SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Quarterly Report Under Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the Quarter Ended March 31, 1996 Commission File No. 0-1857-3
THE BERKSHIRE GAS COMPANY
Massachusetts 04-1731220
115 Cheshire Road, Pittsfield, Massachusetts 01201-1879
Registrant's telephone number, including Area Code 413:442-1511
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 filling
requirements for the past 90 days.
Yes ____X____ No ________
At March 31, 1996, the Registrant had issued and outstanding 2,137,963 shares of
Common Stock, par value $2.50.
THE BERKSHIRE GAS COMPANY
STATEMENTS OF INCOME AND RETAINED EARNINGS - Unaudited
------------------------------------------------------
(In Thousands Except Share Amounts)
Three Months Three Months
Ended 3/31/96 Ended 3/31/95
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Operating Revenues ...................................... $ 21,059 $ 21,615
Cost of Gas Sold ........................................ 9,229 11,218
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Operating Margin ........................................ 11,830 10,397
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Other Operating Expenses ................................ 3,392 3,396
Depreciation Expense .................................... 1,875 1,680
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Total ............................................. 5,267 5,076
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Utility Operating Income ................................ 6,563 5,321
Other Income - Net ...................................... 635 548
---------- ----------
Operating and Other Income .............................. 7,198 5,869
Interest Expense ........................................ 937 946
Other Taxes ............................................. 766 743
---------- ----------
Pre-Tax Income .................................... 5,495 4,180
Income Taxes ............................................ 2,108 1,624
---------- ----------
NET INCOME .............................................. 3,387 2,556
Retained Earnings at Beginning of Period ................ 5,770 5,580
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Total ............................................. 9,157 8,136
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Dividends Declared:
Preferred Stock ....................................... 173 174
Common Stock .......................................... 588 575
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Total Dividends ................................... 761 749
---------- ----------
Retained Earnings at End of Period ...................... $ 8,396 $ 7,387
========== ==========
Earnings Available for Common Stock ..................... $ 3,214 $ 2,382
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Average Shares of Common Stock Outstanding .............. 2,137,963 2,091,304
---------- ----------
Earnings Per Share of Common Stock ...................... $ 1.50 $ 1.14
========== ==========
See Independent Accountants' Review Report and Notes to Financial Statements.
THE BERKSHIRE GAS COMPANY
STATEMENTS OF INCOME AND RETAINED EARNINGS - Unaudited
------------------------------------------------------
(In Thousands Except Share Amounts)
Nine Months Nine Months
Ended 3/31/96 Ended 3/31/95
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Operating Revenues ...................................... $ 37,164 $ 38,533
Cost of Gas Sold ........................................ 16,246 19,975
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Operating Margin ........................................ 20,918 18,558
---------- ----------
Other Operating Expenses ................................ 8,649 8,932
Depreciation Expense .................................... 3,192 2,902
---------- ----------
Total ............................................. 11,841 11,834
---------- ----------
Utility Operating Income ................................ 9,077 6,724
Other Income - Net ...................................... 1,417 1,399
---------- ----------
Operating and Other Income .............................. 10,494 8,123
Interest Expense ........................................ 2,716 2,806
Other Taxes ............................................. 1,359 1,359
---------- ----------
Pre-Tax Income ........................................ 6,419 3,958
Income Taxes ............................................ 2,468 1,512
---------- ----------
NET INCOME .............................................. 3,951 2,446
Retained Earnings at Beginning of Period ................ 6,718 7,098
---------- ----------
Total ............................................. 10,669 9,544
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Dividends Declared:
Preferred Stock ....................................... 519 521
Common Stock .......................................... 1,754 1,636
---------- ----------
Total Dividends ....................................... 2,273 2,157
---------- ----------
Retained Earnings at End of Period ...................... $ 8,396 $ 7,387
========== ==========
Earnings Available for Common Stock ..................... $ 3,432 $ 1,925
---------- ----------
Average Shares of Common Stock Outstanding .............. 2,124,748 1,978,316
---------- ----------
Earnings Per Share of Common Stock ...................... $ 1.62 $ 0.97
========== ==========
See Independent Accountants' Review Report and Notes to Financial Statements.
THE BERKSHIRE GAS COMPANY
STATEMENTS OF INCOME AND RETAINED EARNINGS - Unaudited
------------------------------------------------------
(In Thousands Except Share Amounts)
Twelve Months Twelve Months
Ended 3/31/96 Ended 3/31/95
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Operating Revenues ...................................... $ 46,564 $ 48,122
Cost of Gas Sold ........................................ 21,091 24,901
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Operating Margin ........................................ 25,473 23,221
---------- ----------
Other Operating Expenses ................................ 11,306 12,388
Depreciation Expense .................................... 3,913 3,603
---------- ----------
Total ............................................. 15,219 15,991
---------- ----------
Utility Operating Income ................................ 10,254 7,230
Other Income - Net ...................................... 1,534 2,160
---------- ----------
Operating and Other Income .............................. 11,788 9,390
Interest Expense ........................................ 3,576 3,628
Other Taxes ............................................. 1,697 1,734
---------- ----------
Pre-Tax Income ........................................ 6,515 4,028
Income Taxes ............................................ 2,480 1,678
---------- ----------
NET INCOME .............................................. 4,035 2,350
Retained Earnings at Beginning of Period ................ 7,387 7,463
----------
Surplus Invested in Plant ............................... 390
----------
Total ............................................. 11,422 10,203
---------- ----------
Dividends Declared:
Preferred Stock ....................................... 692 694
Common Stock .......................................... 2,333 2,122
---------- ----------
Total Dividends ....................................... 3,025 2,816
---------- ----------
Retained Earnings at End of Period ...................... $ 8,397 $ 7,387
========== ==========
Earnings Available for Common Stock ..................... $ 3,343 $ 1,656
---------- ----------
Average Shares of Common Stock Outstanding .............. 2,116,847 1,912,455
---------- ----------
Earnings Per Share of Common Stock ...................... $ 1.58 $ 0.87
========== ==========
See Independent Accountants' Review Report and Notes to Financial Statements.
THE BERKSHIRE GAS COMPANY
BALANCE SHEETS
--------------------------------------
(In Thousands)
March 31, June 30,
1996 1995
----------- ---------
(Unaudited) (Audited)
ASSETS:
Utility Plant:
Utility Plant - at original cost ...................... $95,521 $91,863
Less: Accumulated Depreciation ........................ 25,057 22,537
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Utility Plant - Net ................................. 70,464 69,326
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Other Property:
Other Property - at original cost ..................... 11,143 10,766
Less: Accumulated Depreciation ....................... 5,184 4,804
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Other Property - Net ................................ 5,959 5,962
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Current Assets:
Cash and Cash Equivalents ............................. 414 492
Accounts Receivable Utility Service (less allowance:
Mar. 1996-$915; June 1995-$832) ...................... 9,428 6,103
Liquefied Petroleum & Merchandise (less allowance:
Mar. 1996-$83; June 1995-$119) ...................... 1,130 509
Other Receivables ..................................... 116 234
Inventories (at the lower of average cost or market):
Natural Gas ......................................... 64 1,702
Liquefied Petroleum ................................. 237 250
Materials and Supplies .............................. 1,327 1,284
Prepayments ........................................... 283 178
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Total Current Assets .............................. 12,999 10,752
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Deferred Debits:
Unamortized Debt Expense ............................ 544 578
Capital Stock Expense ............................... 534 638
Environmental Cleanup Costs ......................... 1,240 1,046
Other ............................................... 1,216 787
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Total Deferred Debits ............................. 3,534 3,049
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Recoverable Environmental Cleanup Costs ............... 2,894 2,894
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TOTAL ASSETS ...................................... $95,850 $91,983
======= =======
See Independent Accountants' Review Report and Notes to Financial Statements.
THE BERKSHIRE GAS COMPANY
BALANCE SHEETS
--------------------------------------
(In Thousands)
March 31, June 30,
1996 1995
----------- ---------
(Unaudited) (Audited)
LIABILITIES AND OTHER CREDITS
Common Shareholders' Equity:
Common Stock .............................................. $ 5,345 $ 5,259
Premium on Common Stock ................................... 16,147 15,711
Retained Earnings ......................................... 8,397 6,718
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Total Common Shareholders' Equity ..................... 29,889 27,688
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Redeemable Cumulative Preferred Stock ....................... 8,406 8,448
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Long-Term Debt(less current maturities) ..................... 24,000 30,983
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Current Liabilities:
Notes Payable to Banks .................................... 10,410 0
Current Maturities of Long-Term Debt ...................... 0 900
Accounts Payable .......................................... 3,613 3,091
Taxes Accrued ............................................. 2,056 125
Other Current Liabilities ................................. 2,183 4,557
Refundable Gas Costs ...................................... 2,406 4,117
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Total Current Liabilities ............................. 20,668 13,751
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Other Liabilities ........................................... 1,190 961
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Unamortized Investment Tax Credit ........................... 1,299 1,355
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Deferred Income Taxes ....................................... 7,504 6,864
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Reserve for Recoverable Environmental Cleanup Costs ......... 2,894 2,894
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TOTAL LIABILITIES AND OTHER CREDITS ......................... $95,850 $91,983
======= =======
See Independent Accountants' Review Report and Notes to Financial Statements.
THE BERKSHIRE GAS COMPANY
STATEMENTS OF CASH FLOWS - Unaudited
----------------------------------------------
(In Thousands)
Nine Months Nine Months
Ended 3/31/96 Ended 3/31/95
------------- -------------
Cash flows from Operating Activities:
Net Income .......................................... $ 3,951 $ 2,446
Adjustments to Reconcile Net Income to Net Cash
Used in Operating Activities:
Depreciation and Amortization ....................... 3,877 3,536
Provision for Losses on Accounts Receivable ......... 967 602
Refundable Gas Costs ................................ (1,711) 3,069
Deferred Income Taxes ............................... 640 (1,324)
Changes in Assets and Liabilities Which Provided
(Used) Cash:
Accounts Receivable ................................. (4,913) (3,071)
Other Receivables ................................... 118 59
Inventories ......................................... 1,608 1,147
Capital Stock Expense ............................... 0 (440)
Accounts Payable .................................... 522 (97)
Taxes Accrued ....................................... 1,931 3,231
Other ............................................... (2,872) 818
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Net Cash Provided by Operating Activities ............. 4,118 9,976
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Cash Flows from Investing Activities:
Construction Expenditures ........................... (4,930) (6,031)
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Net Cash Used in Investing Activities ............... (4,930) (6,031)
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Cash Flows from Financing Activities:
Dividends Paid ...................................... (2,273) (2,157)
Principal Payments on Long-Term Debt ................ (7,883) (100)
Proceeds from (Payments on)Notes Payable ............ 10,410 (6,580)
Proceeds from Sale of Common Stock .................. 0 4,449
Proceeds from Other Stock Transactions - Net ........ 480 453
------- -------
Net Cash Provided by Financing Activities ........... 734 (3,935)
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Net Increase/(Decrease)in Cash ........................ (78) 10
Cash and Cash Equivalents at Beginning of Period ...... 492 65
------- -------
Cash and Cash Equivalents at End of Period ............ $ 414 $ 75
======= =======
See Independent Accountants' Review Report and Notes to Financial Statements.
The Berkshire Gas Company
Notes to Financial Statements
March 31, 1996
- -------------------------------------------------------------------------------
(Dollars in Thousands Except Share Amounts)
NOTES:
OTHER FINANCIAL INFORMATION:
The accompanying unaudited financial statements have been prepared in
accordance with the instructions to Form 10-Q and do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. All adjustments, which in the opinion of
management are necessary to a fair presentation of the operations for the
interim periods presented, have been made. These adjustments are of a normal
recurring nature. The results of operations for such interim periods are not
necessarily indicative of results of operations for a full year. These financial
statements should be read in conjunction with the summary of accounting policies
and notes to financial statements included in the Company's Annual Report on
Form 10-K for the year ended June 30, 1995.
RECLASSIFICATION:
The Company has reclassified certain amounts for prior years to conform
with the 1996 presentation.
CONTINGENCIES:
ENVIRONMENTAL:
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 Berkshire Gas Company (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 Massachusetts Department of Public Utilities
("MDPU") issued a generic ruling on cost recovery for environmental cleanup with
respect to former gas manufacturing sites. Under the ruling, the Company may
recover annual cleanup costs, excluding carrying costs, over a seven year period
through the Cost of Gas Adjustment Clause ("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 in any one year.
During the period ended March 31, 1996, 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 of 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 continuing. It
is difficult to predict the potential financial impact of the sites 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 expenditures for the site will range from $2,894 to $8,777. The
anticipated level of expenditures has remained the same from prior year
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 cost of $2,894 in accordance with SFAS No. 5. Ultimate
expenditures cannot be determined until a remedial action plan can be developed
and approved by the MDEP. The Company's unamortized costs at March 31, 1996 were
$1,240 and should be recovered using the formula discussed above.
Management's Discussion and Analysis of Financial Condition and
Results of Operations
- -------------------------------------------------------------------------------
Results of Operations - Third Quarter Ended March 31, 1996 versus Third
Quarter Ended March 31, 1995
- -------------------------------------------------------------------------------
Since income is not significantly affected by changes in revenue due to
changes in gas costs, the discussion below pertains to Operating Margin
(Operating Margin or Gross Profit = Operating Revenues Net of Cost of Gas Sold).
Berkshire Gas Company considers Operating Margin to be a more pertinent measure
of operating results than Operating Revenues.
Operating Margin increased $1,433,000 or 13.8% from the three months ended
March 31, 1995. Operating Margin is primarily affected by the change in the
level of firm gas sold and transported. The Company is required to recover or
return to the customer through the Cost of Gas Adjustment Clause any changes in
the cost of natural gas. Interruptible gas sold and transported has no affect on
Operating Margin since those margins are flowed back to the firm customer. The
increase from 1995 is primarily due to higher volumes of firm gas sold due to
13% colder winter weather than the prior year, and to a lesser extent, an
increase in the number of customers.
1996 1995
---- ----
3 Month Firm MCF Sold & Transported ........................ 2,791,956 2,470,615
3 Month Operating Margin ................................... $11,830,000 $10,397,000
3 Month Average Operating Margin Per Firm MCF .............. $ 4.24 $ 4.21
Depreciation Expense increased $195,000 due to an increase in the amount
of depreciable assets.
Other Income increased $87,000 from the quarter ended March 31, 1995. The
increase was primarily due to an increase in propane revenues of $79,000 due to
colder than normal weather, and to a lesser extent, an increased customer base.
Other Taxes increased $23,000 due to increase in personal property taxes
resulting from increased plant.
Income Taxes increased $484,000 due to changes in net earnings as
discussed above.
Management's Discussion and Analysis of Financial Condition and
Results of Operations
- -------------------------------------------------------------------------------
Results of Operations - Nine Months Ended March 31, 1996 versus Nine
Months Ended March 31, 1995
- -------------------------------------------------------------------------------
Operating Margin increased $2,360,000 or 12.7% as compared with the nine
months ended March 31, 1995. During the period November 1 - April 30, the
Company bills its' customers at a winter rate structure that provides greater
operating margins than the summer rate structure. The increase over 1995
resulted from 15% colder weather during November through March causing higher
volumes of firm gas sold at winter rates, and to a lesser extent, an increase in
the number of customers.
1996 1995
---- ----
9 Month Firm MCF Sold & Transported ........................ 5,155,001 4,659,255
9 Month Operating Margin ................................... $20,918,000 $18,558,000
9 Month Average Operating Margin Per Firm MCF .............. $ 4.06 $ 3.98
Other Operating Expenses decreased $283,000 or 3.2% from the nine months
ended March 31, 1995. The decrease is primarily due to reduced Administrative
and General costs of $399,000 due to a reduction in regulatory costs, and
reduced legal and consulting expenses, lower Transmission and Distribution
expense of $162,000 due to personnel reduction and cost containment measures,
reduced Customer Accounts expense of $67,000 due to automation, partially offset
by an increase in bad debt expense of $385,000.
Depreciation expense increased $290,000 or 10.0% due to an increase in the
level of depreciable assets.
Other Income increased $18,000 from 1995 primarily due to an increase in
Propane revenues of $226,000 due to colder weather, partially offset by lower
interest income of $174,000 from the over/under collection of gas costs from
customers through the CGAC.
Interest Expense decreased $90,000 or 3.2% due to favorable borrowing
rates as well as retirement of long-term debt.
Income Taxes increased $956,000 due to changes in net earnings as
discussed above.
Management's Discussion and Analysis of Financial Condition and
Results of Operations
- -------------------------------------------------------------------------------
Results of Operations - Twelve Months Ended March 31, 1996 versus Twelve
Months Ended March 31, 1995
- -------------------------------------------------------------------------------
Earnings available for Common Stock were $3,343,000 for the twelve months
ended March 31, 1996 as compared to $1,656,000 for 1995. The increase is due
primarily to 15% colder weather during the winter of fiscal 1996.
Operating Margin increased $2,252,000 or 9.7% over the twelve months ended
March 31, 1995. Operating Margin is primarily affected by the change in the
level of firm gas sold and transported.
The Company's sales are affected by weather as the majority of its firm
customers use natural gas for heating. The increase over 1995 is primarily due
to higher volumes of firm gas sold due to 12.5% colder temperatures for the
twelve month period.
1996 1995
---- ----
12 Month Firm MCF Sold & Transported ....................... 6,443,836 5,975,641
12 Month Operating Margin .................................. $25,473,000 $23,221,000
12 Month Average Operating Margin Per Firm MCF ............. $ 3.95 $ 3.89
Other Operating Expenses decreased $1,082,000 or 8.7% from the twelve
months ended March 31, 1995 due to the Company's cost containment programs. The
decrease reflects lower Administrative and General costs of $964,000 due to
lower insurance, regulatory costs, legal and association dues; reduced
Transmission and Distribution of $243,000 due to reduced payroll and lower
system maintenance costs, lower marketing costs from reduced payroll and
advertising, partially offset by higher levels of uncollectible accounts of
$243,000.
Depreciation expense increased $310,000 due to an increase in the amount
of depreciable assets.
Other Income decreased $626,000 from 1995. The decrease was due to an
insurance settlement that was included in the prior period in the amount of
$403,000 (net of taxes and amounts previously recorded). Interest Income was
$205,000 less resulting from the overcollection of prior period gas costs
through the CGAC. Jobbing revenues were $89,000 less due to lower levels of
service activity and appliance rental revenues were $79,000 less due to higher
depreciation on equipment, partially offset by an increase in propane revenue of
$317,000 due to colder weather during the winter of fiscal 1996, and a larger
customer base.
Interest Expense decreased $52,000 for the reasons noted above in the nine
month explanations.
Income Taxes increased $802,000 over 1995 due to increased earnings.
Dividends declared on Common Stock increased $211,000 due to additional
shares outstanding. The Company sold 295,000 shares of Common Stock during the
second quarter of fiscal 1995, and sold 47,000 shares through the Dividend
Reinvestment Plan ("DRIP") over the twelve month period.
Liquidity and Capital Resources - March 31, 1996
The Company added approximately $4,930,000 to Plant assets during the nine
months ended March 31, 1996. These construction expenditures primarily represent
investments in new and replacement mains and services, and the conversion to
automated meter reading.
The capital structure of the Company at March 31, 1996 was 48.0% Common
Equity, 13.5% Preferred Stock and 38.5% Long-Term Debt.
The Company initially finances construction expenditures and other funding
needs primarily with short-term bank borrowings, and to a lesser extent with the
reinvestment of dividends. The Company continually evaluates its short-term
borrowing position and based on prevailing interest rates, market conditions,
etc., makes determinations regarding conversion of short-term borrowings to
long-term debt or equity. As part of this process and in keeping with its cost
containment incentives, the Company called for and redeemed those series of debt
that presently do not have high premium calls, First Mortgage Bonds, Series K,
7.875% at $520,000 and First Mortgage Bonds, Series M, 9.375% at $640,000 and
the 9 1/8% Debentures at $5,743,000 during the third quarter of fiscal 1996. The
Company is negotiating the purchase of the 8.4% Preferred stock of $8,000,000.
Funds for environmental clean-up costs are initially financed through
short-term borrowings and all such costs will be recovered over a seven year
period under a ruling issued by the MDPU.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
- ------- -----------------
The Company and the general contractor, along with the general
contractor's bonding company have reached an agreement to resolve
all issues in relation to the construction of a transportation
pipeline for which the Company served as developer. That settlement
was approved by the Bankruptcy Court on February 16, 1996 and had no
material financial impact on the Company.
During the second quarter the Company, along with some current
and former employees, were named in an harassment suit. Although the
Company cannot predict the ultimate outcome of the claim, which the
Company believes is without merit, it intends to contest the claim
vigorously and believes that the outcome will not have a material
adverse impact on the overall financial position or results of
operations.
Item 2. Changes in Securities
- ------- ---------------------
Not Applicable
Item 3. Defaults Upon Senior Securities
- ------- -------------------------------
Not Applicable
Item 4. Other Information
- ------- -----------------
Not Applicable
Item 5. Exhibits and Reports on Form 8 - K
- ------- ----------------------------------
(a) List of Exhibits
27 - Financial Data Schedule
The balance sheet as of March 31, 1996, the related statements of income and
retained earnings for the three, nine and twelve month periods ended March 31,
1996 and 1995, and the statements of cash flows for the nine month periods
ended March 31, 1996 and 1995 have been reviewed, prior to filing, by the
Registrants independent public accountants, Deloitte & Touche LLP, whose
report covering their review of the financial statements is presented below.
Deloitte &
Touche LLP
- ------------
------------------------------------------
City Place Telephone:(860) 280-3000
185 Asylum Street Facsimile:(860) 280-3051
Hartford, Connecticut 06103-3402
INDEPENDENT ACCOUNTANTS' REPORT
The Berkshire Gas Company:
We have reviewed the accompanying balance sheet of The Berkshire Gas Company as
of March 31, 1996, the related statements of income and retained earnings for
the three month, nine month and twelve month periods ended March 31, 1996 and
1995, and the statements of cash flows for the nine month periods ended March
31, 1996 and 1995. These financial statements are the responsibility of the
Company's management.
We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with generally accepted auditing standards, the objective of which is the
expression of an opinion regarding the financial statements as a whole.
Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to such financial statements for them to be in conformity with generally
accepted accounting principles.
We have previously audited, in accordance with generally accepted auditing
standards, the balance sheet of The Berkshire Gas Company as of June 30, 1995,
and the related statements of income and retained earnings and of cash flows for
the year then ended (not presented herein); and in our report dated August 25,
1995, we expressed an unqualified opinion on those financial statements. In our
opinion, the information set forth in the accompanying balance sheet as of June
30, 1995 is fairly stated, in all material respects, in relation to the balance
sheet from which it has been derived.
Deloitte & Touche LLP
May 8, 1996
SIGNATURES
----------
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
THE BERKSHIRE GAS COMPANY
-------------------------
Registrant
/s/ Michael J. Marrone
---------------------------
Michael J. Marrone
Vice President, Treasurer &
Chief Financial Officer
Dated: May 14, 1996