SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________________________________________________
FORM 11-K
FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS
AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
_________________________________________________________________
(Mark one)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [Fee Required]
FOR FISCAL YEAR ENDED DECEMBER 31, 1993
or
[X] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [No fee required]
For the transition period from ____________ to ____________
_________________________________________________________________
COMMISSION FILE NUMBER 0-17605
A. Full title of the plan and the address of the plan, if
different from that of the issuer named below:
YANKEE ENERGY SYSTEM, INC.
401(k) EMPLOYEE STOCK OWNERSHIP PLAN
B. Name of issuer of the securities held pursuant to the plan
and the address of its principal executive office:
YANKEE ENERGY SYSTEM, INC.
599 Research Parkway
Meriden, CT 06450
YANKEE ENERGY SYSTEM, INC.
401(k) EMPLOYEE STOCK OWNERSHIP PLAN
TABLE OF CONTENTS
Page
Report of Independent Public Accountants 1
Statements of Net Assets Available for Plan
Benefits as of December 31, 1993 and 1992 2
Statements of Changes in Net Assets Available
for Plan Benefits for the Years Ended
December 31, 1993 and 1992 4
Notes to Financial Statements 6
Item 27d - Schedule of Reportable Transactions for the
Year Ended December 31, 1993 11
Item 27a - Schedule of Assets Held for Investment Purposes
as of December 31, 1993 12
All schedules, except as set forth above,
are omitted as not applicable or not required.
[Letterhead of Arthur Andersen & Co. appears here}
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Plan Administrator of the
Yankee Energy System, Inc.
401(k) Employee Stock Ownership Plan:
We have audited the accompanying statements of net assets
available for plan benefits of the Yankee Energy System, Inc.
401(k) Employee Stock Ownership Plan (the Plan) as of December
31, 1993 and 1992, and the related statements of changes in net
assets available for plan benefits for the years then ended.
These financial statements and the schedules referred to below
are the responsibility of the Plan administrator. Our
responsibility is to express an opinion on these financial
statements and schedules 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 the Plan administrator, as well as
evaluating the overall financial statement presentation. We
believe that 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 net assets
available for plan benefits of the Plan as of December 31, 1993
and 1992, and the changes in net assets available for plan
benefits for the years then ended in conformity with generally
accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental
schedules of reportable transactions and investments are
presented for purposes of additional analysis and are not a
required part of the basic financial statements but are
supplementary information required by the Department of Labor's
Rules and Regulations for Reporting and Disclosure under the
Employee Retirement Income Security Act of 1974. The
supplemental schedules have been subjected to the auditing
procedures applied in the audit of the basic financial statements
and, in our opinion, are fairly stated in all material respects
in relation to the basic financial statements taken as a whole.
Arthur Andersen & Co.
Hartford, Connecticut
May 13, 1994
-2-
YANKEE ENERGY SYSTEM, INC.
401(k) EMPLOYEE STOCK OWNERSHIP PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
AS OF DECEMBER 31, 1993
Employee Fleet
Contribution Stock Company Common Stock
GIC Fund Fund Match Fund Mutual Fund
ASSETS:
Cash $ 1,109 $ 49 $ 237 $ 32,340
Short-term investments 3,436,493 31 246 23,931
Mutual funds - - - 2,635,627
GIC Pooled Funds 6,130,127 - - -
Common stock - - 3,157,467 -
Employee contributions
receivable - 132,133 - -
Accrued interest receivable 29,518 - - -
Accounts receivable - other - - - 140,000
--------- ---------- ---------- -----------
Total assets 9,597,247 132,213 3,157,950 2,831,898
---------- ---------- ----------- -----------
LIABILITIES:
Note payable-long term - - - -
Note payable-current - - - -
Accounts payable 167,952 - - -
---------- --------- ----------- -----------
Total liabilities 167,952 - - -
---------- ---------- ----------- -----------
NET ASSETS AVAILABLE FOR
PLAN BENEFITS $9,429,295 $ 132,213 $3,157,950 $ 2,831,898
========== ========== ========== ==========
The accompanying notes are an integral part of these financial statements
Northeast
Utilities
Stock Employer Stock Loan
Fund Match Fund Fund 1993 Total
ASSETS:
Cash $ 19 $ 6 $ 14 $ 33,774
Short-term investments 114,090 7 52,533 3,627,331
Mutual funds - - - 2,635,627
GIC Pooled Funds - - - 6,130,127
Common stock 3,993,006 - 3,773,215 10,923,688
Employee contributions
receivable - - - 132,133
Accrued interest receivable - - - 29,518
Accounts receivable - other 924,725 - - 1,064,725
---------- ---------- ----------- -----------
Total assets 5,031,840 13 3,825,762 24,576,923
---------- ---------- ----------- -----------
LIABILITIES:
< c>
Note payable-long term - - 1,800,000 1,800,000
Note payable-current - - 400,000 400,000
Accounts payable 87,419 - - 255,371
---------- ---------- ----------- -----------
Total liabilities 87,419 - 2,200,000 2,455,371
---------- ---------- ----------- -----------
NET ASSETS AVAILABLE FOR
PLAN BENEFITS $4,944,421 $ 13 $1,625,762 $22,121,552
========== ========== ========== ===========
The accompanying notes are an integral part of these financial statements
-3-
YANKEE ENERGY SYSTEM, INC.
401(k) EMPLOYEE STOCK OWNERSHIP PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
AS OF DECEMBER 31, 1992
Employee Fleet
Contribution Stock Company Common Stock
GIC Fund Fund Match Fund Mutual Fund
ASSETS:
Cash $ 39 $ - $ - $ -
Short-term investments 442,399 71 80,818 294
Annuity contracts 2,900,619 - - -
Mutual funds - - - 2,208,871
GIC Pooled Funds 5,456,713 - - -
Common stock - - 2,010,690 -
Employee contributions
receivable - 108,437 - -
Accrued interest receivable 26,582 81 152 4
---------- ---------- ----------- -----------
Total assets 8,826,352 108,589 2,091,660 2,209,169
---------- ---------- ----------- ----------
LIABILITIES:
Note payable-long term - - - -
Note payable-current - - - -
Accounts payable 600,000 - 20,121 -
---------- ---------- ---------- -----------
Total liabilities 600,000 - 20,121 -
---------- ---------- ----------- -----------
NET ASSETS AVAILABLE FOR
PLAN BENEFITS $8,226,352 $ 108,589 $2,071,539 $ 2,209,169
========== ========== ========== ===========
The accompanying notes are an integral part of these financial statements
Northeast
Utilities
Stock Employer Stock Loan
Fund Match Fund Fund 1992 Total
ASSETS:
Cash $ 254 $ - $ 557 $ 850
Short-term investments 4 8 57,249 580,843
Annuity contracts - - - 2,900,619
Mutual funds - - - 2,208,871
GIC Pooled Funds - - - 5,456,713
Common stock 5,300,689 - 3,620,940 10,932,319
Employee contributions
receivable - - - 108,437
Accrued interest receivable - 1 14 26,834
---------- ---------- ----------- -----------
Total assets 5,300,947 9 3,678,760 22,215,486
---------- ---------- ----------- -----------
LIABILITIES:
Note payable-long term - - 2,200,000 2,200,000
Note payable-current - - 400,000 400,000
Accounts payable - - - 620,121
---------- ---------- ----------- -----------
Total liabilities - - 2,600,000 3,220,121
---------- ---------- ----------- ----------
NET ASSETS AVAILABLE FOR
PLAN BENEFITS $5,300,947 $ 9 $ 1,078,760 $18,995,365
========== ========== =========== ===========
The accompanying notes are an integral part of these financial statements
-4-
YANKEE ENERGY SYSTEM, INC.
401(k) EMPLOYEE STOCK OWNERSHIP PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
AS OF DECEMBER 31, 1993
Employee Fleet
Contribution Stock Company Common Stock
GIC Fund Fund Match Fund Mutual Fund
ADDITIONS:
Employee contributions
and rollovers $ 14,174 $1,420,083 $ - $ 11,957
Employer contributions - - 303,485 -
Interfund transfers in 1,215,155 - 685,043 575,013
Earnings -
Interest 580,020 279 1,536 851
Dividends - - 116,635 77,864
Realized ain - - 23,164 32,617
Unrealized gain (loss) - - 447,761 68,477
---------- ---------- ---------- -----------
Total additions 1,809,349 1,420,083 1,577,624 766,779
---------- ---------- ---------- -----------
DEDUCTIONS:
Interfund transfers out 88,101 1,396,738 400,000 -
Benefit payments 518,305 - 91,213 144,050
Interest expense - - - -
---------- ---------- ---------- -----------
Total deductions 606,406 1,396,738 491,213 144,050
---------- ---------- ---------- -----------
Net increase (decrease) in
net assets available for
plan benefits 1,202,943 23,624 1,086,411 $ 622,729
NET ASSETS AVAILABLE FOR
PLAN AT BEGINNING OF YEAR 8,226,352 108,589 2,071,539 2,209,169
---------- ---------- ---------- -----------
NET ASSETS AVAILABLE FOR
PLAN AT END OF YEAR $9,429,295 $ 132,213 $3,157,950 $ 2,831,898
========== ========== ========== ===========
The accompanying notes are an integral part of these financial statements
Northeast
Utilities
Stock Employer Stock Loan
Fund Match Fund Fund 1993 Total
ADDITIONS:
Employee contributions
and rollovers $ - $ - $ - $ 1,446,214
Employer contributions - 147,794 227,507 678,786
Interfund transfers in - - 400,000 2,875,211
Earnings -
Interest 52 37 85 582,860
Dividends 347,412 - 207,600 749,511
Realized gain 284,534 - 9 340,324
Unrealized gain (loss) (648,087) - 681,083 549,234
---------- ---------- ---------- ----------
Total additions (16,089) 147,831 1,516,284 7,222,140
---------- ---------- ---------- ----------
DEDUCTIONS:
Interfund transfers out 157,502 147,827 685,043 2,875,211
Benefit payments 182,935 - - 936,503
Interest expense - - 284,239 284,239
---------- ---------- ---------- -----------
Total deductions 340,437 147,827 969,282 4,095,953
---------- ---------- ---------- -----------
Net increase (decrease) in
net assets available for
plan benefits (356,526) 4 547,002 $ 3,126,187
NET ASSETS AVAILABLE FOR
PLAN AT BEGINNING OF YEAR 5,300,947 9 1,078,760 18,995,365
---------- ---------- ---------- -----------
NET ASSETS AVAILABLE FOR
PLAN AT END OF YEAR $4,944,421 $ 13 $1,625,762 $22,121,552
========== ========== ========== ===========
The accompanying notes are an integral part of these financial statements
-5-
YANKEE ENERGY SYSTEM, INC.
401(k) EMPLOYEE STOCK OWNERSHIP PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
AS OF DECEMBER 31, 1992
Employee Fleet
Contribution Stock Company Common Stock
GIC Fund Fund Match Fund Mutual Fund
ADDITIONS:
Employee contributions
and rollovers $ 7,546 $ 1,341,591 $ - $ 11,628
Employer contributions - - 385,001 -
Interfund transfers in 1,240,163 - 556,404 637,910
Earnings -
Interest 705,360 1,037 1,272 626
Dividends - - 80,428 34,855
Realized gain - - 10,223 46
Unrealized gain (loss) - - 161,077 114,265
---------- ---------- ---------- -----------
Total additions 1,953,069 1,342,628 1,194,405 799,330
---------- ---------- ---------- -----------
DEDUCTIONS:
Interfund transfers out 132,085 1,338,906 400,000 -
Benefit payments 289,266 - 23,313 9,368
Interest expense - - - -
---------- ---------- ---------- -----------
Total deductions 421,351 1,338,906 423,313 9,368
---------- ---------- ---------- -----------
Net increase (decrease) in
net assets available for
plan benefits 1,531,718 3,722 771,092 $ 789,962
NET ASSETS AVAILABLE FOR
PLAN AT BEGINNING OF YEAR 6,694,634 104,867 1,300,447 1,419,207
---------- ---------- ---------- -----------
NET ASSETS AVAILABLE FOR
PLAN AT END OF YEAR $8,226,352 $ 108,589 $2,071,539 $ 2,209,169
========== ========== ========== ===========
The accompanying notes are an integral part of these financial statements
Northeast
Utilities
Stock Employer Stock Loan
Fund Match Fund Fund 1993 Total
ADDITIONS:
Employee contributions
and rollovers $ - $ - $ - $ 1,360,765
Employer contributions - 139,857 163,978 688,836
Interfund transfers in 461 - 400,000 2,834,938
Earnings -
Interest 75 73 69 708,512
Dividends 350,027 - 229,056 694,366
Realized gain 103,741 - - 114,010
Unrealized gain (loss) 469,421 - 396,016 1,140,779
---------- ---------- ---------- -----------
Total additions 923,725 139,930 1,189,119 7,542,206
---------- ---------- ---------- -----------
DEDUCTIONS:
Interfund transfers out 259,129 148,427 556,391 2,834,938
Benefit payments 132,046 - - 453,993
Interest expense - - 236,894 236,894
---------- ---------- ---------- -----------
Total deductions 391,175 148,427 793,285 3,525,825
---------- ---------- ---------- -----------
Net increase (decrease) in
net assets available for
plan benefits 532,550 (8,497) 395,894 4,016,381
NET ASSETS AVAILABLE FOR
PLAN AT BEGINNING OF YEAR 4,768,397 8,506 682,926 14,978,984
---------- ---------- ---------- -----------
NET ASSETS AVAILABLE FOR
PLAN AT END OF YEAR $5,300,947 $ 9 $1,078,760 $18,995,365
========== ========== ========== ===========
The accompanying notes are an integral part of these financial statements
-6-
YANKEE ENERGY SYSTEM, INC.
401(k) EMPLOYEE STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1993 AND 1992
1. Establishment of The Plan:
The Yankee Energy System, Inc. 401(k) Employee Stock Ownership
Plan (the Plan) was established and effective on July 1, 1989
(the effective date) following the divestiture of the gas
business of the Connecticut Light and Power Company (CL&P), a
wholly owned subsidiary of Northeast Utilities (NU) and the
related creation of Yankee Energy System, Inc. (YES). Each
transferred gas employee participating in the Northeast Utilities
Tax Reduction Act Employee Stock Ownership Plan (TRAESOP),
Payroll Based Employee Stock Ownership Plan (PAYSOP) or
Supplemental Retirement Savings Plan became a participant in the
Plan effective July 1, 1989. Participant account balances and
$7,203,056 in assets were transferred to the Plan on the
effective date. The assets were comprised of NU common stock and
cash.
2. Plan Description:
The following description of the Plan provides only general
information. Participants should refer to the Plan agreement for
a more complete description of the Plan's provisions.
The Plan is a 401(k) Employee Stock Ownership Plan established to
provide benefits to eligible employees. Participation in the
Plan is voluntary. Union-employees become eligible to
participate on the first day of the month following the
completion of one year of service. Non-union employees become
eligible to participate on the first day of the month following
the completion of six months of service.
The Plan consists of eight funds as follows:
Guaranteed Investment Contract (GIC) -
Available for conservative investment in fixed rate investment
contracts with a small balance in money market funds.
Employee Contribution Fund -
Holding account for employee contributions prior to investment.
Stock Company Match Fund -
Holding account for employer non-union matching contribution.
Fleet Common Stock Mutual Fund -
Available for investment in mutual funds.
-7-
Northeast Utilities Stock Fund -
Account maintains Northeast Utilities stock belonging
to transferred CL&P and Northeast Utilities Service Company
(NUSCO) employees formerly participating in the NU Supplemental
Retirement Savings Plan.
Employer Match Fund -
Holding account for employer union matching contribution.
Stock Loan Fund -
Account maintains unallocated Company shares acquired with the
proceeds of note payable.
Participants contribute between 1% and 10% of compensation
subject to limitations set forth by the Plan. Investment of
employee contributions in the various funds is at the employees'
discretion. YES matches 100% of non-union employee pre-tax
contributions each month up to 3% of compensation and 50% of
union employee pre-tax contributions each month up to 5% of
compensation.
Unless a participant elects otherwise, benefit distributions are
made in lump sum not later than sixty days following the end of
the Plan year following the later of the participant's 65th
birthday, the 10th anniversary of the date on which participation
commenced or the termination of employment. In the event of the
death of a participant prior to distribution, benefits will be
paid to a designated beneficiary in a lump sum. Distribution
will commence not later than 90 days following the Plan year end
in which the participant attains age 70 and one half years.
Non-union employees become 100% vested upon commencing
participation in the Plan. Union employees shall at all times be
fully vested in employee contributions and will vest in the
employer contributions in accordance with the following schedule:
Years of Service Vesting %
1 20%
2 40%
3 60%
4 80%
5 or more 100%
The account balances of union employees, as of June 3, 1989,
formerly participating in the NU Supplemental Retirement Savings
Plan and NU TRAESOP and PAYSOP became fully vested on July 1,
1989.
Not withstanding the foregoing, union participants shall be fully
vested in employer contributions upon reaching age 65 or in the
event of death or total disability. Any union employee
forfeitures will be used to reduce future employer contributions.
-8-
3. Summary of Significant Accounting Policies:
Basis of accounting -
The accompanying financial statements of the Plan have been
prepared on the accrual basis of accounting. Negative cash
balances have been reclassified to accounts payable in the
accompanying financial statements.
Administrative Expenses -
Per section 19.09 of the Plan all administrative expenses of the
Plan are paid from the Plan assets unless paid by the Company.
Administrative expenses of approximately $37,000 and $14,000 were
paid by the Company in 1993 and 1992, respectively.
Valuation of Investments -
The Plan's investments are stated at fair value. Securities
traded on the national securities exchange are valued at the last
reported sales price on the last business day of the plan year.
Investments traded in the over-the-counter market and listed
securities for which no sale was reported on that date are valued
at the last reported bid price. Guaranteed investment contracts
are valued at contract value.
Transactions within all funds are executed by the Plan trustee.
The accompanying Schedule of Investments reflects valuations as
of December 31, 1993.
Reclassifications -
Certain prior year amounts have been classified to conform with
current year classifications.
4. Investments:
The fair market value of individual investments that represent 5%
or more of the Plan's total net assets as of December 31, 1993
and 1992 are as follows:
1993 1992
Yankee Energy System, Inc. common stock $6,930,682 $5,631,630
Northeast Utilities common stock 3,993,006 5,300,689
Mutual Funds-Galaxy Equity Growth Class H 2,635,627 2,208,871
Galaxy GIC Pooled Fund 6,130,127 5,456,713
Fleet Short-term investment funds 3,627,331 580,843
Protective Life GIC, 8.10%,
maturing 12/31/93 - 2,900,619
-9-
5. Note Payable:
The Plan has secured a $4,000,000 loan from a commercial bank to
Fleet Bank, N.A., the trustee, the proceeds of which were used to
buy YES common stock for the Plan. YES has guaranteed the loan.
The loan will be repaid over a ten year period ending July 1,
1999 at $400,000 per year plus interest at a rate of 10.38%.
Employer non-union matching contributions are used to make annual
principal payments. Interest is paid from the earnings of the
stock loan fund. As the loan is paid down, an equivalent amount
of YES stock, which serves as collateral, is released and
allocated to participants.
6. Tax Status:
The Plan has received a favorable letter of determination from
the Internal Revenue Service (IRS) stating that it qualifies as
tax exempt under Section 501(a) of the Internal Revenue Code.
The Company believes that the Plan continues to qualify and to
operate as designed.
7. Termination of the Plan:
YES may suspend, terminate, or completely discontinue
contributions under the Plan with respect to its employees
subject to the provisions of ERISA relating to plan terminations.
Upon termination or partial termination of the Plan, the rights
of all affected participants to their accounts to the date of
such termination shall be fully vested to the extent funded.
8. Reconciliation to Form 5500:
As of December 31, 1993 and 1992, the Plan had approximately
$194,158 and $662,799, respectively, of pending distributions to
participants who elected to withdraw from the operation and
earnings of the Plan. These amounts are recorded as a liability
in the Plan's Form 5500; however, these amounts are not recorded
as a liability in accordance with generally accepted accounting
principles.
-10-
The following table reconciles net assets available for benefits
per the financial statements to the Form 5500 as filed by the
Company for the year ended December 31, 1993:
Benefits Net Assets
Payable to Benefits Available for
Participants Paid Plan Benefits
Per financial statements $ - $ 936,503 $22,121,552
Accrued benefit payments 194,158 194,158 (194,158)
Reversal of 1992 accrual
for benefit payments - (662,799) -
--------- --------- -----------
Per Form 5500 $ 194,158 $467,862 $21,927,394
========= ========= ===========
9. Subsequent Event:
Effective January 1, 1994, the Plan was amended to permit Plan
participants to direct the investment of their employee
contributions, or a portion thereof, into Yankee Energy System,
Inc. common stock.
-11-
YANKEE ENERGY SYSTEM, INC.
401(k) EMPLOYEE STOCK OWNERSHIP PLAN
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1993
Purchases
-------------------------------
Number of
Transactions Cost
Fleet Institutional Money Market
Deposit Account 7 $1,044,071
Fleet Short-Term Investment
Fund 41 4,785,403
Taxable Liquid Fund 7 1,993,916
Protective Life GIC 12 234,281
Galaxy GIC Pooled Fund 20 1,512,217
Sales
------------------------------------------
Number of Selling
Transactions Cost Price Net Gain
Fleet Institutional Money Market
Deposit Account 7 $1,044,071 $1,044,071 $ -
Fleet Short-Term Investment Fund 24 1,564,827 1,564,827 -
Taxable Liquid Fund 7 2,874,759 2,874,759 -
Protective Life GIC 1 3,134,900 3,134,900 -
Galaxy GIC Pooled Fund - - - -
Reportable transactions include:
(1) Individual transactions in excess of 5% of the market value of the Plan
assets (as measured at December 31, 1992).
(2) Series of transactions involving securities of the same issue that, in
the aggregate, exceed 5% of the market value of the Plan assets (as
measured at December 31, 1992).
(3) Individual transaction or series of transactions with a person with whom a
transaction in excess of 5% of the market value of the Plan assets (as
measured at December 31, 1992) was made.
The accompanying notes are an integral part of this schedule.
-12-
YANKEE ENERGY SYSTEM, INC.
401(K) EMPLOYEE STOCK OWNERSHIP PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1993
1993 1993
Cost Market
Yankee Energy System, Inc. common stock $ 4,309,042 $6,930,682
Northeast Utilities common stock 2,895,725 3,993,006
----------- ----------
Total common stock 7,204,767 10,923,688
----------- ----------
Mutual funds - Galaxy
Equity Growth Class H 2,170,046 2,635,627
Galaxy GIC Pooled Fund 6,130,127 6,130,127
Fleet Short-term investment funds 3,627,331 3,627,331
----------- ----------
Total investments $19,132,271 23,316,773
=========== ==========
The accompanying notes are an integral part of this schedule
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Form 11-K has been signed below by the following
persons in the capacities indicated.
Date Title Signature
June 28, 1994 Chairman, President & /s/Philip T. Ashton
Chief Executive Officer -------------------
Philip T. Ashton
June 28, 1994 Vice President, /s/Michael E. Bielonko
Treasurer & Chief ----------------------
Financial Officer Michael E. Bielonko
June 28, 1994 Controller /s/Nicholas A. Rinaldi
----------------------
Nicholas A. Rinaldi
June 28, 1994 Director ----------------------
John K. Armstrong
June 28, 1994 Director /s/Eileen S. Kraus
----------------------
Eileen S. Kraus
June 28, 1994 Director /s/Frederick M. Lowther
-----------------------
Frederick M. Lowther
June 28, 1994 Director /s/Thomas H. O'Brien
-----------------------
Thomas H. O'Brien
June 28, 1994 Director /s/ Leonard A. O'Connor
-----------------------
Leonard A. O'Connor
June 28, 1994 Director /s/ Emery G. Olcott
------------------------
Emery G. Olcott
June 28, 1994Director /s/Nicholas L. Trivisonno
--------------------------
Nicholas L. Trivisonno