of the corporation shall end on the thirty-first day of
December in each year.
ARTICLE XV
TRANSFER AGENT AND REGISTRAR
If the Board of Directors deem it advisable to have a transfer agent
other than the Treasurer, they may appoint any Bank or Trust Company to that
office. They may appoint the same or any other Bank or Trust Company as
Registrar of stock certificates if it appears desirable to have the stock
registered. They may terminate the authority of any Bank acting in either
capacity whenever it shall seem wise.
ARTICLE XVI
AMENDMENTS
These By-laws may be altered, amended or repealed at any meeting of the
stockholders called for the purpose by vote of a majority of stock present
and voting thereon, for 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.7.3
CERTIFICATE OF AMENDMENT
STOCK CORPORATION
Office of the Secretary of the State
30 Trinity Street/P.O. Box 150470/Hartford, CT 06115-0470/new 1-97
Space For Office Use Only
1. NAME OF CORPORATION
The Rocky River Realty Company
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:
SEE ATTACHMENT A.
(Please reference an 8 1/2 X 11 attachment if additional space is needed)
Space For Office Use Only
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 $100.00 per share, of which 100 shares are outstanding.
2. No shares are entitled to be voted as a group.
3. The shareholders 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 27 th day of April, 1998
Print of type name of signatory
O. Kay Comendul
Capacity of signatory
Assistant Secretary
Signature
/s/ O. Kay Comendul
ATTACHMENT A
(The Rocky River Realty Company)
RESOLVED, that Article SEVENTH of the Certificate of Incorporation of
the Company, as amended on December 26, 1996, is hereby deleted in its
entirety and replaced with a new Article SEVENTH to read as follows:
SEVENTH: Effective January 1, 1997, the Company shall indemnify and advance
reasonable expenses to an individual made or threatened to be made a party to
a proceeding because he/she is or was a Director of the Company to the
fullest extent permitted by law under Section 33-771 and Section 33-773 of
the Connecticut General Statutes, as may be amended from time to time
("Connecticut General Statutes"). The Company shall also indemnify and
advance reasonable expenses under Connecticut General Statutes Sections
33-770 to 33-778, inclusive, as amended, to any officer, employee or agent of
the company who is not a Director to the same extent as a Director and to
such further extent, consistent with public policy, as may be provided by
contract, the Certificate of Incorporation of the Company, the Bylaws of the
Company or a resolution of the Board of Directors. In connection with any
advance for such expenses, the Company may, but need not, require any such
officer, employee or agent to deliver a written affirmation of his/her good
faith belief that he/she has met the relevant standard of conduct or a
written undertaking to repay any funds advanced for expenses if it is
ultimately determined that he/she is not entitled to indemnification. The
Board of Directors, by resolution, the general counsel of the Company, or
such additional officer or officers as the Board of Directors may specify,
shall have the authority to determine that indemnification or advance for
such expenses to any such officer, employee or agent is permissible and to
authorize payment of such indemnification or advance for expenses. The Board
of Directors, by resolution, the general counsel of the Company, or such
additional officer or officers as the Board of Directors may specify, shall
also have the authority to determine the terms on which the Company shall
advance expenses to any such officer, employee or agent, which terms need not
require delivery by such officer, employee or agent of a written affirmation
of his/her good faith belief that he/she has met the relevant standard of
conduct or a written undertaking to repay any funds advanced for such
expenses if it is ultimately determined that he/she is not entitled to
indemnification.
The indemnification and advance for expenses provided for herein shall not be
deemed exclusive of any other rights to which those indemnified or eligible
for advance for expenses may be entitled under Connecticut law as in effect
on the effective date hereof and as thereafter amended or any Bylaw,
agreement, vote of shareholders or disinterested directors or otherwise, both
as to action in such person's official capacity and as to action in another
capacity while holding such office, and shall continue as to a person who has
ceased to be a director, officer, employee or agent and shall inure to the
benefit of the heirs, executors and administrators of such a person.
No lawful repeal or modification of this Article SEVENTH or the adoption of
any provision inconsistent herewith by the Board of Directors and
shareholders of the Company or change in statute shall apply to or have any
effect on the obligations of the Company to indemnify or to pay for or
reimburse in advance expenses incurred by a director, officer, employee or
agent of the Company in defending any proceeding arising out of or with
respect to any acts or omissions occurring at or prior to the effective date
of such repeal, modification or adoption of a provision or statutes change
inconsistent herewith.
Exhibit B.7.4
BY-LAWS
THE ROCKY RIVER REALTY COMPANY
Amended
December 22, 1947
March 1, 1982
February 11, 1998
THE ROCKY RIVER REALTY COMPANY
BY-LAWS
ARTICLE I.
Meetings of Stockholders
Section 1. All meetings of the stockholders may be held at any place,
either in or out of the State of Connecticut, as designated in the notice of
the meeting.
Section 2. The Annual Meeting of 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 and on such day and
hour in the months of January, February, March, April, May or June 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. In the event that no date for
the annual meeting is established or said meeting has not been held on the
date so fixed or determined, a special meeting in lieu of the annual meeting
may be held with all of the force and effect of an annual meeting.
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
five 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 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 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.
Section 8. Any action required or permitted to be taken at any meeting
of the stockholders may be taken by written consent, setting forth the action
so taken or to be taken without a meeting if all stockholders entitled to
vote on the matter consent to the action in writing and the written consents
are filed with the records of the meetings of stockholders. Such consents
shall have the same force and effect as a vote of shareholders taken at a
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 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 for the Company. All of 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 Secretaries 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 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 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 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, 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 his 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 of 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 delegated to
him or them by the Board or by the Secretary.
ARTICLE XI.
CORPORATION 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 proceedings, and shall
report the same to each regular meeting of the Board, or when called upon by
the Board.
Exhibit B.8.3
CERTIFICATE OF AMENDMENT
STOCK CORPORATION
Office of the Secretary of the State
30 Trinity Street/P.O. Box 150470/Hartford, CT 06115-0470/new 1-97
Space For Office Use Only
1. NAME OF CORPORATION
Research Park, 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:
SEE ATTACHMENT A.
(Please reference an 8 1/2 X 11 attachment if additional space is needed)
Space For Office Use Only
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 $100.00 per share, of which 50 shares are outstanding.
2. No shares are entitled to be voted as a group.
3. The shareholders vote was as follows:
Vote required for adoption: 34
Vote favoring adoption: 50
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 27 th day of April, 1998
Print or type name of signatory
O. Kay Comendul
Capacity of signatory
Assistant Secretary
Signature
/s/ O. Kay Comendul
ATTACHMENT A
(Research Park, Inc.)
RESOLVED, that Article FIFTH of the Certificate of Incorporation of the
Company, as amended on December 26, 1996, is hereby deleted in its entirety
and replaced with a new Article FIFTH to read as follows:
FIFTH: Effective January 1, 1997, the Company shall indemnify and advance
reasonable expenses to an individual made or threatened to be made a party to
a proceeding because he/she is or was a Director of the Company to the
fullest extent permitted by law under Section 33-771 and Section 33-773 of
the Connecticut General Statutes, as may be amended from time to time
("Connecticut General Statutes"). The Company shall also indemnify and
advance reasonable expenses under Connecticut General Statutes Sections
33-770 to 33-778, inclusive, as amended, to any officer, employee or agent of
the company who is not a Director to the same extent as a Director and to
such further extent, consistent with public policy, as may be provided by
contract, the Certificate of Incorporation of the Company, the Bylaws of the
Company or a resolution of the Board of Directors. In connection with any
advance for such expenses, the Company may, but need not, require any such
officer, employee or agent to deliver a written affirmation of his/her good
faith belief that he/she has met the relevant standard of conduct or a
written undertaking to repay any funds advanced for expenses if it is
ultimately determined that he/she is not entitled to indemnification. The
Board of Directors, by resolution, the general counsel of the Company, or
such additional officer or officers as the Board of Directors may specify,
shall have the authority to determine that indemnification or advance for
such expenses to any such officer, employee or agent is permissible and to
authorize payment of such indemnification or advance for expenses. The Board
of Directors, by resolution, the general counsel of the Company, or such
additional officer or officers as the Board of Directors may specify, shall
also have the authority to determine the terms on which the Company shall
advance expenses to any such officer, employee or agent, which terms need not
require delivery by such officer, employee or agent of a written affirmation
of his/her good faith belief that he/she has met the relevant standard of
conduct or a written undertaking to repay any funds advanced for such
expenses if it is ultimately determined that he/she is not entitled to
indemnification.
The indemnification and advance for expenses provided for herein shall not be
deemed exclusive of any other rights to which those indemnified or eligible
for advance for expenses may be entitled under Connecticut law as in effect
on the effective date hereof and as thereafter amended or any Bylaw,
agreement, vote of shareholders or disinterested directors or otherwise, both
as to action in such person's official capacity and as to action in another
capacity while holding such office, and shall continue as to a person who has
ceased to be a director, officer, employee or agent and shall inure to the
benefit of the heirs, executors and administrators of such a person.
No lawful repeal or modification of this Article FIFTH or the adoption of any
provision inconsistent herewith by the Board of Directors and shareholders of
the Company or change in statute shall apply to or have any effect on the
obligations of the Company to indemnify or to pay for or reimburse in advance
expenses incurred by a director, officer, employee or agent of the Company in
defending any proceeding arising out of or with respect to any acts or
omissions occurring at or prior to the effective date of such repeal,
modification or adoption of a provision or statutes change inconsistent
herewith.
Exhibit B.8.4
BY-LAWS
RESEARCH PARK, INC.
Amended
March 1, 1982
Amended
January 1, 1997
February 11, 1998
RESEARCH PARK, INC.
BY-LAWS
ARTICLE I.
MEETINGS OF STOCKHOLDERS
Section 1. All meetings of the stockholders may be held at any place,
either in or out of the State of Connecticut, as designated in the notice of
the meeting.
Section 2. The Annual Meeting of 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 and on such day and
hour in the months of January, February, March, April, May or June 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. In the event that no date for
the annual meeting is established or said meeting has not been held on the
date so fixed or determined, a special meeting in lieu of the annual meeting
may be held with all of the force and effect of an annual meeting.
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 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 seven days before the time of meeting, unless
such stockholders shall waive notice or be in attendance at the meeting.
Section 8. Any action required or permitted to be taken at any meeting
of the stockholders may be taken by written consent, setting forth the action
so taken or to be taken without a meeting if all stockholders entitled to
vote on the matter consent to the action in writing and the written consents
are filed with the records of the meetings of stockholders. Such consents
shall have the same force and effect as a vote of shareholders taken at a
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 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 Secretaries 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 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 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 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, 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 delegated 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 proceedings, and shall report the
same to each regular meeting of the Board, or when called upon by the Board.
Exhibit B.14.2
BY-LAWS
HOLYOKE WATER POWER COMPANY
Amended
December 17, 1958
December 14, 1967
March 28, 1973
March 1, 1982
February 11, 1998
HOLYOKE WATER POWER COMPANY
BY-LAWS
SECTION 1
The officers of the Corporation shall be a President, one or more
Vice Presidents, Clerk, one or more Assistant Clerks, Secretary, Treasurer
and one or more Assistant Treasurers, all of whom, except the President and
Vice Presidents, shall be chosen at the annual meeting of the Stockholders
and shall hold their offices until others are chosen and qualified.
The President shall be elected by ballot annually, by and from the
Board of Directors.
A Vice President may be elected annually by and from the Board of
Directors.
In case of a vacancy occurring in the office of President, the
Directors shall be and they hereby are empowered to fill any such vacancy,
until the next meeting of the stockholders and until a choice is made by them
to fill the same.
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.
The Directors are authorized to fill any vacancies which may occur
in the Board, to hold office until the next annual election.
SECTION 2
The President shall preside at all the meetings of the Stockholders
and of the Directors.
The Vice President shall discharge the duties of the President
whenever by reason of death, absence or other cause they cannot be discharged
by the President.
SECTION 3
The Clerk shall notify all meetings of the stockholders and of the
Directors and shall attend the same and keep a record of the proceedings of
each in a separate book and shall perform all the duties of the office of
Clerk. The Assistant Clerk shall perform the duties of office of Clerk in
the absence of the Clerk or in the event of the inability of the Clerk to
perform the duties of the office, or at the request of the Clerk. In case of
the absence from any meeting of the Clerk, and the Assistant Clerk, a Clerk
Pro Tempore shall be chosen, who shall for such meeting perform the duties of
the office of Clerk.
SECTION 4
The Treasurer shall give a bond for the faithful performance of his
duties in the sum of twenty thousand dollars either with the Fidelity and
Casualty Company, as at present, or with some other surety company authorized
to do business in the Commonwealth of Massachusetts, as surety. He shall
collect all assessments, and keep a regular account of his receipts and
disbursements, which shall at all times be open to the inspection of the
Directors.
The Assistant Treasurers shall discharge the duties of the
Treasurer whenever by reason of death, absence or other cause, they cannot be
discharged by the Treasurer, provided however, that all checks, except for
the payment of dividends, shall also be countersigned by the President or a
Vice President except as otherwise ordered by the Board of Directors.
ACTION OF THE BOARD OF DIRECTORS October 23, 1936
VOTED: That authority be and it is hereby given to the Assistant
Treasurers to sign checks drawn upon the bank deposits of the Company for the
payment of payroll and other ordinary operating expenses.
SECTION 5
The Directors may call meetings of their Board in such manner as
they shall prescribe. One-third of the directors then in office 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.
The Directors shall have power to purchase, and sell or lease land,
etc., water power or other property, and to manage the same in such manner as
they may deem expedient. They shall have power to appoint agents, and to
remove them from office; to appoint a clerk or a treasurer protempore in case
of vacancy, or absence; to fix salaries and compensations for all the
officers and agents employed by the Company; to declare dividends, to call
meetings of the Corporation; to instruct the agents and other officers and
regulate and control their doings; and to exercise a general superintendence
and control over the affairs of the Corporation in carrying out the objects
of the Company, as authorized by the Act of Incorporation.
SECTION 6
The Annual Meeting of 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 and on such day and hour in the months of
January, February, March, April, May or June 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. In the event that no date for the annual meeting
is established or said meeting has not been held on the date so fixed or
determined, a special meeting in lieu of the annual meeting may be held with
all of the force and effect of an annual meeting.
SECTION 7
Special meetings of the Stockholders may be called by the President or
by the Directors, and shall be called by the Clerk, or in case of the death,
absence, incapacity or refusal of the Clerk, by any other officer, upon
written application of any stockholder or stockholders who are entitled to
vote and who hold at least ten percent of the capital stock, stating the
time, place and purpose of the meeting.
SECTION 8
Seven days notice of the meetings of the Stockholders shall be
given by the Clerk to each Stockholder; and the putting into the Post Office
a letter addressed to each Stockholder, containing such notice at least seven
days before the day of meeting, shall be deemed a legal notice of such
meeting and the certificate of the Clerk on the records shall be competent
evidence thereof.
SECTION 9
At any such meetings, business of all kinds may be transacted,
although not specified in the notifications therefor.
SECTION 10
Each share shall entitle the proprietor to one vote.
SECTION 11
Absent Stockholders may vote by proxy, a written power therefor
being filed with the Clerk.
SECTION 12
Persons representing one-quarter part of the stock of the Company
at the time being, shall constitute a quorum for the transaction of business.
SECTION 13
Any action required or permitted to be taken at any meeting of the
stockholders may be taken without a meeting if all stockholders entitled to
vote on the matter consent to the action in writing and the written consents
are filed with the records of the meetings of stockholders. Such consents
shall be treated for all purposes as a vote at a meeting.
SECTION 14
Certificates of stock shall be in such form, and shall be
transferred upon the books of the Corporation in such manner as the Board of
Directors shall direct, and each certificate shall express on its face, its
number of shares for which, and the person to whom it is issued.
SECTION 15
The Seal of the Corporation shall be a circle with with words
Holyoke Water Power Company around the same, and the date of the Act of
Incorporation in the center.
SECTION 16
A meeting of the Directors of the Company shall be held each year
on the day and immediately after the adjournment of the annual meeting of the
Company and those Directors present at such meeting shall constitute a quorum
for the organization and election of officers for the ensuing year.
SECTION 17
The Company shall indemnify each of its Directors and officers
(including persons who serve at its request as Directors, officers, or in any
other similar capacity of another organization in which it has any interest
as a shareholder, creditor or otherwise) against all liabilities and
expenses, including amounts paid in satisfaction of judgments, in compromise
or as fines and penalties, and counsel fees, reasonably incurred by him in
connection with the defense or disposition of any action, suit or other
proceeding, whether civil or criminal, in which he may be involved or with
which he may be threatened, while in office or thereafter, by reason of his
being or having been such a director or officer, except with respect to any
matter as to which he shall have been adjudicated in such action, suit or
proceeding not to have acted in good faith in the reasonable belief that his
action was in the best interests of the corporation; provided, however, that
as to any matter disposed of by a compromise payment by such Director or
officer pursuant to a consent decree or otherwise, no indemnification either
for said payment or for any other expenses shall be provided unless such
compromise shall be approved as in the best interests of the corporation,
after notice that it involves such indemnification, (a) by a disinterested
majority of the directors then in office; or (b) by a majority of the
disinterested directors then in office, provided that there has been obtained
an opinion in writing of independent legal counsel to the effect that such
director or officer appears to have acted in good faith in the reasonable
belief that his action was in the best interests of the corporation; or (c)
by the holders of majority of the outstanding stock at the time entitled to
vote for Directors, voting as a single class, exclusive of any stock owned by
an interested Director or officer. In discharging his duty any such Director
or officer, when acting in good faith, may rely upon the books of account of
the corporation or of such other organization, reports made to the
corporation or to such other organization by any of its officers or employees
or by counsel, accountants, appraisers or other experts selected with
reasonable care by the Board of Directors or officers, or upon other records
of the corporation or of such other organization. Expenses incurred with
respect to any such action, suit or proceeding may be advanced by the
corporation prior to the final disposition of such action, suit or
proceeding, upon receipt of an undertaking by or on behalf of the recipient
to repay such amount unless it is ultimately determined that he is entitled
to indemnification. The right of indemnification hereby provided shall not
be exclusive of or affect any other right to which any Director or officer
may be entitled. As used in this paragraph, the terms "Director" and
"officer" include their respective heirs, executors and administrators, and
an "interested" Director or officer is one against whom in such capacity the
proceedings in question or another proceeding on the same or similar grounds
is then pending. Nothing contained in this Article shall affect any rights
to indemnification.
Exhibit B.15.3
BY-LAWS
HOLYOKE POWER AND ELECTRIC COMPANY
Amended
March 28, 1973
March 1, 1982
February 11, 1998
HOLYOKE POWER AND ELECTRIC COMPANY
BY-LAWS
ARTICLE I
STOCKHOLDERS
SECTION 1- STOCKHOLDERS MEETINGS
The Annual Meeting of 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 and on such day and hour in the months of
January, February, March, April, May or June 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. In the event that no date for the annual meeting
is established or said meeting has not been held on the date so fixed or
determined, a special meeting in lieu of the annual meeting may be held with
all of the force and effect of an annual meeting.
Special meetings of the Stockholders may be called by the President or
by the Directors, and shall be called by the Clerk, or in case of the death,
absence, incapacity or refusal of the Clerk, by any other officer, upon
written application of any stockholder or stockholders who are entitled to
vote and who hold at least ten percent of the capital stock, stating the
time, place and purpose of the meeting.
SECTION 2 - CONSENT IN LIEU OF STOCKHOLDERS MEETING
Any action required or permitted to be taken at any meeting of the
stockholders may be taken without a meeting if all stockholders entitled to
vote on the matter consent to the action in writing and the written consents
are filed with the records of the meetings of stockholders. Such consents
shall be treated for all purposes as a vote at a meeting.
SECTION 3 - NOTICE OF MEETINGS
A written or printed notice stating the place, day and hour thereof,
shall be given by the Clerk at least seven days before any annual meeting or
any special meeting of stockholders to each stockholder by leaving such
notice with him or at his residence or usual place of business, or by mailing
it postage prepaid and addressed to each stockholder at his address as it
appears upon the books of the corporation.
Notice of meetings of stockholders shall state the purpose for which the
meetings are called.
Notice shall not be required to be given of any adjourned meeting of
said stockholders.
A special meeting of stockholders may be held immediately and without
any formal notice upon the consent and waiver of formal notice by all the
stockholders.
SECTION 4 - QUORUM
A majority in interest of the stock of the Company entitled to vote
represented either in person or by proxy shall constitute a quorum for the
transaction of business at any annual or special meeting of the stockholders.
SECTION 5 - ADJOURNMENTS
In the absence of a quorum at any annual or special meeting, a majority
in interest of the stock present in person or by proxy, and entitled to vote
may adjourn the meeting from time to time for periods not exceeding thirty
(30) days, until a quorum shall be present.
At any such adjourned meetings at which a quorum is present, all
business which might have been transacted at the meeting as originally called
and intended may be transacted.
At any adjourned meeting proxies intended for use at the meeting as
originally called shall be valid unless by the terms of such proxies a
different intent shall appear.
SECTION 6 - VOTING
At each meeting of the stockholders each stockholder of the Company
entitled to vote shall have one (1) vote for each share of stock of the
Company held by such person and registered in his, or her name on the books
of the Company at the time of such meeting.
Such vote may be given by such stockholder either in person or by proxy.
ARTICLE II
SECTION 1 - OFFICERS
The officers of the Corporation shall be a President, one or more Vice
Presidents, Clerk, one or more Assistant Clerks, Secretary, Treasurer, one or
more Assistant Treasurers, and not less than three directors, all of whom,
except the President and Vice Presidents, shall be chosen by ballot at a
meeting of the Stockholders, and shall hold their offices for one year or
until others are chosen and qualified.
SECTION 2 - ELECTION OF OFFICERS
The Treasurer, Assistant Treasurers, Clerk, Assistant Clerk and
Directors shall be elected by ballot at the annual meeting of the
stockholders or at any special meeting. Additional directors can be elected
at any annual or special meeting.
The President and Vice Presidents shall be elected by the Board of
Directors at the annual meeting of the Directors or at any special meeting of
the Directors.
SECTION 3 - RESIGNATION FROM OFFICE
Any elected officer may resign his office at any time by resignation in
writing, and an acceptance thereof shall not be necessary to make it valid.
SECTION 4 - VACANCIES
Any vacancies of any executive office or the Board of Directors shall be
filled by the Board of Directors until the next meeting of the stockholders.
ARTICLE III
SECTION 1 - BOARD OF DIRECTORS
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 - MEETING OF THE BOARD OF DIRECTORS
The Board of Directors may hold its meetings, have one or more offices,
and keep books and records of the Company, at such place or places as said
Board may from time to time determine by proper resolution and pursuant to
the provisions of law and the By-Laws of the Company.
Immediately after each election of Directors, the Board shall meet for
the purpose of organization and transaction of its proper business. Such
first meeting may be held at any other time which shall be specified in a
notice given as hereinafter provided for meetings of said Board, or in a
consent and waiver of notice signed by all of the Directors.
Meetings of the Board of Directors shall be held whenever called by the
President of the Company, or on written request signed by not less than two
(2) Directors then duly in office.
Notice of such meetings shall be required to be delivered in hand or
mailed to each member of said Board addressed to the residence or usual place
of business of such member or director, not less than two (2) days before the
day of each meeting. Said notice, however, may be waived by any member or
Director in writing, by telegraph or by telephone, and any meeting of said
Board without notice of whatsoever kind shall be a legal meeting, provided
all members or Directors shall be present and shall have waived such notice.
Unless otherwise indicated in the notice thereof, any proper business
may be transacted at any regular or special meeting.
SECTION 3 - ORGANIZATION
At all meetings of the Board of Directors, the President, or in the
absence of the President, a chairman chosen by a majority of the members or
directors present at such meeting, shall act as chairman, and the Clerk of
the Company, or in the absence of the Clerk, a Clerk appointed by the
chairman shall act as Clerk.
SECTION 4 - QUORUM AND MANNER OF ACTING
One-third of the directors then in office 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
PRESIDENT
The President shall preside at all meetings of stockholders and the
Board of Directors. The President shall, subject to the Board of Directors,
perform such duties incident to the office of the President as may from time
to time be assigned by the Board of Directors for the President to perform.
ARTICLE V
VICE PRESIDENT
At the request of the President or in the absence or disability of the
President, the Vice President shall perform the duties of President, and when
so acting shall have the full power of the President and shall be governed by
and be subject to the restrictions upon the President.
ARTICLE VI
CLERK
The Clerk of the Company shall keep the minutes of the meetings of the
stockholders and of the Board of Directors and shall be required to give all
notices of such meetings in accordance with the provisions of these By-Laws
and as required by law. The Clerk shall be the custodian of all the records
of the Company.
The Clerk shall perform all the duties incident to the Office of the
Clerk and such other duties as from time to time may be assigned to said
officer by the Board of Directors or by the President.
The Assistant Clerk shall perform the duties of the office of Clerk of
the corporation in the absence of the Clerk, or in the event of the inability
of the Clerk to perform the duties of the office, or at the request of the
Clerk.
In case of the absence of the Clerk and the Assistant Clerk from any
meeting, a clerk pro tempore shall be chosen, who shall, for such meeting,
perform the duties of the office of Clerk.
ARTICLE VII
TREASURER
The Treasurer, subject to the control of the Board of Directors, shall
have full charge and custody of and be responsible for all the funds and
securities of the Company which may come into the care of said officer; and
shall maintain an account or accounts in the name of the Company in such bank
or banks, trust company or companies and other depositories as shall be
selected and determined by the Board of Directors.
Checks shall be signed by the Treasurer or such other officer or
officers as the Board of Directors may from time to time determine.
In general, the Treasurer shall perform all such acts and duties
incident to the office of Treasurer and such other duties as may be assigned
to said officer from time to time by the Board of Directors.
ARTICLE VIII
ASSISTANT TREASURERS
The Assistant Treasurers shall discharge the duties of the Treasurer
whenever by reason of death, absence or other cause, they cannot be
discharged by the Treasurer, provided, however, that all checks except for
the payment of dividends, shall also be countersigned by the President or a
Vice President, except as otherwise ordered by the Board of Directors.
ACTION OF THE BOARD OF DIRECTORS
VOTED: That authority be and it is hereby given to the Assistant
Treasurers to sign checks drawn upon the bank deposits of the Company for the
payment of payroll and other ordinary operating expenses.
ARTICLE IX
FISCAL YEAR
The fiscal year of the Company shall end on the thirty-first day of
December.
ARTICLE X
SEAL
The seal of the Company shall be circular in form and shall contain the
words "HOLYOKE POWER AND ELECTRIC COMPANY, CORPORATE SEAL 1925,
MASSACHUSETTS."
ARTICLE XI
AMENDMENTS
These By-Laws may be altered, amended or repealed, except as otherwise
provided by law, at any regular or special meeting duly called for the
purpose by a vote of a majority of the stockholders represented at said
meeting either in person or by proxy and entitled to vote, 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.
ARTICLE XII
INDEMNIFICATION OF OFFICERS AND DIRECTORS
The Company shall indemnify each of its Directors and officers
(including persons who serve at its request as Directors, officers, or in any
other similar capacity of another organization in which it has any interest
as a shareholder, creditor or otherwise) against all liabilities and
expenses, including amounts paid in satisfaction of judgments, in compromise
or as fines and penalties, and counsel fees, reasonably incurred by him in
connection with the defense or disposition of any action, suit or other
proceeding, whether civil or criminal, in which he may be involved or with
which he may be threatened, while in office or thereafter, by reason of his
being or having been such a Director or officer, except with respect to any
matter as to which he shall have been adjudicated in such action, suit or
proceeding not to have acted in good faith in the reasonable belief that his
action was in the best interests of the corporation; provided, however, that
as to any matter disposed of by a compromise payment by such Director of
officer pursuant to a consent decree or otherwise, no indemnification either
for said payment or for any other expenses shall be provided unless such
compromise shall be approved as in the best interests of the corporation,
after notice that it involves such indemnification, (a) by a disinterested
majority of the directors then in office; or (b) by a majority of the
disinterested directors then in office, provided that there has been obtained
an opinion in writing of independent legal counsel to the effect that such
director of officer appears to have acted in good faith in the reasonable
belief that his action was in the best interests of the corporation; or (c)
by the holders of majority of the outstanding stock at the time entitled to
vote for Directors, voting as a single class, exclusive of any stock owned by
an interested Director of officer. In discharging his duty any such director
of officer, when acting in good faith, may rely upon the books of account of
the corporation of or such other organization, reports made to the
corporation or to such other organization by any of its officers or employees
or by counsel, accountants, appraisers or other experts selected with
reasonable care by the Board of Directors of officers, or upon other records
of the corporation or of such other organization. Expenses incurred with
respect to any such action, suit or proceeding may be advanced by the
corporation prior to the final disposition of such action, suit or
proceeding, upon receipt of an undertaking by or an behalf of the recipient
to repay such amount unless it is ultimately determined that he is entitled
to indemnification. The right of indemnification hereby provided shall or be
exclusive of or affect any other right to which any Director of officer may
be entitled. As used in this paragraph, the terms "Director" and "officer"
include their respective heirs, executors and administrators, and an
"interested" Director or officer is one against whom in such capacity the
proceedings in question or another proceeding on the same or similar grounds
is then pending. Nothing contained in this Article shall affect any rights
to indemnification.
Exhibit B.16.3
CERTIFICATE OF AMENDMENT
STOCK CORPORATION
Office of the Secretary of the State
30 Trinity Street/P.O. Box 150470/Hartford, CT 06115-0470/new 1-97
Space For Office Use Only
1. NAME OF CORPORATION
Northeast Utilities Service Company
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:
SEE ATTACHMENT A.
(Please reference an 8 1/2 X 11 attachment if additional space is needed)
Space For Office Use Only
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" without
par value, of which 1 share is outstanding.
2. No shares are entitled to be voted as a group.
3. The shareholders vote was as follows:
Vote required for adoption: 1
Vote favoring adoption: 1
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 27 th day of April, 1998
Print or type name of signatory
O. Kay Comendul
Capacity of signatory
Assistant Secretary
Signature
/s/ O. Kay Comendul
ATTACHMENT A
(Northeast Utilities Service Company)
RESOLVED, that Article FIFTH of the Certificate of Incorporation of the
Company, as amended on December 26, 1996, is hereby deleted in its entirety
and replaced with a new Article FIFTH to read as follows:
FIFTH: Effective January 1, 1997, the Company shall indemnify and advance
reasonable expenses to an individual made or threatened to be made a party to
a proceeding because he/she is or was a Director of the Company to the
fullest extent permitted by law under Section 33-771 and Section 33-773 of
the Connecticut General Statutes, as may be amended from time to time
("Connecticut General Statutes"). The Company shall also indemnify and
advance reasonable expenses under Connecticut General Statutes Sections
33-770 to 33-778, inclusive, as amended, to any officer, employee or agent of
the company who is not a Director to the same extent as a Director and to
such further extent, consistent with public policy, as may be provided by
contract, the Certificate of Incorporation of the Company, the Bylaws of the
Company or a resolution of the Board of Directors. In connection with any
advance for such expenses, the Company may, but need not, require any such
officer, employee or agent to deliver a written affirmation of his/her good
faith belief that he/she has met the relevant standard of conduct or a
written undertaking to repay any funds advanced for expenses if it is
ultimately determined that he/she is not entitled to indemnification. The
Board of Directors, by resolution, the general counsel of the Company, or
such additional officer or officers as the Board of Directors may specify,
shall have the authority to determine that indemnification or advance for
such expenses to any such officer, employee or agent is permissible and to
authorize payment of such indemnification or advance for expenses. The Board
of Directors, by resolution, the general counsel of the Company, or such
additional officer or officers as the Board of Directors may specify, shall
also have the authority to determine the terms on which the Company shall
advance expenses to any such officer, employee or agent, which terms need not
require delivery by such officer, employee or agent of a written affirmation
of his/her good faith belief that he/she has met the relevant standard of
conduct or a written undertaking to repay any funds advanced for such
expenses if it is ultimately determined that he/she is not entitled to
indemnification.
The indemnification and advance for expenses provided for herein shall not be
deemed exclusive of any other rights to which those indemnified or eligible
for advance for expenses may be entitled under Connecticut law as in effect
on the effective date hereof and as thereafter amended or any Bylaw,
agreement, vote of shareholders or disinterested directors or otherwise, both
as to action in such person's official capacity and as to action in another
capacity while holding such office, and shall continue as to a person who has
ceased to be a director, officer, employee or agent and shall inure to the
benefit of the heirs, executors and administrators of such a person.
No lawful repeal or modification of this Article FIFTH or the adoption of any
provision inconsistent herewith by the Board of Directors and shareholders of
the Company or change in statute shall apply to or have any effect on the
obligations of the Company to indemnify or to pay for or reimburse in advance
expenses incurred by a director, officer, employee or agent of the Company in
defending any proceeding arising out of or with respect to any acts or
omissions occurring at or prior to the effective date of such repeal,
modification or adoption of a provision or statutes change inconsistent
herewith.
Exhibit B.17.3
CERTIFICATE OF AMENDMENT
STOCK CORPORATION
Office of the Secretary of the State
30 Trinity Street/P.O. Box 150470/Hartford, CT 06115-0470/new 1-97
Space For Office Use Only
1. NAME OF CORPORATION
Northeast Nuclear Energy Company
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:
SEE ATTACHMENT A.
(Please reference an 8 1/2 X 11 attachment if additional space is needed)
Space For Office Use Only
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" without
par value of which 1500 shares are outstanding.
2. No shares are entitled to be voted as a group.
3. The shareholders vote was as follows:
Vote required for adoption: 1000
Vote favoring adoption: 1500
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 27 th day of April, 1998
Print or type name of signatory
O. Kay Comendul
Capacity of signatory
Assistant Secretary
Signature
/s/ O. Kay Comendul
ATTACHMENT A
(Northeast Nuclear Energy Company)
RESOLVED, that Article SEVENTH of the Certificate of Incorporation of
the Company, as amended on December 26, 1996, is hereby deleted in its
entirety and replaced with a new Article SEVENTH to read as follows:
SEVENTH: Effective January 1, 1997, the Company shall indemnify and advance
reasonable expenses to an individual made or threatened to be made a party to
a proceeding because he/she is or was a Director of the Company to the
fullest extent permitted by law under Section 33-771 and Section 33-773 of
the Connecticut General Statutes, as may be amended from time to time
("Connecticut General Statutes"). The Company shall also indemnify and
advance reasonable expenses under Connecticut General Statutes Sections
33-770 to 33-778, inclusive, as amended, to any officer, employee or agent
of the company who is not a Director to the same extent as a Director and to
such further extent, consistent with public policy, as may be provided by
contract, the Certificate of Incorporation of the Company, the Bylaws of the
Company or a resolution of the Board of Directors. In connection with any
advance for such expenses, the Company may, but need not, require any such
officer, employee or agent to deliver a written affirmation of his/her good
faith belief that he/she has met the relevant standard of conduct or a
written undertaking to repay any funds advanced for expenses if it is
ultimately determined that he/she is not entitled to indemnification. The
Board of Directors, by resolution, the general counsel of the Company, or
such additional officer or officers as the Board of Directors may specify,
shall have the authority to determine that indemnification or advance for
such expenses to any such officer, employee or agent is permissible and to
authorize payment of such indemnification or advance for expenses. The Board
of Directors, by resolution, the general counsel of the Company, or such
additional officer or officers as the Board of Directors may specify, shall
also have the authority to determine the terms on which the Company shall
advance expenses to any such officer, employee or agent, which terms need not
require delivery by such officer, employee or agent of a written affirmation
of his/her good faith belief that he/she has met the relevant standard of
conduct or a written undertaking to repay any funds advanced for such
expenses if it is ultimately determined that he/she is not entitled to
indemnification.
The indemnification and advance for expenses provided for herein shall not be
deemed exclusive of any other rights to which those indemnified or eligible
for advance for expenses may be entitled under Connecticut law as in effect
on the effective date hereof and as thereafter amended or any Bylaw,
agreement, vote of shareholders or disinterested directors or otherwise, both
as to action in such person's official capacity and as to action in another
capacity while holding such office, and shall continue as to a person who has
ceased to be a director, officer, employee or agent and shall inure to the
benefit of the heirs, executors and administrators of such a person.
No lawful repeal or modification of this Article SEVENTH or the adoption of
any provision inconsistent herewith by the Board of Directors and
shareholders of the Company or change in statute shall apply to or have any
effect on the obligations of the Company to indemnify or to pay for or
reimburse in advance expenses incurred by a director, officer, employee or
agent of the Company in defending any proceeding arising out of or with
respect to any acts or omissions occurring at or prior to the effective date
of such repeal, modification or adoption of a provision or statutes change
inconsistent herewith.
Exhibit B.17.4
BY-LAWS
NORTHEAST NUCLEAR ENERGY COMPANY
Amended
March 6, 1958
March 29, 1963
October 22, 1965
March 1, 1982
January 1, 1997
February 11, 1998
NORTHEAST NUCLEAR ENERGY COMPANY
BY-LAWS
ARTICLE I
MEETINGS OF STOCKHOLDERS
Section 1. The Annual Meeting of 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 and on such day and
hour in the months of January, February, March, April, May or June 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. In the event that no date for
the annual meeting is established or said meeting has not been held on the
date so fixed or determined, a special meeting in lieu of the annual meeting
may be held with all of the force and effect of an annual meeting.
Section 2. Special meetings of the Stockholders may be called by the
President or by the Directors, and shall be called by the Clerk, or in case
of the death, absence, incapacity or refusal of the Clerk, by any other
officer, upon written application of any stockholder or stockholders who are
entitled to vote and who hold at least ten percent of the capital stock,
stating the time, place and purpose of the meeting.
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.
Section 5. Any action required or permitted to be taken at any meeting
of the stockholders may be taken by written consent, setting forth the action
so taken or to be taken without a meeting if all stockholders entitled to
vote on the matter consent to the action in writing and the written consents
are filed with the records of the meetings of stockholders. Such consents
shall have the same force and effect as a vote of shareholders taken at a
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 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.25.3
CERTIFICATE OF AMENDMENT
STOCK CORPORATION
Office of the Secretary of the State
30 Trinity Street/P.O. Box 150470/Hartford, CT 06115-0470/new 1-97
Space For Office Use Only
1. NAME OF CORPORATION
Charter Oak Energy, 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:
SEE ATTACHMENT A.
(Please reference an 8 1/2 X 11 attachment if additional space is needed)
Space For Office Use Only
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 shareholders 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 27 th day of April, 1998
Print or type name of signatory
O. Kay Comendul
Capacity of signatory
Assistant Secretary
Signature
/s/ O Kay Comendul
ATTACHMENT A
(Charter Oak Energy, Inc.)
RESOLVED, that the Certificate of Incorporation of the Company, as previously
amended, is hereby further amended as follows:
The Article added by amendment dated December 26, 1996 is deleted in its
entirety and a new Article is hereby added to read as follows:
ARTICLE RELATING TO INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND
AGENTS: Effective January 1, 1997, the Company shall indemnify and advance
reasonable expenses to an individual made or threatened to be made a party to
a proceeding because he/she is or was a Director of the Company to the
fullest extent permitted by law under Section 33-771 and Section 33-773 of
the Connecticut General Statutes, as may be amended from time to time
("Connecticut General Statutes"). The Company shall also indemnify and
advance reasonable expenses under Connecticut General Statutes Sections
33-770 to 33-778, inclusive, as amended, to any officer, employee or agent
of the company who is not a Director to the same extent as a Director and to
such further extent, consistent with public policy, as may be provided by
contract, the Certificate of Incorporation of the Company, the Bylaws of the
Company or a resolution of the Board of Directors. In connection with any
advance for such expenses, the Company may, but need not, require any such
officer, employee or agent to deliver a written affirmation of his/her good
faith belief that he/she has met the relevant standard of conduct or a
written undertaking to repay any funds advanced for expenses if it is
ultimately determined that he/she is not entitled to indemnification. The
Board of Directors, by resolution, the general counsel of the Company, or
such additional officer or officers as the Board of Directors may specify,
shall have the authority to determine that indemnification or advance for
such expenses to any such officer, employee or agent is permissible and to
authorize payment of such indemnification or advance for expenses. The Board
of Directors, by resolution, the general counsel of the Company, or such
additional officer or officers as the Board of Directors may specify, shall
also have the authority to determine the terms on which the Company shall
advance expenses to any such officer, employee or agent, which terms need not
require delivery by such officer, employee or agent of a written affirmation
of his/her good faith belief that he/she has met the relevant standard of
conduct or a written undertaking to repay any funds advanced for such
expenses if it is ultimately determined that he/she is not entitled to
indemnification.
The indemnification and advance for expenses provided for herein shall not be
deemed exclusive of any other rights to which those indemnified or eligible
for advance for expenses may be entitled under Connecticut law as in effect
on the effective date hereof and as thereafter amended or any Bylaw,
agreement, vote of shareholders or disinterested directors or otherwise, both
as to action in such person's official capacity and as to action in another
capacity while holding such office, and shall continue as to a person who has
ceased to be a director, officer, employee or agent and shall inure to the
benefit of the heirs, executors and administrators of such a person.
No lawful repeal or modification of this article or the adoption of any
provision inconsistent herewith by the Board of Directors and shareholders of
the Company or change in statute shall apply to or have any effect on the
obligations of the Company to indemnify or to pay for or reimburse in advance
expenses incurred by a director, officer, employee or agent of the Company in
defending any proceeding arising out of or with respect to any acts or
omissions occurring at or prior to the effective date of such repeal,
modification or adoption of a provision or statutes change inconsistent
herewith.
Exhibit B.27.3
CERTIFICATE OF AMENDMENT
STOCK CORPORATION
Office of the Secretary of the State
30 Trinity Street/P.O. Box 150470/Hartford, CT 06115-0470/new 1-97
Space For Office Use Only
1. NAME OF CORPORATION
COE Development Corporation
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:
SEE ATTACHMENT A.
Please reference an 8 1/2 X 11 attachment if additional space is needed)
Space For Office Use Only
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 shareholders 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 27 th day of April, 1998
Print or type name of signatory
O. Kay Comendul
Capacity of signatory
Assistant Secretary
Signature
/s/ O. Kay Comendul
ATTACHMENT A
(COE Development Corporation)
RESOLVED, that the Certificate of Incorporation of the Company, as
previously amended, is hereby further amended as follows:
The Article added by amendment dated December 26, 1996 is deleted in its
entirety and a new Article is hereby added to read as follows:
ARTICLE RELATING TO INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND
AGENTS: Effective January 1, 1997, the Company shall indemnify and advance
reasonable expenses to an individual made or threatened to be made a party to
a proceeding because he/she is or was a Director of the Company to the
fullest extent permitted by law under Section 33-771 and Section 33-773 of
the Connecticut General Statutes, as may be amended from time to time
("Connecticut General Statutes"). The Company shall also indemnify and
advance reasonable expenses under Connecticut General Statutes Sections
33-770 to 33-778, inclusive, as amended, to any officer, employee or agent
of the company who is not a Director to the same extent as a Director and to
such further extent, consistent with public policy, as may be provided by
contract, the Certificate of Incorporation of the Company, the Bylaws of the
Company or a resolution of the Board of Directors. In connection with any
advance for such expenses, the Company may, but need not, require any such
officer, employee or agent to deliver a written affirmation of his/her good
faith belief that he/she has met the relevant standard of conduct or a
written undertaking to repay any funds advanced for expenses if it is
ultimately determined that he/she is not entitled to indemnification. The
Board of Directors, by resolution, the general counsel of the Company, or
such additional officer or officers as the Board of Directors may specify,
shall have the authority to determine that indemnification or advance for
such expenses to any such officer, employee or agent is permissible and to
authorize payment of such indemnification or advance for expenses. The Board
of Directors, by resolution, the general counsel of the Company, or such
additional officer or officers as the Board of Directors may specify, shall
also have the authority to determine the terms on which the Company shall
advance expenses to any such officer, employee or agent, which terms need not
require delivery by such officer, employee or agent of a written affirmation
of his/her good faith belief that he/she has met the relevant standard of
conduct or a written undertaking to repay any funds advanced for such
expenses if it is ultimately determined that he/she is not entitled to
indemnification.
The indemnification and advance for expenses provided for herein shall not be
deemed exclusive of any other rights to which those indemnified or eligible
for advance for expenses may be entitled under Connecticut law as in effect
on the effective date hereof and as thereafter amended or any Bylaw,
agreement, vote of shareholders or disinterested directors or otherwise, both
as to action in such person's official capacity and as to action in another
capacity while holding such office, and shall continue as to a person who has
ceased to be a director, officer, employee or agent and shall inure to the
benefit of the heirs, executors and administrators of such a person.
No lawful repeal or modification of this article or the adoption of any
provision inconsistent herewith by the Board of Directors and shareholders of
the Company or change in statute shall apply to or have any effect on the
obligations of the Company to indemnify or to pay for or reimburse in advance
expenses incurred by a director, officer, employee or agent of the Company in
defending any proceeding arising out of or with respect to any acts or
omissions occurring at or prior to the effective date of such repeal,
modification or adoption of a provision or statutes change inconsistent
herewith.
Exhibit B.30.3
Certificate of Dissolution
Dissolution By Board of Directors and Shareholders
Stock Corporation
Office of the Secretary of the State
30 Trinity Street/P.O. Box 150470/Hartford, CT 06115-0470/new/1-97
1. Name of Corporation:
COE Argentina I Corp.
2. Date on Which Dissolution was Authorized: 12/23/1997
3. Vote Information:
The dissolution was approved by resolution of the board of directors and
authorized by shareholders as follows:
Number of votes entitled to be cast
100
Number of votes cast in favor of dissolution
100
Number of votes cast against dissolution
0
(Note: If voting by voting groups was required, please provide the above
voting information for each group)
Check the Following Statement if Applicable
X The number of shareholder votes cast in favor of dissolution was
sufficient for approval.
4. Execution
Dated this 29th day of December, 1997
John B. Keane
Print or type name of signatory
Vice President/Treasurer
Capacity of signatory
/s/John B. Keane
Signature
Note: A corporation may only revoke its dissolution within 120 days of the
effective date of such dissolution.
Instructions for Completion of Certificate of Dissolution By
Directors/Shareholders Stock Corporation
(Instructions correspond with numbered entries on the form)
1. Name of Corporation: Please provide the name of the corporation as it
currently appears on the records of the Secretary of State.
2. Date Dissolution Was Authorized: Please provide the month, day and year
on which the directors/members authorized the dissolution of the corporation.
3. Vote Information: Please complete the appropriate blocks and include
either the number of shareholder votes entitled to be cast, the number of
shareholder votes cast in favor of the dissolution and the number of
shareholder votes cast against dissolving the corporation or the number of
shareholder votes entitled to be cast and the number of shareholder votes
cast in favor of dissolution along with a check mark next to the statement
below that the number of shareholder votes cast in favor of dissolution was
sufficient for approval. Note: if shareholders are entitled to vote
separately by class, each class must be designated separately along with the
required vote information for each.
4. Execution: The document must be executed by an authorized official of
the corporation. That person must print or type their name, state the
capacity under which they sign and provide an original signature. The
execution constitutes a legal statement under the penalties of false
statement that the information provided in the document is true.
STATE OF CONNECTICUT )
) ss. Hartford
OFFICE OF THE SECRETARY OF STATE )
I hereby certify that this is a true copy of record
in this Office
In Testimony whereof, I have hereunto set my hand,
and affixed the Seal of said State, at Hartford,
this 7th day of January A.D. 1998
/s/Miles S. Rapaport
Secretary of the State
Exhibit B.31.3
CERTIFICATE OF AMENDMENT
STOCK CORPORATION
Office of the Secretary of the State
30 Trinity Street/P.O. Box 150470/Hartford, CT
06115-0470/new 1-97
Space For Office Use Only
1. NAME OF CORPORATION
COE Argentina II Corp.
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:
SEE ATTACHMENT A.
(Please reference an 8 1/2 X 11 attachment if additional space is needed)
Space For Office Use Only
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 shareholders 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 27 th day of April, 1998
Print or type name of signatory
O. Kay Comendul
Capacity of signatory
Assistant Secretary
Signature
/s/ O. Kay Comendul
ATTACHMENT A
(COE Argentina II Corp.)
RESOLVED, that the Certificate of Incorporation of the Company, as
previously amended, is hereby further amended as follows:
The Article added by amendment dated December 26, 1996 is deleted in its
entirety and a new Article is hereby added to read as follows:
ARTICLE RELATING TO INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND
AGENTS: Effective January 1, 1997, the Company shall indemnify and advance
reasonable expenses to an individual made or threatened to be made a party to
a proceeding because he/she is or was a Director of the Company to the
fullest extent permitted by law under Section 33-771 and Section 33-773 of
the Connecticut General Statutes, as may be amended from time to time
("Connecticut General Statutes"). The Company shall also indemnify and
advance reasonable expenses under Connecticut General Statutes Sections
33-770 to 33-778, inclusive, as amended, to any officer, employee or agent
of the company who is not a Director to the same extent as a Director and to
such further extent, consistent with public policy, as may be provided by
contract, the Certificate of Incorporation of the Company, the Bylaws of the
Company or a resolution of the Board of Directors. In connection with any
advance for such expenses, the Company may, but need not, require any such
officer, employee or agent to deliver a written affirmation of his/her good
faith belief that he/she has met the relevant standard of conduct or a
written undertaking to repay any funds advanced for expenses if it is
ultimately determined that he/she is not entitled to indemnification. The
Board of Directors, by resolution, the general counsel of the Company, or
such additional officer or officers as the Board of Directors may specify,
shall have the authority to determine that indemnification or advance for
such expenses to any such officer, employee or agent is permissible and to
authorize payment of such indemnification or advance for expenses. The Board
of Directors, by resolution, the general counsel of the Company, or such
additional officer or officers as the Board of Directors may specify, shall
also have the authority to determine the terms on which the Company shall
advance expenses to any such officer, employee or agent, which terms need not
require delivery by such officer, employee or agent of a written affirmation
of his/her good faith belief that he/she has met the relevant standard of
conduct or a written undertaking to repay any funds advanced for such
expenses if it is ultimately determined that he/she is not entitled to
indemnification.
The indemnification and advance for expenses provided for herein shall not be
deemed exclusive of any other rights to which those indemnified or eligible
for advance for expenses may be entitled under Connecticut law as in effect
on the effective date hereof and as thereafter amended or any Bylaw,
agreement, vote of shareholders or disinterested directors or otherwise, both
as to action in such person's official capacity and as to action in another
capacity while holding such office, and shall continue as to a person who has
ceased to be a director, officer, employee or agent and shall inure to the
benefit of the heirs, executors and administrators of such a person.
No lawful repeal or modification of this article or the adoption of any
provision inconsistent herewith by the Board of Directors and shareholders of
the Company or change in statute shall apply to or have any effect on the
obligations of the Company to indemnify or to pay for or reimburse in advance
expenses incurred by a director, officer, employee or agent of the Company in
defending any proceeding arising out of or with respect to any acts or
omissions occurring at or prior to the effective date of such repeal,
modification or adoption of a provision or statutes change inconsistent
herewith.
Exhibit B.32.3
CERTIFICATE OF AMENDMENT
STOCK CORPORATION
Office of the Secretary of the State
30 Trinity Street/P.O. Box 150470/Hartford, CT 06115-0470/new 1-97
Space For Office Use Only
1. NAME OF CORPORATION
COE Ave Fenix Corporation
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:
SEE ATTACHMENT A.
(Please reference an 8 1/2 X 11 attachment if additional space is needed)
Space For Office Use Only
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 shareholders 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 27 th day of April, 1998
Print or type of name of signatory
O. Kay Comendul
Capacity of signatory
Assistant Secretary
Signature
/s/ O. Kay Comendul
ATTACHMENT A
(COE Ave Fenix Corporation)
RESOLVED, that the Certificate of Incorporation of the Company, as
previously amended, is hereby further amended as follows:
The Article added by amendment dated December 26, 1996 is deleted in its
entirety and a new Article is hereby added to read as follows:
ARTICLE RELATING TO INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND
AGENTS: Effective January 1, 1997, the Company shall indemnify and advance
reasonable expenses to an individual made or threatened to be made a party to
a proceeding because he/she is or was a Director of the Company to the
fullest extent permitted by law under Section 33-771 and Section 33-773 of
the Connecticut General Statutes, as may be amended from time to time
("Connecticut General Statutes"). The Company shall also indemnify and
advance reasonable expenses under Connecticut General Statutes Sections
33-770 to 33-778, inclusive, as amended, to any officer, employee or agent
of the company who is not a Director to the same extent as a Director and to
such further extent, consistent with public policy, as may be provided by
contract, the Certificate of Incorporation of the Company, the Bylaws of the
Company or a resolution of the Board of Directors. In connection with any
advance for such expenses, the Company may, but need not, require any such
officer, employee or agent to deliver a written affirmation of his/her good
faith belief that he/she has met the relevant standard of conduct or a
written undertaking to repay any funds advanced for expenses if it is
ultimately determined that he/she is not entitled to indemnification. The
Board of Directors, by resolution, the general counsel of the Company, or
such additional officer or officers as the Board of Directors may specify,
shall have the authority to determine that indemnification or advance for
such expenses to any such officer, employee or agent is permissible and to
authorize payment of such indemnification or advance for expenses. The Board
of Directors, by resolution, the general counsel of the Company, or such
additional officer or officers as the Board of Directors may specify, shall
also have the authority to determine the terms on which the Company shall
advance expenses to any such officer, employee or agent, which terms need not
require delivery by such officer, employee or agent of a written affirmation
of his/her good faith belief that he/she has met the relevant standard of
conduct or a written undertaking to repay any funds advanced for such
expenses if it is ultimately determined that he/she is not entitled to
indemnification.
The indemnification and advance for expenses provided for herein shall not be
deemed exclusive of any other rights to which those indemnified or eligible
for advance for expenses may be entitled under Connecticut law as in effect
on the effective date hereof and as thereafter amended or any Bylaw,
agreement, vote of shareholders or disinterested directors or otherwise, both
as to action in such person's official capacity and as to action in another
capacity while holding such office, and shall continue as to a person who has
ceased to be a director, officer, employee or agent and shall inure to the
benefit of the heirs, executors and administrators of such a person.
No lawful repeal or modification of this article or the adoption of any
provision inconsistent herewith by the Board of Directors and shareholders of
the Company or change in statute shall apply to or have any effect on the
obligations of the Company to indemnify or to pay for or reimburse in advance
expenses incurred by a director, officer, employee or agent of the Company in
defending any proceeding arising out of or with respect to any acts or
omissions occurring at or prior to the effective date of such repeal,
modification or adoption of a provision or statutes change inconsistent
herewith.
Exhibit B.39.3
CERTIFICATE OF AMENDMENT
STOCK CORPORATION
Office of the Secretary of the State
30 Trinity Street/P.O. Box 150470/Hartford, CT 06115-0470 /new 1-97
Space For Office Use Only
1. NAME OF CORPORATION
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:
SEE ATTACHMENT A.
(Please reference an 8 1/2 X 11 attachment if additional space is needed)
Space For Office Use Only
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 shareholders 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 27 th day of April, 1998
Print or type name of signatory
O. Kay Comendul
Capacity of signatory
Assistant Secretary
Signature
/s/ O. Kay Comendul
ATTACHMENT A
(Mode 1 Communications, Inc.)
RESOLVED, that the Certificate of Incorporation of the Company, as
previously amended, is hereby further amended as follows:
The Article added by amendment dated December 26, 1996 is deleted in its
entirety and a new Article is hereby added to read as follows:
ARTICLE RELATING TO INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND
AGENTS: Effective January 1, 1997, the Company shall indemnify and advance
reasonable expenses to an individual made or threatened to be made a party to
a proceeding because he/she is or was a Director of the Company to the
fullest extent permitted by law under Section 33-771 and Section 33-773 of
the Connecticut General Statutes, as may be amended from time to time
("Connecticut General Statutes"). The Company shall also indemnify and
advance reasonable expenses under Connecticut General Statutes Sections
33-770 to 33-778, inclusive, as amended, to any officer, employee or agent
of the company who is not a Director to the same extent as a Director and to
such further extent, consistent with public policy, as may be provided by
contract, the Certificate of Incorporation of the Company, the Bylaws of the
Company or a resolution of the Board of Directors. In connection with any
advance for such expenses, the Company may, but need not, require any such
officer, employee or agent to deliver a written affirmation of his/her good
faith belief that he/she has met the relevant standard of conduct or a
written undertaking to repay any funds advanced for expenses if it is
ultimately determined that he/she is not entitled to indemnification. The
Board of Directors, by resolution, the general counsel of the Company, or
such additional officer or officers as the Board of Directors may specify,
shall have the authority to determine that indemnification or advance for
such expenses to any such officer, employee or agent is permissible and to
authorize payment of such indemnification or advance for expenses. The Board
of Directors, by resolution, the general counsel of the Company, or such
additional officer or officers as the Board of Directors may specify, shall
also have the authority to determine the terms on which the Company shall
advance expenses to any such officer, employee or agent, which terms need not
require delivery by such officer, employee or agent of a written affirmation
of his/her good faith belief that he/she has met the relevant standard of
conduct or a written undertaking to repay any funds advanced for such
expenses if it is ultimately determined that he/she is not entitled to
indemnification.
The indemnification and advance for expenses provided for herein shall not be
deemed exclusive of any other rights to which those indemnified or eligible
for advance for expenses may be entitled under Connecticut law as in effect
on the effective date hereof and as thereafter amended or any Bylaw,
agreement, vote of shareholders or disinterested directors or otherwise, both
as to action in such person's official capacity and as to action in another
capacity while holding such office, and shall continue as to a person who has
ceased to be a director, officer, employee or agent and shall inure to the
benefit of the heirs, executors and administrators of such a person.
No lawful repeal or modification of this article or the adoption of any
provision inconsistent herewith by the Board of Directors and shareholders of
the Company or change in statute shall apply to or have any effect on the
obligations of the Company to indemnify or to pay for or reimburse in advance
expenses incurred by a director, officer, employee or agent of the Company in
defending any proceeding arising out of or with respect to any acts or
omissions occurring at or prior to the effective date of such repeal,
modification or adoption of a provision or statutes change inconsistent
herewith.
Exhibit B.40.3
CERTIFICATE OF AMENDMENT
STOCK CORPORATION
Office of the Secretary of the State
30 Trinity Street/P.O. Box 150470/Hartford, CT 06115-0470/new 1-97
Space For Office Use Only
1. NAME OF CORPORATION
Select Energy, 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:
SEE ATTACHMENT A.
(Please reference an 8 1/2 X 11 attachment if additional space is needed)
Space For Office Use Only
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 shareholders 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 27 th day of April, 1998
Print or type name of signatory
O. Kay Comendul
Capcity of signatory
Assistant Secretary
Signature
/s/ O. Kay Comendul
ATTACHMENT A
(Select Energy, Inc.)
RESOLVED, that the Certificate of Incorporation of the Company, as
previously amended, is hereby further amended as follows:
The Article added by amendment dated December 26, 1996 is deleted in its
entirety and a new Article is hereby added to read as follows:
ARTICLE RELATING TO INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND
AGENTS: Effective January 1, 1997, the Company shall indemnify and advance
reasonable expenses to an individual made or threatened to be made a party to
a proceeding because he/she is or was a Director of the Company to the
fullest extent permitted by law under Section 33-771 and Section 33-773 of
the Connecticut General Statutes, as may be amended from time to time
("Connecticut General Statutes"). The Company shall also indemnify and
advance reasonable expenses under Connecticut General Statutes Sections
33-770 to 33-778, inclusive, as amended, to any officer, employee or agent
of the company who is not a Director to the same extent as a Director and to
such further extent, consistent with public policy, as may be provided by
contract, the Certificate of Incorporation of the Company, the Bylaws of the
Company or a resolution of the Board of Directors. In connection with any
advance for such expenses, the Company may, but need not, require any such
officer, employee or agent to deliver a written affirmation of his/her good
faith belief that he/she has met the relevant standard of conduct or a
written undertaking to repay any funds advanced for expenses if it is
ultimately determined that he/she is not entitled to indemnification. The
Board of Directors, by resolution, the general counsel of the Company, or
such additional officer or officers as the Board of Directors may specify,
shall have the authority to determine that indemnification or advance for
such expenses to any such officer, employee or agent is permissible and to
authorize payment of such indemnification or advance for expenses. The Board
of Directors, by resolution, the general counsel of the Company, or such
additional officer or officers as the Board of Directors may specify, shall
also have the authority to determine the terms on which the Company shall
advance expenses to any such officer, employee or agent, which terms need not
require delivery by such officer, employee or agent of a written affirmation
of his/her good faith belief that he/she has met the relevant standard of
conduct or a written undertaking to repay any funds advanced for such
expenses if it is ultimately determined that he/she is not entitled to
indemnification.
The indemnification and advance for expenses provided for herein shall not be
deemed exclusive of any other rights to which those indemnified or eligible
for advance for expenses may be entitled under Connecticut law as in effect
on the effective date hereof and as thereafter amended or any Bylaw,
agreement, vote of shareholders or disinterested directors or otherwise, both
as to action in such person's official capacity and as to action in another
capacity while holding such office, and shall continue as to a person who has
ceased to be a director, officer, employee or agent and shall inure to the
benefit of the heirs, executors and administrators of such a person.
No lawful repeal or modification of this article or the adoption of any
provision inconsistent herewith by the Board of Directors and shareholders of
the Company or change in statute shall apply to or have any effect on the
obligations of the Company to indemnify or to pay for or reimburse in advance
expenses incurred by a director, officer, employee or agent of the Company in
defending any proceeding arising out of or with respect to any acts or
omissions occurring at or prior to the effective date of such repeal,
modification or adoption of a provision or statutes change inconsistent
herewith.
Exhibit B.40.4
SELECT ENERGY, INC.
BY-LAWS
Adopted
October 7, 1996
Amended
January 1, 1997
May 12, 1997
SELECT 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.
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.41.1
CERTIFICATE OF INCORPORATION
OF
CL&P RECEIVABLES CORPORATION
The undersigned incorporator hereby forms a corporation under the Business
Corporation Act of the State of Connecticut.
FIRST: The name of the corporation is CL&P RECEIVABLES CORPORATION.
SECOND: The address of the Corporation's initial registered office in the
State of Connecticut and the name of its initial registered agent at such
address is:
Theresa H. Allsop
107 Selden Street
Berlin, CT 06037-5227
The residence address of the initial registered agent is:
1008 Mott Hill Road
South Glastonbury, CT 06073
The initial registered agent hereby accepts appointment:
/s/ Theresa H. Allsop
THIRD: The nature of the business to be transacted, and the purpose to be
promoted or carried out by the Corporation, is to engage exclusively in the
following business and activities:
1. To purchase or otherwise acquire accounts, chattel paper, instruments,
general intangibles and certain related rights and property (collectively,
the "Assets") from its parent or other of its affiliates and to sell such
Assets, or an interest therein, to a commercial paper conduit or other
financial institution or institutions.
2. To service and collect, or retain a servicer to service and collect, such
Assets; and
3. To engage in any lawful act or activity and to exercise any powers
permitted to corporations organized under the Connecticut Business
Corporation Act, as the same may be amended from time to time, that are
incidental to and necessary, suitable or convenient for the accomplishment of
the purposes specified in clauses (1) and (2) above.
FOURTH: The amount of capital stock of the Corporation hereby authorized is
twenty thousand (20,000) shares, without par value, which stock shall all be
common stock (the "Common Stock").
1. Common Stock
(a) Except as otherwise expressly provided by law, all voting rights shall
be vested in the holders of the Common Stock, and at each meeting of
shareholders of the Corporation, each holder of Common Stock shall be
entitled to one vote for each share on each matter to come before the
meeting.
(b) Dividends may be declared upon and paid to the holders of the Common
Stock as the Board of Directors shall determine.
(c) In the event of voluntary or involuntary liquidation or dissolution of
the Corporation, the holders of the Common Stock shall be entitled to share
ratably in all assets of the Corporation.
2. Vote Required in Certain Events
Without (i) the affirmative vote of 100% of the members of the Board of
Directors of the Corporation (including the Independent Director described in
Article SEVENTH), and (ii) the affirmative vote of the holders of 100% of the
number of shares of the Common Stock outstanding, voting (A) in person or by
proxy at a special meeting called for the purpose or (B) by unanimous written
consent of the holders of the Common Stock acting without such a meeting, as
the case may be, the Corporation shall not amend Article THIRD, this Article
FOURTH(2), Article SIXTH or Article SEVENTH of this Certificate of
Incorporation, or Article IV Section 4, Article VIII Section 2 or Article IX
of the Bylaws of the Corporation.
FIFTH: The minimum amount of stated capital with which the Corporation shall
commence business is One Thousand Dollars ($1,000).
SIXTH: The Corporation shall not, without the affirmative vote of 100% of
the members of the Board of Directors of the Corporation (including the
Independent Director described in Article SEVENTH), (i) make an assignment
for the benefit of creditors, file a petition in bankruptcy, petition or
apply to any tribunal for the appointment of a custodian, receiver or any
trustee for it or for a substantial part of its property, commence any
proceeding under any bankruptcy, reorganization, arrangement, readjustment of
debt, dissolution or liquidation law or statute of any jurisdiction, whether
now or hereinafter in effect, consent or acquiesce in the filing of any such
petition, application, proceeding or appointment of or taking possession by
the custodian, receiver, liquidator, assignee, trustee, sequestrator (or
other similar official) of the Corporation or any substantial part of its
property, or admit its inability to pay its debts generally as they become
due or authorize any of the foregoing to be done or taken on behalf of the
Corporation or (ii) merge or consolidate with any other entity, or dissolve,
liquidate or otherwise terminate its existence; provided that if at any time
the Independent Director is not then in office and acting, the Board of
Directors shall not vote upon any of the matters set forth in this Article
SIXTH unless and until such Independent Director shall have been duly
elected.
SEVENTH: The Corporation shall at all times (except in the event of death,
incapacity, resignation or removal) have at least one director (the
"Independent Director") who (i) is not then currently and has not been at any
time since August 1, 1992, an officer, director or employee of The
Connecticut Light and Power Company or any affiliate or subsidiary of The
Connecticut Light and Power Company, (ii) is not a current or former officer
or employee of the Corporation and (iii) is not a stockholder of The
Connecticut Light and Power Company or any affiliate or subsidiary of The
Connecticut Light and Power Company. The Independent Director shall be
elected in the same manner as other directors. In the event of the death,
incapacity, resignation or removal of the Independent Director, the Board of
Directors shall promptly appoint a replacement Independent Director. The
Independent Director shall not, in connection with any act or failure to act
in connection with any matter described in Article SIXTH, have a duty or
other obligation to the Corporation's shareholders (except as may be required
specifically by the statutory law of any applicable jurisdiction); instead,
the Independent Director=s fiduciary duty or other obligations with respect
to such act or failure to act in connection with any matter described in
Article SIXTH shall be owed to the Corporation, including the Corporation's
creditors. Every shareholder of the Corporation shall be deemed to have
consented to the foregoing by virtue of such shareholder's purchase of shares
of capital stock of the Corporation, and no further act or deed of any
shareholder shall be required to evidence such consent.
EIGHTH: The personal liability of any Director to the Corporation or its
shareholders for monetary damages for breach of duty as a Director is hereby
limited to the amount of the compensation received by the Director for
serving the Corporation during the year of the violation if such breach did
not (a) involve a knowing and culpable violation of law by the Director, (b)
enable the Director or an Associate, as defined in Section 33-840 of the
Connecticut General Statutes, to receive an improper personal economic gain,
(c) show a lack of good faith and a conscious disregard for the duty of the
Director to the Corporation under circumstances in which the Director was
aware that his or her conduct or omission created an unjustifiable risk of
serious injury to the Corporation, (d) constitute a sustained and unexcused
pattern of inattention that amounted to an abdication of the Director's duty
to the Corporation, or (e) create liability under Section 33-757 of the
Connecticut General Statutes. Any lawful repeal or modification of this
provision by the shareholders and the Board of Directors of the Corporation
shall not adversely affect any right or protection of a Director existing at
or prior to the time of such repeal or modification.
NINTH: The Corporation shall indemnify and advance expenses to an individual
made a party to a proceeding because he/she is or was a Director of the
Corporation under Section 33-771 of the Connecticut General Statutes,
Revision of 1958, as amended. The Corporation 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
Corporation who is not a director to the same extent as provided to a
director.
Dated at Hartford, Connecticut, this 5th day of September, 1997.
I hereby declare, under the penalties of false statement, that the statements
in the foregoing certificate are true.
/s/Sandra Bourgasser-Ketterling
Incorporator
Day, Berry & Howard
CityPlace I
Hartford, CT 06103-3499
Exhibit B.41.2
BYLAWS
CL&P RECEIVABLES CORPORATION
Adopted
September 12, 1997
BYLAWS
of
CL&P RECEIVABLES CORPORATION
ARTICLE I.
GENERAL
These Bylaws are intended to supplement and implement applicable provisions
of law and of the Certificate of Incorporation of this Corporation with
respect to the regulation of the affairs of this Corporation.
ARTICLE II.
MEETINGS OF SHAREHOLDERS
SECTION 1. Place of Meeting: Shareholders' meetings shall be held at the
principal offices of this Corporation or at such other place, either within
or without the State of Connecticut, as shall be designated in the notice of
meeting. Elections of directors need not be by ballot. The books of the
Corporation may be kept (subject to any provision contained in any applicable
statute) outside the State of Connecticut at such place or places as may be
designated from time to time by the Board of Directors or in these Bylaws.
SECTION 2. Annual Meeting: 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. Special Meetings: Special meetings may be called at any time by
the President or 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 4. Notice of Meetings: Written notice of the date, time and place
of each Annual and Special Meeting (a notice of a Special Meeting shall also
contain the general purpose or purposes for such meeting) shall be mailed or
delivered, at least ten (10) days but not more than sixty (60) days prior to
the date of such meeting, to each shareholder entitled to vote at such
meeting at his residence or usual place of business as shown on the records
of this Corporation, provided that any one or more of such shareholders, as
to himself or themselves, may waive such notice in writing or by attendance
without protest at such meeting.
SECTION 5. Quorum: The holders of a majority of the shares of the issued
and outstanding stock entitled to vote at a meeting, present either in person
or by proxy, shall constitute a quorum for the transaction of business at
such meeting of the shareholders. Except as otherwise provided by law or
these Bylaws, all questions shall be decided by a vote of the holders of a
majority of the shares present at any meeting of shareholders at which a
quorum is present. If a quorum be not present at such meeting, the
shareholders present in person or by proxy may adjourn to such future time as
shall be agreed upon by them and notice of such adjournment shall be given to
the shareholders not present or represented at the meeting.
SECTION 6. Shareholders' Action Without Meeting: Any action which, under
any provision of the Connecticut Business Corporation Act, may be taken at a
meeting of shareholders, may be taken without such a meeting if consent in
writing, setting forth the action so taken or to be taken, is signed
severally or collectively by all of the persons who would be entitled to vote
upon such action at a meeting, or by their duly authorized attorneys. The
Secretary of the Corporation shall file such consent or consents with the
minutes of the meetings of the shareholders.
ARTICLE III.
SHARES
SECTION 1. Share Certificates: Share certificates shall be in a form
adopted by the Board of Directors and shall be signed by the President or by
the Secretary. Such certificates shall bear the seal of the Corporation, the
name of the person to whom issued, and the number of such shares which such
certificate represents. The consideration for which the shares were issued
and the date of issue shall be entered on the Corporation's books.
SECTION 2. Transfer of Shares: Shares shall be transferred only on the
books of the Corporation by the holder thereof in person or by his attorney.
ARTICLE IV.
DIRECTORS
SECTION 1. Number, Election and Term of Office: A Board of not less than
three (3) nor more than seven (7) Directors, including the Independent
Director described in Article SEVENTH of the Certificate of Incorporation of
the Corporation, shall be elected at the organization meeting of the
Corporation and thereafter shall be elected by the shareholders entitled to
vote at Annual or Special Meetings of Shareholders. The number of positions
on the Board of Directors for purposes of incorporation shall be the number
fixed by resolution of the incorporator(s). Thereafter, the number of
positions on the Board of Directors shall be the number fixed by resolution
of the shareholders or Board of Directors, or, in the absence of such
resolution, shall be the number of Directors elected at the preceding Annual
Meeting of Shareholders. The number of positions on the Board of Directors
for any year, as fixed in accordance with the foregoing (hereinafter referred
to as the "number of directorships") may be increased or decreased at any
time as provided by law, except that there shall always be at least one
Independent Director as described in Article SEVENTH of the Certificate of
Incorporation of the Corporation.
SECTION 2. Removal of Directors: Any Director may be removed from office at
any time, with or without cause, by concurrent vote of the holders of not
less than a majority of the issued and outstanding shares entitled to vote,
at any meeting of shareholders called for that purpose.
SECTION 3. Vacancies: Vacancies created by an increase in the number of
directorships shall be filled for the unexpired term by action of
shareholders. Vacancies occurring by reason other than by increase in the
number of directorships shall be filled for the unexpired term by the
concurring vote of a majority of the Directors remaining in office, even
though such remaining Directors may be less than a majority of the number of
directorships (as fixed for the current year in accordance with Article IV,
Section 1). If such remaining Directors fail to fill a vacancy, then such
vacancy shall be filled by action of shareholders. The vacancy of a position
of Independent Director shall be filled only with another person meeting the
requirements of an Independent Director as set forth in Article SEVENTH of
the Certificate of Incorporation of the Corporation.
SECTION 4. Powers: The property, business and affairs of the Corporation
shall be managed by or under the direction of the Board of Directors which
may exercise all power and do all the things which may be exercised or done
by the Corporation subject to provisions of law, the statutes of the State of
Connecticut, the Certificate of Incorporation, these Bylaws, and any vote of
the shareholders. The Board of Directors is expressly authorized to
determine the use and disposition of any surplus and net profits of the
Corporation, including the determination of the amount of working capital
required, to set apart out of any of the funds of the Corporation, whether or
not available for dividends, a reserve or reserves for any proper purpose and
to abolish any such reserve in the manner in which it was created. In
addition to the foregoing, the Corporation shall conduct its affairs in the
following manner: (i) the Corporation will maintain separate bank accounts,
corporate records and books of account from those of any direct or ultimate
parent of the Corporation or any subsidiary or affiliate of any such parent;
(ii) the Corporation will pay from its own funds and assets its operating
expenses and liabilities; (iii) except as provided in the Receivables
Purchase and Sale Agreement to which the Corporation is or becomes a party,
the Corporation will act solely in its corporate name and through its own
authorized officers and agents; and (iv) the Corporation will not pay or
guaranty, or hold itself out as liable for, the obligations of its parent or
any subsidiary or affiliate of its parent.
SECTION 5. Compensation: The Board of Directors shall have the power to fix
from time to time the compensation of the Directors and the method of payment
thereof.
ARTICLE V.
MEETINGS OF DIRECTORS
SECTION 1. Annual Meetings: A regular meeting of the Board of Directors
shall be held without notice immediately after the Annual Meeting of
Shareholders, or as soon thereafter as convenient. At such meeting the Board
of Directors shall choose and appoint the officers of the Corporation who
shall hold their offices, subject to prior removal by the Board of Directors,
until the next annual meeting or until their successors are chosen and
qualify.
SECTION 2. Regular Meetings: All other regular meetings of the Board of
Directors may be held without notice at such date, time and place as the
Board of Directors may determine and fix by resolution.
SECTION 3. Special Meetings: Special meetings of the Board of Directors may
be held 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 one or more Directors.
SECTION 4. Notice: Written or oral notice of the date, time and place of
all special meetings of the Board of Directors shall be given to each
Director personally or mailed to his residence or usual place of business at
least 24 hours prior to the date of the meeting, provided that any one or
more Directors, as to himself or themselves, may waive such notice in writing
or by attendance without protest at such meeting.
SECTION 5. Quorum: Directors holding one-third of the number of
directorships shall constitute a quorum. Except as otherwise provided by law
or these Bylaws, all questions shall be decided by a vote of a majority of
the Directors present at any meeting of the Board of Directors at which a
quorum is present.
SECTION 6. Director Participation in Meetings by Telephone: A director may
participate in a meeting of the Board of Directors 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 pursuant to this section shall constitute presence in person at such
meeting.
SECTION 7. Directors' Action Without Meeting: If all the Directors
severally or collectively consent in writing to any action taken or to be
taken by the Corporation, such action shall be as valid as though it had been
authorized at a meeting of the Board of Directors. The Secretary of the
Corporation shall file such consent or consents with the minutes of the
meetings of the Board of Directors.
ARTICLE VI.
OFFICERS
SECTION 1. Titles, Election and Duties: 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 officer shall, subject to the removal
provision below, 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 Corporation, and each
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 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. 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. In addition to such powers and duties as these Bylaws 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 2. Chairman: 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 3. President: The President shall be the chief executive officer of
the Corporation and shall be responsible for the general supervision,
direction and control of the business and affairs of the Corporation. 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.
SECTION 4. Secretary: 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. The Secretary shall have
the custody of the Corporate Seal of the Corporation and shall affix the same
to all instruments requiring a seal except as otherwise provided in these
Bylaws.
SECTION 5. Assistant Secretaries: 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.
SECTION 6. Treasurer: The Treasurer shall have charge of all receipts and
disbursements of the Corporation, and shall be the custodian of the
Corporation's funds. He shall have full authority to receive and give
receipts for all moneys due and payable to the Corporation 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. 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.
SECTION 7. Assistant Treasurer: 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 VII.
SEAL
The corporate seal shall consist of a circular disc with the name of the
Corporation and the words "Connecticut" and "Seal" thereon.
ARTICLE VIII.
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 except as limited by Section 2. 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
such committee or among alternate members thereof may be filled by the Board
of Directors.
SECTION 2. Any such committee, to the extent provided in the resolution of
the Board of Directors, shall have and may exercise the powers and authority
of the Board of Directors in the management of the business and affairs of
the Corporation with the exception of any authority the delegation of which
is prohibited by Section 33-753(f) of the Connecticut Business Corporation
Act, the Certificate of Incorporation or Bylaws of the Corporation. No
Committee shall have the power or authority in reference to amending the
Certificate of Incorporation, to authorize or take any action described in
Article FOURTH (2), Article SEVENTH, or Article EIGHTH, adopting an agreement
of merger or consolidation, recommending to the shareholders the sale, lease,
or exchange of all or substantially all of the Corporation=s property and
assets, recommending to the shareholders a dissolution of the Corporation or
the revocation of a dissolution, or amending the Bylaws of the Corporation;
and, unless the resolution expressly so provides, no such committee shall
have the power or authority to declare a dividend or to authorize the
issuance of stock.
SECTION 3. 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 IX.
AMENDMENTS
These Bylaws may be altered, amended, added to, or repealed by the
affirmative vote of the holders of a majority of the voting power of shares
entitled to vote thereon or by an affirmative vote of Directors holding a
majority of the number of directorships, except that these Bylaws or any
alteration, amendment or repeal thereof shall not in any manner impair, nor
impair the intent of Article IV Section 4, Article VIII Section 2 or Article
IX of these Bylaws. Any notice of a meeting of shareholders or of the Board
of Directors at which these Bylaws are proposed to be altered, amended, added
to, or repealed shall include notice of such proposed action.
Exhibit B.42.1
ARTICLES OF INCORPORATION
OF
WMECO RECEIVABLES CORPORATION
The undersigned incorporator hereby forms a corporation under the
Business Corporation Act of the State of Connecticut.
FIRST: The name of the corporation is WMECO RECEIVABLES CORPORATION.
SECOND: The address of the Corporation's initial registered office in
the State of Connecticut and the name of its initial registered agent at such
address is:
Theresa H. Allsop
107 Selden Street
Berlin, CT 06037-5227
The residence address of the initial registered agent is:
1008 Mott Hill Road
South Glastonbury, CT 06073
The initial registered agent hereby accepts appointment:
/s/Theresa H. Allsop
THIRD: The nature of the business to be transacted, and the purpose to
be promoted or carried out by the Corporation, is to engage exclusively in
the following business and activities:
1. To purchase or otherwise acquire accounts, chattel paper,
instruments, general intangibles and certain related rights and property
(collectively, the "Assets") from its parent or other of its affiliates and
to sell such Assets, or an interest therein, to a commercial paper conduit or
other financial institution or institutions.
2. To service and collect, or retain a servicer to service and collect,
such Assets; and
3. To engage in any lawful act or activity and to exercise any powers
permitted to corporations organized under the Business Corporation Act of the
State of Connecticut, as the same may be amended from time to time, that are
incidental to and necessary, suitable or convenient for the accomplishment of
the purposes specified in clauses (1) and (2) above.
FOURTH: The amount of capital stock of the Corporation hereby
authorized is twenty thousand (20,000) shares, without par value, which stock
shall all be common stock (the "Common Stock").
1. Common Stock
(a) Except as otherwise expressly provided by law, all voting
rights shall be vested in the holders of the Common Stock, and at each
meeting of shareholders of the Corporation, each holder of Common Stock shall
be entitled to one vote for each share on each matter to come before the
meeting.
(b) Dividends may be declared upon and paid to the holders of the
Common Stock as the Board of Directors shall determine.
(c) In the event of voluntary or involuntary liquidation or
dissolution of the Corporation, the holders of the Common Stock shall be
entitled to share ratably in all assets of the Corporation.
2. Vote Required in Certain Events
Without (i) the affirmative vote of 100% of the members of the Board of
Directors of the Corporation (including the Independent Directors described
in Article SEVENTH), and (ii) the affirmative vote of the holders of 100% of
the number of shares of the Common Stock outstanding, voting (A) in person or
by proxy at a special meeting called for the purpose or (B) by unanimous
written consent of the holders of the Common Stock acting without such a
meeting, as the case may be, the Corporation shall not amend Article THIRD,
this Article FOURTH(2), Article SIXTH or Article SEVENTH of these Articles of
Incorporation, or Article IV Section 4, Article VIII Section 2 or Article IX
of the Bylaws of the Corporation.
FIFTH: The minimum amount of stated capital with which the Corporation
shall commence business is One Thousand Dollars ($1,000).
SIXTH: The Corporation shall not, without the affirmative vote of 100%
of the members of the Board of Directors of the Corporation (including the
Independent Directors described in Article SEVENTH), (i) make an assignment
for the benefit of creditors, file a petition in bankruptcy, petition or
apply to any tribunal for the appointment of a custodian, receiver or any
trustee for it or for a substantial part of its property, commence any
proceeding under any bankruptcy, reorganization, arrangement, readjustment of
debt, dissolution or liquidation law or statute of any jurisdiction, whether
now or hereinafter in effect, consent or acquiesce in the filing of any such
petition, application, proceeding or appointment of or taking possession by
the custodian, receiver, liquidator, assignee, trustee, sequestrator (or
other similar official) of the Corporation or any substantial part of its
property, or admit its inability to pay its debts generally as they become
due or authorize any of the foregoing to be done or taken on behalf of the
Corporation or (ii) merge or consolidate with any other entity, or dissolve,
liquidate or otherwise terminate its existence; provided that if at any time
the Independent Directors are not then in office and acting, the Board of
Directors shall not vote upon any of the matters set forth in this Article
SIXTH unless and until such Independent Directors shall have been duly
elected.
SEVENTH: The Corporation shall at all times (except in the event of
death, incapacity, resignation or removal) have at least two directors (the
"Independent Directors"), each of which is not (i) a director, officer,
employee or shareholder of Western Massachusetts Electric Company ("WMECO")
or any of its affiliates (other than a director of the Corporation or other
similar special purpose corporations), (ii) a director, officer or
shareholder of a Significant Customer or Significant Supplier, or (iii) a
spouse, parent, sibling or child of any individual described in clauses (i)
or (ii) hereinabove. The Independent Directors shall be elected in the same
manner as other directors. In the event of the death, incapacity,
resignation or removal of any Independent Director, the Board of Directors
shall promptly appoint a replacement Independent Director. The Independent
Directors shall not, in connection with any act or failure to act in
connection with any matter described in Article SIXTH, have a duty or other
obligation to the Corporation's shareholders (except as may be required
specifically by the statutory law of any applicable jurisdiction); instead,
the Independent Directors' fiduciary duty or other obligations with respect
to such act or failure to act in connection with any matter described in
Article SIXTH shall be owed to the Corporation, including the Corporation's
creditors. Every shareholder of the Corporation shall be deemed to have
consented to the foregoing by virtue of such shareholder's purchase of shares
of capital stock of the Corporation, and no further act or deed of any
shareholder shall be required to evidence such consent. For purposes of this
Article SEVENTH, a "Significant Customer" shall mean a customer from which
WMECO and its affiliates collectively received during WMECO's last fiscal
year payments in consideration for the products and services of WMECO and its
affiliates which exceed 3% of the consolidated gross revenues of WMECO and
its subsidiaries during such fiscal year, and a "Significant Supplier" shall
mean a supplier to which WMECO and its affiliates collectively made during
WMECO's last fiscal year payments in consideration for the supplier's
products and services in excess of 3% of the consolidated gross revenues of
WMECO and its subsidiaries during such fiscal year.
EIGHTH: The personal liability of any Director to the Corporation or
its shareholders for monetary damages for breach of duty as a Director is
hereby limited to the amount of the compensation received by the Director for
serving the Corporation during the year of the violation if such breach did
not (a) involve a knowing and culpable violation of law by the Director, (b)
enable the Director or an associate, as defined in Section 33-840 of the
Connecticut General Statutes, to receive an improper personal economic gain,
(c) show a lack of good faith and a conscious disregard for the duty of the
Director to the Corporation under circumstances in which the Director was
aware that his or her conduct or omission created an unjustifiable risk of
serious injury to the Corporation, (d) constitute a sustained and unexcused
pattern of inattention that amounted to an abdication of the Director's duty
to the Corporation, or (e) create liability under Section 33-757 of the
Connecticut General Statutes. Any lawful repeal or modification of this
provision by the shareholders and the Board of Directors of the Corporation
shall not adversely affect any right or protection of a Director existing at
or prior to the time of such repeal or modification.
NINTH: The Corporation shall indemnify and advance expenses to an
individual made a party to a proceeding because he/she is or was a Director
of the Corporation under Section 33-771 of the Connecticut General Statutes,
Revision of 1958, as amended. The Corporation 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
Corporation who is not a director to the same extent as provided to a
director.
Dated at Hartford, Connecticut, this 6th day of May, 1997.
I hereby declare, under the penalties of false statement, that the
statements in the foregoing certificate are true.
/s/Sandra Bourgasser-Ketterling
Incorporator
Day, Berry & Howard
CityPlace I
Hartford, CT 06103-3499
Exhibit B.42.2
BYLAWS
WMECO RECEIVABLES CORPORATION
Adopted
May 12, 1997
BYLAWS
of
WMECO RECEIVABLES CORPORATION
ARTICLE I.
GENERAL
These Bylaws are intended to supplement and implement applicable
provisions of law and of the Articles of Incorporation of this Corporation
with respect to the regulation of the affairs of this Corporation.
ARTICLE II.
MEETINGS OF SHAREHOLDERS
SECTION 1. Place of Meeting: Shareholders' meetings shall be held at
the principal offices of this Corporation or at such other place, either
within or without the State of Connecticut, as shall be designated in the
notice of meeting. Elections of directors need not be by ballot. The books
of the Corporation may be kept (subject to any provision contained in any
applicable statute) outside the State of Connecticut at such place or places
as may be designated from time to time by the Board of Directors or in these
Bylaws.
SECTION 2. Annual Meeting: 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. Special Meetings: Special meetings may be called at any
time by the President or 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 4. Notice of Meetings: Written notice of the date, time and
place of each Annual and Special Meeting (a notice of a Special Meeting shall
also contain the general purpose or purposes for such meeting) shall be
mailed or delivered, at least ten (10) days but not more than sixty (60) days
prior to the date of such meeting, to each shareholder entitled to vote at
such meeting at his residence or usual place of business as shown on the
records of this Corporation, provided that any one or more of such
shareholders, as to himself or themselves, may waive such notice in writing
or by attendance without protest at such meeting.
SECTION 5. Quorum: The holders of a majority of the shares of the
issued and outstanding stock entitled to vote at a meeting, present either in
person or by proxy, shall constitute a quorum for the transaction of business
at such meeting of the shareholders. Except as otherwise provided by law or
these Bylaws, all questions shall be decided by a vote of the holders of a
majority of the shares present at any meeting of shareholders at which a
quorum is present. If a quorum be not present at such meeting, the
shareholders present in person or by proxy may adjourn to such future time as
shall be agreed upon by them and notice of such adjournment shall be given to
the shareholders not present or represented at the meeting.
SECTION 6. Shareholders' Action Without Meeting: Any action which,
under any provision of the Connecticut Business Corporation Act, may be taken
at a meeting of shareholders, may be taken without such a meeting if consent
in writing, setting forth the action so taken or to be taken, is signed
severally or collectively by all of the persons who would be entitled to vote
upon such action at a meeting, or by their duly authorized attorneys. The
Secretary of the Corporation shall file such consent or consents with the
minutes of the meetings of the shareholders.
ARTICLE III.
SHARES
SECTION 1. Share Certificates: Share certificates shall be in a form
adopted by the Board of Directors and shall be signed by the President or by
the Secretary. Such certificates shall bear the seal of the Corporation, the
name of the person to whom issued, and the number of such shares which such
certificate represents. The consideration for which the shares were issued
and the date of issue shall be entered on the Corporation's books.
SECTION 2. Transfer of Shares: Shares shall be transferred only on the
books of the Corporation by the holder thereof in person or by his attorney.
ARTICLE IV.
DIRECTORS
SECTION 1. Number, Election and Term of Office: A Board of not less
than five (5) nor more than seven (7) Directors, including the Independent
Directors described in Article SEVENTH of the Articles of Incorporation of
the Corporation, shall be elected at the organization meeting of the
Corporation and thereafter shall be elected by the shareholders entitled to
vote at Annual or Special Meetings of Shareholders. The number of positions
on the Board of Directors for purposes of incorporation shall be the number
fixed by resolution of the incorporator(s). Thereafter, the number of
positions on the Board of Directors shall be the number fixed by resolution
of the shareholders or Board of Directors, or, in the absence of such
resolution, shall be the number of Directors elected at the preceding Annual
Meeting of Shareholders. The number of positions on the Board of Directors
for any year, as fixed in accordance with the foregoing (hereinafter referred
to as the "number of directorships") may be increased or decreased at any
time as provided by law, except that the number of Independent Directors as
described in Article SEVENTH of the Articles of Incorporation of the
Corporation shall never be decreased to less than two.
SECTION 2. Removal of Directors: Any Director may be removed from
office at any time, with or without cause, by concurrent vote of the holders
of not less than a majority of the issued and outstanding shares entitled to
vote, at any meeting of shareholders called for that purpose.
SECTION 3. Vacancies: Vacancies created by an increase in the number
of directorships shall be filled for the unexpired term by action of
shareholders. Vacancies occurring by reason other than by increase in the
number of directorships shall be filled for the unexpired term by the
concurring vote of a majority of the Directors remaining in office, even
though such remaining Directors may be less than a majority of the number of
directorships (as fixed for the current year in accordance with Article IV,
Section 1). If such remaining Directors fail to fill a vacancy, then such
vacancy shall be filled by action of shareholders. The vacancy of a position
of Independent Director shall be filled only with another person meeting the
requirements of an Independent Director as set forth in Article SEVENTH of
the Articles of Incorporation of the Corporation.
SECTION 4. Powers: The property, business and affairs of the
Corporation shall be managed by or under the direction of the Board of
Directors which may exercise all power and do all the things which may be
exercised or done by the Corporation subject to provisions of law, the
statutes of the State of Connecticut, the Articles of Incorporation, these
Bylaws, and any vote of the shareholders. The Board of Directors is
expressly authorized to determine the use and disposition of any surplus and
net profits of the Corporation, including the determination of the amount of
working capital required, to set apart out of any of the funds of the
Corporation, whether or not available for dividends, a reserve or reserves
for any proper purpose and to abolish any such reserve in the manner in which
it was created. In addition to the foregoing, the Corporation shall conduct
its affairs in the following manner: (i) to the extent specifically required
by the Receivables Purchase Agreement to be entered into among the
Corporation and Monte Rosa Capital Corporation, among others (as the same may
be amended, supplemented, amended and restated or otherwise modified in
accordance with its terms), the Corporation's funds and other assets will be
identifiable, and the Corporation will use commercially reasonable efforts to
prevent the deposit into a designated account of any funds other than
payments in respect of receivables and related security sold; (ii) the
Corporation will maintain separate bank accounts, corporate records and books
of account from those of any direct or ultimate parent of the Corporation or
any subsidiary or affiliate of any such parent; (iii) the Corporation will
pay from its funds and assets all obligations and indebtedness incurred by
it; (iv) the Corporation will act solely in its corporate name and through
its own authorized officers and agents; and (v) the Corporation will not
guaranty the liabilities of its parent or any subsidiary or affiliate of its
parent.
SECTION 5. Compensation: The Board of Directors shall have the power to
fix from time to time the compensation of the Directors and the method of
payment thereof.
ARTICLE V.
MEETINGS OF DIRECTORS
SECTION 1. Annual Meetings: A regular meeting of the Board of
Directors shall be held without notice immediately after the Annual Meeting
of Shareholders, or as soon thereafter as convenient. At such meeting the
Board of Directors shall choose and appoint the officers of the Corporation
who shall hold their offices, subject to prior removal by the Board of
Directors, until the next annual meeting or until their successors are chosen
and qualify.
SECTION 2. Regular Meetings: All other regular meetings of the Board
of Directors may be held without notice at such date, time and place as the
Board of Directors may determine and fix by resolution.
SECTION 3. Special Meetings: Special meetings of the Board of
Directors may be held 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 one or more Directors.
SECTION 4. Notice: Written or oral notice of the date, time and place
of all special meetings of the Board of Directors shall be given to each
Director personally or mailed to his residence or usual place of business at
least 24 hours prior to the date of the meeting, provided that any one or
more Directors, as to himself or themselves, may waive such notice in writing
or by attendance without protest at such meeting.
SECTION 5. Quorum: Directors holding one-third of the number of
directorships shall constitute a quorum. Except as otherwise provided by law
or these Bylaws, all questions shall be decided by a vote of a majority of
the Directors present at any meeting of the Board of Directors at which a
quorum is present.
SECTION 6. Director Participation in Meetings by Telephone: A director
may participate in a meeting of the Board of Directors 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 pursuant to this section shall constitute presence in person at such
meeting.
SECTION 7. Directors' Action Without Meeting: If all the Directors
severally or collectively consent in writing to any action taken or to be
taken by the Corporation, such action shall be as valid as though it had been
authorized at a meeting of the Board of Directors. The Secretary of the
Corporation shall file such consent or consents with the minutes of the
meetings of the Board of Directors.
ARTICLE VI.
OFFICERS
SECTION 1. Titles, Election and Duties: 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 officer shall, subject to the
removal provision below, 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 Corporation, and
each 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 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. 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. In addition to such powers and duties as these Bylaws 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 2. Chairman: 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 3. President: The President shall be the chief executive
officer of the Corporation and shall be responsible for the general
supervision, direction and control of the business and affairs of the
Corporation. 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.
SECTION 4. Secretary: 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. The Secretary
shall have the custody of the Corporate Seal of the Corporation and shall
affix the same to all instruments requiring a seal except as otherwise
provided in these Bylaws.
SECTION 5. Assistant Secretaries: 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.
SECTION 6. Treasurer: The Treasurer shall have charge of all receipts
and disbursements of the Corporation, and shall be the custodian of the
Corporation's funds. He shall have full authority to receive and give
receipts for all moneys due and payable to the Corporation 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. 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.
SECTION 7. Assistant Treasurer: 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 VII.
SEAL
The corporate seal shall consist of a circular disc with the name of the
Corporation and the words "Connecticut" and "Seal" thereon.
ARTICLE VIII.
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 except as limited by Section 2. 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 such committee or among alternate members thereof may be
filled by the Board of Directors.
SECTION 2. Any such committee, to the extent provided in the resolution
of the Board of Directors, shall have and may exercise the powers and
authority of the Board of Directors in the management of the business and
affairs of the Corporation with the exception of any authority the delegation
of which is prohibited by Section 33-753(f) of the Connecticut Business
Corporation Act, the Articles of Incorporation or Bylaws of the Corporation.
No Committee shall have the power or authority in reference to amending the
Articles of Incorporation, to authorize or take any action described in
Article FOURTH (2), Article SEVENTH, or Article EIGHTH, adopting an agreement
of merger or consolidation, recommending to the shareholders the sale, lease,
or exchange of all or substantially all of the Corporation's property and
assets, recommending to the shareholders a dissolution of the Corporation or
the revocation of a dissolution, or amending the Bylaws of the Corporation;
and, unless the resolution expressly so provides, no such committee shall
have the power or authority to declare a dividend or to authorize the
issuance of stock.
SECTION 3. 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 IX.
AMENDMENTS
These Bylaws may be altered, amended, added to, or repealed by the
affirmative vote of the holders of a majority of the voting power of shares
entitled to vote thereon or by an affirmative vote of Directors holding a
majority of the number of directorships, except that these Bylaws or any
alteration, amendment or repeal thereof shall not in any manner impair, nor
impair the intent of Article IV Section 4, Article VIII Section 2 or Article
IX of these Bylaws. Any notice of a meeting of shareholders or of the Board
of Directors at which these Bylaws are proposed to be altered, amended, added
to, or repealed shall include notice of such proposed action.
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<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 6,463,158
<OTHER-PROPERTY-AND-INVEST> 704,701
<TOTAL-CURRENT-ASSETS> 970,673
<TOTAL-DEFERRED-CHARGES> 2,275,880
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 10,414,412
<COMMON> 684,211
<CAPITAL-SURPLUS-PAID-IN> 932,493
<RETAINED-EARNINGS> 664,678
<TOTAL-COMMON-STOCKHOLDERS-EQ> 2,127,241
245,750
136,200
<LONG-TERM-DEBT-NET> 3,645,659
<SHORT-TERM-NOTES> 50,000
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 244,560
30,250
<CAPITAL-LEASE-OBLIGATIONS> 30,427
<LEASES-CURRENT> 177,304
<OTHER-ITEMS-CAPITAL-AND-LIAB> 3,572,880
<TOT-CAPITALIZATION-AND-LIAB> 10,414,412
<GROSS-OPERATING-REVENUE> 3,834,806
<INCOME-TAX-EXPENSE> (2,106)
<OTHER-OPERATING-EXPENSES> 3,641,174
<TOTAL-OPERATING-EXPENSES> 3,649,770
<OPERATING-INCOME-LOSS> 185,036
<OTHER-INCOME-NET> (29,179)
<INCOME-BEFORE-INTEREST-EXPEN> 166,559
<TOTAL-INTEREST-EXPENSE> 271,981
<NET-INCOME> (105,422)
30,286
<EARNINGS-AVAILABLE-FOR-COMM> (135,708)
<COMMON-STOCK-DIVIDENDS> 32,134
<TOTAL-INTEREST-ON-BONDS> 282,095
<CASH-FLOW-OPERATIONS> 377,221
<EPS-PRIMARY> (1.05)
<EPS-DILUTED> 0.00
<TABLE> <S> <C>
<ARTICLE> OPUR1
<CIK> 0000072741
<NAME> NORTHEAST UTILITIES AND SUBSIDIARIES
<SUBSIDIARY>
<NAME> THE CONNECTICUT LIGHT AND POWER COMPANY AND SUBSIDIARIES
<NUMBER> 1
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 3,737,113
<OTHER-PROPERTY-AND-INVEST> 493,848
<TOTAL-CURRENT-ASSETS> 519,799
<TOTAL-DEFERRED-CHARGES> 1,330,463
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 6,081,223
<COMMON> 122,229
<CAPITAL-SURPLUS-PAID-IN> 641,333
<RETAINED-EARNINGS> 385,823
<TOTAL-COMMON-STOCKHOLDERS-EQ> 1,149,385
151,250
116,200
<LONG-TERM-DEBT-NET> 2,023,316
<SHORT-TERM-NOTES> 96,300
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 20,011
3,750
<CAPITAL-LEASE-OBLIGATIONS> 18,042
<LEASES-CURRENT> 140,076
<OTHER-ITEMS-CAPITAL-AND-LIAB> 2,362,893
<TOT-CAPITALIZATION-AND-LIAB> 6,081,223
<GROSS-OPERATING-REVENUE> 2,465,587
<INCOME-TAX-EXPENSE> (70,429)
<OTHER-OPERATING-EXPENSES> 2,540,842
<TOTAL-OPERATING-EXPENSES> 2,477,986
<OPERATING-INCOME-LOSS> (12,399)
<OTHER-INCOME-NET> (5,484)
<INCOME-BEFORE-INTEREST-EXPEN> (10,310)
<TOTAL-INTEREST-EXPENSE> 134,067
<NET-INCOME> (144,377)
15,221
<EARNINGS-AVAILABLE-FOR-COMM> (159,598)
<COMMON-STOCK-DIVIDENDS> 5,989
<TOTAL-INTEREST-ON-BONDS> 132,127
<CASH-FLOW-OPERATIONS> 72,793
<EPS-PRIMARY> 0.00
<EPS-DILUTED> 0.00
<TABLE> <S> <C>
<ARTICLE> OPUR1
<CIK> 0000072741
<NAME> NORTHEAST UTILITIES AND SUBSIDIARIES
<SUBSIDIARY>
<NAME>WESTERN MASSACHUSETTS ELECTRIC COMPANY AND SUBSIDARY
<NUMBER> 2
<MULTIPLIER>1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 775,114
<OTHER-PROPERTY-AND-INVEST> 123,349
<TOTAL-CURRENT-ASSETS> 63,630
<TOTAL-DEFERRED-CHARGES> 217,035
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 1,179,128
<COMMON> 26,812
<CAPITAL-SURPLUS-PAID-IN> 151,171
<RETAINED-EARNINGS> 50,225
<TOTAL-COMMON-STOCKHOLDERS-EQ> 228,208
19,500
20,000
<LONG-TERM-DEBT-NET> 386,849
<SHORT-TERM-NOTES> 29,350
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 9,800
1,500
<CAPITAL-LEASE-OBLIGATIONS> 217
<LEASES-CURRENT> 32,670
<OTHER-ITEMS-CAPITAL-AND-LIAB> 451,034
<TOT-CAPITALIZATION-AND-LIAB> 1,179,128
<GROSS-OPERATING-REVENUE> 426,447
<INCOME-TAX-EXPENSE> (16,952)
<OTHER-OPERATING-EXPENSES> 443,338
<TOTAL-OPERATING-EXPENSES> 427,412
<OPERATING-INCOME-LOSS> (965)
<OTHER-INCOME-NET> 418
<INCOME-BEFORE-INTEREST-EXPEN> 479
<TOTAL-INTEREST-EXPENSE> 29,155
<NET-INCOME> (28,676)
3,140
<EARNINGS-AVAILABLE-FOR-COMM> (31,816)
<COMMON-STOCK-DIVIDENDS> 15,004
<TOTAL-INTEREST-ON-BONDS> 26,046
<CASH-FLOW-OPERATIONS> 27,660
<EPS-PRIMARY> 0.00
<EPS-DILUTED> 0.00
<TABLE> <S> <C>
<ARTICLE> OPUR1
<CIK> 0000072741
<NAME> NORTHEAST UTILITIES AND SUBSIDIARIES
<SUBSIDIARY>
<NAME>PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE
<NUMBER> 3
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 1,722,572
<OTHER-PROPERTY-AND-INVEST> 27,274
<TOTAL-CURRENT-ASSETS> 342,520
<TOTAL-DEFERRED-CHARGES> 744,793
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 2,837,159
<COMMON> 1
<CAPITAL-SURPLUS-PAID-IN> 423,713
<RETAINED-EARNINGS> 170,188
<TOTAL-COMMON-STOCKHOLDERS-EQ> 593,902
75,000
0
<LONG-TERM-DEBT-NET> 516,485
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 170,000
25,000
<CAPITAL-LEASE-OBLIGATIONS> 799,450
<LEASES-CURRENT> 122,363
<OTHER-ITEMS-CAPITAL-AND-LIAB> 534,959
<TOT-CAPITALIZATION-AND-LIAB> 2,837,159
<GROSS-OPERATING-REVENUE> 1,108,459
<INCOME-TAX-EXPENSE> 88,991
<OTHER-OPERATING-EXPENSES> 877,585
<TOTAL-OPERATING-EXPENSES> 964,185
<OPERATING-INCOME-LOSS> 144,274
<OTHER-INCOME-NET> 2,071
<INCOME-BEFORE-INTEREST-EXPEN> 143,954
<TOTAL-INTEREST-EXPENSE> 51,532
<NET-INCOME> 92,422
11,925
<EARNINGS-AVAILABLE-FOR-COMM> 80,497
<COMMON-STOCK-DIVIDENDS> 85,000
<TOTAL-INTEREST-ON-BONDS> 51,259
<CASH-FLOW-OPERATIONS> 232,703
<EPS-PRIMARY> 0.00
<EPS-DILUTED> 0.00
<TABLE> <S> <C>
<ARTICLE> OPUR1
<CIK> 0000072741
<NAME> NORTHEAST UTILITIES AND SUBSIDIARIES
<SUBSIDIARY>
<NAME>NORTH ATLANTIC ENERGY CORPORATION
<NUMBER> 6
<MULTIPLIER>1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 667,362
<OTHER-PROPERTY-AND-INVEST> 26,547
<TOTAL-CURRENT-ASSETS> 47,544
<TOTAL-DEFERRED-CHARGES> 273,186
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 1,014,639
<COMMON> 1
<CAPITAL-SURPLUS-PAID-IN> 160,999
<RETAINED-EARNINGS> 58,702
<TOTAL-COMMON-STOCKHOLDERS-EQ> 219,702
0
0
<LONG-TERM-DEBT-NET> 475,000
<SHORT-TERM-NOTES> 9,950
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 20,000
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 289,987
<TOT-CAPITALIZATION-AND-LIAB> 1,014,639
<GROSS-OPERATING-REVENUE> 192,381
<INCOME-TAX-EXPENSE> 10,451
<OTHER-OPERATING-EXPENSES> 120,475
<TOTAL-OPERATING-EXPENSES> 135,320
<OPERATING-INCOME-LOSS> 57,061
<OTHER-INCOME-NET> 6,458
<INCOME-BEFORE-INTEREST-EXPEN> 67,913
<TOTAL-INTEREST-EXPENSE> 37,960
<NET-INCOME> 29,953
0
<EARNINGS-AVAILABLE-FOR-COMM> 29,953
<COMMON-STOCK-DIVIDENDS> 25,000
<TOTAL-INTEREST-ON-BONDS> 50,722
<CASH-FLOW-OPERATIONS> 55,614
<EPS-PRIMARY> 0.00
<EPS-DILUTED> 0.00
<TABLE> <S> <C>
<ARTICLE> OPUR1
<CIK> 0000072741
<NAME> NORTHEAST UTILITIES AND SUBSIDIARIES
<SUBSIDIARY>
<NAME> HOLYOKE WATER POWER COMPANY AND SUBSIDIARY
<NUMBER> 4
<MULTIPLIER>1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 56,176
<OTHER-PROPERTY-AND-INVEST> 3,477
<TOTAL-CURRENT-ASSETS> 18,640
<TOTAL-DEFERRED-CHARGES> 2,995
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 81,288
<COMMON> 2,400
<CAPITAL-SURPLUS-PAID-IN> 6,000
<RETAINED-EARNINGS> 9,661
<TOTAL-COMMON-STOCKHOLDERS-EQ> 18,061
0
0
<LONG-TERM-DEBT-NET> 38,300
<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> 24,927
<TOT-CAPITALIZATION-AND-LIAB> 81,288
<GROSS-OPERATING-REVENUE> 40,056
<INCOME-TAX-EXPENSE> (1,092)
<OTHER-OPERATING-EXPENSES> 41,703
<TOTAL-OPERATING-EXPENSES> 40,711
<OPERATING-INCOME-LOSS> (655)
<OTHER-INCOME-NET> 253
<INCOME-BEFORE-INTEREST-EXPEN> (302)
<TOTAL-INTEREST-EXPENSE> 1,529
<NET-INCOME> (1,831)
0
<EARNINGS-AVAILABLE-FOR-COMM> (1,831)
<COMMON-STOCK-DIVIDENDS> 0
<TOTAL-INTEREST-ON-BONDS> 1,541
<CASH-FLOW-OPERATIONS> 2,031
<EPS-PRIMARY> 0.00
<EPS-DILUTED> 0.00
<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-31-1997
<PERIOD-END> DEC-31-1997
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 444
<OTHER-PROPERTY-AND-INVEST> 0
<TOTAL-CURRENT-ASSETS> 3,188
<TOTAL-DEFERRED-CHARGES> 131
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 3,763
<COMMON> 485
<CAPITAL-SURPLUS-PAID-IN> 0
<RETAINED-EARNINGS> (798)
<TOTAL-COMMON-STOCKHOLDERS-EQ> (313)
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> 3,652
<TOT-CAPITALIZATION-AND-LIAB> 3,763
<GROSS-OPERATING-REVENUE> 32,025
<INCOME-TAX-EXPENSE> (32)
<OTHER-OPERATING-EXPENSES> 32,050
<TOTAL-OPERATING-EXPENSES> 32,027
<OPERATING-INCOME-LOSS> (2)
<OTHER-INCOME-NET> 0
<INCOME-BEFORE-INTEREST-EXPEN> 7
<TOTAL-INTEREST-EXPENSE> 26
<NET-INCOME> (19)
0
<EARNINGS-AVAILABLE-FOR-COMM> (19)
<COMMON-STOCK-DIVIDENDS> 0
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> (11)
<EPS-PRIMARY> 0.00
<EPS-DILUTED> 0.00
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 Argentina I Corp. (100% owned by Charter Oak
Energy, Inc.)
- COE Argentina II Corp. (100% owned by Charter Oak
Energy, Inc.)
- COE Ave Fenix Corporation (100% owned by
Charter Oak Energy, Inc.)
- COE Tejona Corporation (100% owned by
Charter Oak Energy, Inc.)
- COE Development Corporation (100% owned by
Charter Oak Energy, Inc.)
ITEM 10. Exhibit I
Ave Fenix Energia S.A.
Balance Sheet at December 31, 1997
(Audited)
In pesos
ASSETS
CURRENT ASSETS
Cash and banks 1,691,784.94
Trade receivables 2,727,399.26
Other receivables 3,663,841.77
Total current assets 8,083,025.97
NONCURRENT ASSETS
Other receivables 15,810,723.26
Fixed assets 71,529,536.42
Intangible assets 1,729,707.98
Total noncurrent assets 89,069,967.66
Total assets 97,152,993.63
LIABILITIES
CURRENT LIABILITIES
Accounts payable 1,753,303.13
Financial loans 400,000.00
Taxes 9,455.51
Payroll and social security 5,445.31
Other debt 107,191.72
Total current liabilities 2,275,395.67
NONCURRENT LIABILITIES
Financial loans 42,600,000.00
Other debt 2,228,506.00
Total noncurrent liabilities 44,828,506.00
Total liabilities 47,103,901.67
SHAREHOLDER'S EQUITY (as per
respective statement) 50,049,091.96
Total 97,152,993.63
Item 10. Exhibit I
Ave Fenix Energia S.A.
Statement of Income for the year ended December 31, 1997
(Audited)
In pesos
Sales of Electricity 24,002,621.07
Cost of electricity sold (27,434,029.30)
Administrative expenses (920,095.82)
Selling expenses (35,581.00)
Other income 179,031.59
Financial and holding results (3,077,322.83)
Net loss (7,285,376.29)
Item 10. Exhibit I
Ave Fenix Energia S.A.
Statement of Changes in Shareholders' Equity for the year ended December 31,
1997
(Audited)
Un-
appropriated
Shares Irrevocable Retained
Outstanding Contributions Earnings Total
(in pesos)
Balances at
January 1, 1997 320,000.00 18,503,872.29 (578,289.02) 18,245,583.27
Irrevocable
contributions
received during
the year - 39,088,884.98 - 39,088,884.98
Net loss as per
statement of income - - (7,285,376.29) (7,285,376.29)
Balances at
December 31, 1997 320,000.00 57,592,757.27 (7,863,665.31) 50,049,091.96
Item 10. Exhibit I
Ave Fenix Energia S.A.
Statement of Changes in Working Capital for the year ended December 31, 1997
(Audited)
(in pesos)
CHANGES IN WORKING CAPITAL
Working capital at the beginning of year (57,816,907.18)
Decrease in current assets (12,419,088.60)
Decrease in current liabilities 76,043,626.08
Increase in working capital 63,624,537.48
Working capital at the end of year 5,807,630.30
CAUSES OF CHANGES IN WORKING CAPITAL
Net loss (7,285,376.29)
Add: Expenses not requiring working capital
Depreciation of fixed assets for the year 3,496,063.83
Residual value of fixed asset deletions 243,118.67
Amortization of intangible assets 927,870.11
Setting-up of the provision for equipment repair
and maintenance expenses 2,228,506.00
Working capital generated by ordinary operations -
Subtotal of sources (389,817.68)
Shareholders' contributions 39,088,884.98
Borrowings 42,600,000.00
Total sources 81,299,067.30
Purchase of fixed assets (610,709.08)
Intangible asset additions (1,253,097.48)
Increase in other noncurrent receivables (15,810,723.26)
Total uses (17,674,529.82)
Increase in working capital 63,624,537.48
