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Exhibit B1
GENERAL ASSIGNMENT, BILL OF SALE, AND CONVEYANCE
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THIS GENERAL ASSIGNMENT, BILL OF SALE, AND CONVEYANCE (this "Assignment"),
effective as of 12:00:01 a.m., July 1, 2000 (the "Effective Time"), is made from
The Northeast Ohio Operating Companies, Inc., an Ohio corporation, ("Assignor")
to NEO Construction Company, an Ohio corporation and a wholly-owned subsidiary
of Assignor ("Assignee").
ARTICLE I
GRANTING AND HABENDUM CLAUSES
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For good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, Assignor does hereby grant, transfer, convey, assign
and deliver unto Assignee, subject to the matters set forth herein, all of
Assignor's right, title, and interest in and to the properties and assets
described on Exhibit A attached hereto, (collectively, such interests in such
assets are referred to as the "Assets").
To have and to hold the Assets unto Assignee and its successors and
assigns, forever, subject to the matters set forth herein.
ARTICLE II
MISCELLANEOUS
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2.1 Further Assurances. Assignor covenants and agrees to execute and
deliver to Assignee all such other and additional conveyances, instruments and
other documents and to do all such other acts and things as may be necessary
more fully to vest in Assignee record title to all of the Assets and the
respective properties, rights and interests herein granted or intended to be
granted, and to put Assignee in actual possession of the assets, including,
without limitation, any assignment acceptable for filing with governmental
authorities, if applicable (a "Governmental Form Assignment"). In the event any
term or provision of any Governmental Form Assignment should be inconsistent
with or conflict with the terms or provisions of this Assignment, the terms and
provisions of this Assignment shall control and shall govern the rights,
obligations and interests of the parties hereto, their successors and assigns.
All Governmental Form Assignments (if any) and this Assignment shall, when taken
together, be deemed to constitute but one conveyance and assignment by Assignor
to Assignee of all of the Assets.
2.2 Assumption. Assignee expressly assumes all obligations and liabilities
that are attributable to the ownership and/or operation of Assets, which
assumption by Assignee shall be made regardless of whether any such obligation
or liability is attributable to events or periods of time prior to or after the
Effective Time.
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2.3 Counterparts. This Assignment may be executed in any number of
counterparts, and each counterpart hereof shall be deemed to be an original
instrument, but all such counterparts together shall constitute but on
conveyance.
2.4 Successors and Assigns. This Assignment shall bind and inure to the
benefit of Assignor and Assignee and their respective successors and assigns.
2.5 Exhibits. Reference is made to the Exhibits attached hereto and made a
part hereof for all purposes. References in Exhibit A to instruments on file in
the public records are made a part hereof for all purposes.
IN WITNESS WHEREOF, the parties have subscribed their names effective on
the date set forth above.
ASSIGNOR: THE NORTHEAST OHIO OPERATING
COMPANIES, INC.
By: /s/ Xxxxxxxx X. Xxxxx
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Xxxxxxxx X. Xxxxx, President
ASSIGNEE: NEO CONSTRUCTION COMPANY
By: /s/ Xxxxxxxx X. Xxxxx
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Xxxxxxxx X. Xxxxx, President
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EXHIBIT A
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NORTHEAST OHIO NATURAL GAS CORP.
BALANCE SHEETS
AS OF MAY 31, 2000 AND MAY 31, 1999
(UNAUDITED)
Year-To-Date As Of Comparative As Of
05/31/2000 05/31/1999
ASSETS
PROPERTY, PLANT & EQUIPMENT $11,327,500.65 $9,157,677.39
LESS: Accumulated deprec. (2,807,088.84) (2,293,561.77)
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Net plant 8,520,411.81 6,864,115.62
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CONSTRUCTION WORK IN PROG. 1,496,538.20 883,533.45
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Total Plant 10,016,950.01 7,747,649.07
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CURRENT ASSETS:
Cash (1,427,241.49) 383,400.09
Accounts receivable, net 529,583.15 404,488.87
Intercompany receivables (458,947.66) (179,426.55)
Interdivision receivable 23,113.04 .00
Interco. note receivable .00 .00
Materials & supplies inv. 147,910.25 100,431.95
Prepayments .00 19,524.99
Other 22,825.77 (272,517.64)
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Total current assets (1,162,756.94) 455,901.71
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OTHER ASSETS:
Interco. note receivable .00 .00
Deferred charges 216,453.78 138,498.22
Deferred taxes .00 .00
Other 1,251.04 1,251.04
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Total other assets 217,704.82 139,749.26
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TOTAL ASSETS 9,071,897.89 8,343,300.04
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NORTHEAST OHIO NATURAL GAS CORP.
BALANCE SHEETS
AS OF MAY 31, 2000 AND MAY 31, 1999
(UNAUDITED)
Year-To-Date As Of Comparative As Of
05/31/2000 05/31/1999
SHAREHOLDER'S EQUITY AND LIABILITIES
SHAREHOLDER'S EQUITY:
Common stock $ 591,000.00 $ 591,000.00
Paid-in capital 3,325,764.00 2,574,000.00
Retained earnings 504,032.20 412,058.70
Year-to-date net income 71,226.97 140,545.89
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Total shareholder's equity 4,492,023.17 3,717,604.59
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LONG TERM OBLIGATIONS:
Payables 9,020.88 .00
Debt 4,272,500.00 1,805,000.00
Capitalized leases .00 .00
Other .00 .00
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Tot. long-term obligations 4,281,520.88 1,805,000.00
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CURRENT LIABILITIES:
Accounts payable 162,441.90 194,627.09
Interco. accounts payable .00 .00
Note payable .00 .00
Current port. of LT payable .00 .00
Current portion of LT debt 34,857.44 2,542,733.48
Current port. - cap. leases .00 .00
Acc. taxes & taxes payable 260,273.25 379,903.06
Accrued liabilities 80,751.07 53,916.55
Accrued interest & other 7,165.80 15,854.73
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Total current liabilities 545,489.46 3,187,034.91
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DEFERRED CREDITS:
Deferred taxes (247,135.62) (366,339.46)
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TOTAL EQUITY & LIABILITIES 9,071,897.89 8,343,300.04
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