SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): JUNE 30, 1995
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BANGOR HYDRO-ELECTRIC COMPANY
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(Exact name of registrant as specified in its charter)
MAINE 0-505 01-0024370
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(State of Incorporation) (Commission File No.) (IRS Employer ID No.)
33 STATE STREET, BANGOR, MAINE 04401
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (207-945-5621)
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Current Report, Form 8-K Date of Report
BANGOR HYDRO-ELECTRIC COMPANY JULY 10, 1995
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ITEM 5. OTHER EVENTS
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A. Buyback of Purchased Power Contracts
As discussed in previous reports, in early 1995 the Company reached an
agreement to buy back two high-cost contracts for the purchase of power from
non-utility generators. As noted in those reports, the buyback agreement was
contingent upon a number of conditions including negotiation of definitive
documentation, the ability of the Company to obtain satisfactory financing
arrangements, the securing of necessary governmental approvals and a
satisfactory agreement between the Company and another utility to which the
Company was reselling a portion of the electrical output from the plants.
All of the necessary conditions have been met, and on June 30, 1995, the
Company completed the buyback of the two power purchase contracts. The cost
of the buyback was financed entirely by new debt instruments, thereby
significantly increasing the Company's indebtedness. The major components of
the new debt are as follows:
1. The Company has entered into a Loan Agreement with the Finance
Authority of Maine ("FAME"), a body corporate and politic and a public
instrumentality of the State of Maine. Pursuant to authorizing legislation
in Maine, FAME issued $126 million of notes through a private placement, the
repayment of which is the responsibility of the Company under the terms of
the Loan Agreement. Of that amount, approximately $105 million was made
available to the Company to finance a portion of the buyback and
approximately $21 million was set aside in a capital reserve fund. The notes
bear interest at an annual rate of 7.03%, mature on July 1, 2005 and are
subject to a schedule of annual principal payments beginning on July 1, 1998.
The amount held in the capital reserve fund will be used to pay the final
installments of principal and interest due in 2005.
In order to secure the FAME notes, the Company executed a new General
and Refunding Mortgage Indenture and Deed of Trust establishing a lien on the
Company's property junior to the lien under the Company's First Mortgage Bond
Indenture. After the issuance of $115 million in First Mortgage Bonds to a
group of bank lenders discussed below, the Company may not issue any
additional First Mortgage Bonds in the future except to the trustee under the
new General and Refunding Mortgage. The Company issued bonds to FAME under
the new mortgage in the amount of $126 million.
2. The Company has entered into a Credit Agreement with a group of
seven banks consisting of a revolving credit facility in the initial amount
of $55 million and a term loan in the amount of $60 million. The revolving
credit facility replaces the Company's short term credit facilities that
existed prior to the closing, and also provides for the issuance of a letter
of credit required to support $4.2 million of the Company's Pollution Control
Revenue Bonds. The revolving credit facility has a term of five years. The
term loan, used to finance a portion of the buyback cost, also has a five
year term and requires annual principal payments of $12 million beginning
June 30, 1996. The Credit Agreement has various options for interest charges
under variable rate formulas, but the Company is required to enter into a
transaction to cap or fix the rate of interest on the term loan portion
within 120 days of the execution of the Agreement. The Credit Agreement is
secured by $115 million of non-interest bearing First Mortgage Bonds.
The debt instruments executed in connection with this financing contain
a number of covenants and restrictions that the Company believes to be usual
and customary for such a transaction, including a limitation on the aggregate
amount of indebtedness that the Company may incur and restrictions on the
payment of dividends.
The Company believes that the accomplishment of this transaction will
provide substantial benefits for its customers, and should enhance the
Company's prospects for improved earnings sooner than if the buyback did not
occur.
B. Developments under the Company's Alternative Marketing Plan
On July 6, 1995, the Maine Public Utilities Commission ("MPUC") approved
the Company's price reduction (to $.05/KWH) for residential space heating.
The Commission had earlier this year approved many aspects of the Company's
comprehensive Alternative Marketing Plan which is intended to allow the
Company greater flexibility to price electricity at competitive levels with
other energy sources. Such pricing flexibility was advocated by the Company
as an important element of its plan to improve the financial performance of
the Company while maintaining stable rates for "core" customers by
identifying new markets for the Company's service. The residential space
heating price was the first major marketing initiative proposed by the
Company under this Alternative Marketing Plan.
C. Acquisition of a Wholesale Customer
On July 6, 1995, the MPUC also approved the Company's acquisition of the
assets and service territory of the Union River Electric Cooperative, Inc.
This rural cooperative was the Company's largest full requirements wholesale
customer, with annual retail revenues of approximately $1 million serving
approximately 1,800 customers. Under new federal laws intended to increase
competition in the wholesale power market, Union River had sought competitive
wholesale supply offers through a request for proposals. The Company
submitted a bid that included the option of having the Company acquire Union
River and assume its retail service obligations, which was accepted by Union
River. The acquisition provides the Company with a continued customer base
in the former Union River service area, and will provide Union River's former
customers with lower rates and improved service reliability. The Company's
two other full requirements wholesale customers, Swan's Island Electric
Cooperative, Inc. and Isle Au Haut Power Company, agreed earlier this year to
retain their status as full requirements customers of the Company through at
least 1999.
BANGOR HYDRO-ELECTRIC COMPANY
by /s/ Robert C. Weiser
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Robert C. Weiser
Chief Financial Officer