SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K
(Mark One)
[X] Annual report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 (Fee required)
For the fiscal year ended June 30, 1995 or
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
(No fee required)
For the transition period from to .
Commission File Number 0-1857-3
The Berkshire Gas Company
(Exact Name of Registrant as Specified in Its Charter)
Massachusetts 04-1731220
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
115 Cheshire Road, Pittsfield, MA 01201-1879
(Address of Principal Executive Offices) (Zip Code)
(413) 442-1511
(Registrant's Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange
Title of Each Class on Which Registered
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, Par Value $2.50 Per Share
(Title of Class)
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 by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [ ]
Aggregate market value of shares of Common Stock, $2.50 par value of
the Registrant held by non-affiliates as of July 31, 1995 was $33,020,921.
Total shares of common stock of the Registrant outstanding as of July 31,
1995 were 2,112,233.
Documents Incorporated by Reference:
1. The Berkshire Gas Company's Annual Report to Shareholders for the
fiscal year ended June 30, 1995 (Items 5, 6, 7, and 8 of Part II).
2. The Berkshire Gas Company's definitive Proxy Statement, dated
October 10, 1995, filed pursuant to Regulation 14A under the Securities
and Exchange Act of 1934 (Items 10, 11, 12 and 13 of Part III).
THE BERKSHIRE GAS COMPANY
Table of Contents
PART I
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Item Page
Number Number
------ ------
Business 1 3
Properties 2 13
Legal Proceedings 3 13
Submission of Matters to a Vote of Security Holders 4 14
Additional Items - 14
(Executive Officers of the Registrant
PART II
-------
Market For Registrant's Common Equity and Related
Stockholder Matters 5 15
Selected Financial Data 6 15
Management's Discussion and Analysis of Financial
Condition and Results of Operations 7 15
Financial Statements and Supplementary Data 8 15
Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure 9 15
PART III
--------
Directors and Executive Officers of the Registrant 10 16
Executive Compensation 11 16
Security Ownership of Certain Beneficial Owners and
Management 12 16
Certain Relationships and Related Transactions 13 16
PART IV
-------
Exhibits, Financial Statement Schedules, and
Reports on Form 8-K 14 16
THE BERKSHIRE GAS COMPANY
PART 1
------
Item 1. Business
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General
The Berkshire Gas Company ("the Company") was incorporated in the
Commonwealth of Massachusetts in 1853 and is a publicly-held utility engaged
in the distribution and sale of natural gas for residential, commercial and
industrial use. The Company also has an appliance rental division that sells
and leases gas burning equipment. Through its Berkshire Propane division,
the Company markets liquefied petroleum gas.
Territory Served
The Company's utility service territory includes 19 communities in the
western portion of the Commonwealth of Massachusetts, including the cities
of Pittsfield and North Adams, the towns of Adams, Amherst, Great
Barrington, Greenfield and Williamstown, and twelve smaller municipalities.
The population of the area served is estimated at 190,000 and is primarily
residential in character, but the territory also includes industrial,
agricultural, educational, cultural and resort facilities. The Company also
markets propane throughout the western portion of Massachusetts and eastern
New York state. The Company serves approximately 32,000 natural gas and
5,000 propane customers.
Customers
The largest group of natural gas customers is the residential class.
During the fiscal years ended June 30, 1995, 1994 and 1993, residential
consumers accounted for approximately 53%, 54% and 54%; commercial and
industrial consumers accounted for 44%, 44% and 46%; and transportation
consumers accounted for approximately 3%, 2% and 0% of operating revenues
respectively. This business is not dependent upon one or even a few
customers, so the loss of any one customer or limited number of customers
would have no material adverse effect on the business.
The number of natural gas customers increased 1.5% in 1995 over 1994,
from 31,445 to 31,925 primarily in the residential heating class as a result
of increased marketing efforts. Total Mcf sold and transported increased
from 7,362,210 Mcf in 1994 to 7,392,382 in 1995, primarily attributable to
increased transportation and interruptible volumes, and increased customer
meters, offset by lower residential and commercial and industrial volumes
due to warmer weather during the heating season. In 1995, Mcf sales
increased 10.1% over 1993 due to the same factors as noted above. Total
natural gas customers by classification at June 30 in each of the previous
five years were:
1995 1994 1993 1992 1991
---- ---- ---- ---- ----
Residential 27,894 27,524 27,199 26,734 26,812
Commercial & Industrial 4,031 3,921 3,854 3,773 3,829
Competition
Implementation of the Federal Energy Regulatory Commission's ("FERC")
Order 636 has increased the potential for competition in gas procurement,
supply and sale. FERC's actions have sought to encourage competition and
natural gas market efficiency through deregulation and "unbundling of
services" at the interstate pipeline level. This unbundling has changed the
historical relationships, whereby producers sold to pipelines, pipelines
sold to local distribution companies ("LDCs") such as Berkshire Gas and LDCs
sold to end-users. Now LDCs or end-users may utilize pipeline services not
only for purchases but also for the transportation of gas purchased from
third parties.
While historically the Company has been subject to competition from
electricity, oil, propane, coal and other fuels for heating, water heating,
cooking, air conditioning and industrial applications, the regulatory
changes have created the potential for competition among existing and new
suppliers or brokers of natural gas. As a result, opportunities may arise
for others to sell natural gas or provide brokerage service to end-users to
whom the Company might otherwise make sales or provide brokerage service.
Large volume end-users are most likely to be the primary target for third
parties seeking to make such sales. If third parties do, in fact, provide a
substantial volume of sales or brokerage service to end-users located within
the Company's service territory, and the Company does not increase its sales
to other end-users, then the Company would have a smaller sales base across
which it can allocate fixed costs. That in turn could necessitate further
requests for rate relief, thereby affecting the Company's competitive
posture. At the current time, however, no such third party sales are
occurring in the Company's service territory. Similar opportunities may
exist for the Company to broker gas to new or existing customers, whether or
not they are located within the Company's service territory.
Rates and Regulations
The Company is subject to the regulatory authority of the
Massachusetts Department of Public Utilities ("MDPU") with respect to
various matters, including rates, financing, certain gas supply contracts,
demand-side management programs and planning and safety matters.
The principal rate classifications are residential, and commercial and
industrial. The Company also offers five Quasi-Firm transportation rates for
large end-users as well as interruptible sales and transportation service.
The Company's rate structure is based on the cost of providing service to
each customer class. In March 1993, the MDPU authorized the Company to
increase rates for sales of gas effective April 1993. The amount of the
increase on an annualized basis was $1,252,000. In December 1993, the MDPU
authorized the Company to increase rates for sales of gas effective January
1, 1994. The amount of the increase on an annualized basis was $124,000.
This increase was due to recalculations of the original rate increase
granted in March 1993.
The Company's residential rates are designed separately for heating
and non-heating purposes. Additionally, for the Company, like most other
utility companies in Massachusetts, subsidized rates are available to
residential customers who receive Supplemental Security Income from the
Social Security Administration, Aid for Dependent Children, Emergency
Assistance for the Elderly, Disabled, and Children (formerly General
Relief), Fuel Assistance, Refugee Resettlement, Medicaid, and/or Veteran's
Benefits. These customers receive a 20% discount from the standard
residential rates. The commercial and industrial rates are based on load
factor; that is, the cost is based on how much gas is consumed and when it
is consumed. Those customers who use more than 30% of their annual usage in
the summer are considered high load factor; those using less than 30% of
their annual usage during the summer season are considered low load factor.
There are seven classifications of load factor rates as follows: small,
medium, large, and extra-large high load factor; and small, medium, and
large low load factor.
The current firm rate structure is based on seasonal rates, whereby
base rates are higher in the winter (November through April) and lower in
the summer (May through October). In addition to the base rates, the Company
has a seasonal Cost of Gas Adjustment Clause ("CGAC") rate schedule,
pursuant to which the Company recovers (primarily variable) gas costs.
Charges under the CGAC rate schedule are added to the base rates and are
designed to recover higher gas costs in the winter and refund lower gas
costs in the summer.
The Company also provides several non-firm and special rates to meet
the varying needs of large customers. Interruptible Sales Service is
available for large interruptible end-users for the sale and delivery of
interruptible gas supplies while Interruptible Transportation Service is
available for large interruptible end-users for only the delivery of gas
supplies through the Company's distribution system. Five Quasi-Firm
Transportation Rates are available for large end-users and provide firm
transportation and optional standby service for less than twelve months.
Additionally, a Load Management Rate is available for nonresidential
customers who agree to reduce demand to a predetermined minimum level on
peak days. Finally, the Company makes sales to primarily larger customers
under special contracts that reflect charges, levels, and terms of service
different from those under generally available tariffs. Often arrangements
of this nature are made to meet competitive challenges. Such contracts must
be approved by the MDPU on an individual case basis.
The Company is also subject to standards prescribed by the Secretary
of Transportation under the Natural Gas Pipeline Safety Act of 1968 with
respect to the design, installation, testing, construction and maintenance
of pipeline facilities. The enforcement of these standards has been
delegated to the MDPU, which has taken an active role in such enforcement,
including the application of civil penalties and the requirement of remedial
programs.
The regulation of prices, terms and conditions of interstate pipeline
sales of natural gas is subject to the jurisdiction of FERC. The Company is
not under direct jurisdiction of FERC, but monitors, and periodically
participates in, proceedings before FERC which involve the Company's
pipeline gas suppliers/transporters, the Company's operations, and other
matters pertinent to the Company's business. (See also "Competition".)
Environmental Matters
Federal, state and local laws and regulations establishing standards
and requirements for protection of the environment have increased in number
and scope in recent years. The Company cannot predict the future impact of
such standards and requirements, which are subject to change and can have
retroactive effect.
During fiscal 1990, the MDPU issued a generic ruling on cost recovery
for environmental cleanup costs with respect to former gas manufacturing
sites. Under the ruling, the Company will recover, excluding carrying costs,
the prudently incurred annual cleanup costs over a seven-year period through
the CGAC. This ruling also provides for the sharing of any proceeds received
from insurance carriers equally between the Company and its ratepayers, and
establishes maximum amounts that can be recovered from customers during any
one year.
During the fiscal year ended June 30, 1995, the Company continued the
analysis and field review of two parcels of real estate formerly used for
gas manufacturing operations, which had been found to contain coal tar
deposits and other substances associated with by-products of the gas
manufacturing process. The review and assessment process began in 1985 with
respect to the first site, which is owned by the Company, and in 1989 with
respect to the second site which was formerly owned by the Company. With the
review and approval by the Massachusetts Department of Environmental
Protection ("MDEP"), at the first site, the investigative work is near
completion and remedial alternatives are being examined. At the second site,
investigative activities are proceeding. It is difficult to predict the
potential financial impact of a site until first, the nature and risk is
fully characterized, and second, the remedial strategies and related
technologies are determined. The general philosophy of the Company is one of
source removal and/or reduction coupled with risk minimization. Assuming
successful implementation, it is anticipated that, through 2010, the level
of expenditure for the sites will range from $2,894,000 to $8,777,000. The
anticipated level of expenditures has remained the same in 1995 from 1994
and been reduced from 1993 estimates resulting from the Company's analysis
and review of the sites and the commencement of clean-up activities at the
first site. The Company has recorded the most likely amount of $2,894,000 in
accordance with the requirements of SFAS No. 5. Ultimate expenditures cannot
be determined until a remedial action plan can be developed and approved by
MDEP. The Company's unamortized costs at June 30, 1995 were $1,046,000 and
should be recovered using the formula discussed above.
Seasonality
The Company's business has a distinct seasonal quality because a large
percentage of its sendout serves residential and commercial heating loads.
Gas operating revenues reflect the seasonal nature of the business. Such
revenues are affected by temperature variations between the heating and non-
heating seasons and by seasonal pricing differentials embodied in the
Company's effective schedule of rates and charges for gas services. (See
also "RATES AND REGULATIONS").
Employee Relations
The Company has 160 employees, approximately 58% of whom are
represented by the United Steelworkers of America, AFL, CIO, CLC, under a
contract which remains in effect until March 31, 1996. Relations with
employees are generally satisfactory.
Gas Supply
In 1992, the FERC issued a series of Orders: Order 636, Order 636-A,
and Order 636-B (together "Order 636"), which restructured interstate
natural gas pipeline services. Order 636 was intended to complete the
restructuring of the natural gas pipeline industry that FERC and Congress
began in prior years with respect to natural gas pricing and open access to
transportation on interstate pipelines. The long-term objective of Order 636
was to promote fair competition among suppliers of gas, thus giving
customers an adequate and reliable supply of clean and abundant natural gas
at the lowest reasonable price.
Order 636 required that interstate pipeline companies unbundle (i.e.,
separate) their sales, transportation and storage services and provide all
transportation services on a basis that was equal in quality for gas
supplies whether purchased from the pipeline or from any gas supplier.
Consequently, LDCs, such as the Company, that previously had purchased the
majority of their firm gas supplies through the interstate pipelines'
bundled contract demand service had to arrange their own portfolio of
supply, transportation and storage contracts (i.e., they had to "convert"
their prior purchases from interstate pipelines to direct purchases from
producers or marketers). This constituted a major change to the manner in
which the Company obtained gas supplies and the sources from which it
obtained those supplies.
During fiscal 1994, the Company completed its conversion of firm
supply contracts from its former interstate pipeline supplier, Tennessee Gas
Pipeline Company ("Tennessee"), to third party suppliers as mandated by
Order 636. This followed the initial conversion of 30% of the Company's
former pipeline supplies to third party suppliers during fiscal 1993 under
Tennessee's transitional restructuring settlement (called "Cosmic
Settlement").
Order 636's restructuring mandate issued April 8, 1992, was
implemented by Tennessee Gas Pipeline Company on September 1, 1993.
Subsequently, the Company completed the conversion of the remaining 70% of
its firm gas supplies from Tennessee Gas Pipeline to two third-party
suppliers. The two suppliers were Natural Gas Clearing House ("NGC") and
Tenngasco Corporation ("TC"). The daily volumes contracted were 4,920 Mcf
with NGC for a term of 9 years and 7,599 Mcf with TC for a term of six
years. On March 14, 1994, the Company received approval from the MDPU for
its final two conversion contracts. With this final approval, the Company's
portfolio of firm natural gas contracts consisted of Aquila Energy Marketing
(2,683 Mcf); Boundary Gas (1,050 Mcf); NGC "Cosmic" (2,682 Mcf); NGC "636"
(4,920 Mcf); TC (7,599 Mcf).
The Company's purchases of natural gas under contracts lasting more
than one year are subject to the approval of the MDPU. This is a change from
the procedures applicable prior to FERC Order 636, where supplies were
previously approved by FERC as part of the "bundled" sales service provided
by Tennessee.
Ultimately, the Company's customers should benefit over the long-term
from the restructuring undertaken the past two years under the "Cosmic
Settlement" and Order 636. However, during the near term, the Company is
subject to the pass-through of additional transition costs associated with
the industry restructuring that Tennessee is and will be incurring.
Under the terms of a fuel purchase agreement executed with Altresco,
Inc. on December 11, 1992, the Company is entitled to receive gas peaking
service of up to 7,310 Mcf per day during the Winter Period of November 1
through March 31 of each year (not to exceed 307,018 Mcf for each Winter
Period) and back-up gas supplies of up to 30,702 Mcf per day in the event of
proration or curtailment of firm gas supplies (including propane).
In addition, on December 21, 1994, the Company executed two contracts
with Distrigas of Massachusetts Corporation ("DOMAC") which entitled the
Company to receive up to 5,263 Mcf per day of peaking gas.
The Company estimates that its supply of natural gas and supplemental
sources under contract are adequate to meet the anticipated needs of the
Company's customers for the foreseeable future. The annual sources of supply
are as follows: firm long-haul pipeline natural gas, including storage gas,
9,913,803 Mcf; natural gas peaking (Altresco), 307,000 Mcf; ("DOMAC")
1,067,251 MCF; and Liquefied Petroleum Gas, 13,800 (daily capability) Mcf.
Several factors may affect the acquisition of additional supplies by the
Company. Additional pipeline supplies designated as "best efforts" or
"interruptible" are available from time to time, but are subject to daily
curtailment at the suppliers'/transporters' discretion.
Although availability to the Company of Liquefied Petroluem Gas ("LPG")
and Liquid Natural Gas ("LNG") supplies is subject to various contingencies
including transportation problems, suppliers' operational difficulties and
extraordinary weather conditions, the Company has not faced any supply
acquisition and/or delivery problems since December, 1989. At that date,
despite extreme weather, the Company was able to maintain service to all
firm customers. The acquisition of additional gas supplies and the ability
to deliver to customers under design conditions experienced during the 93-94
winter attests to the reliability and integrity of the Company's supply
portfolio and distribution system.
The Company has five LPG gas plants and one temporary portable LNG
vaporizing unit which are utilized on peak days to supplement the pipeline
natural gas supply. By supplementing its natural gas supply with LPG, the
Company is able to meet its customers' requirements during peak periods. The
Company's pipeline deliveries combined with LPG facilities' storage capacity
yield a maximum daily sendout of approximately 54,900 Mcf. Actual maximum
daily sendout during the 94-95 heating season was 45,760 Mcf, which occurred
on February 6, 1995 with an average temperature of -3 degrees Fahrenheit.
On August 1, 1991, Tennessee filed, in FERC Docket No. RP 91-203, a
request for a general increase of its rates by approximately $343 million.
The rate tariff sheets with some modifications were placed in effect subject
to refund on February 1, 1992. Several rate conferences between Tennessee,
its customers and the FERC staff were held in an attempt to settle various
cost of service and rate design issues. A Stipulation and Agreement (the
"Agreement") was subsequently filed by Tennessee on June 2, 1993 and was
approved by the FERC on April 5, 1994. Pursuant to the terms of the
Agreement, Berkshire received refunds (including interest) from Tennessee of
$2,076,000 on June 3, 1994 and $1,838,700 on February 16, 1995. All such
refunds were returned to the Company's customers through the Company's CGAC
and effectively reduced the cost of gas to the customers.
On December 29, 1994, Tennessee filed with the FERC a general rate
increase (Docket RP 95-112) seeking $181 million in jurisdictional revenues.
On January 25, 1995, the FERC issued an order which accepted Tennessee's
rate filing, suspended it for five months, and established hearing and
technical conference procedures to address various rate and operational
tariff issues.
Subsequently, numerous rate settlements conferences were held by
Tennessee with its customers and the FERC staff. On June 2, 1995, Tennessee
presented an offer of settlement which was not supported by the majority of
its customers. On June 30, 1995, Tennessee filed a motion to place its
proposed tariff rates with some modifications into effect. Unless a
settlement between Tennessee and its customers is reached, formal rate
hearings will begin at FERC in March, 1996.
During the fiscal year ended June 30, 1995, the Company purchased an
aggregate of 5,949,176 Mcf of interstate pipeline natural gas at an average
cost of $3.2820 per Mcf. The average cost in each of the four preceding
years ended June 30 was: 1994 - $3.9725; 1993 - $3.9881; 1992 - $3.6421;
and 1991 - $3.5887. The composition of gas supply for customer requirements
during the fiscal year ended June 30, 1995 was: 99.9% natural gas and .1%
LNG and LPG.
Item 2. Properties
- ------------------
The Company has approximately 654 miles of distribution mains, the
major portion of which are constructed of coated steel, plastic or cast
iron. Berkshire owns and operates five auxiliary liquefied petroleum gas
plants for supplementing its supply of natural gas. (See "Business - Gas
Supply"). The Company has five terminal stations receiving gas from
Tennessee.
All the principal properties of the Company are owned in fee, subject
to the lien of the mortgage securing the Company's First Mortgage Bonds, and
are also subject to covenants, restrictions, easements, leases, rights-of-
way and other similar minor encumbrances or defects common to properties of
comparable size and character; none of which in the opinion of the Company's
management materially interferes with the Company's use of its properties in
order to conduct its business. The Company's gas mains are primarily located
under public highways and streets. Where they are under private property,
the Company has obtained easements or rights-of-way from the record holders
of title. These easements and rights are deemed by the Company to be
adequate for the purposes for which they are being used.
Item 3. Legal Proceedings
- -------------------------
With reference to the matters discussed above in Item I "Environmental
Matters", the Company notified its present and former insurance carriers
that it has incurred and will incur further costs associated with the
previously-referenced coal tar deposits, for which it will seek coverage
under applicable insurance policies. No litigation has yet commenced and it
is not possible to determine the extent to which recovery of costs will
ultimately be obtained from such insurance carriers.
Claims against the Company have been asserted by a general contractor
involved in the construction of a transportation pipeline for which the
Company served as developer. Although the Company cannot predict the
ultimate outcome of the claims, which the Company believes are without
merit, it intends to contest the claims vigorously and believes that the
outcome will not have a material adverse impact on the overall financial
position of the Company.
Item 4. Submission of Matters To A Vote Of Security Holders
- -----------------------------------------------------------
None.
Item 4. Additional Items
- ------------------------
Additional Items
- ----------------
Executive Officers of the Registrant
The table set forth below shows the names, titles and ages of all
executive officers of the Registrant as of June 30, 1995. There is no family
relationship among officers of the Registrant. There is no arrangement
between any of the officers and any other person(s) pursuant to which such
officer was or is to be elected as an officer.
Served in This
Name Title Capacity Since Age
- ---- ----- -------------- ---
S.S. Robinson President and Chief 10-28-87 55
Executive Officer
M.J. Marrone Vice President, Treasurer 10-28-87 53
and Chief Financial Officer
L.H. Hotman Vice President of Supply, 10-16-91 52
Rates and Planning
The executive officers are elected annually.
Listed below is a brief account of the business of each of the above
executive officers during the past five years.
Name Capacity in Which Served During Past Five Years
- ---- -----------------------------------------------
S.S. Robinson President and Chief Executive Officer
M.J. Marrone Vice President, Treasurer and Chief Financial Officer
L.H. Hotman Vice President of Supply, Rates & Planning; Vice
President of Supply, Rates & Marketing; Director of
Planning.
PART II
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Item 5. Market For Registrant's Common Equity and Related Stockholder Matters
- -----------------------------------------------------------------------------
The number of registered common shareholders of record of the
Registrant's Common stock as of the close of business on July 31, 1995 was
1,874. The other information required is contained in The Berkshire Gas
Company's Annual Report to Shareholders for the fiscal year ended June 30,
1995 ("Registrant's Annual Report") on page 27, under the heading "Quarterly
Financial Information". This information is hereby incorporated by reference
in this report.
Item 6. Selected Financial Data
- -------------------------------
The information required is contained in Registrant's Annual Report on
pages 10 - 11, under the heading "10-Year Comparative Summary of Operations
and Statistics". This information is hereby incorporated by reference in
this report.
Item 7. Management's Discussion and Analysis of Financial Condition and
- -----------------------------------------------------------------------
Results of Operations
---------------------
The information required is contained in Registrant's Annual Report on
pages 12 - 14, under the heading "Management's Discussion and Analysis of
Financial Condition and Results of Operations". This information is hereby
incorporated by reference in this report.
Item 8. Financial Statements and Supplementary Data
- ---------------------------------------------------
The information required is contained in Registrant's Annual Report on
pages 15 - 27, in the financial statements of The Berkshire Gas Company for
the years ended June 30, 1995, 1994 and 1993 together with the related
notes, under the heading "Independent Auditors' Report", and under the
heading "Quarterly Financial Information". This information is hereby
incorporated by reference in this report.
Item 9. Changes in and Disagreements with Accountants on Accounting and
- ------------------------------------------------------------------------
Financial Disclosure
--------------------
None.
PART III
--------
Items 10, 11, 12 and 13
- -----------------------
The information required regarding the Executive Officers of the
Registrant is included in Part I under "Additional Items". Certain other
information called for by Items 10, 11, 12 and 13 has been omitted from this
report pursuant to General Instruction G(3), and is incorporated herein by
reference to the definitive proxy statement to be filed with the Securities
and Exchange Commission pursuant to Regulation 14A not later than 120 days
after the close of the Company's last fiscal year.
PART IV
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Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
- ------------------------------------------------------------------------
(a) 1. Financial Statements
--------------------
The following financial statements and related notes are contained in
the Registrant's Annual Report for the fiscal year ended June 30, 1995 and
are incorporated herein by reference.
Report of Independent Auditors.
Statements of Income and Retained Earnings for the years ended
June 30, 1995, 1994 and 1993.
Balance Sheets, June 30, 1995, 1994 and 1993.
Statements of Common Shareholders' Equity and Redeemable Cumulative
Preferred Stock, June 30, 1995, 1994 and 1993.
Statements of Cash Flows for the years ended June 30, 1995, 1994 and
1993.
Notes to Financial Statements.
Selected Quarterly Financial Data (unaudited) for the years ended
June 30, 1995, 1994 and 1993.
Financial Statement Schedules
- -----------------------------
The information called for by this item appears under the caption
"Financial Statement Schedules and Exhibits Filed with Annual Report
on Form 10-K" (page 1 hereof). Such information is incorporated by
reference herein.
3. Exhibits
-----------
The information called for by this item appears under the caption
"Financial Statement Schedules and Exhibits Filed with Annual Report
on Form 10-K" (page 1 hereof). Such information is incorporated by
reference herein.
(b) Reports on Form 8-K
-------------------
None.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the Registrant has caused this report to
be signed on its behalf by the undersigned thereunto duly authorized.
Date: August 29, 1995 By: /s/ SCOTT S. ROBINSON
Scott S. Robinson, President & CEO
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this report has been signed below by the following persons in the
capacities on the dates indicated.
Signatures Capacity Date
- ---------- -------- ----
/s/ J.T. KELLEY Director August 29, 1995
J.T. Kelley
Chairman of the Board
/s/ SCOTT S. ROBINSON Principal Executive August 29, 1995
Scott S. Robinson Officer; Director
President and Chief
Executive Officer
/s/ MICHAEL J. MARRONE Principal Financial August 29, 1995
Michael J. Marrone & Accounting Officer
Vice President, Treasurer
and Chief Financial Officer
/s/ GEORGE R. BALDWIN Director August 29, 1995
George R. Baldwin
/s/ JOHN W. BOND Director August 29, 1995
John W. Bond
/s/ PAUL L. GIOIA Director August 29, 1995
Paul L. Gioia
/s/ WILLIAM S. GOEDECKE Director August 29, 1995
William S. Goedecke
/s/ FRANKLIN M. HUNDLEY Director August 29, 1995
Franklin M. Hundley
/s/ ROBERT B. TRASK Director August 29, 1995
Robert B. Trask
THE BERKSHIRE GAS COMPANY
FINANCIAL STATEMENT SCHEDULES
and
EXHIBITS
Filed With
ANNUAL REPORT ON FORM 10-K
EXHIBIT INDEX
Certain of the following exhibits are filed herewith or will be filed
herewith by amendment. Certain other of the following exhibits have
heretofore been filed with the Commission and pursuant to Rule 411 are
incorporated herein by reference.
Exhibit
Number** Description
- -------- -----------
4(a) First Mortgage Indenture and Deed of Trust, dated as of July 1, 1954,
between Pittsfield Coal Gas Company (now The Berkshire Gas Company)
and Chemical Corn Exchange Bank (now Chemical Bank), Trustee. Filed
as Exhibit 4(c) to the Company's Registration Statement on Form S-1,
Registration Statement No. 2-19808, and incorporated herein by
reference.
4(b) First Supplemental Indenture, dated as of June 1, 1956, between the
Company and Chemical Corn Exchange Bank (now Chemical Bank),
Trustee. Filed as Exhibit 4(d) to the Company's Registration
Statement on Form S-1, Registration Statement No. 2-19808, and
incorporated herein by reference.
4(c) Second Supplemental Indenture, dated as of October 1, 1957, between
the Company and Chemical Corn Exchange Bank (now Chemical Bank),
Trustee. Filed as Exhibit 4(e) to the Company's Registration
Statement on Form S-2, Registration Statement No. 2-19808, and
incorporated herein by reference.
4(d) Third Supplemental Indenture, dated as of October 1, 1958, between
the Company and Chemical Corn Exchange Bank (now Chemical Bank),
Trustee. Filed as Exhibit 4(f) to the Company's Registration
Statement on Form S-1, Registration Statement No. 2-19808, and
incorporated herein by reference.
4(e) Fourth Supplemental Indenture, dated as of August 1, 1960, between
the Company and Chemical Bank New York Trust Company (now Chemical
Bank), Trustee. Filed as Exhibit 4(e) to the Company's Registration
Statement on Form S-2, File No. 33-1492, and incorporated herein by
reference.
4(f) Fifth Supplemental Indenture, dated as of June 1, 1962, between the
Company and Chemical Bank New York Trust Company (now Chemical
Bank), Trustee. Filed as Exhibit 4(f) to the Company's Registration
Statement on Form S-2, File No. 33-1492, and incorporated herein by
reference.
4(g) Sixth Supplemental Indenture, dated as of February 1, 1965, between
the Company and Chemical Bank New York Trust Company (now Chemical
Bank), Trustee. Filed as Exhibit 4(g) to the Company's Registration
Statement on Form S-2, File No. 33-1492, and incorporated herein by
reference.
4(h) Seventh Supplemental Indenture, dated as of October 1, 1965, between
the Company and Chemical Bank New York Trust Company (now Chemical
Bank), Trustee. Filed as Exhibit 4(h) to the Company's Registration
Statement on Form S-2, File No. 33-1492, and incorporated herein by
reference.
4(i) Eighth Supplemental Indenture, dated as of September 1, 1967, between
the Company and Chemical Bank New York Trust Company (now Chemical
Bank), Trustee. Filed as Exhibit 4(i) to the Company's Registration
Statement on Form S-2, File No. 33-1492, and incorporated herein by
reference.
4(j) Ninth Supplemental Indenture, dated as of April 1, 1969, between the
Company and Chemical Bank, Trustee. Filed as Exhibit 4(j) to the
Company's Registration Statement on Form S-2, File No. 33-1492, and
incorporated herein by reference.
4(k) Tenth Supplemental Indenture, dated as of March 1, 1972, between the
Company and Chemical Bank, Trustee. Filed as Exhibit 4(k) to the
Company's Registration Statement on Form S-2, File No. 33-1492, and
incorporated herein by reference.
4(l) Eleventh Supplemental Indenture, dated as of April 15, 1975, between
the Company and Chemical Bank, Trustee. Filed as Exhibit 4(l) the
Company's Registration Statement on Form S-2, File No. 33-1492, and
incorporated herein by reference.
4(m) Twelfth Supplemental Indenture, dated as of November 27, 1978,
between the Company and Chemical Bank, Trustee. Filed as Exhibit
4(m) to the Company's Registration Statement on Form S-2, File No.
33-1492, and incorporated herein by reference.
4(n) Thirteenth Supplemental Indenture, dated as of October 15, 1981,
between the Company and Chemical Bank, Trustee. Filed as Exhibit
4(n) to the Company's Registration Statement on Form S-2, File
No. 33-1492, and incorporated herein by reference.
4(o) Fourteenth Supplemental Indenture, dated as of August 19, 1983,
between the Company and Chemical Bank, Trustee. Filed as Exhibit
4(o) to the Company's Registration Statement on Form S-2, File No.
33-1492, and incorporated herein by reference.
4(p) Fifteenth Supplemental Indenture, dated as of August 19, 1985,
between the Company and Chemical Bank, Trustee. Filed as Exhibit
4(p) to the Company's Registration Statement on Form S-2,
Registration No. 33-1492, and incorporated herein by reference.
4(q) Sixteenth Supplemental Indenture, dated as of January 1, 1988,
between the Company and Chemical Bank, Trustee. Filed as Exhibit
4(q) to the Company's Registration Statement on Form S-3,
Registration No. 33-27785, and incorporated herein by reference.
4(r) Seventeenth Supplemental Indenture, dated as of February 1, 1989,
between the Company and Chemical Bank, Trustee. Filed as Exhibit
4(r) to the Company's Registration Statement on Form S-3,
Registration Statement No. 33-27785, and incorporated herein by
reference.
4(s) Eighteenth Supplemental Indenture, dated as of September 1, 1991,
between the Company and Chemical Bank, Trustee. Filed as Exhibit
4(x) to the Company's Registration Statement on Form S-3,
Registration Statement No. 33-64302, and incorporated herein by
reference.
4(t) Nineteenth Supplemental Indenture, dated as of September 1, 1992,
between the Company and Chemical Bank, Trustee. Filed as Exhibit
4(z) to the Company's Registration Statement on Form S-3,
Registration Statement No. 33-64302, and incorporated herein by
reference.
4(u) Debenture Indenture, dated as of November 1, 1986, between the
Company and Centerre Trust Company of St. Louis (now Boatmen's Trust
Company), as Trustee. Filed as Exhibit 4(q) to the Company's
Registration Statement on Form S-2, Registration Statement
No. 33-9509, and incorporated herein by reference.
4(v) Senior Note Agreement, dated as of July 1, 1990, between the Company
and Allstate Life Insurance Company. Filed as Exhibit 4(w) to the
Company's Registration Statement on Form S-3, Registration Statement
No. 33-64302, and incorporated herein by reference.
4(w) Charter of the Company. Filed as Exhibit 3(a) to the Company's
Form 8, amending the Company's Form 10-Q for the fiscal quarter
ended September 30, 1984, File No. 0-1857-3, and incorporated
herein by reference.
4(x) Amendment to the Company's Charter, dated October 30, 1985. Filed as
Exhibit 3(b) to the Company's Registration Statement on Form S-2,
Registration Statement No. 33-1492, and incorporated herein by
reference.
4(y) Amendment to the Company's Charter, dated July 14, 1986. Filed as
Exhibit 3(a) to the Company's Form 10-K for the fiscal year ended
June 30, 1986, File No. 0-1857-3, and incorporated herein by
reference.
4(z) Amendment to the Company's Charter, dated October 28, 1986. Filed as
Exhibit 4(v) to the Company's Registration Statement on Form S-3,
Registration Statement No. 33-27785, and incorporated herein by
reference.
4(aa) Amendment to the Company's Charter, dated June 15, 1992. Filed as
Exhibit 4(y) to the Company's Registration Statement on Form S-3,
Registration Statement No. 33-64302, and incorporated herein by
reference.
4(bb) Amendment to the Company's Charter, dated July 29, 1994. Filed as
Exhibit 4(bb) on the Company Registration Statement on Form S-2,
Registration Statement No. 33-838 28, and is incorporated herein by
reference thereto.
10(a) Employment Contract between the Company and Scott S. Robinson. Filed
as Exhibit 10(f) to the Company's Form 10-K for the fiscal year
ended June 30, 1985, File No. 01857-3, and incorporated herein by
reference.
10(b) Contract for the operation and maintenance of a cogeneration
pipeline between the Company and Altresco Financial, Inc., dated
December 11, 1992. Filed as Exhibit 10(n) to the Company's Form 10-K
for the fiscal year ended June 30, 1993, File No. 0-18573, and
incorporated herein by reference.
10(c) Year-to-year contract for the purchase of propane gas between the
Company and Enron Gas Liquids, dated June 1, 1993. Filed as Exhibit
10(c) on the Company Registration Statement on Form S-2,
Registration Statement No. 33-83828, and is incorporated herein by
reference thereto.
10(d) Contract for the transportation of natural gas under IT rate
schedule between the Company and Tennessee Gas Pipeline Company,
contract number 103250-8, dated September 1, 1993. Filed as Exhibit
10(d) on the Company Registration Statement on Form S-2,
Registration Statement No. 33-83828, and is incorporated herein by
reference thereto.
10(e) Contract for the transportation of natural gas under FT-A rate
schedule between the Company and Tennessee Gas Pipeline Company,
contract number 2030, dated September 1, 1993. Filed as Exhibit
10(e) on the Company Registration Statement on Form S-2,
Registration Statement No. 33-83828, and is incorporated herein by
reference thereto.
10(f) Contract for the transportation of natural gas under FT-A rate
schedule between the Company and Tennessee Gas Pipeline Company,
contract number 2064, dated September 1, 1993. Filed as Exhibit
10(f) on the CompanyRegistration Statement on Form S-2, Registration
Statement No. 33-83828, and is incorporated herein by reference
thereto.
10(g) Contract for the transportation of natural gas under FT-A rate
schedule between the Company and Tennessee Gas Pipeline Company,
contract number 779, dated September 1, 1993. Filed as Exhibit 10(g)
on the Company Registration Statement on Form S-2, Registration
Statement No. 33-83828, and is incorporated herein by reference
thereto.
10(h) Contract for the transportation of natural gas under CGT-NE rate
schedule between the Company and Tennessee Gas Pipeline Company,
contract number 2063, dated September 1, 1993. Filed as Exhibit
10(h) on the Company Registration Statement on Form S-2,
Registration Statement No. 33-83828, and is incorporated herein by
reference thereto.
10(i) Contract for the purchase of natural gas between the Company and
Tenngasco Corporation, dated September 14, 1993. Filed as Exhibit
10(i) on the Company Registration Statement on Form S-2,
Registration Statement No. 33-83828, and is incorporated herein by
reference thereto.
10(j) Contract for the purchase of natural gas between the Company and
Natural Gas Clearinghouse, dated as of November 1, 1993. Filed as
Exhibit 10(j) on the Company Registration Statement on Form S-2,
Registration Statement No. 33-83828, and is incorporated herein by
reference thereto.
10(k) Gas Storage Agreement between the Company and Tennessee Gas Pipeline
Company, dated as of September 1, 1993. Filed as Exhibit 10(k) on
the Company Registration Statement on Form S-2, Registration
Statement No. 33-838 28, and is incorporated herein by reference
thereto.
10(l) Company Corporate Incentive Compensation Plan ("ICP"). Filed as
Exhibit 10(l) on the Company Registration Statement on Form S-2,
Registration Statement No. 33-838 28, and is incorporated herein by
reference thereto.
10(m) Severance Agreement, dated September 28, 1993, by and between the
Company and Donald Atwater. Filed as Exhibit 10(m) on the Company
Registration Statement on Form S-2, Registration Statement No.
33-83828, and is incorporated herein by reference thereto.
10(n) Severance Agreement, dated September 28, 1993, by and between the
Company and Robert M. Allessio. Filed as Exhibit 10(n) on the
Company Registration Statement on Form S-2, Registration Statement
No. 33-83828, and is incorporated herein by reference thereto.
10(o) Severance Agreement, dated October 15, 1993, by and between the
Company and Michael J. Marrone. Filed as Exhibit 10(o) on the
Company Registration Statement on Form S-2, Registration Statement
No. 33-83828, and is incorporated herein by reference thereto.
10(p) Severance Agreement, dated October 15, 1993, by and between the
Company and Leslie H. Hotman. Filed as Exhibit 10(p) on the Company
Registration Statement on Form S-2, Registration Statement No.
33-83828, and is incorporated herein by reference thereto.
10(q) Severance Agreement, dated October 15, 1993, by and between the
Company and Cheryl M. Clark. Filed as Exhibit 10(q) on the Company
Registration Statement on Form S-2, Registration Statement No.
33-83828, and is incorporated herein by reference thereto.
13(a) Annual Report to Shareholders
Filed Herewith:
A copy of the Company's Annual Report to Shareholders for fiscal
year ended June 30, 1995.
27(a) Financial Data Schedule
Filed Herewith:
Financial Data Schedule for the fiscal year ended June 30, 1995.
THE BERKSHIRE GAS COMPANY
OTHER ALLOWANCES
FOR THE YEAR ENDED JUNE 30, 1995
($000'S)
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
- -------- -------- -------- -------- --------
ADDITIONS DEDUCTIONS
------------------------------------------ ------------------------
BALANCE AT CHARGED TO CHARGED TO OTHER ACCTS. BALANCE
BEGINNING OPERATING PROFIT ----------------------- AT CLOSE
DESCRIPTION OF PERIOD & LOSS OR INCOME ACCOUNT AMOUNT DESCRIPTION AMOUNT OF PERIOD
- ----------- ---------- ---------------- ------- ------ ----------- ------ ---------
ALLOWANCES DEDUCTED FROM
ASSETS TO WHICH THEY APPLY
Reserved for bad debts:
Gas Accounts $727 $628 App. Rental $ 18 Accts. charged $541 $832
off - less
recoveries
Merchandise & 21 Merchandise & 50 Accts. charged 27 44
Jobbing Accts. Jobbing off - less
Operations recoveries
Liq. Petroleum 68 Liq. Petroleum 45 Accts. charged 39 74
Gas Accounts Operations off - less
recoveries
---- ---- ---- ---- ----
TOTAL $816 $628 $113 $607 $950
==== ==== ==== ==== ====
THE BERKSHIRE GAS COMPANY
OTHER ALLOWANCES
FOR THE YEAR ENDED JUNE 30, 1994
($000'S)
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
- -------- -------- -------- -------- --------
ADDITIONS DEDUCTIONS
------------------------------------------ ------------------------
BALANCE AT CHARGED TO CHARGED TO OTHER ACCTS. BALANCE
BEGINNING OPERATING PROFIT ----------------------- AT CLOSE
DESCRIPTION OF PERIOD & LOSS OR INCOME ACCOUNT AMOUNT DESCRIPTION AMOUNT OF PERIOD
- ----------- ---------- ---------------- ------- ------ ----------- ------ ---------
ALLOWANCES DEDUCTED FROM
ASSETS TO WHICH THEY APPLY
Reserved for bad debts:
Gas Accounts $600 $1,176 App. Rental $13 Accts. charged $1,062 $727
off - less
recoveries
Merchandise & 20 Merchandise & 7 Accts. charged 6 21
Jobbing Accts. Jobbing off - less
Operations recoveries
Liq. Petroleum 54 Liq. Petroleum 42 Accts. charged 28 68
Gas Accounts Operations off - less
recoveries
---- ------ --- ------ ----
TOTAL $674 $1,176 $62 $1,096 $816
==== ====== === ====== ====
THE BERKSHIRE GAS COMPANY
OTHER ALLOWANCES
FOR THE YEAR ENDED JUNE 30, 1993
($000'S)
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
- -------- -------- -------- -------- --------
ADDITIONS DEDUCTIONS
------------------------------------------ -------------------------
BALANCE AT CHARGED TO CHARGED TO OTHER ACCTS. BALANCE
BEGINNING OPERATING PROFIT ----------------------- AT CLOSE
DESCRIPTION OF PERIOD & LOSS OR INCOME ACCOUNT AMOUNT DESCRIPTION AMOUNT OF PERIOD
- ----------- ---------- ---------------- ------- ------ ----------- ------ ----------
ALLOWANCES DEDUCTED FROM
ASSETS TO WHICH THEY APPLY
Reserved for bad debts:
Gas Accounts $467 $737 App. Rental $14 Accts. charged $618 $600
off - less
recoveries
Merchandise & 16 Merchandise & 19 Accts. charged 15 20
Jobbing Accts. Jobbing off - less
Operations recoveries
Liq. Petroleum 59 Liq. Petroleum 38 Accts. charged 43 54
Gas Accounts Operations off - less
recoveries
---- ---- --- ---- ----
TOTAL $542 $737 $71 $676 $674
==== ==== === ==== ====