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, 1997 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
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The Berkshire Gas Company
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(Exact Name of Registrant as Specified in Its Charter)
Massachusetts 04-1731220
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(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
115 Cheshire Road, Pittsfield, MA 01201-1879
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(Address of Principal Executive Offices) (Zip Code)
(413) 442-1511
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(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
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___________________ _____________________
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, Par Value $2.50 Per Share
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(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, 1997 was $33,005,685. Total
shares of common stock of the Registrant outstanding as of July 31, 1997 were
2,221,606.
Documents Incorporated by Reference:
1. The Berkshire Gas Company's Annual Report to Shareholders for the fiscal
year ended June 30, 1997 (Items 5, 6, 7, and 8 of Part II).
2. The Berkshire Gas Company's definitive Proxy Statement, to be filed on
October 3, 1997, pursuant to Regulation 14A under the Securities and
Exchange Act of 1934 (Items 10, 11, 12 and 13 of Part III).
FORM 10-K
THE BERKSHIRE GAS COMPANY
PART I
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Table of Contents
Item Page
Number Number
------ ------
Business 1 3
Properties 2 12
Legal Proceedings 3 12
Submission of Matters to a Vote of Security Holders 4 12
Additional Items - 13
(Executive Officers of the Registrant)
PART II
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Market For Registrant's Common Equity and Related Stockholder
Matters 5 14
Selected Financial Data 6 14
Management's Discussion and Analysis of Financial Condition and
Results of Operations 7 14
Financial Statements and Supplementary Data 8 14
Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure 9 14
PART III
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Directors and Executive Officers of the Registrant 10 15
Executive Compensation 11 15
Security Ownership of Certain Beneficial Owners and Management 12 15
Certain Relationships and Related Transactions 13 15
PART IV
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Exhibits, Independent Auditors' Report on Supplemental Schedules,
Financial Statement Schedules, and Reports on Form 8-K 14 16
FORM 10-K
THE BERKSHIRE GAS COMPANY
PART I
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Item I. 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.
Cautionary Statement for Purposes of the "Safe Harbor"
Provisions of the Private Securities Litigation Reform Act
of 1995
This Annual Report contains forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995. Actual results could
differ materially from those contemplated by such statements. Such statements
reflect management's current views, are based on many assumptions and are
subject to risks and uncertainties.
Certain important factors which could cause such results to differ
include risks associated with the Company's maintaining contracts with specific
customers, government regulation, the increasingly competitive nature of the
markets in which the Company is engaged, and dependence on key personnel. These
factors are not intended to represent a complete list of the general or
specific risks that may affect the Company.
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, eastern New York and southern
Vermont. The Company currently serves over 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, 1997, 1996 and 1995, residential
consumers accounted for approximately 55%, 54% and 53%; commercial and
industrial consumers accounted for 40%, 42% and 44%; and transportation
consumers accounted for approximately 5%, 4% and 3% of operating revenues
respectively. Although transportation consumers account for a small percentage
of revenues, they account for approximately 37%, 19%, and 34% of pre-tax income
for fiscal years 1997, 1996 and 1995, respectively. Net income could be
impacted by the loss of one or more significant transportation consumers, who
are all under contracts.
The number of natural gas customers increased 1.2% in 1997 over 1996,
from 32,129 to 32,526, both in the residential heating class as well as
commercial and industrial classes. Total Mcf sold and transported increased
from 8,075,347 Mcf in 1996 to 8,079,811 in 1997, due to an increase in load
from the commercial and industrial segment. Total natural gas customers by
classification at June 30 in each of the previous five years were:
1997 1996 1995 1994 1993
------ ------ ------ ------ ------
Residential 28,321 28,073 27,894 27,524 27,199
Commercial & Industrial 4,205 4,056 4,031 3,921 3,854
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 primarily 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 competition among existing and new suppliers or marketers of
natural gas. As a result, the Company is subject to increasing competition from
others to sell natural gas or provide brokerage service to end-users to whom
the Company might otherwise have made sales or provided brokerage service.
Large volume end-users are initially most likely to be the primary target for
third parties seeking to make such sales. When third parties do, in fact,
provide a substantial volume of sales or brokerage service to end-users located
within the Company's service territory, the Company will provide the local
transportation across its distribution system for such third party sales. At
the current time, however, limited third party sales have occurred in the
Company's service territory. Similar opportunities exist for the Company to
market 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, 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. Current rates became effective January 1, 1994 through a
recalculation of a prior rate increase granted by the MDPU in March 1993. On
May 15, 1995, the Company filed with the MDPU a change in its Transportation
Terms and Conditions to coordinate its balancing and penalty practices with
pipeline standards. At the same time, the Company requested revisions to its
Interruptible Transportation Rate and its five Quasi-Firm Transportation Rates
to be consistent with these new Terms and Conditions. On June 28, 1996, the
MDPU approved the Company's revised Interruptible Transportation Rate and on
November 1, 1996, the proposed Terms and Conditions and Quasi-Firm
Transportation Rates became effective.
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 qualify for certain government entitlements. 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.
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. These rates include Interruptible Sales
Service whereby a customer is capable of either ceasing operations or switching
to an alternate fuel. 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
transportation and sales of natural gas is subject to the jurisdiction of FERC.
The Company is not under the 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 year ended June 30, 1997, 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 one site, the
investigative activities are continuing, while at the second site, the
investigative work is near completion and remedial alternatives are being
examined. It is difficult to predict the potential financial impact of required
remediation 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 2012, the level of expenditure for the sites will
range from $3,290,000 to $12,302,000. The Company has recorded the most likely
amount of $3,290,000 in accordance with 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, 1997, (which are not
included in the above estimate of future costs), were $819,000 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 153 employees, approximately 54% of whom are represented
by the United Steelworkers of America, AFL-CIO-CLC, under a contract which
remains in effect until March 31, 2000. Relations with employees are generally
satisfactory.
Gas Supply
In 1992, the FERC issued Order 636 which restructured interstate natural
gas pipeline services. 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.
During fiscal 1994, the Company completed its conversion of firm supply
contracts from its interstate pipeline supplier, Tennessee, to third party
suppliers as mandated by Order 636. The Company's purchases of natural gas
under contracts lasting more than one year are subject to the approval of the
MDPU.
The Company's portfolio of firm natural gas contracts consists of Aquila
Energy Marketing (2,683 Mcf/day); Boundary Gas (1,050 Mcf/day); Natural Gas
Clearinghouse ("NGC") "Cosmic" (2,682 Mcf/day) and NGC "636"(4,920 Mcf/day);
and Tenngasco Corporation("TC")(7,599 Mcf/day). The remaining terms of the
Company's gas supply contracts range from approximately four years to six
years.
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, the Company executed two contracts with Distrigas of
Massachusetts Corporation ("DOMAC") which entitled the Company to receive up to
5,409 Mcf per day of vaporized Liquified Natural Gas ("LNG"). These contracts
are renewable from year to year.
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,
8,459,574 Mcf; natural gas peaking service (Altresco), 307,000 Mcf; ("DOMAC")
1,920,995 Mcf; and Liquefied Petroleum Gas, 13,800 Mcf (daily capability).
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.
The Company has five Liquefied Petroleum Gas ("LPG") 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 1996-97 heating season was 44,734 Mcf,
which occurred on January 18, 1997, with an average temperature of 1 degree
Fahrenheit. During the fiscal year ended June 30, 1997, the Company purchased
an aggregate of 5,637,542 Mcf of interstate pipeline natural gas at an average
cost of $4.3635 per Mcf. The average cost in each of the three preceding years
ended June 30 was: 1996 - $3.7234; 1995 - $3.2820; and 1994 - $3.9725. The
composition of gas supply for customer requirements during the fiscal year
ended June 30, 1997, was:
99.9% natural gas and .1% LNG and LPG.
On December 29, 1994, Tennessee filed with the FERC a general rate
increase (Docket RP 95-112) seeking $181 million in additional jurisdictional
revenues. After five months' suspension, Tennessee's rate filing was put into
effect by the FERC subject to refund. From January through March 1996, the
parties held intensive rate settlement negotiations in which various rate and
operational tariff issues were discussed. On April 5, 1996, Tennessee filed a
Stipulation and Agreement which resolved all outstanding issues in the
proceeding. The Stipulation provided for:(a) a cost of service of $689
million;(b) settlement periods consisting of two phases, Phase I covering the
period July 1, 1995-October 31, 1996, and Phase II beginning November 1,
1996;(c) the reclassification of $80 million of fixed costs to the commodity
component beginning in Phase II; (d) reduced seasonalized fuel rates beginning
in Phase II; (e) Market Area Storage billing determinants equal to first day
deliverability and 9 MMDth of storage space inputted for system use, (f) a rate
case effective date moratorium until November 1, 1998; and (g) credits to
various customers on an annual basis for both Phase I and Phase II. On February
28, 1997, the FERC order approving the Stipulation and Agreement became final.
On March 28, 1997, the Company received a rate refund from Tennessee of
$1,814,455 which included principal amounts for the period July 1, 1995,
through February 28, 1997, and interest through March 27, 1997. This refund to
the Company was returned to its customers through the CGAC and effectively
reduced the cost of gas to the customers. On February 28, 1997, after several
years of arduous and difficult negotiations with its customers, Tennessee filed
a settlement offer to resolve the recovery of all its restructuring costs. On
April 16, 1997, the FERC approved the unopposed settlement offer which disposed
of 34 FERC dockets and some 39 appeals of FERC orders pending in the D.C.
circuit. The settlement established a cost sharing mechanism between Tennessee
and its customers. As a result of the order, Tennessee implemented a reduced
Gas Supply Realignment ("GSR") surcharge retroactively for the two-year period
of January 1, 1997, through December 31, 1998. On June 30, 1997, the Company
received a refund from Tennessee of $323,457 representing excess GSR surcharges
from January through March 1997. The refund was returned to Berkshire's
customers through the Company's CGAC. The GSR surcharges that remain to be
charged to Berkshire by Tennessee through December 1998 will not significantly
affect the Company's competitiveness. The GSR surcharges will be absorbed by
all of Berkshire's customer classes.
Item 2. Properties
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The Company has approximately 669 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 the interstate pipeline.
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
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With reference to the matters discussed 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.
The Company is also involved with other legal proceedings incidental to
its business. At the present time the Company cannot predict the outcomes of
these proceedings and also believes that the outcome will not have a material
adverse impact on its overall financial position or results of operations.
Item 4. Submission of Matters To A Vote Of Security Holders
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None.
Additional Items
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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, 1997. 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 as
or is to be elected as an officer.
Served in This
Name Title Capacity Since Age
- -------------- ----------------------------- -------------- ---
S.S. Robinson President and Chief Executive 10-28-87 57
Officer
M.J. Marrone Vice President, Treasurer 10-28-87 55
and Chief Financial Officer
L.H. Hotman Vice President of Supply, 10-16-91 54
Rates and Planning
D.P. Atwater Vice President of Customer 11-14-95 48
Services
R.M. Allessio Vice President of Marketing 11-14-95 47
and Distribution
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
D.P. Atwater Vice President of Customer Services; Director of Customer
Services, Manager of Distribution - Engineering
R.M. Allessio Vice President of Marketing and Distribution; Director of
Marketing and Distribution; Director of Engineering and
Distribution; Chief Engineer
PART II
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Item 5. Market For Registrant's Common Equity and Related Stockholder Matters
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The number of registered common shareholders of record of the Registrant
as of the close of business on July 31, 1997, was 1,902. The other information
required is contained in The Berkshire Gas Company's Annual Report to
Shareholders for the fiscal year ended June 30, 1997, ("Registrant's Annual
Report") on page 31, under the heading "Quarterly Financial Information". This
information is hereby incorporated by reference in this report.
Item 6. Selected Financial Data
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The information required is contained in Registrant's Annual Report on
pages 14 - 15, 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
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The information required is contained in Registrant's Annual Report on
pages 16 - 18, 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 19 - 31, in the financial statements of The Berkshire Gas Company for the
years ended June 30, 1997, 1996 and 1995, together with the related notes to
financial statements, 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
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None.
PART III
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Items 10, 11, 12 and 13
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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 from 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, Independent Auditors' Report on Supplemental Schedules,
Financial Statement Schedules and Reports on Form 8-K
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(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, 1997, and
are incorporated herein by reference.
Report of Independent Auditors.
Statements of Income for the years ended June 30, 1997, 1996 and 1995.
Balance Sheets, June 30, 1997, 1996 and 1995.
Statements of Shareholders' Equity, June 30, 1997, 1996 and 1995.
Statements of Cash Flows for the years ended June 30, 1997, 1996 and
1995.
Notes to Financial Statements.
Selected Quarterly Financial Data (unaudited) for the years ended June
30, 1997, 1996 and 1995.
2. Independent Auditors' Report on Supplemental Schedules
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FORM 10-K
THE BERKSHIRE GAS COMPANY
PART IV
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INDEPENDENT AUDITORS' REPORT ON SUPPLEMENTAL SCHEDULES
To the Shareholders of
The Berkshire Gas Company:
We have audited the accompanying balance sheets of The Berkshire Gas Company as
of June 30, 1997, 1996 and 1995, and for each of the three fiscal years in the
period ended June 30, 1997 and have issued our report thereon dated August 15,
1997; such financial statements and report are included in The Berkshire Gas
Company's 1997 Annual Report to Shareholders and are incorporated herein by
reference. Our audits also included the financial statement schedules of The
Berkshire Gas Company, listed in item 14. These financial statement schedules
are the responsibility of The Berkshire Gas Company's management. Our
responsibility is to express an opinion based on our audits. In our opinion,
such financial statements schedules, when considered in relation to the basic
financial statements, taken as a whole, present fairly in all material respects
the information set forth therein.
/s/ DELOITTE & TOUCHE LLP
Deloitte & Touche LLP
August 15, 1997
3. 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.
4. 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 26, 1997 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/ FRANKLIN M. HUNDLEY Director August 26, 1997
Franklin M. Hundley
Chairman of the Board
/s/ SCOTT S. ROBINSON Principal Executive August 26, 1997
Scott S. Robinson Officer; Director
President and Chief
Executive Officer
/s/ MICHAEL J. MARRONE Principal Financial August 26, 1997
Michael J. Marrone & Accounting Officer
Vice President, Treasurer
and Chief Financial Officer
/s/ GEORGE R. BALDWIN Director August 26, 1997
George R. Baldwin
/s/ JOHN W. BOND Director August 26, 1997
John W. Bond
/s/ PAUL L. GIOIA Director August 26, 1997
Paul L. Gioia
/s/ JAMES R. KEYS Director August 26, 1997
James R. Keys
/s/ ROBERT B. TRASK Director August 26, 1997
Robert B. Trask
THE BERKSHIRE GAS COMPANY
FINANCIAL STATEMENT SCHEDULES
and
EXHIBITS
Filed With
ANNUAL REPORT ON FORM 10-K
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. 33-83828, and is incorporated herein by
reference thereto.
4(cc) Amendment to the Company's Charter, dated September 10, 1996. Filed
as part of Exhibit 3(i) to the Company's form 10-Q for the fiscal
quarter ended December 13, 1996. File No. 0-1857-3, and
incorporated herein by reference.
4(dd) Senior Note Agreement, dated November 1, 1996, between the Company
and First Colony Life Insurance Company. Filed as Exhibit 4 to the
Company's form 10-Q for the fiscal quarter ended December 31, 1996.
File No. 0-1857-3, and incorporated herein by reference.
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-yea r 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 Company Registration 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. 33-83828, 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. 33-83828, 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, 1997.
27(a) Financial Data Schedule
Filed Herewith:
Financial Data Schedule for the fiscal year ended June 30, 1997.