Commission File Number: 30-246
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-1004
FORM U5S
ANNUAL REPORT
FOR THE YEAR ENDED DECEMBER 31, 1999
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, 1999
TABLE OF CONTENTS
Item Page
- ---- ----
1. System Companies and Investments Therein........................ 2
2. Acquisitions or Sales of Utility Assets......................... 13
3. Issue, Sale, Pledge, Guarantee, or Assumption of
System Securities............................................... 13
4. Acquisition, Redemption or Retirement of System Securities...... 15
5. Investments in Securities of Nonsystem Companies................ 19
6. Officers and Directors.......................................... 21
7. Contributions and Public Relations.............................. 50
8. Service, Sales and Construction Contracts....................... 50
9. Wholesale Generators and Foreign Utility Companies.............. 50
10. Financial Statements and Exhibits............................... 51
Report of Independent Public Accountants........................ F-1
Signature....................................................... F-2
ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 1999
Name of Company No. of Common % of
- --------------- Shares Owned Voting Power
Name of Owner ------------- ------------
- -------------
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 Quinnehtuk Company (7) 3,500 100
The Rocky River Realty
Company (RRR) (7) 100 100
Charter Oak Energy, Inc. (COE) (8)* 100 100
NU Enterprises, Inc. (NUEI) (13) 100 100
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)* $941,497 $941,497
Public Service Company of
New Hampshire (PSNH) (2)(3)* 745,667 745,667
Western Massachusetts
Electric Company (WMECO) (2)(3)* 237,375 237,375
North Atlantic Energy
Corporation (NAEC) (3) 173,752 173,752
Holyoke Water Power
Company (HWP) (3)* 22,876 22,876
Northeast Utilities Service
Company (NUSCO) (4) 1 1
Northeast Nuclear Energy
Company (NNECO) (5) 15,919 15,919
North Atlantic Energy Service
Corporation (NAESCO) (6) 12 12
The Quinnehtuk Company (7) (2,376) (2,376)
The Rocky River Realty
Company (RRR) (7) 684 684
Charter Oak Energy, Inc. (COE) (8)* 23,101 23,101
NU Enterprises, Inc. (NUEI) (13) 74,522 74,522
Name of Company No. of Common % of
- --------------- Shares Owned Voting Power
Name of Owner ------------- ------------
- -------------
The Connecticut Light and
Power Company (2)(3)***
Name of Issuer
- --------------
CL&P Receivables Corporation (CRC) (11) 100 100
CL&P Capital, L.P. - 100
Electric Power, Incorporated** 100 100
The City and Suburban Electric
and Gas Company** (15) 100 100
Research Park, Incorporated (15) 50 100
The Connecticut Transmission
Corporation** (15) 200 100
The Connecticut Steam Company** 10 100
The Nutmeg Power Company** 60 100
Name of Owner
- -------------
Public Service Company of New Hampshire (2)(3)
Name of Issuer
- --------------
Properties, Inc. (7) 200 100
New Hampshire Electric Company** (15) 1 100
Name of Owner
- -------------
Western Massachusetts Electric Company (2)(3)
Name of Issuer
- --------------
WMECO Receivables Corporation (WRC)(11) 100 100
Name of Company
- ---------------
Issuer Owner's
Name of Owner Book Value Book Value
- ------------- ---------- ----------
(000's) (000's)
The Connecticut Light and
Power Company (2)(3)***
Name of Issuer
- --------------
CL&P Receivables Corporation (CRC) (11) $91,927 $ 91,927
CL&P Capital, L.P. 3,100 3,100
Electric Power, Incorporated** 1 1
The City and Suburban Electric
and Gas Company** (15) 1 1
Research Park, Incorporated (15) 56 56
The Connecticut Transmission
Corporation** (15) 5 5
The Connecticut Steam Company** 1 1
The Nutmeg Power Company** 2 2
Name of Owner
- -------------
Public Service Company of New Hampshire (2)(3)
Name of Issuer
- --------------
Properties, Inc. (7) 3,172 3,172
New Hampshire Electric Company** (15) - -
Name of Owner
- -------------
Western Massachusetts Electric Company (2)(3)
Name of Issuer
- --------------
WMECO Receivables Corporation (WRC)(11) (11) (11)
Name of Company No. of Common % of
- --------------- Shares Owned Voting Power
Name of Owner ------------- ------------
- -------------
Holyoke Water Power Company (3)
Name of Issuer
- --------------
Holyoke Power and Electric Company (HP&E) 4,850 100
Name of Owner
- -------------
Charter Oak Energy, Inc. (8)
Name of Issuer
- --------------
COE Development Corporation 100 100
COE Argentina II Corporation 100 100
COE Ave Fenix Corporation 100 100
Name of Owner
- -------------
HEC Inc. (9)
Name of Issuer
- --------------
Select Energy Contracting, Inc. (14) 100 100
Southwest HEC Energy Services L.L.C. - 50
HEC Energy Consulting Canada, Inc. 100 100
Reeds Ferry Supply Co., Inc. (16) 4,000 100
HEC/Tobyhanna Energy Project, Inc. (17) 100 100
Name of Company
- ---------------
Issuer Owner's
Name of Owner Book Value Book Value
- ------------- ---------- ----------
(000's) (000's)
Holyoke Water Power Company (3)
Name of Issuer
- --------------
Holyoke Power and Electric Company (HP&E) $ 457 $ 457
Name of Owner
- -------------
Charter Oak Energy, Inc. (8)
Name of Issuer
- --------------
COE Development Corporation 1,740 1,740
COE Argentina II Corporation 29 29
COE Ave Fenix Corporation 14,735 14,735
Name of Owner
- -------------
HEC Inc. (9)
Name of Issuer
- --------------
Select Energy Contracting, Inc. (14) 9,087 9,087
Southwest HEC Energy Services L.L.C. 2 2
HEC Energy Consulting Canada, Inc. 8 8
Reeds Ferry Supply Co., Inc. (16) (1) (1)
HEC/Tobyhanna Energy Project, Inc. (17) - -
Name of Company No. of Common % of
- --------------- Shares Owned Voting Power
Name of Owner ------------- ------------
- -------------
NU Enterprises, Inc. (13)
Name of Issuer
- --------------
Northeast Generation Company (NGC) (13) 100 100
Northeast Generation Services Company (NGS) (13) 100 100
Select Energy Portland Pipeline,
Inc. (SEPPI) (18) 100 100
Select Energy, Inc. (Select Energy) (10) (13) 100 100
Mode 1 Communications, Inc. (Mode 1) (12) (13) - -
HEC Inc. (HEC) (13)* 100 100
Name of Company
- ---------------
Issuer Owner's
Name of Owner Book Value Book Value
- ------------- ---------- ----------
(000's) (000's)
NU Enterprises, Inc. (13)
Name of Issuer
- --------------
Northeast Generation Company (NGC) (13) $ 3,354 $ 3,354
Northeast Generation Services
Company (NGS) (13) 886 886
Select Energy Portland Pipeline,
(SEPPI) Inc. (19) - -
Select Energy, Inc.
(Select Energy) (10) (13) 35,015 35,015
Mode 1 Communications, Inc.
(Mode 1) (12) (13) 6,328 6,328
HEC Inc. (HEC) (13)* 18,868 18,868
*Consolidated.
**Inactive.
***Exempt holding company - see Commission Release Nos. 13048 and 14947.
(1) For information regarding 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 facilities.
(6) Agent for the joint owners in operating the Seabrook nuclear 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. As of
December 31, 1999, COE Ave Fenix Corp. no longer has an investment in
Ave Fenix Energia, S.A., an Argentinean company. On November 18, 1999,
a Certificate of Formation was filed with the Secretary of State of
Delaware for the formation of AFE Acquisition, LLC in which COE Ave
Fenix Corporation will hold a 51 percent ownership interest.
(9) Directly and through its subsidiaries, HEC provides energy management,
demand-side management and related consulting services for commercial,
industrial and institutional electric companies and electric utility
companies.
(10) Select Energy, 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.
(11) In 1996, CL&P and WMECO entered into agreements under which each system
company may sell from time to time, up to $200 million and $40 million,
respectively, of 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 Standards 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 individual undivided interests in those receivables to third
party purchasers. On June 30, 1999, WMECO terminated its $40 million
accounts receivable program with its respective sponsor.
(12) In June 1996, Mode 1, 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. For
further information on Mode 1, see Note 4 on Item 5 of this Form U5S.
(13) On January 4, 1999, NU formed NUEI, a direct subsidiary of NU and
holding company for the NU system's unregulated, competitive companies.
NUEI in turn the same day formed NGC, a corporation that acquires and
manages generation facilities, NGS, a corporation that will maintain and
service any fossil or hydro facility that is acquired or contracted with
for fossil or hydro generation services, and acquired the stock of NU's
existing unregulated companies, Select Energy, HEC and Mode 1.
(14) On July 7, 1999, HEC International Corporation changed its name to Select
Energy Contracting, Inc.
(15) Research Park, Incorporated, The City and Suburban Electric and Gas
Company, The Connecticut Transmission Corporation, and New Hampshire
Electric Company were dissolved on October 21, 1999.
(16) Reeds Ferry Supply Co., Inc., a plumbing, heating and air conditioning
supply company, was incorporated in New Hampshire on July 15, 1964. HEC
acquired all of the stock of Reeds Ferry Supply Co., Inc. on August 4,
1999.
(17) HEC/Tobyhanna Energy Project, Inc., was incorporated in Massachusetts on
September 28, 1999, and issued all of its stock to HEC on the same day.
It is a special purpose entity set up exclusively to enter into project
financing agreements.
(18) SEPPI was incorporated in Connecticut on March 15, 1999, and issued all
of its stock to NUEI on March 17, 1999. SEPPI owns a 5 percent interest
in Portland Natural Gas Transmission Pipeline.
Note A: The following are CL&P's, PSNH's and WMECO's total investments in
regional nuclear generating companies and NU's investments in New
England Hydro-Transmission Electric Company, Inc. and New England
Hydro-Transmission Corporation:
No. of % Carrying
Common of Value
Shares Voting to
Name of Owner Name of Issuer Owned Power Owners
- ------------- -------------- ------ ---------- --------
(000's)
The Connecticut Light and Power Company:
Connecticut Yankee Atomic Power Co. (b) 120,750 34.5% $36,457
Maine Yankee Atomic Power Co. (b) 60,000 12.0 9,135
Vermont Yankee Nuclear Power Corp. (c) 37,242 9.5 5,093
Yankee Atomic Electric Co. (b) 37,583 24.5 3,786
Public Service Company of New Hampshire:
Connecticut Yankee Atomic Power Co. (b) 17,500 5.0 5,486
Maine Yankee Atomic Power Co. (b) 25,000 5.0 3,708
Vermont Yankee Nuclear Power Corp. (c) 15,681 4.0 2,071
Yankee Atomic Electric Co. (b) 10,738 7.0 1,043
Western Massachusetts Electric Company:
Connecticut Yankee Atomic Power Co. (b) 33,250 9.5 10,029
Maine Yankee Atomic Power Co. (b) 15,000 3.0 2,267
Vermont Yankee Nuclear Power Corp. (c) 9,800 2.5 1,347
Yankee Atomic Electric Co. (b) 10,738 7.0 1,081
Total System Investment:
Connecticut Yankee Atomic Power Co. (b) 171,500 49.0 51,972
Maine Yankee Atomic Power Co. (b) 100,000 20.0 15,110
Vermont Yankee Nuclear Power Corp. (c) 62,723 16.0 8,511
Yankee Atomic Electric Co. (b) 59,059 38.5 5,910
Northeast Utilities:
New England Hydro-Transmission
Electric Company, Inc. 906,324 22.66 10,823
New England Hydro-Transmission Corp. 4,871 22.66 5,637
(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) On October 15, 1999, Vermont Yankee Nuclear Power Corporation agreed to
sell its nuclear generating unit to Amergen Energy Company, LLC for $22
million.
ITEM 2. ACQUISITIONS OR SALES OF UTILITY ASSETS
Restructuring laws in Connecticut required CL&P and WMECO to divest of their
nonnuclear generation assets.
On December 15, 1999, CL&P closed on the sale of 2,235 megawatts (MW) of fossil
generation assets to NRG Energy, Inc. The total consideration received from
the sale was $516.9 million.
On July 26, 1999, WMECO closed on the sale of 290 MW of fossil and
hydroelectric generation assets to Consolidated Edison Energy, Inc. The total
consideration for this sale was $48.5 million.
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, 1999, NU had $77,701,547 of
such guarantees outstanding, which was the highest amount outstanding during
1999.
In addition, information relating to the following issuances has been filed
on Form U-6B-2 in accordance with Rule 52:
1. Pursuant to a Loan and Trust Agreement dated as of December 1, 1992,
among HWP, the Massachusetts Industrial Finance Agency (the "Issuer"),
and BayBank, as trustee, HWP agreed to repay the loan made to it by the
Issuer of the proceeds of the $15,000,000 Pollution Control Refunding
Revenue Bonds (Holyoke Water Power Company Project - 1992 Series A)
issued by the Issuer on HWP's behalf (the "Bonds"). The Bonds were,
upon issue on December 17, 1992, and continue to be, supported by a letter
of credit (the "1992 Letter of Credit") issued by the Canadian Imperial
Bank of Commerce, New York Agency (the "Bank") pursuant to the Letter of
Credit and Reimbursement Agreement dated as of December 1, 1992, (the
"1992 Reimbursement Agreement") between HWP and the Bank. By amendment to
the 1992 Reimbursement Agreement effective as of December 23, 1999, the
expiration date of the 1992 Letter of Credit was extended to December 31,
2000. Form U-6B-2 for this transaction was filed on January 3, 2000.
2. November 30, 1999, HEC entered into a Construction Loan and Security
Agreement with a maximum loan amount of $8.1 million. The collateral given
was all property and rights of HEC under a certain Task Order No. 002 dated
August 30, 1999, between the United States of America and HEC pursuant to
Contract No. DACA87-97-D-0068 dated as of August 11, 1997, including (i)
all amounts due or to become due under such task order, (ii) all equipment
or other property which are installed or are to be installed pursuant to
such task order and (iii) all proceeds, including insurance proceeds, of
any of the foregoing. Form U-6B-2 for this transaction was filed on
December 9, 1999.
3. On November 5, 1999, CL&P, Societe Generale, New York Branch (the "Standby
Bank"), and State Street Bank and Trust Company, as successor trustee (the
"Trustee"), entered into Amendment No. 3 dated November 5, 1999, to the
Standby Bond Purchase Agreement dated January 23, 1997, as amended, among
CL&P, the Standby Bank and the Trustee. Pursuant to Amendment No. 3, the
expiration date of the liquidity facility issued by the Standby Bank in
support of the Bonds was extended from December 7, 1999 to November 3,
2000. Form U-6B-2 for this transaction was filed on November 15, 1999.
4. Pursuant to the terms of the Loan Agreement and the Indenture of Trust
dated as of November 1, 1988, between HWP and Baybank Middlesex, as
trustee, a new letter of credit (the "1999 Letter of Credit") was issued
by The Toronto-Dominion Bank (the "1999 Bank") for the account of HWP in
support of the Bonds pursuant to a new Reimbursement and Security Agreement
dated as of November 3, 1999, between HWP and the 1999 Bank. The
expiration date of the 1999 Letter of Credit is October 31, 2000. Form
U-6B-2 for this transaction was filed on November 12, 1999.
5. Issuance by HEC/Tobyhanna Energy Project, Inc. of $26,477,000 aggregate
principal amount of 7.625% Certificates of Participation to First Union
Capital Markets Corp. Obligations under the Certificates of Participation
are secured by a security interest in certain assets related to the
project. Form U-6B-2 for this transaction was filed on October 27, 1999.
6. Issuance on June 30, 1999, by HEC of $26,000,000 aggregate principal amount
of Treasury Rate Lock to Barclays Bank PLC, which requires an exchange of
interest payment commitment above or below. Form U-6B-2 for this
transaction was filed on July 12, 1999.
7. Issuance on June 10, 1999, by NAEC of interest rate collar in the notional
amount of $75,000,000 replacing a like notional amount of cancelable
interest rate swaps, issued in connection with NAEC's $225,000,000 Term
Credit Agreement, dated September 27, 1995. Form U-6B-2 for this
transaction was filed on June 18, 1999.
ITEM 4. ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM SECURITIES (1)
Amounts Acquired
--------------------------------
No. of
Shares or
Name of Issuer and Title of Issue Principal Amount Consideration
- --------------------------------- ---------------- -------------
The Connecticut Light and Power Company
First Mortgage Bonds -
7.2500% Series VV $ 74,000,000 $ 74,000,000
5.5000% Series A 140,000,000 140,000,000
6.1250% Series B 140,000,000 140,000,000
7.5000% Series YY 100,000,000 100,000,000
7.3750% Series ZZ 125,000,000 125,000,000
5.7500% Series XX 41,000,000 41,000,000
------------ ------------
$620,000,000 $620,000,000
============ ============
Other Notes/Agreements - (2)
Other $ 10,090 $ 10,090
------------ ------------
$ 10,090 $ 10,090
============ ============
Western Massachusetts Electric Company
6.2500% Series X $ 40,000,000 $ 40,000,000
7.7500% Series V 850,000 850,000
6.8750% Series W 60,000,000 60,000,000
------------ ------------
$100,850,000 $100,850,000
============ ============
Amounts Retired/Debt Repayment
--------------------------------
No. of
Shares or
Name of Issuer and Title of Issue Principal Amount Consideration
- --------------------------------- ---------------- -------------
The Connecticut Light and Power Company
First Mortgage Bonds -
7.2500% Series VV $ 74,000,000 $ 74,000,000
5.5000% Series A 140,000,000 140,000,000
6.1250% Series B 140,000,000 140,000,000
7.5000% Series YY 100,000,000 100,000,000
7.3750% Series ZZ 125,000,000 125,000,000
5.7500% Series XX 41,000,000 41,000,000
------------ ------------
$620,000,000 $620,000,000
============ ============
Other Notes/Agreements - (2)
Other $ 10,090 $ 10,090
------------ ------------
$ 10,090 $ 10,090
============ ============
Western Massachusetts Electric Company
6.2500% Series X $ 40,000,000 $ 40,000,000
7.7500% Series V 850,000 850,000
6.8750% Series W 60,000,000 60,000,000
------------ ------------
$100,850,000 $100,850,000
============ ============
Amounts Acquired
--------------------------------
No. of
Shares or
Name of Issuer and Title of Issue Principal Amount Consideration
- --------------------------------- ---------------- -------------
NU Parent
8.58% Series A Note $ 13,000,000 $ 13,000,000
8.38% Series B Note 6,000,000 6,000,000
------------ ------------
$ 19,000,000 $ 19,000,000
============ ============
The Rocky River Realty Company
Other Notes/Agreements -
7.8750% Installment Note (2) $ 908,000 $ 908,000
6.6200% Mortgage Note 74,816 74,816
8.8100% Series A Note (3) 904,695 904,695
------------ ------------
$ 1,887,511 $ 1,887,511
============ ============
Northeast Nuclear Energy Company
Other Notes/Agreements -
7.57% Senior Notes $ 6,011,110 $ 6,011,110
============ ============
North Atlantic Energy Corporation
First Mortgage Bonds -
9.05% Series A $ 70,000,000 $ 70,000,000
============ ============
Amounts Retired/Debt Repayment
--------------------------------
No. of
Shares or
Name of Issuer and Title of Issue Principal Amount Consideration
- --------------------------------- ---------------- -------------
NU Parent
8.58% Series A Note $ 13,000,000 $ 13,000,000
8.38% Series B Note 6,000,000 6,000,000
------------ ------------
$ 19,000,000 $ 19,000,000
============ ============
The Rocky River Realty Company
Other Notes/Agreements -
7.875% Installment Note (2) $ 908,000 $ 908,000
6.620% Notes 74,816 74,816
8.810% Series A Note (3) 904,695 905,695
------------ ------------
$ 1,887,511 $ 1,887,511
============ ============
Northeast Nuclear Energy Company
Other Notes/Agreements -
7.57% Senior Notes $ 6,011,110 $ 6,011,110
============ ============
North Atlantic Energy Corporation
First Mortgage Bonds -
9.05% Series A $ 70,000,000 $ 70,000,000
============ ============
(1) For acquisitions, redemptions or retirements of system securities, other
than preferred stock, all transactions exempt pursuant to Rule 42(b)(2)
or (4).
(2) Unsecured.
(3) Secured.
ITEM 5. INVESTMENTS IN SECURITIES OF NONSYSTEM COMPANIES
Name of Owner Name of Issuer Security Owned (1)
- ------------- -------------- ------------------
Western Massachusetts Massachusetts Mutual Note
Electric Company Life Insurance
Public Service Company Amoskeag Industries, Inc. Stock
of New Hampshire
Northeast Utilities Connecticut Seed Limited Partnership
(Parent) Ventures, Ltc. Interest
8 Subsidiaries (2) Various Stock, Debentures
and Notes
COE Ave Fenix Corp. (3) Ave Fenix, S.A. Stock
Mode 1 Communications, NorthEast Optic Stock
Inc. (4) Network, Inc.
Select Energy Portland Portland Natural Partnership
Pipeline, Inc. Gas Transmission Interest
% of
Number Voting Carrying
Name of Owner of Shares Power Value to Owners
- ------------- --------- ----- ---------------
Western Massachusetts - - $ 190
Electric Company
Public Service Company 1,000 - $ 100
of New Hampshire
Northeast Utilities - - $ 54
(Parent)
8 Subsidiaries (2) - - $ 289
COE Ave Fenix Corp. (3) - - $ -
Mode 1 Communications, 4,774,038 29.4% $ 6,438
Inc. (4)
Select Energy Portland
Pipeline, Inc. - - $ 9,552
(1) Recorded at cost on owners' books. Partnership interests are accounted
for under the equity method of accounting.
(2) CL&P, WMECO, HWP, The Quinnehtuk Company, NUSCO, NU Parent, PSNH, and RRR.
(3) As of December 1, 1999, NU no longer has in investment in Ave Fenix, S.A.
For further information, refer to Note 8, Item 1 of this Form U5S.
(4) Mode 1 is a wholly owned subsidiary of NU. In July 1998, Mode 1's equity
investments, FiveCom LLC and NECOM LLC, reorganized along with other
related companies to form a new company, NorthEast Optic Network, Inc.
(NEON). Mode 1's ownership interest of 40.78 percent in the new company
was equal to its combined ownership interest in FiveCom LLC and NECOM
LLC. In August 1998, NEON issued 4,000,000 new common shares on the open
market in an initial public offering (IPO).
ITEM 6. OFFICERS AND DIRECTORS
Part I. As of December 31, 1999
1. The following is a list of the names and principal business addresses of
the individuals who are Trustees of 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
E. Gail de Planque, Ph.D John F. Swope
c/o Northeast Utilities c/o Northeast Utilities
P.O. Box 270 P.O. Box 270
Hartford, CT 06141-0270 Hartford, CT 06141-0270
Raymond L. Golden John F. Turner
c/o Northeast Utilities The Conservation Fund
P.O. Box 270 1800 North Kent Street,
Hartford, CT 06161-0270 Suite 1120
Arlington, VA 22209
Elizabeth T. Kennan
c/o Northeast Utilities
P.O. Box 270
Hartford, CT 06161-0270
2. Following are the names of and positions held by the officers and
directors of all system companies (excluding the Trustees of NU
who are listed in Section 1 above).
NAMES OF SYSTEM COMPANIES WITH WHICH CONNECTED AS OF DECEMBER 31, 1999:
NU NUSCO CL&P
Michael G. Morris CHB, P, CEO, T CH, P, CEO, D
Bruce D. Kenyon PN
Hugh C. MacKenzie PR P, D
John H. Forsgren EVP, CFO, AT EVP, CFO, D
Cheryl W. Grise SVP, S, GC SVP, S, GC
Gary D. Simon SVP
William T. Frain, Jr. (1)
Kerry J. Kuhlman (2)
David H. Boguslawski VP, D
Gregory B. Butler VP
John B. Keane VP, D VP
Mary Jo Keating VP
Robert J. Kost VP
Jean M. LaVecchia VP
Gary A. Long (1)
Keith R. Marvin VP, CIO
David R. McHale VP, TRS VP, TRS
William J. Nadeau (3) VP
John W. Noyes
Rodney O. Powell VP, D
Paul E. Ramsey (1)
John J. Roman VP, C VP, C
Lisa J. Thibdaue VP
Richard L. Tower VP
Dennis E. Welch VP
Roger C. Zaklukiewicz VP
Robert A. Bersak (1)
O. Kay Comendul S
Thomas V. Foley (4)
Randy A. Shoop TRS
John P. Stack C
Patricia A. Wood (2)
John C. Collins (5)
Gerald Letendre (6)
Jane E. Newman (7)
James E. Byrne (8)
Paul J. McDonald (9)
Melinda M. Phelps (10)
Susan M. Burdick-Brennan (11)
John C. Shea
HP&E HWP PSNH
Michael G. Morris C, CEO, D
Bruce D. Kenyon
Hugh C. MacKenzie P, D P, D D
John H. Forsgren D
Cheryl W. Grise
Gary D. Simon
William T. Frain, Jr. P, COO, D
Kerry J. Kuhlman D D
David H. Boguslawski D D VP, D
Gregory B. Butler
John B. Keane VP
Mary Jo Keating
Robert J. Kost
Jean M. LaVecchia
Gary A. Long VP
Keith R. Marvin
David R. McHale VP, TRS VP, TRS VP, TRS
William J. Nadeau VP VP VP
John W. Noyes
Rodney O. Powell
Paul E. Ramsey VP
John J. Roman VP, C VP, C VP, C
Lisa J. Thibdaue
Richard L. Tower
Dennis E. Welch
Roger C. Zaklukiewicz VP VP
Robert A. Bersak
O. Kay Comendul S S S
Thomas V. Foley CL CL
Randy A. Shoop
John P. Stack
Patricia A. Wood
John C. Collins D
Gerald Letendre D
Jane E. Newman D
James E. Byrne
Paul J. McDonald
Melinda M. Phelps
Susan M. Burdick-Brennan
John C. Shea
WMECO Mode 1 PI
Michael G. Morris C, CEO, D P, CEO, D
Bruce D. Kenyon
Hugh C. MacKenzie D
John H. Forsgren D D
Cheryl W. Grise
Gary D. Simon D
William T. Frain, Jr. P, D
Kerry J. Kuhlman P, COO, D
David H. Boguslawski VP, D
Gregory B. Butler
John B. Keane VP
Mary Jo Keating
Robert J. Kost
Jean M. LaVecchia
Gary A. Long VP, D
Keith R. Marvin
David R. McHale VP, TRS VP, TRS VP, TRS
William J. Nadeau VP
John W. Noyes VP
Rodney O. Powell
Paul E. Ramsey VP, D
John J. Roman VP, C VP, C VP, C
Lisa J. Thibdaue
Richard L. Tower
Dennis E. Welch
Roger C. Zaklukiewicz VP
Robert A. Bersak S
O. Kay Comendul S
Thomas V. Foley
Randy A. Shoop
John P. Stack
Patricia A. Wood CL
John C. Collins
Gerald Letendre
Jane E. Newman
James E. Byrne D
Paul J. McDonald D
Melinda M. Phelps D
Susan M. Burdick-Brennan
John C. Shea
Quinn. RRR CRC
Michael G. Morris
Bruce D. Kenyon
Hugh C. MacKenzie D P, D P, D
John H. Forsgren
Cheryl W. Grise
Gary D. Simon
William T. Frain, Jr.
Kerry J. Kuhlman P, D
David H. Boguslawski D D D
Gregory B. Butler
John B. Keane
Mary Jo Keating
Robert J. Kost
Jean M. LaVecchia
Gary A. Long
Keith R. Marvin
David R. McHale VP, TRS VP, TRS
William J. Nadeau
John W. Noyes
Rodney O. Powell D D
Paul E. Ramsey
John J. Roman VP, C VP, C
Lisa J. Thibdaue
Richard L. Tower
Dennis E. Welch
Roger C. Zaklukiewicz VP VP
Robert A. Bersak
O. Kay Comendul S S
Thomas V. Foley
Randy A. Shoop TRS
John P. Stack C
Patricia A. Wood CL
John C. Collins
Gerald Letendre
Jane E. Newman
James E. Byrne
Paul J. McDonald
Melinda M. Phelps
Susan M. Burdick-Brennan D
John C. Shea
Conn Steam Nutmeg Power EPI
Michael G. Morris
Bruce D. Kenyon
Hugh C. MacKenzie P, D P, D P, D
John H. Forsgren
Cheryl W. Grise
Gary D. Simon
William T. Frain, Jr.
Kerry J. Kuhlman VP VP VP
David H. Boguslawski
Gregory B. Butler
John B. Keane
Mary Jo Keating
Robert J. Kost
Jean M. LaVecchia
Gary A. Long
Keith R. Marvin
David R. McHale
William J. Nadeau
John W. Noyes
Rodney O. Powell
Paul E. Ramsey
John J. Roman
Lisa J. Thibdaue
Richard L. Tower
Dennis E. Welch
Roger C. Zaklukiewicz
Robert A. Bersak
O. Kay Comendul S, D S, D S, D
Thomas V. Foley
Randy A. Shoop TRS TRS TRS
John P. Stack C C C
Patricia A. Wood
John C. Collins
Gerald Letendre
Jane E. Newman
James E. Byrne
Paul J. McDonald
Melinda M. Phelps
Susan M. Burdick-Brennan
John C. Shea D D D
CL&P Cap. (17)
Michael G. Morris
Bruce D. Kenyon
Hugh C. MacKenzie
John H. Forsgren
Cheryl W. Grise
Gary D. Simon
William T. Frain, Jr.
Kerry J. Kuhlman
David H. Boguslawski
Gregory B. Butler
John B. Keane
Mary Jo Keating
Robert J. Kost
Jean M. LaVecchia
Gary A. Long
Keith R. Marvin
David R. McHale
William J. Nadeau
John W. Noyes
Rodney O. Powell
Paul E. Ramsey
John J. Roman
Lisa J. Thibdaue
Richard L. Tower
Dennis E. Welch
Roger C. Zaklukiewicz
Robert A. Bersak
O. Kay Comendul
Thomas V. Foley
Randy A. Shoop
John P. Stack
Patricia A. Wood
John C. Collins
Gerald Letendre
Jane E. Newman
James E. Byrne
Paul J. McDonald
Melinda M. Phelps
Susan M. Burdick-Brennan
John C. Shea
COE COE Argen II COE Ave Fenix
Bruce D. Kenyon P, D P, D P, D
Thomas W. Philbin (12)
Dennis G. Morrissette (13)
William W. Schivley
Ted C. Feigenbaum (14)
Leon J. Olivier (15)
James B. Redden (12)
Joseph F. Bellefeuille (13)
Michael H. Brothers (15)
H. Donald Burbank (12)
John T. Carlin (15)
David S. Dayton (12)
Stephen J. Fabiani
Linda A. Jensen (12)
David R. McHale VP, TRS, D VP, TRS, D VP, TRS, D
William J. Nadeau (3)
Raymond P. Necci (15)
John J. Roman VP, C
Frank C. Rothen (15)
Frank P. Sabatino D D D
Jeffrey M. Warren (13)
Carol L. Carver (12)
Christopher Fogarty (13)
Marie A. Sullivan S S S
Dennis R. Brown (3)
William A. DiProfio (14)
A. John Stremlaw (16)
COE Develop HEC HEC Canada
Bruce D. Kenyon P, D
Thomas W. Philbin P, D P
Dennis G. Morrissette
William W. Schivley
Ted C. Feigenbaum
Leon J. Olivier
James B. Redden EVP, D VP
Joseph F. Bellefeuille
Michael H. Brothers
H. Donald Burbank VP VP
John T. Carlin
David S. Dayton VP, D VP
Stephen J. Fabiani
Linda A. Jensen VP, TRS, CL VP, TRS, S
David R. McHale VP, TRS, D
William J. Nadeau
Raymond P. Necci
John J. Roman
Frank C. Rothen
Frank P. Sabatino D
Jeffrey M. Warren
Carol L. Carver
Christopher Fogarty
Marie A. Sullivan S
Dennis R. Brown
William A. DiProfio
A. John Stremlaw D
HEC SW (18) HTEP RFS
Bruce D. Kenyon
Thomas W. Philbin P, D C, D
Dennis G. Morrissette P, D
William W. Schivley
Ted C. Feigenbaum
Leon J. Olivier
James B. Redden SVP, D D
Joseph F. Bellefeuille SVP
Michael H. Brothers
H. Donald Burbank
John T. Carlin
David S. Dayton D
Stephen J. Fabiani D
Linda A. Jensen TRS, CL TRS
David R. McHale
William J. Nadeau
Raymond P. Necci
John J. Roman
Frank C. Rothen
Frank P. Sabatino
Jeffrey M. Warren VP
Carol L. Carver S
Christopher Fogarty
Marie A. Sullivan
Dennis R. Brown
William A. DiProfio
A. John Stremlaw
NUEI NGC NGS
Bruce D. Kenyon P, D P, D P, CEO, D
Thomas W. Philbin D
Dennis G. Morrissette
William W. Schivley
Ted C. Feigenbaum
Leon J. Olivier
James B. Redden
Joseph F. Bellefeuille
Michael H. Brothers
H. Donald Burbank
John T. Carlin
David S. Dayton
Stephen J. Fabiani
Linda A. Jensen
David R. McHale VP, TRS VP, TRS, D VP, TRS
William J. Nadeau VP, COO, D
Raymond P. Necci
John J. Roman VP, C VP, C VP, C
Frank C. Rothen
Frank P. Sabatino D D
Jeffrey M. Warren
Carol L. Carver
Christopher Fogarty
Marie A. Sullivan S S S
Dennis R. Brown D
William A. DiProfio
A. John Stremlaw
NAEC NAESCO NNECO
Bruce D. Kenyon P, CEO, D P, CEO, D P, CEO, D
Thomas W. Philbin
Dennis G. Morrissette
William W. Schivley
Ted C. Feigenbaum EVP, CNO, D EVP, CNO, D
Leon J. Olivier SVP, CNO, D
James B. Redden
Joseph F. Bellefeuille
Michael H. Brothers VP
H. Donald Burbank
John T. Carlin VP VP
David S. Dayton
Stephen J. Fabiani
Linda A. Jensen
David R. McHale VP, TRS VP, TRS VP, TRS
William J. Nadeau
Raymond P. Necci VP, D
John J. Roman VP, C VP, C VP, C
Frank C. Rothen VP
Frank P. Sabatino
Jeffrey M. Warren
Carol L. Carver
Christopher Fogarty
Marie A. Sullivan S S S
Dennis R. Brown
William A. DiProfio D D
A. John Stremlaw
Select SEPPI SECI
Bruce D. Kenyon P, D
Thomas W. Philbin VP, D CHB, D
Dennis G. Morrissette P, D
William W. Schivley P, D
Ted C. Feigenbaum
Leon J. Olivier
James B. Redden D
Joseph F. Bellefeuille SVP
Michael H. Brothers
H. Donald Burbank
John T. Carlin
David S. Dayton
Stephen J. Fabiani VP, D D
Linda A. Jensen TRS
David R. McHale VP, TRS VP, TRS, D
William J. Nadeau D
Raymond P. Necci
John J. Roman VP, C VP, C
Frank C. Rothen
Frank P. Sabatino SVP, D
Jeffrey M. Warren VP
Carol L. Carver CL
Christopher Fogarty C
Marie A. Sullivan S S
Dennis R. Brown
William A. DiProfio
A. John Stremlaw
The principal business address of the individuals listed above is 107 Selden
Street, Berlin, Connecticut 06037, except as otherwise noted.
(1) Principal business address is: Public Service Company of New Hampshire,
1000 Elm Street, Manchester, New Hampshire 03101.
(2) Principal business address is: Western Massachusetts Electric Company,
174 Brush Hill Road, West Springfield, Massachusetts 01089.
(3) Principal business address is: Northeast Generation Services Company,
273 Dividend Road, Rocky Hill, Connecticut 06067.
(4) Principal business address is: Holyoke Water Power Company, One Canal
Street, Holyoke, Massachusetts 01040.
(5) Mr. Collins' principal business address is: The Hitchcock Clinic, One
Medical Center Drive, Lebanon, New Hampshire 03756.
(6) Mr. Letendre's principal business address is: Diamond Casting & Machine
Co., Inc., P.O. Box 420, Route 130, Hollis, New Hampshire 03049.
(7) Ms. Newman's principal business address is: The CommerceGroup, L.L.C.,
One Harbor Place, Suite 400, Portsmouth, New Hampshire 03801.
(8) Mr. Byrne's principal business address is: Finneran, Byrne & Dreschler,
L.L.P, Eastern Harbor Office Park, 50 Redfield Street, Boston,
Massachusetts 02122.
(9) Mr. McDonald's principal business address is: 2205 Boston Road, N-128,
Wilbraham, Massachusetts 01095.
(10) Ms. Phelps' principal business address is: Keyes and Donnellan, P.C.,
1243 Main Street, Springfield, Massachusetts 01107.
(11) Ms. Burdick-Brennan's principal business address is: AMACAR Group,
6707 Fairview Road, Suite D, Charlotte, North Carolina 28210.
(12) Principal business address is: HEC Inc., 24 Prime Parkway, Natick,
Massachusetts 01760.
(13) Principal business address is: Select Energy Contracting, Inc.,
605 Front Street, Manchester, New Hampshire 03102.
(14) Principal business address is: North Atlantic Energy Service
Corporation, Lafayette Road, Route 1, Seabrook, New Hampshire 03874.
(15) Principal business address is: Northeast Nuclear Energy Company, Rope
Ferry Road, Waterford, Connecticut 06385.
(16) Mr. Stremlaw's principal business address is: 242 Simcoe Street,
Niagra-on-the-Lake, Ontario Canada, L0S 1J0.
(17) CL&P Capital is a partnership in which CL&P serves as general partner and
NUSCO serves as limited partner.
(18) HEC SW is a Delaware limited liability company, formed to be the
organizational entity for a joint venture between HEC and Arizona
Public Service Company.
KEY:
AT - Associate Trustee
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
ED - Executive Director
GC - General Counsel
P - President
PG - President - Generation Group
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
CL&P - The Connecticut Light and Power Company
CL&P Cap. - CL&P Capital, L.P.
COE - Charter Oak Energy, Inc.
COE Argen II - COE Argentina II Corp.
COE Ave Fenix - COE Ave Fenix Corporation
COE Develop - COE Development Corporation
Conn Steam - The Connecticut Steam Company
CRC - CL&P Receivables Corporation
EPI - Electric Power, Incorporated
HEC - HEC Inc.
HEC Canada - HEC Energy Consulting Canada Inc.
HEC SW - Southwest HEC Energy Services L.L.C.
HP&E - Holyoke Power and Electric Company
HWP - Holyoke Water Power Company
Mode 1 - Mode 1 Communications, Inc.
NAEC - North Atlantic Energy Corporation
NAESCO - North Atlantic Energy Service Corporation
NUEI - NU Enterprises, Inc.
NGC - Northeast Generation Company
NGS - Northeast Generation Services Company
NNECO - Northeast Nuclear Energy Company
NUSCO - Northeast Utilities Service Company
Nutmeg Power - The Nutmeg Power Company
PI - Properties, Inc.
PSNH - Public Service Company of New Hampshire
Quinn. - The Quinnehtuk Company
RFS - Reeds Ferry Supply Co., Inc.
RRR - The Rocky River Realty Company
SECI - Select Energy Contracting, Inc.
Select - Select Energy, Inc.
SEPPI - Select Energy Portland Pipeline, Inc.
WMECO - Western Massachusetts Electric Company
WRC - WMECO Receivables Corporation
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 or Financial Financial Exemption
Director Institution Institution Rule*
(1) (2) (3) (4)
John C. Collins Fleet Bank-NH Director B
Nashua, NH
Thomas V. Foley Hampden Savings Bank Trustee E
Springfield, MA
Jane E. Newman Exeter Trust Company Director B
* "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
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 1999, each Trustee who was not an employee of NU or its
subsidiaries was compensated at an annual rate of $20,000 cash plus 500 common
shares of NU, and received $1,000 for each meeting attended of the Board or its
Committees. A nonemployee Trustee who participates in a meeting of the Board
or any of its Committees by conference telephone receives $675 per meeting.
Also, a nonemployee 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 NU
system may receive additional compensation of $1,000 per day plus necessary
expenses. The Chairs of the Audit, the Compensation, the Corporate Affairs,
the Corporate Governance and the Nuclear Committees were compensated at an
additional annual rate of $3,500. In addition to the above compensation,
Dr. Kennan is paid at the annual rate of $30,000 for the extra services
performed as Lead Trustee. The Chair of the Nuclear Committee receives an
additional retainer at the rate of $25,000 per year.
Under the terms of the NU Incentive Plan (Incentive Plan) adopted by
shareholders at the 1998 Annual Meeting, each nonemployee Trustee is eligible
for stock-based grants. During 1999 each such Trustee was granted
nonqualified options to purchase 2,500 common shares of NU. Receipt of shares
acquired on exercise of these options may be deferred pursuant to the terms of
the NU Deferred Compensation Plan for Executives.
In February 2000 each nonemployee Trustee was granted nonqualified options
to purchase 2,500 common shares.
Prior to the beginning of each calendar year, each nonemployee Trustee may
irrevocably elect to have all or any portion of the annual retainer fee paid in
the form of common shares of NU. Pursuant to the NU 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) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires Trustees and
certain officers of NU and persons who beneficially own more than ten percent
of the outstanding common shares of NU to file reports of ownership and changes
in ownership with the Securities and Exchange Commission (SEC) and the New York
Stock Exchange. Based on review of copies of such forms furnished to NU, or
written representations that no Form 5 was required, NU believes that for the
year ended December 31, 1999, all such reporting requirements were complied
with in a timely manner.
<TABLE>
CL&P, PSNH, WMECO, AND NAEC SUMMARY COMPENSATION TABLE
The following tables present 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, in accordance with rules of
the SEC:
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------
Annual Compensation Long-Term Compensation
------------------- -----------------------------------------------
Awards Payouts
------------------------- ---------------------
Restricted Securities Long-Term All
Stock Underlying Incentive Other
Other Annual Award(s) Options/Stock Program Compen-
Name and Salary Compensation ($) Appreciation Payouts sation ($)
Principal Position Year ($) Bonus ($) ($) Note 1) (Note 2) Rights (#) ($) (Note 3)
- ---------------------------------------------------------------------------------------------------------------
<C> <C> <C> <C> <C> <C> <C> <C> <C>
Michael G. Morris 1999 783,173 1,253,300 92,243 348,611 118,352 - 23,210
Chairman of the
Board, President 1998 757,692 891,000 134,376 255,261 64,574 - 22,731
and Chief Executive
Officer 1997 258,333 1,350,000 - - 500,000 - -
Bruce D. Kenyon 1999 500,000 - - 77,690 20,804 462,500 15,000
President -
Generation Group 1998 500,000 300,000 - - 21,236 - 14,800
1997 500,000 300,000 - 306,522 139,745 - -
John H. Forsgren 1999 429,904 400,000 - 122,682 32,852 87,003 12,888
Executive Vice
President and 1998 373,077 - - - 73,183 - 104,800
Chief Financial
Officer 1997 350,000 - - 378,787 184,382 - 50,000
Hugh C. MacKenzie 1999 270,000 250,000 - 73,612 19,712 - 108,100
President - Retail
Business Group 1998 270,000 - - - 15,496 42,972 7,500
1997 270,000 - - 189,778 142,549 26,998 4,800
Cheryl W. Grise 1999 244,712 250,000 - 73,612 19,712 - 82,247
Senior Vice
President, 1998 209,231 - - - 12,916 20,720 6,123
Secretary and
General Counsel 1997 200,000 - - 119,109 89,467 15,188 4,800
(in CL&P, PSNH and
WMECO tables only)
Ted C. Feigenbaum 1999 260,000 130,000 - 28,620 7,664 24,827 5,849
Executive Vice
President and 1998 260,000 48,750 - 40,961 10,044 20,723 7,800
Chief Nuclear Officer
of NAEC 1997 260,000 30,119 - - - 21,498 4,800
(in NAEC table only)
</TABLE>
<TABLE>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<CAPTION>
- ----------------------------------------------------------------------------------------------------
Individual Grants Grand Date Value
----------------- ----------------
Number of % of Total
Securities Options/SARs
Underlying Granted to Exercise or Grant Date
Options/SARs Employees Base Price Expiration Present
Name Granted (#) in Fiscal Year ($/sh) Date Value ($)
- ----------------------------------------------------------------------------------------------------
<S> <S> <S> <S> <S> <S>
Michael G. Morris 93,352 (Note 4) 14.7% 14.9375 2/23/2009 620,791
25,000 (Note 5) 3.9% 17.5625 9/13/2009 198,000
Bruce D. Kenyon 20,804 (Note 5) 3.3% 14.9375 2/23/2009 138,347
John H. Forsgren 32,852 (Note 4) 5.2% 14.9375 2/23/2009 218,466
Hugh C. MacKenzie 19,712 (Note 4) 3.1% 14.9375 2/23/2009 131,085
Cheryl W. Grise 19,712 (Note 4) 3.1% 14.9375 2/23/2009 131,085
Ted C. Feigenbaum 7,664 (Note 4) 1.2% 14.9375 2/23/2009 50,966
</TABLE>
<TABLE>
AGGREGATED OPTIONS/SAR EXERCISES IN LAST
FISCAL YEAR AND FY-END OPTION/SAR VALUES
<CAPTION>
- -------------------------------------------------------------------------------------------------------
Shares With
Respect to Number of Securities Value of Unexercised
Which Underlying Unexercised In-the-Money
SARs Were Value Options/SARs Options/SARs
Exercised Realized at Fiscal Year End (#) at Fiscal Year End ($)
Name (#) ($) Exercisable Unexercisable Exercisable Unexercisable
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Michael G. Morris - - 318,049 364,877 2,992,333 3,350,961
Bruce D. Kenyon 98,509 332,468 52,410 27,883 344,674 147,108
John H. Forsgren 129,974 438,662 99,259 57,247 582,727 288,471
Hugh C. MacKenzie 100,486 339,140 49,351 24,877 334,118 132,831
Cheryl W. Grise 63,067 212,851 33,101 24,017 218,741 129,176
Ted C. Feigenbaum - - 6,696 11,012 28,458 57,339
</TABLE>
Notes to Summary Compensation and Option/SAR Grants Tables:
1. Other annual compensation for Mr. Morris consists of 1998 and 1999
relocation expense reimbursements.
2. At December 31, 1999, the aggregate restricted stock holdings by the five
individuals named in the table for CL&P, WMECO and PSNH were 51,989 shares
with a value of $1,069,024 and for NAEC were 49,814 shares with a value of
$1,024,301. Awards shown for 1997 have vested. Awards shown for 1999 vest
one-third on February 23, 2000, one-third on February 23, 2001, and one-
third on February 23, 2002. During 1999, a total of 51,989 restricted
shares were awarded to the individuals shown in the table for CL&P, WMECO
and PSNH, and a total of 48,977 restricted shares were awarded to the
individuals shown in the table for NAEC. Dividends paid on restricted
stock are either paid out or reinvested into additional shares.
3. "All Other Compensation" for 1999 consists of employer matching
contributions under the NUSCO 401k Plan, generally available to all
eligible employees ($4,800 for each named officer), matching contributions
under the Deferred Compensation Plan for Executives (Mr. Morris - $18,710,
Mr. Kenyon - $10,200, Mr. Forsgren - $8,088, Mr. MacKenzie - $3,300, Mrs.
Grise - $2,447, and Mr. Feigenbaum - $1,049), and retention payments
(Mr. MacKenzie - $100,000 and Mrs. Grise - $75,000).
4. These options were granted on February 23, 1999, under the Incentive Plan.
All options granted vest one-third on February 23, 2000, one-third on
February 23, 2001, and one-third on February 23, 2002. Valued using the
Black-Scholes option pricing model, with the following assumptions:
Volatility: 36.52 percent (36 months of monthly data); Risk-free rate:
5.61 percent; Dividend yield: 1.89 percent; Exercise date: February 23,
2009.
5. These options were granted on September 14, 1999, and were fully
exercisable on the date of grant. Valued using the Black-Scholes option
pricing model, with the following assumptions: Volatility: 34.66 percent
(36 months of monthly data); Risk-free rate: 6.45 percent; Dividend yield:
1.89 percent; Exercise date: September 13, 2009.
PENSION BENEFITS
The following table shows the estimated annual retirement benefits payable
to an executive officer of NU 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 NUSCO Retirement Plan (the Retirement Plan) but also eligible
for the make-whole benefit and the target benefit under the Supplemental
Executive Retirement Planfor Officers of NU system companies (the Supplemental
Plan). The Supplemental Plan is a nonqualified 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 plans and deferred compensation (as
earned). The target benefit further supplements these benefits and is
available to officers at the Senior Vice President level and higher who are
selected by the Board of Trustees 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).
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. 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.
ANNUAL 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
Each of the executive officers of NU named in the Summary Compensation
Table 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 (or upon disability or termination without cause or
following a change in control, as defined) 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
NU system and to all service rendered to the Company and CMS. If Mr. Kenyon
retires with at least three years of service with the Company, he will be
deemed to have two extra years of service for purpose of his special retirement
benefit. If after achieving three years of service he voluntarily terminates
employment following a "substantial change, in responsibilities resulting from
a material change in the business of Northeast Utilities," he will be deemed to
have an additional year of service for purpose of his special retirement
benefit, and if he retires with at least three years of service with the
Company, he will receive a lump sum payment of $500,000.
In addition, Mr. Forsgren's Employment Agreement provides for supplemental
pension benefits based on crediting up to ten years additional service and
providing payments equal to 25 percent of salary for up to 15 years following
retirement, reduced by four percentage points for each year that his age is
less than 65 years at retirement.
As of December 31, 1999, the 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 - 21, Mr.
Kenyon - 5, Mr. Forsgren - 3, Mr. MacKenzie - 34, Mrs. Grise 19, and Mr.
Feigenbaum - 14. In addition, Mr. Forsgren had 6 years of service for
purposes of his supplemental pension benefit and would have 25 years of
service for such purpose if he were to retire at age 65. Assuming that
retirement were to occur at age 65 for these officers, retirement would occur
with 33, 13, 15, 41, 37, and 29 years of credited service, respectively.
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT ARRANGEMENTS
NUSCO has entered into employment agreements (the Officer Agreements)
with each of the named executive officers. 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 Northeast Utilities
Board of Trustees, protect the Company's confidential information, and
refrain, while employed by the Company and for a period of time thereafter,
from competing with the Company in a specified geographic area. Each Officer
Agreement provides that the officer's base salary will not be reduced below
certain levels without the consent of the officer, and that the officer will
participate in specified benefits under the Supplemental Executive Retirement
Plan or other supplemental retirement programs (see Pension Benefits, above)
and/or in certain executive incentive programs at specified incentive
opportunity levels.
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 Company for "cause," as defined, at any time (in
which case no supplemental retirement benefit, if any, shall be due), or by
the officer on 30 days' prior written notice for any reason. Absent "cause,"
the Company may remove the officer from his or her position on 60 days' prior
written notice, but in the event the officer is so removed and signs a
release of all claims against the Company, the officer will receive one or
two years' base salary and annual incentive payments, specified employee
welfare and pension benefits, and vesting of stock appreciation rights,
options and restricted stock.
Under the terms of an Officer Agreement, upon any termination of
employment following a change of control, as defined, between (a) the earlier
of the date shareholders approve a change of control transaction or a change
of control transaction occurs and (b) the earlier of the date, if any, on
which the Board of Trustees abandons the transaction or the date two years
following the change of control, if the officer signs a release of all claims
against the Company, the officer will be entitled to certain payments
including a multiple (not to exceed four) of annual base salary, annual
incentive payments, specified employee welfare and pension benefits, and
vesting of stock appreciation rights, options and restricted stock. Certain
of the change in control provisions may be modified by the Board of Trustees
prior to a change in control, on at least two years' notice to the affected
officer(s).
Besides the terms described above, the Officer Agreements of Messrs.
Morris, Kenyon and Forsgren provide for a specified salary, cash, restricted
stock and/or stock options upon employment, special incentive programs,
and/or special retirement benefits. See Pension Benefits, above, for further
description of these provisions. During 1999, the Officer Agreements of
Messrs. Morris, Kenyon and Forsgren and Mrs. Grise were amended to provide
that a termination of employment initiated by such officer upon the
imposition of a limitation of scope of the officer's responsibilities
following a change of control such that the officer's responsibilities relate
primarily to a company whose common equity is not publicly held shall
constitute a termination upon a change of control. Mr. Kenyon's Officer
Agreement also provides for a special short term incentive compensation
program in lieu of a portion of the Stock Price Recovery Incentive Program.
Under this special program Mr. Kenyon is 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.
The descriptions of the various agreements set forth above are for purpose
of disclosure in accordance with the proxy and other disclosure rules of the
SEC and shall not be controlling on any party; the actual terms of the
agreements themselves determine the rights and obligations of the parties.
b. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table provides information as of February 24, 2000, 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
Title of Beneficial Percent of
Class Name Ownership Class (1)
- -------- ---- ---------- ----------
NU Common David H. Boguslawski 14,981 (2)
NU Common James E. Byrne 0
NU Common Cotton Mather Cleveland 9,449 (3)
NU Common John C. Collins 0
NU Common William F. Conway 11,191 (3)(4)
NU Common E. Gail de Planque 9,023 (3)
NU Common William A. DiProfio 4,648 (5)
NU Common Ted C. Feigenbaum 36,357 (6)
NU Common John H. Forsgren 78,746 (7)
NU Common William T. Frain, Jr. 17,516 (8)
NU Common Raymond L. Golden 8,516 (3)
NU Common Cheryl W. Grise 32,347 (9)
NU Common Elizabeth T. Kennan 10,454 (3)
NU Common Bruce D. Kenyon 87,377 (10)
NU Common Kerry J. Kuhlman 9,457 (11)
NU Common Gerald Letendre 0
NU Common Hugh C. MacKenzie 35,034 (12)
NU Common Paul J. McDonald 500
NU Common Michael G. Morris 400,496 (13)
NU Common Jane E. Newman 0
NU Common William J. Pape II 8,999 (3)
NU Common Robert E. Patricelli 14,535 (3)
NU Common Melinda M. Phelps 0
NU Common Rodney O. Powell 4,094 (14)
NU Common John F. Swope 12,508 (3)
NU Common John F. Turner 7,188 (3)(15)
(1) As of February 24, 2000, there were 137,388,633 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.
(2) Includes 2,016 restricted shares, as to which Mr. Boguslawski has sole
voting power but no dispositive power. Includes 7,368 shares that could
be acquired by Mr. Boguslawski pursuant to currently exercisable options.
(3) Includes 6,250 shares that could be acquired by the beneficial owner
pursuant to currently exercisable options.
(4) Includes 4,941 shares held jointly by Mr. Conway and his wife, who share
voting and investment power.
(5) Includes 879 shares that could be acquired by Mr. DiProfio pursuant to
currently exercisable options.
(6) Includes 2,114 restricted shares, as to which Mr. Feigenbaum has sole
voting power but no dispositive power. Includes 9,251 shares that could
be acquired by Mr. Feigenbaum pursuant to currently exercisable options.
(7) Includes 174 shares held in an employee stock ownership plan and 5,475
restricted shares, as to which Mr. Forsgren has sole voting power but no
dispositive power. Includes 59,739 shares that could be acquired by Mr.
Forsgren pursuant to currently exercisable options.
(8) Includes 2,149 restricted shares, as to which Mr. Frain has sole voting
power but no dispositive power. Includes 7,892 shares that could be
acquired by Mr. Frain pursuant to currently exercisable options.
(9) Includes 3,285 restricted shares, as to which Mrs. Grise has sole voting
power, but no dispositive power. Includes 15,182 shares that could be
acquired by Mrs. Grise pursuant to currently exercisable options.
Includes 261 shares held by Mrs. Grise's husband as custodian for her
children, with whom she shares voting and dispositive power.
(10) Includes 305 shares held in an employee stock ownership plan and 3,467
restricted shares, as to which Mr. Kenyon has sole voting power but no
dispositive power. Includes 21,092 shares that could be acquired by Mr.
Kenyon pursuant to currently exercisable options.
(11) Includes 947 restricted shares, as to which Ms. Kuhlman has sole voting
power but no dispositive power. Includes 3,474 shares that could be
acquired by Ms. Kuhlman pursuant to currently exercisable options.
(12) Includes 3,285 restricted shares, as to which Mr. MacKenzie has sole
voting power but no dispositive power. Includes 16,902 shares that
could be acquired by Mr. MacKenzie pursuant to currently exercisable
options.
(13) Includes 265 shares held in an employee stock ownership plan and 20,939
restricted shares, as to which Mr. Morris has sole voting power but no
dispositive power. Includes 349,167 shares that could be acquired by
Mr. Morris pursuant to currently exercisable options. Includes 13,095
shares held jointly by Mr. Morris and his wife, who share voting and
investment power.
(14) Includes 631 restricted shares, as to which Mr. Powell has sole voting
power but no dispositive power. Includes 2,946 shares that could be
acquired by Mr. Powell pursuant to currently exercisable options.
(15) Includes 938 shares held jointly by Mr. Turner and his wife, who share
voting and investment power.
(16) Includes 196 shares held in an employee stock ownership plan and 1,995
restricted shares held by an executive officer other than those named in
the table above as to which such officer has sole voting power but no
dispositive power. Includes 7,759 shares that could be acquired by such
officer pursuant to currently exercisable options.
c. CONTRACTS AND TRANSACTIONS OF TRUSTEES, DIRECTORS AND EXECUTIVE
OFFICERS WITH SYSTEM COMPANIES
This disclosure was included in the discussion of employment contracts in
Part III, Section (a) above.
d. INDEBTEDNESS OF TRUSTEES, DIRECTORS AND EXECUTIVE OFFICERS OF SYSTEM
COMPANIES
No Trustee, Director or executive officer was indebted to a system company
during 1999.
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. There were no expenditures, disbursements or payments made during 1999
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; and
2. There were no expenditures, disbursements or payments made during 1999
to citizens groups or public relations counsel.
ITEM 8. SERVICE, SALES AND CONSTRUCTION CONTRACTS
PART I:
The following energy management and/or demand-side management and other
services to one or more system companies follows:
Serving Receiving
Transaction Company Company Compensation
- ----------- ------- --------- ------------
(Thousands of Dollars)
Worker Compensation Costs PSNH NAESCO $ 86
Electrical Maintenance Services PSNH NAESCO $ 91
Vehicle Lease Charges PSNH NAESCO $ 17
Mechanical Maintenance Services PSNH NAESCO $180
Human Resources Service PSNH NAESCO $ 5
Insurance Costs PSNH NAESCO $ 24
Miscellaneous Services PSNH NAESCO $ 7
Newington Station building
and outside storage PSNH NAESCO $177**
**Includes operation and maintenance charges and property taxes
associated with leased property.
PART II:
See Item 6, Part III(c).
PART III:
None to be reported.
ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES
None to be reported.
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 as of and for the year ended
December 31, 1999
Northeast Utilities and Subsidiaries:
Consolidating Balance Sheet F-4--F-7
Consolidating Statement of Income F-8--F-9
Consolidating Statement of Retained Earnings F-10--F-11
Consolidating Statement of Capital Surplus, Paid In F-10--F-11
Consolidating Statement of Cash Flows F-12--F-13
The Connecticut Light and Power Company and Subsidiaries:
Consolidating Balance Sheet F-14--F-15
Consolidating Statement of Income F-16
Consolidating Statement of Retained Earnings F-17
Consolidating Statement of Capital Surplus, Paid In F-17
Consolidating Statement of Cash Flows F-18
Public Service Company of New Hampshire and Subsidiary:
Consolidating Balance Sheet F-20--F-21
Consolidating Statement of Income F-22
Consolidating Statement of Retained Earnings F-23
Consolidating Statement of Capital Surplus, Paid In F-23
Consolidating Statement of Cash Flows F-24
Western Massachusetts Electric Company and Subsidiary:
Consolidating Balance Sheet F-26--F-27
Consolidating Statement of Income F-28
Consolidating Statement of Retained Earnings F-29
Consolidating Statement of Capital Surplus, Paid In F-29
Consolidating Statement of Cash Flows F-30
Holyoke Water Power Company and Subsidiary:
Consolidating Balance Sheet F-32--F-33
Consolidating Statement of Income F-34
Consolidating Statement of Retained Earnings F-35
Consolidating Statement of Capital Surplus, Paid In F-35
Consolidating Statement of Cash Flows F-36
Charter Oak Energy Incorporated and Subsidiaries:
Consolidating Balance Sheet F-38--F-39
Consolidating Statement of Income F-40--F-41
Consolidating Statement of Retained Earnings F-42
Consolidating Statement of Capital Surplus, Paid In F-42
Consolidating Statement of Cash F-44--F-45
HEC Inc. and Subsidiaries:
Consolidating Balance Sheet F-46--F-47
Consolidating Statement of Income F-48
Consolidating Statement of Retained Earnings F-49
Consolidating Statement of Capital Surplus, Paid In F-49
Consolidating Statement of Cash Flows F-50
NU Enterprises, Inc. and Subsidiaries:
Consolidating Balance Sheet F-52--F-55
Consolidating Statement of Income F-56--F-57
Consolidating Statement of Retained Earnings F-58--F-59
Consolidating Statement of Capital Surplus, Paid In F-58--F-59
Consolidating Statement of Cash Flows F-60--F-61
Notes to Financial Statements F-62
Exhibits E-1--E-18
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Northeast Utilities and Subsidiaries:
We have audited the consolidated balance sheets and consolidated statements
of capitalization of Northeast Utilities (a Massachusetts trust) and
subsidiaries as of December 31, 1999 and 1998, and the related consolidated
statements of income, comprehensive income, shareholders' equity, cash flows,
and income taxes for each of the three years in the period ended December 31,
1999, included in the 1999 annual report to shareholders and incorporated by
reference in this Form U5S, and have issued our report thereon dated
January 25, 2000. 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, 1999 and 1998, and the results of their
operations and cash flows for each of the three years in the period ended
December 31, 1999, in conformity with generally accepted accounting
principles.
/s/ Arthur Andersen LLP
Arthur Andersen LLP
Hartford, Connecticut
January 25, 2000
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 27, 2000
NORTHEAST UTILITIES AND SUBSIDIARIES
Consolidating Balance Sheet (a)
Assets
December 31, 1999
(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 $ 5,811,126 $ 1,940,056
Other 0 0 8,588
----------- -------------- --------------
0 5,811,126 1,948,644
Less: Accumulated provision for
depreciation 0 4,234,771 676,754
----------- -------------- --------------
0 1,576,355 1,271,890
Unamortized PSNH acquisition costs 0 0 324,437
Construction work in progress 0 115,529 17,160
Nuclear fuel, net 0 80,766 1,734
----------- -------------- --------------
Total net utility plant 0 1,772,650 1,615,221
----------- -------------- --------------
Other Property and Investments:
Nuclear decommissioning trusts, at market 0 516,796 6,880
Investments in regional nuclear generating
companies, at equity 0 54,472 12,308
Investments in subsidiary companies, at
equity 2,252,175 0 0
Investments in transmission companies, at
equity 16,460 0 0
Other, at cost 54 36,696 3,400
----------- -------------- --------------
2,268,689 607,964 22,588
----------- -------------- --------------
Current Assets:
Cash and cash equivalents 0 364 183,523
Special deposits 0 0 0
Investments in securitizable assets 0 107,620 0
Notes receivable from affiliated companies 45,300 0 0
Receivables, net 625 19,680 79,290
Accounts receivable from affiliated companies 8,351 3,390 8,560
Taxes receivables 418 0 11,661
Accrued utility revenues 0 0 48,822
Fuel, materials, and supplies, at average cost 0 37,603 38,076
Recoverable energy costs, net-current portion 0 0 73,721
Prepayments and other 1,192 148,628 18,155
----------- -------------- --------------
55,886 317,285 461,808
----------- -------------- --------------
Deferred Charges:
Regulatory assets 0 2,564,095 490,921
Accumulated deferred income taxes 0 0 0
Unamortized debt expense 6 16,323 11,896
Deferred receivable from affiliated company 0 0 12,984
Other 3,549 19,967 7,346
----------- -------------- --------------
3,555 2,600,385 523,147
----------- -------------- --------------
Total Assets $2,328,130 $ 5,298,284 $ 2,622,764
=========== ============== ==============
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 Balance Sheet (a)
Assets
December 31, 1999
(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 $ 1,175,954 $ 736,472 $ 100,008
Other 0 0 0
-------------- -------------- --------------
1,175,954 736,472 100,008
Less: Accumulated provision for
depreciation 813,978 196,694 46,784
-------------- -------------- --------------
361,976 539,778 53,224
Unamortized PSNH acquisition costs 0 0 0
Construction work in progress 21,181 10,274 1,128
Nuclear fuel, net 18,880 21,149 0
-------------- -------------- --------------
Total net utility plant 402,037 571,201 54,352
-------------- -------------- --------------
Other Property and Investments:
Nuclear decommissioning trusts, at market 144,567 43,667 0
Investments in regional nuclear generating
companies, at equity 14,723 0 0
Investments in subsidiary companies, at
equity 0 0 0
Investments in transmission companies, at
equity 0 0 0
Other, at cost 6,232 0 3,476
-------------- -------------- --------------
165,522 43,667 3,476
-------------- -------------- --------------
Current Assets:
Cash and cash equivalents 950 0 129
Special deposits 0 7 0
Investments in securitizable assets 0 0 0
Notes receivable from affiliated companies 0 56,400 15,500
Receivables, net 31,692 0 2,987
Accounts receivable from affiliated companies 3,918 22,840 2,632
Taxes receivables 1,912 11,717 31
Accrued utility revenues 13,485 0 0
Fuel, materials, and supplies, at average cost 3,097 13,088 5,387
Recoverable energy costs, net-current portion 0 0 0
Prepayments and other 30,119 1,766 836
-------------- -------------- --------------
85,173 105,818 27,502
-------------- -------------- --------------
Deferred Charges:
Regulatory assets 594,800 129,641 0
Accumulated deferred income taxes 0 0 0
Unamortized debt expense 1,926 1,780 797
Deferred receivable from affiliated company 0 0 0
Other 4,146 0 312
-------------- -------------- --------------
600,872 131,421 1,109
-------------- -------------- --------------
Total Assets $ 1,253,604 $ 852,107 $ 86,439
============== ============== ==============
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 Balance Sheet (a)
Assets
December 31, 1999
(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 $ 40,449 $ 0
Other 108,392 0 0
--------- --------- --------------
108,392 40,449 0
Less: Accumulated provision for
depreciation 73,532 15,182 0
--------- --------- --------------
34,860 25,267 0
Unamortized PSNH acquisition costs 0 0 0
Construction work in progress 4,889 555 0
Nuclear fuel, net 0 0 0
--------- --------- --------------
Total net utility plant 39,749 25,822 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
Investments in transmission companies, at
equity 0 0 0
Other, at cost 8,817 0 0
--------- --------- --------------
8,817 0 0
--------- --------- --------------
Current Assets:
Cash and cash equivalents 63,462 0 1,940
Special deposits 0 0 0
Investments in securitizable assets 0 0 0
Notes receivable from affiliated companies 58,200 0 0
Receivables, net 59,458 5,029 16,604
Accounts receivable from affiliated companies 28,207 74,176 18
Taxes receivables 1,197 0 0
Accrued utility revenues 0 0 0
Fuel, materials, and supplies, at average cost 158 73,799 98
Recoverable energy costs, net-current portion 0 0 0
Prepayments and other 5,124 1,983 1,342
--------- --------- --------------
215,806 154,987 20,002
--------- --------- --------------
Deferred Charges:
Regulatory assets 0 0 11
Accumulated deferred income taxes 7,984 37,941 0
Unamortized debt expense 0 27 0
Deferred receivable from affiliated company 0 0 0
Other 35,847 23,372 31,969
--------- --------- --------------
43,831 61,340 31,980
--------- --------- --------------
Total Assets $308,203 $242,149 $ 51,982
========= ========= ==============
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 Balance Sheet (a)
Assets
December 31, 1999
(Thousands of Dollars)
<TABLE>
<CAPTION>
Charter Oak
The The Rocky Energy, Inc.
Quinnehtuk River Realty (consolidated)
Company Company (b)
---------- ------------ --------------
<S> <C> <C> <C>
Utility Plant, at cost:
Electric $ 0 $ 0 $ 52
Other 1,639 87,040 0
---------- ------------ --------------
1,639 87,040 52
Less: Accumulated provision for
depreciation 1,165 33,673 52
---------- ------------ --------------
474 53,367 0
Unamortized PSNH acquisition costs 0 0 0
Construction work in progress 1 1,449 0
Nuclear fuel, net 0 0 0
---------- ------------ --------------
Total net utility plant 475 54,816 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
Investments in transmission companies, at
equity 0 0 0
Other, at cost 1,141 2,502 0
---------- ------------ --------------
1,141 2,502 0
---------- ------------ --------------
Current Assets:
Cash and cash equivalents 20 72 428
Special deposits 0 0 0
Investments in securitizable assets 0 0 0
Notes receivable from affiliated companies 0 0 0
Receivables, net 0 259 0
Accounts receivable from affiliated companies 0 5,966 0
Taxes receivables 218 308 4,331
Accrued utility revenues 0 0 0
Fuel, materials, and supplies, at average cost 0 0 0
Recoverable energy costs, net-current portion 0 0 0
Prepayments and other 1 460 6,435
---------- ------------ --------------
239 7,065 11,194
---------- ------------ --------------
Deferred Charges:
Regulatory assets 4 0 0
Accumulated deferred income taxes 0 0 15,762
Unamortized debt expense 0 53 0
Deferred receivable from affiliated company 0 0 0
Other 0 0 89
---------- ------------ --------------
4 53 15,851
---------- ------------ --------------
Total Assets $ 1,859 $ 64,436 $ 27,045
========== ============ ==============
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 Balance Sheet (a)
Assets
December 31, 1999
(Thousands of Dollars)
<TABLE>
<CAPTION>
NU
Enterprises,
Inc.
(consolidated)
(b) Eliminations Consolidated
-------------- ------------ ------------
<S> <C> <C> <C>
Utility Plant, at cost:
Electric $ 112 $ 618,957 $ 9,185,272
Other 20,608 265 226,002
-------------- ------------ ------------
20,720 619,222 9,411,274
Less: Accumulated provision for
depreciation 4,981 9,256 6,088,310
-------------- ------------ ------------
15,739 609,966 3,322,964
Unamortized PSNH acquisition costs 0 0 324,437
Construction work in progress 5,339 0 177,504
Nuclear fuel, net 0 0 122,529
-------------- ------------ ------------
Total net utility plant 21,078 609,966 3,947,434
-------------- ------------ ------------
Other Property and Investments:
Nuclear decommissioning trusts, at market 0 0 711,910
Investments in regional nuclear generating
companies, at equity 0 0 81,503
Investments in subsidiary companies, at
equity 0 2,252,175 0
Investments in transmission companies, at
equity 0 0 16,460
Other, at cost 15,991 0 78,308
-------------- ------------ ------------
15,991 2,252,175 888,181
-------------- ------------ ------------
Current Assets:
Cash and cash equivalents 4,267 0 255,154
Special deposits 10,669 10,676 0
Investments in securitizable assets 0 0 107,620
Notes receivable from affiliated companies 22,000 197,400 0
Receivables, net 94,424 (142) 310,190
Accounts receivable from affiliated companies 2,114 160,172 0
Taxes receivables 24,196 55,989 0
Accrued utility revenues 13,421 0 75,728
Fuel, materials, and supplies, at average cost 1,666 0 172,973
Recoverable energy costs, net-current portion 0 0 73,721
Prepayments and other 9,677 149,824 75,894
-------------- ------------ ------------
182,434 573,919 1,071,280
-------------- ------------ ------------
Deferred Charges:
Regulatory assets 0 137,033 3,642,439
Accumulated deferred income taxes 3,149 64,836 0
Unamortized debt expense 6,384 0 39,192
Deferred receivable from affiliated company 0 12,984 0
Other 30,874 57,946 99,526
-------------- ------------ ------------
40,407 272,799 3,781,157
-------------- ------------ ------------
Total Assets $ 259,910 $ 3,708,859 $ 9,688,052
============== ============ ============
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 Balance Sheet (a)
Capitalization and Liabilities
December 31, 1999
(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 $ 686,969 $ 122,229 $ 1
Capital surplus, paid in 940,726 665,598 424,654
Deferred contribution plan-employee stock
ownership plan (127,725) 0 0
Retained earnings 581,817 153,254 319,938
Accumulated other comprehensive income 1,524 416 1,074
----------- -------------- --------------
Total common shareholders' equity 2,083,311 941,497 745,667
Preferred stock not subject to mandatory
redemption 0 116,200 0
Preferred stock subject to mandatory
redemption 0 79,789 25,000
Long-term debt 138,000 1,241,051 516,485
----------- -------------- --------------
Total capitalization 2,221,311 2,378,537 1,287,152
----------- -------------- --------------
Minority Interest in Consolidated Subsidiary 0 100,000 0
----------- -------------- --------------
Obligations Under Capital Leases 0 50,969 624,477
----------- -------------- --------------
Current Liabilities:
Notes payable to banks 65,000 90,000 0
Notes payable to affiliated company 0 11,700 0
Long-term debt and preferred stock-current
portion 20,000 178,755 25,000
Obligations under capital leases-current
portion 0 93,431 101,676
Accounts payable 7,258 101,106 38,685
Accounts payable to affiliated companies 1,201 3,215 38,105
Accrued taxes 0 169,214 33,683
Accrued interest 1,705 18,640 6,294
Accrued pension benefits 0 0 45,504
Other 6,143 26,347 10,184
----------- -------------- --------------
101,307 692,408 299,131
----------- -------------- --------------
Deferred Credits:
Accumulated deferred income taxes 5,302 999,473 266,859
Accumulated deferred investment tax credits 0 107,064 12,532
Deferred contractual obligations 0 238,142 56,544
Decommissioning obligation-Millstone 1 0 580,320 0
Deferred obligation to affiliated company 0 0 12,984
Deferred credit-SFAS 109 0 0 0
Other 210 151,371 63,085
----------- -------------- --------------
5,512 2,076,370 412,004
----------- -------------- --------------
Total Capitalization and Liabilities $2,328,130 $ 5,298,284 $ 2,622,764
=========== ============== ==============
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 Balance Sheet (a)
Capitalization and Liabilities
December 31, 1999
(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 171,691 160,999 6,000
Deferred contribution plan-employee stock
ownership plan 0 0 0
Retained earnings 38,712 12,752 14,481
Accumulated other comprehensive income 160 0 (5)
-------------- -------------- --------------
Total common shareholders' equity 237,375 173,752 22,876
Preferred stock not subject to mandatory
redemption 20,000 0 0
Preferred stock subject to mandatory
redemption 16,500 0 0
Long-term debt 290,279 135,000 38,300
-------------- -------------- --------------
Total capitalization 564,154 308,752 61,176
-------------- -------------- --------------
Minority Interest in Consolidated Subsidiary 0 0 0
-------------- -------------- --------------
Obligations Under Capital Leases 8,106 0 0
-------------- -------------- --------------
Current Liabilities:
Notes payable to banks 123,000 0 0
Notes payable to affiliated company 9,400 0 0
Long-term debt and preferred stock-current
portion 1,500 270,000 0
Obligations under capital leases-current
portion 21,866 0 0
Accounts payable 12,974 11,694 2,255
Accounts payable to affiliated companies 3,208 806 849
Accrued taxes 589 0 171
Accrued interest 6,046 2,340 351
Accrued pension benefits 0 0 0
Other 14,384 272 469
-------------- -------------- --------------
192,967 285,112 4,095
-------------- -------------- --------------
Deferred Credits:
Accumulated deferred income taxes 242,942 222,601 13,923
Accumulated deferred investment tax credits 19,765 0 0
Deferred contractual obligations 63,701 0 0
Decommissioning obligation-Millstone 1 136,130 0 0
Deferred obligation to affiliated company 0 12,984 0
Deferred credit-SFAS 109 0 0 0
Other 25,839 22,658 7,245
-------------- -------------- --------------
488,377 258,243 21,168
-------------- -------------- --------------
Total Capitalization and Liabilities $ 1,253,604 $ 852,107 $ 86,439
============== ============== ==============
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 Balance Sheet (a)
Capitalization and Liabilities
December 31, 1999
(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 contribution plan-employee stock
ownership plan 0 0 0
Retained earnings 0 675 2
Accumulated other comprehensive income 0 (121) 0
--------- --------- --------------
Total common shareholders' equity 1 15,919 12
Preferred stock not subject to mandatory
redemption 0 0 0
Preferred stock subject to mandatory
redemption 0 0 0
Long-term debt 0 0 0
--------- --------- --------------
Total capitalization 1 15,919 12
--------- --------- --------------
Minority Interest in Consolidated Subsidiary 0 0 0
--------- --------- --------------
Obligations Under Capital Leases 905 737 0
--------- --------- --------------
Current Liabilities:
Notes payable to banks 0 0 0
Notes payable to affiliated company 109,200 5,500 0
Long-term debt and preferred stock-current
portion 0 6,011 0
Obligations under capital leases-current
portion 92 2,157 0
Accounts payable 56,700 51,716 7,736
Accounts payable to affiliated companies 48,221 12,801 2,342
Accrued taxes 173 10,442 366
Accrued interest 0 0 0
Accrued pension benefits 0 68,070 29,362
Other 19,896 42,461 8,161
--------- --------- --------------
234,282 199,158 47,967
--------- --------- --------------
Deferred Credits:
Accumulated deferred income taxes 0 0 157
Accumulated deferred investment tax credits 0 1,045 0
Deferred contractual obligations 0 0 0
Decommissioning obligation-Millstone 1 0 0 0
Deferred obligation to affiliated company 0 0 0
Deferred credit-SFAS 109 4,223 9,452 0
Other 68,792 15,838 3,846
--------- --------- --------------
73,015 26,335 4,003
--------- --------- --------------
Total Capitalization and Liabilities $308,203 $242,149 $ 51,982
========= ========= ==============
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 Balance Sheet (a)
Capitalization and Liabilities
December 31, 1999
(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 90,194
Deferred contribution plan-employee stock
ownership plan 0 0 0
Retained earnings (2,881) 674 (67,093)
Accumulated other comprehensive income 0 0 0
---------- ------------ --------------
Total common shareholders' equity (2,376) 684 23,101
Preferred stock not subject to mandatory
redemption 0 0 0
Preferred stock subject to mandatory
redemption 0 0 0
Long-term debt 0 12,501 0
---------- ------------ --------------
Total capitalization (2,376) 13,185 23,101
---------- ------------ --------------
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 3,600 23,600 0
Long-term debt and preferred stock-current
portion 0 2,049 0
Obligations under capital leases-current
portion 0 0 0
Accounts payable 1 0 180
Accounts payable to affiliated companies 23 442 14
Accrued taxes 206 6 0
Accrued interest 0 256 0
Accrued pension benefits 0 0 0
Other 0 1,310 3,750
---------- ------------ --------------
3,830 27,663 3,944
---------- ------------ --------------
Deferred Credits:
Accumulated deferred income taxes 145 1,547 0
Accumulated deferred investment tax credits 0 0 0
Deferred contractual obligations 0 0 0
Decommissioning obligation-Millstone 1 0 0 0
Deferred obligation to affiliated company 0 0 0
Deferred credit-SFAS 109 0 0 0
Other 260 22,041 0
---------- ------------ --------------
405 23,588 0
---------- ------------ --------------
Total Capitalization and Liabilities $ 1,859 $ 64,436 $ 27,045
========== ============ ==============
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 Balance Sheet (a)
Capitalization and Liabilities
December 31, 1999
(Thousands of Dollars)
<TABLE>
<CAPTION>
NU
Enterprises,
Inc.
(consolidated)
(b) Eliminations Consolidated
-------------- ------------ ------------
<S> <C> <C> <C>
Capitalization:
Common shareholders' equity:
Common shares $ 0 $ 151,819 $ 686,969
Capital surplus, paid in 121,745 1,656,396 940,726
Deferred contribution plan-employee stock
ownership plan 0 0 (127,725)
Retained earnings (47,223) 423,292 581,817
Accumulated other comprehensive income 0 1,524 1,524
-------------- ------------ ------------
Total common shareholders' equity 74,522 2,233,031 2,083,311
Preferred stock not subject to mandatory
redemption 0 0 136,200
Preferred stock subject to mandatory
redemption 0 0 121,289
Long-term debt 29,525 28,800 2,372,341
-------------- ------------ ------------
Total capitalization 104,047 2,261,831 4,713,141
-------------- ------------ ------------
Minority Interest in Consolidated Subsidiary 0 0 100,000
-------------- ------------ ------------
Obligations Under Capital Leases 0 622,370 62,824
-------------- ------------ ------------
Current Liabilities:
Notes payable to banks 0 0 278,000
Notes payable to affiliated company 34,400 197,400 0
Long-term debt and preferred stock-current
portion 0 0 503,315
Obligations under capital leases-current
portion 0 100,753 118,469
Accounts payable 56,869 (147) 347,321
Accounts payable to affiliated companies 48,945 160,172 0
Accrued taxes 1,534 57,699 158,684
Accrued interest 2,273 0 37,904
Accrued pension benefits 0 142,936 0
Other 8,757 15,366 126,768
-------------- ------------ ------------
152,778 674,179 1,570,461
-------------- ------------ ------------
Deferred Credits:
Accumulated deferred income taxes 0 64,835 1,688,114
Accumulated deferred investment tax credits 0 0 140,407
Deferred contractual obligations 0 0 358,387
Decommissioning obligation-Millstone 1 0 14,099 702,351
Deferred obligation to affiliated company 0 12,984 12,984
Deferred credit-SFAS 109 0 13,675 0
Other 3,085 44,886 339,383
-------------- ------------ ------------
3,085 150,479 3,241,626
-------------- ------------ ------------
Total Capitalization and Liabilities $ 259,910 $ 3,708,859 $ 9,688,052
============== ============ ============
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 Income (a)
Year Ended December 31, 1999
(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 $ 2,452,855 $ 1,160,589
--------- -------------- --------------
Operating Expenses:
Operation-
Fuel, purchased and net interchange power 0 927,989 691,743
Other 19,064 480,138 127,635
Maintenance 3 217,961 52,481
Depreciation 0 193,776 47,695
Amortization of regulatory assets, net 0 447,776 34,915
Federal and state income taxes (4,849) 122,059 37,150
Taxes other than income taxes 59 174,884 43,409
Gain on sale of utility plant 0 (286,477) 0
--------- -------------- --------------
Total operating expenses 14,277 2,278,106 1,035,028
--------- -------------- --------------
Operating (Loss)/Income (14,277) 174,749 125,561
--------- -------------- --------------
Other Income/(Loss):
Equity in earnings of subsidiaries 56,812 0 0
Equity in earnings of regional nuclear
generating and transmission
companies 2,608 1,506 512
Nuclear unrecoverable costs 0 (53,031) 0
Other, net 2,628 (25,962) 5,325
Minority interest in loss of subsidiary 0 (9,300) 0
Deferred nuclear plant return-other funds 0 0 0
Reserve for loss on sale of COE Ave Fenix
Investment in Ave Fenix Energia, S.A. 0 0 0
Income taxes 2,057 36,921 (3,914)
--------- -------------- --------------
Other income/(loss), net 64,105 (49,866) 1,923
--------- -------------- --------------
Income/(loss) before interest charges 49,828 124,883 127,484
--------- -------------- --------------
Interest Charges:
Interest on long-term debt 14,695 127,533 42,728
Other interest 917 10,918 547
Deferred interest-nuclear plants 0 0 0
--------- -------------- --------------
Interest charges, net 15,612 138,451 43,275
--------- -------------- --------------
Net Income/(Loss) $ 34,216 $ (13,568) $ 84,209
========= ============== ==============
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 Income (a)
Year Ended December 31, 1999
(Thousands of Dollars)
<TABLE>
<CAPTION>
Western
Massachusetts Holyoke
Electric Water Power
Company North Atlantic Company
(consolidatd) Energy (consolidated)
(b) Corporation (b)
------------- -------------- --------------
<S> <C> <C> <C>
Operating Revenues $ 414,231 $ 287,369 $ 42,691
------------- -------------- --------------
Operating Expenses:
Operation-
Fuel, purchased and net interchange power 151,714 15,596 21,242
Other 101,842 41,727 7,241
Maintenance 47,586 19,030 4,714
Depreciation 27,771 27,576 1,649
Amortization of regulatory assets, net 26,488 85,488 1,770
Federal and state income taxes 18,849 34,854 86
Taxes other than income taxes 20,677 13,370 4,967
Gain on sale of utility plant (22,437) 0 0
------------- -------------- --------------
Total operating expenses 372,490 237,641 41,669
------------- -------------- --------------
Operating (Loss)/Income 41,741 49,728 1,022
------------- -------------- --------------
Other Income/(Loss):
Equity in earnings of subsidiaries 0 0 0
Equity in earnings of regional nuclear
generating and transmission
companies 407 0 0
Nuclear unrecoverable costs (18,035) 0 0
Other, net (3,618) (7,432) 6,712
Minority interest in loss of subsidiary 0 0 0
Deferred nuclear plant return-other funds 0 4,417 0
Reserve for loss on sale of COE Ave Fenix
Investment in Ave Fenix Energia, S.A. 0 0 0
Income taxes 9,906 19,131 92
------------- -------------- --------------
Other income/(loss), net (11,340) 16,116 6,804
------------- -------------- --------------
Income/(loss) before interest charges 30,401 65,844 7,826
------------- -------------- --------------
Interest Charges:
Interest on long-term debt 24,255 45,297 2,289
Other interest 3,259 (542) (32)
Deferred interest-nuclear plants 0 (8,467) 0
------------- -------------- --------------
Interest charges, net 27,514 36,288 2,257
------------- -------------- --------------
Net Income/(Loss) $ 2,887 $ 29,556 $ 5,569
============= ============== ==============
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 Income (a)
Year Ended December 31, 1999
(Thousands of Dollars)
<TABLE>
<CAPTION>
Northeast Northeast
Utilities Nuclear North Atlantic
Service Energy Energy Service
Company Company Corporation
--------- --------- --------------
<S> <C> <C> <C>
Operating Revenues $268,545 $470,990 $ 171,215
--------- --------- --------------
Operating Expenses:
Operation-
Fuel, purchased and net interchange power 0 0 8,209
Other 276,125 283,997 105,277
Maintenance 13,329 166,229 52,887
Depreciation 10,390 1,791 0
Amortization of regulatory assets, net 0 0 0
Federal and state income taxes (1,390) 742 (204)
Taxes other than income taxes 12,618 12,739 4,740
Gain on sale of utility plant 0 0 0
--------- --------- --------------
Total operating expenses 311,072 465,498 170,909
--------- --------- --------------
Operating (Loss)/Income (42,527) 5,492 306
--------- --------- --------------
Other Income/(Loss):
Equity in earnings of subsidiaries 0 0 0
Equity in earnings of regional nuclear
generating and transmission
companies 0 0 0
Nuclear unrecoverable costs 0 0 0
Other, net 42,807 (674) (255)
Minority interest in loss of subsidiary 0 0 0
Deferred nuclear plant return-other funds 0 0 0
Reserve for loss on sale of COE Ave Fenix
Investment in Ave Fenix Energia, S.A. 0 0 0
Income taxes 0 0 0
--------- --------- --------------
Other income/(loss), net 42,807 (674) (255)
--------- --------- --------------
Income/(loss) before interest charges 280 4,818 51
--------- --------- --------------
Interest Charges:
Interest on long-term debt 0 1,360 0
Other interest 280 1,706 51
Deferred interest-nuclear plants 0 0 0
--------- --------- --------------
Interest charges, net 280 3,066 51
--------- --------- --------------
Net Income/(Loss) $ 0 $ 1,752 $ 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) See supporting statements.
</TABLE>
NORTHEAST UTILITIES AND SUBSIDIARIES
Consolidating Statement of Income (a)
Year Ended December 31, 1999
(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 $ 6,355 $ 0
---------- ------------ --------------
Operating Expenses:
Operation-
Fuel, purchased and net interchange power 0 0 0
Other 307 447 139
Maintenance 0 0 0
Depreciation 59 2,391 0
Amortization of regulatory assets, net 0 0 0
Federal and state income taxes (51) 0 47
Taxes other than income taxes 239 1,396 6
Gain on sale of utility plant 0 0 0
---------- ------------ --------------
Total operating expenses 554 4,234 192
---------- ------------ --------------
Operating (Loss)/Income (345) 2,121 (192)
---------- ------------ --------------
Other Income/(Loss):
Equity in earnings of subsidiaries 0 0 0
Equity in earnings of regional nuclear
generating and transmission
companies 0 0 0
Nuclear unrecoverable costs 0 0 0
Other, net 428 48 948
Minority interest in loss of subsidiary 0 0 0
Deferred nuclear plant return-other funds 0 0 0
Reserve for loss on sale of COE Ave Fenix
Investment in Ave Fenix Energia, S.A. 0 0 (2,881)
Income taxes 0 0 18,236
---------- ------------ --------------
Other income/(loss), net 428 48 16,303
---------- ------------ --------------
Income/(loss) before interest charges 83 2,169 16,111
---------- ------------ --------------
Interest Charges:
Interest on long-term debt 0 1,296 0
Other interest 237 873 0
Deferred interest-nuclear plants 0 0 0
---------- ------------ --------------
Interest charges, net 237 2,169 0
---------- ------------ --------------
Net Income/(Loss) $ (154) $ 0 $ 16,111
========== ============ ==============
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 Income (a)
Year Ended December 31, 1999
(Thousands of Dollars)
<TABLE>
<CAPTION>
NU
Enterprises,
Inc.
(consolidated)
(b) Eliminations Consolidated
-------------- ------------ ------------
<S> <C> <C> <C>
Operating Revenues $ 606,848 $ 1,410,646 $ 4,471,251
-------------- ------------ ------------
Operating Expenses:
Operation-
Fuel, purchased and net interchange power 549,753 467,933 1,898,314
Other 118,451 706,472 855,917
Maintenance 258 234,059 340,419
Depreciation 1,949 12,742 302,305
Amortization of regulatory assets, net 0 0 596,437
Federal and state income taxes (28,233) (1,824) 180,883
Taxes other than income taxes 2,186 29,940 261,353
Gain on sale of utility plant 0 0 (308,914)
-------------- ------------ ------------
Total operating expenses 644,364 1,449,322 4,126,714
-------------- ------------ ------------
Operating (Loss)/Income (37,516) (38,676) 344,537
-------------- ------------ ------------
Other Income/(Loss):
Equity in earnings of subsidiaries 0 56,812 0
Equity in earnings of regional nuclear
generating and transmission
companies 0 0 5,034
Nuclear unrecoverable costs 0 0 (71,066)
Other, net (8,301) 43,509 (30,855)
Minority interest in loss of subsidiary 0 0 (9,300)
Deferred nuclear plant return-other funds 0 4,417 0
Reserve for loss on sale of COE Ave Fenix
Investment in Ave Fenix Energia, S.A. 0 (2,881) 0
Income taxes (158) 0 82,272
-------------- ------------ ------------
Other income/(loss), net (8,459) 101,857 (23,915)
-------------- ------------ ------------
Income/(loss) before interest charges (45,975) 63,181 320,622
-------------- ------------ ------------
Interest Charges:
Interest on long-term debt 0 1,360 258,093
Other interest 954 5,209 13,959
Deferred interest-nuclear plants 0 (66) (8,401)
-------------- ------------ ------------
Interest charges, net 954 6,503 263,651
-------------- ------------ ------------
Net Income/(Loss) $ (46,929) $ 56,678 $ 56,971
============== ============ ============
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
Retained Earnings (a)
Year Ended December 31, 1999
(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 $ 560,769 $ 210,108 4 252,912
Transfer of ownership of Select Energy,
Inc., Mode 1 Communications, Inc. and
HEC Inc. Consolidated from Northeast
Utilities to NU Enterprises, Inc. 0 0 0
Additions:
Net income/(loss) 34,216 (13,568) 84,209
---------- -------------- --------------
594,985 196,540 337,121
---------- -------------- --------------
Deductions:
Dividends declared:
Preferred stock (at required annual rates):
The Connecticut Light and Power Company 0 12,832 0
Western Massachusetts Electric Company 0 0 0
Public Service Company of New Hampshire 0 0 6,625
Common shares:
$.10 per share 13,168 0 0
$1,333.33 per share 0 0 0
$8.33 per share 0 0 0
$60,000.00 per share 0 0 0
Allocation of benefits-ESOP 0 30,454 10,558
---------- -------------- --------------
13,168 43,286 17,183
---------- -------------- --------------
Balance at end of period $ 581,817 $ 153,254 $ 319,938
========== ============== ==============
</TABLE>
NORTHEAST UTILITIES AND SUBSIDIARIES
Consolidating Statement of
Capital Surplus, Paid In (a)
Year Ended December 31, 1999
(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 $ 940,661 $ 664,156 $ 424,250
Transfer of ownership of Select Energy,
Inc., Mode 1 Communications, Inc. and
HEC Inc. Consolidated from Northeast
Utilities to NU Enterprises, Inc. 0 0 0
Capital contributions from Northeast Utilities:
Cash capital contribution from
Northeast Utilities 0 0 0
Transfer of equity to NU Enterprises, Inc. 0 0 0
Issuance of 362,565 common shares 3,505 0 0
Premium on common stock 0 0 0
Dividends declared on common stock:
$47,000.00 per share 0 0 0
Allocation of benefits-ESOP (3,053) 0 0
Unearned stock compensation (1,194) 0 0
Capital stock expenses, net 807 1,442 404
---------- -------------- --------------
Balance at end of period $ 940,726 $ 665,598 $ 424,654
========== ============== ==============
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
Retained Earnings (a)
Year Ended December 31, 1999
(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 $ 46,003 $ 43,196 $ 13,592
Transfer of ownership of Select Energy,
Inc., Mode 1 Communications, Inc. and
HEC Inc. Consolidated from Northeast
Utilities to NU Enterprises, Inc. 0 0 0
Additions:
Net income/(loss) 2,887 29,556 5,569
-------------- -------------- --------------
48,890 72,752 19,161
-------------- -------------- --------------
Deductions:
Dividends declared:
Preferred stock (at required annual rates):
The Connecticut Light and Power Company 0 0 0
Western Massachusetts Electric Company 3,298 0 0
Public Service Company of New Hampshire 0 0 0
Common shares:
$.10 per share 0 0 0
$1,333.33 per share 0 0 0
$8.33 per share 0 0 4,000
$60,000.00 per share 0 60,000 0
Allocation of benefits-ESOP 6,880 0 680
-------------- -------------- --------------
10,178 60,000 4,680
-------------- -------------- --------------
Balance at end of period $ 38,712 $ 12,752 $ 14,481
============== ============== ==============
</TABLE>
NORTHEAST UTILITIES AND SUBSIDIARIES
Consolidating Statement of
Capital Surplus, Paid In (a)
Year Ended December 31, 1999
(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 $ 151,431 $ 160,999 $ 6,000
Transfer of ownership of Select Energy,
Inc., Mode 1 Communications, Inc. and
HEC Inc. Consolidated from Northeast
Utilities to NU Enterprises, Inc. 0 0 0
Capital contributions from Northeast Utilities:
Cash capital contribution from
Northeast Utilities 20,000 0 0
Transfer of equity to NU Enterprises, Inc. 0 0 0
Issuance of 362,565 common shares 0 0 0
Premium on common stock 0 0 0
Dividends declared on common stock:
$47,000.00 per share 0 0 0
Allocation of benefits-ESOP 0 0 0
Unearned stock compensation 0 0 0
Capital stock expenses, net 260 0 0
-------------- -------------- --------------
Balance at end of period $ 171,691 $ 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>
NORTHEAST UTILITIES AND SUBSIDIARIES
Consolidating Statement of
Retained Earnings (a)
Year Ended December 31, 1999
(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 $ 923 $ 2 $ (2,727)
Transfer of ownership of Select Energy,
Inc., Mode 1 Communications, Inc. and
HEC Inc. Consolidated from Northeast
Utilities to NU Enterprises, Inc. 0 0 0
Additions:
Net income/(loss) 1,752 0 (154)
--------- -------------- --------------
2,675 2 (2,881)
--------- -------------- --------------
Deductions:
Dividends declared:
Preferred stock (at required annual rates):
The Connecticut Light and Power Company 0 0 0
Western Massachusetts Electric Company 0 0 0
Public Service Company of New Hampshire 0 0 0
Common shares:
$.10 per share 0 0 0
$1,333.33 per share 2,000 0 0
$8.33 per share 0 0 0
$60,000.00 per share 0 0 0
Allocation of benefits-ESOP 0 0 0
--------- -------------- --------------
2,000 0 0
--------- -------------- --------------
Balance at end of period $ 675 $ 2 $ (2,881)
========= ============== ==============
</TABLE>
NORTHEAST UTILITIES AND SUBSIDIARIES
Consolidating Statement of
Capital Surplus, Paid In (a)
Year Ended December 31, 1999
(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
Transfer of ownership of Select Energy,
Inc., Mode 1 Communications, Inc. and
HEC Inc. Consolidated from Northeast
Utilities to NU Enterprises, Inc. 0 0 0
Capital contributions from Northeast Utilities:
Cash capital contribution from
Northeast Utilities 0 0 0
Transfer of equity to NU Enterprises, Inc. 0 0 0
Issuance of 362,565 common shares 0 0 0
Premium on common stock 0 0 0
Dividends declared on common stock:
$47,000.00 per share 0 0 0
Allocation of benefits-ESOP 0 0 0
Unearned stock compensation 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>
NORTHEAST UTILITIES AND SUBSIDIARIES
Consolidating Statement of
Retained Earnings (a)
Year Ended December 31, 1999
(Thousands of Dollars)
<TABLE>
<CAPTION>
Charter Oak
The The Rocky Energy, Inc.
Quinnehtuk River Realty (consolidated)
Company Company (b)
-------------- -------------- --------------
<S> <C> <C> <C>
Balance at beginning of period $ (2,727) $ 674 $ (83,204)
Transfer of ownership of Select Energy,
Inc., Mode 1 Communications, Inc. and
HEC Inc. Consolidated from Northeast
Utilities to NU Enterprises, Inc. 0 0 0
Additions:
Net income/(loss) (154) 0 16,111
-------------- -------------- --------------
(2,881) 674 (67,093)
-------------- -------------- --------------
Deductions:
Dividends declared:
Preferred stock (at required annual rates):
The Connecticut Light and Power Company 0 0 0
Western Massachusetts Electric Company 0 0 0
Public Service Company of New Hampshire 0 0 0
Common shares:
$.10 per share 0 0 0
$1,333.33 per share 0 0 0
$8.33 per share 0 0 0
$60,000.00 per share 0 0 0
Allocation of benefits-ESOP 0 0 0
-------------- -------------- --------------
0 0 0
-------------- -------------- --------------
Balance at end of period $ (2,881) $ 674 $ (67,093)
============== ============== ==============
</TABLE>
NORTHEAST UTILITIES AND SUBSIDIARIES
Consolidating Statement of
Capital Surplus, Paid In (a)
Year Ended December 31, 1999
(Thousands of Dollars)
<TABLE>
<CAPTION>
Charter Oak
North Atlantic The Energy, Inc.
Energy Service Quinnehtuk (consolidated)
Corporation Company (b)
-------------- -------------- --------------
<S> <C> <C> <C>
Balance at beginning of period $ 9 $ 155 $ 92,744
Transfer of ownership of Select Energy,
Inc., Mode 1 Communications, Inc. and
HEC Inc. Consolidated from Northeast
Utilities to NU Enterprises, Inc. 0 0 0
Capital contributions from Northeast Utilities:
Cash capital contribution from
Northeast Utilities 0 0 2,150
Transfer of equity to NU Enterprises, Inc. 0 0 0
Issuance of 362,565 common shares 0 0 0
Premium on common stock 0 0 0
Dividends declared on common stock:
$47,000.00 per share 0 0 (4,700)
Allocation of benefits-ESOP 0 0 0
Unearned stock compensation 0 0 0
Capital stock expenses, net 0 0 0
-------------- -------------- --------------
Balance at end of period $ 9 $ 155 $ 90,194
============== ============== ==============
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
Retained Earnings (a)
Year Ended December 31, 1999
(Thousands of Dollars)
<TABLE>
<CAPTION>
NU
Enterprises,
Inc.
(consolidated)
(b) Eliminations Consolidated
-------------- ------------ ------------
<S> <C> <C> <C>
Balance at beginning of period $ (20,510) $ 460,970 $ 560,769
Transfer of ownership of Select Energy,
Inc., Mode 1 Communications, Inc. and
HEC Inc. Consolidated from Northeast
Utilities to NU Enterprises, Inc. 20,510 20,510 0
Additions:
Net income/(loss) (46,929) 56,678 56,971
-------------- ------------ ------------
(46,929) 538,158 617,740
-------------- ------------ ------------
Deductions:
Dividends declared:
Preferred stock (at required annual rates):
The Connecticut Light and Power Company 0 0 12,832
Western Massachusetts Electric Company 0 0 3,298
Public Service Company of New Hampshire 0 0 6,625
Common shares:
$.10 per share 0 0 13,168
$1,333.33 per share 0 2,000 0
$8.33 per share 0 4,000 0
$60,000.00 per share 0 60,000 0
Allocation of benefits-ESOP 294 48,866 0
-------------- ------------ ------------
294 114,866 35,923
-------------- ------------ ------------
Balance at end of period $ (47,223) $ 423,292 $ 581,817
============== ============ ============
</TABLE>
NORTHEAST UTILITIES AND SUBSIDIARIES
Consolidating Statement of
Capital Surplus, Paid In (a)
Year Ended December 31, 1999
(Thousands of Dollars)
<TABLE>
<CAPTION>
NU
Enterprises,
Inc.
(consolidated)
(b) Eliminations Consolidated
-------------- ------------ ------------
<S> <C> <C> <C>
Balance at beginning of period $ 41,208 $ 1,556,302 $ 940,661
Transfer of ownership of Select Energy,
Inc., Mode 1 Communications, Inc. and
HEC Inc. Consolidated from Northeast
Utilities to NU Enterprises, Inc. (41,208) (41,208) 0
Capital contributions from Northeast Utilities:
Cash capital contribution from
Northeast Utilities 100,947 123,097 0
Transfer of equity to NU Enterprises, Inc. 20,698 20,698 0
Issuance of 362,565 common shares 0 0 3,505
Premium on common stock 100 100 0
Dividends declared on common stock:
$47,000.00 per share 0 (4,700) 0
Allocation of benefits-ESOP 0 0 (3,053)
Unearned stock compensation 0 0 (1,194)
Capital stock expenses, net 0 2,106 807
-------------- ------------ ------------
Balance at end of period $ 121,745 $ 1,656,395 $ 940,726
============== ============ ============
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>
<TABLE>
NORTHEAST UTILITIES AND SUBSIDIARIES
Consolidating Statement of Cash Flows (a)
Year Ended December 31, 1999
(Thousands of Dollars) The
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:
Income/(loss) after interest charges $ 34,216 $ (13,568) $ 84,209
Adjustments to reconcile to net cash
provided by operating activities:
Depreciation 0 193,776 47,695
Deferred income taxes and investment tax credits, net 74 (140,459) (5,304)
Amortization of regulatory assets, net 0 447,776 34,915
Amortization of demand-side-management costs, net 0 10,014 0
Amortization of recoverable energy costs 0 12,702 27,065
Nuclear unrecoverable costs 0 53,031 0
Allocation of ESOP benefits 0 (30,454) (10,558)
Equity in earnings of subsidiary companies (56,812) 0 0
Cash dividends received from subsidiary companies 66,000 0 0
Gain on sale of utility plant 0 (286,477) 0
Net other sources/(uses) of cash 16,655 (113,174) 49,159
Changes in working capital:
Receivables and accrued utility revenues, net (7,220) 837 5,987
Fuel, materials and supplies 0 34,379 (1,434)
Accounts payable 5,863 (49,477) 22,307
Accrued taxes (15) 149,818 (49,385)
Investments in securitizable assets 0 52,633 0
Other working capital (excludes cash) 12,206 (21,930) (5,496)
------------ -------------- --------------
Net cash flows provided by/(used for) operating activities 70,967 299,427 199,160
------------ -------------- --------------
Financing Activities:
Issuance of common shares 5,318 0 0
Issuance of long-term debt 0 0 0
Net increase/(decrease) in short-term debt 65,000 91,700 0
Reacquisitions and retirements of long-term debt (19,000) (620,010) 0
Reacquisitions and retirements of preferred stock 0 (19,750) (25,000)
Cash dividends on preferred stock 0 (12,832) (6,625)
Cash dividends on common shares (13,168) 0 0
------------ -------------- --------------
Net cash flows provided by/(used in) financing activities 38,150 (560,892) (31,625)
------------ -------------- --------------
Investing Activities:
Investment in plant:
Electric and other utility plant 0 (180,982) (46,096)
Nuclear fuel 0 (26,198) (1,168)
------------ -------------- --------------
Net cash flows used for investments in plant 0 (207,180) (47,264)
Investment in NU system Money Pool (10,900) 6,600 0
Investment in subsidiaries (99,462) 0 0
Investment in nuclear decommissioning trusts 0 (54,582) (678)
Investment in nonregulated assets 0 0 0
Net proceeds from the sale of utility plant 0 516,912 0
Other investment activities, net 1,245 (355) 2,214
Capital contributions from Northeast Utilities 0 0 0
------------ -------------- --------------
Net cash flows (used in)/provided by investing activities (109,117) 261,395 (45,728)
------------ -------------- --------------
Net (decrease)/increase in cash for the period 0 (70) 121,807
Cash and cash equivalents - beginning of period 0 434 61,716
------------ -------------- --------------
Cash and cash equivalents - end of period $ 0 $ 364 $ 183,523
============ ============== ==============
Supplemental Cash Flow Information:
Cash paid/(refunded) during the year for:
Interest, net of amounts capitalized $ 15,724 $ 142,398 $ 39,895
Income taxes $ 28,982 $ 19,754 $ 38,942
Increase in obligations:
Niantic Bay Fuel Trust and other capital leases $ - $ 4,752 $ -
Seabrook Power Contracts $ - $ - $ 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) See supporting statements.
</TABLE>
NORTHEAST UTILITIES AND SUBSIDIARIES
Consolidating Statement of Cash Flows (a)
Year Ended December 31, 1999
(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:
Income/(loss) after interest charges $ 2,887 $ 29,556 $ 5,569
Adjustments to reconcile to net cash
provided by operating activities:
Depreciation 27,771 27,576 1,649
Deferred income taxes and investment tax credits, net (6,544) 452 (1,725)
Amortization of regulatory assets, net 26,488 85,488 1,770
Amortization of demand-side-management costs, net 0 0 0
Amortization of recoverable energy costs 0 0 0
Nuclear unrecoverable costs 18,035 0 0
Allocation of ESOP benefits (6,880) 0 (680)
Equity in earnings of subsidiary companies 0 0 0
Cash dividends received from subsidiary companies 0 0 0
Gain on sale of utility plant (22,437) 0 0
Net other sources/(uses) of cash (13,517) 25,500 3,605
Changes in working capital:
Receivables and accrued utility revenues, net (44,045) 964 (2,785)
Fuel, materials and supplies 1,956 (276) 1,340
Accounts payable (14,636) 5,709 849
Accrued taxes (675) (710) (2,496)
Investments in securitizable assets 21,865 0 0
Other working capital (excludes cash) 11,789 7,133 (500)
-------------- ------------ --------------
Net cash flows provided by/(used for) operating activities 2,057 181,392 6,596
-------------- ------------ --------------
Financing Activities:
Issuance of common shares 0 0 0
Issuance of long-term debt 0 0 0
Net increase/(decrease) in short-term debt 81,500 0 0
Reacquisitions and retirements of long-term debt (100,850) (70,000) 0
Reacquisitions and retirements of preferred stock (1,500) 0 0
Cash dividends on preferred stock (3,298) 0 0
Cash dividends on common shares 0 (60,000) (4,000)
-------------- ------------ --------------
Net cash flows provided by/(used in) financing activities (24,148) (130,000) (4,000)
-------------- ------------ --------------
Investing Activities:
Investment in plant:
Electric and other utility plant (30,192) (7,895) (722)
Nuclear fuel (5,817) (9,934) 0
-------------- ------------ --------------
Net cash flows used for investments in plant (36,009) (17,829) (722)
Investment in NU system Money Pool 0 (26,050) (5,400)
Investment in subsidiaries 0 0 0
Investment in nuclear decommissioning trusts (11,387) (7,584) 0
Investment in nonregulated assets 0 0 0
Net proceeds from the sale of utility plant 48,524 0 0
Other investment activities, net 1,807 0 0
Capital contributions from Northeast Utilities 20,000 0 0
-------------- ------------ --------------
Net cash flows (used in)/provided by investing activities 22,935 (51,463) (6,122)
-------------- ------------ --------------
Net (decrease)/increase in cash for the period 844 (71) (3,526)
Cash and cash equivalents - beginning of period 106 71 3,655
-------------- ------------ --------------
Cash and cash equivalents - end of period $ 950 $ 0 $ 129
============== ============ ==============
Supplemental Cash Flow Information:
Cash paid/(refunded) during the year for:
Interest, net of amounts capitalized $ 30,958 $ 38,042 $ 2,238
Income taxes $ (6,296) $ 3,000 $ 332
Increase in obligations:
Niantic Bay Fuel Trust and other capital leases $ 1,112 $ - $ -
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, 1999
(Thousands of Dollars)
<TABLE> North
<CAPTION> Northeast Northeast Atlantic
Utilities Nuclear Energy
Service Energy Service
Company Company Corporation
------------ ------------- ------------
<S> <C> <C> <C>
Operating Activities:
Income/(loss) after interest charges $ 0 $ 1,752 $ 0
Adjustments to reconcile to net cash
provided by operating activities:
Depreciation 10,390 1,791 0
Deferred income taxes and investment tax credits, net 5,617 (13,681) (42)
Amortization of regulatory assets, net 0 0 0
Amortization of demand-side-management costs, net 0 0 0
Amortization of recoverable energy costs 0 0 0
Nuclear unrecoverable costs 0 0 0
Allocation of ESOP benefits 0 0 0
Equity in earnings of subsidiary companies 0 0 0
Cash dividends received from subsidiary companies 0 0 0
Gain on sale of utility plant 0 0 0
Net other sources/(uses) of cash 6,362 1,110 (5,736)
Changes in working capital:
Receivables and accrued utility revenues, net (7,117) (29,674) (2,450)
Fuel, materials and supplies 481 (5,018) (74)
Accounts payable 21,058 13,761 (1,339)
Accrued taxes (3,814) (1,092) (228)
Investments in securitizable assets 0 0 0
Other working capital (excludes cash) (14,707) 5,903 9,314
------------ ------------- ------------
Net cash flows provided by/(used for) operating activities 18,270 (25,148) (555)
------------ ------------- ------------
Financing Activities:
Issuance of common shares 0 0 0
Issuance of long-term debt 0 0 0
Net increase/(decrease) in short-term debt 1,850 5,500 0
Reacquisitions and retirements of long-term debt 0 (6,011) 0
Reacquisitions and retirements of preferred stock 0 0 0
Cash dividends on preferred stock 0 0 0
Cash dividends on common shares 0 (2,000) 0
------------ ------------- ------------
Net cash flows provided by/(used in) financing activities 1,850 (2,511) 0
------------ ------------- ------------
Investing Activities:
Investment in plant:
Electric and other utility plant (12,705) 335 0
Nuclear fuel 0 646 0
------------ ------------- ------------
Net cash flows used for investments in plant (12,705) 981 0
Investment in NU system Money Pool (4,350) 25,900 0
Investment in subsidiaries 0 0 0
Investment in nuclear decommissioning trusts 0 0 0
Investment in nonregulated assets 0 0 0
Net proceeds from the sale of utility plant 0 0 0
Other investment activities, net (3,936) 0 680
Capital contributions from Northeast Utilities 0 0 0
------------ ------------- ------------
Net cash flows (used in)/provided by investing activities (20,991) 26,881 680
------------ ------------- ------------
Net (decrease)/increase in cash for the period (871) (778) 125
Cash and cash equivalents - beginning of period 64,333 778 1,815
------------ ------------- ------------
Cash and cash equivalents - end of period $ 63,462 $ 0 $ 1,940
============ ============= ============
Supplemental Cash Flow Information:
Cash paid/(refunded) during the year for:
Interest, net of amounts capitalized $ 2 $ 1,952 $ -
Income taxes $ (2,504) $ 13,643 $ 44
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, 1999
(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:
Income/(loss) after interest charges $ (154) $ 0 $ 16,111
Adjustments to reconcile to net cash
provided by operating activities:
Depreciation 59 2,391 0
Deferred income taxes and investment tax credits, net 5 (40) (14,743)
Amortization of regulatory assets, net 0 0 0
Amortization of demand-side-management costs, net 0 0 0
Amortization of recoverable energy costs 0 0 0
Nuclear unrecoverable costs 0 0 0
Allocation of ESOP benefits 0 0 0
Equity in earnings of subsidiary companies 0 0 0
Cash dividends received from subsidiary companies 0 0 0
Gain on sale of utility plant 0 0 0
Net other sources/(uses) of cash 390 (1,126) 999
Changes in working capital:
Receivables and accrued utility revenues, net 0 (5,577) 208
Fuel, materials and supplies 0 0 0
Accounts payable (19) 48 (135)
Accrued taxes 206 (6) 0
Investments in securitizable assets 0 0 0
Other working capital (excludes cash) (81) (261) 33
----------- ------------ --------------
Net cash flows provided by/(used for) operating activities 406 (4,571) 2,473
----------- ------------ --------------
Financing Activities:
Issuance of common shares 0 0 0
Issuance of long-term debt 0 0 0
Net increase/(decrease) in short-term debt (2,300) 7,550 0
Reacquisitions and retirements of long-term debt 0 (1,888) 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 (4,700)
----------- ------------ --------------
Net cash flows provided by/(used in) financing activities (2,300) 5,662 (4,700)
----------- ------------ --------------
Investing Activities:
Investment in plant:
Electric and other utility plant 0 (1,088) 7
Nuclear fuel 0 0 0
----------- ------------ --------------
Net cash flows used for investments in plant 0 (1,088) 7
Investment in NU system Money Pool 0 0 0
Investment in subsidiaries 0 0 0
Investment in nuclear decommissioning trusts 0 0 0
Investment in nonregulated assets 0 0 0
Net proceeds from the sale of utility plant 0 0 0
Other investment activities, net 1,836 (2) (257)
Capital contributions from Northeast Utilities 0 0 2,150
----------- ------------ --------------
Net cash flows (used in)/provided by investing activities 1,836 (1,090) 1,900
----------- ------------ --------------
Net (decrease)/increase in cash for the period (58) 1 (327)
Cash and cash equivalents - beginning of period 78 71 755
----------- ------------ --------------
Cash and cash equivalents - end of period $ 20 $ 72 $ 428
=========== ============ ==============
Supplemental Cash Flow Information:
Cash paid/(refunded) during the year for:
Interest, net of amounts capitalized $ 236 $ 2,196 $ -
Income taxes $ (256) $ 84 $ (2,129)
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, 1999
(Thousands of Dollars)
NU
Enterprises
Inc.
(consolidated
(b)
------------
Operating Activities:
Income/(loss) after interest charges $ (46,929)
Adjustments to reconcile to net cash
provided by operating activities:
Depreciation 1,949
Deferred income taxes and investment tax credits, net (7,008)
Amortization of regulatory assets, net 0
Amortization of demand-side-management costs, net 0
Amortization of recoverable energy costs 0
Nuclear unrecoverable costs 0
Allocation of ESOP benefits (294)
Equity in earnings of subsidiary companies 0
Cash dividends received from subsidiary companies 0
Gain on sale of utility plant 0
Net other sources/(uses) of cash (22,678)
Changes in working capital:
Receivables and accrued utility revenues, net (81,284)
Fuel, materials and supplies (1,666)
Accounts payable 70,306
Accrued taxes 1,313
Investments in securitizable assets 0
Other working capital (excludes cash) (24,263)
------------
Net cash flows provided by/(used for) operating activities (110,554)
------------
Financing Activities:
Issuance of common shares 0
Issuance of long-term debt 29,000
Net increase/(decrease) in short-term debt 33,400
Reacquisitions and retirements of long-term debt 0
Reacquisitions and retirements of preferred stock 0
Cash dividends on preferred stock 0
Cash dividends on common shares 0
------------
Net cash flows provided by/(used in) financing activities 62,400
------------
Investing Activities:
Investment in plant:
Electric and other utility plant (5,812)
Nuclear fuel 0
------------
Net cash flows used for investments in plant (5,812)
Investment in NU system Money Pool (22,000)
Investment in subsidiaries 0
Investment in nuclear decommissioning trusts 0
Investment in nonregulated assets (23,542)
Net proceeds from the sale of utility plant 0
Other investment activities, net 485
Capital contributions from Northeast Utilities 100,947
------------
Net cash flows (used in)/provided by investing activities 50,078
------------
Net (decrease)/increase in cash for the period 1,924
Cash and cash equivalents - beginning of period 2,343
------------
Cash and cash equivalents - end of period $ 4,267
============
Supplemental Cash Flow Information:
Cash paid/(refunded) during the year for:
Interest, net of amounts capitalized $ (1,761)
Income taxes $ (7,413)
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.
NORTHEAST UTILITIES AND SUBSIDIARIES
Consolidating Statement of Cash Flows (a)
Year Ended December 31, 1999
(Thousands of Dollars)
<TABLE>
<CAPTION>
Eliminations Consolidated
------------- -------------
<S> <C> <C>
Operating Activities:
Income/(loss) after interest charges $ 56,678 $ 56,971
Adjustments to reconcile to net cash
provided by operating activities:
Depreciation 12,742 302,305
Deferred income taxes and investment tax credits, net (42) (183,356)
Amortization of regulatory assets, net 0 596,437
Amortization of demand-side-management costs, net 0 10,014
Amortization of recoverable energy costs (4,759) 44,526
Nuclear unrecoverable costs 0 71,066
Allocation of ESOP benefits (48,866) 0
Equity in earnings of subsidiary companies (56,812) 0
Cash dividends received from subsidiary companies 66,000 0
Gain on sale of utility plant 0 (308,914)
Net other sources/(uses) of cash 3,092 (55,543)
Changes in working capital:
Receivables and accrued utility revenues, net (65,590) (106,566)
Fuel, materials and supplies 0 29,688
Accounts payable 65,586 8,709
Accrued taxes (15,013) 107,929
Investments in securitizable assets 0 74,498
Other working capital (excludes cash) 12,686 (33,546)
------------- -------------
Net cash flows provided by/(used for) operating activities 25,702 614,218
------------- -------------
Financing Activities:
Issuance of common shares 0 5,318
Issuance of long-term debt 28,800 200
Net increase/(decrease) in short-term debt 36,200 248,000
Reacquisitions and retirements of long-term debt 0 (817,759)
Reacquisitions and retirements of preferred stock 0 (46,250)
Cash dividends on preferred stock 0 (22,755)
Cash dividends on common shares (70,700) (13,168)
------------- -------------
Net cash flows provided by/(used in) financing activities (5,700) (646,414)
------------- -------------
Investing Activities:
Investment in plant:
Electric and other utility plant 1,931 (287,081)
Nuclear fuel 0 (42,471)
------------- -------------
Net cash flows used for investments in plant 1,931 (329,552)
Investment in NU system Money Pool (36,200) 0
Investment in subsidiaries (99,461) 0
Investment in nuclear decommissioning trusts 0 (74,231)
Investment in nonregulated assets 0 (23,542)
Net proceeds from the sale of utility plant 0 565,436
Other investment activities, net (9,367) 13,084
Capital contributions from Northeast Utilities 123,097 0
------------- -------------
Net cash flows (used in)/provided by investing activities (20,000) 151,195
------------- -------------
Net (decrease)/increase in cash for the period 0 118,999
Cash and cash equivalents - beginning of period 0 136,155
------------- -------------
Cash and cash equivalents - end of period $ 0 $ 255,154
============= =============
Supplemental Cash Flow Information:
Cash paid/(refunded) during the year for:
Interest, net of amounts capitalized $ 5,057 $ 266,823
Income taxes $ 0 $ 86,183
Increase in obligations:
Niantic Bay Fuel Trust and other capital leases $ 0 $ 5,865
Seabrook Power Contracts $ 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) See supporting statements.
</TABLE>
THE CONNECTICUT LIGHT AND POWER COMPANY
AND SUBSIDIARIES (a)
Consolidating Balance Sheet (b)
Assets
December 31, 1999
(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 $ 5,811,124 $ 0 $ 0
Less: Accumulated provision for
depreciation 4,234,771 0 0
------------- ----------- ------------
1,576,353 0 0
Construction work in progress 115,529 0 0
Nuclear fuel, net 80,766 0 0
------------- ----------- ------------
Total net utility plant 1,772,648 0 0
------------- ----------- ------------
Other Property and Investments:
Nuclear decommissioning trusts, at market 516,796 0 0
Investments in regional nuclear
generating companies, at equity 54,472 0 0
Investments in subsidiary companies,
at equity 24,323 0 0
Other, at cost 36,689 0 0
------------- ----------- ------------
632,280 0 0
------------- ----------- ------------
Long-term Loan Receivable 0 0 103,100
------------- ----------- ------------
Current Assets:
Cash and special deposits 19 0 288
Investments in securitizable assets 54,148 277,620 0
Notes receivable form affiliated companies 0 0 0
Receivables, net 19,680 0 0
Receivables from affiliated companies 27,683 9,118 0
Fuel, materials, and supplies, at
average cost 37,603 0 0
Prepayments and other 148,628 0 0
------------- ----------- ------------
287,761 286,738 288
------------- ----------- ------------
Deferred Charges:
Regulatory assets 2,564,095 0 0
Unamortized debt expense 16,323 0 0
Other 19,967 0 0
------------- ----------- ------------
2,600,385 0 0
------------- ----------- ------------
Total Assets $ 5,293,074 $ 286,738 $ 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>
THE CONNECTICUT LIGHT AND POWER COMPANY
AND SUBSIDIARIES (a)
Consolidating Balance Sheet (b)
Assets
December 31, 1999
(Thousands of Dollars)
<TABLE>
<CAPTION> The City and
Electric Suburban Research
Power, Electric and Park,
Incorporated Gas Company Incorporated
(inactive) (inactive) (inactive)
------------ ------------ ------------
<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 and special deposits 0 1 56
Investments in securitizable assets 0 0 0
Notes receivable form affiliated companies 0 0 0
Receivables, net 0 0 0
Receivables from affiliated companies 0 0 0
Fuel, materials, and supplies, at
average cost 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>
THE CONNECTICUT LIGHT AND POWER COMPANY
AND SUBSIDIARIES (a)
Consolidating Balance Sheet (b)
Assets
December 31, 1999
(Thousands of Dollars)
<TABLE>
<CAPTION>
Eliminations Consolidated
------------ ------------
<S> <C> <C>
Utility Plant, at original cost:
Electric $ 0 $ 5,811,126
Less: Accumulated provision for
depreciation 0 4,234,771
------------ ------------
0 1,576,355
Construction work in progress 0 115,529
Nuclear fuel, net 0 80,766
------------ ------------
Total net utility plant 0 1,772,650
------------ ------------
Other Property and Investments:
Nuclear decommissioning trusts, at market 0 516,796
Investments in regional nuclear
generating companies, at equity 0 54,472
Investments in subsidiary companies,
at equity 24,323 0
Other, at cost (7) 36,696
------------ ------------
24,316 607,964
------------ ------------
Long-term Loan Receivable 103,100 0
------------ ------------
Current Assets:
Cash and special deposits 0 364
Investments in securitizable assets 224,149 107,620
Notes receivable form affiliated companies 0 0
Receivables, net 0 19,680
Receivables from affiliated companies 33,411 3,390
Fuel, materials, and supplies, at
average cost 0 37,603
Prepayments and other 0 148,628
------------ ------------
257,560 317,285
------------ ------------
Deferred Charges:
Regulatory assets 0 2,564,095
Unamortized debt expense 0 16,323
Other 0 19,967
------------ ------------
0 2,600,385
------------ ------------
Total Assets $ 384,976 $ 5,298,284
============ ============
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>
THE CONNECTICUT LIGHT AND POWER COMPANY
AND SUBSIDIARIES (a)
Consolidating Balance Sheet (b)
Capitalization and Liabilities
December 31, 1999
(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 665,598 70,829 3,100
Retained earnings 153,254 21,098 0
Accumulated other comprehensive income 416 0 0
------------- ----------- ------------
Total common stockholder's equity 941,497 91,927 3,100
Preferred stock not subject to mandatory
redemption 116,200 0 0
Preferred stock subject to mandatory
redemption 79,789 0 0
MIPS Preferred stock 0 0 100,000
Long-term debt 1,344,151 0 0
------------- ----------- ------------
Total capitalization 2,481,637 91,927 103,100
------------- ----------- ------------
Minority Interest in Common Equity
of Subsidiary 0 0 0
------------- ----------- ------------
Obligations Under Capital Leases 50,969 0 0
------------- ----------- ------------
Current Liabilities:
Notes payable to affiliated companies 11,700 0 0
Notes payable to banks 90,000 170,000 0
Long-term debt and preferred stock-
current portion 178,755 0 0
Obligations under capital leases-
current portion 93,431 0 0
Accounts payable 99,365 1,740 0
Accounts payable to affiliated companies 3,215 0 288
Accrued taxes 162,645 6,569 0
Accrued interest 18,640 16,502 0
Other 26,347 0 0
------------- ----------- ------------
684,098 194,811 288
------------- ----------- ------------
Deferred Credits:
Accumulated deferred income taxes 999,473 0 0
Accumulated deferred investment
tax credits 107,064 0 0
Decommissioning obligation-Millstone 1 580,320 0 0
Deferred contractual obligations 238,142 0 0
Other 151,371 0 0
------------- ----------- ------------
2,076,370 0 0
------------- ----------- ------------
Total Capitalization and Liabilities $ 5,293,074 $ 286,738 $ 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>
THE CONNECTICUT LIGHT AND POWER COMPANY
AND SUBSIDIARIES (a)
Consolidating Balance Sheet (b)
Capitalization and Liabilities
December 31, 1999
(Thousands of Dollars)
<TABLE>
<CAPTION> The City and
Electric Suburban Research
Power, Electric and Park,
Incorporated Gas Company Incorporated
(inactive) (inactive) (inactive)
------------ ------------ ------------
<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
Accumulated other comprehensive income 0 0 0
------------ ------------ ------------
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
Other 0 0 0
------------ ------------ ------------
1 0 0
------------ ------------ ------------
Deferred Credits:
Accumulated deferred income taxes 0 0 0
Accumulated deferred investment
tax credits 0 0 0
Decommissioning obligation-Millstone 1 0 0 0
Deferred contractual obligations 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>
THE CONNECTICUT LIGHT AND POWER COMPANY
AND SUBSIDIARIES (a)
Consolidating Balance Sheet (b)
Capitalization and Liabilities
December 31, 1999
(Thousands of Dollars)
Eliminations Consolidated
------------ ------------
Capitalization:
Common stockholder's equity:
Common stock $ 7 $ 122,229
Capital surplus, paid in 73,929 665,598
Retained earnings 21,149 153,254
Accumulated other comprehensive income 0 416
------------ ------------
Total common stockholder's equity 95,085 941,497
Preferred stock not subject to mandatory
redemption 0 116,200
Preferred stock subject to mandatory
redemption 0 79,789
MIPS Preferred stock 100,000 0
Long-term debt 103,100 1,241,051
------------ ------------
Total capitalization 298,185 2,378,537
------------ ------------
Minority Interest in Common Equity
of Subsidiary (100,000) 100,000
------------ ------------
Obligations Under Capital Leases 0 50,969
------------ ------------
Current Liabilities:
Notes payable to affiliated companies 1 11,700
Notes payable to banks 170,000 90,000
Long-term debt and preferred stock-
current portion 0 178,755
Obligations under capital leases-
current portion 0 93,431
Accounts payable 0 101,106
Accounts payable to affiliated companies 288 3,215
Accrued taxes 0 169,214
Accrued interest 16,502 18,640
Other 0 26,347
------------ ------------
186,791 692,408
------------ ------------
Deferred Credits:
Accumulated deferred income taxes 0 999,473
Accumulated deferred investment
tax credits 0 107,064
Decommissioning obligation-Millstone 1 0 580,320
Deferred contractual obligations 0 238,142
Other 0 151,371
------------ ------------
0 2,076,370
------------ ------------
Total Capitalization and Liabilities $ 384,976 $ 5,298,284
============ ============
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.
THE CONNECTICUT LIGHT AND POWER COMPANY
AND SUBSIDIARIES(a)
Consolidating Statement of Income(b)
Year Ended December 31, 1999
(Thousands of Dollars)
<TABLE>
<CAPTION>
The
Connecticut Research
Light and CL&P Park,
Power Receivables CL&P Incorporated
Company Corporation Capital,L.P. (Inactive)
----------- ----------- ------------ ------------
<S> <C> <C> <C> <C>
Operating Revenues $2,452,855 $ 0 $ 0 $ 0
----------- ----------- ------------ ------------
Operating Expenses:
Operation-
Fuel, purchased and net
interchange power 927,989 0 0 0
Other 479,619 519 0 0
Maintenance 217,961 0 0 0
Depreciation 193,776 0 0 0
Amortization of regulatory assets, net 447,776 0 0 0
Federal and state income taxes 115,490 6,569 0 0
Taxes other than income taxes 174,884 0 0 0
Gain on sale of utility plant (286,477) 0 0 0
----------- ----------- ------------ ------------
Total operating expenses 2,271,018 7,088 0 0
----------- ----------- ------------ ------------
Operating Income/(Loss) 181,837 (7,088) 0 0
----------- ----------- ------------ ------------
Other Income/(Loss):
Equity in earnings of regional nuclear
generating companies 1,506 0 0 0
Nuclear unrecoverable costs (53,031) 0 0 0
Other, net (32,761) 25,615 9,588 0
Minority interest in loss of subsidiary 0 0 0 0
Income taxes 36,921 0 0 0
----------- ----------- ------------ ------------
Other (loss)/income, net (47,365) 25,615 9,588 0
----------- ----------- ------------ ------------
Income before interest charges 134,472 18,527 9,588 0
----------- ----------- ------------ ------------
Interest Charges:
Interest on long-term debt 127,534 0 0 0
Other interest 20,506 8,886 0 0
----------- ----------- ------------ ------------
Interest charges, net 148,040 8,886 0 0
----------- ----------- ------------ ------------
Net (Loss)/Income $ (13,568) $ 9,641 $ 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>
THE CONNECTICUT LIGHT AND POWER COMPANY
AND SUBSIDIARIES(a)
Consolidating Statement of Income(b)
Year Ended December 31, 1999
(Thousands of Dollars)
Eliminations Consolidated
------------ ------------
Operating Revenues $ 0 $ 2,452,855
------------ ------------
Operating Expenses:
Operation-
Fuel, purchased and net
interchange power 0 927,989
Other 0 480,138
Maintenance 0 217,961
Depreciation 0 193,776
Amortization of regulatory assets, net 0 447,776
Federal and state income taxes 0 122,059
Taxes other than income taxes 0 174,884
Gain on sale of utility plant 0 (286,477)
------------ ------------
Total operating expenses 0 2,278,106
------------ ------------
Operating Income/(Loss) 0 174,749
------------ ------------
Other Income/(Loss):
Equity in earnings of regional nuclear
generating companies 0 1,506
Nuclear unrecoverable costs 0 (53,031)
Other, net 28,404 (25,962)
Minority interest in loss of subsidiary 9,300 (9,300)
Income taxes 0 36,921
------------ ------------
Other (loss)/income, net 37,704 (49,866)
------------ ------------
Income before interest charges 37,704 124,883
------------ ------------
Interest Charges:
Interest on long-term debt 0 127,533
Other interest 18,475 10,918
------------ ------------
Interest charges, net 18,475 138,451
------------ ------------
Net (Loss)/Income $ 19,229 $ (13,568)
============ ============
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.
THE CONNECTICUT LIGHT AND POWER COMPANY
AND SUBSIDIARIES (a)
Consolidating Statement of Retained Earnings (b)
Year Ended December 31, 1999
(Thousands of Dollars)
<TABLE>
<CAPTION>
The
Connecticut Research
Light and CL&P Park,
Power Receivables CL&P Incorporated
Company Corporation Capital,L.P. (Inactive)
------------ ----------- ------------ ------------
<S> <C> <C> <C> <C>
Balance at beginning of period $ 210,108 $ 11,457 $ 0 $ 51
Addition: Net income (loss) (13,568) 9,641 9,588 0
------------ ----------- ------------ ------------
196,540 21,098 9,588 51
Deductions: ------------ ----------- ------------ ------------
Dividends declared:
Preferred stock (at required
annual rates) 12,832 0 0 0
MIPS Partnership distribution 0 0 9,300 0
Cash distribution to The Connecticut Light
and Power Company 0 0 288 0
Allocation of benefits-ESOP 30,454 0 0 0
------------ ----------- ------------ ------------
Total deductions 43,286 0 9,588 0
------------ ----------- ------------ ------------
Balance at end of period $ 153,254 $ 21,098 $ 0 $ 51
============ =========== ============ ============
</TABLE>
THE CONNECTICUT LIGHT AND POWER COMPANY
AND SUBSIDIARIES (a)
Consolidating Statement of
Capital Surplus, Paid In (b)
Year Ended December 31, 1999
(Thousands of Dollars)
<TABLE>
<CAPTION>
The
Connecticut Research
Light and CL&P Park,
Power Receivables CL&P Incorporated
Company Corporation Capital,L.P. (Inactive)
------------ ----------- ------------ ------------
<S> <C> <C> <C> <C>
Balance at beginning of period $ 664,156 $ 135,829 $ 3,100 $ 0
Reduction of investment in securities 0 (65,000) 0 0
1,442 0 0 0
Capital stock expenses, net ------------ ----------- ------------ ------------
$ 665,598 $ 70,829 $ 3,100 $ 0
Balance at end of period ============ =========== ============ ============
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 (a)
Consolidating Statement of Retained Earnings (b)
Year Ended December 31, 1999
(Thousands of Dollars)
Eliminations Consolidated
------------ ------------
Balance at beginning of period $ 11,508 $ 210,108
Addition: Net income (loss) 19,229 (13,568)
------------ ------------
30,737 196,540
Deductions: ------------ ------------
Dividends declared:
Preferred stock (at required
annual rates) 0 12,832
MIPS Partnership distribution 9,300 0
Cash distribution to The Connecticut Light
and Power Company 288 0
Allocation of benefits-ESOP 0 30,454
------------ ------------
Total deductions 9,588 43,286
------------ ------------
Balance at end of period $ 21,149 $ 153,254
============ ============
THE CONNECTICUT LIGHT AND POWER COMPANY
AND SUBSIDIARIES (a)
Consolidating Statement of
Capital Surplus, Paid In (b)
Year Ended December 31, 1999
(Thousands of Dollars)
Eliminations Consolidated
------------ ------------
Balance at beginning of period $ 138,929 $ 664,156
Reduction of investment in securities (65,000) 0
0 1,442
Capital stock expenses, net ------------ ------------
$ 73,929 $ 665,598
Balance at end of period ============ ============
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.
THE CONNECTICUT LIGHT AND POWER COMPANY AND SUBSIDIARIES
Consolidating Statement of Cash Flows (a)(b)
Year Ended December 31, 1999
(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:
(Loss)/income after interest charges $ (13,568) $ 9,641 $ 9,588
Adjustments to reconcile to net cash
provided by operating activities:
Depreciation 193,776 0 0
Deferred income taxes and investment tax credits, net (140,459) 0 0
Amortization of regulatory assets, net 447,776 0 0
Amortization of demand-side-management costs, net 10,014 0 0
Amortization of recoverable energy costs 12,702 0 0
Nuclear unrecoverable costs 53,031 0 0
Allocation of ESOP benefits (30,454) 0 0
Gain on sale of utility plant (286,477) 0 0
Net other uses of cash (113,174) (65,000) 0
Changes in working capital:
Receivables (14,943) 5,150 0
Fuel, materials, and supplies 34,379 0 0
Accounts payable (51,218) (9,764) 0
Accrued taxes 151,417 (1,599) 0
Investment in securitizable assets 78,249 (12,367) 0
Other working capital (excludes cash) (21,931) 8,886 0
-------------- ----------- -------------
Net cash flows provided by/(used for) operating activities 309,120 (65,053) 9,588
-------------- ----------- -------------
Financing Activities:
Net increase in short-term debt 91,700 65,000 0
Reacquisitions and retirements of long-term debt (620,010) 0 0
Reacquisitions and retirements of preferred stock (19,750) 0 0
MIPS partnership distribution 0 0 (9,300)
Cash distribution to CL&P 0 0 (288)
Cash dividends on preferred stock (12,832) 0 0
-------------- ----------- -------------
Net cash flows (used in)/provided by financing activities (560,892) 65,000 (9,588)
-------------- ----------- -------------
Investing Activities:
Investment in plant:
Electric utility plant (180,982) 0 0
Nuclear fuel (26,198) 0 0
-------------- ----------- -------------
Net cash flows used for investments in plant (207,180) 0 0
Investment in NU system Money Pool 6,600 0 0
Investment in nuclear decommissioning trusts (54,582) 0 0
Other investment activities, net (9,995) 0 0
Net proceeds from the sale of utility plant 516,912
-------------- ----------- -------------
Net cash flows provided by/(used in) investing activities 251,755 0 0
-------------- ----------- -------------
Net (decrease) in cash for the period (17) (53) 0
Cash - beginning of period 36 53 288
-------------- ----------- -------------
Cash - end of period $ 19 $ 0 $ 288
============== =========== =============
Supplemental Cash Flow Information
Cash paid during the year for:
Interest, net of amounts capitalized $ 151,986 $ 0 $ 0
============== =========== =============
Income taxes $ 18,044 $ 1,710 $ 0
============== =========== =============
Increase in obligations:
Niantic Bay Fuel Trust and other capital leases $ 4,752 $ 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, 1999
(Thousands of Dollars)
<TABLE>
<CAPTION>
Research
Park,
Incorporated Eliminations Consolidated
------------- ------------- --------------
<S> <C> <C> <C>
Operating Activities:
(Loss)/income after interest charges $ 0 $ 19,229 $ (13,568)
Adjustments to reconcile to net cash
provided by operating activities:
Depreciation 0 0 193,776
Deferred income taxes and investment tax credits, net 0 0 (140,459)
Amortization of regulatory assets, net 0 0 447,776
Amortization of demand-side-management costs, net 0 0 10,014
Amortization of recoverable energy costs 0 0 12,702
Nuclear unrecoverable costs 0 0 53,031
Allocation of ESOP benefits 0 0 (30,454)
Gain on sale of utility plant 0 0 (286,477)
Net other uses of cash 0 (65,000) (113,174)
Changes in working capital:
Receivables 0 (10,630) 837
Fuel, materials, and supplies 0 0 34,379
Accounts payable 0 (11,504) (49,477)
Accrued taxes 0 0 149,818
Investment in securitizable assets 0 13,248 52,633
Other working capital (excludes cash) 0 8,886 (21,930)
------------- ------------- --------------
Net cash flows provided by/(used for) operating activities 0 (45,771) 299,427
------------- ------------- --------------
Financing Activities:
Net increase in short-term debt 0 65,000 91,700
Reacquisitions and retirements of long-term debt 0 0 (620,010)
Reacquisitions and retirements of preferred stock 0 0 (19,750)
MIPS partnership distribution 0 (9,300) 0
Cash distribution to CL&P 0 (288) 0
Cash dividends on preferred stock 0 0 (12,832)
------------- ------------- --------------
Net cash flows (used in)/provided by financing activities 0 55,412 (560,892)
------------- ------------- --------------
Investing Activities:
Investment in plant:
Electric utility plant 0 0 (180,982)
Nuclear fuel 0 0 (26,198)
------------- ------------- --------------
Net cash flows used for investments in plant 0 0 (207,180)
Investment in NU system Money Pool 0 0 6,600
Investment in nuclear decommissioning trusts 0 0 (54,582)
Other investment activities, net 0 (9,641) (355)
Net proceeds from the sale of utility plant 516,912
------------- ------------- --------------
Net cash flows provided by/(used in) investing activities 0 (9,641) 261,395
------------- ------------- --------------
Net (decrease) in cash for the period 0 0 (70)
Cash - beginning of period 56 0 434
------------- ------------- --------------
Cash - end of period $ 56 $ 0 $ 364
============= ============= ==============
Supplemental Cash Flow Information
Cash paid during the year for:
Interest, net of amounts capitalized $ 0 $ 9,588 $ 142,398
============= ============= ==============
Income taxes $ 0 $ 0 $ 19,754
============= ============= ==============
Increase in obligations:
Niantic Bay Fuel Trust and other capital leases $ 0 $ 0 $ 4,752
============= ============= ==============
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, 1999
(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 $ 1,939,856 $ 201 $ 0 $ 1,940,056
Other 0 8,588 0 8,588
-------------- ----------- ------------ ------------
1,939,856 8,789 0 1,948,644
Less: Accumulated provision for
depreciation 674,155 2,600 0 676,754
-------------- ----------- ------------ ------------
1,265,701 6,189 0 1,271,890
Unamortized acquisition costs 324,437 0 0 324,437
Construction work in progress 17,160 0 0 17,160
Nuclear fuel, net 1,734 0 0 1,734
-------------- ----------- ------------ ------------
Total net utility plant 1,609,032 6,189 0 1,615,221
-------------- ----------- ------------ ------------
Other Property and Investments:
Nuclear decommissioning trusts,
at market 6,880 0 0 6,880
Investments in regional nuclear
generating companies, at equity 12,308 0 0 12,308
Investments in subsidiary companies,
at equity 6,547 0 6,547 0
Other, at cost 3,149 250 0 3,400
-------------- ----------- ------------ ------------
28,884 250 6,547 22,588
-------------- ----------- ------------ ------------
Current Assets:
Cash and cash equivalents 182,588 935 0 183,523
Receivables, net 79,290 0 0 79,290
Accounts receivable from affiliated
companies 9,091 124 655 8,560
Taxes receivable from affiliated
companies 11,661 0 0 11,661
Accrued utility revenues 48,822 0 0 48,822
Fuel, materials, and supplies,
at average cost 38,076 0 0 38,076
Recoverable energy costs-current
portion 73,721 0 0 73,721
Prepayments and other 18,121 34 0 18,155
-------------- ----------- ------------ ------------
461,370 1,093 655 461,808
-------------- ----------- ------------ ------------
Deferred Charges:
Regulatory assets 490,921 0 0 490,921
Unamortized debt expense 11,896 0 0 11,896
Deferred receivable from affiliated
company 12,984 0 0 12,984
Other 7,346 0 0 7,346
-------------- ----------- ------------ ------------
523,147 0 0 523,147
-------------- ----------- ------------ ------------
Total Assets $ 2,622,433 $ 7,532 $ 7,202 $ 2,622,764
============== =========== ============ ============
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 (a)
Consolidating Balance Sheet (b)
Capitalization and Liabilities
December 31, 1999
(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 424,654 0 0 424,654
Retained earnings 319,938 3,171 3,171 319,938
Accumulated other comprehensive
income 1,074 0 0 1,074
-------------- ----------- ------------ ------------
Total common stockholder's equity 745,667 3,172 3,172 745,667
Preferred stock subject to mandatory
redemption 25,000 0 0 25,000
Long-term debt 516,485 3,375 3,375 516,485
-------------- ----------- ------------ ------------
Total capitalization 1,287,152 6,547 6,547 1,287,152
-------------- ----------- ------------ ------------
Obligations Under Seabrook Power
Contracts and Other Capital Leases 624,477 0 0 624,477
-------------- ----------- ------------ ------------
Current Liabilities:
Long-term debt and preferred stock-
current portion 25,000 0 0 25,000
Obligations under Seabrook Power
Contracts and other capital
leases-current portion 101,676 0 0 101,676
Accounts payable 38,685 0 0 38,685
Accounts payable to affiliated
companies 38,229 531 655 38,105
Accrued taxes 33,443 239 0 33,683
Accrued interest 6,294 0 0 6,294
Accrued pension benefits 45,504 0 0 45,504
Other 10,184 0 0 10,184
-------------- ----------- ------------ ------------
299,015 770 655 299,131
-------------- ----------- ------------ ------------
Deferred Credits:
Accumulated deferred income taxes 266,644 215 0 266,859
Accumulated deferred investment
tax credits 12,532 0 0 12,532
Deferred contractual obligations 56,544 0 0 56,544
Deferred revenue from affiliated
company 12,984 0 0 12,984
Other 63,085 0 0 63,085
-------------- ----------- ------------ ------------
411,789 215 0 412,004
-------------- ----------- ------------ ------------
Total Capitalization and Liabilities $ 2,622,433 $ 7,532 $ 7,202 $ 2,622,764
============== =========== ============ ============
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 (a)
Consolidating Statement of Income (b)
Year Ended December 31, 1999
(Thousands of Dollars)
<TABLE>
<CAPTION>
Public Service
Company of Properties,
New Hampshire Inc. Eliminations Consolidated
--------------- ----------- ------------ ------------
<S> <C> <C> <C> <C>
Operating Revenues $ 1,160,572 $ 1,426 $ 1,409 $ 1,160,589
--------------- ----------- ------------ ------------
Operating Expenses:
Operation-
Fuel, purchased and net
interchange power 691,743 0 0 691,743
Other 129,041 3 1,409 127,635
Maintenance 52,481 0 0 52,481
Depreciation 47,695 0 0 47,695
Amortization of regulatory
assets, net 34,915 0 0 34,915
Federal and state income taxes 36,810 339 0 37,150
Taxes other than income taxes 43,282 127 0 43,409
--------------- ----------- ------------ ------------
Total operating expenses 1,035,967 469 1,409 1,035,028
--------------- ----------- ------------ ------------
Operating Income 124,605 957 0 125,561
--------------- ----------- ------------ ------------
Other Income/(Loss):
Equity in earnings of regional nuclear
generating companies and subsidiar 1,112 0 600 512
Other, net 5,681 (115) 242 5,325
Income taxes (3,914) 0 0 (3,914)
--------------- ----------- ------------ ------------
Other income/(loss), net 2,879 (115) 842 1,923
--------------- ----------- ------------ ------------
Income before interest charges 127,484 842 842 127,484
--------------- ----------- ------------ ------------
Interest Charges:
Interest on long-term debt 42,728 0 0 42,728
Other interest 547 242 242 547
--------------- ----------- ------------ ------------
Interest charges, net 43,275 242 242 43,275
--------------- ----------- ------------ ------------
Net Income $ 84,209 $ 600 $ 600 $ 84,209
=============== =========== ============ ============
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 (a)
Consolidating Statement of Retained Earnings (b)
Year Ended December 31, 1999
(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 $ 252,912 $ 2,571 $ 2,571 $ 252,912
Addition: Net income 84,209 600 600 84,209
-------------- ----------- ------------ ------------
337,121 3,171 3,171 337,121
Deductions:
Dividends declared:
Preferred Stock 6,625 0 0 6,625
Allocation of benefits-ESOP 10,558 0 0 10,558
-------------- ----------- ------------ ------------
Total deductions 17,183 0 0 17,183
-------------- ----------- ------------ ------------
Balance at end of period $ 319,938 $ 3,171 $ 3,171 $ 319,938
============== =========== ============ ============
</TABLE>
PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE
AND SUBSIDIARIES (a)
Consolidating Statement of Capital Surplus, Paid In (b)
Year Ended December 31, 1999
(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 $ 424,250 $ 0 $ 0 $ 424,250
Capital stock expenses, net 404 0 0 404
-------------- ----------- ------------ ------------
Balance at end of period $ 424,654 $ 0 $ 0 $ 424,654
============== =========== ============ ============
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, 1999
(Thousands of Dollars)
<TABLE>
<CAPTION>
Public Service
Company of Properties,
New Hampshire Inc.
--------------- -------------
<S> <C> <C>
Operating Activities:
Income after interest charges $ 84,209 $ 600
Adjustments to reconcile to net cash
provided by operating activities:
Depreciation 47,695 0
Deferred income taxes and investment tax credits, net (5,297) (7)
Amortization of recoverable energy costs 27,065 0
Amortization of regulatory assets, net 34,915 0
Allocation of ESOP benefits (10,558) 0
Other sources of cash 49,037 123
Changes in working capital:
Receivables and accrued utility revenues 6,004 33
Fuel, materials, and supplies (1,434) 0
Accounts payable 22,277 (20)
Accrued taxes (49,300) (86)
Other working capital (excludes cash) (5,494) (2)
--------------- -------------
Net cash flows provided by operating activities 199,119 641
--------------- -------------
Financing Activities:
Reacquisitions and retirements of long-term debt 0 (537)
Reacquisitions and retirements of preferred stock (25,000) 0
Cash dividends on preferred stock (6,625) 0
--------------- -------------
Net cash flows used in financing activities (31,625) (537)
--------------- -------------
Investing Activities:
Investment in plant:
Electric utility plant (46,096) 0
Nuclear fuel (1,168) 0
--------------- -------------
Net cash flows used for investments in plant (47,264) 0
Investment in NU system money pool 0 0
Investment in nuclear decommissioning trusts (678) 0
Other investment activities, net 2,151 0
--------------- -------------
Net cash flows used in investing activities (45,791) 0
--------------- -------------
Net increase in cash for the period 121,703 104
Cash and cash equivalent - beginning of period 60,885 831
--------------- -------------
Cash and cash equivalent - end of period $ 182,588 $ 935
=============== =============
Supplemental Cash Flow Information
Cash paid during the year for:
Interest, net of amounts capitalized $ 39,895 $ 242
=============== =============
Income taxes $ 38,511 $ 431
=============== =============
Increase in obligations:
Seabrook Power Contracts and other capital leases $ (115,065) $ 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, 1999
(Thousands of Dollars)
<TABLE>
<CAPTION>
Eliminations Consolidated
------------- -------------
<S> <C> <C>
Operating Activities:
Income after interest charges $ 600 $ 84,209
Adjustments to reconcile to net cash
provided by operating activities:
Depreciation 0 47,695
Deferred income taxes and investment tax credits, ne 0 (5,304)
Amortization of recoverable energy costs 0 27,065
Amortization of regulatory assets, net 0 34,915
Allocation of ESOP benefits 0 (10,558)
Other sources of cash 0 49,159
Changes in working capital:
Receivables and accrued utility revenues 50 5,987
Fuel, materials, and supplies 0 (1,434)
Accounts payable (50) 22,307
Accrued taxes 0 (49,385)
Other working capital (excludes cash) 0 (5,496)
------------- -------------
Net cash flows provided by operating activities 600 199,160
------------- -------------
Financing Activities:
Reacquisitions and retirements of long-term debt (537) 0
Reacquisitions and retirements of preferred stock 0 (25,000)
Cash dividends on preferred stock 0 (6,625)
------------- -------------
Net cash flows used in financing activities (537) (31,625)
------------- -------------
Investing Activities:
Investment in plant:
Electric utility plant 0 (46,096)
Nuclear fuel 0 (1,168)
------------- -------------
Net cash flows used for investments in plant 0 (47,264)
Investment in NU system money pool 0 0
Investment in nuclear decommissioning trusts 0 (678)
Other investment activities, net (63) 2,214
------------- -------------
Net cash flows used in investing activities (63) (45,728)
------------- -------------
Net increase in cash for the period 0 121,807
Cash and cash equivalent - beginning of period 0 61,716
------------- -------------
Cash and cash equivalent - end of period $ 0 $ 183,523
============= =============
Supplemental Cash Flow Information
Cash paid during the year for:
Interest, net of amounts capitalized $ 242 $ 39,895
============= =============
Income taxes $ 0 $ 38,942
============= =============
Increase in obligations:
Seabrook Power Contracts and other capital leases $ (115,065) $ 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>
WESTERN MASSACHUSETTS ELECTRIC COMPANY
AND SUBSIDIARY
Consolidating Balance Sheet (a)
Assets
December 31, 1999
(Thousands of Dollars)
<TABLE>
<CAPTION>
Western
Massachusetts WMECO
Electric Receivables
Company Corporation Eliminations Consolidated
------------- ----------- ------------ ------------
<S> <C> <C> <C> <C>
Utility Plant, at cost:
Electric $ 1,175,954 $ 0 $ 0 $1,175,954
Less: Accumulated provision for
depreciation 813,978 0 0 813,978
------------- ----------- ------------ ------------
361,976 0 0 361,976
Construction work in progress 21,181 0 0 21,181
Nuclear fuel, net 18,880 0 0 18,880
------------- ----------- ------------ ------------
Total net utility plant 402,037 0 0 402,037
------------- ----------- ------------ ------------
Other Property and Investments:
Nuclear decommissioning trusts,
at market 144,567 0 0 144,567
Investments in regional nuclear
generating companies, at equity 14,723 0 0 14,723
Investments in subsidiary companies,
at equity (11) 0 (11) 0
Other, at cost 6,232 0 0 6,232
------------- ----------- ------------ ------------
165,511 0 (11) 165,522
------------- ----------- ------------ ------------
Current Assets:
Cash and special deposits 839 111 0 950
Receivables, net 31,692 0 0 31,692
Accounts receivable from affiliated
companies 4,024 0 106 3,918
Taxes receivable 1,912 0 0 1,912
Accrued utility revenue 13,485 0 0 13,485
Fuel, materials, and supplies,
at average cost 3,097 0 0 3,097
Prepayments and other 30,119 0 0 30,119
------------- ----------- ------------ ------------
85,168 111 106 85,173
------------- ----------- ------------ ------------
Deferred Charges:
Regulatory assets 594,800 0 0 594,800
Unamortized debt expense 1,926 0 0 1,926
Other 4,146 0 0 4,146
------------- ----------- ------------ ------------
600,872 0 0 600,872
------------- ----------- ------------ ------------
Total Assets $ 1,253,588 $ 111 $ 95 $ 1,253,604
============= =========== ============ ============
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)
Capitalization and Liabilities
December 31, 1999
(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 171,691 60 60 171,691
Retained earnings 38,712 (71) (71) 38,712
Accumulated other comprehensive
income 160 0 0 160
------------- ----------- ------------ ------------
Total common stockholder's equity 237,375 (11) (11) 237,375
Preferred stock not subject to mandatory
redemption 20,000 0 0 20,000
Preferred stock subject to mandatory
redemption 16,500 0 0 16,500
Long-term debt 290,279 0 0 290,279
------------- ----------- ------------ ------------
Total capitalization 564,154 (11) (11) 564,154
------------- ----------- ------------ ------------
Obligations Under Capital Leases 8,106 0 0 8,106
------------- ----------- ------------ ------------
Current Liabilities:
Notes payable to banks 123,000 0 0 123,000
Notes payable to affiliated companies 9,400 0 0 9,400
Long-term debt and preferred stock-
current portion 1,500 0 0 1,500
Obligations under capital leases-
current portion 21,866 0 0 21,866
Accounts payable 12,974 0 0 12,974
Accounts payable to affiliated
companies 3,208 106 106 3,208
Accrued taxes 573 16 0 589
Accrued interest 6,046 0 0 6,046
Other 14,384 0 0 14,384
------------- ----------- ------------ ------------
192,951 122 106 192,967
------------- ----------- ------------ ------------
Deferred Credits:
Accumulated deferred income taxes 242,942 0 0 242,942
Accumulated deferred investment
tax credits 19,765 0 0 19,765
Decommissioning obligation-
Millstone 1 136,130 0 0 136,130
Deferred contractual obligations 63,701 0 0 63,701
Other 25,839 0 0 25,839
------------- ----------- ------------ ------------
488,377 0 0 488,377
------------- ----------- ------------ ------------
Total Capitalization and Liabilities $ 1,253,588 $ 111 $ 95 $ 1,253,604
============= =========== ============ ============
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 Income (a)
Year Ended December 31, 1999
(Thousands of Dollars)
<TABLE>
<CAPTION>
Western
Massachusetts WMECO
Electric Receivables
Company Corporation Eliminations Consolidated
------------- ----------- ------------ ------------
<S> <C> <C> <C> <C>
Operating Revenues $ 414,231 $ 0 $ 0 $ 414,231
------------- ----------- ------------ ------------
Operating Expenses:
Operation-
Fuel, purchased and net
interchange power 151,714 0 0 151,714
Other 101,840 128 126 101,842
Maintenance 47,586 0 0 47,586
Depreciation 27,771 0 0 27,771
Amortization of regulatory assets, net 26,488 0 0 26,488
Federal and state income taxes 18,981 (132) 0 18,849
Taxes other than income taxes 20,318 359 0 20,677
Gain on sale of utility plant (22,437) 0 0 (22,437)
------------- ----------- ------------ ------------
Total operating expenses 372,261 355 126 372,490
------------- ----------- ------------ ------------
Operating Income/(Loss) 41,970 (355) (126) 41,741
------------- ----------- ------------ ------------
Other Income/(Loss):
Equity in earnings of regional nuclear
generating companies 407 0 0 407
Nuclear unrecovered costs (18,035) 0 0 (18,035)
Other, net (3,847) 716 487 (3,618)
Income taxes 9,906 0 0 9,906
------------- ----------- ------------ ------------
Other (loss)/income, net (11,569) 716 487 (11,340)
------------- ----------- ------------ ------------
Income before interest charges 30,401 361 361 30,401
------------- ----------- ------------ ------------
Interest Charges:
Interest on long-term debt 24,255 0 0 24,255
Other interest 3,259 549 549 3,259
------------- ----------- ------------ ------------
Interest charges, net 27,514 549 549 27,514
------------- ----------- ------------ ------------
Net Income/(Loss) $ 2,887 $ (188) $ (188) $ 2,887
============= =========== ============ ============
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 Retained Earnings (a)
Year Ended December 31, 1999
(Thousands of Dollars)
<TABLE>
<CAPTION>
Western
Massachusetts WMECO
Electric Receivables
Company Corporation Eliminations Consolidated
------------- ----------- ------------ ------------
<S> <C> <C> <C> <C>
Balance at beginning of period $ 46,003 $ 117 $ 117 $ 46,003
Addition: Net income/(loss) 2,887 (188) (188) 2,887
------------- ----------- ------------ ------------
48,890 (71) (71) 48,890
Deductions:
Dividends declared:
Preferred Stock 3,298 0 0 3,298
Allocation of benefits-ESOP 6,880 0 0 6,880
------------- ----------- ------------ ------------
Total deductions 10,178 0 0 10,178
------------- ----------- ------------ ------------
Balance at end of period $ 38,712 $ (71) $ (71) $ 38,712
============= =========== ============ ============
</TABLE>
WESTERN MASSACHUSETTS ELECTRIC COMPANY
AND SUBSIDIARY
Consolidating Statement of Capital Surplus, Paid In (a)
Year Ended December 31, 1999
(Thousands of Dollars)
<TABLE>
<CAPTION>
Western
Massachusetts WMECO
Electric Receivables
Company Corporation Eliminations Consolidated
------------- ----------- ------------ ------------
<S> <C> <C> <C> <C>
Balance at beginning of period $ 151,431 $ 13,666 $ 13,666 $ 151,431
Capital stock expenses, net 260 0 0 260
Reduction of investment in
securities due to termination
of accounts receivable program 0 (13,606) (13,606) 0
Capital contribution from Nort 20,000 0 0 20,000
------------- ----------- ------------ ------------
Balance at end of period $ 171,691 $ 60 $ 60 $ 171,691
============= =========== ============ ============
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, 1999
(Thousands of Dollars)
<TABLE>
<CAPTION>
Western
Massachusetts WMECO
Electric Receivables
Company Corporation
--------------- ------------
<S> <C> <C>
Operating Activities:
Income/(loss) after interest charges $ 2,887 $ (188)
Adjustments to reconcile to net cash
provided by operating activities:
Depreciation 27,771 0
Deferred income taxes and investment tax credits, net (6,544) 0
Amortization of regulatory assets, net 26,488 0
Nuclear unrecoverable costs 18,035 0
Allocation of ESOP benefits (6,880) 0
Gain on sale of utility plant (22,437) 0
Other (uses)/sources of cash (13,517) (13,606)
Changes in working capital:
Receivables and accrued utility revenues, net (41,647) 0
Fuel, materials, and supplies 1,956 0
Accounts payable (14,636) (6,287)
Accrued taxes (691) 16
Investment in securitizable assets 19,508 41,865
Other working capital (excludes cash) 11,512 (1,736)
--------------- -----------
Net cash flows provided by operating activities 1,805 20,064
--------------- -----------
Financing Activities:
Net increase/(decrease) in short-term debt 81,500 (20,000)
Reacquisitions and retirements of long-term debt (100,850) 0
Reacquisitions and retirements of preferred stock (1,500) 0
Cash dividends on preferred stock (3,298) 0
--------------- -----------
Net cash flows used in financing activities (24,148) (20,000)
--------------- -----------
Investing Activities:
Investment in plant:
Electric utility plant (30,192) 0
Nuclear fuel (5,817) 0
--------------- -----------
Net cash flows used for investments in plant (36,009) 0
Investment in nuclear decommissioning trusts (11,387) 0
Other investment activities, net 1,995 0
Net proceeds from the sale of utility plant 48,524 0
Capital contributions 20,000 0
--------------- -----------
Net cash flows provided by investing activities 23,123 0
--------------- -----------
Net increase in cash for the period 780 64
Cash - beginning of period 59 47
--------------- -----------
Cash - end of period $ 839 $ 111
=============== ===========
Supplemental Cash Flow Information
Cash paid/(refunded) during the year for:
Interest, net of amounts capitalized $ 30,958 $ 2,561
=============== ===========
Income taxes $ (6,336) $ 40
=============== ===========
Increase in obligations:
Niantic Bay Fuel Trust and other capital leases $ 1,112 $ 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, 1999
(Thousands of Dollars)
<TABLE>
<CAPTION>
Eliminations Consolidated
------------- -------------
<S> <C> <C>
Operating Activities:
Income/(loss) after interest charges $ (188) $ 2,887
Adjustments to reconcile to net cash
provided by operating activities:
Depreciation 0 27,771
Deferred income taxes and investment tax credits, net 0 (6,544)
Amortization of regulatory assets, net 0 26,488
Nuclear unrecoverable costs 0 18,035
Allocation of ESOP benefits 0 (6,880)
Gain on sale of utility plant 0 (22,437)
Other (uses)/sources of cash (13,606) (13,517)
Changes in working capital:
Receivables and accrued utility revenues, net 2,398 (44,045)
Fuel, materials, and supplies 0 1,956
Accounts payable (6,287) (14,636)
Accrued taxes 0 (675)
Investment in securitizable assets 39,508 21,865
Other working capital (excludes cash) (2,013) 11,789
------------- -------------
Net cash flows provided by operating activities 19,812 2,057
------------- -------------
Financing Activities:
Net increase/(decrease) in short-term debt (20,000) 81,500
Reacquisitions and retirements of long-term debt 0 (100,850)
Reacquisitions and retirements of preferred stock 0 (1,500)
Cash dividends on preferred stock 0 (3,298)
------------- -------------
Net cash flows used in financing activities (20,000) (24,148)
------------- -------------
Investing Activities:
Investment in plant:
Electric utility plant 0 (30,192)
Nuclear fuel 0 (5,817)
------------- -------------
Net cash flows used for investments in plant 0 (36,009)
Investment in nuclear decommissioning trusts 0 (11,387)
Other investment activities, net 188 1,807
Net proceeds from the sale of utility plant 0 48,524
Capital contributions 0 20,000
------------- -------------
Net cash flows provided by investing activities 188 22,935
------------- -------------
Net increase in cash for the period 0 844
Cash - beginning of period 0 106
------------- -------------
Cash - end of period $ 0 $ 950
============= =============
Supplemental Cash Flow Information
Cash paid/(refunded) during the year for:
Interest, net of amounts capitalized $ 2,561 $ 30,958
============= =============
Income taxes $ 0 $ (6,296)
============= =============
Increase in obligations:
Niantic Bay Fuel Trust and other capital leases $ 0 $ 1,112
============= =============
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>
HOLYOKE WATER POWER COMPANY
AND SUBSIDIARY
Consolidating Balance Sheet (a)
Assets
December 31, 1999
(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 $98,590 $ 1,418 $ 0 $ 100,008
Less: Accumulated provision for
depreciation 45,776 1,008 0 46,784
-------- --------- ------------ ------------
52,814 410 0 53,224
Construction work in progress 1,128 0 0 1,128
-------- --------- ------------ ------------
Total net utility plant 53,942 410 0 54,352
-------- --------- ------------ ------------
Other Property and Investments:
Investments in subsidiary company, at
equity 985 0 985 0
Other, at cost 3,476 0 0 3,476
-------- --------- ------------ ------------
4,461 0 985 3,476
-------- --------- ------------ ------------
Current Assets:
Cash 129 0 0 129
Notes receivables from affiliated companies 15,500 0 0 15,500
Receivables, net 2,977 10 0 2,987
Accounts receivable from affiliated companies 3,863 5,495 6,726 2,632
Taxes receivable 0 31 0 31
Fuel, materials, and supplies, at average cost 5,387 0 0 5,387
Prepayments and other 814 22 0 836
-------- --------- ------------ ------------
28,670 5,558 6,726 27,502
-------- --------- ------------ ------------
Deferred Charges:
Unamortized debt expense 797 0 0 797
Accumulated deferred income taxes 0 42 42 0
Other 312 0 0 312
-------- --------- ------------ ------------
1,109 42 42 1,109
-------- --------- ------------ ------------
Total Assets $88,182 $ 6,010 $ 7,753 $ 86,439
======== ========= ============ ============
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>
HOLYOKE WATER POWER COMPANY
AND SUBSIDIARY
Consolidating Balance Sheet (a)
Capitalization and Liabilities
December 31, 1999
(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 14,481 (28) (28) 14,481
Accumulated other comprehensive income (5) 0 0 (5)
-------- --------- ------------ ------------
Total common stockholder's equity 22,876 457 457 22,876
Long-term debt 38,300 424 424 38,300
-------- --------- ------------ ------------
Total capitalization 61,176 881 881 61,176
-------- --------- ------------ ------------
Current Liabilities:
Accounts payable 1,058 1,197 0 2,255
Accounts payable to affiliated companies 3,763 3,812 6,726 849
Accrued taxes 171 0 0 171
Accrued interest 351 0 0 351
Other 453 16 0 469
-------- --------- ------------ ------------
5,796 5,025 6,726 4,095
-------- --------- ------------ ------------
Deferred Credits:
Accumulated deferred income taxes 13,965 0 42 13,923
Other 7,245 104 104 7,245
-------- --------- ------------ ------------
21,210 104 146 21,168
-------- --------- ------------ ------------
Total Capitalization and Liabilities $88,182 $ 6,010 $ 7,753 $ 86,439
======== ========= ============ ============
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>
HOLYOKE WATER POWER COMPANY
AND SUBSIDIARY
Consolidating Statement of Income (a)
Year Ended December 31, 1999
(Thousands of Dollars)
<TABLE>
<CAPTION>
Holyoke Holyoke
Water Power and
Power Electric
Company Company Eliminations Consolidated
------- --------- ------------ ------------
<S> <C> <C> <C> <C>
Operating Revenues $73,666 $ 51,500 $ 82,474 $ 42,691
------- --------- ------------ ------------
Operating Expenses:
Operation-
Fuel, purchased and net
interchange power 52,328 51,299 82,385 21,242
Other 7,242 88 89 7,241
Maintenance 4,714 0 0 4,714
Depreciation 1,625 24 0 1,649
Amortization of regulatory assets, net 1,853 (83) 0 1,770
Federal and state income taxes 77 9 0 86
Taxes other than income taxes 4,927 40 0 4,967
------- --------- ------------ ------------
Total operating expenses 72,766 51,377 82,474 41,669
------- --------- ------------ ------------
Operating Income 900 123 0 1,022
------- --------- ------------ ------------
Other Income/(Loss):
Other, net 6,858 (1) 146 6,712
Income taxes 68 24 0 92
------- --------- ------------ ------------
Other income, net 6,926 23 146 6,804
------- --------- ------------ ------------
Income before interest charges 7,826 146 146 7,826
------- --------- ------------ ------------
Interest Charges:
Interest on long-term debt 2,289 0 0 2,289
Other interest (32) 21 21 (32)
------- --------- ------------ ------------
Interest charges, net 2,257 21 21 2,257
------- --------- ------------ ------------
Net Income $ 5,569 $ 125 $ 125 $ 5,569
======= ========= ============ ============
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>
HOLYOKE WATER POWER COMPANY AND SUBSIDIARY
Consolidating Statement of Retained Earnings(a)
Year Ended December 31, 1999
(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 $13,592 $ (153)$ (153)$ 13,592
Addition: Net income 5,569 125 125 5,569
------- --------- ------------ ------------
Deductions:
Common stock dividend
declared:
$8.33 per share $ 4,000 0 0 4,000
Allocation of benefits-ESOP 680 0 0 680
------- --------- ------------ ------------
Balance at end of period $14,481 $ (28)$ (28)$ 14,481
======= ========= ============ ============
</TABLE>
HOLYOKE WATER POWER COMPANY AND SUBSIDIARY
Consolidating Statement of Capital Surplus, Paid In (a)
Year Ended December 31, 1999
(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
------- --------- ------------ ------------
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>
HOLYOKE WATER POWER COMPANY AND SUBSIDIARY
Consolidating Statement of Cash Flows (a)
Year Ended December 31, 1999
(Thousands of Dollars)
<TABLE>
<CAPTION>
Holyoke
Holyoke Power and
Water Power Electric
Company Company
------------- ------------
<S> <C> <C>
Operating Activities:
Income after interest charges $ 5,569 $ 125
Adjustments to reconcile to net cash
from operating activities:
Depreciation 1,625 24
Deferred income taxes, net (1,698) (27)
Amortization of regulatory assets, net 1,770 0
Allocation of ESOP benefits (680) 0
Other sources/(uses) of cash 3,646 (20)
Changes in working capital:
Receivables, net 3,897 (1,622)
Fuel, materials, and supplies 1,340 0
Accounts payable (1,909) (2,302)
Accrued taxes (2,496) 0
Other working capital (excludes cash) (668) 168
------------- ------------
Net cash flows provided by/(used in) operating activities 10,396 (3,654)
------------- ------------
Financing Activities:
Cash dividends on common stock (4,000) 0
------------- ------------
Net cash flows (used in) financing activities (4,000) 0
------------- ------------
Investing Activities:
Investment in plant:
Electric utility plant (722) 0
Investment in NU system money pool (5,400) 0
Other investment activities, net (146) 0
------------- ------------
Net cash flows (used in) investing activities (6,268) 0
------------- ------------
Net increase in cash for the period 128 (3,654)
Cash - beginning of period 1 3,654
------------- ------------
Cash - end of period $ 129 $ 0
============= ============
Supplemental Cash Flow Information
Cash paid/(refunded) during the year for:
Interest, net of amounts capitalized $ 2,238 $ 21
============= ============
Income taxes $ 779 $ (447)
============= ============
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>
HOLYOKE WATER POWER COMPANY AND SUBSIDIARY
Consolidating Statement of Cash Flows (a)
Year Ended December 31, 1999
(Thousands of Dollars)
<TABLE>
<CAPTION>
Eliminations Consolidated
------------- -------------
<S> <C> <C>
Operating Activities:
Income after interest charges $ 125 $ 5,569
Adjustments to reconcile to net cash
from operating activities:
Depreciation 0 1,649
Deferred income taxes, net 0 (1,725)
Amortization of regulatory assets, net 0 1,770
Allocation of ESOP benefits 0 (680)
Other sources/(uses) of cash 20 3,605
Changes in working capital:
Receivables, net 5,060 (2,785)
Fuel, materials, and supplies 0 1,340
Accounts payable (5,060) 849
Accrued taxes 0 (2,496)
Other working capital (excludes cash) 0 (500)
------------- -------------
Net cash flows provided by/(used in) operating activities 145 6,596
------------- -------------
Financing Activities:
Cash dividends on common stock 0 (4,000)
------------- -------------
Net cash flows (used in) financing activities 0 (4,000)
------------- -------------
Investing Activities:
Investment in plant:
Electric utility plant 0 (722)
Investment in NU system money pool 0 (5,400)
Other investment activities, net (146) 0
------------- -------------
Net cash flows (used in) investing activities (146) (6,122)
------------- -------------
Net increase in cash for the period 0 (3,526)
Cash - beginning of period 0 3,655
------------- -------------
Cash - end of period $ 0 $ 129
============= =============
Supplemental Cash Flow Information
Cash paid/(refunded) during the year for:
Interest, net of amounts capitalized $ 21 $ 2,238
============= =============
Income taxes $ 0 $ 332
============= =============
Note: Individual columns may not add to Consolidated due to rounding.
The accompanying notes are an integral part of these financial statements.
(a) Not covered by auditors' report.
</TABLE>
CHARTER OAK ENERGY INCORPORATED
AND SUBSIDIARIES
Consolidating Balance Sheet (a)
Assets
December 31, 1999
(Thousands of Dollars)
<TABLE>
<CAPTION>
Charter Oak COE Development COE Argentina II
Energy, Inc. Corporation Corp.
------------ --------------- ----------------
<S> <C> <C> <C>
Utility Plant, at original cost:
Electric $ 40 $ 11 $ 0
Less: Accumulated provision for
depreciation 40 11 0
------------ --------------- ----------------
Total net utility plant 0 0 0
------------ --------------- ----------------
Other Property and Investments:
Investments in subsidiary companies,
at equity 16,504 0 0
------------ --------------- ----------------
Current Assets:
Cash 110 289 29
Receivables, net 0 174 0
Receivables from affiliated companies 750 1,209 0
Taxes receivable 723 68 0
Investments held for sale 6,435 0 0
------------ --------------- ----------------
8,018 1,740 29
------------ --------------- ----------------
Deferred Charges:
Accumulated deferred income taxes 1 0 0
Other 89 0 0
------------ --------------- ----------------
90 0 0
------------ --------------- ----------------
Total Assets $ 24,612 $ 1,740 $ 29
============ =============== ================
Note: Individual columns may not add to Consolidated due to rounding.
The accompanying notes are an integral part of these financial statements.
(a) Not covered by auditors' report.
</TABLE>
CHARTER OAK ENERGY INCORPORATED
AND SUBSIDIARIES
Consolidating Balance Sheet (a)
Assets
December 31, 1999
(Thousands of Dollars)
<TABLE>
<CAPTION>
COE Ave Fenix
Corporation Eliminations Consolidated
------------- ------------ ------------
<S> <C> <C> <C>
Utility Plant, at original cost:
Electric $ 0 $ 0 $ 52
Less: Accumulated provision for
depreciation 0 0 52
------------- ------------ ------------
Total net utility plant 0 0 0
------------- ------------ ------------
Other Property and Investments:
Investments in subsidiary companies,
at equity 0 16,504 0
------------- ------------ ------------
Current Assets:
Cash 0 0 428
Receivables, net 0 174 0
Receivables from affiliated companies 0 1,959 0
Taxes receivable 3,540 0 4,331
Investments held for sale 0 0 6,435
------------- ------------ ------------
3,540 2,133 11,194
------------- ------------ ------------
Deferred Charges:
Accumulated deferred income taxes 15,760 0 15,762
Other 0 0 89
------------- ------------ ------------
15,760 0 15,851
------------- ------------ ------------
Total Assets $ 19,300 $ 18,637 $ 27,045
============= ============ ============
Note: Individual columns may not add to Consolidated due to rounding.
The accompanying notes are an integral part of these financial statements.
(a) Not covered by auditors' report.
</TABLE>
CHARTER OAK ENERGY INCORPORATED
AND SUBSIDIARIES
Consolidating Balance Sheet (a)
Capitalization and Liabilities
December 31, 1999
(Thousands of Dollars)
<TABLE>
<CAPTION>
Charter Oak COE Development COE Argentina II
Energy, Inc. Corporation Corp.
------------ --------------- ----------------
<S> <C> <C> <C>
Capitalization:
Common stockholder's equity:
Common stock $ 0 $ 0 $ 0
Capital surplus, paid in 90,194 17,523 1,571
Retained earnings (67,093) (15,783) (1,542)
------------ --------------- ----------------
Total common stockholder's equity 23,101 1,740 29
------------ --------------- ----------------
Total capitalization 23,101 1,740 29
------------ --------------- ----------------
Current Liabilities:
Accounts payable 300 0 0
Accounts payable to affiliated
companies 1,211 0 0
Other 0 0 0
------------ --------------- ----------------
1,511 0 0
------------ --------------- ----------------
Total Capitalization and Liabilities $ 24,612 $ 1,740 $ 29
============ =============== ================
Note: Individual columns may not add to Consolidated due to rounding.
The accompanying notes are an integral part of these financial statements.
(a) Not covered by auditors' report.
</TABLE>
CHARTER OAK ENERGY INCORPORATED
AND SUBSIDIARIES
Consolidating Balance Sheet (a)
Capitalization and Liabilities
December 31, 1999
(Thousands of Dollars)
<TABLE>
<CAPTION>
COE Ave Fenix
Corporation Eliminations Consolidated
------------- ------------ ------------
<S> <C> <C> <C>
Capitalization:
Common stockholder's equity:
Common stock $ 0 $ 0 $ 0
Capital surplus, paid in 56,734 75,827 90,194
Retained earnings (41,999) (59,323) (67,093)
------------- ------------ ------------
Total common stockholder's equity 14,735 16,504 23,101
------------- ------------ ------------
Total capitalization 14,735 16,504 23,101
------------- ------------ ------------
Current Liabilities:
Accounts payable 54 174 180
Accounts payable to affiliated
companies 761 1,959 14
Other 3,750 0 3,750
------------- ------------ ------------
4,565 2,133 3,944
------------- ------------ ------------
Total Capitalization and Liabilities $ 19,300 $ 18,637 $ 27,045
============= ============ ============
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, INC.
AND SUBSIDIARIES
Consolidating Statement of Income (a)
Year Ended December 31, 1999
(Thousands of Dollars)
<TABLE>
<CAPTION>
COE
Charter Oak Development COE Argentina II
Energy, Inc. Corporation Corp.
------------ ----------- ---------------
<S> <C> <C> <C>
Operating Revenues $ 0 $ 0 $ 0
------------ ----------- ---------------
Operating Expenses:
Operation 422 (396) 0
Federal and state income taxes (67) 161 0
Taxes other than income taxes 4 0 0
------------ ----------- ---------------
Total operating expenses 359 (235) 0
------------ ----------- ---------------
Operating (Loss)/Income (359) 235 0
------------ ----------- ---------------
Other Income/(Loss):
Equity in earnings of subidiaries 16,203 0 0
Reserve for the loss on sale of
COE Ave Fenix Investment in Ave
Fenix Energia 0 0 0
Other, net 267 0 0
Income taxes 0 0 0
------------ ----------- ---------------
Other income, net 16,470 0 0
------------ ----------- ---------------
Income before
interest charges 16,111 235 0
------------ ----------- ---------------
Interest Charges 0 0 0
------------ ----------- ---------------
Net Income $ 16,111 $ 235 $ 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, INC.
AND SUBSIDIARIES
Consolidating Statement of Income (a)
Year Ended December 31, 1999
(Thousands of Dollars)
<TABLE>
<CAPTION>
COE Ave Fenix
Corporation EliminationsConsolidated
---------------- ----------- -------------
<S> <C> <C> <C>
Operating Revenues $ 0 $ 0 $ 0
---------------- ----------- -------------
Operating Expenses:
Operation 113 0 139
Federal and state income taxes (47) 0 47
Taxes other than income taxes 3 0 6
---------------- ----------- -------------
Total operating expenses 69 0 192
---------------- ----------- -------------
Operating (Loss)/Income (69) 0 (192)
---------------- ----------- -------------
Other Income/(Loss):
Equity in earnings of subidiaries 0 16,203 0
Reserve for the loss on sale of
COE Ave Fenix Investment in Ave
Fenix Energia (2,881) (2,881)
Other, net 680 0 948
Income taxes 18,236 0 18,236
---------------- ----------- -------------
Other income, net 16,035 16,203 16,303
---------------- ----------- -------------
Income before
interest charges 15,966 16,203 16,111
---------------- ----------- -------------
Interest Charges 0 0 0
---------------- ----------- -------------
Net Income $ 15,966 $ 16,203 $ 16,111
================ =========== =============
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, INC.
AND SUBSIDIARIES
Consolidating Statement of
Retained Earnings (a)
Year Ended December 31, 1999
(Thousands of Dollars)
<TABLE>
<CAPTION>
COE
Charter Oak Development COE Argentina II
Energy, Inc. Corporation Corp.
------------ ----------- ----------------
<S> <C> <C> <C>
Balance at beginning of period $ (83,204) $ (16,018) $ (1,542)
Addition: Net income 16,111 235 0
------------ ----------- ----------------
Balance at end of period $ (67,093) $ (15,783) $ (1,542)
============ =========== ================
</TABLE>
CHARTER OAK ENERGY, INC.
AND SUBSIDIARIES
Consolidating Statement of
Capital Surplus, Paid In (a)
Year Ended December 31, 1999
(Thousands of Dollars)
<TABLE>
<CAPTION>
COE
Charter Oak Development COE Argentina II
Energy, Inc. Corporation Corp.
------------ ----------- ----------------
<S> <C> <C> <C>
Balance at beginning of period $ 92,744 $ 19,073 $ 2,721
Capital contributions from
Northeast Utilities 2,150 0 0
Charter Oak Energy, Inc. 0 300 0
Dividend declared on common stock:
$47,000.00 per share (4,700) 0 0
$11,500.00 per share 0 0 (1,150)
$18,500.00 per share 0 (1,850) 0
Balance at end of period ------------ ----------- ----------------
Balance at end of period $ 90,194 $ 17,523 $ 1,571
============ =========== ================
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>
CHARTER OAK ENERGY, INC.
AND SUBSIDIARIES
Consolidating Statement of
Retained Earnings (a)
Year Ended December 31, 1999
(Thousands of Dollars)
<TABLE>
<CAPTION>
COE Ave Fenix
Corporation Eliminations Consolidated
------------- ------------ ------------
<S> <C> <C> <C>
Balance at beginning of period $ (57,965) $ (75,526) $ (83,204)
Addition: Net income 15,966 16,203 16,111
------------- ------------ ------------
Balance at end of period $ (41,999) $ (59,323) $ (67,093)
============= ============ ============
</TABLE>
CHARTER OAK ENERGY, INC.
AND SUBSIDIARIES
Consolidating Statement of
Capital Surplus, Paid In (a)
Year Ended December 31, 1999
(Thousands of Dollars)
<TABLE>
<CAPTION>
COE Ave Fenix
Corporation Eliminations Consolidated
------------- ------------ ------------
<S> <C> <C> <C>
Balance at beginning of period $ 56,709 $ 78,502 $ 92,744
Capital contributions from
Northeast Utilities 0 0 2,150
Charter Oak Energy, Inc. 25 325 0
Dividend declared on common stock:
$47,000.00 per share 0 0 (4,700)
$11,500.00 per share 0 (1,150) 0
$18,500.00 per share 0 (1,850) 0
Balance at end of period ------------- ------------ ------------
Balance at end of period $ 56,734 $ 75,827 $ 90,194
============= ============ ============
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>
CHARTER OAK ENERGY AND SUBSIDIARIES
Consolidating Statement of Cash Flows (a)
Year Ended December 31, 1999
(Thousands of Dollars)
<TABLE>
<CAPTION>
Charter Oak
Charter Oak Development
Energy, Inc. Corporation
------------- ------------
<S> <C> <C>
Operating Activities:
Income after interest charges $ 16,111 $ 235
Adjustments to reconcile to net cash
provided by operating activities:
Depreciation 0 0
Deferred income taxes 0 0
Other sources/(uses) of cash 784 216
Changes in working capital:
Accounts receivable (750) 14
Accounts payable 15 0
Accrued taxes 0 0
Other working capital (excludes cash) (278) 1,219
------------- ------------
Net cash flows provided by/(used in) operating activities 15,882 1,684
------------- ------------
Financing Activities:
Cash dividends on common stock (4,700) (1,850)
------------- ------------
Net cash flows used in financing activities (4,700) (1,850)
------------- ------------
Investing Activities:
Investment in plant:
Electric and other utility plant 0 0
Other investments (13,784) 0
Capital Contributions 2,150 300
------------- ------------
Net cash flows (used in)/provided by investing activities (11,634) 300
------------- ------------
Net (decrease)/increase in cash for the period (452) 134
Cash - beginning of period 562 155
------------- ------------
Cash - end of period $ 110 $ 289
============= ============
Supplemental Cash Flow Information
Cash refunded during the year for:
Interest, net of amounts capitalized $ 0 $ 0
============= ============
Income taxes $ 9 $ (971)
============= ============
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, 1999
(Thousands of Dollars)
<TABLE>
<CAPTION>
COE COE Ave
Argentina II Fenix
Corp. Corp.
------------- ------------
<S> <C> <C>
Operating Activities:
Income after interest charges $ 0 $ 15,967
Adjustments to reconcile to net cash
provided by operating activities:
Depreciation 0 0
Deferred income taxes 0 (14,743)
Other sources/(uses) of cash 0 0
Changes in working capital:
Accounts receivable 0 0
Accounts payable 0 794
Accrued taxes 0 0
Other working capital (excludes cash) 1,168 (2,076)
------------- ------------
Net cash flows provided by/(used in) operating activities 1,168 (58)
------------- ------------
Financing Activities:
Cash dividends on common stock (1,150) 0
------------- ------------
Net cash flows used in financing activities (1,150) 0
------------- ------------
Investing Activities:
Investment in plant:
Electric and other utility plant 0 7
Other investments 0 0
Capital Contributions 0 25
------------- ------------
Net cash flows (used in)/provided by investing activities 0 32
------------- ------------
Net (decrease)/increase in cash for the period 18 (26)
Cash - beginning of period 11 26
------------- ------------
Cash - end of period $ 29 $ 0
============= ============
Supplemental Cash Flow Information
Cash refunded during the year for:
Interest, net of amounts capitalized $ 0 $ 0
============= ============
Income taxes $ (1,125) $ (42)
============= ============
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, 1999
(Thousands of Dollars)
<TABLE>
<CAPTION>
Eliminations Consolidated
------------- -------------
<S> <C> <C>
Operating Activities:
Income after interest charges $ 16,202 $ 16,111
Adjustments to reconcile to net cash
provided by operating activities:
Depreciation 0 0
Deferred income taxes 0 (14,743)
Other sources/(uses) of cash 2 999
Changes in working capital:
Accounts receivable (944) 208
Accounts payable 945 (135)
Accrued taxes 0 0
Other working capital (excludes cash) 0 33
------------- -------------
Net cash flows provided by/(used in) operating activitie 16,205 2,473
------------- -------------
Financing Activities:
Cash dividends on common stock (3,000) (4,700)
------------- -------------
Net cash flows used in financing activities (3,000) (4,700)
------------- -------------
Investing Activities:
Investment in plant:
Electric and other utility plant 0 7
Other investments (13,527) (257)
Capital Contributions 325 2,150
------------- -------------
Net cash flows (used in)/provided by investing activitie (13,202) 1,900
------------- -------------
Net (decrease)/increase in cash for the period 0 (327)
Cash - beginning of period 0 755
------------- -------------
Cash - end of period $ 0 $ 428
============= =============
Supplemental Cash Flow Information
Cash refunded during the year for:
Interest, net of amounts capitalized $ 0 $ 0
============= =============
Income taxes $ 0 $ (2,129)
============= =============
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, 1999
(Thousands of Dollars)
<TABLE>
<CAPTION>
Select Energy Southwest
Contracting, HEC Energy
HEC Inc. Inc. Services L.L.C.
------------ ------------- ---------------
<S> <C> <C> <C>
Utility Plant, at original cost:
Other $ 4,389 $ 13,659 $ 84
Less: Accumulated provision for
depreciation 3,408 465 37
------------ ------------- ---------------
Total net utility plant 981 13,194 47
------------ ------------- ---------------
Other Property and Investments:
Investments in subsidiary companies,
at equity 12,886 0 0
------------ ------------- ---------------
Current Assets:
Cash 1,737 1,014 776
Receivables, net 5,559 2,989 380
Receivables from affiliated companies 1,392 0 0
Other material and supplies 0 189 0
Prepayments and other 178 86 7
------------ ------------- ---------------
8,866 4,278 1,163
------------ ------------- ---------------
Deferred Charges:
Accumulated deferred income taxes 0 71 0
Other 7,312 0 327
------------ ------------- ---------------
7,312 71 327
------------ ------------- ---------------
Total Assets $ 30,045 $ 17,543 $ 1,537
============ ============= ===============
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, 1999
(Thousands of Dollars)
<TABLE>
<CAPTION>
HEC Energy Reeds Ferry HEC/Tobyhanna
Consulting Supply Co., Energy
Canada, Inc. Inc. Project, Inc.
------------ ------------ --------------
<S> <C> <C> <C>
Utility Plant, at original cost:
Other $ 10 $ 295 $ 0
Less: Accumulated provision for
depreciation 10 8 0
------------ ------------ --------------
Total net utility plant 0 287 0
------------ ------------ --------------
Other Property and Investments:
Investments in subsidiary companies,
at equity 0 0 0
------------ ------------ --------------
Current Assets:
Cash 77 7 0
Receivables, net 0 140 0
Receivables from affiliated companies 0 0 0
Other material and supplies 0 0 0
Prepayments and other 0 0 0
------------ ------------ --------------
77 147 0
------------ ------------ --------------
Deferred Charges:
Accumulated deferred income taxes 0 0 0
Other 0 0 0
------------ ------------ --------------
0 0 0
------------ ------------ --------------
Total Assets $ 77 $ 434 $ 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 Balance Sheet (a)
Assets
December 31, 1999
(Thousands of Dollars)
Eliminations Consolidated
------------ ------------
Utility Plant, at original cost:
Other $ 0 $ 18,437
Less: Accumulated provision for
depreciation 0 3,928
------------ ------------
Total net utility plant 0 14,509
------------ ------------
Other Property and Investments:
Investments in subsidiary companies,
at equity 12,886 0
------------ ------------
Current Assets:
Cash 0 3,611
Receivables, net 140 8,928
Receivables from affiliated companies 1,293 99
Other material and supplies 0 189
Prepayments and other 0 271
------------ ------------
1,433 13,098
------------ ------------
Deferred Charges:
Accumulated deferred income taxes 0 71
Other 0 7,639
------------ ------------
0 7,710
------------ ------------
Total Assets $ 14,319 $ 35,317
============ ============
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.
HEC INC. AND SUBSIDIARIES
Consolidating Balance Sheet (a)
Capitalization and Liabilities
December 31, 1999
(Thousands of Dollars)
<TABLE>
<CAPTION>
Select Energy Southwest
Contracting, HEC Energy
HEC Inc. Inc. Services L.L.C.
------------ ------------- ---------------
<S> <C> <C> <C>
Capitalization:
Common stockholder's equity:
Common stock $ 0 $ 0 $ 250
Capital surplus, paid in 19,000 9,010 0
Retained earnings (132) 77 (248)
------------ ------------- ---------------
Total common stockholder's equity 18,868 9,087 2
Long-term debt 0 0 725
------------ ------------- ---------------
Total capitalization 18,868 9,087 727
------------ ------------- ---------------
Current Liabilities:
Notes payable to affiliated company 3,500 3,789 0
Accounts payable 4,750 1,364 219
Accounts payable to affiliated
companies 177 510 429
Accrued taxes 450 0 0
Other 2,068 2,471 162
------------ ------------- ---------------
10,945 8,134 810
------------ ------------- ---------------
Deferred Credits:
Accumulated deferred income taxes 232 0 0
Other 0 322 0
------------ ------------- ---------------
232 322 0
------------ ------------- ---------------
Total Capitalization and Liabilities $ 30,045 $ 17,543 $ 1,537
============ ============= ===============
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)
Capitalization and Liabilities
December 31, 1999
(Thousands of Dollars)
<TABLE>
<CAPTION>
HEC Energy Reeds Ferry HEC/Tobyhanna
Consulting Supply Co., Energy
Canada, Inc. Inc. Project, Inc.
------------ ------------ --------------
<S> <C> <C> <C>
Capitalization:
Common stockholder's equity:
Common stock $ 0 $ 4 $ 0
Capital surplus, paid in 6 3 0
Retained earnings 2 (8) 0
------------ ------------ --------------
Total common stockholder's equity 8 (1) 0
Long-term debt 0 0 0
------------ ------------ --------------
Total capitalization 8 (1) 0
------------ ------------ --------------
Current Liabilities:
Notes payable to affiliated company 0 0 0
Accounts payable 0 140 0
Accounts payable to affiliated
companies 60 295 0
Accrued taxes 0 0 0
Other 9 0 0
------------ ------------ --------------
69 435 0
------------ ------------ --------------
Deferred Credits:
Accumulated deferred income taxes 0 0 0
Other 0 0 0
------------ ------------ --------------
0 0 0
------------ ------------ --------------
Total Capitalization and Liabilities $ 77 $ 434 $ 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 Balance Sheet (a)
Capitalization and Liabilities
December 31, 1999
(Thousands of Dollars)
Eliminations Consolidated
------------ ------------
Capitalization:
Common stockholder's equity:
Common stock $ 254 $ 0
Capital surplus, paid in 9,019 19,000
Retained earnings (178) (132)
------------ ------------
Total common stockholder's equity 9,095 18,868
Long-term debt 0 725
------------ ------------
Total capitalization 9,095 19,593
------------ ------------
Current Liabilities:
Notes payable to affiliated company 3,789 3,500
Accounts payable 140 6,333
Accounts payable to affiliated
companies 1,295 176
Accrued taxes 0 450
Other 0 4,711
------------ ------------
5,224 15,170
------------ ------------
Deferred Credits:
Accumulated deferred income taxes 0 232
Other 0 322
------------ ------------
0 554
------------ ------------
Total Capitalization and Liabilities $ 14,319 $ 35,317
============ ============
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.
HEC INC. AND SUBSIDIARIES
Consolidating Statement of Income (a)
Year Ended December 31, 1999
(Thousands of Dollars)
Select Southwest
Energy HEC Energy
Contracting, Services
HEC Inc. Inc. L.L.C.
--------- ------------ ----------
Operating Revenues $ 34,746 $ 6,311 $ 4,813
--------- ------------ ----------
Operating Expenses:
Operation 33,437 5,559 4,365
Maintenance 56 25 4
Depreciation 429 495 15
Federal and state income taxes 346 (121) 0
Taxes other than income taxes 362 48 33
--------- ------------ ----------
Total operating expenses 34,630 6,006 4,417
--------- ------------ ----------
Operating Income/(Loss) 116 305 396
--------- ------------ ----------
Other Income 647 3 36
--------- ------------ ----------
Income/(loss)
before interest charges 763 308 432
--------- ------------ ----------
Interest Charges 104 225 97
--------- ------------ ----------
Net Income/(Loss) $ 659 $ 83 $ 335
========= ============ ==========
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.
HEC INC. AND SUBSIDIARIES
Consolidating Statement of Income (a)
Year Ended December 31, 1999
(Thousands of Dollars)
HEC/
HEC Energy Reeds Tobyhanna
Consulting Ferry Energy
Canada, Supply Project,
Inc. Co., Inc. Inc.
---------- --------- ---------
Operating Revenues $ (1) $ 820 $ 0
---------- --------- ---------
Operating Expenses:
Operation 1 820 0
Maintenance 0 0 0
Depreciation 1 8 0
Federal and state income taxes (3) 0 0
Taxes other than income taxes 0 0 0
---------- --------- ---------
Total operating expenses (1) 828 0
---------- --------- ---------
Operating Income/(Loss) 0 (8) 0
---------- --------- ---------
Other Income 2 0 0
---------- --------- ---------
Income/(loss)
before interest charges 2 (8) 0
---------- --------- ---------
Interest Charges 3 0 0
---------- --------- ---------
Net Income/(Loss) $ (1) $ (8) $ 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.
HEC INC. AND SUBSIDIARIES
Consolidating Statement of Income (a)
Year Ended December 31, 1999
(Thousands of Dollars)
Eliminations Consolidated
------------ -------------
Operating Revenues $ 868 $ 45,821
------------ -------------
Operating Expenses:
Operation 868 43,314
Maintenance 0 85
Depreciation 0 948
Federal and state income taxes 0 222
Taxes other than income taxes 0 444
------------ -------------
Total operating expenses 868 45,013
------------ -------------
Operating Income/(Loss) 0 808
------------ -------------
Other Income 681 8
------------ -------------
Income/(loss)
before interest charges 681 816
------------ -------------
Interest Charges 273 157
------------ -------------
Net Income/(Loss) $ 408 $ 659
============ =============
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.
HEC INC. AND SUBSIDIARIES
Consolidating Statement of
Retained Earnings (a)
Year Ended December 31, 1999
(Thousands of Dollars)
Select Southwest HEC Energy
Energy HEC Energy Consulting
Contracting, Services Canada,
HEC Inc. Inc. L.L.C. Inc.
-------- ------------ ---------- ----------
Balance at beginning of period $ (562) $ (6) $ (583) $ 3
Addition: Net income/(loss) 659 83 335 (1)
-------- ------------ ---------- ----------
97 77 (248) 2
Allocation of benefits-ESOP 229 0 0 0
-------- ------------ ---------- ----------
Balance at end of period $ (132) $ 77 $ (248) $ 2
======== ============ ========== ==========
HEC INC. AND SUBSIDIARIES
Consolidating Statement of
Capital Surplus, Paid In (a)
Year Ended December 31, 1999
(Thousands of Dollars)
Southwest HEC Energy
Select Energy HEC Energy Consulting
Contracting, Services Canada,
HEC Inc. Inc. L.L.C. Inc.
-------- ------------ ---------- ----------
Balance at beginning of period $ 4,000 $ 10 $ 0 $ 6
Capital contributions from:
NU Enterprises, Inc. 15,000 0 0 0
HEC Inc. 0 9,000 0 0
Goodwill 0 0 0 0
-------- ------------ ---------- ----------
Balance at end of period $19,000 $ 9,010 $ 0 $ 6
======== ============ ========== ==========
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.
HEC INC. AND SUBSIDIARIES
Consolidating Statement of
Retained Earnings (a)
Year Ended December 31, 1999
(Thousands of Dollars)
HEC/
Reeds Tobyhanna
Ferry Energy
Supply Project,
Co, Inc. Inc. Eliminations Consolidated
-------- --------- ------------ ------------
Balance at beginning of period $ 0 $ 0 $ (586) $ (562)
Addition: Net income/(loss) (8) 0 408 659
-------- --------- ------------ ------------
(8) 0 (178) 97
Allocation of benefits-ESOP 0 0 0 229
-------- --------- ------------ ------------
Balance at end of period $ (8) $ 0 $ (178) $ (132)
======== ========= ============ ============
HEC INC. AND SUBSIDIARIES
Consolidating Statement of
Capital Surplus, Paid In (a)
Year Ended December 31, 1999
(Thousands of Dollars)
HEC/
Reeds Tobyhanna
Ferry Energy
Supply Project,
Co, Inc. Inc. Eliminations Consolidated
-------- --------- ------------ ------------
Balance at beginning of period $ 0 $ 0 $ 16 $ 4,000
Capital contributions from:
NU Enterprises, Inc. 0 0 0 15,000
HEC Inc. 0 0 9,000 0
Goodwill 3 0 3 0
-------- --------- ------------ ------------
Balance at end of period $ 3 $ 0 $ 9,019 $ 19,000
======== ========= ============ ============
Note: Individual columns may not add to Consolidated due to rounding.
The accompanying notes are part of these financial statements.
(a) Not covered by auditors' report.
HEC INC. AND SUBSIDIARIES
Consolidating Statement of Cash Flows (a)
Year Ended December 31, 1999
(Thousands of Dollars)
<TABLE>
<CAPTION>
Select Southwest
Energy HEC Energy
Contracting, Services
HEC Inc. Inc. L.L.C.
--------- ----------- ----------
<S> <C> <C> <C>
Operating Activities:
Income/(loss) after interest charges $ 659 $ 83 $ 335
Adjustments to reconcile to net cash
provided by operating activities:
Depreciation 429 495 15
Deferred income taxes and investment tax credits, net 222 0 0
Allocation of ESOP benefits (229) 0 0
Other (uses)/sources of cash (6,218) (11,616) 229
Changes in working capital:
Receivables and accrued utility revenues (3,373) (2,989) (302)
Fuel, materials, and supplies 0 (189) 0
Accounts payable 3,544 1,874 455
Accrued taxes 229 0 0
Other working capital (excludes cash) 1,934 2,384 (272)
--------- ----------- ----------
Net cash flows (used in)/provided by operating activities (2,803) (9,958) 460
--------- ----------- ----------
Financing Activities:
Issuance of long term debt 0 0 200
Net increase in short-term debt 2,500 3,789 0
--------- ----------- ----------
Net cash flows provided by financing activities 2,500 3,789 200
--------- ----------- ----------
Investing Activities:
Investment in plant:
Electric utility plant 0 (1,821) 0
--------- ----------- ----------
Net cash flows used for investments in plant 0 (1,821) 0
Investment in subsidiaries (13,206) 0 0
Capital Contributions 15,000 9,000 0
--------- ----------- ----------
Net cash flows provided by/(used in) investing activities 1,794 7,179 0
--------- ----------- ----------
Net increase in cash for the period 1,491 1,010 660
Cash - beginning of period 246 4 116
--------- ----------- ----------
Cash - end of period $ 1,737 $ 1,014 $ 776
========= =========== ==========
Supplemental Cash Flow Information
Cash paid/(refunded) during the year for:
Interest, net of amounts capitalized $ 127 $ 0 $ 0
========= =========== ==========
Income taxes $ (25) $ 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, 1999
(Thousands of Dollars)
<TABLE>
<CAPTION>
HEC Energy Reeds
Consulting Ferry
Canada, Supply
Inc. Co. Inc. Eliminations Consolidated
-------------------- ------------ ------------
<S> <C> <C> <C> <C>
Operating Activities:
Income/(loss) after interest charges $ (1) $ (8)$ 408 $ 659
Adjustments to reconcile to net cash 0
provided by operating activities: 0
Depreciation 1 8 0 948
Deferred income taxes and investment tax credits, net 0 0 0 222
Allocation of ESOP benefits 0 0 0 (229)
Other (uses)/sources of cash 1 (288) 7 (17,899)
Changes in working capital: 0
Receivables and accrued utility revenues 8 (140) (1,432) (5,363)
Fuel, materials, and supplies 0 0 0 (189)
Accounts payable 60 435 1,436 4,933
Accrued taxes 0 0 0 229
Other working capital (excludes cash) (51) 0 (1) 3,996
---------- --------- ------------ ---------
Net cash flows (used in)/provided by operating activities 18 7 418 (12,693)
---------- --------- ------------ ---------
Financing Activities:
Issuance of long term debt 0 0 0 200
Net increase in short-term debt 0 0 3,789 2,500
---------- --------- ------------ ---------
Net cash flows provided by financing activities 0 0 3,789 2,700
---------- --------- ------------ ---------
Investing Activities:
Investment in plant:
Electric utility plant 0 0 0 (1,821)
---------- --------- ------------ ---------
Net cash flows used for investments in plant 0 0 0 (1,821)
Investment in subsidiaries 0 0 (13,206) 0
Capital Contributions 0 0 9,000 15,000
---------- --------- ------------ ---------
Net cash flows provided by/(used in) investing activities 0 0 (4,206) 13,179
---------- --------- ------------ ---------
Net increase in cash for the period 18 7 0 3,186
Cash - beginning of period 59 0 0 425
---------- --------- ------------ ---------
Cash - end of period $ 77 $ 7 $ 0 $ 3,611
========== ========= ============ =========
Supplemental Cash Flow Information
Cash paid/(refunded) during the year for:
Interest, net of amounts capitalized $ 0 $ 0 $ 0 $ 127
========== ========= ============ =========
Income taxes $ 0 $ 0 $ 0 $ (25)
========== ========= ============ =========
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>
NU ENTERPRISES, INC.
AND SUBSIDIARIES
Consolidating Balance Sheet (a)
Assets
December 31, 1999
(Thousands of Dollars)
<TABLE>
<CAPTION>
Northeast
NU Northeast Generation
Enterprises, Generation Services
Inc. Company Company
------------- ----------- ------------
<S> <C> <C> <C>
Utility Plant, at original cost:
Electric $ 0 $ 0 $ 0
Other 0 0 0
------------- ----------- ------------
0 0 0
Less: Accumulated provision for
depreciation 0 0 0
------------- ----------- ------------
0 0 0
Construction work in progress 0 5 68
------------- ----------- ------------
Total net utility plant 0 5 68
------------- ----------- ------------
Other Property and Investments:
Investments in subsidiary companies,
at equity 103,094 0 0
Other, at cost 0 0 0
------------- ----------- ------------
103,094 0 0
------------- ----------- ------------
Current Assets:
Cash 60 0 85
Special deposits 0 0 0
Notes receivable form affiliated companies 100 0 0
Receivables, net 0 0 0
Receivables from affiliated companies 0 0 2,516
Taxes receivable 97 621 764
Accrued utility revenue 0 0 0
Fuel, materials, and supplies, at
average cost 0 0 0
Prepayments and other 0 0 92
------------- ----------- ------------
257 621 3,457
------------- ----------- ------------
Deferred Charges:
Accumulated deferred income taxes 0 1,530 0
Unamortized debt expense 0 6,384 0
Other 0 0 0
------------- ----------- ------------
0 7,914 0
------------- ----------- ------------
Total Assets $ 103,351 $ 8,540 $ 3,525
============= =========== ============
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>
NU ENTERPRISES, INC.
AND SUBSIDIARIES
Consolidating Balance Sheet (a)
Assets
December 31, 1999
(Thousands of Dollars)
<TABLE>
<CAPTION>
Select
Energy Mode 1
Portland Select Communications,
Pipeline, Inc. Energy, Inc. Inc.
-------------- ------------ ---------------
<S> <C> <C> <C>
Utility Plant, at original cost:
Electric $ 0 $ 0 $ 112
Other 0 2,170 0
-------------- ------------ ---------------
0 2,170 112
Less: Accumulated provision for
depreciation 0 1,050 4
-------------- ------------ ---------------
0 1,120 108
Construction work in progress 0 4,737 529
-------------- ------------ ---------------
Total net utility plant 0 5,857 637
-------------- ------------ ---------------
Other Property and Investments:
Investments in subsidiary companies,
at equity 0 0 0
Other, at cost 9,553 0 6,438
-------------- ------------ ---------------
9,553 0 6,438
-------------- ------------ ---------------
Current Assets:
Cash 0 420 91
Special deposits 0 10,669 0
Notes receivable form affiliated companies 0 18,900 3,000
Receivables, net 0 85,653 11
Receivables from affiliated companies 0 143 0
Taxes receivable 394 22,320 0
Accrued utility revenue 0 13,421 0
Fuel, materials, and supplies, at
average cost 0 1,477 0
Prepayments and other 0 9,314 0
-------------- ------------ ---------------
394 162,317 3,102
-------------- ------------ ---------------
Deferred Charges:
Accumulated deferred income taxes 0 2,349 0
Unamortized debt expense 0 0 0
Other 0 23,542 33
-------------- ------------ ---------------
0 25,891 33
-------------- ------------ ---------------
Total Assets $ 9,947 $ 194,065 $ 10,210
============== ============ ===============
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>
NU ENTERPRISES, INC.
AND SUBSIDIARIES
Consolidating Balance Sheet (a)
Assets
December 31, 1999
(Thousands of Dollars)
<TABLE>
<CAPTION>
HEC Inc.
(consolidated)
(b) Eliminations Consolidated
--------------- ------------- ------------
<S> <C> <C> <C>
Utility Plant, at original cost:
Electric $ 0 $ 0 $ 112
Other 18,437 0 20,608
--------------- ------------- ------------
18,437 0 20,720
Less: Accumulated provision for
depreciation 3,928 0 4,981
--------------- ------------- ------------
14,509 0 15,739
Construction work in progress 0 0 5,339
--------------- ------------- ------------
Total net utility plant 14,509 0 21,078
--------------- ------------- ------------
Other Property and Investments:
Investments in subsidiary companies,
at equity 0 103,094 0
Other, at cost 0 0 15,991
--------------- ------------- ------------
0 103,094 15,991
--------------- ------------- ------------
Current Assets:
Cash 3,611 0 4,267
Special deposits 0 0 10,669
Notes receivable form affiliated companies 0 0 22,000
Receivables, net 8,928 167 94,424
Receivables from affiliated companies 99 644 2,114
Taxes receivable 0 0 24,196
Accrued utility revenue 0 0 13,421
Fuel, materials, and supplies, at
average cost 189 0 1,666
Prepayments and other 271 0 9,677
--------------- ------------- ------------
13,098 811 182,434
--------------- ------------- ------------
Deferred Charges:
Accumulated deferred income taxes 71 800 3,149
Unamortized debt expense 0 0 6,384
Other 7,639 340 30,874
--------------- ------------- ------------
7,710 1,140 40,407
--------------- ------------- ------------
Total Assets $ 35,317 $ 105,045 $ 259,910
=============== ============= ============
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>
NU ENTERPRISES, INC.
AND SUBSIDIARIES
Consolidating Balance Sheet (a)
Capitalization and Liabilities
December 31, 1999
(Thousands of Dollars)
<TABLE>
<CAPTION>
Northeast
NU Northeast Generation
Enterprises, Generation Services
Inc. Company Company
------------- ----------- ------------
<S> <C> <C> <C>
Capitalization:
Common stockholder's equity:
Common stock $ 0 $ 0 $ 0
Capital surplus, paid in 121,745 6,510 2,010
Retained earnings (47,223) (3,156) (1,124)
------------- ----------- ------------
Total common stockholder's equity 74,522 3,354 886
Long-term debt 28,800 0 0
------------- ----------- ------------
Total capitalization 103,322 3,354 886
------------- ----------- ------------
Current Liabilities:
Notes payable to affiliated companies 0 0 900
Advance from parent, non-interest bearing 0 0 0
Accounts payable 0 1,745 205
Accounts payable to affiliated companies 29 1,538 1,531
Accrued taxes 0 0 0
Accrued interest 0 1,899 0
Other 0 4 3
------------- ----------- ------------
29 5,186 2,639
------------- ----------- ------------
Deferred Credits:
Accumulated deferred income taxes 0 0 0
Other 0 0 0
------------- ----------- ------------
0 0 0
------------- ----------- ------------
Total Capitalization and Liabilities $ 103,351 $ 8,540 $ 3,525
============= =========== ============
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>
NU ENTERPRISES, INC.
AND SUBSIDIARIES
Consolidating Balance Sheet (a)
Capitalization and Liabilities
December 31, 1999
(Thousands of Dollars)
<TABLE>
<CAPTION>
Select
Energy Mode 1
Portland Select Communications,
Pipeline, Inc. Energy, Inc. Inc.
-------------- ------------ ---------------
<S> <C> <C> <C>
Capitalization:
Common stockholder's equity:
Common stock $ 0 $ 0 $ 0
Capital surplus, paid in 9,257 90,151 14,357
Retained earnings (13) (55,136) (8,029)
-------------- ------------ ---------------
Total common stockholder's equity 9,244 35,015 6,328
Long-term debt 0 0 0
-------------- ------------ ---------------
Total capitalization 9,244 35,015 6,328
-------------- ------------ ---------------
Current Liabilities:
Notes payable to affiliated companies 0 30,000 0
Advance from parent, non-interest bearing 0 29,400 0
Accounts payable 317 48,434 0
Accounts payable to affiliated companies 1 45,358 956
Accrued taxes 0 290 796
Accrued interest 0 373 0
Other 0 5,195 1
-------------- ------------ ---------------
318 159,050 1,753
-------------- ------------ ---------------
Deferred Credits:
Accumulated deferred income taxes 385 0 182
Other 0 0 1,947
-------------- ------------ ---------------
385 0 2,129
-------------- ------------ ---------------
Total Capitalization and Liabilities $ 9,947 $ 194,065 $ 10,210
============== ============ ===============
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>
NU ENTERPRISES, INC.
AND SUBSIDIARIES
Consolidating Balance Sheet (a)
Capitalization and Liabilities
December 31, 1999
(Thousands of Dollars)
<TABLE>
<CAPTION>
HEC Inc.
(consolidated)
(b) Eliminations Consolidated
--------------- ------------- ------------
<S> <C> <C> <C>
Capitalization:
Common stockholder's equity:
Common stock $ 0 $ 1 $ 0
Capital surplus, paid in 19,000 141,284 121,745
Retained earnings (132) (67,591) (47,223)
--------------- ------------- ------------
Total common stockholder's equity 18,868 73,694 74,522
Long-term debt 725 0 29,525
--------------- ------------- ------------
Total capitalization 19,593 73,694 104,047
--------------- ------------- ------------
Current Liabilities:
Notes payable to affiliated companies 3,500 0 34,400
Advance from parent, non-interest bearing 0 29,400 0
Accounts payable 6,333 165 56,869
Accounts payable to affiliated companies 176 644 48,945
Accrued taxes 450 2 1,534
Accrued interest 0 0 2,273
Other 4,711 1,157 8,757
--------------- ------------- ------------
15,170 31,368 152,778
--------------- ------------- ------------
Deferred Credits:
Accumulated deferred income taxes 232 800 0
Other 322 (817) 3,085
--------------- ------------- ------------
554 (17) 3,085
--------------- ------------- ------------
Total Capitalization and Liabilities $ 35,317 $ 105,045 $ 259,910
=============== ============= ============
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>
NU ENTERPRISES, INC. AND SUBSIDIARIES
Consolidating Statement of Income(a)
Year Ended December 31, 1999
(Thousands of Dollars)
<TABLE>
<CAPTION>
Northeast
NU Northeast Generation
Enterprises, Generation Service,
Inc. Company Company
------------ ---------- ----------
<S> <C> <C> <C>
Operating Revenues $ 0 $ 0 $ 5,458
------------ ---------- ----------
Operating Expenses:
Operation-
Fuel, purchased and net
interchange power 0 0 0
Other 258 5,229 6,938
Maintenance 0 3 119
Depreciation 0 0 0
Federal and state income taxes (96) (2,151) (795)
Taxes other than income taxes 3 74 249
------------ ---------- ----------
Total operating expenses 165 3,155 6,511
------------ ---------- ----------
Operating (Loss)/Income (165) (3,155) (1,053)
------------ ---------- ----------
Other (Loss)/Income:
Equity in earnings of subsidiaries (46,787) 0 0
Other, net 23 0 (30)
Income taxes 0 0 (26)
------------ ---------- ----------
Other (loss)/income, net (46,764) 0 (56)
------------ ---------- ----------
(Loss)/Income before interest charges (46,929) (3,155) (1,109)
------------ ---------- ----------
Interest Charges 0 1 4
borrowed funds ------------ ---------- ----------
$ (46,929) $ (3,156) $ (1,113)
Net Income (Loss) ============ ========== ==========
Note: Individual columns may not add to Consolidated due to rounding.
The accompanying notes are an integral part of these financial statements.
(b) Not covered by auditors' report.
</TABLE>
NU ENTERPRISES, INC. AND SUBSIDIARIES
Consolidating Statement of Income(a)
Year Ended December 31, 1999
(Thousands of Dollars)
<TABLE>
<CAPTION>
Select Energy
Portland MODE 1
Pipeline, Select Communications,
Inc. Energy, Inc. Inc.
------------- ------------ ---------------
<S> <C> <C> <C>
Operating Revenues $ 0 $ 554,924 $ 1,364
------------- ------------ ---------------
Operating Expenses:
Operation-
Fuel, purchased and net
interchange power 0 549,753 0
Other 21 62,051 1,361
Maintenance 0 50 0
Depreciation 0 996 4
Federal and state income taxes (9) (22,518) (2,886)
Taxes other than income taxes 1 1,409 7
------------- ------------ ---------------
Total operating expenses 13 591,741 (1,514)
------------- ------------ ---------------
Operating (Loss)/Income (13) (36,817) 2,878
------------- ------------ ---------------
Other (Loss)/Income:
Equity in earnings of subsidiaries 0 0 0
Other, net 0 (1,088) (7,213)
Income taxes 0 (133) 0
------------- ------------ ---------------
Other (loss)/income, net 0 (1,221) (7,213)
------------- ------------ ---------------
(Loss)/Income before interest charges (13) (38,038) (4,335)
------------- ------------ ---------------
Interest Charges 0 790 0
borrowed funds ------------- ------------ ---------------
$ (13) $ (38,828) $ (4,335)
Net Income (Loss) ============= ============ ===============
Note: Individual columns may not add to Consolidated due to rounding.
The accompanying notes are an integral part of these financial statements.
(b) Not covered by auditors' report.
</TABLE>
NU ENTERPRISES, INC. AND SUBSIDIARIES
Consolidating Statement of Income(a)
Year Ended December 31, 1999
(Thousands of Dollars)
<TABLE>
<CAPTION>
HEC Inc.
Consolidated Eliminations Consolidated
------------ ------------ ------------
<S> <C> <C> <C>
Operating Revenues $ 45,821 $ 720 $ 606,848
------------ ------------ ------------
Operating Expenses:
Operation-
Fuel, purchased and net
interchange power 0 0 549,753
Other 43,314 720 118,451
Maintenance 85 0 258
Depreciation 948 0 1,949
Federal and state income taxes 222 0 (28,233)
Taxes other than income taxes 444 0 2,186
------------ ------------ ------------
Total operating expenses 45,013 720 644,364
------------ ------------ ------------
Operating (Loss)/Income 808 0 (37,516)
------------ ------------ ------------
Other (Loss)/Income:
Equity in earnings of subsidiaries 0 (46,787) 0
Other, net 8 0 (8,301)
Income taxes 0 0 (158)
------------ ------------ ------------
Other (loss)/income, net 8 (46,787) (8,459)
------------ ------------ ------------
(Loss)/Income before interest charges 816 (46,787) (45,975)
------------ ------------ ------------
Interest Charges 157 0 954
borrowed funds ------------ ------------ ------------
$ 659 $ (46,787) $ (46,929)
Net Income (Loss) ============ ============ ============
Note: Individual columns may not add to Consolidated due to rounding.
The accompanying notes are an integral part of these financial statements.
(b) Not covered by auditors' report.
</TABLE>
NU ENTERPRISES, INC. AND SUBSIDIARIES
Consolidating Statement of Retained Earnings (a)
Year Ended December 31, 1999
(Thousands of Dollars)
<TABLE>
<CAPTION>
Northeast
NU Northeast Generation
Enterprises, Generation Service,
Inc. Company Company
------------ ----------- ------------
<S> <C> <C> <C>
Balance at beginning of period $ 0 $ 0 $ 0
Transfer of ownership of Select Energy,
Inc., Mode 1 Communications, Inc. and
HEC Inc. Consolidated from Northeast
Utilities to NU Enterprises, Inc. 0 0 0
Additions:
Net income (loss) (46,929) (3,156) (1,113)
------------ ----------- ------------
(46,929) (3,156) (1,113)
------------ ----------- ------------
Deductions:
Allocation of benefits-ESOP 294 0 11
------------ ----------- ------------
Total deductions 294 0 11
------------ ----------- ------------
Balance at end of period $ (47,223) $ (3,156) $ (1,124)
============ =========== ============
</TABLE>
NU ENTERPRISES, INC. AND SUBSIDIARIES
Consolidating Statement of
Capital Surplus, Paid In (a)
Year Ended December 31, 1999
(Thousands of Dollars)
<TABLE>
<CAPTION>
Northeast
NU Northeast Generation
Enterprises, Generation Service,
Inc. Company Company
------------ ----------- ------------
<S> <C> <C> <C>
Balance at beginning of period $ 0 $ 0 $ 0
Transfer of ownership of Select Energy,
Inc., Mode 1 Communications, Inc. and
HEC Inc. Consolidated from Northeast
Utilities to NU Enterprises, Inc. 0 0 0
Capital Contributions from Northeast Utilities:
Transfer of equity to NU Enterprises, Inc. 20,698 0 0
Cash capital contribution from
Northeast Utilities 100,947 0 0
Capital Contribution from NU Enterprises, Inc. 0 6,500 2,000
Dividend declared on common stock:
$18,000.00 per share 0 0 0
Premium on Common Stock 100 10 10
------------ ----------- ------------
Balance at end of period $ 121,745 $ 6,510 $ 2,010
============ =========== ============
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>
NU ENTERPRISES, INC. AND SUBSIDIARIES
Consolidating Statement of Retained Earnings (a)
Year Ended December 31, 1999
(Thousands of Dollars)
<TABLE>
<CAPTION>
Select Energy
Portland MODE 1
Pipeline, Select Communication
Inc. Energy, Inc. Inc.
------------ ------------ ------------
<S> <C> <C> <C>
Balance at beginning of period $ 0 $ (16,254) $ (3,694)
Transfer of ownership of Select Energy,
Inc., Mode 1 Communications, Inc. and
HEC Inc. Consolidated from Northeast
Utilities to NU Enterprises, Inc. 0 0 0
Additions:
Net income (loss) (13) (38,828) (4,335)
------------ ------------ ------------
(13) (55,082) (8,029)
------------ ------------ ------------
Deductions:
Allocation of benefits-ESOP 0 54 0
------------ ------------ ------------
Total deductions 0 54 0
------------ ------------ ------------
Balance at end of period $ (13) $ (55,136) $ (8,029)
============ ============ ============
</TABLE>
NU ENTERPRISES, INC. AND SUBSIDIARIES
Consolidating Statement of
Capital Surplus, Paid In (a)
Year Ended December 31, 1999
(Thousands of Dollars)
<TABLE>
<CAPTION>
Select Energy
Portland MODE 1
Pipeline, Select Communication
Inc. Energy, Inc. Inc.
------------ ------------ ------------
<S> <C> <C> <C>
Balance at beginning of period $ 0 $ 21,051 $ 16,157
Transfer of ownership of Select Energy,
Inc., Mode 1 Communications, Inc. and
HEC Inc. Consolidated from Northeast
Utilities to NU Enterprises, Inc. 0 0 0
Capital Contributions from Northeast Utilities:
Transfer of equity to NU Enterprises, Inc. 0 0 0
Cash capital contribution from
Northeast Utilities 0 0 0
Capital Contribution from NU Enterprises, Inc. 9,257 69,100 0
Dividend declared on common stock:
$18,000.00 per share 0 0 (1,800)
Premium on Common Stock 0 0 0
------------ ------------ ------------
Balance at end of period $ 9,257 $ 90,151 $ 14,357
============ ============ ============
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>
NU ENTERPRISES, INC. AND SUBSIDIARIES
Consolidating Statement of Retained Earnings (a)
Year Ended December 31, 1999
(Thousands of Dollars)
<TABLE>
<CAPTION>
HEC Inc.
(consolidated) Eliminations Consolidated
-------------- ------------ ------------
<S> <C> <C> <C>
Balance at beginning of period $ (562) $ 0 $ (20,510)
Transfer of ownership of Select Energy,
Inc., Mode 1 Communications, Inc. and
HEC Inc. Consolidated from Northeast
Utilities to NU Enterprises, Inc. 0 (20,510) 20,510
Additions:
Net income (loss) 659 (46,787) (46,929)
-------------- ------------ ------------
97 (67,297) (46,929)
-------------- ------------ ------------
Deductions:
Allocation of benefits-ESOP 229 294 294
-------------- ------------ ------------
Total deductions 229 294 294
-------------- ------------ ------------
Balance at end of period $ (132) $ (67,591) $ (47,223)
============== ============ ============
</TABLE>
NU ENTERPRISES, INC. AND SUBSIDIARIES
Consolidating Statement of
Capital Surplus, Paid In (a)
Year Ended December 31, 1999
(Thousands of Dollars)
<TABLE>
<CAPTION>
HEC Inc.
Consolidated Eliminations Consolidated
-------------- ------------ ------------
<S> <C> <C> <C>
Balance at beginning of period $ 4,000 $ 0 $ 41,208
Transfer of ownership of Select Energy,
Inc., Mode 1 Communications, Inc. and
HEC Inc. Consolidated from Northeast
Utilities to NU Enterprises, Inc. 0 41,208 (41,208)
Capital Contributions from Northeast Utilities:
Transfer of equity to NU Enterprises, Inc. 0 0 20,698
Cash capital contribution from
Northeast Utilities 0 0 100,947
Capital Contribution from NU Enterprises, Inc. 15,000 101,857 0
Dividend declared on common stock:
$18,000.00 per share 0 (1,800) 0
Premium on Common Stock 0 19 100
-------------- ------------ ------------
Balance at end of period $ 19,000 $ 141,284 $ 121,745
============== ============ ============
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>
NU ENTERPRISES, INC. AND SUBSIDIARIES
Consolidating Statement of Cash Flows (a)
Year Ended December 31, 1999
(Thousands of Dollars)
<TABLE>
<CAPTION>
Northeast
NU Northeast Generation
Enterprises Generation Service,
Inc. Company Company
---------- ---------- ----------
<S> <C> <C> <C>
Operating Activities:
(Loss)/income after interest charges $ (46,929) $ (3,156) $ (1,113)
Adjustments to reconcile to net cash
from operating activities:
Depreciation 0 0 0
Deferred income taxes 0 (1,530) 0
Allocation of ESOP benefits (294) 0 (11)
Other sources/(uses) of cash 100 (6,379) (58)
Changes in working capital:
Accounts receivable 0 0 (2,516)
Fuel, materials, and supplies 0 0 0
Accounts payable 29 3,283 1,736
Accrued taxes 0 0 0
Other working capital (excludes cash) (97) 1,282 (853)
---------- ---------- ----------
Net cash flows (used in)/provided by operating activities (47,191) (6,500) (2,815)
---------- ---------- ----------
Financing Activities:
Issuance of long term debt 28,800 0 0
Net increase in short-term debt 0 0 900
Cash dividends on common stock 0 0 0
---------- ---------- ----------
Net cash flows provided by financing activities 28,800 0 900
---------- ---------- ----------
Investing Activities:
Investment in plant:
Electric and other utility plant 0 0 0
---------- ---------- ----------
Net cash flows used for investments in plant 0 0 0
Investment in NU system Money Pool (100) 0 0
Other investments (103,094) 0 0
Capital contributions 100,947 6,500 2,000
Investment in AURORA 0 0 0
Transfer of equity to NUEI 20,698 0 0
---------- ---------- ----------
Net cash flows provided by/(used in) investing activities 18,451 6,500 2,000
---------- ---------- ----------
Net increase in cash for the period 60 0 85
Cash - beginning of period 0 0 0
---------- ---------- ----------
Cash - end of period $ 60 $ 0 $ 85
========== ========== ==========
Supplemental Cash Flow Information
Cash paid/(refunded) during the year for:
Interest, net of amounts capitalized $ 0 $ (1,899) $ 0
========== ========== ==========
Income taxes $ 0 $ 0 $ 0
========== ========== ==========
Note: Individual columns may not add to Consolidated due to rounding.
The accompanying notes are an integral part of these financial statements.
(a) Not covered by auditors' report.
</TABLE>
NU ENTERPRISES, INC. AND SUBSIDIARIES
Consolidating Statement of Cash Flows (a)
Year Ended December 31, 1999
(Thousands of Dollars)
<TABLE>
<CAPTION>
Select Energy
Portland MODE 1
Pipeline, Select Communications
Inc. Energy, Inc. Inc.
---------- ------------- --------------
<S> <C> <C> <C>
Operating Activities:
(Loss)/income after interest charges $ (13) $ (38,828) $ (4,335)
Adjustments to reconcile to net cash
from operating activities:
Depreciation 0 996 4
Deferred income taxes 385 (2,321) (3,764)
Allocation of ESOP benefits 0 (54) 0
Other sources/(uses) of cash 0 779 2,000
Changes in working capital:
Accounts receivable 0 (74,206) (11)
Fuel, materials, and supplies 0 (1,477) 0
Accounts payable 318 59,863 953
Accrued taxes 0 290 796
Other working capital (excludes cash) (394) (27,516) 476
---------- ------------- --------------
Net cash flows (used in)/provided by operating activities 296 (82,474) (3,881)
---------- ------------- --------------
Financing Activities:
Issuance of long term debt 0 0 0
Net increase in short-term debt 0 59,400 0
Cash dividends on common stock 0 0 (1,800)
---------- ------------- --------------
Net cash flows provided by financing activities 0 59,400 (1,800)
---------- ------------- --------------
Investing Activities:
Investment in plant:
Electric and other utility plant 0 (5,812) (536)
---------- ------------- --------------
Net cash flows used for investments in plant 0 (5,812) (536)
Investment in NU system Money Pool 0 (18,900) (3,000)
Other investments (9,553) 2,647 7,391
Capital contributions 9,257 69,100 0
Investment in AURORA 0 (23,542) 0
Transfer of equity to NUEI 0 0 0
---------- ------------- --------------
Net cash flows provided by/(used in) investing activities (296) 23,493 3,855
---------- ------------- --------------
Net increase in cash for the period 0 419 (1,826)
Cash - beginning of period 0 1 1,917
---------- ------------- --------------
Cash - end of period $ 0 $ 420 $ 91
========== ============= ==============
Supplemental Cash Flow Information
Cash paid/(refunded) during the year for:
Interest, net of amounts capitalized $ 0 $ 11 $ 0
========== ============= ==============
Income taxes $ 0 $ (7,143) $ (245)
========== ============= ==============
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>
NU ENTERPRISES, INC. AND SUBSIDIARIES
Consolidating Statement of Cash Flows (a)
Year Ended December 31, 1999
(Thousands of Dollars)
<TABLE>
<CAPTION>
HEC Inc.
Consolidated Eliminations Consolidated
------------- ------------ --------------
<S> <C> <C> <C>
Operating Activities:
(Loss)/income after interest charges $ 659 $ (46,786) $ (46,929)
Adjustments to reconcile to net cash
from operating activities:
Depreciation 948 0 1,949
Deferred income taxes 222 0 (7,008)
Allocation of ESOP benefits (229) (294) (294)
Other sources/(uses) of cash (17,899) 1,222 (22,678)
Changes in working capital:
Accounts receivable (5,363) (812) (81,284)
Fuel, materials, and supplies (189) (1,666)
Accounts payable 4,933 809 70,306
Accrued taxes 229 2 1,313
Other working capital (excludes cash) 3,996 1,157 (24,263)
------------- ------------ --------------
Net cash flows (used in)/provided by operating activities (12,693) (44,702) (110,554)
------------- ------------ --------------
Financing Activities:
Issuance of long term debt 200 0 29,000
Net increase in short-term debt 2,500 29,400 33,400
Cash dividends on common stock 0 (1,800) 0
------------- ------------ --------------
Net cash flows provided by financing activities 2,700 27,600 62,400
------------- ------------ --------------
Investing Activities:
Investment in plant:
Electric and other utility plant (1,821) (2,357) (5,812)
------------- ------------ --------------
Net cash flows used for investments in plant (1,821) (2,357) (5,812)
Investment in NU system Money Pool 0 0 (22,000)
Other investments 0 (103,094) 485
Capital contributions 15,000 101,857 100,947
Investment in AURORA 0 0 (23,542)
Transfer of equity to NUEI 0 20,698 0
------------- ------------ --------------
Net cash flows provided by/(used in) investing activities 13,179 17,104 50,078
------------- ------------ --------------
Net increase in cash for the period 3,186 0 1,924
Cash - beginning of period 425 0 2,343
------------- ------------ --------------
Cash - end of period $ 3,611 $ 0 $ 4,267
============= ============ ==============
Supplemental Cash Flow Information
Cash paid/(refunded) during the year for:
Interest, net of amounts capitalized $ 127 $ 0 $ (1,761)
============= ============ ==============
Income taxes $ (25) $ 0 $ (7,413)
============= ============ ==============
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 39 through 52 in NU's 1999 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 18 through 43 in CL&P's 1999 Annual Report,
which information is incorporated herein by reference.
PSNH Reference is made to "Notes to Financial Statements" contained on
pages 18 through 42 in PSNH's 1999 Annual Report, which information
is incorporated herein by reference.
WMECO Reference is made to "Notes to Consolidated Financial Statements"
contained on pages 18 through 40 in WMECO's 1999 Annual Report,
which information is incorporated herein by reference.
NAEC Reference is made to "Notes to Financial Statements" contained on
pages 16 through 29 in NAEC's 1999 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 1999 Annual Report on Form 10-K for NU. (File No.
1-5324)
A.1.2 1999 Annual Report on Form 10-K for CL&P. (File No.
0-11419)
A.1.3 1999 Annual Report on Form 10-K for PSNH. (File No.
1-6392)
A.1.4 1999 Annual Report on Form 10-K for WMECO. (File
No. 0-7624)
A.1.5 1999 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 1999 Annual Report to Shareholders of Connecticut
Yankee Atomic Power Company. (Exhibit A.1, 1999
National Grid U5S, File No. 30-33)
A.2.2 1999 Annual Report to Shareholders of Maine Yankee
Atomic Power Company. (Exhibit A.2, 1999 National
Grid USA U5S, File No. 30-33)
A.2.3 1999 Annual Report to Shareholders of Vermont Yankee
Nuclear Power Corporation. (Exhibit 6.a, to be
filed with the 1999 National Grid USA U5S, File No.
30-33)
A.2.4 1999 FERC Form 1 of Vermont Yankee Nuclear Power
Corporation. (Exhibit 6.b, 1999 National Grid USA
U5S, File No. 30-33)
# A.2.5 1999 Annual Report to Shareholders of New England
Hydro-Transmission Electric Company, Inc.
# A.2.6 1999 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.
(Exhibit 3.2.3, 1998 NU Form 10-K, File No. 1-5324)
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. (Exhibit B.3.1, 1997 NU Form U53, File No.
30-246)
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 April 1, 1999.
(Exhibit 3.1, 1999 NU Form 10-Q, 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. (Exhibit B.6.1, 1997 NU
Form U5S, File No. 30-246)
B.6.2 Amendment to Certificate of Incorporation of The
Quinnehtuk Company dated June 10, 1975. (Exhibit
B.6.2, 1993 NU Form U5S, File No. 30-246)
B.6.3 By-laws of The Quinnehtuk Company as amended to
February 11, 1998. (Exhibit B.6.3, 1997 NU Form U5S,
File No. 30-246)
B.7 The Rocky River Realty Company
B.7.1 Certificate of Incorporation, as amended, of The
Rocky River Realty Company. (Exhibit 1.9, 1977 NU
Form U5S, File No. 30-246)
B.7.2 Certificate of Amendment to Certificate of
Incorporation of The Rocky River Realty Company,
dated December 26, 1996. (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. (Exhibit B.7.3, 1997 NU
Form U5S, File No. 30-246)
B.7.4 By-laws of The Rocky River Realty Company, as amended
to February 11, 1998. (Exhibit B.7.4, 1997 NU Form
U5S, File No. 30-246)
B.8 Electric Power, Incorporated
B.8.1 Charter of Electric Power, Incorporated dated
January 1, 1955. (Exhibit B.9, 1983 NU Form U5S,
File No. 30-246)
B.8.2 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.8.3 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.8.4 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.9 The Nutmeg Power Company
B.9.1 Certificate of Organization of The Nutmeg Power
Company dated July 19, 1954. (Exhibit B.11, 1983 NU
Form U5S, File No. 30-246)
B.9.2 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.9.3 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.10 The Connecticut Steam Company
B.10.1 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.10.2 Certificate of Amendment to Certificate of
Incorporation of The Connnecticut Steam Company,
dated December 26, 1996. (Exhibit B.12.2, 1996 NU
Form U5S, File No. 30-246)
B.10.3 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.11 Holyoke Water Power Company
B.11.1 Charter of Holyoke Water Power Company, as amended.
(Exhibit 1.8, 1977 NU Form U5S, File No. 30-246)
B.11.2 By-laws of Holyoke Water Power Company, as amended
to February 11, 1998. (Exhibit B.14.2, NU Form U5S,
File No. 30-246)
B.12 Holyoke Power and Electric Company
B.12.1 Charter of Holyoke Power and Electric Company dated
December 5, 1925. (Exhibit B.15, 1983 NU Form U5S,
File No. 30-246)
B.12.2 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.12.3 By-laws of Holyoke Power and Electric Company, as
amended to February 11, 1998. (Exhibit B.15.3, 1997
NU U5S, File No. 30-246)
B.13 Northeast Utilities Service Company
B.13.1 Charter of Northeast Utilities Service Company, as
amended to February 20, 1974. (Exhibit B.16, 1983
NU Form U5S, File No. 30-246)
B.13.2 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.13.3 Certificate of Amendment to Certificate of
Incorporation of Northeast Utilities Service Company,
dated April 27, 1998. (Exhibit B.16.3, 1997 NU Form
U5S, File No. 30-246)
B.13.4 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.14 Northeast Nuclear Energy Company
B.14.1 Charter of Northeast Nuclear Energy Company as
amended to April 24, 1974. (Exhibit B.17, 1983 NU
Form U5S, File No. 30-246)
B.14.2 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.14.3 Certificate of Amendment to Certificate of
Incorporation of Northeast Nuclear Energy Company,
dated April 27, 1998. (Exhibit B.17.3, 1997 NU Form
U5S, File No. 30-246)
B.14.4 By-laws of Northeast Nuclear Energy Company, as
amended to February 11, 1998. (Exhibit B.17.4, 1997
NU Form U5S, File No. 30-246)
* B.15 NU Enterprises, Inc.
* B.15.1 Certificate of Incorporation of NU Enterprises, Inc.
dated December 28, 1998.
* B.15.2 By-laws of NU Enterprises, Inc. dated January 4,
1999.
B.16 HEC, Inc.
B.16.1 Articles of Organization of HEC Inc. dated June 19,
1990. (Exhibit B.19, 1990 NU Form U5S, File No.
30-246)
* B.16.2 By-Laws of HEC Inc., as amended, June 30, 1999.
B.17 Select Energy Contracting, Inc. F/K/A HEC International
Corporation
B.17.1 Articles of Organization of Select Energy
Contracting, Inc. F/K/A HEC International Corporation
dated October 12, 1994. (Exhibit B.19.1, 1994 NU Form
U5S, File No. 30-246)
* B.17.2 Amendment to Articles of Organization of Select
Energy Contracting, Inc. F/K/A HEC International
Corporation, dated July 8, 1999
* B.17.3 By-laws of Select Energy Contracting, Inc. F/K/A HEC
International Corporation dated June 30, 1999.
B.18 HEC Energy Consulting Canada Inc.
B.18.1 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.18.2 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.19 HEC/Tobyhanna Energy Project, Inc.
* B.19.1 Articles of Organization of HEC/Tobyhanna Energy
Project, Inc. dated September 28, 1999.
* B.19.2 By-Laws of HEC/Tobyhanna Energy Project, Inc., dated
September 28, 1999.
* B.20 Reeds Ferry Supply Co., Inc.
* B.20.1 Articles of Agreement of Reeds Ferry Supply Co.,
Inc., dated June 25, 1964.
* B.20.2 By-laws of Reeds Ferry Supply Co., Inc., as Amended
and Restated August 4, 1999.
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 Certificate of Amendment to Certificate of
Incorporation of Connecticut Yankee Atomic Power
Company, dated October 15, 1998. (Exhibit B.22.3,
1998 NU U5S, File No. 30-246)
B.22.4 By-laws of Connecticut Yankee Atomic Power Company,
as amended to March 31, 1999. (Exhibit B.22.4, 1998
NU 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 Charter Oak Energy, Inc.
B.24.1 Certificate of Incorporation of Charter Oak Energy,
Inc., dated September 28, 1988. (Exhibit B.16, 1989
NU Form U5S, File No. 30-246)
B.24.2 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.24.3 Certificate of Amendment to Certificate of
Incorporation of Charter Oak Energy Inc., dated
April 27, 1998. (Exhibit B.25.3, 1997 NU Form U5S,
File No. 30-246)
B.24.4 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.25 COE Development Corporation
B.25.1 Certificate of Incorporation of COE Development
Corporation dated November 6, 1992. (Exhibit B.26.1,
1993 NU Form U5S, File No. 30-246)
B.25.2 Certificate of Amendment to Certificate of
Incorporation of COE Development Corporation, dated
December 26, 1996. (Exhibit B.26.2, 1996 NU Form
U5S, File No. 30-246)
B.25.3 Certificate of Amendment to Certificate of
Incorporation of COE Development Corporation, dated
April 27, 1998. (Exhibit B.27.3, 1997 NU Form U5S
File No. 30-246)
B.25.4 By-laws of COE Development Corporation, as amended
to January 1, 1997. (Exhibit B.26.4, 1996 NU Form
U5S, File No. 30-246)
B.26 COE Argentina II Corp.
B.26.1 Certificate of Incorporation of COE Argentina II
Corp. dated March 14, 1994. (Exhibit B.27.1, 1994
NU Form U5S, File No. 30-246)
B.26.2 Certificate of Amendment to Certificate of
Incorporation of COE Argentina II Corp., dated
December 26, 1996. (Exhibit B.27.2, 1996 NU Form
U5S, File No. 30-246)
B.26.3 Certificate of Amendment to Certificate of
Incorporation of COE Argentina II Corp., dated
April 27, 1998. (Exhibit B.27.3, 1997 NU Form
U5S, File No. 30-246)
B.26.4 By-laws of COE Argentina II Corp., as amended to
January 1, 1997. (Exhibit B.27.4, 1996 NU Form U5S,
File No. 30-246)
B.27 COE Ave Fenix Corporation
B.27.1 Certificate of Incorporation of COE Ave Fenix
Corporation dated May 19, 1995. (Exhibit B.28.1,
1995 NU Form U5S, File No. 30-246)
B.27.2 Certificate of Amendment to Certificate of
Incorporation of COE Ave Fenix Corporation, dated
December 26, 1996. (Exhibit B.28.2, 1996 NU Form
U5S, File No. 30-246)
B.27.3 Certificate of Amendment to Certificate of
Incorporation of COE Ave Fenix Corporation, dated
April 27, 1998. (Exhibit B.28.3, 1997 NU Form U5S,
File No. 30-246)
B.27.4 By-laws of COE Ave Fenix Corporation, as amended to
January 1, 1997. (Exhibit B.28.4, 1996 NU Form U5S,
File No. 30-246)
B.28 New England Hydro-Transmission Corporation
B.28.1 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.28.2 By-laws of New England Hydro-Transmission
Corporation. (Exhibit B.10b, 1988 NEES U5S, File
No. 30-33)
B.29 New England Hydro-Transmission Electric Company
B.29.1 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.29.2 By-Laws of New England Hydro-Transmission Electric
Company. (Exhibit B.11b, 1988 NEES U5S File No.
30-33)
B.30 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.31 Certificate of Formation of Southwest HEC Energy Services
L.L.C., dated November 21, 1995. (Exhibit B.33, 1995 NU Form
U5S, File No. 30-246)
B.32 Mode 1 Communications, Inc.
B.32.1 Certificate of Incorporation of Mode 1
Communications, Inc. dated March 26, 1996.
(Exhibit B.34.1, 1996 NU Form U5S, File No. 30-246)
B.32.2 Certificates of Amendment to Certificate of
Incorporation of Mode 1 Communications, Inc., dated
December 26, 1996 and February 4, 1997.
(Exhibit B.34.2, 1996 NU Form U5S, File No. 30-246)
B.32.3 Certificate of Amendment to Certificate of
Incorporation of Mode l Communications, Inc., dated
April 27, 1998. (Exhibit B.34.3, 1997 NU Form U5S,
File No. 30-246)
B.32.4 By-laws of Mode 1 Communications, Inc., as amended
to January 1, 1997. (Exhibit B.34.4, 1996 NU Form
U5S, File No. 30-246)
B.33 Select Energy, Inc.
B.33.1 Certificate of Incorporation of Select Energy, Inc.
dated September 26, 1996. (Exhibit B.40.1, 1996 NU
Form U5S, File No. 30-246)
B.33.2 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.33.3 Certificate of Amendment to Certificate of
Incorporation of Select Energy, Inc., dated
April 27, 1998. (Exhibit B.40.3, 1997 NU Form U5S,
File No. 30-246)
B.33.4 By-laws of Select Energy, Inc., as amended to May 12,
1997. (Exhibit B.40.4, 1997 NU Form U5S, File No.
30-246)
* B.34 Northeast Generation Company
* B.34.1 Certificate of Incorporation of Northeast Generation
Company, dated December 28, 1998.
* B.34.2 By-laws of Northeast Generation Company, dated
January 4, 1999.
* B.35 Northeast Generation Service Company
* B.35.1 Certificate of Incorporation of Northeast Generation
Service Company, dated December 28, 1998.
* B.35.2 By-laws of Northeast Generation Service Company,
dated January 4, 1999.
* B.36 Select Energy Portland Pipeline, Inc.
* B.36.1 Certificate of Incorporation of Select Energy
Portland Pipeline, Inc., dated March 15, 1999.
* B.36.2 By-laws of Select Energy Portland Pipeline, Inc.,
dated March 17, 1999.
B.37 CL&P Receivables Corporation
B.37.1 Certificate of Incorporation of CL&P Receivables
Corporation, dated September 5, 1997. (Exhibit
B.41.1, 1997 NU Form U5S, File No. 30-246)
B.37.2 Bylaws of CL&P Receivables Corporation, dated
September 12, 1997. (Exhibit B.41.2, 1997 NU Form
U5S, File No. 30-246)
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 Agreement among NU, CL&P and WMECO and several
commercial banks, dated as of November 19, 1999,
(includes Open End Mortgages). (Exhibit No. B.13,
B.14, B.15 and B.16, 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 4.2.16, 1993 NU Form
10-K, File No. 1-5324)
C.2.10 June 1, 1994. (Exhibit 4.2.15, 1994 NU Form 10-K,
File No. 1-5324)
C.2.11 October 1, 1994. (Exhibit 4.2.16, 1994 NU Form 10-K,
File No. 1-5324)
C.2.12 June 1, 1996. (Exhibit 4.2.16, 1996 NU Form 10-K,
File No. 1-5324)
C.2.13 January 1, 1997. (Exhibit 4.2.17, 1996 NU Form 10-K,
File No. 1-5324)
C.2.14 May 1, 1997. (Exhibit 4.19, File No. 333-30911)
C.2.15 June 1, 1997. (Exhibit 4.20, File No. 333-30911)
C.2.16 June 1, 1997. (Exhibit 4.2.17, 1997 NU Form 10-K,
File No. 1-5324)
C.2.17 May 1, 1998. (Exhibit 4.2.17, 1998 NU Form 10-K
File No. 1-5324)
C.2.18 May 1, 1998. (Exhibit 4.2.18, 1998 NU Form 10-K,
File No. 1-5324)
C.2.19 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.2.20 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.2.21 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.2.22 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.2.23 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.2.24 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.2.25 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.2.25.1 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.2.25.2 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.2.25.3 Amendment No. 1, dated January 21, 1998,
to the Standby Bond Purchase Agreement,
dated January 23, 1997. (Exhibit 4.2.24.3,
1997 NU Form 10-K, File No. 1-5324)
C.2.25.4 Amendment No. 2, dated December 9, 1998,
to the Standby Bond Purchase Agreement,
dated January 23, 1997. (Exhibit
4.2.25.14, 1998 NU Form 10-K File, No.
1-5324)
C.2.25.5 Amendment No. 3, dated November 5, 1999,
to the Standby Bond Purchase Agreement,
dated January 23, 1997. (Exhibit 4.2.25.5,
1999 NU Form 10-K, File No. 1-5324)
C.2.25.6 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.2.26 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.2.27 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.2.28 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 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.3.3 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.3.4 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.3.5 Series D (Taxable New Issue) Amended and Restated
PCRB Loan and Trust Agreement dated as of April 1,
1999. (Exhibit 4.3.6, 1999 NU Form 10-K, File No.
1-5324)
C.3.5.1 Third Series D Letter of Credit and
Reimbursement Agreement, dated April 14,
1999. (Exhibit 4.3.6.1, 1999 NU Form
10-K, File No. 1-5324)
C.3.6 Series E (Taxable New Issue) Amended and Restated
PCRB Loan and Trust Agreement dated as of April 1,
1999. (Exhibit 4.3.7, 1999 NU Form 10-K, File No.
1-5324)
C.3.6.1 Third Series E Letter of Credit and
Reimbursement Agreement dated April 14,
1999. (Exhibit 4.3.7.1, 1999 NU Form 10-K,
File No. 1-5324)
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 4.4.2, 1998 NU Form 10-K,
File No. 1-5324)
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 4.4.12, 1993 NU Form 10-K,
File No. 1-5324)
C.4.8 May 1, 1997. (Exhibit 4.11, File No. 33-51185)
C.4.9 July 1, 1997. (Exhibit 4.4.10, 1997 NU form 10-K,
File No. 1-5324)
C.4.10 May 1, 1998. (Exhibit 4.4.10, 1998 NU Form 10-K,
File No. 1-5324)
C.4.11 May 1, 1998. (Exhibit 4.4.11, 1998 NU Form 10-K,
File No. 1-5324)
C.4.12 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.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 Amendment to Exhibit C.10.1 dated September 29,
1998. (Exhibit 10.49.1, 1998 NU Form 10-K, File
No. 1-5324)
* C.10.3 Amendment to Exhibit C.10.1 dated September 29,
1999.
C.10.4 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. TAX ALLOCATION AGREEMENTS
D.1 Amended and Restated Tax Allocation Agreement, dated as of
January 1, 1990. (Exhibit D, 1994 NU Form U5S, File No.
30-246)
D.2 First Amendment, dated as of October 26, 1998, to the Amended
and Restated Tax Allocation Agreement, dated as of January 1,
1990. (Exhibit D, Amendment No. 2 to 1997 NU Form U5S, File
No. 30-246)
* D.3 Second Amendment, dated as of March 1, 2000, to the Amended and
Restated Tax Allocation Agreement, dated as of January 1, 1990.
*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.
EXHIBIT B.15.1
NU ENTERPRISES, INC.
CERTIFICATE OF INCORPORATION
The undersigned incorporator hereby forms a corporation under the
Business Corporation Act of the State of Connecticut:
Article I. The name of the corporation is: NU Enterprises, Inc.
Article II. There shall be one class of capital stock, designated
"Common Stock" and having a par value of $1.00 per share, of which there
shall be a total of 20,000 authorized shares.
Article III. The name and business address of initial registered agent
is as follows:
Theresa H. Allsop
107 Selden Street
Berlin, CT 06037
The residence address of the initial registered agent is as follows:
1833 Asylum Avenue
West Hartford, CT 06117
The initial registered agent hereby accepts appointment:
Theresa H. Allsop
Article IV. 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.
Dated this 28th day of December, 1998.
Tracy A. DeCredico
107 Selden Street
Berlin, CT 06037
EXHIBIT B.15.2
NU ENTERPRISES, INC.
BY-LAWS
Adopted January 4, 1999
NU ENTERPRISES, 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 each year on the day and at the hour designated
by the Board of Directors.
Section 3. Notice of all annual and special 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 sixty 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 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.
Section 6. Any action which may be taken at a meeting of shareholders may be
taken by one or more consents in writing, setting forth the action so taken
or to be taken, bearing the date of signature and signed by all of the
persons who would be entitled to vote upon such action at a meeting, or by
their duly authorized attorneys.
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,
by telephone, voice mail or other electronic means, or by mail 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 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 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 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, subject to those powers expressly reserved to
the Board of Directors under Connecticut law. 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 manual or facsimile
signatures of the President or any Vice President and the Treasurer, any
Assistant Treasurer, Secretary or any Assistant Secretary and a seal of the
Company or its facsimile.
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.16.2
HEC INC.
BY-LAWS
Amended June 30, 1999
B Y - L A W S
Of
HEC Inc.
ARTICLE I
STOCKHOLDERS
Section 1. Annual Meeting. The annual meeting of the stockholders of this
corporation shall be held during the month of April, May or June in each year
on such day and at such hour, as the Board of Directors may from time to time
determine. The purposes for which the annual meeting is to be held, in
addition to those prescribed by law, by the Articles of Organization (herein
used to refer to the Articles of Organization as amended from time to time)
or by these By-Laws (herein used to refer to these By-Laws as amended from
time to time), may be specified by the directors or the President. In the
event an annual meeting is not so held, a special meeting in lieu of the
annual meeting may be held with all the force and effect of an annual
meeting. Such special meeting shall be called in the manner and as provided
for special stockholders' meetings.
Section 2. Special Meetings. Special meetings of the stockholders shall be
held whenever called by the President, or a majority of the Board of
Directors then in office, or whenever called in any other manner as provided
by law.
Section 3. Place of Stockholders' Meetings. Each meeting of the
stockholders, annual or special, shall be held at such place either within or
outside the Commonwealth of Massachusetts as may be designated by the
directors.
Section 4. Notice of Stockholders' Meetings. A written notice of all
meetings of stockholders stating the place, date and hour thereof and the
purposes for which the meeting is to be held shall be given by the Clerk, or
an Assistant Clerk, or in case of his or her death, absence, incapacity or
refusal, by any other person designated by the Board of Directors, at least
seven days before the meeting, or such longer period before the meeting as
may be required by law, to each stockholder entitled to vote thereat, and to
each stockholder who under the Articles of Organization or these By-Laws is
entitled to such notice, by leaving such notice with such stockholder or at
his or her residence or usual place of business or by mailing it, postage
prepaid, and addressed to such stockholder at his or her address as it
appears on the books of the corporation.
Section 5. Waiver of Notice. Notice of the place, date, hour or purposes of
any annual or special meeting of the stockholders need not be given to any
stockholder entitled to notice thereof, if such stockholder executes before
or after the meeting a written waiver of notice that is filed with the
records of the meeting.
Section 6. Quorum; Adjournment. At any meeting of the stockholders, a
quorum with respect to each matter shall consist of the presence in person or
by proxy of the holders of record of a majority in interest, or such greater
percentage in interest as may be required by law, the Articles of
Organization or these By-Laws to take action with respect to such matter, of
(i) all stock issued, outstanding and entitled to vote on such matter at such
meeting, and (ii) all stock of each class and series issued, outstanding and
entitled by law, the Articles of Organization or these By-Laws to vote as a
separate class or series on such matter at such meeting. Whether or not a
quorum is present, the holders of record of a majority in interest of the
capital stock of the corporation at that time issued, outstanding and
entitled to vote who are present in person or by proxy at a meeting or, if no
such holder is present in person or by proxy, any officer entitled to preside
or act as Clerk of such meeting may adjourn the meeting to a future date from
time to time. In the event of such adjournment of a meeting at which a
quorum is present, the meeting may be held as adjourned without further
notice if the date, time and place to which the meeting is adjourned are
announced before adjournment.
ARTICLE II
BOARD OF DIRECTORS
Section 1. Number of Directors and Qualifications. A Board of Directors
(divided into classes if required by the Articles of Organization or these
By-Laws) shall be elected at the annual meeting of the stockholders or at any
meeting held in lieu thereof as herein before provided. The stockholders
shall at such meeting determine the number of directors to be elected, but
such number shall be not less than three, except that whenever there shall be
only two stockholders the number of directors may be not less than two and
whenever there shall be only one stockholder or prior to the issuance of any
stock the number of directors may be not less than one. For purposes of this
section, stock held in the name of two or more persons shall be deemed to be
held by a single stockholder. The stockholders may at a special meeting held
for the purpose during any year increase or decrease the number of directors.
The directors may, by a vote of a majority then in office, increase the
number of directors. Subject to the provisions of this Article II, each
director shall serve until the next annual meeting of stockholders or any
meeting held in lieu thereof as herein before provided and until his or her
successor is duly chosen and qualified.
Section 2. Vacancies. Vacancies in the Board of Directors, however
occurring, including a vacancy resulting from the enlargement of the Board,
may be filled by a vote of a majority of the directors then in office.
Section 3. Powers of Directors. The business of the corporation shall be
managed by the Board of Directors. In the management and control of the
property, business, and affairs of the corporation, the Board of Directors
may exercise all the powers of the corporation except such as are conferred
by law or these By-Laws or the Articles of Organization upon the
stockholders.
Section 4. Executive and Other Committees. The Board of Directors may elect
from its members an Executive Committee and any other Committee or
Committees, each having such number of directors as the Board of Directors
shall determine. Members of all such Committees shall serve during the
pleasure of the Board of Directors. The Board of Directors shall elect or
appoint a Chairman of each such Committee. In the event that any member of a
Committee shall cease to be a director of the corporation for any reason,
such member shall forthwith cease to be a member of such Committee. To the
fullest extent permitted by law, the Executive Committee shall, during the
intervals between meetings of the Board of Directors, possess and may
exercise, subject to such specific directions or limitations, if any, as may
be given or imposed by the Board of Directors, all the powers of the Board of
Directors, including, without limitation, the management of the current and
ordinary business of the corporation, the authorization of the execution on
behalf of the corporation of contracts, deeds and other legal instruments
with or without the corporate seal, the issuance of capital stock and all
the powers of the Board of Directors stated in these By-Laws other than the
power to alter or repeal these By-Laws and other powers the delegation of
which is expressly forbidden by law. Any other Committee shall possess and
may exercise any powers of the Board of Directors expressly delegated to such
Committee by the Board of Directors, other than those powers the delegation
of which is expressly forbidden by law. All action taken by a Committee
shall be subject to revision or alteration by the Board of Directors;
provided that no rights or acts of third parties shall be affected by any
such revision or alteration. Each Committee shall fix its own rules of
procedure, shall meet as provided by such rules or by resolution of the Board
of Directors, and shall keep records of its actions and proceedings, which
records shall be made available for examination by the Board of Directors. A
majority of the members of a Committee shall constitute a quorum and, in
every case where a quorum is present, the affirmative vote of a majority of
the members of such Committee present at any meeting shall be necessary for
the adoption of any resolution by such Committee.
Section 5. Directors' Meetings. Regular meetings of the Board of Directors
may be held in such places, on such dates and at such times as the Board may
determine. A regular meeting of the Board of Directors shall be held without
notice immediately after the adjournment of the annual meeting of the
stockholders or any meeting held in lieu thereof as herein before provided.
Section 6. Special Meetings. Special meetings of the Board of Directors may
be held at any time or place whenever called by the President or a director.
Written or printed notice of the place, date and hour of each such special
meeting shall be given by the Clerk, Assistant Clerk, President or director
calling the meeting to each director at least two business days before such
meeting; delivering by hand, sending by overnight delivery service or
overnight mail, fees and postage prepaid, or transmitting by telegram,
telecopy or telex a writing containing such notice to the director's
residence or usual place of business at least two business days before such
meeting; or orally communicating such notice to the director by telephone or
in person at least twenty-four hours before such meeting.
Section 7. Waiver of Notice. Notice of a meeting need not be given to any
director who executes, before or after the meeting, a written waiver of
notice that is filed with the records of the meeting, or to any director who
attends the meeting without protesting prior thereto or at its commencement
the lack of notice to him or her.
Section 8. Quorum. One-third of the directors then in office shall
constitute a quorum for the transaction of business at any meeting of the
Board of Directors. Whether or not a quorum is present, a majority of the
directors present at a meeting may adjourn the meeting to a future date from
time to time, and the meeting may be held as adjourned without further notice
if a quorum is then present and the date, time and place to which the
meeting is adjourned are announced before adjournment. Except as otherwise
required by law, the Articles of Organization or these By-Laws, the act of a
majority of the directors present at a meeting at which a quorum is present
shall be the act of the Board of Directors.
Section 9. Participation in Meeting. Any member of the Board of Directors
or any Committee may participate in a meeting by means of a conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other at the same time and
participation by such means shall constitute presence in person at a meeting.
Section 10. Consent in Lieu of Directors Meeting. Any action required or
permitted to be taken at any meeting of the Board of Directors or any
Committee may be taken without a meeting if a majority of the directors or a
majority of the members of such Committee consent to the action in writing
and the written consents are filed with the records of the meetings of
directors or of such Committee. Such consents shall be treated for all
purposes as a vote at a meeting.
Section 11. Removal. Any director, including a director elected by
directors to fill a vacancy in the Board of Directors, may be removed from
office with or without cause by the vote of a majority of the directors then
in office. A director may be removed for cause only after being afforded
reasonable notice and an opportunity to be heard before the body proposing
to remove him or her.
Section 12. Resignation. Any director of the corporation may resign by
delivering or causing to be delivered to the President, the Clerk or an
Assistant Clerk, a written resignation, which shall take effect on being so
delivered or at such other time as may be therein specified.
Section 13. Compensation. The compensation of all directors as directors
(if any) may be fixed by the Board of Directors.
ARTICLE III
OFFICERS
Section 1. Principal Officers - Election Thereof - Eligibility. The
officers of the corporation shall be a President, a Treasurer, a Clerk, one
or more Assistant Clerks, and a Chairman of the Board and such other officers
as the Board of Directors may elect or appoint. The President, Treasurer,
Clerk and one or more Assistant Clerks shall be elected by the directors at
their first regular meeting following the annual meeting of the stockholders
or any meeting held in lieu thereof as herein before provided. Subject to
the
provisions of this Article III, the President, the Treasurer, the Clerk and
one or more Assistant Clerks shall each hold office until the first regular
meeting of the Board of Directors following the next annual meeting of the
stockholders or any meeting held in lieu thereof as herein before provided
and until his or her successor is duly elected and qualified. The Clerk shall
be a resident of the Commonwealth of Massachusetts unless the corporation
has a resident agent appointed for the purpose of service of process. The
same person may occupy two or more offices in the corporation.
Section 2. Additional Officers and Agents. The Board of Directors in its
discretion may appoint one or more additional officers or agents of the
corporation, from time to time or at any time it may deem advisable, and may
prescribe their powers and duties and the terms of their offices. Any
officer or agent of the corporation appointed by the directors pursuant
hereto shall, subject to the provisions of this Article III, hold office
until the first regular meeting of the Board of Directors following the next
annual meeting of stockholders or any meeting held in lieu thereof as herein
before provided and until his or her successor is duly appointed and
qualified.
Section 3. Removal. Officers elected or appointed by the Board of Directors
may be removed from their respective offices with or without cause by vote of
a majority of the directors then in office.
Section 4. Resignation. Any officer may resign by delivering or causing to
be delivered to the President or the Clerk a written resignation, which shall
take effect on being so delivered or at such other time as may be therein
specified.
Section 5. Vacancies. Vacancies in any office, however occurring, may be
filled by the Board of Directors.
Section 6. Compensation. The compensation of officers may be fixed by the
Board of Directors.
Section 7. Delegation of Authority of Officers. The Board of Directors may
at any time delegate the powers and duties, or any of them, of any officer to
any other officer or to a committee of officers.
ARTICLE IV
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 1. Definitions. For purposes of this Article IV, the following
terms shall have the following meanings:
"Indemnitee" means any person who serves or has served as a director or
officer of the corporation;
"Proceeding" means any action, suit or proceeding, whether civil, criminal or
investigatory, brought or threatened in or before any court, tribunal, or
administrative or legislative body or agency; and
"Expense" means any liability fixed by a judgment, order, decree or award in
a Proceeding, any liability reasonably incurred in connection with the
settlement of a Proceeding and any professional fees and other expenses
reasonably incurred in connection with a Proceeding or the settlement
thereof.
Section 2. General. Except as otherwise expressly provided by this Article
IV, the corporation shall indemnify each Indemnitee and his or her heirs and
personal representatives against all Expenses incurred by any of them in
connection with any Proceeding in which any of them is involved as a result
of such Indemnitee's serving or having served as a director or officer of the
corporation or, at the request of the corporation, as a director, officer,
employee or other agent of any other organization or in any capacity with
respect to any employee benefit plan.
No indemnification shall be provided to an Indemnitee or his or her heirs or
personal representatives with respect to any matter as to which it shall have
been adjudicated in any Proceeding that (i) such Indemnitee did not act in
good faith in the reasonable belief that his or her action was in the best
interest of the corporation or, to the extent that such matter related to
service with respect to an employee benefit plan, in the best interest of the
participants or beneficiaries of such employee benefit plan, or the actions
of such Indemnitee involved intentional misconduct or a knowing violation of
law, (ii) the Indemnitee breached his or her duty of loyalty to the
corporation or its stockholders, or (iii) such Indemnitee derived an improper
personal benefit. In addition, the liability of an Indemnitee shall not be
eliminated or limited under section sixty-one or sixty-two of chapter one
hundred and fifty-six B of the General Laws of Massachusetts.
Notwithstanding any other provision of this Article IV, an Indemnitee and his
or her heirs and personal representatives shall not be entitled to
indemnification under this Article IV with respect to acts or omissions
occurring during any period in which such Indemnitee was not a director of
the corporation except to the extent expressly approved by vote of the Board
of Directors of the corporation.
Indemnification under this Article IV shall include, but shall not be limited
to, payment by the corporation of Expenses incurred by an Indemnitee or his
or her heirs or personal representatives in defending a Proceeding in advance
of the final disposition of such Proceeding; provided, however, that the
corporation has first received an undertaking from such Indemnitee, or such
heirs or personal representatives, to repay to the corporation all such
advance payments if such Indemnitee, heir or personal representative shall be
adjudicated in any Proceeding to be not entitled to such indemnification
under this Article IV.
An Indemnitee and his or her heirs and personal representatives shall be
entitled to indemnification under this Article IV against all Expenses
incurred by any of them in connection with any Proceeding initiated by any of
them in which any of them successfully enforces his or her right to
indemnification under this Article IV (an "Enforcement Proceeding").
An Indemnitee and his or her heirs and personal representatives shall not be
entitled to indemnification under this Article IV against Expenses incurred
by any of them in connection with any Proceeding initiated by any of them
other than an Enforcement Proceeding unless the initiation of such Proceeding
was expressly approved in advance by vote of the Board of Directors of the
corporation.
In any Enforcement Proceeding, and in any other Proceeding which involves, or
in which is sought, a determination as to whether or not an Indemnitee or any
of his or her heirs and personal representatives is entitled to
indemnification under this Article IV, the party or parties seeking a
determination that he or she is not so entitled shall bear the burden of
proving the same.
Nothing in this Article IV shall limit any lawful rights to indemnification
existing independently of this Article IV. Nothing in this Article IV shall
be construed as limiting in any manner the power of the Board of Directors of
the corporation to provide indemnification to any person who is not a
director of the corporation and who serves as an officer, employee or other
agent of the corporation, who serves at the corporation's request as a
director, officer, employee or other agent of another organization or who
serves at the corporation's request in any capacity with respect to any
employee benefit plan.
This Article IV shall be deemed for all purposes to constitute a written
agreement between the corporation and each Indemnitee that may be altered,
amended or repealed in accordance with Article X of these By-Laws, provided
that no alteration, amendment or repeal of this Article IV shall adversely
affect the rights and protection afforded to an Indemnitee and his or her
heirs and personal representatives under this Article IV for acts or
omissions occurring before such alteration, amendment or repeal.
ARTICLE V
CHAIRMAN OF THE BOARD
The Chairman of the Board, if such office shall be provided for and filled by
the Directors, shall preside when present at all meetings of the Board of
Directors and may preside at meetings of the stockholders. He shall exercise
such powers and perform such duties as shall be assigned to or required of
him from time to time by the Board of Directors.
ARTICLE VI
PRESIDENT
In the absence of the Chairman of the Board, if such office has been provided
for an filled by the Directors, the President shall preside at all meetings
of the stockholders at which he or she may be present.
In the absence or disability of the President, or in case of an unfilled
vacancy in that office, the Board of Directors may designate a Vice-President
or other officer of the corporation to perform the duties and exercise the
powers of the President.
ARTICLE VII
TREASURER
The Treasurer shall have responsibility for the care and custody of the funds
and books of account of the corporation and shall have and exercise all the
powers and duties commonly incident to such office. The Treasurer may
endorse for deposit or collection all checks, notes, drafts and instruments
for the payment of money, payable to the corporation or to its order. He or
she shall cause to be kept accurate books of account of all monies received
and paid on account of the corporation.
If required by the Board of Directors, the Treasurer shall give the
corporation a bond, in such sum and with such surety or sureties as shall be
satisfactory to the Board, for the faithful performance of the duties of such
office and for the restoration to the corporation, in case of the Treasurer's
death, resignation, retirement or removal from office, of all the
corporation's books, papers, vouchers, money and other property of whatever
kind in possession or under control of the Treasurer.
ARTICLE VIII
CLERK AND ASSISTANT CLERK
The Clerk shall keep accurate records of all meetings and actions of the
stockholders and shall perform all the duties commonly incident to such
office and shall perform such other duties and have such other powers as the
Board of Directors shall from time to time designate or as may be otherwise
provided for in these By-Laws. The Clerk shall act as Secretary to the Board
of Directors and keep accurate records of all its meetings and actions. An
Assistant Clerk shall have all the powers of the Clerk except as specifically
limited by a vote of the Board of Directors. In the absence of the Clerk and
any Assistant Clerk, a Clerk Pro Tempore may be elected or appointed by the
directors to perform the Clerk's duties.
ARTICLE IX
CAPITAL STOCK
The Board of Directors shall have authority, without first offering the same
or any part of the same to any present or future stockholders for
subscription, to issue the whole or any part of any unissued capital stock
from time to time authorized under the Articles of Organization of this
corporation to such persons, firms, corporations or other organizations, in
such manner and amounts, for such consideration or considerations permitted
by law and upon such other terms and conditions permitted by law as the
directors may in their discretion from time to time determine. No
stockholders shall have any pre-emptive rights to acquire stock of the
corporation.
ARTICLE X
SEAL
The corporation may have a seal, which shall consist of a flat-faced circular
die with the name of the corporation, the year of incorporation, and the word
"Massachusetts" cut or engraved thereon.
ARTICLE XI
AMENDMENTS
These By-Laws may be altered, amended, or repealed by the stockholders at any
annual or special meeting of the stockholders. If permitted by the Articles
of Organization, these By-Laws may be altered, amended or repealed by the
Board of Directors at any regular or special meeting of the Board of
Directors, except with respect to any alteration, amendment or repeal that by
law, the Articles of Organization or these By-Laws requires action by the
stockholders; provided, however, that any By-Laws adopted by the Board of
Directors may be amended or repealed by the stockholders. Notice of any such
alteration, amendment, or repeal shall be contained in the notice or waiver
of notice of such meeting. Not later than the time of giving notice of the
meeting of stockholders next following the making, altering, amending or
repealing by the directors of any By-Law, notice stating the substance
thereof shall be given to all stockholders entitled to vote on amending these
By-Laws.
EXHIBIT B.17.2
The Commonwealth of Massachusetts
William Francis Galvin
Secretary of the Commonwealth
One Ashburton Place, Boston, Massachusetts 02108-1512
ARTICLES OF AMENDMENT
(General Laws, Chapter 156B, Section 72)
We, Thomas W. Philbin, "President" and Linda A. Jensen, "Clerk" of
HEC International Corporation,
(Exact name of corporation)
located at 24 Prime Parkway, Natick, MA 01760,
(Street address of corporation in Massachusetts)
certify that these Articles of Amendment affecting articles numbered:
1
(Number those articles 1, 2, 3, 4, 5 and/or 6 being amended)
of the Articles of Organization were duly adopted at a meeting held on
July 8, 1999, by vote of:
100 shares of Common Stock of 100 shares outstanding.
(type, class & series, if any)
1** being at least a majority of each type, class or series outstanding and
entitled to vote thereon
*Delete the inapplicable words. **Delete the inapplicable clause.
1 For amendments adopted pursuant to Chapter 156B, Section 70.
2 For amendments adopted pursuant to Chapter 156B. Section 71.
Note: If the space provided under any article or item on this form is
insufficient, additions shall be set forth on one side only of separate 8 x
11 sheets of paper with a left margin of at least 1 inch. Additions to more
than one article may be made on a single sheet so long as each article
requiring each addition is clearly indicated
To change the number of shares and the par value (if any) of any type, class
or series of stock which the corporation is authorized to issue, fill in the
following:
The total presently authorized is: n/a
WITHOUT PAR VALUE STOCKS WITH PAR VALUE STOCKS
TYPE NUMBER OF SHARES TYPE NUMBER OF SHARES PAR VALUE
Common: Common:
Preferred: Preferred:
Change the total authorized to: n/a
WITHOUT PAR VALUE STOCKS WITH PAR VALUE STOCKS
TYPE NUMBER OF SHARES TYPE NUMBER OF SHARES PAR VALUE
Common: Common:
Preferred: Preferred:
The corporation voted to change the name of the corporation to:
SELECT ENERGY CONTRACTING, INC.
The foregoing amendment(s) will become effective when these Articles of
Amendment are filed in accordance with General Laws, Chapter 156B, Section 6
unless these articles specify, in accordance with the vote adopting the
amendment, a later effective date not more than thirty days after such
filing, in which event the amendment will become effective on such later
date.
Later effective date: .
SIGNED UNDER THE PENALTIES OF PERJURY, this 8th day of July, 1999,
/s/Thomas W. Philbin, "President"
/s/Linda A. Jensen, "Clerk"
*Delete the inapplicable words.
EXHIBIT B.17.3
SELECT ENERGY CONTRACTING, INC.
BY-LAWS
Amended
June 30, 1999
July 9, 1999
B Y - L A W S
Of
Select Energy Contracting, Inc.
ARTICLE I
STOCKHOLDERS
Section 1. Annual Meeting. The annual meeting of the stockholders of
this corporation shall be held during the month of April, May or June in each
year on such day and at such hour, as the Board of Directors may from time to
time determine. The purposes for which the annual meeting is to be held, in
addition to those prescribed by law, by the Articles of Organization (herein
used to refer to the Articles of Organization as amended from time to time)
or by these By-Laws (herein used to refer to these By-Laws as amended from
time to time), may be specified by the directors or the President. In the
event an annual meeting is not so held, a special meeting in lieu of the
annual meeting may be held with all the force and effect of an annual
meeting. Such special meeting shall be called in the manner and as provided
for special stockholders' meetings.
Section 2. Special Meetings. Special meetings of the stockholders
shall be held whenever called by the President, or a majority of the Board of
Directors then in office, or whenever called in any other manner as provided
by law.
Section 3. Place of Stockholders' Meetings. Each meeting of the
stockholders, annual or special, shall be held at such place either within or
outside the Commonwealth of Massachusetts as may be designated by the
directors.
Section 4. Notice of Stockholders' Meetings. A written notice of all
meetings of stockholders stating the place, date and hour thereof and the
purposes for which the meeting is to be held shall be given by the Clerk, or
an Assistant Clerk, or in case of his or her death, absence, incapacity or
refusal, by any other person designated by the Board of Directors, at least
seven days before the meeting, or such longer period before the meeting as
may be required by law, to each stockholder entitled to vote thereat, and to
each stockholder who under the Articles of Organization or these By-Laws is
entitled to such notice, by leaving such notice with such stockholder or at
his or her residence or usual place of business or by mailing it, postage
prepaid, and addressed to such stockholder at his or her address as it
appears on the books of the corporation.
Section 5. Waiver of Notice. Notice of the place, date, hour or
purposes of any annual or special meeting of the stockholders need not be
given to any stockholder entitled to notice thereof, if such stockholder
executes before or after the meeting a written waiver of notice that is filed
with the records of the meeting.
Section 6. Quorum; Adjournment. At any meeting of the stockholders, a
quorum with respect to each matter shall consist of the presence in person or
by proxy of the holders of record of a majority in interest, or such greater
percentage in interest as may be required by law, the Articles of
Organization or these By-Laws to take action with respect to such matter, of
(i) all stock issued, outstanding and entitled to vote on such matter at such
meeting, and (ii) all stock of each class and series issued, outstanding and
entitled by law, the Articles of Organization or these By-Laws to vote as a
separate class or series on such matter at such meeting. Whether or not a
quorum is present, the holders of record of a majority in interest of the
capital stock of the corporation at that time issued, outstanding and
entitled to vote who are present in person or by proxy at a meeting or, if no
such holder is present in person or by proxy, any officer entitled to preside
or act as Clerk of such meeting may adjourn the meeting to a future date from
time to time. In the event of such adjournment of a meeting at which a
quorum is present, the meeting may be held as adjourned without further
notice if the date, time and place to which the meeting is adjourned are
announced before adjournment.
ARTICLE II
BOARD OF DIRECTORS
Section 1. Number of Directors and Qualifications. A Board of
Directors (divided into classes if required by the Articles of Organization
or these By-Laws) shall be elected at the annual meeting of the stockholders
or at any meeting held in lieu thereof as hereinbefore provided. The
stockholders shall at such meeting determine the number of directors to be
elected, but such number shall be not less than three, except that whenever
there shall be only two stockholders the number of directors may be not less
than two and whenever there shall be only one stockholder or prior to the
issuance of any stock the number of directors may be not less than one. For
purposes of this section, stock held in the name of two or more persons shall
be deemed to be held by a single stockholder. The stockholders may at a
special meeting held for the purpose during any year increase or decrease the
number of directors. The directors may, by a vote of a majority then in
office, increase the number of directors. Subject to the provisions of this
Article II, each director shall serve until the next annual meeting of
stockholders or any meeting held in lieu thereof as hereinbefore provided and
until his or her successor is duly chosen and qualified.
Section 2. Vacancies. Vacancies in the Board of Directors, however
occurring, including a vacancy resulting from the enlargement of the Board,
may be filled by a vote of a majority of the directors then in office.
Section 3. Powers of Directors. The business of the corporation shall
be managed by the Board of Directors. In the management and control of the
property, business, and affairs of the corporation, the Board of Directors
may exercise all the powers of the corporation except such as are conferred
by law or these By-Laws or the Articles of Organization upon the
stockholders.
Section 4. Executive and Other Committees. The Board of Directors may
elect from its members an Executive Committee and any other Committee or
Committees, each having such number of directors as the Board of Directors
shall determine. Members of all such Committees shall serve during the
pleasure of the Board of Directors. The Board of Directors shall elect or
appoint a Chairman of each such Committee. In the event that any member of a
Committee shall cease to be a director of the corporation for any reason,
such member shall forthwith cease to be a member of such Committee. To the
fullest extent permitted by law, the Executive Committee shall, during the
intervals between meetings of the Board of Directors, possess and may
exercise, subject to such specific directions or limitations, if any, as may
be given or imposed by the Board of Directors, all the powers of the Board of
Directors, including, without limitation, the management of the current and
ordinary business of the corporation, the authorization of the execution on
behalf of the corporation of contracts, deeds and other legal instruments
with or without the corporate seal, the issuance of capital stock and all
the powers of the Board of Directors stated in these By-Laws other than the
power to alter or repeal these By-Laws and other powers the delegation of
which is expressly forbidden by law. Any other Committee shall possess and
may exercise any powers of the Board of Directors expressly delegated to such
Committee by the Board of Directors, other than those powers the delegation
of which is expressly forbidden by law. All action taken by a Committee
shall be subject to revision or alteration by the Board of Directors;
provided that no rights or acts of third parties shall be affected by any
such revision or alteration. Each Committee shall fix its own rules of
procedure, shall meet as provided by such rules or by resolution of the Board
of Directors, and shall keep records of its actions and proceedings, which
records shall be made available for examination by the Board of Directors. A
majority of the members of a Committee shall constitute a quorum and, in
every case where a quorum is present, the affirmative vote of a majority of
the members of such Committee present at any meeting shall be necessary for
the adoption of any resolution by such Committee.
Section 5. Directors' Meetings. Regular meetings of the Board of
Directors may be held in such places, on such dates and at such times as the
Board may determine. A regular meeting of the Board of Directors shall be
held without notice immediately after the adjournment of the annual meeting
of the stockholders or any meeting held in lieu thereof as hereinbefore
provided.
Section 6. Special Meetings. Special meetings of the Board of
Directors may be held at any time or place whenever called by the President
or a director. Written or printed notice of the place, date and hour of each
such special meeting shall be given by the Clerk, Assistant Clerk, President
or director calling the meeting to each director at least two business days
before such meeting; delivering by hand, sending by overnight delivery
service or overnight mail, fees and postage prepaid, or transmitting by
telegram, telecopy or telex a writing containing such notice to the
director's residence or usual place of business at least two business days
before such meeting; or orally communicating such notice to the director by
telephone or in person at least twenty-four hours before such meeting.
Section 7. Waiver of Notice. Notice of a meeting need not be given to
any director who executes, before or after the meeting, a written waiver of
notice that is filed with the records of the meeting, or to any director who
attends the meeting without protesting prior thereto or at its commencement
the lack of notice to him or her.
Section 8. Quorum. One-third of the directors then in office shall
constitute a quorum for the transaction of business at any meeting of the
Board of Directors. Whether or not a quorum is present, a majority of the
directors present at a meeting may adjourn the meeting to a future date from
time to time, and the meeting may be held as adjourned without further notice
if a quorum is then present and the date, time and place to which the
meeting is adjourned are announced before adjournment. Except as otherwise
required by law, the Articles of Organization or these By-Laws, the act of a
majority of the directors present at a meeting at which a quorum is present
shall be the act of the Board of Directors.
Section 9. Participation in Meeting. Any member of the Board of
Directors or any Committee may participate in a meeting by means of a
conference telephone or similar communications equipment by means of which
all persons participating in the meeting can hear each other at the same time
and participation by such means shall constitute presence in person at a
meeting.
Section 10. Consent in Lieu of Directors Meeting. Any action required
or permitted to be taken at any meeting of the Board of Directors or any
Committee may be taken without a meeting if a majority of the directors or a
majority of the members of such Committee consent to the action in writing
and the written consents are filed with the records of the meetings of
directors or of such Committee. Such consents shall be treated for all
purposes as a vote at a meeting.
Section 11. Removal. Any director, including a director elected by
directors to fill a vacancy in the Board of Directors, may be removed from
office with or without cause by the vote of a majority of the directors then
in office. A director may be removed for cause only after being afforded
reasonable notice and an opportunity to be heard before the body proposing to
remove him or her.
Section 12. Resignation. Any director of the corporation may resign by
delivering or causing to be delivered to the President, the Clerk or an
Assistant Clerk, a written resignation, which shall take effect on being so
delivered or at such other time as may be therein specified.
Section 13. Compensation. The compensation of all directors as
directors (if any) may be fixed by the Board of Directors.
ARTICLE III
OFFICERS
Section 1. Principal Officers - Election Thereof - Eligibility. The
officers of the corporation shall be a President, a Treasurer, a Clerk, one
or more Assistant Clerks, and a Chairman of the Board and such other officers
as the Board of Directors may elect or appoint. The President, Treasurer,
Clerk and one or more Assistant Clerks shall be elected by the directors at
their first regular meeting following the annual meeting of the stockholders
or any meeting held in lieu thereof as hereinbefore provided. Subject to the
provisions of this Article III, the President, the Treasurer, the Clerk and
one or more Assistant Clerks shall each hold office until the first regular
meeting of the Board of Directors following the next annual meeting of the
stockholders or any meeting held in lieu thereof as hereinbefore provided and
until his or her successor is duly elected and qualified. The Clerk shall be
a resident of the Commonwealth of Massachusetts unless the corporation has a
resident agent appointed for the purpose of service of process. The same
person may occupy two or more offices in the corporation.
Section 2. Additional Officers and Agents. The Board of Directors in
its discretion may appoint one or more additional officers or agents of the
corporation, from time to time or at any time it may deem advisable, and may
prescribe their powers and duties and the terms of their offices. Any
officer or agent of the corporation appointed by the directors pursuant
hereto shall, subject to the provisions of this Article III, hold office
until the first regular meeting of the Board of Directors following the next
annual meeting of stockholders or any meeting held in lieu thereof as
hereinbefore provided and until his or her successor is duly appointed and
qualified.
Section 3. Removal. Officers elected or appointed by the Board of
Directors may be removed from their respective offices with or without cause
by vote of a majority of the directors then in office.
Section 4. Resignation. Any officer may resign by delivering or
causing to be delivered to the President or the Clerk a written resignation,
which shall take effect on being so delivered or at such other time as may be
therein specified.
Section 5. Vacancies. Vacancies in any office, however occurring, may
be filled by the Board of Directors.
Section 6. Compensation. The compensation of officers may be fixed by
the Board of Directors.
Section 7. Delegation of Authority of Officers. The Board of Directors
may at any time delegate the powers and duties, or any of them, of any
officer to any other officer or to a committee of officers.
ARTICLE IV
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 1. Definitions. For purposes of this Article IV, the following
terms shall have the following meanings:
"Indemnitee" means any person who serves or has served as a director or
officer of the corporation;
"Proceeding" means any action, suit or proceeding, whether civil,
criminal or investigatory, brought or threatened in or before any court,
tribunal, or administrative or legislative body or agency; and
"Expense" means any liability fixed by a judgment, order, decree or
award in a Proceeding, any liability reasonably incurred in connection with
the settlement of a Proceeding and any professional fees and other expenses
reasonably incurred in connection with a Proceeding or the settlement
thereof.
Section 2. General. Except as otherwise expressly provided by this
Article IV, the corporation shall indemnify each Indemnitee and his or her
heirs and personal representatives against all Expenses incurred by any of
them in connection with any Proceeding in which any of them is involved as a
result of such Indemnitee's serving or having served as a director or
officer of the corporation or, at the request of the corporation, as a
director, officer, employee or other agent of any other organization or in
any capacity with respect to any employee benefit plan.
No indemnification shall be provided to an Indemnitee or his or her
heirs or personal representatives with respect to any matter as to which it
shall have been adjudicated in any Proceeding that (i) such Indemnitee did
not act in good faith in the reasonable belief that his or her action was in
the best interest of the corporation or, to the extent that such matter
related to service with respect to an employee benefit plan, in the best
interest of the participants or beneficiaries of such employee benefit plan,
or the actions of such Indemnitee involved intentional misconduct or a
knowing violation of law, (ii) the Indemnitee breached his or her duty of
loyalty to the corporation or its stockholders, or (iii) such Indemnitee
derived an improper personal benefit. In addition, the liability of an
Indemnitee shall not be eliminated or limited under section sixty-one or
sixty-two of chapter one hundred and fifty-six B of the General Laws of
Massachusetts.
Notwithstanding any other provision of this Article IV, an Indemnitee
and his or her heirs and personal representatives shall not be entitled to
indemnification under this Article IV with respect to acts or omissions
occurring during any period in which such Indemnitee was not a director of
the corporation except to the extent expressly approved by vote of the Board
of Directors of the corporation.
Indemnification under this Article IV shall include, but shall not be
limited to, payment by the corporation of Expenses incurred by an Indemnitee
or his or her heirs or personal representatives in defending a Proceeding in
advance of the final disposition of such Proceeding; provided, however, that
the corporation has first received an undertaking from such Indemnitee, or
such heirs or personal representatives, to repay to the corporation all such
advance payments if such Indemnitee, heir or personal representative shall be
adjudicated in any Proceeding to be not entitled to such indemnification
under this Article IV.
An Indemnitee and his or her heirs and personal representatives shall be
entitled to indemnification under this Article IV against all Expenses
incurred by any of them in connection with any Proceeding initiated by any of
them in which any of them successfully enforces his or her right to
indemnification under this Article IV (an "Enforcement Proceeding").
An Indemnitee and his or her heirs and personal representatives shall
not be entitled to indemnification under this Article IV against Expenses
incurred by any of them in connection with any Proceeding initiated by any of
them other than an Enforcement Proceeding unless the initiation of such
Proceeding was expressly approved in advance by vote of the Board of
Directors of the corporation.
In any Enforcement Proceeding, and in any other Proceeding which
involves, or in which is sought, a determination as to whether or not an
Indemnitee or any of his or her heirs and personal representatives is
entitled to indemnification under this Article IV, the party or parties
seeking a determination that he or she is not so entitled shall bear the
burden of proving the same.
Nothing in this Article IV shall limit any lawful rights to
indemnification existing independently of this Article IV. Nothing in this
Article IV shall be construed as limiting in any manner the power of the
Board of Directors of the corporation to provide indemnification to any
person who is not a director of the corporation and who serves as an officer,
employee or other agent of the corporation, who serves at the corporation's
request as a director, officer, employee or other agent of another
organization or who serves at the corporation's request in any capacity with
respect to any employee benefit plan.
This Article IV shall be deemed for all purposes to constitute a written
agreement between the corporation and each Indemnitee that may be altered,
amended or repealed in accordance with Article X of these By-Laws, provided
that no alteration, amendment or repeal of this Article IV shall adversely
affect the rights and protection afforded to an Indemnitee and his or her
heirs and personal representatives under this Article IV for acts or
omissions occurring before such alteration, amendment or repeal.
ARTICLE V
CHAIRMAN OF THE BOARD
The Chairman of the Board, if such office shall be provided for and
filled by the Directors, shall preside when present at all meetings of the
Board of Directors and may preside at meetings of the stockholders. He shall
exercise such powers and perform such duties as shall be assigned to or
required of him from time to time by the Board of Directors.
ARTICLE VI
PRESIDENT
In the absence of the Chairman of the Board, if such office has been
provided for an filled by the Directors, the President shall preside at all
meetings of the stockholders at which he or she may be present.
In the absence or disability of the President, or in case of an unfilled
vacancy in that office, the Board of Directors may designate a Vice-President
or other officer of the corporation to perform the duties and exercise the
powers of the President.
ARTICLE VII
TREASURER
The Treasurer shall have responsibility for the care and custody of the
funds and books of account of the corporation and shall have and exercise all
the powers and duties commonly incident to such office. The Treasurer may
endorse for deposit or collection all checks, notes, drafts and instruments
for the payment of money, payable to the corporation or to its order. He or
she shall cause to be kept accurate books of account of all monies received
and paid on account of the corporation.
If required by the Board of Directors, the Treasurer shall give the
corporation a bond, in such sum and with such surety or sureties as shall be
satisfactory to the Board, for the faithful performance of the duties of such
office and for the restoration to the corporation, in case of the Treasurer's
death, resignation, retirement or removal from office, of all the
corporation's books, papers, vouchers, money and other property of whatever
kind in possession or under control of the Treasurer.
ARTICLE VIII
CLERK AND ASSISTANT CLERK
The Clerk shall keep accurate records of all meetings and actions of the
stockholders and shall perform all the duties commonly incident to such
office and shall perform such other duties and have such other powers as the
Board of Directors shall from time to time designate or as may be otherwise
provided for in these By-Laws. The Clerk shall act as Secretary to the Board
of Directors and keep accurate records of all its meetings and actions. An
Assistant Clerk shall have all the powers of the Clerk except as specifically
limited by a vote of the Board of Directors.
In the absence of the Clerk and any Assistant Clerk, a Clerk Pro Tempore
may be elected or appointed by the directors to perform the Clerk's duties.
ARTICLE IX
CAPITAL STOCK
The Board of Directors shall have authority, without first offering the
same or any part of the same to any present or future stockholders for
subscription, to issue the whole or any part of any unissued capital stock
from time to time authorized under the Articles of Organization of this
corporation to such persons, firms, corporations or other organizations, in
such manner and amounts, for such consideration or considerations permitted
by law and upon such other terms and conditions permitted by law as the
directors may in their discretion from time to time determine. No
stockholders shall have any pre-emptive rights to acquire stock of the
corporation.
ARTICLE X
SEAL
The corporation may have a seal, which shall consist of a flat-faced
circular die with the name of the corporation, the year of incorporation, and
the word "Massachusetts" cut or engraved thereon.
ARTICLE XI
AMENDMENTS
These By-Laws may be altered, amended, or repealed by the stockholders
at any annual or special meeting of the stockholders. If permitted by the
Articles of Organization, these By-Laws may be altered, amended or repealed
by the Board of Directors at any regular or special meeting of the Board of
Directors, except with respect to any alteration, amendment or repeal that by
law, the Articles of Organization or these By-Laws requires action by the
stockholders; provided, however, that any By-Laws adopted by the Board of
Directors may be amended or repealed by the stockholders. Notice of any such
alteration, amendment, or repeal shall be contained in the notice or waiver
of notice of such meeting. Not later than the time of giving notice of the
meeting of stockholders next following the making, altering, amending or
repealing by the directors of any By-Law, notice stating the substance
thereof shall be given to all stockholders entitled to vote on amending these
By-Laws.
EXHIBIT B.19.1
The Commonwealth of Massachusetts
William Francis Galvin
Secretary of the Commonwealth
One Ashburton Place, Boston, Massachusetts 02108-1512
ARTICLES OF ORGANIZATION
(General Laws, Chapterm 156B)
ARTICLE I
The exact name of the corporation is:
HEC/Tobyhanna Energy Project, Inc.
ARTICLE II
The purpose of the corporation is to engage in the following business
activities:
(see attached pages 2A and 2B)
Note: If the space provided under any article or item on this form is
insufficient, additions shall be set forth on one side only of
separate 8-1/2 x 11 sheets of paper with a left margin of at least
1 inch. Additions to more than one article may be P.C. made on a
single sheet so long as each article requiring each addition is
clearly indicated
ARTICLE III
State the total number of shares and par value, if any, of each class of
stock which the corporation is authorized to issue.
WITHOUT PAR VALUE WITH PAR VALUE
TYPE NUMBER OF SHARES TYPE NUMBER OF SHARES PAR VALUE
Common: Common: 100 $1.00
Preferred: Preferred:
ARTICLE IV
If more than one class of stock is authorized, state a distinguishing
designation for each class. Prior to the issuance of any shares of a class,
if shares of another class are outstanding, the corporation must provide a
description of the preferences, voting powers, qualifications, and special or
relative rights or privileges of that class and of each other class of which
shares are outstanding and of each series then established within any class.
N/A
ARTICLE V
The restrictions, if any, imposed by the Articles of Organization upon the
transfer of shares of stock of any class are:
None
ARTICLE VI
**Other lawful provisions, if any, for the conduct and regulation of the
business and affairs 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 of any class of stockholders:
(see attached page 6A)
**If there are no provisions state "None".
Note: The preceding six (6) articles are considered to be permanent and may
ONLY be changed by filing appropriate Articles of Amendment.
ARTICLE VII
The effective date of organization of the corporation shall be the date
approved and filed by the Secretary of the Commonwealth. If a later
effective date is desired, specify such date which shall not be more than
thirty days after the date of filing.
ARTICLE VIII
The information contained in Article VIII is not a permanent part of the
Articles of Organization.
a. The street address (post office boxes are not acceptable) of the
principal office of the corporation in Massachusetts is:
24 Prime Parkway
Natick, MA 01760
b. The name, residential address and post office address of each director
and officer of the corporation is as follows:
NAME
President: Thomas W. Philbin
RESIDENTIAL ADDRESS
62 Far Reach Road
Westwood, MA 02090
POST OFFICE ADDRESS
Same
NAME
Treasurer: Linda A. Jensen
RESIDENTIAL ADDRESS
250 Pond Street
Jamaica Plain, MA 02130
POST OFFICE ADDRESS
Same
NAME
Clerk: Linda A. Jensen
RESIDENTIAL ADDRESS
As above
POST OFFICE ADDRESS
Same
NAME
Directors: Thomas W. Philbin
RESIDENTIAL ADDRESS
As above
POST OFFICE ADDRESS
Same
NAME
Directors: David S. Dayton
RESIDENTIAL ADDRESS
49 Taylor Road
Acton, MA 01720
POST OFFICE ADDRESS
Same
NAME
Directors: James B. Redden
RESIDENTIAL ADDRESS
One Pueblo Road
Medfield, MA 02052
POST OFFICE ADDRESS
Same
NAME
Sr. V President: James B. Redden
RESIDENTIAL ADDRESS
As above
POST OFFICE ADDRESS
Same
NAME
Assistant Clerk: Marie A. Sullivan
RESIDENTIAL ADDRESS
112 Belle Woods Drive
Glastonbury, CT 06033
POST OFFICE ADDRESS
Same
NAME
Asst. Treasurer: David R. McHale
RESIDENTIAL ADDRESS
15 Withe Pass
Burlington, CT 06013
POST OFFICE ADDRESS
Same
c. The fiscal year (i.e., tax year) of the corporation shall end on the last
day of the month of: December
d. The name and business address of the resident agent, if any, of the
corporation is: N/A
ARTICLE IX
By-laws of the corporation have been duly adopted and the president,
treasurer, clerk and directors whose names are set forth above, have been
duly elected.
IN WITNESS WHEREOF AND UNDER THE PAINS AND PENALTIES OF PERJURY, I/we, whose
signature(s) appear below as incorporator(s) and whose name(s) and business
or residential address(es) are clearly typed or printed beneath each
signature do hereby associate with the intention of forming this corporation
under the provisions of General Laws, Chapter 156B and do hereby sign these
Articles of Organization as incorporator(s) this 28th day of September, 1999.
/s/ Carlene P. Moore
Carlene P. Moore, Incorporator
c/o Nixon Peabody LLP
101 Federal Street
Boston, MA 02110-1832
Note: If an existing corporation is acting as incorporator, type in the exact
name of the corporation, the state or other jurisdiction where it was
incorporated, the name of the person signing on behalf of said
corporation and the title he/she holds or other authority by which such
action is taken.
THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF ORGANIZATION
(General Laws, Chapter 156(B)
I hereby certify that, upon examination of these Articles of Organiza-
tion, duly submitted to me, it appears that the provisions of the General
Laws relative to the organization of corporations have been complied
with, and I hereby approve said articles; and the filing fee in the amount
of $ having been paid, said articles are deemed to have been
filed with me this day of 19 .
Effective date:
WILLIAM FRANCIS GALVIN
Secretary of the Commonwealth
FILING FEE: One tenth of one percent of the total authorized capital
stock, but not less than $200.00. For the purpose of filing, shares of
stock with a par value less than $1.00, or no par stock, shall be deemed
to have a par value of $1.00 per share.
TO BE FILED IN BY CORPORATION
Photocopy of document to be sent to:
Mr. Len Rodriguez
Northeast Utilities System
107 Selden Street, Berlin, CT 06037
Telephone: 1-203/665-5000
ARTICLE II 2A
(a) i) To design, develop, construct, install, own, test, operate, monitor
and maintain energy cost savings measures (the "Project") located at or
serving the Tobyhanna Army Depot in Tobyhanna, Pennsylvania ("TYAD") pursuant
to an Energy Savings Performance Contract and related Task Order;
ii) to execute, issue, deliver and perform any and all other
agreements, documents, instruments and obligations arising out of or relating
to the acquisition, ownership, construction, development, maintenance and
financing of the Project;
iii) to execute, deliver and perform all of its obligations under and
pursuant to the terms and obligations under and pursuant to the terms and
conditions of the Trust Indenture and Security Agreement Relating to an
Energy Savings Performance Contract Project (the "Trust Indenture") with
United States Trust Company of New York, as Trustee;
iv) to execute, deliver and perform all of its obligations under and
pursuant to the terms and conditions of the Project Loan Agreement with
United States Trust Company of New York;
v) to issue, deliver and perform all of its obligations under the
Certificates of Participation in the aggregate amount of $26 million, to be
issued and delivered by it under the Trust Indenture and the Certificate
Purchase Agreement;
vi) to issue, deliver and perform all of its obligations under any
additional Certificates of Participation issued under and in accordance with
the Trust Indenture;
vii) to execute, issue, deliver and perform all such other agreements,
certificates, obligations, pledges and documents as may be necessary or
appropriate in connection with the Project, the Trust Indenture, the Project
Loan Agreement, the Certificate Purchase Agreement, the other Project
Financing Documents (as defined in the Trust Indenture), and any and all
amendments to any of the foregoing permitted by or entered into in accordance
with the terms thereof, and the transactions contemplated thereby
(collectively, the "Project Documents");
viii) to take any and all other action necessary to maintain the
existence of the Corporation as a corporation in good standing under the laws
of the Commonwealth of Massachusetts and to qualify the Corporation to do
business as a foreign corporation in each other jurisdiction where such
qualification is necessary or desirable; and
ix) to engage in any activity and to exercise any power permitted to a
corporation under the laws of the Commonwealth of Massachusetts that are
related or incidental to the foregoing and necessary, convenient or advisable
to accomplish the foregoing.
(b) Notwithstanding any other provision of these Articles of Organization
and any provision of law that otherwise so empowers the Corporation, the
Corporation shall not incur any indebtedness for borrowed money, or assume or
guaranty any indebtedness for borrowed money of any other entity, other then
(i) indebtedness incurred pursuant to the Project Loan Agreement and/or Trust
Indenture, or (ii) indebtedness permitted under or not otherwise prohibited
by any of the Project Documents.
ARTICLE VI 6A
(a) All corporate powers shall be exercised by the Board of Directors,
except as provided by statute or by these Articles of Organization.
(b) Notwithstanding any other provision of these Articles of Organization
and any provision of law, so long as any Certificates of Participation or any
other obligations of the Corporation under the Project Documents are
outstanding, the Corporation shall not do any of the following:
(i) engage in any business or activity other than as set forth in Article Two
hereof;
(ii) sell or dispose of any of its other property or assets;
(iii) enter into any lease (as lessee) of property.
(iv) enter into any transaction of sale, merger or consolidation or change
its form of organization or its business;
(v) any Person; or
(vi) without the unanimous affirmative vote of the members of the Board of
Directors of the Corporation (A) dissolve or liquidate, in whole or
in part, or institute proceedings to be adjudicated bankrupt or
insolvent, (B) consent to the institution of bankruptcy or insolvency
proceedings against it, (C) file a petition seeking or consent to
reorganization or relief under any applicable federal or state law
relating to bankruptcy, (D) consent to the appointment of a receiver,
liquidator, assignee, trustee or suquestrator (or other similar official)
of the Corporation or a substantial part of its proxy, (E) make a general
assignment for the benefit of creditors, (F) admit in writing its
inability to pay its debts generally as they become due or (G) take
any corporate action in furtherance of the actions set forth in clauses
(A) though (F) of this paragraph (vi).
c) Notwithstanding any other provision of these Articles of Organization and
any provision of law, so long as any Certificates of Participation or any
other obligations of the Corporation under the Project Documents are
outstanding, the Corporation shall ensure at all times that it maintains
corporate records and books of account which are separate from those of any
other corporation, company or entity, including its affiliates and that it
maintains its assets in a manner that facilitates their identification and
segregation from those of any of its affiliates.
EXHIBIT B.19.2
BY-LAWS
OF
HEC/TOBYHANNA ENERGY PROJECT, INC.
Adopted September 28, 1999
BY-LAWS
OF
HEC/TOBYHANNA ENERGY PROJECT, INC.
ARTICLE I
STOCKHOLDERS
Section 1. Annual Meeting. The annual meeting of the stockholders of this
corporation shall be held in the month of June, July, August or September of
each year or on such date as shall be fixed from time to time by the Board of
Directors. The purposes for which the annual meeting is to be held, in
addition to those prescribed by law, by the Articles of Organization (herein
used to refer to the Articles of Organization as amended from time to time)
or by these By-Laws (herein used to refer to these By-Laws as amended from
time to time), may be specified by the directors or the President. In the
event an annual meeting is not so held, a special meeting in lieu of the
annual meeting may be held with all the force and effect of an annual
meeting. Such special meeting shall be called in the manner and as provided
for special stockholders' meetings.
Section 2. Special Meetings. Special meetings of the stockholders may
be called by the President or a majority of the Board of Directors then in
office, and shall be called by the Clerk or, in the case of his or her death,
absence, incapacity or refusal, by any other officer, upon written
application of one or more stockholders who are entitled to vote and who hold
at least one-tenth part in interest of the capital stock entitled to vote at
the meeting. Such application shall state the purposes of the meeting and
the President or the Clerk shall fix the time and place thereof.
Section 3. Place of Stockholders' Meetings. All meetings of the
stockholders shall be held at the principal office of the corporation in the
Commonwealth, at any other place within the Commonwealth or elsewhere in the
United States.
Section 4. Notice of Stockholders' Meetings. A written notice of all
meetings of stockholders stating the place, date and hour thereof and the
purposes for which the meeting is to be held shall be given by the Clerk, or
in case of his or her death, absence, incapacity or refusal, by any other
person designated by the Board of Directors, at least seven days before the
meeting, or such longer period before the meeting as may be required by law,
to each stockholder entitled to vote thereat, and to each stockholder who
under the Articles of Organization or these By-Laws is entitled to such
notice, by leaving such notice with such stockholder or at his or her
residence or usual place of business or by mailing it, postage prepaid, and
addressed to such stockholder at his or her address as it appears on the
books of the corporation.
Section 5. Waiver of Notice. Notice of the place, date, hour or
purposes of any annual or special meeting of the stockholders need not be
given to any stockholder entitled to notice thereof, if such stockholder or
his or her attorney thereunto authorized executes before or after the meeting
a written waiver of notice which is filed with the records of the meeting.
Section 6. Quorum; Adjournment. At any meeting of the stockholders, a
quorum with respect to each matter shall consist of the presence in person or
by proxy of the holders of record of a majority in interest, or such greater
percentage in interest as may be required by law, the Articles of
Organization or these By-Laws to take action with respect to such matter, of
(i) all stock issued, outstanding and entitled to vote on such matter at such
meeting, and (ii) all stock of each class and series issued, outstanding and
entitled by law, the Articles of Organization or these By-Laws to vote as a
separate class or series on such matter at such meeting. Whether or not a
quorum is present, the holders of record of a majority in interest of the
capital stock of the corporation at that time issued, outstanding and
entitled to vote who are present in person or by proxy at a meeting or, if no
such holder is present in person or by proxy, any officer entitled to preside
or act as Clerk of such meeting may adjourn the meeting to a future date from
time to time. In the event of such adjournment of a meeting at which a
quorum is present, the meeting may be held as adjourned without further
notice if the date, time and place to which the meeting is adjourned are
announced before adjournment.
Section 7. Voting and Proxies. Except as otherwise expressly provided
by the Articles of Organization, every holder of record of capital stock of
the corporation shall be entitled to one vote for each whole share and a
proportionate vote for any fractional share of capital stock held by such
holder. Shares of stock held in the name of two or more persons may be voted
by any one of them acting alone unless at or prior to the time of such vote
the corporation receives a specific written notice of objection from any one
of them. If a quorum with respect to a matter is present at a meeting, a
majority of the votes cast shall decide such matter, unless the matter is one
upon which by express provision of law or of the Articles of Organization or
these By-Laws a different vote is required, in which case such express
provision shall govern. The corporation shall not directly or indirectly
vote any share of its stock, except that this provision shall not limit the
right of the corporation to vote any shares of its stock held directly or
indirectly by it in a fiduciary capacity.
Stockholders of record may vote at any meeting either in person or by
proxy in writing, which shall be filed by the Clerk of the meeting before
being voted. No proxy which is dated more than six months before the meeting
named therein shall be accepted and no such proxy shall be valid after the
final adjournment of such meeting. Notwithstanding the provisions of the
preceding sentence, a proxy coupled with an interest sufficient in law to
support an irrevocable power, including, without limitation, an interest in
the shares or in the corporation generally, may be made irrevocable if it so
provides, need not specify the meeting to which it relates, and shall be
valid and enforceable until the interest terminates, or for such shorter
period as may be specified in the proxy. A proxy with respect to stock held
in the name of two or more persons shall be valid if executed by any one of
them unless at or prior to exercise of the proxy the corporation receives a
specific written notice to the contrary from any one of them. A proxy
purporting to be executed by or on behalf of a stockholder shall be deemed
valid unless challenged at or prior to its exercise and the burden of proving
invalidity shall rest on the challenger.
Section 8. Action without 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. A written consent with respect to stock held in the name of
two or more persons shall be valid if executed by any one of them unless on
or prior to the date of such consent the corporation receives a specific
written notice to the contrary from any one of them.
ARTICLE II
BOARD OF DIRECTORS
Section 1. Number of Directors and Qualifications. A Board of
Directors (divided into classes if required by the Articles of Organization
or these By-Laws) shall be elected at the annual meeting of the stockholders
or at any meeting held in lieu thereof as hereinbefore provided. The
stockholders shall at such meeting determine the number of directors to be
elected, but such number shall be not less than three, except that whenever
there shall be only two stockholders the number of directors shall be not
less than two and whenever there shall be only one stockholder or prior to
the issuance of any stock the number of directors shall be not less than one.
For purposes of this section, stock held in the name of two or more persons
shall be deemed to be held by a single stockholder. In the absence of
affirmative determination by the stockholders, the number of directors to be
elected shall be the same as the number last previously determined by the
stockholders or the directors. The stockholders may at a special meeting
held for the purpose during any year increase or decrease the number of
directors. The directors may, by a vote of a majority then in office,
increase the number of directors. Subject to the provisions of this
Article II, each director shall serve until the next annual meeting of
stockholders or any meeting held in lieu thereof as hereinbefore provided and
until his or her successor is duly chosen and qualified. Directors may, but
need not, be stockholders of the corporation.
Section 2. Powers of Directors. The business of the corporation shall
be managed by the Board of Directors. In the management and control of the
property, business, and affairs of the corporation, the Board of Directors
may exercise all the powers of the corporation except such as are conferred
by law or these By-Laws or the Articles of Organization upon the
stockholders.
Section 3. Executive and Other Committees. The Board of Directors may
elect from its members an Executive Committee and any other Committee or
Committees, each having such number of directors as the Board of Directors
shall determine. Members of all such Committees shall serve during the
pleasure of the Board of Directors. In the event that any member of a
Committee shall cease to be a director of the corporation for any reason,
such member shall forthwith cease to be a member of such Committee. To the
fullest extent permitted by law, the Executive Committee shall, during the
intervals between meetings of the Board of Directors, possess and may
exercise, subject to such specific directions or limitations, if any, as may
be given or imposed by the Board of Directors, all the powers of the Board of
Directors, including, without limitation, the management of the current and
ordinary business of the corporation, the authorization of the execution on
behalf of the corporation of contracts, deeds and other legal instruments
with or without the corporate seal, the issuance of capital stock and all the
powers of the Board of Directors stated in these By-Laws other than the power
to alter or repeal these By-Laws and other powers the delegation of which is
expressly forbidden by law. Any other Committee shall possess and may
exercise any powers of the Board of Directors expressly delegated to such
Committee by the Board of Directors, other than those powers the delegation
of which is expressly forbidden by law. All action taken by a Committee
shall be subject to revision or alteration by the Board of Directors;
provided that no rights or acts of third parties shall be affected by any
such revision or alteration. Each Committee shall fix its own rules of
procedure, shall meet as provided by such rules or by resolution of the Board
of Directors, and shall keep records of its actions and proceedings, which
records shall be made available for examination by the Board of Directors. A
majority of the members of a Committee shall constitute a quorum and in every
case where a quorum is present, the affirmative vote of a majority of the
members of such Committee present at any meeting shall be necessary for the
adoption of any resolution by such Committee.
Section 4. Directors' Meetings. Regular meetings of the Board of
Directors may be held in such places, on such dates and at such times as the
Board may by vote from time to time determine and fix, and if so determined
and fixed, no notice thereof need be given. A regular meeting of the Board
of Directors shall be held without notice immediately after the adjournment
of the annual meeting of the stockholders or any meeting held in lieu thereof
as hereinbefore provided, and at the same place.
Section 5. Special Meetings. Special meetings of the Board of
Directors may be held at any time or place whenever called by the President
or a director. Notice of the place, date and hour of each such special
meeting shall be given by the Clerk, President or director calling the
meeting to each director by sending by mail, postage prepaid, a writing
containing such notice to the director's residence or usual place of business
at least four business days before such meeting; delivering by hand, sending
by overnight delivery service or overnight mail, fees and postage prepaid, or
transmitting by telegram, telecopy or telex a writing containing such notice
to the director's residence or usual place of business at least two business
days before such meeting; or orally communicating such notice to the director
by telephone or in person at least twenty-four hours before such meeting.
Section 6. Waiver of Notice. Notice of a meeting need not be given to
any director who executes, before or after the meeting, a written waiver of
notice which is filed with the records of the meeting or to any director who
attends the meeting without protesting prior thereto or at its commencement
the lack of notice to him or her.
Section 7. Quorum. A majority of the directors then in office shall
constitute a quorum for the transaction of business at any meeting of the
Board of Directors. Whether or not a quorum is present, a majority of the
directors present at a meeting may adjourn the meeting to a future date from
time to time and the meeting may be held as adjourned without further notice
if a quorum is then present and the date, time and place to which the meeting
is adjourned are announced before adjournment. Except as otherwise required
by law, the Articles of Organization or these By-Laws, the act of a majority
of the directors present at a meeting at which a quorum is present shall be
the act of the Board of Directors.
Section 8. Participation in Meeting. Any member of the Board of
Directors or any Committee may participate in a meeting by means of a
conference telephone or similar communications equipment by means of which
all persons participating in the meeting can hear each other at the same time
and participation by such means shall constitute presence in person at a
meeting.
Section 9. Action without Meeting. Any action required or permitted to
be taken at any meeting of the Board of Directors or any Committee may be
taken without a meeting if all the directors or all the members of such
Committee consent to the action in writing and the written consents are filed
with the records of the meetings of directors or of such Committee. Such
consents shall be treated for all purposes as a vote at a meeting.
Section 10. Removal. Any director, including a director elected by
directors to fill a vacancy in the Board of Directors, may be removed from
office with or without cause by the vote of the holders of a majority of the
shares entitled to vote in the election of directors, provided that the
directors of a class elected by a particular class of stockholders may be
removed only by the vote of the holders of a majority of the shares of such
class. Any director, including a director elected by directors to fill a
vacancy in the Board of Directors, may be removed from office at any time for
cause by a vote of a majority of the directors then in office. A director
may be removed for cause only after being afforded reasonable notice and an
opportunity to be heard before the body proposing to remove him or her.
Section 11. Resignation. Any director of the corporation may resign by
delivering or causing to be delivered to the President or the Clerk a written
resignation which shall take effect on being so delivered or at such other
time as may be therein specified.
Section 12. Vacancies. Vacancies in the Board of Directors, however
occurring, including a vacancy resulting from the enlargement of the Board,
may be filled by a vote of a majority of the directors then in office,
provided that holders of a particular class of capital stock may, at a
special meeting of stockholders, by a vote of the holders of a majority of
the shares of such class, elect a successor to a director of a class elected
by such holders whose office is vacant or has been filled by the directors,
and any person so elected shall displace any successor chosen by the
directors.
Section 13. Compensation. The compensation of all directors as
directors (if any) shall be fixed by the Board of Directors.
ARTICLE III
OFFICERS
Section 1. Principal Officers - Election Thereof - Eligibility. The
officers of the corporation shall be a President, a Treasurer, a Clerk and
such other officers as the Board of Directors may elect or appoint. The
President, Treasurer and Clerk shall be elected by the directors at their
first regular meeting following the annual meeting of the stockholders or any
meeting held in lieu thereof as hereinbefore provided. Subject to the
provisions of this Article III, the President, the Treasurer and the Clerk
shall each hold office until the first regular meeting of the Board of
Directors following the next annual meeting of the stockholders or any
meeting held in lieu thereof as hereinbefore provided and until his or her
successor is duly elected and qualified. The President may, but need not, be
a director of the corporation. The Clerk shall be a resident of the
Commonwealth of Massachusetts unless the corporation has a resident agent
appointed for the purpose of service of process. The same person may occupy
two or more offices in the corporation.
Section 2. Additional Officers and Agents. The Board of Directors in
its discretion may appoint a Chairman of the Board of Directors and one or
more additional officers or agents of the corporation, including one or more
Assistant Clerks, all as from time to time or at any time it may deem
advisable, and may prescribe their powers and duties and the terms of their
offices. The President in his or her discretion may appoint one or more
Assistant Clerks of the corporation, as from time to time or at any time the
President may deem advisable, and may prescribe their powers and duties and
the terms of their offices. Unless a different period shall have been
specified by the terms of such appointment, the Chairman of the Board of
Directors or any additional officer or agent of the corporation appointed by
the directors or President pursuant hereto shall, subject to the provisions
of this Article III, hold office until the first regular meeting of the Board
of Directors following the next annual meeting of stockholders or any meeting
held in lieu thereof as hereinbefore provided and until his or her successor
is duly appointed and qualified.
Section 3. Removal. Officers elected or appointed by the Board of
Directors may be removed from their respective offices with or without cause
by vote of a majority of the directors then in office.
Section 4. Resignation. Any officer may resign by delivering or
causing to be delivered to the President or the Clerk a written resignation
which shall take effect on being so delivered or at such other time as may be
therein specified.
Section 5. Vacancies. Vacancies in any office, however occurring, may
be filled by the Board of Directors.
Section 6. Compensation. The compensation of officers as officers, if
any, shall be fixed by the Board of Directors.
Section 7. Delegation of Authority of Officers. The Board of Directors
may at any time delegate the powers and duties, or any of them, of any
officer to any other officer or to a committee of officers.
ARTICLE IV
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 1. Definitions. For purposes of this Article IV, the following
terms shall have the following meanings:
"Indemnitee" means any person who serves or has served as a director or
officer of the corporation;
"Proceeding" means any action, suit or proceeding, whether civil,
criminal or investigatory, brought or threatened in or before any court,
tribunal, or administrative or legislative body or agency; and
"Expense" means any liability fixed by a judgment, order, decree or
award in a Proceeding, any liability reasonably incurred in connection with
the settlement of a Proceeding and any professional fees and other expenses
reasonably incurred in connection with a Proceeding or the settlement
thereof.
Section 2. General. Except as otherwise expressly provided by this
Article IV, the corporation shall indemnify each Indemnitee and his or her
heirs and personal representatives against all Expenses incurred by any of
them in connection with any Proceeding in which any of them is involved as a
result of such Indemnitee's serving or having served as a director or officer
of the corporation or, at the request of the corporation, as a director,
officer, employee or other agent of any other organization or in any capacity
with respect to any employee benefit plan.
No indemnification shall be provided to an Indemnitee or his or her
heirs or personal representatives with respect to any matter as to which it
shall have been adjudicated in any Proceeding that (i) such Indemnitee did
not act in good faith in the reasonable belief that his or her action was in
the best interest of the corporation or, to the extent that such matter
related to service with respect to an employee benefit plan, in the best
interest of the participants or beneficiaries of such employee benefit plan,
or (ii) such Indemnitee derived an improper personal benefit.
Notwithstanding any other provision of this Article IV, an Indemnitee
and his or her heirs and personal representatives shall not be entitled to
indemnification under this Article IV with respect to acts or omissions
occurring during any period in which such Indemnitee was not a director or
officer of the corporation except to the extent expressly approved by vote of
the Board of Directors of the corporation.
Indemnification under this Article IV shall include, but shall not be
limited to, payment by the corporation of Expenses incurred by an Indemnitee
or his or her heirs or personal representatives in defending a Proceeding in
advance of the final disposition of such Proceeding; provided, however, that
the corporation has first received an undertaking from such Indemnitee, or
such heirs or personal representatives, to repay to the corporation all such
advance payments if such Indemnitee, heir or personal representative shall be
adjudicated in any Proceeding to be not entitled to such indemnification
under this Article IV.
An Indemnitee and his or her heirs and personal representatives shall be
entitled to indemnification under this Article IV against all Expenses
incurred by any of them in connection with any Proceeding initiated by any of
them in which any of them successfully enforces his or her right to
indemnification under this Article IV (an "Enforcement Proceeding").
An Indemnitee and his or her heirs and personal representatives shall
not be entitled to indemnification under this Article IV against Expenses
incurred by any of them in connection with any Proceeding initiated by any of
them other than an Enforcement Proceeding unless the initiation of such
Proceeding was expressly approved in advance by vote of the Board of
Directors of the corporation.
In any Enforcement Proceeding, and in any other Proceeding which
involves, or in which is sought, a determination as to whether or not an
Indemnitee or any of his or her heirs and personal representatives is
entitled to indemnification under this Article IV, the party or parties
seeking a determination that he or she is not so entitled shall bear the
burden of proving the same.
Nothing in this Article IV shall limit any lawful rights to
indemnification existing independently of this Article IV. Nothing in this
Article IV shall be construed as limiting in any manner the power of the
Board of Directors of the corporation to provide indemnification to any
person who is not a director of the corporation and who serves as an officer,
employee or other agent of the corporation, who serves at the corporation's
request as a director, officer, employee or other agent of another
organization or who serves at the corporation's request in any capacity with
respect to any employee benefit plan.
This Article IV shall be deemed for all purposes to constitute a written
agreement between the corporation and each Indemnitee which may be altered,
amended or repealed in accordance with Article X of these By-Laws, provided
that no alteration, amendment or repeal of this Article IV shall adversely
affect the rights and protection afforded to an Indemnitee and his or her
heirs and personal representatives under this Article IV for acts or
omissions occurring before such alteration, amendment or repeal.
ARTICLE V
PRESIDENT
Unless the Chairman of the Board or another officer of the corporation
is so designated by the Board of Directors, the President shall be the chief
executive officer of the corporation. Subject to the direction of the Board
of Directors, the chief executive officer shall be in general and active
charge, control and supervision over the management and direction of the
business, property and affairs of the corporation. The President shall
preside at all meetings of the stockholders and of the Board of Directors at
which he or she may be present.
In the absence or disability of the President, or in case of an unfilled
vacancy in that office, the Board of Directors may designate a Vice-President
or other officer of the corporation to perform the duties and exercise the
powers of the President.
ARTICLE VI
TREASURER
The Treasurer shall have responsibility for the care and custody of the
funds and books of account of the corporation and shall have and exercise all
the powers and duties commonly incident to such office. The Treasurer may
endorse for deposit or collection all checks, notes, drafts and instruments
for the payment of money, payable to the corporation or to its order. He or
she shall cause to be kept accurate books of account of all monies received
and paid on account of the corporation.
If required by the Board of Directors, the Treasurer shall give the
corporation a bond, in such sum and with such surety or sureties as shall be
satisfactory to the Board, for the faithful performance of the duties of such
office and for the restoration to the corporation, in case of the Treasurer's
death, resignation, retirement or removal from office, of all the
corporation's books, papers, vouchers, money and other property of whatever
kind in possession or under control of the Treasurer.
ARTICLE VII
CLERK AND ASSISTANT CLERK
The Clerk shall keep accurate records of all meetings and actions of the
stockholders and shall perform all the duties commonly incident to such
office and shall perform such other duties and have such other powers as the
Board of Directors shall from time to time designate or as may be otherwise
provided for in these By-Laws. The Clerk shall act as Secretary to the Board
of Directors and keep accurate records of all its meetings and actions. An
Assistant Clerk, upon appointment by the Board of Directors or President,
shall have all the powers of the Clerk except as specifically limited by a
vote of the Board of Directors or by the President.
In the absence of the Clerk and any Assistant Clerk, a Clerk Pro Tempore
may be elected or appointed by the directors to perform the Clerk's duties.
ARTICLE VIII
CAPITAL STOCK
The Board of Directors shall have authority, without first offering the
same or any part of the same to any present or future stockholders for
subscription, to issue the whole or any part of any unissued capital stock
from time to time authorized under the Articles of Organization of this
corporation to such persons, firms, corporations or other organizations, in
such manner and amounts, for such consideration or considerations permitted
by law and upon such other terms and conditions permitted by law as the
directors may in their discretion from time to time determine. No
stockholders shall have any pre-emptive rights to acquire stock of the
corporation.
ARTICLE IX
SEAL
The corporation may have a seal which shall consist of a flat-faced
circular die with the name of the corporation, the year of incorporation, and
the word "Massachusetts" cut or engraved thereon.
ARTICLE X
AMENDMENTS
These By-Laws may be altered, amended, or repealed by the stockholders
at any annual or special meeting of the stockholders. If permitted by the
Articles of Organization, these By-Laws may be altered, amended or repealed
by the Board of Directors at any regular or special meeting of the Board of
Directors, except with respect to any alteration, amendment or repeal which
by law, the Articles of Organization or these By-Laws requires action by the
stockholders, if notice of such alteration, amendment, or repeal is contained
in the notice or waiver of notice of such meeting; provided, however, that
any By-Laws adopted by the Board of Directors may be amended or repealed by
the stockholders. Not later than the time of giving notice of the meeting of
stockholders next following the making, altering, amending or repealing by
the directors of any By-Law, notice stating the substance thereof shall be
given to all stockholders entitled to vote on amending these By-Laws.
EXHIBIT B.20.1
ARTICLES OF AGREEMENT
OF
REEDS FERRY SUPPLY CO., INC.
We, the undersigned persons of lawful age, do by these Articles of
Agreement, associate for the purpose of forming a business corporation
according to the provisions of the Revised Statutes of New Hampshire, Chapter
294, as amended.
ARTICLE ONE
The name of the corporation by which it shall be known is REEDS FERRY
SUPPLY CO., INC.
ARTICLE TWO
The objects for which this corporation is established and the nature of
the business to be transacted by it are as follows:
To buy and sell, retail and wholesale and otherwise deal in all kinds of
plumbing, heating, air conditioning and related equipment, fixtures, items,
and supplies of every kind, nature and description; to buy and sell and
otherwise deal in all types of furnaces, burners, boilers, and allied
equipment and accessories; to repair, maintain and service all types of
plumbing, heating, air conditioning, and related equipment, fixtures and
accessories; to install on contract and otherwise plumbing, heating, air
conditioning and allied equipment and fixtures in any and all types of
buildings; to maintain warehouses to store plumbing, heating, air
conditioning and allied equipment and fixtures and accessories and in general
to do everything and anything that is necessary, proper and desirable in the
conduct of a plumbing, heating, air conditioning and allied items wholesaling
business, retailing business and contracting business.
To buy, or otherwise acquire, exchange, contract for, sell, lease rent
or deal in, hold or own personal property and real estate of every character
and description, and to sell, mortgage, lease or otherwise dispose of the
same.
To manufacture, buy or otherwise acquire or mortgage, sell, assign,
transfer or otherwise dispose of, trade in, deal in and use, goods, wares and
merchandise of every class and description and to conduct and carry on
business in accordance with any and all of the foregoing purposes in any and
all of the several states of the United States when and where permissible
under and in accordance with the laws of such state.
In furtherance and not in limitation of the foregoing objects and
powers, this corporation shall have all the general powers conferred by
Revised Statutes Annotated of New Hampshire, as amended and all other powers
necessary, desirable or incidental fully to effectuate its corporate objects.
ARTICLE THREE
The principal place of business of the corporation shall be at
Manchester, County of Hillsborough and State of New Hampshire.
ARTICLE FOUR
The total authorized capital stock of the corporation is Two Hundred
shares of common stock of no par value.
ARTICLE FIVE
The duties, terms of office and manner of electing the officers and
directors of this corporation shall be established in By-Laws to be adopted
by this corporation.
ARTICLE SIX
We hereby waive all requirements of the Public Laws of New Hampshire for
notice of the first meeting of the Incorporators of the corporation above
named, and appoint Thursday, June 25, 1964 at 2:00 P.M. in the afternoon at
the office of Emile R. Bussiere, 1008 Elm Street, Manchester, New Hampshire,
as the time and place of said meeting.
The names and post office addresses of the incorporators are as follows:
Romeo Demers 270 Orange Street
Manchester, New Hampshire
Raymond A. Demers 461 Rimmon Street
Manchester, New Hampshire
Emile R. Bussiere 1008 Elm Street
Manchester, New Hampshire
In witness whereof we have hereunto set our hands this 25th day of June,
1964.
REEDS FERRY SUPPLY CO., INC.
First Meeting of the Incorporators
The first meeting of the incorporators of the above named was held at
the office of Emile R. Bussiere, 1008 Elm Street, Manchester, New Hampshire,
on Thursday, June 25, 1964 at 2:00 P.M. in the afternoon, notice of the time
and place for holding said meeting having been waived by all the
incorporators in writing, as set out in the Articles of Agreement.
There were present:
Romeo Demers
Raymond A. Demers
Emile R. Bussiere
being all of the incorporators.
Attorney Emile R. Bussiere called the meeting to order, stated the
object thereof and presided.
Upon motion duly made and seconded, it was unanimously
VOTED: To proceed by written ballot to the election of a Chairman of
the Meeting.
A written ballot was adopted and all votes cast, namely three, were for
Romeo Demers, who was thereupon declared to be the duly elected Chairman of
the meeting, and took over the chair from Attorney Emile R. Bussiere and
presided over the further proceedings of the meeting.
Upon motion duly made and seconded, it was unanimously
VOTED: To proceed by written ballot to the election of a Clerk pro
tempore.
A written ballot was adopted and all the votes cast, namely three were
for Emile R. Bussiere, who was thereupon declared to be the duly elected
Clerk pro tempore of the first meeting of the incorporators of Reeds Ferry
Supply Co., Inc. and being present, thereupon accepted his election and
entered upon the discharge of the duties of his office, after first being
sworn as appears by the following original certificate:
THE STATE OF NEW HAMPSHIRE
Hillsborough, SS. June 25, 1964
Then personally appeared Emile R. Bussiere and made oath that he
would faithfully and impartially perform the duties incumbent upon him as
Clerk pro tempore of the first meeting of the incorporators of Reeds Ferry
Supply Co., Inc.
Before me,
Justice of the Peace
The original of the aforesaid Articles of Agreement, including the
waiver of notice of the time and place for holding this meeting, was read and
ordered to be filed with the records thereof.
Upon motion duly made and seconded, it was unanimously
VOTED: To organize a corporation according to the provisions of the
aforesaid Articles of Agreement and the Laws of the State of
New Hampshire therein referred to.
Upon motion duly made and seconded, it was unanimously
VOTED: That the name of such corporation, the location of its
principal place of business, the objects for which such
corporation shall be established and the nature of the
business to be transacted by it and the authorized capital
stock thereof shall be as set forth in the aforesaid Articles
of Agreement, as from time to time amended.
The By-Laws proposed for such corporation were then presented and read
to the meeting, whereupon
Upon motion duly made and seconded, it was unanimously
VOTED: That the foregoing By-Laws be and the same hereby are adopted
as and for the By-Laws of such corporation, Article by Article
as read.
Upon motion duly made and seconded, it was unanimously
VOTED: To issued one hundred (100) shares of the capital stock of the
corporation to Emile R. Bussiere. The consideration for which
these shares are issued is the payment by the said Emile R.
Bussiere to the corporation of the sum of Four Thousand
($4,000.00) Dollars in cash.
Upon motion duly made and seconded, it was unanimously
VOTED: To fix the number of Directors of the corporation at three,
and to proceed by written ballot to the election thereof.
A written ballot was adopted and all the votes cast, namely three were
for each of the following:
Romeo Demers
Raymond A. Demers
Emile R. Bussiere
Upon motion duly made and seconded, it was unanimously
VOTED: To proceed with the election of a President, Vice-President
and a Treasurer of the Corporation.
A written ballot was adopted all the votes cast, namely three, were for
the following officers.
President Romeo Demers
Vice-President Raymond A. Demers
Treasurer Raymond A. Demers
Upon motion duly made and seconded, it was unanimously
VOTED: To proceed by written ballot to the election of a Clerk of the
Corporation.
A written ballot was adopted and all the votes cast, namely three, were
each for Emile R. Bussiere, who was thereupon declared to be the duly elected
Clerk of the corporation to serve until the next annual meeting and until his
successor shall be duly elected and qualified. Attorney Bussiere being
present, accepted his election and entered upon the discharge of the duties
of his office, after first being duly sworn as appears by the following
original certificate:
THE STATE OF NEW HAMPSHIRE
Hillsborough, SS. June 25, 1964
Then personally appeared Attorney Emile R. Bussiere and made oath that
he would faithfully and impartially perform the duties incumbent upon him as
Clerk of Reeds Ferry Supply Co., Inc. During the ensuing year and so long as
he shall act in that capacity.
Before me,
Justice of the Peace
Upon motion duly made and seconded, it was unanimously
VOTED: That the Treasurer and a majority of the Board of Directors of
such corporation faithfully make, sign and make oath to a
Record of Organization in the form required by the Laws of the
State of New Hampshire, which shall be submitted to the
Attorney General or Deputy Attorney General of said State for
his examination and approval; and upon the endorsement thereon
of the approval of the Attorney General or the Deputy Attorney
General, as the case may be, the said Directors are hereby
authorized, empowered and directed to pay the organization fee
required by law and to file said record of organization in the
office of the Secretary of State of the State of New
Hampshire.
There being no further business to come before the meeting, it was upon
motion duly made and seconded, unanimously
VOTED: To adjourn.
ADJOURNED SINE DIE.
A true record
ATTEST
Clerk pro tempore
Clerk
REEDS FERRY SUPPLY CO., INC.
Officers and Directors
Office Name Post Office Address
President Romeo Demers 270 Orange Street
Manchester, New Hampshire
Vice-President Raymond A. Demers 461 Rimmon Street
and Treasurer Manchester, New Hampshire
Clerk Emile R. Bussiere 1008 Elm Street
Manchester, New Hampshire
BOARD OF DIRECTORS:
Romeo Demers Same as above
Raymond A. Demers Same as above
Emile R. Bussiere Same as above
STATE OF NEW HAMPSHIRE
HILLSBOROUGH, SS.
We, the undersigned, being the Treasurer and a majority of the
Board of Directors elected at the organization meeting of Reeds
Ferry Supply Co., Inc. do hereby severally make oath that the
foregoing is a true copy of the record of organization of said
corporation and contains the original Articles of Agreement, the
names and addresses of the officers and directors and the original
record of the organization meeting, duly attested by the temporary
clerk and the regular clerk.
Treasurer and Director
Director
Director
STATE OF NEW HAMPSHIRE
HILLSBOROUGH, SS. June 25, 1964
Then personally appeared the above named Romeo Demers, Raymond A.
Demers and Emile R. Bussiere, and made oath that the foregoing affidavit
by them subscribed is true.
Justice of the Peace
The Record of Organization of
Reeds Ferry Supply Co., Inc.
having been submitted to me, I have examined the same and find that it
conforms to the provisions of the Business Corporation Law, and it is
hereby approved.
Dated July 15, 1964
Assistant Attorney General
STATE OF NEW HAMPSHIRE
Office of the Secretary of State
Filed for record this 15th
day of July, 1964
at 4 p.m. o'clock
/s/Robert L. Stark
SECRETARY OF STATE
EXHIBIT B.20.2
REEDS FERRY SUPPLY CO., INC.
BY-LAWS
As Amended and Restated
August 4, 1999
REEDS FERRY SUPPLY CO., 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 New Hampshire 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 each year on the day and at the
hour designated by the Board of Directors.
Section 3. Notice of all annual and special 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 sixty 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 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.
Section 6. Any action which may be taken at a meeting of shareholders
may be taken by one or more consents in writing, setting forth the action so
taken or to be taken, bearing the date of signature and signed by all of the
persons who would be entitled to vote upon such action at a meeting, or by
their duly authorized attorneys.
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,
by telephone, voice mail or other electronic means, or by mail 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 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 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 action required or permitted to be taken by the board of
directors at a meeting may be taken without a meeting if a consent or
consents in writing setting forth the action so taken shall be signed by all
of the directors and filed with the corporate records.
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 provided for and
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 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 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, if such office shall be
provided for and filled by the Directors, shall perform the duties of the
Secretary if the Secretary shall be absent or unable to perform the duties of
his office. The Assistant Secretaries shall perform such additional duties
as may be assigned to them from time to time by the Board of Directors, the
Chairman, the President or the Secretary.
ARTICLE IX
TREASURER
Section 1. The Treasurer shall have charge of all receipts and
disbursements of the Company, and shall be the custodian of the Company's
funds. He shall have full authority to receive and give receipts for all
moneys due and payable to the Company from any source whatever, and give full
discharge for the same, and to endorse checks, drafts and warrants in its
name and on its behalf. He shall sign all checks, notes, drafts and similar
instruments, except as otherwise provided for by the Board of Directors.
Section 2. 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, if such office shall be
provided for and filled by the Directors, 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, subject to those powers expressly
reserved to the Board of Directors under New Hampshire law. 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 manual or facsimile
signatures of the President or any Vice President and the Treasurer, any
Assistant Treasurer, Secretary or any Assistant Secretary and a seal of the
Company or its facsimile.
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
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 1. The corporation shall indemnify each of its directors or
officers, or former directors or officers, or any person who may have served
at its request as a director or officer of another corporation, partnership,
joint venture, trust, or other enterprise, to the fullest extent permitted by
law.
ARTICLE XV
AMENDMENTS
Section 1. Except as otherwise provided by applicable law, 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.34.1
NORTHEAST GENERATION COMPANY
CERTIFICATE OF INCORPORATION
The undersigned incorporator hereby forms a corporation under the
Business Corporation Act of the State of Connecticut:
Article I. The name of the corporation is: Northeast Generation
Company
Article II. There shall be one class of capital stock, designated
"Common Stock" and having a par value of $1.00 per share, of which there
shall be a total of 20,000 authorized shares.
Article III. The name and business address of initial registered agent
is as follows:
Theresa H. Allsop
107 Selden Street
Berlin, CT 06037
The residence address of the initial registered agent is as follows:
1833 Asylum Avenue
West Hartford, CT 06117
The initial registered agent hereby accepts appointment:
Theresa H. Allsop
Article IV. 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.
Dated this 28th day of December, 1998.
Tracy A. DeCredico
107 Selden Street
Berlin, CT 06037
EXHIBIT B.34.2
NORTHEAST GENERATION COMPANY
BY-LAWS
Adopted January 4, 1999
NORTHEAST GENERATION COMPANY
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 each year on the day and at the hour designated
by the Board of Directors.
Section 3. Notice of all annual and special 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 sixty 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 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.
Section 6. Any action which may be taken at a meeting of shareholders may be
taken by one or more consents in writing, setting forth the action so taken
or to be taken, bearing the date of signature and signed by all of the
persons who would be entitled to vote upon such action at a meeting, or by
their duly authorized attorneys.
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,
by telephone, voice mail or other electronic means, or by mail 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 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 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 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, subject to those powers expressly
reserved to the Board of Directors under Connecticut law. 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 manual or facsimile
signatures of the President or any Vice President and the Treasurer, any
Assistant Treasurer, Secretary or any Assistant Secretary and a seal of the
Company or its facsimile.
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.35.1
NORTHEAST GENERATION SERVICES COMPANY
CERTIFICATE OF INCORPORATION
The undersigned incorporator hereby forms a corporation under the
Business Corporation Act of the State of Connecticut:
Article I. The name of the corporation is: Northeast Generation
Services Company
Article II. There shall be one class of capital stock, designated
"Common Stock" and having a par value of $1.00 per share, of which there
shall be a total of 20,000 authorized shares.
Article III. The name and business address of initial registered agent
is as follows:
Theresa H. Allsop
107 Selden Street
Berlin, CT 06037
The residence address of the initial registered agent is as follows:
1833 Asylum Avenue
West Hartford, CT 06117
The initial registered agent hereby accepts appointment:
Theresa H. Allsop
Article IV. 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.
Dated this 28th day of December, 1998.
Tracy A. DeCredico
107 Selden Street
Berlin, CT 06037
EXHIBIT B.35.2
NORTHEAST GENERATION SERVICES COMPANY
BY-LAWS
Adopted January 4, 1999
NORTHEAST GENERATION SERVICES COMPANY
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 each year on the day and at the hour designated
by the Board of Directors.
Section 3. Notice of all annual and special 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 sixty 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 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.
Section 6. Any action which may be taken at a meeting of shareholders may be
taken by one or more consents in writing, setting forth the action so taken
or to be taken, bearing the date of signature and signed by all of the
persons who would be entitled to vote upon such action at a meeting, or by
their duly authorized attorneys.
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,
by telephone, voice mail or other electronic means, or by mail 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 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 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 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, subject to those powers expressly reserved to
the Board of Directors under Connecticut law. 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 manual or facsimile
signatures of the President or any Vice President and the Treasurer, any
Assistant Treasurer, Secretary or any Assistant Secretary and a seal of the
Company or its facsimile.
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.36.1
SELECT ENERGY PORTLAND PIPELINE, INC.
CERTIFICATE OF INCORPORATION
The undersigned incorporator hereby forms a corporation under the
Business Corporation Act of the State of Connecticut:
Article I. The name of the corporation is: Select Energy Portland
Pipeline, Inc.
Article II. There shall be one class of capital stock, designated
"Common Stock" and having a par value of $1.00 per share, of which there
shall be a total of 20,000 authorized shares.
Article III. The name and business address of initial registered agent
is as follows:
Theresa H. Allsop
107 Selden Street
Berlin, CT 06037
The residence address of the initial registered agent is as follows:
1833 Asylum Avenue
West Hartford, CT 06117
The initial registered agent hereby accepts appointment:
Theresa H. Allsop
Article IV. 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.
Dated this 15 day of March, 1999.
O. Kay Comendul
107 Selden Street
Berlin, CT 06037
EXHIBIT B.36.2
SELECT ENERGY PORTLAND PIPELINE, INC.
BY-LAWS
Adopted March 17, 1999
SELECT ENERGY PORTLAND PIPELINE, 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 each year on the day and at the
hour designated by the Board of Directors.
Section 3. Notice of all annual and special 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 sixty 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 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.
Section 6. Any action which may be taken at a meeting of shareholders
may be taken by one or more consents in writing, setting forth the action so
taken or to be taken, bearing the date of signature and signed by all of the
persons who would be entitled to vote upon such action at a meeting, or by
their duly authorized attorneys.
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,
by telephone, voice mail or other electronic means, or by mail 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 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 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 provided for and
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 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 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, if such office shall be
provided for and filled by the Directors, shall perform the duties of the
Secretary if the Secretary shall be absent or unable to perform the duties of
his office. The Assistant Secretaries shall perform such additional duties
as may be assigned to them from time to time by the Board of Directors, the
Chairman, the President or the Secretary.
ARTICLE IX
TREASURER
Section 1. The Treasurer shall have charge of all receipts and
disbursements of the Company, and shall be the custodian of the Company's
funds. He shall have full authority to receive and give receipts for all
moneys due and payable to the Company from any source whatever, and give full
discharge for the same, and to endorse checks, drafts and warrants in its
name and on its behalf. He shall sign all checks, notes, drafts and similar
instruments, except as otherwise provided for by the Board of Directors.
Section 2. 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, if such office shall be
provided for and filled by the Directors, 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, subject to those powers expressly
reserved to the Board of Directors under Connecticut law. 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 manual or facsimile
signatures of the President or any Vice President and the Treasurer, any
Assistant Treasurer, Secretary or any Assistant Secretary and a seal of the
Company or its facsimile.
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 D.3
SECOND AMENDMENT
TO THE AMENDED AND RESTATED
TAX ALLOCATION AGREEMENT
DATED AS OF
JANUARY 1, 1990
This Amendment, dated as of March 1, 2000, to the Amended and Restated
Tax Allocation Agreement, dated as of January 1, 1990, as amended by a First
Amendment dated as of October 26, 1998 (the "Agreement"), is made by and
among Northeast Utilities (the "Parent Company") The Connecticut Light and
Power Company, Western Massachusetts Electric Company, Holyoke Water Power
Company, Northeast Utilities Service Company, Northeast Nuclear Energy
Company, Holyoke Power and Electric Company, The Rocky River Realty Company,
The Quinnehtuk Company, Charter Oak Energy, Inc., HEC Inc., Public Service
Company of New Hampshire, Properties Inc., North Atlantic Energy Corporation,
North Atlantic Energy Service Corporation, COE Development Corporation, COE
Argentina II Corp., COE Ave Fenix Corporation, Select Energy Contracting,
Inc. (formerly known as HEC International Corporation), Mode 1
Communications, Inc., Select Energy, Inc., CL&P Receivables Corporation, NU
Enterprises, Inc., Northeast Generation Company, Northeast Generation
Services Company, Select Energy Portland Pipeline, Inc., Reeds Ferry Supply
Co., Inc., HEC/Tobyhanna Energy Project, Inc., Yankee Energy System, Inc.,
Yankee Energy Financial Services Company, NorConn Properties, Inc., Yankee
Energy Services Company, Yankee Gas Services Company, R.M. Services, Inc. and
any other corporations that become a member of the Parent Company's
affiliated group, as defined in Section 1504(a)(1) of the Internal Revenue
Code of 1986, as amended (the "Code") and execute a duplicate copy of the
Agreement or consent to be included in a consolidated federal income tax
return that includes the Parent Company (hereinafter collectively
"subsidiaries" and singly "subsidiary") in accordance with Rule 45(c).(1)
The Agreement is hereby amended as follows:
1. The first unnumbered paragraph of the Agreement is amended to
include the following companies as subsidiaries (as of the date on which each
of the following companies became a member of the Parent Company's affiliated
group):
NU Enterprises, Inc., Northeast Generation Company, Northeast
Generation Services Company, Select Energy Portland Pipeline, Inc.,
Reeds Ferry Supply Co., Inc., HEC/Tobyhanna Energy Project, Inc.,
Yankee Energy System, Inc., Yankee Energy Financial Services
Company, NorConn Properties, Inc., Yankee Energy Services Company,
Yankee Gas Services Company and R.M. Services, Inc.
(1) References to Rule 45 are to Rule 45 of the Public Utility Holding
Company Act of 1935.
2. The first unnumbered paragraph of the Agreement is amended to
delete the following companies as subsidiaries (as of the date on which each
of the following companies ceased to be a member of the Parent Company's
affiliated group), provided however that each such departing subsidiary shall
continue to be bound by this Agreement as to the taxable year in which such
company ceased to be a member of the Parent Company's affiliated group and
all prior taxable years in which such company was part of the Parent
Company's affiliated group:
Research Park, Inc., WMECO Receivables Corporation, COE Tejona
Corporation
3. The following shall be added as a new last sentence to paragraph 15
of the Agreement:
If at any time any company ceases to be a member of the Parent
Company's affiliated group, such company shall no longer be a party
to this Agreement, but such company shall continue to be bound by
this Agreement as to the taxable year in which such company leaves
the Parent Company's affiliated group and all prior taxable years
in which such company was a member of the Parent Company's
affiliated group.
This Second Amendment has been duly authorized and agreed to by each of
the below listed members of the Parent Company's affiliated group as
evidenced by the signature of a duly authorized officer of each company:
ATTEST:
NORTHEAST UTILITIES
By:
Name: David R. McHale
Title: Vice President and Treasurer
ATTEST:
THE CONNECTICUT LIGHT AND POWER COMPANY
By:
Name: Randy A. Shoop
Title: Treasurer
ATTEST:
WESTERN MASSACHUSETTS ELECTRIC COMPANY
By:
Name: David R. McHale
Title: Vice President and Treasurer
ATTEST:
HOLYOKE WATER POWER COMPANY
By:
Name: David R. McHale
Title: Vice President and Treasurer
ATTEST:
NORTHEAST UTILITIES SERVICE COMPANY
By:
Name: David R. McHale
Title: Vice President and Treasurer
ATTEST:
NORTHEAST NUCLEAR ENERGY COMPANY
By:
Name: David R. McHale
Title: Vice President and Treasurer
ATTEST:
HOLYOKE POWER AND ELECTRIC COMPANY
By:
Name: David R. McHale
Title: Vice President and Treasurer
ATTEST:
THE ROCKY RIVER REALTY COMPANY
By:
Name: David R. McHale
Title: Vice President and Treasurer
ATTEST:
THE QUINNEHTUK COMPANY
By:
Name: David R. McHale
Title: Vice President and Treasurer
ATTEST:
CHARTER OAK ENERGY, INC.
By:
Name: David R. McHale
Title: Vice President and Treasurer
ATTEST:
HEC INC.
By:
Name: Thomas W. Philbin
Title: President
ATTEST:
PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE
By:
Name: David R. McHale
Title: Vice President and Treasurer
ATTEST:
PROPERTIES, INC.
By:
Name: David R. McHale
Title: Vice President and Treasurer
ATTEST:
NORTH ATLANTIC ENERGY CORPORATION
By:
Name: David R. McHale
Title: Vice President and Treasurer
ATTEST:
NORTH ATLANTIC ENERGY SERVICE CORPORATION
By:
Name: David R. McHale
Title: Vice President and Treasurer
ATTEST:
COE DEVELOPMENT CORPORATION
By:
Name: David R. McHale
Title: Vice President and Treasurer
ATTEST:
COE ARGENTINA II CORP.
By:
Name: David R. McHale
Title: Vice President and Treasurer
ATTEST:
COE AVE FENIX CORPORATION
By:
Name: David R. McHale
Title: Vice President and Treasurer
ATTEST:
SELECT ENERGY CONTRACTING, INC.
By:
Name: Thomas W. Philbin
Title: Chairman of the Board
ATTEST:
MODE 1 COMMUNICATIONS, INC.
By:
Name: David R. McHale
Title: Vice President and Treasurer
ATTEST:
SELECT ENERGY, INC.
By:
Name: David R. McHale
Title: Vice President and Treasurer
ATTEST:
CL&P RECEIVABLES CORPORATION
By:
Name: Randy A. Shoop
Title: Treasurer
ATTEST:
NU ENTERPRISES, INC.
By:
Name: David R. McHale
Title: Vice President and Treasurer
ATTEST:
NORTHEAST GENERATION COMPANY
By:
Name: David R. McHale
Title: Vice President and Treasurer
ATTEST:
NORTHEAST GENERATION SERVICES COMPANY
By:
Name: David R. McHale
Title: Vice President and Treasurer
ATTEST:
SELECT ENERGY PORTLAND PIPELINE, INC.
By:
Name: David R. McHale
Title: Vice President and Treasurer
ATTEST:
REEDS FERRY SUPPLY CO., INC.
By:
Name: Thomas W. Philbin
Title: Chairman
ATTEST:
HEC/TOBYHANNA ENERGY PROJECT, INC.
By:
Name: Thomas W. Philbin
Title: President
ATTEST:
YANKEE ENERGY SYSTEM, INC.
By:
Name: David R. McHale
Title: Vice President and Treasurer
ATTEST:
YANKEE ENERGY FINANCIAL SERVICES COMPANY
By:
Name: David R. McHale
Title: Vice President and Treasurer
ATTEST:
NORCONN PROPERTIES, INC.
By:
Name: David R. McHale
Title: Vice President and Treasurer
ATTEST:
YANKEE ENERGY SERVICES COMPANY
By:
Name: David R. McHale
Title: Vice President and Treasurer
ATTEST:
YANKEE GAS SERVICES COMPANY
By:
Name: David R. McHale
Title: Vice President and Treasurer
ATTEST:
R.M. SERVICES, INC.
By:
Name: Murry K. Staples
Title: President
Companies that have ceased to be members of the Parent Company's affiliated
group:
ATTEST:
RESEARCH PARK, INC.
By:
Name: David R. McHale
Title: Vice President and Treasurer
ATTEST:
COE TEJONA CORPORATION
By:
Name: David R. McHale
Title: Vice President and Treasurer
ATTEST:
WMECO RECEIVABLES CORPORATION
By:
Name: David R. McHale
Title: Vice President and Treasurer
As of September 28, 1999
CL&P Receivables Corporation
107 Selden Street
Berlin, Connecticut 06037
Ladies and Gentlemen:
Reference is made to the Receivables Purchase and Sale Agreement
(as amended as of September 29, 1998, the "Agreement"), dated as of September
30, 1997, among CL&P Receivables Corporation, The Connecticut Light and Power
Company, Corporate Asset Funding Company, Inc., Citibank, N.A., and Citicorp
North America, Inc., as Agent. Unless otherwise defined herein, terms used
herein are used with the meanings specified in the Agreement. This letter
modifies certain terms of the Agreement and the Fee Agreement executed and
delivered in connection therewith.
1. Clause (a) of the definition of "Commitment Termination Date" in
Article I of the Agreement is hereby amended by substituting "September 27,
2000" for "September 28, 1999".
2. The definition of "Applicable Percentage" in Article I of the
Agreement is hereby amended in its entirety to read as follows:
"Applicable Percentage" means, for any Settlement Period, the rate
per annum set forth below corresponding, as of the first Business Day of such
Settlement Period, to the actual ratings for the Originator's long-term
public senior debt on such date (or, if the two ratings do not correlate on
any such date, the lower of the two ratings):
Public Debt Rating Applicable Percentage
by
Standard & Poor's and Moody's
BBB/Baa2 (or higher) 1.00%
BBB-/Baa3 1.25%
BB+/Ba1 1.50%
BB/Ba2 2.00%
BB-/Ba3 2.25%
3. Item 4 of the second paragraph (relating to the Liquidity Fee) of
the Fee Agreement, dated as of September 30, 1997 (as amended as of September
29, 1998), is hereby amended in its entirety to read as follows:
Second Paragraph -- Item 4
The Seller shall pay to the Agent a Liquidity Fee on the aggregate
Purchase Limit in effect from time to time at the per annum rate of 0.325%.
Except as modified herein, the Agreement and all documents
executed and delivered thereunder shall continue in full force and effect.
This letter shall be governed by the laws of the State of New York.
Very truly yours,
CITICORP NORTH AMERICA, INC.,
as Agent
By: -------------------------
Name:
Title:
Agreed and accepted as of the date first above written:
CL&P RECEIVABLES CORPORATION
By: ---------------------------------------
Name: Randy A. Shoop
Title: Treasurer
THE CONNECTICUT LIGHT AND POWER COMPANY
By: ---------------------------------------
Name: Randy A Shoop
Title: Treasurer
CORPORATE ASSET FUNDING, INC.
By: Citicorp North America, Inc.
as Attorney-in-Fact
By: ---------------------------------------
Name:
Title:
CITIBANK, N.A.
By: ---------------------------------------
Name:
Title:
THE BANK OF NEW YORK
By: ---------------------------------------
Name:
Title:
THE TORONTO-DOMINION BANK
By: ---------------------------------------
Name:
Title:
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