1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(X) QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE PERIOD ENDED DECEMBER 31, 1994
Commission file number 1-7479
_________________
BAY STATE GAS COMPANY
(Exact name of registrant as specified in its charter)
Massachusetts 04-2548120
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
300 Friberg Parkway, Westborough, Massachusetts 01581-5039 (508/836-7000)
(Address and telephone number of principal executive offices)
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 the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
Class Outstanding at January 31, 1995
----- -------------------------------
Common Stock, $3.33 1/3 par value 13,338,294 Shares
2
TABLE OF CONTENTS
Page
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Statements of Earnings - Three months and
twelve months ended December 31, 1994 and 1993 3
Consolidated Balance Sheets at December 31, 1994, 1993
and September 30, 1994 4
Consolidated Statements of Capitalization at December 31,
1994, 1993 and September 30, 1994 5
Consolidated Statements of Cash Flows - Three months and
twelve months ended December 31, 1994 and 1993 6
Notes to Consolidated Financial Statements 7
Independent Auditors' Report 9
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 10
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 12
Item 2. Changes in Securities 12
Item 3. Defaults Upon Senior Securities 12
Item 4. Submission of Matters to a Vote of Security Holders 12
Item 5. Other Information 13
Item 6. Exhibits and Reports on Form 8-K 13
SIGNATURES 14
3
PART 1. FINANCIAL INFORMATION
Item 1. Financial Statements
BAY STATE GAS COMPANY
Consolidated Statements of Earnings
(Unaudited, in thousands, except per share amounts)
Three months ended Twelve months ended
December 31, December 31,
1994 1993 1994 1993
- ------------------------------------------------------------------------------------------------
Gas revenues $ 113,014 $ 133,816 $ 420,099 $ 405,123
Cost of gas sold 66,580 83,031 260,449 247,406
- ------------------------------------------------------------------------------------------------
Net gas revenues 46,434 50,785 159,650 157,717
- ------------------------------------------------------------------------------------------------
Transportation revenues 1,002 626 2,909 1,085
Other operating revenues 1,586 1,695 7,676 7,366
- ------------------------------------------------------------------------------------------------
Total net operating revenues 49,022 53,106 170,235 166,168
Operating expenses:
Operations 17,151 18,583 75,025 77,157
Maintenance 2,015 1,967 8,324 7,955
Depreciation and amortization 6,263 5,957 23,781 22,268
Federal and state taxes on income 6,635 8,114 14,185 13,996
Other taxes, principally property taxes 2,642 2,534 11,205 10,193
- ------------------------------------------------------------------------------------------------
Total operating expenses 34,706 37,155 132,520 131,569
- ------------------------------------------------------------------------------------------------
Operating income 14,316 15,951 37,715 34,599
Other income (expense), net of taxes 37 (493) 612 172
- ------------------------------------------------------------------------------------------------
Income before interest expense 14,353 15,458 38,327 34,771
- ------------------------------------------------------------------------------------------------
Interest expense:
Long-term debt 3,761 3,615 14,544 12,987
Other 115 45 619 515
- ------------------------------------------------------------------------------------------------
Total interest expense 3,876 3,660 15,163 13,502
- ------------------------------------------------------------------------------------------------
Net income 10,477 11,798 23,164 21,269
Dividend requirements on preferred stock 76 78 308 312
- ------------------------------------------------------------------------------------------------
Earnings applicable to common stock $ 10,401 $ 11,720 $ 22,856 $ 20,957
================================================================================================
Average number of shares outstanding 13,330 12,937 13,184 12,810
================================================================================================
Earnings per average common share $ 0.78 $ 0.91 $ 1.73 $ 1.64
================================================================================================
Dividends declared per common share $ 0.365 $ 0.355 $ 1.45 $ 1.41
================================================================================================
The accompanying notes are an integral part of these statements.
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BAY STATE GAS COMPANY
Consolidated Balance Sheets
(In thousands)
December 31, September 30,
1994 1993 1994
- ------------------------------------------------------------------------------------------------------------
(Unaudited) (Audited)
ASSETS
Utility plant, at cost $ 642,155 $ 590,471 $ 627,131
Accumulated depreciation and amortization 166,978 145,319 163,023
- ------------------------------------------------------------------------------------------------------------
Net utility plant 475,177 445,152 464,108
- ------------------------------------------------------------------------------------------------------------
Other property and investments, at cost 13,275 13,037 12,721
- ------------------------------------------------------------------------------------------------------------
Current assets:
Cash and temporary cash investments 4,220 2,318 3,980
Accounts receivable, less allowances of $4,559 , $4,364
and $5,072 46,589 56,541 25,490
Unbilled revenues 9,953 11,386 3,661
Deferred gas costs 11,222 23,404 7,468
Prepaid and deferred income taxes 2,966 703 9,097
Inventories, at average cost 23,730 25,727 24,451
Prepaid benefit plans and other 26,747 16,009 28,202
- ------------------------------------------------------------------------------------------------------------
Total current assets 125,427 136,088 102,349
- ------------------------------------------------------------------------------------------------------------
Deferred debits :
Income taxes 15,792 14,780 14,751
Other 25,850 20,536 26,799
- ------------------------------------------------------------------------------------------------------------
$ 655,521 $ 629,593 $ 620,728
============================================================================================================
CAPITALIZATION AND LIABILITIES
Capitalization (see accompanying statements) :
Common stock equity $ 222,018 $ 209,664 $ 215,389
Preferred stock equity 5,293 5,392 5,293
Long-term debt, net 193,000 186,000 191,000
- ------------------------------------------------------------------------------------------------------------
Total capitalization 420,311 401,056 411,682
- ------------------------------------------------------------------------------------------------------------
Commitments and contingencies (note 3) -- -- --
Current liabilities:
Short-term debt 53,625 61,000 37,750
Current maturities of long-term debt -- 4,000 --
Accounts payable 34,646 39,666 26,734
Fuel purchase commitments 20,500 21,984 20,820
Refunds due customers 13,653 2,518 10,509
Taxes accrued 9,236 5,296 11,588
Other 9,913 10,454 7,905
- ------------------------------------------------------------------------------------------------------------
Total current liabilities 141,573 144,918 115,306
- ------------------------------------------------------------------------------------------------------------
Deferred credits:
Deferred income taxes 70,216 64,976 69,198
Other 23,421 18,643 24,542
- ------------------------------------------------------------------------------------------------------------
$ 655,521 $ 629,593 $ 620,728
============================================================================================================
The accompanying notes are an integral part of these statements.
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BAY STATE GAS COMPANY
Consolidated Statements of Capitalization
(In thousands)
December 31, September 30,
1994 1993 1994
- ---------------------------------------------------------------------------------------------------------
(Unaudited) (Audited)
Common stock equity:
Common Stock, $3.33 1/3 par value, authorized 36,000,000
shares; 13,337,794, 12,979,574 and 13,290,491 shares
outstanding $ 44,459 $ 43,265 $ 44,302
Paid-in capital 100,083 92,860 99,145
Retained earnings 77,476 73,539 71,942
- ---------------------------------------------------------------------------------------------------------
Total common stock equity 222,018 209,664 215,389
- ---------------------------------------------------------------------------------------------------------
Cumulative preferred stock:
Non-redeemable cumulative preferred stock 2,572 2,572 2,572
Redeemable cumulative preferred stock 2,721 2,820 2,721
- ---------------------------------------------------------------------------------------------------------
Total cumulative preferred stock 5,293 5,392 5,293
- ---------------------------------------------------------------------------------------------------------
Long term debt:
Revolving credit agreement 20,000 13,000 18,000
Notes 173,000 177,000 173,000
- ---------------------------------------------------------------------------------------------------------
Total long-term debt 193,000 190,000 191,000
Less current maturities -- 4,000 --
- ---------------------------------------------------------------------------------------------------------
Long-term debt, net 193,000 186,000 191,000
- ---------------------------------------------------------------------------------------------------------
Total capitalization $ 420,311 $ 401,056 411,682
=========================================================================================================
The accompanying notes are an integral part of these statements.
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BAY STATE GAS COMPANY
Consolidated Statements of Cash Flows
(Unaudited, in thousands)
Three months ended Twelve months ended
December 31, December 31,
1994 1993 1994 1993
- -------------------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 10,477 $ 11,798 $ 23,164 $ 21,269
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation and amortization 6,263 5,957 23,781 22,268
Deferred income taxes 3,872 13,397 9,598 15,156
Changes in operating assets and liabilities:
Accounts receivable (21,099) (32,395) 9,952 (6,660)
Inventories 721 3,779 1,997 (4,596)
Accounts payable 7,912 12,467 (5,020) (2,566)
Fuel purchase commitments (320) 38 (1,484) 4,257
Taxes accrued (4,461) 3,417 (1,457) 3,715
Refunds due customers 3,144 2,231 11,135 227
Deferred gas costs (3,754) (9,000) 12,182 (11,243)
Prepaid benefit plans and other 1,455 1,749 (10,738) (6,736)
Prepaid and deferred income taxes 5,993 4,110 (2,314) 666
Unbilled revenues (6,292) (7,616) 1,433 440
Other 819 (13,013) 830 (12,554)
- -------------------------------------------------------------------------------------------------------------------------------
Net cash provided by (used in) operating activities 4,730 (3,081) 73,059 23,643
- -------------------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to utility plant (excluding AFUDC) (17,933) (13,846) (54,033) (45,114)
Additions to other property and investments (582) (352) (1,649) (868)
MASSPOWER investment -- -- -- (4,200)
- -------------------------------------------------------------------------------------------------------------------------------
Net cash used in investing activities (18,515) (14,198) (55,682) (50,182)
- -------------------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of common stock 1,095 2,445 8,417 9,439
Dividends on common stock (4,869) (4,589) (19,110) (18,054)
Dividends on preferred stock (76) (78) (308) (312)
Issuance of long-term debt 2,000 10,000 17,000 63,000
Retirements of preferred stock and long-term debt -- -- (14,099) (38,835)
Short-term debt 15,875 10,550 (7,375) 9,650
- -------------------------------------------------------------------------------------------------------------------------------
Net cash provided by (used in) financing activities 14,025 18,328 (15,475) 24,888
- -------------------------------------------------------------------------------------------------------------------------------
NET INCREASE (DECREASE) IN CASH AND TEMPORARY CASH
INVESTMENTS 240 1,049 1,902 (1,651)
Cash and temporary cash investments at beginning of
period 3,980 1,269 2,318 3,969
- -------------------------------------------------------------------------------------------------------------------------------
Cash and temporary cash investments at end of period $ 4,220 $ 2,318 $ 4,220 $ 2,318
===============================================================================================================================
Supplemental cash flow information:
Cash paid during the year for:
Interest (net amount capitalized) $ 4,952 $ 4,931 $ 15,533 $ 12,421
===============================================================================================================================
Income taxes $ 1,046 $ 967 $ 9,105 $ 8,691
===============================================================================================================================
The accompanying notes are an integral part of these statements.
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Notes to Consolidated Financial Statements
December 31, 1994 and 1993
(Unaudited)
NOTE 1 - ACCOUNTING POLICY
The accompanying consolidated financial statements have been prepared in
accordance with the instructions for Form 10-Q and, therefore, do not
include all information and footnotes required by generally accepted accounting
principles. In the opinion of management, the consolidated financial
statements contain all adjustments (consisting only of normal recurring
accruals) necessary to present fairly the Company's financial position, results
of operations and cash flows for all periods shown. Certain information in the
prior period financial statements has been reclassified to conform with the
current period's presentation. It is suggested that these financial statements
and accompanying notes be read in conjunction with the financial statements and
the notes included in the Company's annual report to shareholders for the year
ended September 30, 1994.
Because of the seasonal nature of the Company's business, the results of
operations for the three months ended December 31, 1994 and 1993 are not
necessarily indicative of the results for the full fiscal year.
NOTE 2 - REGULATORY MATTERS
Granite State Gas Transmission, Inc. ("Granite"), a wholly owned subsidiary of
the Company, reached a settlement with the Federal Energy Regulatory
Commission ("FERC") staff for a $1.1 million increase in annual revenues, and
expects final approval from the FERC within the next few months. Granite began
billing higher rates November 1, 1994.
In response to the competitive environment created by FERC Order 636, the
Company is planning to file a revenue-neutral rate restructuring with the
Massachusetts Department of Public Utilities in April 1995. The goal of this
restructuring is to ensure that the Company maintains its competitive position
in a deregulated arena, retain and expand its customer base and to keep its
customers' gas cost low.
NOTE 3 - COMMITMENTS AND CONTINGENCIES
Environmental Issues
The Company, like other companies in the natural gas industry, is a party to
governmental actions associated with former gas manufacturing sites.
Management estimates that, exclusive of insurance recoveries, if any,
expenditures to remediate and monitor known environmental sites will range from
$3.0 million to $8.0 million. Accordingly, the Company has accrued $3.0
million with an offsetting charge to a regulatory asset. Environmental
expenditures for the quarters ended December 31, 1994 and 1993 were $169,000
and $12,000, respectively. Exclusive of amounts accrued for future
expenditures, at December 31, 1994 and 1993, approximately $3.2 million and
$3.4 million of environmental expenditures had been deferred for future
recovery from customers.
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Notes to Consolidated Financial Statements
December 31, 1994 and 1993
(Unaudited)
NOTE 4 - RATIO OF EARNINGS TO FIXED CHARGES
The ratio of earnings to fixed charges for the twelve months ended December
31, 1994, and for the years ended September 30 are set forth below.
Prior period ratios have been recalculated to conform with current period's
presentation.
December Year ended September 30,
---------------------------------------------------------------------------------
(In thousands) 1994 1994 1993 1992 1991 1990
------------------------------------------------------------------------------------------
Earnings:
Net income $ 23,164 $ 24,485 $ 22,807 $ 18,363 $ 15,817 $ 20,185
Adjustments:
Income taxes 14,572 15,642 13,726 11,250 8,733 11,037
Fixed charges (see below) 17,471 17,149 15,895 15,170 14,832 13,720
------------------------------------------------------------------------------------------
Total adjusted earnings $ 55,207 $ 57,276 $ 52,428 $ 44,783 $ 39,382 $ 44,942
Fixed charges:
Total interest expense $ 15,337 $ 15,095 $ 13,599 $ 13,073 $ 12,253 $ 11,430
Interest component of rents 2,134 2,054 2,296 2,097 2,579 2,290
------------------------------------------------------------------------------------------
Total fixed charges $ 17,471 $ 17,149 $ 15,895 $ 15,170 $ 14,832 $ 13,720
==========================================================================================
Ratio of earnings to fixed charges 3.16 3.34 3.30 2.95 2.66 3.28
==========================================================================================
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Independent Auditors' Report
----------------------------
THE BOARD OF DIRECTORS
BAY STATE GAS COMPANY:
We have reviewed of the consolidated balance sheets and statements of
capitalization of Bay State Gas Company and subsidiaries as of December 31,
1994 and 1993, and the related consolidated statements of earnings and cash
flows for the three months and twelve months then ended. These consolidated
financial statements are the responsibility of the Company's management.
We have conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of the
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 taken as 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 the consolidated financial statements referred to above for them to
be in conformity with generally accepted accounting principles.
We have previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheet and statement of capitalization of
Bay State Gas Company and subsidiaries as of September 30, 1994, and the
related consolidated statements of earnings and cash flows for the year then
ended not presented herein; and, in our report dated October 20, 1994, we
expressed an unqualified opinion on those consolidated financial statements.
KPMG PEAT MARWICK LLP
Boston, Massachusetts
January 24, 1995
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Item 2. Management's Discussion and Analysis of Financial
- ----------------------------------------------------------
Condition and Results of Operations
-----------------------------------
RESULTS OF OPERATIONS
Earnings and dividends
- ----------------------
For the three months ended December 31, 1994, operating revenues were $115.6
million, down from $136.1 million in the prior year, while earnings per
average common share were $.78 versus $.91 a year earlier. Earnings per share
decreased primarily due to weather that was 12.5% warmer than the year-earlier
period offset by reduced operating and maintenance expenses and improved
operating results from an investment in MASSPOWER, a cogeneration facility.
For the twelve-month period ended December 31, 1994, earnings per average
common share were $1.73 compared to $1.64 for the same period last year.
This increase in earnings was predominantly the result of higher net
operating revenues combined with income from an investment in MASSPOWER.
During the twelve months ended December 31, 1993, the Company experienced a
loss on this investment.
Dividends declared per common share were $.365 for the three-month period
ended December 31, 1994, compared to $.355 for the same period last year.
This quarterly dividend represents an annualized dividend rate of $1.46
per common share, up 3% from the $1.42 annualized dividend last year. For the
twelve-month period ended December 31, 1994, dividends declared were $1.45,
compared to $1.41 for the same period in the prior year.
Net gas revenues
- ----------------
Primarily as a result of warmer weather, net gas revenues for the quarter are
down 8.6% from one year ago. For the three months ended December 1994, the
weather was 12.1% warmer than normal and 12.5% warmer than the comparative
quarter ended December 1993.
For the twelve-month period ended December 31, 1994, net gas revenues increased
by $1.9 million compared to the same period last year, primarily due to the
addition of 5,600 new firm customers. During both twelve-month periods, the
variance in the weather fromnormal was less than 1%.
Transportation revenues
- -----------------------
Transportation revenues increased 60% from the comparative three-month period.
For the three months ended December 31, 1993, transportation volumes consisted
solely of capacity demand charges for MASSPOWER. Transportation revenues for
the three months ended December 31, 1994, include similar charges to MASSPOWER,
as well as revenues generated from transporting natural gas for transportation
customers.
For the twelve months ended December 31, 1994, transportation revenues more
than doubled to $2.9 million from $1.1 million in the prior twelve-month
period. During this twelve-month period, the Company converted eighteen
industrial customers from full-service to transportation. The Company
received a comparable net margin by providing transportation service as it did
from the traditional sales function. 1993 transportation revenues reflect
only capacity demand charges for MASSPOWER for a portion of the year.
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Operating expenses
- ------------------
Total operating expenses, excluding federal and state taxes on income,
for the three months ended December 31, 1994 were $28.1 million compared to
$29.0 million for the same period last year. These expenses for the
twelve-month period ended December 31, 1994 were $118.3 million compared to
$117.6 million for the prior twelve months. The decreases in both the three-
and twelve-month periods are attributable to reductions in operating and
maintenance expenses offset by increases in depreciation expense and other
taxes. The $1.4 million decrease in operating and maintenance expense for the
three- month period is the result of lower bad debt, insurance and benefits
expenses. In December of 1993, the Company recorded an accrual to benefits
expense for an employee severance plan associated with the Company's corporate
realignment process.
Interest expense and dividend requirements on preferred stock
- -------------------------------------------------------------
Interest expense for the three-month period ended December 31, 1994 was
$3.9 million compared to $3.7 million for the same period last year. For the
twelve months ended December 31, 1994 , interest expense was $15.1 million
compared to $13.5 million for the previous twelve months. The primary reasons
for the increases were higher average levels of short- and long-term debt
outstanding during both the three- and twelve-month periods and higher
short-term interest rates.
Dividend requirements on preferred stock were relatively flat for the
comparative periods.
LIQUIDITY AND CAPITAL RESOURCES
The seasonal nature of the gas distribution business creates large short-term
working capital requirements to finance customers accounts receivable and
deferred gas costs, as well as construction expenditures. Short-term funds
are obtained from the issuance of commercial paper, traditional bank lines of
credit and demand loans under Fuel Purchase Agreements.
Cash flows from operating activities continued to be strong for the first
quarter of fiscal 1995, contributing to strong cash flows for the twelve-
month period ended December 31, 1994. The Company generated $49.4 million more
from operating activities in the twelve months ended December 31, 1994 than in
the prior twelve-month period. This additional cash flow was generated from a
combination of increased net income of $1.9 million and increased depreciation
expense of $1.5 million combined with changes in operating assets and
liabilities. Lower accounts receivable and deferred gas costs balances
provided $40.0 million of the additional cash.
Capital expenditures increased by $4.3 million for the three-month
period and $5.5 million for the twelve-month period ended December 31, 1994,
as compared to the year before. The warmer weather during the first three
months of fiscal 1995 enabled the Company to complete more capital additions
during this period than would have been the case given normal weather
conditions. Despite this increased spending in the first quarter, the Company
is reviewing its capital expenditure policies with the goal of reducing capital
expenditures for fiscal 1995 to be below its original estimate of $54.0
million.
The strong cash flows from operations has enabled the Company to keep
new debt financing to a minimum. Cash provided by financing activities has
decreased $4.3 million, and $40.4 million for the comparative three- and
twelve-month periods. Total short- and long-term debt balance decreased $4.4
million since December 31, 1993. The Dividend Reinvestment Plan was converted
to an open- market purchase plan during the first quarter of fiscal 1995,
eliminating new equity issuances under this plan. Unless employees exercise
stock options, the Company does not plan to issue any new equity in the coming
year.
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PART II. OTHER INFORMATION
- ---------------------------
Item 1. Legal Proceedings
- --------------------------
There were no material legal proceedings instituted in the first
quarter of 1995, and there were no material developments during the
quarter in legal proceedings disclosed in previous filings.
Item 2. Changes in Securities
- -----------------------------
None.
Item 3. Defaults Upon Senior Securities
- ---------------------------------------
None.
Item 4. Submission of Matters to a Vote of Security Holders
- -----------------------------------------------------------
On December 8, 1994, a notice of the annual meeting of common
shareholders, a proxy and a proxy statement were sent to shareholders.
At the annual meeting held on January 26, 1995, shareholders approved
the following items:
1. To amend the Company's Articles of Organization to eliminate
the provision relative to the size of the Board of Directors.
Votes for: 9,861,896
Votes against or withheld: 1,455,971
Abstentions: 247,278
Broker non-votes: None
2. To elect the following two directors for terms of three years
expiring at the annual meeting of shareholders in 1998:
Nominee Walter C. Ivancevic Jack E. McGregor
Votes for: 11,068,103 11,129,657
Votes against or withheld: 497,042 435,488
Abstentions: None None
Broker non-votes: None None
Directors with continuing terms of office are as follows:
Lawrence J. Finnegan, Douglas W. Hawes, John H. Larson,
Daniel J. Murphy III, George W. Sarney, Thomas W. Sherman,
Charles H. Tenney II, and Roger A. Young.
Page 12
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3. To amend the Company's Articles of Organization to clarify the
range of business activities which the Company may pursue.
Votes for: 11,029,753
Votes against or withheld: 293,649
Abstentions: 241,743
Broker non-votes: None
4. To ratify the Key Employee Long-Term Incentive Plan.
Votes for: 9,482,351
Votes against or withheld: 1,745,711
Abstentions: 337,083
Broker non-votes: None
Item 5. Other Information
- --------------------------
None.
Item 6. Exhibits and Reports on
- --------------------------------
(a) Exhibits:
3 (i). Articles of incorporation
3 (ii) By-laws
15. Consent of KPMG Peat Marwick LLP re: Registration
Statement No. 33-57702
27. Financial Data Schedule
(b) Reports on Form 8-K
The Company did not file any reports on Form 8-K during the
quarter ended December 31, 1994.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
BAY STATE GAS COMPANY
(Registrant)
By: /s/ Thomas W. Sherman
------------------------------------
Thomas W. Sherman
Executive Vice President and Chief
Financial and Accounting Officer
By: /s/ Stephen J. Curran
------------------------------------
Stephen J. Curran
Controller
Date: February 9, 1995
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