EXHIBIT 28a
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 11-K
ANNUAL REPORT
Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
For the fiscal year ended December 31, 1993
Commission File No. 33-34068
COLONIAL GAS COMPANY
SAVINGS PLAN
(Full title of the plan)
COLONIAL GAS COMPANY
(Name of issuer of the securities held pursuant to the plan)
40 MARKET STREET
LOWELL, MASSACHUSETTS 01852
(address of plan and principal executive office of issuer)
Financial Statements and Schedules
The Colonial Gas Company Savings Plan (the "Plan") is established
and maintained as a retirement program in full compliance with
the Employee Retirement Income Security Act of 1974 ("ERISA").
The following plan financial statements and schedules were
prepared in accordance with financial reporting requirements of
ERISA and are filed herewith in lieu of the requirements of Items
1-3.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the Plan Administrator and Barbara A. Field have duly
caused this annual report to be signed by the undersigned
thereunto duly authorized.
COLONIAL GAS COMPANY SAVINGS PLAN
(Name of Plan)
By: Barbara A. Field, Manager of the
Plan's Operations
Date: April 7, 1994
COLONIAL GAS COMPANY,
Plan Administrator
By: C. O. Swanson, President
Report of Independent Certified Public Accountants
Colonial Gas Company
Administrator of Colonial Gas Company
Savings Plan
We have audited the statements of financial condition of
Colonial Gas Company Savings Plan as of December 31, 1993 and
1992, and the related statements of income and changes in fund
equity for each of the three years in the period ended December
31, 1993. 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 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 condition
of Colonial Gas Company Savings Plan as of December 31, 1993 and
1992, and the income and changes in fund equity for each of three
years in the period ended December 31, 1993, in conformity with
generally accepted accounting principles.
GRANT THORNTON
Boston, Massachusetts
April 7, 1994
COLONIAL GAS COMPANY SAVINGS PLAN
STATEMENTS OF FINANCIAL CONDITION
December 31, 1993
Colonial Gas Money
Company Common Market Savings
ASSETS Stock Fund Fund Fund
Investments (Notes A and C)
Common Stock of Colonial
Gas Company at market value -
515,446 shares (cost $7,726,846) $11,597,535 $ - $ -
Secured Notes (Note C) - - -
Other (Note F) 10,100 1,642,938 1,694,746
Total investments 11,607,635 1,642,938 1,694,746
Cash - 3,893 -
Other 92 15,080 9,522
Due from Other Plans - 3,678 -
Due from Other Funds 143,677 7,622 23,969
Total assets $11,751,404 $1,673,211 $1,728,237
LIABILITIES AND EQUITY
Due to Other Funds $ 1,789 $262,211 $ 87,970
Plan Equity - including net
unrealized appreciation
or depreciation of investments
(Notes A and G) 11,749,615 1,411,000 1,640,267
Total liabilities and equity $11,751,404 $1,673,211 $1,728,237
Equity Loan
ASSETS Fund Fund Total
Investments (Notes A and C)
Common Stock of Colonial
Gas Company at market value -
515,446 shares (cost $7,726,846) - $ - $11,597,535
Secured Notes (Note C) - 935,443 935,443
Other (Note F) 1,682,458 - 5,030,242
Total investments 1,682,458 935,443 17,563,220
Cash - - 3,893
Other 3,440 - 28,134
Due from Other Plans - - 3,678
Due from Other Funds 123,292 124,798 423,358
Total assets $1,809,190 $1,060,241 $ 18,022,283
LIABILITIES AND EQUITY
Due to Other Funds $ 3 $ 71,385 $423,358
Plan Equity - including net unrealized
appreciation or depreciation of
investments (Notes A and G) 1,809,187 988,856 17,598,925
Total liabilities and equity $1,809,190 $1,060,241 $18,022,283
The accompanying notes are an integral part of these statements.
COLONIAL GAS COMPANY SAVINGS PLAN
STATEMENTS OF FINANCIAL CONDITION
December 31, 1992
Colonial Gas Money
Company Common Market Savings
ASSETS Stock Fund Fund Fund
Investments (Notes A and C)
Common Stock of Colonial
Gas Company at market value -
471,032 shares (cost $6,645,094) $10,009,430 $ - -
Secured Notes (Note C) - - -
Other (Note F) 20 1,704,696 1,400,514
Total investments 10,009,450 1,704,696 1,400,514
Cash - 79 13
Receivable from Colonial Gas Company
Participant deposits and Colonial
Gas Company contributions for December 62,034 13,014 13,270
Other 6 4,725 7,673
Due from Other Funds 45,406 850 13,675
Total assets $10,116,896 $1,723,364 $1,435,145
LIABILITIES AND EQUITY
Due to Other Funds $ 850 $ 46,310 $ -
Plan Equity - including net unrealized
appreciation or depreciation of
investments (Notes A and G) 10,116,046 1,677,054 1,435,145
Total liabilities and equity $10,116,896 $1,723,364 $1,435,145
Equity Loan
ASSETS Fund Fund Total
Investments (Notes A and C)
Common Stock of Colonial
Gas Company at market value -
471,032 shares (cost $6,645,094) $ - $ - $10,009,430
Secured Notes (Note C) - 927,844 927,844
Other (Note F) 1,080,669 - 4,185,899
Total investments 1,080,669 927,844 15,123,173
Cash - - 92
Receivable from Colonial Gas Company
Participant deposits and Colonial
Gas Company contributions
for December 15,095 - 103,413
Other 1,936 - 14,340
Due from Other Funds 11,234 - 71,165
Total assets $1,108,934 $927,844 $15,312,183
LIABILITIES AND EQUITY
Due to Other Funds $ - $ 24,005 $ 71,165
Plan Equity - including net unrealized
appreciation or depreciation of
investments (Notes A and G) 1,108,934 903,839 15,241,018
Total liabilities and equity $1,108,934 $927,844 $15,312,183
The accompanying notes are an integral part of these statements.
COLONIAL GAS COMPANY SAVINGS PLAN
STATEMENTS OF INCOME AND CHANGES IN FUND EQUITY
Year Ended December 31, 1993
Colonial Gas Money
Company Common Market Savings
Stock Fund Fund Fund
Investment income:
Dividends on Colonial Gas Company
Common Stock $606,532 $ - $ -
Dividends - - 74,798
Interest 954 53,768 14,515
Total investment income 607,486 53,768 89,313
Net realized gain/(loss) on disposition
of investments (Note H) 16,818 - 28,921
Unrealized appreciation/(depreciation)
of investments (Notes A and G) 506,353 - (34,826)
Contributions (Note C):
Participants 618,424 93,563 131,832
Colonial Gas Company 208,112 35,178 49,398
Total contributions 826,536 128,741 181,230
Total net additions 1,957,193 182,509 264,638
Transfers to other plans (6,977) - -
Withdrawals (249,698) (149,221) (4,851)
Forfeitures (73,471) - -
Other 35,320 (25,885) -
Total deductions (294,826) (175,106) (4,851)
Net increase 1,662,367 7,403 259,787
Plan equity:
Beginning of year 10,116,046 1,677,054 1,435,145
Inter-fund transfers (28,798) (273,457) (54,665)
End of year $11,749,615 $1,411,000 $1,640,267
Equity Loan
Fund Fund Total
Investment income:
Dividends on Colonial Gas Company
Common Stock $ - $ - $606,532
Dividends 28,462 - 103,260
Interest 1,221 65,225 135,683
Total investment income 29,683 65,225 845,475
Net realized gain/(loss) on disposition
of investments (Note H) 244,003 - 289,742
Unrealized appreciation/(depreciation)
of investments (Notes A and G) (105,628) - 365,899
Contributions (Note C):
Participants 160,648 - 1,004,467
Colonial Gas Company 49,906 - 342,594
Total contributions 210,554 - 1,347,061
Total net additions 378,612 65,225 2,848,177
Transfers to other plans (3,030) - (10,007)
Withdrawals (11,589) - (415,359)
Forfeitures (868) - (74,339)
Other - - 9,435
Total deductions (15,487) - (490,270)
Net increase 363,125 65,225 2,357,907
Plan equity:
Beginning of year 1,108,934 903,839 15,241,018
Inter-fund transfers 337,128 19,792 -
End of year $1,809,187 $988,856 $17,598,925
The accompanying notes are an integral part of these statements.
COLONIAL GAS COMPANY SAVINGS PLAN
STATEMENTS OF INCOME AND CHANGES IN FUND EQUITY
Year Ended December 31, 1992
Colonial Gas Money
Company Common Market Savings
Stock Fund Fund Fund
Investment income:
Dividends on Colonial Gas Company
Common Stock $528,374 $ - $ -
Interest 469 65,538 89,761
Total investment income 528,843 65,538 89,761
Net realized gain on disposition of
investments (Note H) - - 1,203
Unrealized appreciation of investments
(Notes A and G) 1,546,874 - (267)
Contributions (Note C):
Participants 550,297 134,574 119,473
Colonial Gas Company 186,981 42,982 46,174
Other 7,203 5,474 4,802
Total contributions 744,481 183,030 170,449
Transfers from other plans 46,987 - -
Total net additions 2,867,185 248,568 261,146
Transfers to other plans - - -
Withdrawals (198,537) (4,866) (21,012)
Forfeitures (4,431) - (328)
Other - - -
Total deductions (202,968) (4,866) (21,340)
Net increase (decrease) 2,664,217 243,702 239,806
Plan equity:
Beginning of year 7,141,811 1,896,857 1,355,516
Inter-fund transfers 310,018 (463,505) (160,177)
End of year $10,116,046 $1,677,054 $1,435,145
Equity Loan
Fund Fund Total
Investment income:
Dividends on Colonial Gas Company
Common Stock $ - $ - $528,374
Interest 20,008 77,455 253,231
Total investment income 20,008 77,455 781,605
Net realized gain on disposition of
investments (Note H) 12,149 - 13,352
Unrealized appreciation of investments
(Notes A and G) 39,688 - 1,586,295
Contributions (Note C):
Participants 136,378 - 940,722
Colonial Gas Company 42,489 - 318,626
Other 7,203 - 24,682
Total contributions 186,070 - 1,284,030
Transfers from other plans - - 46,987
Total net additions 257,915 77,455 3,712,269
Transfers to other plans (124) - (124)
Withdrawals (45,112) - (269,527)
Forfeitures (1,415) - (6,174)
Other - (108,135) (108,135)
Total deductions (46,651) (108,135) (383,960)
Net increase (decrease) 211,264 (30,680) 3,328,309
Plan equity:
Beginning of year 709,567 808,958 11,912,709
Inter-fund transfers 188,103 125,561 -
End of year $1,108,934 $903,839 $15,241,018
The accompanying notes are an integral part of these statements
COLONIAL GAS COMPANY SAVINGS PLAN
STATEMENTS OF INCOME AND CHANGES IN FUND EQUITY
Year Ended December 31, 1991
Colonial Gas Money
Company Common Market Savings
Stock Fund Fund Fund
Investment income:
Dividends on Colonial Gas Company
Common Stock $439,624 $ - $ -
Interest 576 111,051 90,336
Total investment income 440,200 111,051 90,336
Net realized gain on disposition of
investments (Note H) 5,156 - 408
Unrealized appreciation of investments
(Notes A and G) 908,662 - 17,226
Contributions (Note C):
Participants 461,953 167,904 117,956
Colonial Gas Company 160,905 62,841 49,160
Other 33,427 7,798 3,062
Total contributions 656,285 238,543 170,178
Transfers from other plans 9,127 4,157 -
Total net additions 2,019,430 353,751 278,148
Withdrawals (292,617) (15,372) (55,693)
Forfeitures (1,331) - (75)
Total deductions (293,948) (15,372) (55,768)
Net increase 1,725,482 338,379 222,380
Plan equity:
Beginning of year 5,242,937 1,799,863 1,167,831
Inter-fund transfers 173,392 (241,385) (34,695)
End of year $7,141,811 $1,896,857 $1,355,516
Equity Loan
Fund Fund Total
Investment income:
Dividends on Colonial Gas Company
Common Stock - $ - $439,624
Interest 11,162 75,088 288,213
Total investment income 11,162 75,088 727,837
Net realized gain on disposition of
investments (Note H) - - 5,564
Unrealized appreciation of investments
(Notes A and G) 141,046 - 1,066,934
Contributions (Note C):
Participants 75,260 - 823,073
Colonial Gas Company 21,510 - 294,416
Other 16,089 - 60,376
Total contributions 112,859 - 1,177,865
Transfers from other plans 9,381 - 22,665
Total net additions 274,448 75,088 3,000,865
Withdrawals (850) - (364,532)
Forfeitures (259) - (1,665)
Total deductions (1,109) - (366,197)
Net increase 273,339 75,088 2,634,668
Plan equity:
Beginning of year 329,744 737,666 9,278,041
Inter-fund transfers 106,484 (3,796) -
End of year $709,567 $808,958 $11,912,709
The accompanying notes are an integral part of these statements.
COLONIAL GAS COMPANY SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1993, 1992 AND 1991
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting Principles
The financial statements of the Colonial Gas Company
Savings Plan have been prepared in conformity with
generally accepted accounting principles as applied to
Employee Benefit Plans and in accordance with the terms
of the Trust Agreement.
Valuation of Investments
Investments are held by a bank-administered trust fund
and are stated at their approximate market value. The
change in the difference between market value and the
cost of the investment is reflected in the statement of
income and changes in fund equity as unrealized
appreciation or (depreciation) of investments.
NOTE B - SUMMARY OF PLAN PROVISIONS
Effective Date: January 1, 1982, as amended from time to time
and amended and restated as of January 1,
1989.
Plan Year: January 1 through December 31.
Coverage: All regular non-union employees of Colonial
Gas Company, of its Lowell and Cape Cod
Divisions, and of its wholly-owned
subsidiary, Transgas Inc., who satisfy the
eligibility requirements.
Eligibility: Employees are eligible for membership on
either January or July 1 coincident with or
next following the date on which they have
both:
(1)Attained the age of 21, and
(2)Completed six months of credited
service.
Normal Retirement The normal retirement date of a member is the
Date: first day of the month coinciding with or
immediately preceding his 65th birthday.
Normal Retirement The normal retirement benefit of a member on
Benefit: his normal retirement date is equal to 100%
of the amount standing to the credit of his
accounts as of the valuation date immediately
preceding or coinciding with his normal
retirement date.
Normal Form of The Plan offers members three methods of
Payment: payment: (1) a lump sum, (2) periodic
installments of substantially equal amounts
over a 5, 10, or 15 year period or (3)
purchase of a single premium nontransferable
annuity contract from a legal reserve life
insurance company.
Early Retirement: A member may retire early if he has
attained the age of 55 and has completed
at least five years of credited service.
The benefit payable upon early retirement
is equal to the vested portion of the
amount standing to the credit of his
accounts as of the valuation date
immediately preceding or coinciding with
his early retirement date.
Deferred Retirement: A member who works past age 65 has all the
rights under the Plan that he would have
prior to his normal retirement age and,
upon retirement, shall be entitled to
receive 100% of the amount standing to the
credit of his accounts.
Vesting: A member who terminates employment prior
to becoming eligible for benefits has a
vested right to 100% of the amount which
he contributed. A member will have a
vested right to Company contributions
based upon 15% per year of credited
service with 100% vested after seven years
of credited service.
Forfeiture: A member who terminates his employment
prior to becoming eligible for benefits
and does not have a 100% vested right to
Company contributions forfeits the amount
not vested. Such forfeited Company
contributions will be used to reduce
future required Company contributions.
Pre-Retirement In the event of the death of a member, his
Death: designated beneficiary will be entitled to
receive 100% of the amount standing to the
credit of his accounts as of the valuation
date coincident with or immediately
preceding the member's death.
Disability Benefit: A member who becomes disabled to the
extent that he no longer remains in the
employ of the Company is entitled to
receive 100% of the amount standing to the
credit of his accounts as of the valuation
date immediately preceding or coinciding
with the date of the member's termination
of employment due to disability.
Plan Administrator: Colonial Gas Company is the Plan's
Administrator and will determine the
benefits payable.
NOTE C - CONTRIBUTIONS AND INVESTMENT PROGRAMS
The investment programs of the plan are as follows:
Participant contributions - upon enrollment or re-enrollment,
each participant shall direct that his contributions are to
be invested in accordance with any of the following
investment options:
(a) 100% in the Colonial Gas Company Common Stock Fund
(Colonial Gas Company, $3.33 Par Value Common Stock).
(b) 100% in the Money Market Fund ("BayFunds
Money Market Portfolio") maintained by BayBank.
This Fund consists of short-term investments
including Bankers Acceptances, Certificates of Deposit
and Repurchase Agreements.
(c) 100% in the Equity Fund "BayFunds Equity Portfolio"
maintained by BayBank. This fund is composed
of 100 - 120 common stocks meeting certain minimum
requirements.
(d) 100% in the Savings Fund "BayFunds Short-
Term Yield Portfolio" maintained by BayBank.
This Fund involves long-term investing, with maturities
of 4 years or less. These investments include U.S.
Treasury and Federal Agency Obligations, Certificates of
Deposit and Commercial Paper.
(e) In each of the above funds in multiples of 5%. Such
direction may be revised on 30 day prior notice
effective January 1, April 1, July 1 or October 1 of any year
(prior to 1994, revisions were only allowed effective
on April 1 or October 1).
(f) Upon a participant's application, the Plan
Administrator may lend a participant an amount which,
when aggregated with all of his other outstanding loans
under the Plan, is not in excess of the lesser of
$50,000 or 50% of the participant's accounts as of the
date on which the loan is approved. The minimum loan
permissible is $1,000. The $50,000 limit is reduced by
the highest outstanding loan balance in the prior twelve
month period.
Colonial Gas Company contributions - Colonial Gas Company
shall contribute to the Plan for each month an amount equal
to 50% of an employee's pre-tax contributions up through the
first 5% of their monthly compensation, as designated by the
employee. Company contributions are vested at the rate of
15% per year from the date of credited service. The portion
of Company contributions which are not vested remain credited
to each employee's account so long as he remains an employee.
Non-vested contributions are forfeited upon termination of
employment and are applied to reduce subsequent Company
contributions. In addition, employees may make pre-tax
contributions of up to an additional 10% of their monthly
compensation which are not matched by the employer.
The number of participants in each fund was as follows:
December 31,
1993 1992
Colonial Gas Company Common Stock Fund 322 303
Money Market Fund 113 122
Equity Fund 128 94
Savings Fund 117 100
Loan Fund 121 113
The total number of participants in the Plan was 358 and 344 at
December 31, 1993 and 1992, respectively, which is less than the
sum of the number of participants shown above because many were
participating in more than one fund.
Amounts contributed to the participants' accounts by the Company
are taxable to the participants in the year of distribution.
Contributions made by the participants are deductible for Federal
income tax purposes up to specified limits.
NOTE D - STATUS OF PLAN
The Plan received a favorable determination letter from the
Internal Revenue Service dated October 15, 1986, granting a
qualified tax status.
NOTE E - PRIORITIES UPON TERMINATION OF PLAN
In the event of termination, partial termination, or
discontinuance of contributions to the Plan by the Company, the
rights of all members to amounts theretofore credited to their
accounts shall be fully vested and nonforfeitable. In the event
of termination, the Trustee shall distribute to the persons
entitled thereto the balances of any undistributed accounts of
terminated or retired members and the accounts of each member who
continues in the employ of the Company either immediately or at
such later date, no later than the termination of such employment,
as the Trustee in its discretion may determine. Any distribution
under this Section shall be in one lump sum. Distribution may be
made wholly or partly in cash or in kind, provided that no person
shall be required to accept distribution in any form other than
cash.
NOTE F - INVESTMENTS - OTHER
December 31, 1993
Approximate
Market
Units Cost Value
Money Market Fund:
BayFunds Money Market Portfolio 1,642,938 $1,642,938 $1,642,938
$1,642,938 $1,642,938
Savings Fund:
BayFunds Short-Term Yield Portfolio 171,014 $1,708,783 $1,694,746
$1,708,783 $1,694,746
Equity Fund:
BayFunds Equity Portfolio 153,229 $1,563,225 $1,682,458
$1,563,225 $1,682,458
December 31, 1992
Approximate
Market
Units Cost Value
Money Market Fund:
BayFunds Money Market Portfolio 1,704,696 $1,704,696 $1,704,696
$1,704,696 $1,704,696
Savings Fund:
BayFunds Money Market Portfolio 13,362 $13,362 $ 13,362
BayBank Employee Benefit Money
Market Plus 136,274 1,366,363 1,387,152
$1,379,725 $1,400,514
Equity Fund:
BayFunds Money Market Portfolio 13,226 $13,226 $ 13,226
BayBank Pooled Equity Fund 3,838 842,582 1,067,443
$855,808 $1,080,669
NOTE G - NET UNREALIZED APPRECIATION/(DEPRECIATION) OF INVESTMENTS
Colonial Gas
Company
Common Savings Equity
Stock Fund Fund Fund Total
Balance at December 31, 1990 $ 908,800 $3,831 $ 44,128 $956,759
Change for the year 1991 908,662 17,225 141,045 1,066,932
Balance at December 31, 1991 1,817,462 21,056 185,173 2,023,691
Change for the year 1992 1,546,874 (267) 39,688 1,586,295
Balance at December 31, 1992 3,364,336 20,789 224,861 3,609,986
Change for the year 1993 506,353 (34,826) (105,628) 365,899
Balance at December 31, 1993 $3,870,689 $(14,037) $119,233 $3,975,885
NOTE H - NET REALIZED GAIN/(LOSS) ON DISPOSITION OF INVESTMENTS
Year Ended December 31, 1993
Colonial Gas
Company
Common Savings Equity
Stock Fund Fund Fund Total
Amount Realized $1,261,477 $1,663,340 $1,281,764 $4,206,581
Cost at Average 1,244,659 1,634,419 1,037,761 3,916,839
Net realized gain $16,818 $28,921 $244,003 $289,742
Year Ended December 31, 1992
Colonial Gas
Company
Common Savings Equity
Stock Fund Fund Fund Total
Amount Realized $ - $541,510 $417,568 $959,078
Cost at Average - 540,307 405,419 945,726
Net realized gain $ - $1,203 $12,149 $13,352
Year Ended December 31, 1991
Colonial Gas
Company
Common Savings Equity
Stock Fund Fund Fund Total
Amount Realized $815,130 $384,241 $ - $1,199,371
Cost at Average 809,974 383,833 - 1,193,807
Net realized gain $ 5,156 $408 $ - $5,564
[END OF EXHIBIT 28a TO FORM 10-K/A]