EXHIBIT 28b
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. 33-34066
CAPE COD DIVISION OF COLONIAL GAS COMPANY
SAVINGS PLAN FOR LOCAL 13507 UNITED STEELWORKERS OF AMERICA
AFL-CIO-CLC
(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 Cape Cod Division of Colonial Gas Company Savings Plan for
Local 13507 United Steelworkers of America AFL-CIO-CLC (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.
CAPE COD DIVISION OF COLONIAL GAS
COMPANY SAVINGS PLAN FOR LOCAL 13507
UNITED STEELWORKERS OF AMERICA AFL-CIO-
CLC
(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 Cape Cod Division of
Colonial Gas Company Savings Plan
for Local 13507
We have audited the statements of financial condition of
Cape Cod Division of Colonial Gas Company Savings Plan for Local
13507 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 Cape Cod Division of Colonial Gas Company Savings Plan for
Local 13507 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
CAPE COD DIVISION OF COLONIAL GAS COMPANY SAVINGS PLAN FOR LOCAL 13507
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 -
65,983 shares (cost $1,120,504) $1,484,618 $ - $ -
Secured Notes (Note C) - - -
Other (Note F) 65,658 55,086
Total investments 1,484,618 65,658 55,086
Cash 15 50 -
Receivable from Colonial Gas Company
Participant Deposits 25,595 1,744 845
Other 20 521 309
Due from Other Funds 8,659 3,143 -
Total assets $1,518,907 $71,116 $56,240
LIABILITIES AND EQUITY
Due to Other Funds $ - $5,855 $3,873
Plan Equity - including net
unrealized appreciation or
depreciation of investments
(Notes A and G) 1,518,907 65,261 52,367
Total liabilities and equity $1,518,907 $71,116 $56,240
Equity Loan
ASSETS Fund Fund Total
Investments (Notes A and C)
Common Stock of Colonial
Gas Company at market value -
65,983 shares (cost $1,120,504) $ - $ - $1,484,618
Secured Notes (Note C) - 138,583 138,583
Other (Note F) 181,483 - 302,227
Total investments 181,483 138,583 1,925,428
Cash - - 65
Receivable from Colonial Gas Company
Participant Deposits 6,160 - 34,344
Other 387 - 1,237
Due from Other Funds 1,201 5,855 18,858
Total assets $189,231 $144,438 $1,979,932
LIABILITIES AND EQUITY
Due to Other Funds $ - $9,130 $18,858
Plan Equity - including net unrealized
appreciation or depreciation of
investments (Notes A and G) 189,231 135,308 1,961,074
Total liabilities and equity $189,231 $144,438 $1,979,932
The accompanying notes are an integral part of these statements.
CAPE COD DIVISION OF COLONIAL GAS COMPANY SAVINGS PLAN FOR LOCAL 13507
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 -
53,726 shares (cost $839,252) $1,141,678 $ - $ -
Secured Notes (Note C) - - -
Other (Note F) - 49,482 39,531
Total investments 1,141,678 49,482 39,531
Cash 14 - 72
Receivable from Colonial Gas Company
Participant Deposits 17,939 1,026 700
Other - 147 215
Due from Other Funds 3,882 316 -
Total assets $1,163,513 $50,971 $40,518
Colonial Gas Money
Company Common Market Savings
Stock Fund Fund Fund
LIABILITIES AND EQUITY
Due to Other Funds $ - $ - $ -
Plan Equity - including net unrealized
depreciation or appreciation of
investments (Notes A and G) 1,163,513 50,971 40,518
Total liabilities and equity $1,163,513 $50,971 $40,518
Equity Loan
ASSETS Fund Fund Total
Investments (Notes A and C)
Common Stock of Colonial
Gas Company at market value -
53,726 shares (cost $839,252) $ - $ - $1,141,678
Secured Notes (Note C) - 52,435 52,435
Other (Note F) 138,055 - 227,068
Total investments 138,055 52,435 1,421,181
Cash 96 - 182
Receivable from Colonial Gas Company
Participant Deposits 3,644 - 23,309
Other 248 - 610
Due from Other Funds 87 - 4,285
Total assets $142,130 $52,435 $1,449,567
Equity Loan
Fund Fund Total
LIABILITIES AND EQUITY
Due to Other Funds $ - $4,285 $4,285
Plan Equity - including net unrealized
depreciation or appreciation of
investments (Notes A and G) 142,130 48,150 1,445,282
Total liabilities and equity $142,130 $52,435 $1,449,567
The accompanying notes are an integral part of these statements.
CAPE COD DIVISION OF COLONIAL GAS COMPANY SAVINGS PLAN FOR LOCAL 13507
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 $ 74,149 $ - $ -
Dividends - - 2,216
Interest 143 1,954 439
Total investment income 74,292 1,954 2,655
Net realized gain on disposition of
investments (Note H) - - 742
Unrealized appreciation (depreciation)
of investments (Notes A and G) 61,688 - (970)
Contributions (Note C):
Participants 214,565 11,700 11,471
Colonial Gas Company 43,733 2,226 2,392
Total contributions 258,298 13,926 13,863
Total net additions 394,278 15,880 16,290
Transfers to other plans (1,302) 3,423 (3,873)
Net increase 392,976 19,303 12,417
Plan equity:
Beginning of year 1,163,513 50,971 40,518
Inter-fund transfers (37,582) (5,013) (568)
End of year $1,518,907 $65,261 $52,367
Equity Loan
Fund Fund Total
Investment income:
Dividends on Colonial Gas Company
Common Stock $ - $ - $74,149
Dividends 3,215 - 5,431
Interest 203 17,264 20,003
Total investment income 3,418 17,264 99,583
Net realized gain on disposition of
investments (Note H) 23,299 - 24,041
Unrealized appreciation (depreciation)
of investments (Notes A and G) (7,381) - 53,337
Contributions (Note C):
Participants 43,261 - 280,997
Colonial Gas Company 7,652 - 56,003
Total contributions 50,913 - 337,000
Total net additions 70,249 17,264 513,961
Transfers to other plans 3,583 - 1,831
Net increase 73,832 17,264 515,792
Plan equity:
Beginning of year 142,130 48,150 1,445,282
Inter-fund transfers (26,731) 69,894 -
End of year $189,231 $135,308 $1,961,074
The accompanying notes are an integral part of these statements.
CAPE COD DIVISION OF COLONIAL GAS COMPANY SAVINGS PLAN FOR LOCAL 13507
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 $ 59,605 $ - $ -
Interest 80 1,781 2,447
Total investment income 59,685 1,781 2,447
Net realized gain on disposition of
investments (Note H) 15,242 - 73
Unrealized appreciation of investments
(Notes A and G) 168,368 - (78)
Contributions (Note C):
Participants 176,376 11,278 7,615
Other - 797 -
Total contributions 176,376 12,075 7,615
Total net additions 419,671 13,856 10,057
Transfers to other plans (48,086) - -
Net increase 371,585 13,856 10,057
Plan equity:
Beginning of year 835,294 53,843 39,576
Inter-fund transfers (43,366) (16,728) (9,115)
End of year $1,163,513 $50,971 $40,518
Equity Loan
Fund Fund Total
Investment income:
Dividends on Colonial Gas Company
Common Stock $ - $ - $59,605
Interest 2,281 2,306 8,895
Total investment income 2,281 2,306 68,500
Net realized gain on disposition of
investments (Note H) 317 - 15,632
Unrealized appreciation of investments
(Notes A and G) 7,521 - 175,811
Contributions (Note C):
Participants 35,427 - 230,696
Other 797 - 1,594
Total contributions 36,224 - 232,290
Total net additions 46,343 2,306 492,233
Transfers to other plans - - (48,086)
Net increase 46,343 2,306 444,147
Plan equity:
Beginning of year 59,569 12,853 1,001,135
Inter-fund transfers 36,218 32,991 -
End of year $142,130 $48,150 $1,445,282
The accompanying notes are an integral part of these statements.
CAPE COD DIVISION OF COLONIAL GAS COMPANY SAVINGS PLAN FOR LOCAL 13507
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 $48,363 $ - $ -
Interest 35 3,193 2,530
Total investment income 48,398 3,193 2,530
Net realized gain on disposition of
investments (Note H) - - 12
Unrealized appreciation of investments
(Notes A and G) 99,437 - 489
Contributions (Note C):
Participants 153,263 18,334 8,059
Other 3,544 - -
Total contributions 156,807 18,334 8,059
Total net additions 304,642 21,527 11,090
Withdrawals (825) (14) -
Net increase 303,817 21,513 11,090
Plan equity:
Beginning of year 520,028 50,314 29,739
Inter-fund transfers 11,449 (17,984) (1,253)
End of year $835,294 $53,843 $39,576
Equity Loan
Fund Fund Total
Investment income:
Dividends on Colonial Gas Company
Common Stock $ - $ - $48,363
Interest 919 870 7,547
Total investment income 919 870 55,910
Net realized gain on disposition of
investments (Note H) 1,086 - 1,098
Unrealized appreciation of investments
(Notes A and G) 10,378 - 110,304
Contributions (Note C):
Participants 13,562 - 193,218
Other - - 3,544
Total contributions 13,562 - 196,762
Total net additions 25,945 870 364,074
Withdrawals - - (839)
Net increase 25,945 870 363,235
Plan equity:
Beginning of year 27,897 9,922 637,900
Inter-fund transfers 5,727 2,061 -
End of year $59,569 $12,853 $1,001,135
The accompanying notes are an integral part of these statements.
CAPE COD DIVISION OF COLONIAL GAS COMPANY SAVINGS PLAN FOR LOCAL13507
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1993, 1992 AND 1991
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting Principles
The financial statements of the Cape Cod Division of
Colonial Gas Company Savings Plan for Local 13507 United
Steelworkers of America AFL-CIO-CLC 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: July 1,1986, as amended from time
to time.
Plan Year: January 1 through December 31.
Coverage: All employees of Colonial Gas
Company, whose terms of employment
are governed by a collective
bargaining agreement with Local 13507
and 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
Date: member is the first day of the month
coinciding with or immediately
following his 65th birthday.
Normal Retirement The normal retirement benefit of a
Benefit: member on his normal retirement date
is equal to 100% of the amount
standing to the credit of his
accounts as of the valuation date
immediately following or coinciding
with his normal retirement date.
Normal Form of The Plan offers members three methods
Payment: of 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.
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
Death: member, his 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 72 61
Money Market Fund 16 11
Equity Fund 25 18
Savings Fund 17 5
Loan Fund 14 8
The total number of participants in the Plan was 72 and 63 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 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 1, 1992, 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 65,658 $65,658 $65,658
$65,658 $65,658
Savings Fund:
BayFunds Short-Term Yield Portfolio 5,558 $55,545 $55,086
$55,545 $55,086
Equity Fund:
BayFunds Equity Portfolio 16,528 $168,785 $181,483
$168,785 $181,483
December 31, 1992
Approximate
Market
Units Cost Value
Money Market Fund:
Bayfunds Money Market Portfolio 49,482 $49,482 $49,482
$49,482 $49,482
Savings Fund:
Bayfunds Money Market Portfolio 697 $ 697 $ 697
BayBank Employee Benefit Money
Market Plus 3,815 38,323 38,834
$39,020 $39,531
Equity Fund:
Bayfunds Money Market Portfolio 3,165 $3,165 $3,165
BayBank Pooled Equity Fund 485 114,812 134,890
$117,977 $138,055
NOTE G - NET UNREALIZED APPRECIATION/(DEPRECIATION) OF INVESTMENTS
Colonial Gas
Company
Common Savings Equity
Stock Fund Fund Fund Total
Balance at December 31, 1990 $34,621 $100 $2,180 $36,901
Change for the year 1991 99,437 489 10,378 110,304
Balance at December 31, 1991 134,058 589 12,558 147,205
Change for the year 1992 168,368 (78) 7,521 175,811
Balance at December 31, 1992 302,426 511 20,079 323,016
Change for the year 1993 61,688 (970) (7,381) 53,337
Balance at December 31, 1993 $364,114 $ (459) $12,698 $376,353
NOTE H - NET REALIZED GAIN ON DISPOSITION OF INVESTMENTS
Year Ended December 31, 1993
Colonial Gas
Company
Common Savings Equity
Stock Fund Fund Fund Total
Amount Realized $ - $47,129 $206,372 $253,501
Cost at Average - 46,387 183,073 229,460
Net realized gain $ - $742 $23,299 $24,041
Year Ended December 31, 1992
Colonial Gas
Company
Common Savings Equity
Stock Fund Fund Fund Total
Amount Realized $163,133 $28,323 $50,345 $241,801
Cost at Average 147,891 28,250 50,028 226,169
Net realized gain $15,242 $73 $317 $15,632
Year Ended December 31, 1991
Colonial Gas
Company
Common Savings Equity
Stock Fund Fund Fund Total
Amount Realized $ - $14,784 $38,049 $52,833
Cost at Average - 14,772 36,963 51,735
Net realized gain $ - $12 $1,086 $1,098
[END OF EXHIBIT 28b TO FORM 10-K/A]