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 March 31, 1995
--------------
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 0-404
-----
THE CONNECTICUT LIGHT AND POWER COMPANY
---------------------------------------
(Exact name of registrant as specified in its charter)
CONNECTICUT 06-0303850
----------- ------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
SELDEN STREET, BERLIN, CONNECTICUT 06037-1616
- -------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(203) 665-5000
--------------
(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 April 28, 1995
----- -----------------------------
Common Shares, $10.00 par value 12,222,930 shares
THE CONNECTICUT LIGHT AND POWER COMPANY
TABLE OF CONTENTS
Page No.
--------
Part I.Financial Information
Item 1. Financial Statements
Consolidated Balance Sheets - March 31, 1995
and December 31, 1994 2
Consolidated Statements of Income - Three
Months Ended March 31, 1995 and 1994 4
Consolidated Statements of Cash Flows -
Three Months Ended March 31, 1995 and 1994 5
Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis
of Financial Condition and Results
of Operations 8
Part II. Other Information
Item 1. Legal Proceedings 12
Item 5. Other Information 12
Item 6. Exhibits and Reports on Form 8-K 12
Signatures 13
PART I. FINANCIAL INFORMATION
THE CONNECTICUT LIGHT AND POWER COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
March 31, December 31,
1995 1994
------------- -------------
(Thousands of Dollars)
ASSETS
- ------
Utility Plant, at original cost:
Electric................................................ $ 6,079,435 $ 6,063,179
Less: Accumulated provision for depreciation......... 2,253,177 2,194,314
------------- -------------
3,826,258 3,868,865
Construction work in progress........................... 96,884 99,993
Nuclear fuel, net....................................... 155,959 164,795
------------- -------------
Total net utility plant............................. 4,079,101 4,133,653
------------- -------------
Other Property and Investments:
Nuclear decommissioning trusts, at market............... 188,259 171,950
Investments in regional nuclear generating
companies and subsidiary companies, at equity.......... 54,314 54,952
Other, at cost.......................................... 14,875 14,742
------------- -------------
257,448 241,644
------------- -------------
Current Assets:
Cash and special deposits............................... 1,953 2,017
Receivables, net........................................ 198,492 192,926
Accounts receivable from affiliated companies........... 4,089 9,367
Accrued utility revenues................................ 82,873 90,475
Fuel, materials, and supplies, at average cost.......... 64,200 64,003
Prepayments and other................................... 56,096 54,215
------------- -------------
407,703 413,003
------------- -------------
Deferred Charges:
Regulatory assets:
Income taxes,net...................................... 945,741 949,134
Deferred costs--nuclear plants........................ 75,966 101,632
Unrecovered contract obligation--Yankee Atomic
Electric Company..................................... 97,105 100,003
Deferred demand-side-management costs................. 112,014 116,133
Recoverable energy costs, net......................... 78,786 61,040
Cogeneration costs.................................... 55,861 36,821
Other................................................. 50,483 45,571
Unamortized debt expense................................ 13,480 8,396
Other................................................... 9,369 10,427
------------- -------------
1,438,805 1,429,157
------------- -------------
Total Assets........................................ $ 6,183,057 $ 6,217,457
============= =============
See accompanying notes to consolidated financial statements.
THE CONNECTICUT LIGHT AND POWER COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
March 31, December 31,
1995 1994
------------- -------------
(Thousands of Dollars)
CAPITALIZATION AND LIABILITIES
- ------------------------------
Capitalization:
Common stock--$10 par value. Authorized
24,500,000 shares; outstanding 12,222,930
shares................................................. $ 122,229 $ 122,229
Capital surplus, paid in................................ 634,549 632,117
Retained earnings....................................... 782,323 765,724
------------- -------------
Total common stockholder's equity.............. 1,539,101 1,520,070
Preferred stock not subject to mandatory
redemption............................................. 116,200 166,200
Preferred stock subject to mandatory redemption......... 158,750 226,250
Long-term debt.......................................... 1,817,819 1,815,579
------------- -------------
Total capitalization........................... 3,631,870 3,728,099
------------- -------------
Minority Interest in Consolidated Subsidiary (Note 2)<F2>. 100,000 -
------------- -------------
Obligations Under Capital Leases.......................... 128,519 120,268
------------- -------------
Current Liabilities:
Notes payable to banks.................................. 28,000 76,000
Notes payable to affiliated company..................... 94,000 92,750
Commercial paper........................................ - 10,000
Long-term debt and preferred stock--current
portion................................................ 11,861 11,861
Obligations under capital leases--current
portion................................................ 51,898 55,701
Accounts payable........................................ 91,658 102,837
Accounts payable to affiliated companies................ 16,418 43,033
Accrued taxes........................................... 52,844 26,413
Accrued interest........................................ 31,768 30,682
Other................................................... 12,037 22,828
------------- -------------
390,484 472,105
------------- -------------
Deferred Credits:
Accumulated deferred income taxes....................... 1,544,384 1,544,021
Accumulated deferred investment tax credits............. 148,033 150,087
Deferred contract obligation--Yankee Atomic
Electric Company....................................... 97,105 100,003
Other................................................... 142,662 102,874
------------- -------------
1,932,184 1,896,985
------------- -------------
Commitments and Contingencies (Note 4)<F4>
Total Capitalization and Liabilities........... $ 6,183,057 $ 6,217,457
============= =============
See accompanying notes to consolidated financial statements.
THE CONNECTICUT LIGHT AND POWER COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
Three Months Ended
March 31,
--------------------------
1995 1994
----------- -----------
(Thousands of Dollars)
Operating Revenues.................................... $ 601,194 $ 619,815
----------- -----------
Operating Expenses:
Operation --
Fuel, purchased and net interchange power........ 159,915 151,129
Other............................................ 145,244 140,203
Maintenance......................................... 41,763 43,896
Depreciation........................................ 60,737 56,896
Amortization of regulatory assets, net.............. 9,106 29,810
Federal and state income taxes...................... 43,702 61,803
Taxes other than income taxes....................... 45,915 47,282
----------- -----------
Total operating expenses...................... 506,382 531,019
----------- -----------
Operating Income...................................... 94,812 88,796
----------- -----------
Other Income:
Deferred nuclear plants return--other funds......... 1,243 3,562
Equity in earnings of regional nuclear generating
companies......................................... 1,072 1,711
Other, net.......................................... (3,116) 1,889
Income taxes--credit................................ 3,462 1,784
----------- -----------
Other income, net............................. 2,661 8,946
----------- -----------
Income before interest charges................ 97,473 97,742
----------- -----------
Interest Charges:
Interest on long-term debt.......................... 30,955 31,021
Other interest...................................... 1,083 236
Deferred nuclear plants return--borrowed funds...... (442) (2,105)
----------- -----------
Interest charges, net......................... 31,596 29,152
----------- -----------
Net Income............................................ $ 65,877 $ 68,590
=========== ===========
See accompanying notes to consolidated financial statements.
THE CONNECTICUT LIGHT AND POWER COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Three Months Ended
March 31,
-----------------------
1995 1994
----------- -----------
(Thousands of Dollars)
Operating Activities:
Net Income................................................ $ 65,877 $ 68,590
Adjustments to reconcile to net cash
from operating activities:
Depreciation............................................ 60,737 56,896
Deferred income taxes and investment tax credits, net... 489 6,937
Deferred nuclear plants return, net of amortization..... 25,483 20,027
Recoverable energy costs, net of amortization........... (14,475) 4,465
Deferred demand-side management, net of amortization.... 4,119 2,452
Other sources of cash................................... 68,146 8,816
Other uses of cash...................................... (29,036) (24,317)
Changes in working capital:
Receivables and accrued utility revenues................ 7,314 21,280
Fuel, materials, and supplies........................... (197) (3,512)
Accounts payable........................................ (37,794) (49,826)
Accrued taxes........................................... 26,431 48,986
Other working capital (excludes cash)................... (14,857) (20,459)
----------- -----------
Net cash flows from operating activities.................... 162,237 140,335
----------- -----------
Financing Activities:
Issuance of long-term debt................................ - 280,000
Issuance of Monthly Income
Preferred Securities (Note 2)<F2>........................ 100,000 -
Net decrease in short-term debt........................... (56,750) 102,500
Reacquisitions and retirements of long-term debt.......... (11) (447,011)
Reacquisitions and retirements of preferred stock......... (117,500) -
Cash dividends on preferred stock......................... (9,431) (5,941)
Cash dividends on common stock............................ (39,847) (39,726)
----------- -----------
Net cash flows used for financing activities................ (123,539) (110,178)
----------- -----------
Investment Activities:
Investment in plant:
Electric utility plant.................................. (25,277) (33,490)
Nuclear fuel............................................ (3,801) 10,255
----------- -----------
Net cash flows used for investments in plant.............. (29,078) (23,235)
Other investment activities, net.......................... (9,684) (7,247)
----------- -----------
Net cash flows used for investments......................... (38,762) (30,482)
----------- -----------
Net Decrease In Cash For The Period......................... (64) (325)
Cash and special deposits - beginning of period............. 2,017 2,283
----------- -----------
Cash and special deposits - end of period................... $ 1,953 $ 1,958
=========== ===========
See accompanying notes to consolidated financial statements.
THE CONNECTICUT LIGHT AND POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
<F1>1.General
The accompanying unaudited consolidated financial statements should be read in
conjunction with the Annual Report of The Connecticut Light and Power Company
(the company or CL&P), a wholly owned subsidiary of Northeast Utilities (NU) on
Form 10-K for the year ended December 31, 1994 (1994 Form 10-K). In the opinion
of the company, the accompanying financial statements contain all adjustments
necessary to present fairly the financial position as of March 31, 1995, the
results of operations for the three months ended March 31, 1995 and 1994, and
the statements of cash flows for the three months ended March 31, 1995 and 1994.
The results of operations for the three months ended March 31, 1995 and 1994
are not necessarily indicative of the results expected for a full year.
Certain reclassifications of prior period data have been made to conform with
the current period presentation.
<F2>2.Capitalization
On January 23, 1995, CL&P Capital, L.P. (CL&P LP) issued $100 million of
cumulative 9.3% Monthly Income Preferred Securities (MIPS), Series A. CL&P has
the sole ownership interest in CL&P LP, as a general partner, and is the
guarantor of the MIPS securities. Subsequent to the MIPS issuance, CL&P LP
loaned the proceeds of the MIPS issuance, along with CL&P's $3.1 million capital
contribution, back to CL&P in the form of an unsecured debenture. CL&P
consolidates CL&P LP for financial reporting purposes. Upon consolidation, the
unsecured debenture is eliminated, and the MIPS securities are accounted for as
a minority interest.
During the first quarter of 1995, the net proceeds from the issuance and sale of
MIPS, along with the proceeds of short-term debt, were used for redemption,
reacquisition or payment at maturity of $67.5 million of CL&P's 1989 Series, 9
percent Preferred Stock and $50 million of variable-rate 1989 Dutch Auction Rate
Transferable Securities.
<F3>3.Derivative Financial Instruments
CL&P uses fuel-swap agreements with financial institutions to hedge against
well-defined fuel-price risk created by negotiated energy contracts. CL&P does
not use them for trading purposes. These fuel swaps minimize exposure
associated with rising fuel prices and effectively fix CL&P's cost of fuel for
these negotiated energy contracts. Under the swap agreements, CL&P exchanges
monthly payments based on the differential between a fixed and variable price
for the associated fuel. As of March 31, 1995, CL&P had outstanding agreements
with a total notional value of approximately $192 million, and a positive mark-
to-market position of approximately $1.9 million. These swap agreements have
been made with various financial institutions, each of which are rated "A" or
better by Standard & Poor's rating group.
CL&P is exposed to credit risk on its fuel swaps if the counterparties fail to
perform their obligations. However, management anticipates that the
counterparties will be able to fully satisfy their obligations under the
contracts.
For further information on Derivative Financial Instruments, see the Notes to
Consolidated Financial Statements in CL&P's 1994 Form 10-K.
<F4>4.Commitments and Contingencies
Construction Program: For information regarding CL&P's construction program,
see the Notes to Consolidated Financial Statements in CL&P's 1994 Form 10-K.
Nuclear Performance: Regarding the decisions for each of the five prudence
reviews related to outages that occurred over the period October 1990 through
February 1992 at the Millstone nuclear units, the Office of Consumer Counsel
(OCC) had appealed two of the decisions favorable to CL&P. The OCC has prevailed
in both appeals on a procedural issue and the cases have been remanded to the
DPUC for further proceedings.
Management's ongoing evaluation of the current Millstone 2 extended refueling
and maintenance outage that began on October 1, 1994 has concluded that, based
on currently available information, the unit is not expected to return to
service before June 1995. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations" in this Form 10-Q for additional
information on the Millstone 2 outage.
For additional information regarding the performance of CL&P's nuclear units,
see the Notes to Consolidated Financial Statements in CL&P's 1994 Form 10-K.
Environmental Matters: For information regarding environmental matters, see the
Notes to Consolidated Financial Statements in CL&P's 1994 Form 10-K.
Nuclear Insurance Contingencies: For information regarding nuclear insurance
contingencies, see the Notes to Consolidated Financial Statements in CL&P's 1994
Form 10-K.
Purchased Power Arrangements: For information regarding purchased power
arrangements, see the Notes to Consolidated Financial Statements in CL&P's 1994
Form 10-K.
Hydro-Quebec: For information regarding Hydro-Quebec, see the Notes to
Consolidated Financial Statements in CL&P's 1994 Form 10-K.
CONNECTICUT LIGHT AND POWER AND SUBSIDIARIES
Management's Discussion and Analysis of Financial
Condition and Results of Operations
This section contains management's assessment CL&P's (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
consolidated financial statements, footnotes and management's discussion and
analysis in the 1994 Form 10-K.
FINANCIAL CONDITION
Overview
The company's net income decreased to approximately $66 million for the three
months ended March 31, 1995, from approximately $69 million for the same period
in 1994. The decrease in net income from 1994 is primarily attributable to
lower retail kilowatt-hour sales as a result of extremely mild weather in the
first three months of 1995. CL&P's retail kilowatt-hour sales for 1995 were
down by approximately 6 percent from 1994, which had colder than normal weather
in the first three months. The impact of lower sales in 1995 was partially
offset by the deferral of CL&P cogeneration expenses.
Nuclear Performance
The composite capacity factor of the five nuclear generating units that the NU
system operates -- including the Connecticut Yankee nuclear unit -- was 65.6
percent for the three months ended March 31, 1995, as compared with 66.9 percent
for the same period in 1994. The lower 1995 capacity factor was primarily the
result of an extended refueling and maintenance outage for Millstone 2.
On October 1, 1994, Millstone Unit 2 was shut down for a planned 63-day
refueling and maintenance outage. The outage has encountered several unexpected
difficulties which have lengthened the duration of the outage. The outage
extension was primarily caused by a significant scope increase in service water
system repairs as identified through a comprehensive inspection plan, and by a
need for management to exercise a deliberate approach to the conduct of work
during the early portion of the outage. The outage has been further extended
for one month (from May to June) based on a detailed analysis of the work
remaining to be performed, and the need to adequately train the plant's licensed
operators in the use of revised emergency operating procedures. The outage
schedule is currently under review, but the unit is not expected to return to
service until June 1995 following a Nuclear Regulatory Commission assessment of
the unit's readiness to restart. Total replacement-power costs attributable to
the extension of the outage for CL&P are expected to be in the range of $7
million per month. In addition, CL&P's share of operation and maintenance (O&M)
costs to be incurred during the outage are estimated to be $46 million, an
increase of approximately $19 million as a result of the extended outage. O&M
costs associated with the refueling outage are deferred and amortized through
rates for CL&P. The recovery of the replacement-power and O&M costs is subject
to prudence reviews in Connecticut.
CL&P has a mechanism that has been in operation since 1979 designed to recover
or refund certain nonnuclear fuel costs if the nuclear units do not operate at a
predetermined capacity factor (the Generation Utilization Adjustment Clause or
GUAC). For the GUAC year ended July 31, 1995, CL&P expects to defer
approximately $86 million of GUAC fuel costs for projected nuclear performance
below 72 percent. A one percent change in the GUAC factor from 72 percent
results in additional revenues to be collected or refunded of approximately $6
million. As of March 31, 1995, CL&P has reserved approximately $18 million
against the deferred GUAC costs, based on the methodology applied by the
Department of Public Utility Control (DPUC) in previous GUAC decisions.
Recovery of the deferred costs will be subject to review by the DPUC.
Maine Yankee Atomic Power Company (Maine Yankee) is the owner of an 860 MW
nuclear electric generating unit (the Plant). The company owns 12% of the common
stock of Maine Yankee and purchases approximately the same percentage of the
Plant's output at a rate based on Maine Yankee's costs. Like other pressurized
water reactors, the Plant has been experiencing degradation of its steam
generator tubes, primarily in the form of circumferential cracking. Until early
1995, the cracking was believed to be limited to a relatively small number of
tubes.
During the current refueling and maintenance outage that began in February 1995,
Maine Yankee detected substantially increased degradation of the steam generator
tubes. Maine Yankee is continuing to assess the extent of the cracking and
evaluating its options. The extent of tube cracking is sufficiently great that
the Plant cannot return to operation without repairs that will result in
substantial additional expenditures by Maine Yankee, with CL&P being responsible
for its pro rata share of noncapital costs under its power contract. In
addition, CL&P will incur additional costs for replacement power (estimated at
approximately $600,000 per month) until the Plant returns to service.
Maine Yankee intends to sleeve all 17,000 tubes in the Plant's three steam
generators. Maine Yankee expects that the sleeving operation would begin in
June and that the Plant would return to service near the end of 1995. The cost
to Maine Yankee of the sleeving operation has not been determined, but could be
approximately $40 million. If the capital cost of the sleeving operation
exceeds the funds available to Maine Yankee itself (which is not currently
expected), Maine Yankee might request equity contributions from its common
stockholders, including CL&P, under its capital funds agreement with them. If
requested, the stockholders are required to contribute their pro rata shares,
subject in some cases to regulatory approval.
LIQUIDITY AND CAPITAL RESOURCES
Cash provided from operations increased approximately $22 million for the first
three months of 1995, as compared with the same period in 1994, primarily due to
cash payments received under a new wholesale power arrangement with the town of
Wallingford, Connecticut (Wallingford), effective January 1, 1995. Cash used
for financing activities was approximately $13 million higher in 1995, as
compared with 1994, primarily due to repayment of short-term debt, partially
offset by lower net reacquisitions and retirements of long-term debt. Cash used
for investments increased approximately $8 million in 1995, as compared with
1994, primarily due to nuclear fuel purchases in December 1993 that were
transferred to the nuclear fuel trust in January 1994, partially offset by lower
construction expenditures in 1995.
The company's construction program expenditures amounted to approximately $25
million for the first three months of 1995, as compared to approximately $33
million during the same period in 1994.
RESULTS OF OPERATIONS
Comparison of the First Quarter of 1995 with the First Quarter of
- -----------------------------------------------------------------
1994
- ----
Operating revenues decreased approximately $19 million in the first quarter of
1995, as compared with 1994. The components of the change in operating revenues
are as follows:
Changes in Operating Revenues Increase/(Decrease)
- ----------------------------- -------------------
(Millions of Dollars)
Regulatory decisions $ 20
Fuel, and purchased power cost recoveries (11)
Sales volume (28)
Sales to other utilities (4)
Other revenues 4
----
Total revenue change $(19)
====
Revenues related to regulatory decisions increased primarily because of the
retail rate increase for CL&P in July 1994 and higher conservation revenues.
Fuel and purchased power cost recoveries decreased primarily due to lower
revenues from lower energy sales to outside utilities. Sales volume decreased
as a result of lower retail kilowatt-hour sales in 1995. Retail sales decreased
6.0 percent for the first quarter of 1995 from 1994 sales level due to extremely
mild weather in the first three months of 1995 and colder than normal weather in
1994.
Fuel, purchased, and net interchange power expense increased approximately $9
million in the first quarter of 1995, as compared with 1994, primarily because
of a higher level of energy purchases from other utilities and a $5 million
increase in the reserve against deferred GUAC costs.
Other operation expense increased approximately $5 million and maintenance
expense decreased approximately $2 million. The increase in operation expense
is due primarily to higher capacity charges from Maine Yankee which is in an
extended refueling outage and higher conservation expenses. The decrease in
maintenance expense is due primarily to lower maintenance costs at the nuclear
units.
Amortization of regulatory assets, net decreased approximately $21 million in
the first quarter of 1995, as compared with 1994, primarily because of the
deferral of CL&P cogeneration expenses of $6 million per month which began in
July 1994.
Federal and state income taxes decreased approximately $20 million in the first
quarter of 1995, as compared with 1994, primarily because of lower book taxable
income and an adjustment to the tax accrual for a favorable tax ruling.
Deferred nuclear plants return decreased approximately $4 million in the first
quarter of 1995, as compared with 1994, primarily because the last five percent
of CL&P's Millstone 3 investment was phased into rates on January 1, 1995.
Other income decreased approximately $5 million in the first quarter of 1995, as
compared with 1994, primarily as a result of a settlement agreement with
Wallingford.
PART II. OTHER INFORMATION
Item 1.Legal Proceeding
1. On April 12, 1995, the Federal Energy Regulatory Commission (FERC)
denied requests for reconsideration of its January 11, 1995 order granting
CL&P's petition concerning the Southeastern Connecticut Regional Resources
Recovery Authority project in Preston, Connecticut. In the January order, FERC
ruled that states cannot require a utility to pay qualifying facilities greater
than avoided costs. One party has appealed this decision to the United States
Court of Appeals, and further appeals are expected.
For additional information on this proceeding, see "Item 3 - Legal Proceedings"
in CL&P's 1994 Form 10-K.
Item 5.Other Information
1. On April 10, 1995, CL&P received a notice of opportunity from the
Connecticut Department of Public Utility Control (DPUC) to brief the issues
related to the outage at Millstone Unit 2, which ended on June 18, 1994,
involving the repair of damage to a reactor coolant pump. The notice requested
parties to submit briefs by May 3, 1995 on whether $13 million of replacement
power costs related to the outage should be recovered through rates and whether
hearings are necessary.
For additional information on this matter, see "Item 1. Business - Electric
Operations - Nuclear Generation - Millstone Units" in CL&P's 1994 Form 10-K.
Item 6.Exhibits and Reports on Form 8-K
(a) Listing of Exhibits:
Exhibit
Number Description
------- -----------
27 Financial Data Schedule
(b) Reports on Form 8-K:
CL&P filed a Form 8-K dated January 13, 1995 regarding the execution of an
Underwriting Agreement related to a portion of the Monthly Income Preferred
Securities.
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.
THE CONNECTICUT LIGHT AND POWER COMPANY
---------------------------------------
Registrant
Date May 11, 1995 By /s/ Bernard M. Fox
-------------------- ------------------------------
Bernard M. Fox
Vice Chairman and Director
Date May 11, 1995 By /s/ John W. Noyes
-------------------- -----------------------------
John W. Noyes
Vice President and
Controller
1