-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, fz9Tj24T3azMIl5gdoNDqm25efopiJ9mQt7oGoP4KFaLQV3KRTPjQy9afEYVAB3P P7yNJcLIzMUHSj7uURq2hw== 0000014525-95-000023.txt : 199507030000014525-95-000023.hdr.sgml : 19950703 ACCESSION NUMBER: 0000014525-95-000023 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19941231 FILED AS OF DATE: 19950630 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: BROOKLYN UNION GAS CO CENTRAL INDEX KEY: 0000014525 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS DISTRIBUTION [4924] IRS NUMBER: 110584613 STATE OF INCORPORATION: NY FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-00722 FILM NUMBER: 95551318 BUSINESS ADDRESS: STREET 1: ONE METROTEC CENTER CITY: BROOKLYN STATE: NY ZIP: 11201 BUSINESS PHONE: 7184032000 MAIL ADDRESS: STREET 1: ONE METROTEC CENTER CITY: BROOKLYN STATE: NY ZIP: 11201 11-K 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 _______________________________ FORM 11-K _______________________________ (Mark One) X Annual Report Pursuant to Section 15 (d) of the Securities Exchange Act of 1934 (Fee Required) for the fiscal year ended December 31, 1994 or ___ Transition Report Pursuant to Section 15 (d) of the Securities Exchange Act of 1934 (No Fee Required) for the transition period from ______ to _______. ____________________________________ Commission File No. 1-722 ___________________________________ THE BROOKLYN UNION GAS COMPANY EMPLOYEE SAVINGS PLANS FOR NON-BARGAINING EMPLOYEES, LOCAL 101 BARGAINING EMPLOYEES AND LOCAL 3 BARGAINING EMPLOYEES THE BROOKLYN UNION GAS COMPANY ONE METROTECH CENTER BROOKLYN, NEW YORK 11201-3631 THE BROOKLYN UNION GAS COMPANY EMPLOYEE SAVINGS PLANS FOR NON-BARGAINING EMPLOYEES, LOCAL 101 BARGAINING EMPLOYEES AND LOCAL 3 BARGAINING EMPLOYEES FINANCIAL STATEMENTS AS OF DECEMBER 31, 1994 AND 1993 TOGETHER WITH AUDITORS' REPORTS THE BROOKLYN UNION GAS COMPANY EMPLOYEE SAVINGS PLANS FOR NON-BARGAINING EMPLOYEES, LOCAL 101 BARGAINING EMPLOYEES AND LOCAL 3 BARGAINING EMPLOYEES NOTES TO FINANCIAL STATEMENTS AND SCHEDULES DECEMBER 31, 1994 AND 1993 Note (1)-Description of Plans (a) General The following description of The Brooklyn Union Gas Company (the "Company") Employee Savings Plans provides only general information. The financial statements included herein reflect the combined and individual statements of the Brooklyn Union Gas Company Employee Savings Plans for Non-Bargaining Employees, Local 3 Bargaining Employees and Local 101 Bargaining Employees (collectively referred to herein as the "Plans"). Participants should refer to the Summary Plan Descriptions for a more complete discussion of the Plans' provisions. The Plans were approved by the shareholders of the Company at the annual meeting of shareholders on February 3, 1983. The Plans provide for eligible employees of the Company and its wholly-owned subsidiaries to become participants ("Members") of the Plans with an opportunity to acquire shares of the Company's Common Stock ($.33 1/3 par value) ("Company Common Stock") of up to a 10% discount and a mechanism through which they can save and invest part of their income on a tax deferred basis. In addition to Company Common Stock, Members may invest in other investment options (collectively, the "Funds"). The Plans were established pursuant to Sections 401(a) and 401(k) of the Internal Revenue Code of 1954, as amended (the "Code") and provide for salary reduction contributions under Section 401(k) of the Code. In general, plans established pursuant to Section 401(k) of the Code permit eligible employees to defer current Federal and, subject to applicable laws, state and local income taxes on the portion of their compensation contributed to the Plans. The amounts so elected by Members are contributed to the Plans by the Company through payroll deductions. The Plans are defined contribution plans and are subject to Title I of the Employee Retirement Income Security Act of 1974 ("ERISA") but not Title IV because they are "individual account plans". (1) Every non-bargaining employee of the Company is eligible to become a participant in the applicable Plan when he or she has completed 90 days of service. Every bargaining employee is represented by a labor organization which negotiates provisions for participation as contained in the applicable labor agreements, and eligibility is attained after one year of service. (b) Termination of the Plans Although it has not expressed any intent to do so, the Board of Directors may terminate the Plans or completely discontinue contributions under the Plans for any reason at any time. In the case of termination of the Plans, the total amount in each affected Member's account would be distributed to the Member. (c) Contributions Under the Plans Company Contributions Brooklyn Union employees are eligible to receive up to a 10% discount towards the purchase of Company Common Stock. In October 1993, Members began to receive additional contributions on money invested in the Company Common Stock Fund as follows: for all non- bargaining employees, the Company will match 50% of the first 3% of employees' compensation to the Company Common Stock Fund, and for all bargaining employees, the Company will match one-third of the first $14.40 per week of employees' contributions to the Company Common Stock Fund. Additionally, the up to 10% purchase discount applies to all shares purchased through this match. Employee Contributions Deferred Salary Contributions: All Members of the Plans may elect to have their compensation reduced by not less than 1% and no more than 15% (in multiples of 1%), not to exceed the limitation imposed by Section 402(g) of the Code, and contributed to the applicable Plan on the Members' behalf by the Company ("Deferred Salary Contributions"). Deferred Salary Contributions reduce the amount of the Members' salary subject to current Federal income tax and, subject to applicable laws, state and local income taxes. Such contributions are subject to Social Security taxes. Rollover Contributions: If a Member of a Plan receives a lump sum distribution from a qualified pension, savings or profit sharing plan of a previous employer, a "rollover" contribution by the Member of the taxable amount of the lump sum distribution may be made to the applicable Plan. (2) All contributions under the Plan are held in a trust fund with trustees who are appointed by the Board of Directors and are Members of the Employee Savings Plan Committee (the "Committee"). The Plans make available the funds in which Members may invest. Such funds may be changed from time to time through the addition or deletion of one or more investment options. All contributions made to Members' accounts are fully and immediately vested in the applicable Plan. (d) Loans to Members The Plans permit Members to borrow from the Plan, subject to the approval by the Committee under uniform rules and regulations. The amounts which may be borrowed depend on the value of the Members' accounts. The Members' accounts serve as collateral for the loans and Members are charged interest at the prime rate at the beginning of the calendar quarter plus one percentage point. (e) Amendments to the Plans Effective January 1, 1995, the Trustee elected to outsource the recordkeeping to Coopers & Lybrand LLP, Parsippany, NJ Additionally the following changes were made: The waiting period between loans was eliminated. All loans are transacted by telephone. Loans are liquidated pro rata from participant account holdings. The number and frequency of transfers are unlimited between funds. The Brooklyn Union Common Stock Fund now contains both Brooklyn Union Stock and a small portion of cash (approximately 3%). Previously the fund was entirely in Brooklyn Union Common Stock. All Hardship Withdrawals are approved by the Manager, Financial Management, of the Company. (f) Trustees Robert R. Wieczorek, Wallace P. Parker, and Lenore F. Puleo, members of the Committee, act as trustees (the "Trustees") under the Plans to receive and hold Company Common Stock and the investment of contributions in the other funds as described herein and in the Plans. Pursuant to a trust document executed by the Trustees, the Trustees are subject to the same fiduciary responsibility to the Plans' Members as an independent trustee. The Company Common Stock is held by the Trustees in a nominee name, ESP Co. One of the Plans' two available guaranteed investment contract (GIC) funds is held by Metropolitan Life Insurance Company of New York and the other by the Vanguard Group, a "Mutual Funds Company." (3) (g) Investment Exceeding 5% of Net Assets As of December 31, 1994 and 1993, all securities held by the Brooklyn Union Gas Company Employee Savings Plan for Non-Bargaining Employees, Local 101 Bargaining Employees and Local 3 Bargaining Employees are in excess of 5% of net assets for each of the Plans. (h) Forfeitures Forfeitures are used to reduce employer contributions. Note (2)-Summary of Significant Accounting Policies (a) General The financial statements have been prepared on the accrual basis of accounting and investments in securities reflect market or redemption values, as appropriate. Market values are determined based on published quotations. The values of guaranteed investment contracts are reported on the financial statements at contract value. Market appreciation (depreciation) on securities is realized when the investments are sold. The realized and unrealized appreciation and depreciation calculation methodology is based on the revalued cost of assets instead of historical cost. The revalued cost is the market value of an asset at the beginning of the Plan year or at the time of purchase during the year. Interest and dividends on investments are accrued by the Plan when earned and credited to the Members' accounts upon receipt. (b) Investment of Funds At the direction of the Members, Plan assets are invested in Company Common Stock, The Metropolitan Life Insurance Guaranteed Investment Contract and/or one or more of eight other funds from the Vanguard Group, namely: Vanguard Fixed Income Securities Fund - - Short-Term Portfolio, Windsor Fund, Vanguard Money Market Trust Fund - Federal Portfolio, Vanguard Money Market Trust Fund - Prime Portfolio, The Vanguard Investment Contract Trust, Wellington Fund, Explorer Fund and The Wellesley Income Fund. The Vanguard Group is jointly owned by associated members of investment funds. The Vanguard Group furnishes, at cost, corporate management, administrative and shareholder accounting services to the member funds (the "Group"). Vanguard Group also provides all marketing and distribution services to the open-end funds in the Group pursuant to an order issued by the Securities and Exchange Commission on February 25, 1981. Each fund in the Group bears a share of the net costs of operations which are allocated among members of the Group. (4) (c) Administrative Expenses All expenses for the administration of the Plans are paid by the Company. Note (3)-Tax Considerations Upon origination of the Plans, the Company received determination letters in which the Internal Revenue Service ("IRS") stated that the Plans, as then designed, were in compliance with Section 401(a) and Section 401(k) of the Code. The Plans have been amended since receiving the determination letters. The Company believes the Plans are currently designed and being operated in compliance with the applicable requirements of the Code. Therefore, they believe the Plans are qualified and that the related trust continues to be tax-exempt as of December 31, 1994. (5) REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Employee Savings Plan Committee of The Brooklyn Union Gas Company Employee Savings Plan for Local 3 Bargaining Employees: We have audited the accompanying statements of net assets available for benefits of The Brooklyn Union Gas Company Employee Savings Plan for Local 3 Bargaining Employees (the "Plan") as of December 31, 1994 and 1993, and the related statement of changes in net assets available for benefits for the year ended December 31, 1994. These financial statements and schedules referred to below are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements and schedules based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 1994 and 1993, and the changes in its net assets available for benefits for the year ended December 31, 1994, in conformity with generally accepted accounting principles. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of assets held for investment purposes and reportable transactions are presented for purposes of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The Fund Information in the statement of changes in net assets available for benefits (Schedule B) is presented for purposes of additional analysis rather than to present the changes in net assets available for plan benefits of each fund. The supplemental schedules and Fund Information have been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. s/ARTHUR ANDERSEN LLP ARTHUR ANDERSEN LLP New York, New York June 26, 1995 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Employee Savings Plan Committee of The Brooklyn Union Gas Company Employee Savings Plan for Local 101 Bargaining Employees: We have audited the accompanying statements of net assets available for benefits of The Brooklyn Union Gas Company Employee Savings Plan for Local 101 Bargaining Employees (the "Plan") as of December 31, 1994 and 1993, and the related statement of changes in net assets available for benefits for the year ended December 31, 1994. These financial statements and schedules referred to below are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements and schedules based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 1994 and 1993, and the changes in its net assets available for benefits for the year ended December 31, 1994, in conformity with generally accepted accounting principles. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of assets held for investment purposes and reportable transactions are presented for purposes of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The Fund Information in the statement of changes in net assets available for benefits (Schedule B) is presented for purposes of additional analysis rather than to present the changes in net assets available for plan benefits of each fund. The supplemental schedules and Fund Information have been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. s/ARTHUR ANDERSEN LLP ARTHUR ANDERSEN LLP New York, New York June 26, 1995 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Employee Savings Plan Committee of The Brooklyn Union Gas Company Employee Savings Plan for Non-Bargaining Employees: We have audited the accompanying statements of net assets available for benefits of The Brooklyn Union Gas Company Employee Savings Plan for Non-Bargaining Employees (the "Plan") as of December 31, 1994 and 1993, and the related statement of changes in net assets available for benefits for the year ended December 31, 1994. These financial statements and schedules referred to below are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements and schedules based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 1994 and 1993, and the changes in its net assets available for benefits for the year ended December 31, 1994, in conformity with generally accepted accounting principles. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of assets held for investment purposes and reportable transactions are presented for purposes of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The Fund Information in the statement of changes in net assets available for benefits (Schedule B) is presented for purposes of additional analysis rather than to present the changes in net assets available for plan benefits of each fund. The supplemental schedules and Fund Information have been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. s/ARTHUR ANDERSEN LLP ARTHUR ANDERSEN LLP New York, New York June 26, 1995 SIGNATURES The plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. Date: June 29, 1995 Employees Savings Plan of The Brooklyn Union Gas Company ______________________________ Robert R. Wieczorek Vice President, Secretary & Treasurer (THE FINANCIAL STATEMENTS ARE FILED UNDER COVER OF FORM SE) EX-23 2 EXHIBIT 23 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation of our reports dated June 26, 1995, included in The Brooklyn Union Gas Company Employee Savings Plan for Non-Bargaining Employees, Union Local 101 Employees and Union Local 3 Employees Form 11-K, into The Brooklyn Union Gas Company's previously filed Form S-8 Registration Statement No. 33-32856. s/ARTHUR ANDERSEN LLP ARTHUR ANDERSEN LLP New York, New York June 30, 1995 -----END PRIVACY-ENHANCED MESSAGE-----