FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-1004
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number 33-43508
NORTH ATLANTIC ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
NEW HAMPSHIRE 06-1339460
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1000 ELM STREET, MANCHESTER, NEW HAMPSHIRE 03105
(Address of principal executive offices) (Zip Code)
(603) 669-4000
(Registrant's telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
Class Outstanding at July 31, 1997
Common Shares, $1.00 par value 1,000 shares
NORTH ATLANTIC ENERGY CORPORATION
TABLE OF CONTENTS
Page No.
Part I. Financial Information
Item 1. Financial Statements
Balance Sheets - June 30, 1997 and
December 31, 1996 2
Statements of Income - Three Months and
Six Months Ended June 30, 1997 and 1996 4
Statements of Cash Flows - Six Months
Ended June 30, 1997 and 1996 5
Notes to Financial Statements 6
Item 2. Management's Discussion and Analysis
of Financial Condition and Results
of Operations 10
Part II. Other Information
Item 4. Submission of Matters to a Vote
of Security Holders 14
Item 6. Exhibits and Reports on Form 8-K 14
Signatures 15
PART I. FINANCIAL INFORMATION
NORTH ATLANTIC ENERGY CORPORATION
BALANCE SHEETS
(Unaudited)
<TABLE>
<CAPTION>
June 30, December 31,
1997 1996
------------- -------------
(Thousands of Dollars)
<S> <C> <C>
ASSETS
- ------
Utility Plant, at original cost:
Electric................................................ $ 780,596 $ 775,794
Less: Accumulated provision for depreciation......... 135,081 124,530
------------- -------------
645,515 651,264
Construction work in progress........................... 7,996 8,887
Nuclear fuel, net....................................... 32,948 31,765
------------- -------------
Total net utility plant............................. 686,459 691,916
------------- -------------
Other Property and Investments:
Nuclear decommissioning trusts, at market............... 22,373 19,744
------------- -------------
22,373 19,744
------------- -------------
Current Assets:
Cash.................................................... - 299
Special deposits........................................ 1,016 7,039
Receivables from affiliated companies................... 18,035 16,422
Taxes receivable........................................ 2,556 -
Materials and supplies, at average cost................. 13,360 13,093
Prepayments and other................................... 5,460 4,302
------------- -------------
40,427 41,155
------------- -------------
Deferred Charges:
Regulatory assets:
Deferred costs--Seabrook............................... 195,266 185,078
Income taxes, net...................................... 47,185 47,185
Recoverable energy costs............................... 2,115 2,217
Other regulatory assets................................ 22,185 25,401
Unamortized debt expense................................ 4,181 4,692
------------- -------------
270,932 264,573
------------- -------------
Total Assets........................................ $ 1,020,191 $ 1,017,388
============= =============
</TABLE>
See accompanying notes to financial statements.
NORTH ATLANTIC ENERGY CORPORATION
BALANCE SHEETS
(Unaudited)
<TABLE>
<CAPTION>
June 30, December 31,
1997 1996
------------- -------------
(Thousands of Dollars)
<S> <C> <C>
CAPITALIZATION AND LIABILITIES
- ------------------------------
Capitalization:
Common stock--$1 par value. Authorized
and outstanding 1,000 shares.......................... $ 1 $ 1
Capital surplus, paid in................................ 160,999 160,999
Retained earnings....................................... 42,947 53,749
------------- -------------
Total common stockholder's equity.............. 203,947 214,749
Long-term debt.......................................... 475,000 495,000
------------- -------------
Total capitalization........................... 678,947 709,749
------------- -------------
Current Liabilities:
Notes payable to affiliated company..................... 38,400 2,500
Long-term debt--current portion......................... 20,000 20,000
Accounts payable........................................ 9,798 20,714
Accounts payable to affiliated companies................ 5,063 5,073
Accrued interest........................................ 3,155 2,888
Accrued taxes........................................... 315 3,486
Other................................................... 420 271
------------- -------------
77,151 54,932
------------- -------------
Deferred Credits:
Accumulated deferred income taxes....................... 208,019 196,650
Deferred obligation to affiliated company............... 33,283 33,284
Other................................................... 22,791 22,773
------------- -------------
264,093 252,707
------------- -------------
Commitments and Contingencies (Note 4)
------------- -------------
Total Capitalization and Liabilities........... $ 1,020,191 $ 1,017,388
============= =============
</TABLE>
See accompanying notes to financial statements.
NORTH ATLANTIC ENERGY CORPORATION
STATEMENTS OF INCOME
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
--------------------- ---------------------
1997 1996 1997 1996
---------- ---------- ---------- ----------
(Thousands of Dollars)
<S> <C> <C> <C> <C>
Operating Revenues................................. $ 50,128 $ 39,107 $ 92,104 $ 75,770
---------- ---------- ---------- ----------
Operating Expenses:
Operation --
Fuel.......................................... 1,697 3,870 5,525 7,196
Other......................................... 10,844 7,628 18,734 15,477
Maintenance...................................... 10,723 1,828 13,656 3,477
Depreciation..................................... 6,156 5,842 12,513 11,913
Federal and state income taxes................... 3,272 3,118 6,517 5,781
Taxes other than income taxes.................... 3,253 3,035 6,570 6,065
---------- ---------- ---------- ----------
Total operating expenses................... 35,945 25,321 63,515 49,909
---------- ---------- ---------- ----------
Operating Income................................... 14,183 13,786 28,589 25,861
---------- ---------- ---------- ----------
Other Income:
Deferred Seabrook return--other funds............ 1,812 1,925 3,553 4,502
Other, net....................................... 20 238 136 340
Income taxes..................................... 716 804 870 1,559
---------- ---------- ---------- ----------
Other income, net.......................... 2,548 2,967 4,559 6,401
---------- ---------- ---------- ----------
Income before interest charges............. 16,731 16,753 33,148 32,262
---------- ---------- ---------- ----------
Interest Charges:
Interest on long-term debt....................... 12,876 13,256 25,403 26,663
Other interest................................... 257 (122) 182 (209)
Deferred Seabrook return--borrowed funds......... (3,360) (3,737) (6,635) (8,738)
---------- ---------- ---------- ----------
Interest charges, net...................... 9,773 9,397 18,950 17,716
---------- ---------- ---------- ----------
Net Income......................................... $ 6,958 $ 7,356 $ 14,198 $ 14,546
========== ========== ========== ==========
</TABLE>
See accompanying notes to financial statements.
NORTH ATLANTIC ENERGY CORPORATION
STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended
June 30,
-----------------------
1997 1996
----------- -----------
(Thousands of Dollars)
<S> <C> <C>
Operating Activities:
Net Income................................................ $ 14,198 $ 14,546
Adjustments to reconcile to net cash
from operating activities:
Depreciation............................................ 12,513 11,913
Deferred income taxes and investment tax credits, net... 11,410 12,846
Deferred return - Seabrook.............................. (10,188) (13,240)
Recoverable energy costs, net of amortization........... 102 99
Other sources of cash................................... 7,943 9,968
Other uses of cash...................................... (206) (412)
Changes in working capital:
Receivables............................................. (1,613) 5,427
Materials and supplies.................................. (267) (665)
Accounts payable........................................ (10,926) (972)
Accrued taxes........................................... (3,171) 4,537
Other working capital (excludes cash)................... 2,725 (3,897)
----------- -----------
Net cash flows from operating activities.................... 22,520 40,150
----------- -----------
Financing Activities:
Net increase (decrease) in short-term debt................ 35,900 (1,500)
Reacquisitions and retirements of long-term debt.......... (20,000) (20,000)
Cash dividends on common stock............................ (25,000) (11,000)
----------- -----------
Net cash flows used for financing activities................ (9,100) (32,500)
----------- -----------
Investment Activities:
Investment in plant:
Electric utility plant.................................. (5,837) (1,813)
Nuclear fuel............................................ (5,381) (1,423)
----------- -----------
Net cash flows used for investments in plant.............. (11,218) (3,236)
NU System Money Pool...................................... - 2,500
Investments in nuclear decommissioning trusts............. (2,501) (1,803)
----------- -----------
Net cash flows used for investments......................... (13,719) (2,539)
----------- -----------
Net (Decrease) Increase In Cash For The Period.............. (299) 5,111
Cash - beginning of period.................................. 299 8,313
----------- -----------
Cash - end of period........................................ $ - $ 13,424
=========== ===========
</TABLE>
See accompanying notes to financial statements.
NORTH ATLANTIC ENERGY CORPORATION
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A. Presentation
The accompanying unaudited financial statements should be read in
conjunction with Management's Discussion and Analysis of Financial
Condition and Results of Operations (MD&A) in this Form 10-Q, the
Annual Report of North Atlantic Energy Corporation (the company or
NAEC) on Form 10-K for the year ended December 31, 1996 (1996 Form
10-K), the company's Form 10-Q for the quarter ended March 31, 1997,
and the company's Form 8-K dated June 28, 1997. In the opinion of the
company, the accompanying financial statements contain all adjustments
necessary to present fairly the financial position as of June 30,
1997, the results of operations for the three-month and six-month
periods ended June 30, 1997 and 1996, and the statements of cash flows
for the six-month periods ended June 30, 1997 and 1996. All
adjustments are of a normal, recurring, nature. The results of
operations for the three-month and six-month periods ended June 30,
1997 and 1996 are not necessarily indicative of the results expected
for a full year.
Northeast Utilities (NU) is the parent company of the Northeast
Utilities system (the system). The system furnishes franchised retail
electric service in Connecticut, New Hampshire, and western
Massachusetts through four wholly owned subsidiaries: The Connecticut
Light and Power Company (CL&P), Public Service Company of New
Hampshire (PSNH), Western Massachusetts Electric Company (WMECO), and
Holyoke Water Power Company. NAEC, a wholly owned subsidiary, sells
all of its entitlement to the capacity and output of the Seabrook
nuclear power plant to PSNH. In addition to its franchised retail
electric service, the system furnishes firm and other wholesale
electric services to various municipalities and other utilities and,
on a pilot basis pursuant to state regulatory experiments, provides
off-system retail electric service. The system serves about 30
percent of New England's electric needs and is one of the 20 largest
electric utility systems in the country as measured by revenues.
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosures of contingent liabilities at the date of
the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ
from those estimates.
Certain reclassifications of prior period data have been made to
conform with the current period presentation.
B. New Accounting Standards
The Financial Accounting Standards Board (FASB) issued two new
accounting standards during June 1997, Statement of Financial
Accounting Standards (SFAS) No. 130, "Reporting Comprehensive Income"
and SFAS 131, "Disclosures about Segments of an Enterprise and Related
Information." SFAS 130 establishes standards for the reporting and
disclosure of comprehensive income. SFAS 131 determines the standards
for reporting and disclosing qualitative and quantitative information
about a company's operating segments. Both SFAS 130 and SFAS 131 will
be effective in 1998. Management believes that the implementation of
SFAS 130 and SFAS 131 will not have a material impact on NAEC's
financial position or its results of operations.
For additional information regarding the adoption of new accounting
standards, see NAEC's Form 10-Q for the quarter ended March 31, 1997
and NAEC's 1996 Form 10-K.
C. Regulatory Accounting and Assets
For information regarding regulatory accounting and assets, see NAEC's
Form 10-Q for the quarter ended March 31, 1997 and NAEC's 1996 Form
10-K.
2. SHORT-TERM DEBT
During May 1997, NAEC was notified by the SEC that it would be permitted to
be a full participant in the Northeast Utilities System Money Pool (Pool).
Certain subsidiaries of NU, including NAEC, are members of the Northeast
Utilities System Money Pool (Pool). The Pool provides a more efficient use
of the cash resources of the system, and reduces outside short-term
borrowings. NUSCO administers the Pool as agent for the member companies.
Short-term borrowing needs of the member companies are first met with
available funds of the other member companies, including funds borrowed by
NU parent. NU parent may lend to the Pool but may not borrow. Funds may
be withdrawn from or repaid to the Pool at any time without prior notice.
Investing and borrowing subsidiaries receive or pay interest based on the
average daily Federal Funds rate. However, borrowings based on loans from
NU parent bear interest at NU parent's cost and must be repaid based upon
the terms of NU parent's original borrowing.
For further information on the money pool and other short-term debt
matters, see NAEC's 1996 Form 10-K.
3. INTEREST RATE MANAGEMENT
As of June 30, 1997, NAEC had outstanding interest-rate management
agreements with a total notional value of approximately $200 million and a
positive mark-to-market position of approximately $2.4 million.
The interest rate management agreements have been made with various
financial institutions, each of which is rated "BBB+" or better by Standard
& Poor's rating group. NAEC is exposed to credit risk on interest-rate
management instruments if the counterparties fail to perform their
obligations. However, management anticipates that the counterparties will
be able to fully satisfy their obligations under the agreements.
For further information on interest rate management instruments, see the
MD&A in this Form 10-Q, NAEC's Form 10-Q for the quarter ended March 31,
1997 and NAEC's 1996 Form 10-K.
4. COMMITMENTS AND CONTINGENCIES
A. Environmental Matters
For information regarding environmental matters, see NAEC's Form 10-Q
for the quarter ended March 31, 1997 and NAEC's 1996 Form 10-K.
B. Nuclear Insurance Contingencies
For information regarding nuclear insurance contingencies, see NAEC's
1996 Form 10-K.
C. Seabrook 1 Construction Program
For information regarding NAEC's construction program, see NAEC's 1996
Form 10-K.
5. NUCLEAR PERFORMANCE
For information regarding nuclear performance, see NAEC's 1996 Form 10-K.
6. NEW HAMPSHIRE RESTRUCTURING
On May 13, 1997, the United States District Court for Rhode Island
appointed a mediator to the pending case involving PSNH's and affiliates'
challenge to the New Hampshire Public Utilities Commission decision on
February 28, 1997. All court proceedings on the case have been suspended
during the mediation process. On June 30, 1997, the mediator requested and
received an extension of the period of mediation to August 4, 1997. On
August 4, 1997, the mediator submitted to the court a second recommendation
for the continuation of mediation. Pursuant to the court's order
initiating the mediation process, this second extension will continue
through September 2, 1997.
For further information regarding New Hampshire restructuring, see the MD&A
in this Form 10-Q, NAEC's Form 8-K dated June 28, 1997, NAEC's Form 10-Q
for the quarter ended March 31, 1997 and NAEC's 1996 Form 10-K.
North Atlantic Energy Corporation
Management's Discussion and Analysis of Financial
Condition and Results of Operations
This section contains management's assessment of North Atlantic Energy
Corporation's (NAEC or the company) financial condition and the principal
factors having an impact on the results of operations. The company is a
wholly-owned subsidiary of Northeast Utilities (NU). This discussion should
be read in conjunction with the company's financial statements and footnotes
in this Form 10-Q, the First Quarter Form 10-Q, the 1996 Form 10-K and the
Form 8-K dated June 28, 1997.
FINANCIAL CONDITION
Earnings Overview
Under the Seabrook Power Contract (the Contract), Public Service Company of New
Hampshire (PSNH) is unconditionally obligated to pay the company's cost of
service for a period equal to the length of the Nuclear Regulatory Commission's
(NRC) full-power operating license for Seabrook 1 (through 2026) whether or not
Seabrook 1 is operating and without regard to the cost of alternative sources of
power. In addition, PSNH will be obligated to pay decommissioning and project
cancellation costs after the termination of the operating license.
NAEC had net income of approximately $7 million for the three months ended June
30, 1997 and net income of approximately $14 million for the six months ended
June 30, 1997, essentially unchanged from the same periods in 1996.
Nuclear Performance
Seabrook operated at a capacity factor of 71.6% percent through June 30, 1997,
compared to 93.0 percent for the same period in 1996. The lower 1997 capacity
factor is due primarily to the 50-day scheduled refueling and maintenance
outage, which began on May 10, 1997. The plant returned to service on June 28,
1997.
For further information on the Millstone outages, see NAEC's 1996 Form 10-K.
Liquidity and Capital Resources
Cash provided from operations decreased by approximately $18 million in the
first six months of 1997, from 1996, as a result of the pay down of the 1996
year end accounts payable balance. The year end accounts payable balance was
relatively high due to costs associated with the Seabrook outage that had been
incurred but not yet paid by the end of 1996. Cash used for financing activities
decreased by approximately $23 million in the first six months of 1997,
primarily due to the utilization of the NU system money pool in 1997, partially
offset by higher cash dividends on common stock. Cash used for investments
increased by approximately $11 million in the first six months of 1997,
primarily due to higher 1997 nuclear fuel expenditures for the Seabrook
refueling and higher Seabrook plant expenditures.
All NU system securities are currently rated below investment grade by Moody's
Investors Services and Standard & Poors. These actions could adversely affect
the availability and cost of funds for the NU system companies.
Each major company in the NU system finances its own needs. Neither The
Connecticut Light and Power Company (CL&P) nor Western Massachusetts Electric
Company (WMECO) have any agreements containing cross defaults based on events or
occurrences involving NU, PSNH or NAEC. Similarly, neither PSNH nor NAEC have
any agreements containing cross defaults based on events or occurrences
involving NU, CL&P or WMECO. Nevertheless, it is possible that investors will
take negative operating results or regulatory developments at one company in the
NU system into account when evaluating other companies in the NU system. That
could, as a practical matter and despite the contractual and legal separations
among the NU companies, negatively affect each company's access to the financial
markets.
Restructuring
On May 13, 1997, the United States District Court for Rhode Island appointed a
mediator to the pending case involving PSNH's and affiliates' challenge to the
New Hampshire Public Utilities Commission (NHPUC) decision on February 28, 1997
regarding electric utility restructuring. All court proceedings on the case have
been suspended during the mediation process.
On August 4, 1997 the mediator submitted to the court a second recommendation
for the continuation of mediation. Pursuant to the court's order initiating the
mediation process, this second extension will continue through September 2,
1997.
On May 2, 1997, PSNH filed a retail rate case with the New Hampshire Public
Utilities Commission (NHPUC). PSNH is not requesting an increase in base rates
but has asked the NHPUC to maintain its current base rate level. The fixed rate
period under the Rate Agreement ends on May 31, 1997. The NHPUC has issued a
schedule calling for temporary rate hearings in September, 1997. Permanent rate
hearings are scheduled for May, 1998. The NHPUC has initiated a management
audit of PSNH which is currently ongoing.
In a separate filing, PSNH requested a 6 percent increase in its Fuel and
Purchased Power Adjustment Clause (FPPAC) billings, effective June 1, 1997. This
increase is primarily the result of recognizing currently costs associated with
independent power producer payments, which had been previously deferred for
collection. The FPPAC will continue to operate until the year 2000. The FPPAC
credit of $.00848 per kWh, which was effective June 1, 1996 through May 1997 has
been stipulated as part of the mediation process. A credit rate of $.00481 per
kWh will remain in effect until further ordered.
For further information on New Hampshire restructuring issues, see NAEC's 1996
Form 10-K and Form 8-Ks dated March 19, 1997 and June 28, 1997.
Risk Management Instruments
NAEC uses interest-rate management instruments to reduce interest rate risk
associated with its $200 million variable rate bank note. NAEC's interest rate
management instruments effectively fix its variable rate bank note at 7.82
percent.
These instruments are not used for trading purposes. The differential paid or
received as interest rates change is recognized in income when realized.
As of June 30, 1997, NAEC had outstanding interest rate management instruments
with a total notional value of approximately $200 million. The settlement
amounts for the second quarter associated with the instruments increased
interest expense by approximately $0.3 million. For further information on
risk management instruments, see the Notes to Financial Statements, Note 3,
in this Form 10-Q.
RESULTS OF OPERATIONS
Income Statement Variances
Increase/(Decrease)
Millions of Dollars
Second Year
Quarter Percent to-Date Percent
Operating revenues $11 28% 16 21%
Fuel (2) (56) (2) (23)
Other operation and
maintenance expense 12 42 13 21
Deferred Seabrook return (other
and borrowed funds) (1) (9) (3) (23)
Net income - - - -
Comparison of the Second Quarter of 1997 to the Second Quarter of 1996
Operating revenues represent amounts billed to PSNH under the terms of the
Power Contracts and billings to PSNH for decommissioning expense.
Operating revenues increased in the second quarter primarily due to higher
operation and maintenance expenses associated with the scheduled Seabrook
refueling and maintenance outage in May 1997.
Fuel expense decreased in the second quarter primarily due to lower Seabrook
capacity factors as a result of the scheduled refueling and maintenance outage.
Other operation and maintenance expenses increased in the second quarter
primarily due to higher costs associated with the scheduled Seabrook refueling
and maintenance outage in May 1997.
Deferred Seabrook return decreased in the second quarter primarily due to the
final phase-in of Seabrook investment into rates in May, 1996.
Comparison of the First Six Months of 1997 to the First Six Months of 1996
Operating revenues increased in the first six months primarily due to higher
operation and maintenance expenses associated with the scheduled refueling and
maintenance outage in May 1997, as well as the increased return associated with
the phase-in of the final 15 percent of Seabrook plant's Initial Investment in
May, 1996.
Fuel expense decreased in the first six months primarily due to lower Seabrook
capacity factors as a result of the scheduled refueling and maintenance outage.
Other operation and maintenance expenses increased in the first six months
primarily due to higher costs associated with the scheduled refueling and
maintenance outage in May 1997.
Deferred Seabrook return decreased in the first six months primarily due to the
final phase-in of Seabrook investment into rates in May, 1996.
PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
At the Annual Meeting of Stockholders of NAEC held on June 9, 1997,
stockholders voted to fix the number of directors for the ensuing year at seven.
The vote fixing the number of directors at seven was 1,000 shares in favor,
representing 100 percent of the issued and outstanding shares of common stock of
NAEC.
At the Annual Meeting, the following seven directors were elected, each by
a vote of 1,000 shares in favor, to serve on the Board of Directors for the
ensuing year: Ted C. Feigenbaum, Bernard M. Fox, William T. Frain, Jr., Cheryl
W. Grise, John B. Keane, Bruce D. Kenyon, and Hugh C. MacKenzie.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Listing of Exhibits:
Exhibit Number Description
27 Financial Data Schedule
(b) Report on Form 8-K:
1. NAEC filed a Form 8-K dated June 28, 1997 disclosing:
. The court appointed mediator in the industry restructuring dispute
between the State of New Hampshire and PSNH and NU filed a letter
with the U.S. District Court in Rhode Island requesting the extension
of the mediation to August 4, 1997;
. On June 28, 1997, Seabrook nuclear generating unit returned to service
following a 50-day planned refueling and maintenance outage.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
NORTH ATLANTIC ENERGY CORPORATION
Registrant
Date August 12, 1997 By: /s/ John H. Forsgren
John H. Forsgren
Executive Vice President and
Chief Financial Officer
Date August 12, 1997 By: /s/ John J. Roman
John J. Roman
Vice President and Controller
<TABLE> <S> <C>
<ARTICLE> UT
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<NAME>NORTH ATLANTIC ENERGY CORPORATION
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