EXHIBIT 28c
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. 33-34067
LOWELL DIVISION OF COLONIAL GAS COMPANY
SAVINGS PLAN FOR LOCAL 12008 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 Lowell Division of Colonial Gas Company Savings Plan for
Local 12008 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.
LOWELL DIVISION OF COLONIAL GAS COMPANY
SAVINGS PLAN FOR LOCAL 12008 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 Lowell Division of
Colonial Gas Company Savings Plan
for Local 12008
We have audited the statements of financial condition of
Lowell Division of Colonial Gas Company Savings Plan for Local
12008 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 incudes assessing the accounting
principles used and significant estimates made by management, a
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 Lowell Division of Colonial Gas Company Savings Plan for Local
12008 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
LOWELL DIVISION OF COLONIAL GAS COMPANY SAVINGS PLAN FOR LOCAL 12008
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 -
18,111 shares (cost $350,666) $407,498 $ - $ -
Secured Notes (Note C) - - -
Other (Note F) - 71,998 62,897
Total investments 407,498 71,998 62,897
Cash 10 41 -
Receivable from Colonial Gas Company
Participant deposits 10,235 2,156 1,731
Other 8 284 359
Due from Other Funds 1,303 - 173
Total assets $419,054 $74,479 $65,160
LIABILITIES AND EQUITY
Due to Other Funds $ - $2,699 $ 763
Due to Other Plans 3,109 569 -
Plan Equity - including net unrealized
appreciation or depreciation of
investments (Notes A and G) 415,945 71,211 64,397
Total liabilities and equity $419,054 $74,479 $65,160
The accompanying notes are an integral part of these statements.
December 31, 1993
Equity Loan
ASSETS Fund Fund Total
Investments (Notes A and C)
Common Stock of Colonial
Gas Company at market value -
18,111 shares (cost $350,666) $ - $ - $407,498
Secured Notes (Note C) - 33,073 33,073
Other (Note F) 68,458 - 203,353
Total investments 68,458 33,073 643,924
Cash - - 51
Receivable from Colonial Gas Company
Participant deposits 2,408 - 16,530
Other 139 - 790
Due from Other Funds 1,709 2,093 5,278
Total assets $72,714 $35,166 $666,573
LIABILITIES AND EQUITY
Due to Other Funds $ - $1,816 $5,278
Due to Other Plans - - 3,678
Plan Equity - including net unrealized
appreciation or depreciation of
investments (Notes A and G) 72,714 33,350 657,617
Total liabilities and equity $72,714 $35,166 $ 666,573
The accompanying notes are an integral part of these statements.
LOWELL DIVISION OF COLONIAL GAS COMPANY SAVINGS PLAN FOR LOCAL 12008
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 -
12,534 shares (cost $219,747) $266,348 $ - $ -
Secured Notes (Note C) - - -
Other (Note F) - 72,855 53,384
Total investments 266,348 72,855 53,384
Cash - - 88
Receivable from Colonial Gas Company
Participant deposits 7,483 2,317 1,405
Other 2 199 269
Due from Other Funds 992 47 -
Total assets $274,825 $75,418 $55,146
LIABILITIES AND EQUITY
Due to Other Funds $ - $ - $ -
Plan Equity - including net unrealized
appreciation or depreciation of
investments (Notes A and G) 274,825 75,418 55,146
Total liabilities and equity $274,825 $75,418 $55,146
The accompanying notes are an integral part of these statements.
December 31, 1992
Equity Loan
ASSETS Fund Fund Total
Investments (Notes A and C)
Common Stock of Colonial
Gas Company at market value -
12,534 shares (cost $219,747) $ - $ - $266,348
Secured Notes (Note C) - 17,676 17,676
Other (Note F) 34,602 - 160,841
Total investments 34,602 17,676 444,865
Cash 61 - 149
Receivable from Colonial Gas Company
Participant deposits 1,700 - 12,905
Other 62 - 532
Due from Other Funds 422 - 1,461
Total assets $36,847 $17,676 $459,912
LIABILITIES AND EQUITY
Due to Other Funds $ - $1,461 $1,461
Plan Equity - including net unrealized
appreciation or depreciation of
investments (Notes A and G) 36,847 16,215 458,451
Total liabilities and equity $36,847 $17,676 $459,912
The accompanying notes are an integral part of these statements.
LOWELL DIVISION OF COLONIAL GAS COMPANY SAVINGS PLAN FOR LOCAL 12008
STATEMENTS OF INCOME AND CHANGES IN FUND EQUITY
Year Ended December 31, 1993
Colonial Gas Money
Company Common Market Savings
ASSETS Stock Fund Fund Fund
Investment income:
Dividends on Colonial Gas Company
Common Stock $18,760 $ - $ -
Dividends - - 3,040
Interest 47 2,710 555
Total investment income 18,807 2,710 3,595
Net realized gain on disposition of
investments (Note H) - - 789
Unrealized appreciation/(depreciation)
of investments (Notes A and G) 10,231 - (1,028)
Contributions (Note C):
Participants 97,802 25,647 17,948
Other - 12 -
Total contributions 97,802 25,659 17,948
Total net additions 126,840 28,369 21,304
Net increase
Transfers to Other Plans (3,109) (2,093) (763)
Plan equity:
Beginning of year 274,825 75,418 55,146
Inter-fund transfers 17,389 (30,483) (11,290)
End of year $415,945 $71,211 $64,397
The accompanying notes are an integral part of these statements.
Year Ended December 31, 1993
Equity Loan
ASSETS Fund Fund Total
Investment income:
Dividends on Colonial Gas Company
Common Stock $ - $ - $18,760
Dividends 1,058 - 4,098
Interest 46 1,037 4,395
Total investment income 1,104 1,037 27,253
Net realized gain on disposition of
investments (Note H) 5,025 - 5,814
Unrealized appreciation/(depreciation)
of investments (Notes A and G) (291) - 8,912
Contributions (Note C):
Participants 20,374 - 161,771
Other - - 12
Total contributions 20,374 - 161,783
Total net additions 26,212 1,037 203,762
Net increase
Transfers to Other Plans 1,369 - (4,596)
Plan equity:
Beginning of year 36,847 16,215 458,451
Inter-fund transfers 8,286 16,098 -
End of year $72,714 $33,350 $657,617
The accompanying notes are an integral part of these statements.
LOWELL DIVISION OF COLONIAL GAS COMPANY SAVINGS PLAN FOR LOCAL 12008
STATEMENTS OF INCOME AND CHANGES IN FUND EQUITY
Year Ended December 31, 1992
Colonial Gas Money
Company Common Market Savings
ASSETS Stock Fund Fund Fund
Investment income:
Dividends on Colonial Gas Company
Common Stock $11,228 $ - $ -
Interest 88 2,529 2,703
Total investment income 11,316 2,529 2,703
Net realized gain on disposition of
investments (Note H) 1,164 - 4
Unrealized appreciation/(depreciation)
of investments (Notes A and G) 29,988 - 56
Contributions (Note C):
Participants 67,909 25,648 12,209
Other 10,525 5,263 5,263
Total contributions 78,434 30,911 17,472
Total net additions 120,902 33,440 20,235
Net increase 120,902 33,440 20,235
Plan equity:
Beginning of year 122,774 72,421 35,567
Inter-fund transfers 31,149 (30,443) (656)
End of year $274,825 $75,418 $55,146
The accompanying notes are an integral part of these statements.
Year Ended December 31, 1992
Equity Loan
ASSETS Fund Fund Total
Investment income:
Dividends on Colonial Gas Company
Common Stock $ - $ - $11,228
Interest 860 3,530 9,710
Total investment income 860 3,530 20,938
Net realized gain on disposition of
investments (Note H) 2,353 - 3,521
Unrealized appreciation/(depreciation)
of investments (Notes A and G) (1,364) - 28,680
Contributions (Note C):
Participants 20,510 - 126,276
Other - - 21,051
Total contributions 20,510 - 147,327
Total net additions 22,359 3,530 200,466
Net increase 22,359 3,530 200,466
Plan equity:
Beginning of year 22,469 4,754 257,985
Inter-fund transfers (7,981) 7,931 -
End of year $36,847 $16,215 $458,451
The accompanying notes are an integral part of these statements.
LOWELL DIVISION OF COLONIAL GAS COMPANY SAVINGS PLAN FOR LOCAL 12008
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 $ 6,309 $ - $ -
Interest 41 3,937 2,044
Total investment income 6,350 3,937 2,044
Net realized gain on disposition of
investments (Note H) - - 11
Unrealized appreciation of investments
(Notes A and G) 13,516 - 411
Contributions (Note C):
Participants 47,512 32,087 12,603
Other 3,688 3,688 -
Total contributions 51,200 35,775 12,603
Total net additions 71,066 39,712 15,069
Transfers to other plans (9,127) - -
Withdrawals - (2,839) -
Total deductions (9,127) (2,839) -
Net increase (decrease) 61,939 36,873 15,069
Plan equity:
Beginning of year 53,442 53,387 22,534
Inter-fund transfers 7,393 (17,839) (2,036)
End of year $122,774 $72,421 $35,567
The accompanying notes are an integral part of these statements.
LOWELL DIVISION OF COLONIAL GAS COMPANY SAVINGS PLAN FOR LOCAL 12008
STATEMENTS OF INCOME AND CHANGES IN FUND EQUITY
Year Ended December 31, 1991
Equity Loan
Fund Fund Total
Investment income:
Dividends on Colonial Gas Company
Common Stock $ - $ - $6,309
Interest 468 94 6,584
Total investment income 468 94 12,893
Net realized gain on disposition of
investments (Note H) 1,382 - 1,393
Unrealized appreciation of investments
(Notes A and G) 4,398 - 18,325
Contributions (Note C):
Participants 7,234 - 99,436
Other - - 7,376
Total contributions 7,234 - 106,812
Total net additions 13,482 94 139,423
Transfers to other plans (13,538) - (22,665)
Withdrawals - - (2,839)
Total deductions (13,538) - (25,504)
Net increase (decrease) (56) 94 113,919
Plan equity:
Beginning of year 14,797 1,339 145,499
Inter-fund transfers 7,728 4,754 -
End of year $22,469 $6,187 $259,418
The accompanying notes are an integral part of these statements.
LOWELL DIVISION OF COLONIAL GAS COMPANY SAVINGS PLAN FOR LOCAL 12008
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1993, 1992 AND 1991
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting Principles
The financial statements of the Lowell Division of
Colonial Gas Company Savings Plan for Local 12008 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: September 1, 1988 and as amended.
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 12008
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 preceding or coinciding
with his normal retirement date.
NOTE B - SUMMARY OF PLAN PROVISIONS - Continued
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 Porfolio") 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 Porfolio")
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 Porfolio") 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 match contributions to the Plan, at the rate of 50 cents on
the dollar, for the first 5% of an employee's contribution as
of April 15, 1995.
The number of participants in each fund was as follows:
December 31,
1993 1992
Colonial Gas Company Common Stock Fund 55 47
Money Market Fund 21 20
Equity Fund 21 15
Savings Fund 16 15
Loan Fund 10 5
The total number of participants in the Plan was 64 and 58 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 71,998 $71,998 $71,998
$71,998 $71,998
Pooled Savings Fund:
BayFunds Short Term Yield Portfolio 6,347 $63,392 $62,897
$63,392 $62,897
Pooled Equity Fund:
BayFunds Equity Portfolio 6,235 $64,502 $68,458
$64,502 $68,458
December 31, 1992
Approximate
Market
Units Cost Value
Money Market Fund:
BayFunds Money Market Portfolio 72,855 $72,855 $72,855
$72,855 $72,855
Pooled Savings Fund:
BayFunds Money Market Portfolio 6,692 $6,692 $6,692
BayBank Employee Benefit
Money Market Plus 4,587 46,159 46,692
$52,851 $53,384
Pooled Equity Fund:
BayBank Money Market Portfolio 1,784 $1,784 $1,784
BayBank Pooled Equity Fund 118 28,571 32,818
$30,355 $34,602
NOTE G - NET UNREALIZED APPRECIATION/(DEPRECIATION) OF INVESTMENTS
Colonial Gas
Company
Common Savings Equity
Stock Fund Fund Fund Total
Balance at December 31, 1990 $3,097 $ 66 $1,213 $4,376
Change for the year 1991 13,516 411 4,398 18,325
Balance at December 31, 1991 16,613 477 5,611 22,701
Change for the year 1992 29,988 56 (1,364) 28,680
Balance at December 31, 1992 46,601 533 4,247 51,381
Change for the year 1993 10,231 (1,028) (291) 8,912
Balance at December 31, 1993 $56,832 $(495) $3,956 $60,293
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 $ - $85,859 $52,459 $138,318
Cost at Average - 85,070 47,434 132,504
Net realized gain $ - $ 789 $5,025 $ 5,814
Year Ended December 31, 1992
Colonial Gas
Company
Common Savings Equity
Stock Fund Fund Fund Total
Amount Realized $ 79,139 $14,591 $89,454 $183,184
Cost at Average 77,975 14,587 87,101 179,663
Net realized gain $ 1,164 $ 4 $2,353 $ 3,521
Year Ended December 31, 1991
Colonial Gas
Company
Common Savings Equity
Stock Fund Fund Fund Total
Amount Realized $ - $15,806 $33,613 $49,419
Cost at Average - 15,795 32,231 48,026
Net realized gain $ - $ 11 $1,382 $1,393
[END OF EXHIBIT 28c TO FORM 10-K/A]