-----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, gsArcDobrygSLf1KbogiF0O2LXZteUggVXZqXtZ6qDH17qkZxJAKegva2hDoNYMZ qbqvSvnyrWnGVRMIUF2vIg== 0000060653-94-000012.txt : 19940429 0000060653-94-000012.hdr.sgml : 19940429 ACCESSION NUMBER: 0000060653-94-000012 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 19931231 FILED AS OF DATE: 19940428 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COLONIAL GAS CO CENTRAL INDEX KEY: 0000060653 STANDARD INDUSTRIAL CLASSIFICATION: 4924 IRS NUMBER: 041558100 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-10007 FILM NUMBER: 94524920 BUSINESS ADDRESS: STREET 1: 40 MARKET ST CITY: LOWELL STATE: MA ZIP: 01852 BUSINESS PHONE: 5084583171 FORMER COMPANY: FORMER CONFORMED NAME: LOWELL GAS CO DATE OF NAME CHANGE: 19811124 10-K/A 1 COVER PAGE TO FORM 10-K/A [COVER PAGE TO FORM 10-K/A] SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A AMENDMENT TO 10-K REPORT Filed Pursuant to Section 13 or 15 (d) of THE SECURITIES EXCHANGE ACT OF 1934 COLONIAL GAS COMPANY (Exact name of registrant as specified in its charter) AMENDMENT NO. 1 The undersigned registrant hereby amends the following items, financial statements, exhibits or other portions of its Annual Report for the fiscal year ended December 31, 1993 on Form 10-K as set forth in the pages attached hereto: Cover Page - (which now lists "Junior Participating Preferred Stock Purchase Rights" as "Securities Registered Pursuant to Section 12(g) of the Act" in addition to "Common Stock, $3.33 par value") Exhibit 24b - Consent of Independent Certified Public Accountants Exhibit 28a - Form 11-K for Colonial Gas Company Savings Plan Exhibit 28b - Form 11-K for Cape Cod Division of Colonial Gas Company Savings Plan for Local 13507 United Steelworkers of America AFL-CIO-CLC Exhibit 28c - Form 11-K for Lowell Division of Colonial Gas Company Savings Plan for Local 12008 United Steelworkers of America AFL-CIO-CLC COLONIAL GAS COMPANY (Registrant) Date: April 28, 1994 By: Nickolas Stavropoulos Vice President and Chief Financial Officer [END OF COVER PAGE TO FORM 10-K/A] [AMENDED COVER PAGE TO FORM 10-K] SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K X Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 1993 OR Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to COMMISSION FILE NUMBER 0-10007 COLONIAL GAS COMPANY (Exact name of registrant as specified in its charter) Massachusetts 04-1558100 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification Number) 40 Market Street, Lowell, Massachusetts 01852 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (508) 458-3171 Securities registered pursuant to Section 12(b) of the Act: NONE Securities registered pursuant to Section 12(g) of the Act: Common Stock, $3.33 par value (Title of Class) Junior Participating Preferred Stock Purchase Rights (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. The aggregate market value of the voting stock held by non- affiliates of the registrant as of March 1, 1994 was $189,122,548. The number of shares of the registrant's common stock outstanding as of March 1, 1994 was 8,047,768. DOCUMENTS INCORPORATED BY REFERENCE Portions of the annual report to stockholders for the year ended December 31, 1993 are incorporated by reference into Part II and Part IV. Portions of the proxy statement for the 1994 annual meeting of stockholders are incorporated by reference into Part III. [END OF AMENDED COVER PAGE TO FORM 10-K] EX-24.B 2 EXHIBIT 24B TO FORM 10-K/A Exhibit 24b Consent of Independent Certified Public Accountants We have issued our report dated April 7, 1994, accompanying the financial statements of Colonial Gas Company Savings Plan, Cape Cod Division of Colonial Gas Company Savings Plan for Local 13507, and Lowell Division of Colonial Gas Company Savings Plan for Local 12008 contained in the information required by Form 11- K included as exhibits to the Colonial Gas Company Annual Report on Form 10-K for the year ended December 31, 1993. We hereby consent to the incorporation by reference of said reports in the registration statements on Form S-8 (File No. 33-34068, File No. 33-34066, and File No. 33-34067, respectively). GRANT THORNTON Boston, Massachusetts April 27, 1994 [END OF EXHIBIT 24b TO FORM 10-K/A] EX-28.A 3 EXHIBIT 28A TO FORM 10-K/A EXHIBIT 28a SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 11-K ANNUAL REPORT Pursuant to Section 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 1993 Commission File No. 33-34068 COLONIAL GAS COMPANY SAVINGS PLAN (Full title of the plan) COLONIAL GAS COMPANY (Name of issuer of the securities held pursuant to the plan) 40 MARKET STREET LOWELL, MASSACHUSETTS 01852 (address of plan and principal executive office of issuer) Financial Statements and Schedules The Colonial Gas Company Savings Plan (the "Plan") is established and maintained as a retirement program in full compliance with the Employee Retirement Income Security Act of 1974 ("ERISA"). The following plan financial statements and schedules were prepared in accordance with financial reporting requirements of ERISA and are filed herewith in lieu of the requirements of Items 1-3. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan Administrator and Barbara A. Field have duly caused this annual report to be signed by the undersigned thereunto duly authorized. COLONIAL GAS COMPANY SAVINGS PLAN (Name of Plan) By: Barbara A. Field, Manager of the Plan's Operations Date: April 7, 1994 COLONIAL GAS COMPANY, Plan Administrator By: C. O. Swanson, President Report of Independent Certified Public Accountants Colonial Gas Company Administrator of Colonial Gas Company Savings Plan We have audited the statements of financial condition of Colonial Gas Company Savings Plan as of December 31, 1993 and 1992, and the related statements of income and changes in fund equity for each of the three years in the period ended December 31, 1993. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements 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 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 financial condition of Colonial Gas Company Savings Plan as of December 31, 1993 and 1992, and the income and changes in fund equity for each of three years in the period ended December 31, 1993, in conformity with generally accepted accounting principles. GRANT THORNTON Boston, Massachusetts April 7, 1994 COLONIAL GAS COMPANY SAVINGS PLAN STATEMENTS OF FINANCIAL CONDITION December 31, 1993 Colonial Gas Money Company Common Market Savings ASSETS Stock Fund Fund Fund Investments (Notes A and C) Common Stock of Colonial Gas Company at market value - 515,446 shares (cost $7,726,846) $11,597,535 $ - $ - Secured Notes (Note C) - - - Other (Note F) 10,100 1,642,938 1,694,746 Total investments 11,607,635 1,642,938 1,694,746 Cash - 3,893 - Other 92 15,080 9,522 Due from Other Plans - 3,678 - Due from Other Funds 143,677 7,622 23,969 Total assets $11,751,404 $1,673,211 $1,728,237 LIABILITIES AND EQUITY Due to Other Funds $ 1,789 $262,211 $ 87,970 Plan Equity - including net unrealized appreciation or depreciation of investments (Notes A and G) 11,749,615 1,411,000 1,640,267 Total liabilities and equity $11,751,404 $1,673,211 $1,728,237 Equity Loan ASSETS Fund Fund Total Investments (Notes A and C) Common Stock of Colonial Gas Company at market value - 515,446 shares (cost $7,726,846) - $ - $11,597,535 Secured Notes (Note C) - 935,443 935,443 Other (Note F) 1,682,458 - 5,030,242 Total investments 1,682,458 935,443 17,563,220 Cash - - 3,893 Other 3,440 - 28,134 Due from Other Plans - - 3,678 Due from Other Funds 123,292 124,798 423,358 Total assets $1,809,190 $1,060,241 $ 18,022,283 LIABILITIES AND EQUITY Due to Other Funds $ 3 $ 71,385 $423,358 Plan Equity - including net unrealized appreciation or depreciation of investments (Notes A and G) 1,809,187 988,856 17,598,925 Total liabilities and equity $1,809,190 $1,060,241 $18,022,283 The accompanying notes are an integral part of these statements. COLONIAL GAS COMPANY SAVINGS PLAN STATEMENTS OF FINANCIAL CONDITION December 31, 1992 Colonial Gas Money Company Common Market Savings ASSETS Stock Fund Fund Fund Investments (Notes A and C) Common Stock of Colonial Gas Company at market value - 471,032 shares (cost $6,645,094) $10,009,430 $ - - Secured Notes (Note C) - - - Other (Note F) 20 1,704,696 1,400,514 Total investments 10,009,450 1,704,696 1,400,514 Cash - 79 13 Receivable from Colonial Gas Company Participant deposits and Colonial Gas Company contributions for December 62,034 13,014 13,270 Other 6 4,725 7,673 Due from Other Funds 45,406 850 13,675 Total assets $10,116,896 $1,723,364 $1,435,145 LIABILITIES AND EQUITY Due to Other Funds $ 850 $ 46,310 $ - Plan Equity - including net unrealized appreciation or depreciation of investments (Notes A and G) 10,116,046 1,677,054 1,435,145 Total liabilities and equity $10,116,896 $1,723,364 $1,435,145 Equity Loan ASSETS Fund Fund Total Investments (Notes A and C) Common Stock of Colonial Gas Company at market value - 471,032 shares (cost $6,645,094) $ - $ - $10,009,430 Secured Notes (Note C) - 927,844 927,844 Other (Note F) 1,080,669 - 4,185,899 Total investments 1,080,669 927,844 15,123,173 Cash - - 92 Receivable from Colonial Gas Company Participant deposits and Colonial Gas Company contributions for December 15,095 - 103,413 Other 1,936 - 14,340 Due from Other Funds 11,234 - 71,165 Total assets $1,108,934 $927,844 $15,312,183 LIABILITIES AND EQUITY Due to Other Funds $ - $ 24,005 $ 71,165 Plan Equity - including net unrealized appreciation or depreciation of investments (Notes A and G) 1,108,934 903,839 15,241,018 Total liabilities and equity $1,108,934 $927,844 $15,312,183 The accompanying notes are an integral part of these statements. COLONIAL GAS COMPANY SAVINGS PLAN STATEMENTS OF INCOME AND CHANGES IN FUND EQUITY Year Ended December 31, 1993 Colonial Gas Money Company Common Market Savings Stock Fund Fund Fund Investment income: Dividends on Colonial Gas Company Common Stock $606,532 $ - $ - Dividends - - 74,798 Interest 954 53,768 14,515 Total investment income 607,486 53,768 89,313 Net realized gain/(loss) on disposition of investments (Note H) 16,818 - 28,921 Unrealized appreciation/(depreciation) of investments (Notes A and G) 506,353 - (34,826) Contributions (Note C): Participants 618,424 93,563 131,832 Colonial Gas Company 208,112 35,178 49,398 Total contributions 826,536 128,741 181,230 Total net additions 1,957,193 182,509 264,638 Transfers to other plans (6,977) - - Withdrawals (249,698) (149,221) (4,851) Forfeitures (73,471) - - Other 35,320 (25,885) - Total deductions (294,826) (175,106) (4,851) Net increase 1,662,367 7,403 259,787 Plan equity: Beginning of year 10,116,046 1,677,054 1,435,145 Inter-fund transfers (28,798) (273,457) (54,665) End of year $11,749,615 $1,411,000 $1,640,267 Equity Loan Fund Fund Total Investment income: Dividends on Colonial Gas Company Common Stock $ - $ - $606,532 Dividends 28,462 - 103,260 Interest 1,221 65,225 135,683 Total investment income 29,683 65,225 845,475 Net realized gain/(loss) on disposition of investments (Note H) 244,003 - 289,742 Unrealized appreciation/(depreciation) of investments (Notes A and G) (105,628) - 365,899 Contributions (Note C): Participants 160,648 - 1,004,467 Colonial Gas Company 49,906 - 342,594 Total contributions 210,554 - 1,347,061 Total net additions 378,612 65,225 2,848,177 Transfers to other plans (3,030) - (10,007) Withdrawals (11,589) - (415,359) Forfeitures (868) - (74,339) Other - - 9,435 Total deductions (15,487) - (490,270) Net increase 363,125 65,225 2,357,907 Plan equity: Beginning of year 1,108,934 903,839 15,241,018 Inter-fund transfers 337,128 19,792 - End of year $1,809,187 $988,856 $17,598,925 The accompanying notes are an integral part of these statements. COLONIAL GAS COMPANY SAVINGS PLAN STATEMENTS OF INCOME AND CHANGES IN FUND EQUITY Year Ended December 31, 1992 Colonial Gas Money Company Common Market Savings Stock Fund Fund Fund Investment income: Dividends on Colonial Gas Company Common Stock $528,374 $ - $ - Interest 469 65,538 89,761 Total investment income 528,843 65,538 89,761 Net realized gain on disposition of investments (Note H) - - 1,203 Unrealized appreciation of investments (Notes A and G) 1,546,874 - (267) Contributions (Note C): Participants 550,297 134,574 119,473 Colonial Gas Company 186,981 42,982 46,174 Other 7,203 5,474 4,802 Total contributions 744,481 183,030 170,449 Transfers from other plans 46,987 - - Total net additions 2,867,185 248,568 261,146 Transfers to other plans - - - Withdrawals (198,537) (4,866) (21,012) Forfeitures (4,431) - (328) Other - - - Total deductions (202,968) (4,866) (21,340) Net increase (decrease) 2,664,217 243,702 239,806 Plan equity: Beginning of year 7,141,811 1,896,857 1,355,516 Inter-fund transfers 310,018 (463,505) (160,177) End of year $10,116,046 $1,677,054 $1,435,145 Equity Loan Fund Fund Total Investment income: Dividends on Colonial Gas Company Common Stock $ - $ - $528,374 Interest 20,008 77,455 253,231 Total investment income 20,008 77,455 781,605 Net realized gain on disposition of investments (Note H) 12,149 - 13,352 Unrealized appreciation of investments (Notes A and G) 39,688 - 1,586,295 Contributions (Note C): Participants 136,378 - 940,722 Colonial Gas Company 42,489 - 318,626 Other 7,203 - 24,682 Total contributions 186,070 - 1,284,030 Transfers from other plans - - 46,987 Total net additions 257,915 77,455 3,712,269 Transfers to other plans (124) - (124) Withdrawals (45,112) - (269,527) Forfeitures (1,415) - (6,174) Other - (108,135) (108,135) Total deductions (46,651) (108,135) (383,960) Net increase (decrease) 211,264 (30,680) 3,328,309 Plan equity: Beginning of year 709,567 808,958 11,912,709 Inter-fund transfers 188,103 125,561 - End of year $1,108,934 $903,839 $15,241,018 The accompanying notes are an integral part of these statements COLONIAL GAS COMPANY SAVINGS PLAN STATEMENTS OF INCOME AND CHANGES IN FUND EQUITY Year Ended December 31, 1991 Colonial Gas Money Company Common Market Savings Stock Fund Fund Fund Investment income: Dividends on Colonial Gas Company Common Stock $439,624 $ - $ - Interest 576 111,051 90,336 Total investment income 440,200 111,051 90,336 Net realized gain on disposition of investments (Note H) 5,156 - 408 Unrealized appreciation of investments (Notes A and G) 908,662 - 17,226 Contributions (Note C): Participants 461,953 167,904 117,956 Colonial Gas Company 160,905 62,841 49,160 Other 33,427 7,798 3,062 Total contributions 656,285 238,543 170,178 Transfers from other plans 9,127 4,157 - Total net additions 2,019,430 353,751 278,148 Withdrawals (292,617) (15,372) (55,693) Forfeitures (1,331) - (75) Total deductions (293,948) (15,372) (55,768) Net increase 1,725,482 338,379 222,380 Plan equity: Beginning of year 5,242,937 1,799,863 1,167,831 Inter-fund transfers 173,392 (241,385) (34,695) End of year $7,141,811 $1,896,857 $1,355,516 Equity Loan Fund Fund Total Investment income: Dividends on Colonial Gas Company Common Stock - $ - $439,624 Interest 11,162 75,088 288,213 Total investment income 11,162 75,088 727,837 Net realized gain on disposition of investments (Note H) - - 5,564 Unrealized appreciation of investments (Notes A and G) 141,046 - 1,066,934 Contributions (Note C): Participants 75,260 - 823,073 Colonial Gas Company 21,510 - 294,416 Other 16,089 - 60,376 Total contributions 112,859 - 1,177,865 Transfers from other plans 9,381 - 22,665 Total net additions 274,448 75,088 3,000,865 Withdrawals (850) - (364,532) Forfeitures (259) - (1,665) Total deductions (1,109) - (366,197) Net increase 273,339 75,088 2,634,668 Plan equity: Beginning of year 329,744 737,666 9,278,041 Inter-fund transfers 106,484 (3,796) - End of year $709,567 $808,958 $11,912,709 The accompanying notes are an integral part of these statements. COLONIAL GAS COMPANY SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1993, 1992 AND 1991 NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Accounting Principles The financial statements of the Colonial Gas Company Savings Plan have been prepared in conformity with generally accepted accounting principles as applied to Employee Benefit Plans and in accordance with the terms of the Trust Agreement. Valuation of Investments Investments are held by a bank-administered trust fund and are stated at their approximate market value. The change in the difference between market value and the cost of the investment is reflected in the statement of income and changes in fund equity as unrealized appreciation or (depreciation) of investments. NOTE B - SUMMARY OF PLAN PROVISIONS Effective Date: January 1, 1982, as amended from time to time and amended and restated as of January 1, 1989. Plan Year: January 1 through December 31. Coverage: All regular non-union employees of Colonial Gas Company, of its Lowell and Cape Cod Divisions, and of its wholly-owned subsidiary, Transgas Inc., who satisfy the eligibility requirements. Eligibility: Employees are eligible for membership on either January or July 1 coincident with or next following the date on which they have both: (1)Attained the age of 21, and (2)Completed six months of credited service. Normal Retirement The normal retirement date of a member is the Date: first day of the month coinciding with or immediately preceding his 65th birthday. Normal Retirement The normal retirement benefit of a member on Benefit: his normal retirement date is equal to 100% of the amount standing to the credit of his accounts as of the valuation date immediately preceding or coinciding with his normal retirement date. Normal Form of The Plan offers members three methods of Payment: payment: (1) a lump sum, (2) periodic installments of substantially equal amounts over a 5, 10, or 15 year period or (3) purchase of a single premium nontransferable annuity contract from a legal reserve life insurance company. Early Retirement: A member may retire early if he has attained the age of 55 and has completed at least five years of credited service. The benefit payable upon early retirement is equal to the vested portion of the amount standing to the credit of his accounts as of the valuation date immediately preceding or coinciding with his early retirement date. Deferred Retirement: A member who works past age 65 has all the rights under the Plan that he would have prior to his normal retirement age and, upon retirement, shall be entitled to receive 100% of the amount standing to the credit of his accounts. Vesting: A member who terminates employment prior to becoming eligible for benefits has a vested right to 100% of the amount which he contributed. A member will have a vested right to Company contributions based upon 15% per year of credited service with 100% vested after seven years of credited service. Forfeiture: A member who terminates his employment prior to becoming eligible for benefits and does not have a 100% vested right to Company contributions forfeits the amount not vested. Such forfeited Company contributions will be used to reduce future required Company contributions. Pre-Retirement In the event of the death of a member, his Death: designated beneficiary will be entitled to receive 100% of the amount standing to the credit of his accounts as of the valuation date coincident with or immediately preceding the member's death. Disability Benefit: A member who becomes disabled to the extent that he no longer remains in the employ of the Company is entitled to receive 100% of the amount standing to the credit of his accounts as of the valuation date immediately preceding or coinciding with the date of the member's termination of employment due to disability. Plan Administrator: Colonial Gas Company is the Plan's Administrator and will determine the benefits payable. NOTE C - CONTRIBUTIONS AND INVESTMENT PROGRAMS The investment programs of the plan are as follows: Participant contributions - upon enrollment or re-enrollment, each participant shall direct that his contributions are to be invested in accordance with any of the following investment options: (a) 100% in the Colonial Gas Company Common Stock Fund (Colonial Gas Company, $3.33 Par Value Common Stock). (b) 100% in the Money Market Fund ("BayFunds Money Market Portfolio") maintained by BayBank. This Fund consists of short-term investments including Bankers Acceptances, Certificates of Deposit and Repurchase Agreements. (c) 100% in the Equity Fund "BayFunds Equity Portfolio" maintained by BayBank. This fund is composed of 100 - 120 common stocks meeting certain minimum requirements. (d) 100% in the Savings Fund "BayFunds Short- Term Yield Portfolio" maintained by BayBank. This Fund involves long-term investing, with maturities of 4 years or less. These investments include U.S. Treasury and Federal Agency Obligations, Certificates of Deposit and Commercial Paper. (e) In each of the above funds in multiples of 5%. Such direction may be revised on 30 day prior notice effective January 1, April 1, July 1 or October 1 of any year (prior to 1994, revisions were only allowed effective on April 1 or October 1). (f) Upon a participant's application, the Plan Administrator may lend a participant an amount which, when aggregated with all of his other outstanding loans under the Plan, is not in excess of the lesser of $50,000 or 50% of the participant's accounts as of the date on which the loan is approved. The minimum loan permissible is $1,000. The $50,000 limit is reduced by the highest outstanding loan balance in the prior twelve month period. Colonial Gas Company contributions - Colonial Gas Company shall contribute to the Plan for each month an amount equal to 50% of an employee's pre-tax contributions up through the first 5% of their monthly compensation, as designated by the employee. Company contributions are vested at the rate of 15% per year from the date of credited service. The portion of Company contributions which are not vested remain credited to each employee's account so long as he remains an employee. Non-vested contributions are forfeited upon termination of employment and are applied to reduce subsequent Company contributions. In addition, employees may make pre-tax contributions of up to an additional 10% of their monthly compensation which are not matched by the employer. The number of participants in each fund was as follows: December 31, 1993 1992 Colonial Gas Company Common Stock Fund 322 303 Money Market Fund 113 122 Equity Fund 128 94 Savings Fund 117 100 Loan Fund 121 113 The total number of participants in the Plan was 358 and 344 at December 31, 1993 and 1992, respectively, which is less than the sum of the number of participants shown above because many were participating in more than one fund. Amounts contributed to the participants' accounts by the Company are taxable to the participants in the year of distribution. Contributions made by the participants are deductible for Federal income tax purposes up to specified limits. NOTE D - STATUS OF PLAN The Plan received a favorable determination letter from the Internal Revenue Service dated October 15, 1986, granting a qualified tax status. NOTE E - PRIORITIES UPON TERMINATION OF PLAN In the event of termination, partial termination, or discontinuance of contributions to the Plan by the Company, the rights of all members to amounts theretofore credited to their accounts shall be fully vested and nonforfeitable. In the event of termination, the Trustee shall distribute to the persons entitled thereto the balances of any undistributed accounts of terminated or retired members and the accounts of each member who continues in the employ of the Company either immediately or at such later date, no later than the termination of such employment, as the Trustee in its discretion may determine. Any distribution under this Section shall be in one lump sum. Distribution may be made wholly or partly in cash or in kind, provided that no person shall be required to accept distribution in any form other than cash. NOTE F - INVESTMENTS - OTHER December 31, 1993 Approximate Market Units Cost Value Money Market Fund: BayFunds Money Market Portfolio 1,642,938 $1,642,938 $1,642,938 $1,642,938 $1,642,938 Savings Fund: BayFunds Short-Term Yield Portfolio 171,014 $1,708,783 $1,694,746 $1,708,783 $1,694,746 Equity Fund: BayFunds Equity Portfolio 153,229 $1,563,225 $1,682,458 $1,563,225 $1,682,458 December 31, 1992 Approximate Market Units Cost Value Money Market Fund: BayFunds Money Market Portfolio 1,704,696 $1,704,696 $1,704,696 $1,704,696 $1,704,696 Savings Fund: BayFunds Money Market Portfolio 13,362 $13,362 $ 13,362 BayBank Employee Benefit Money Market Plus 136,274 1,366,363 1,387,152 $1,379,725 $1,400,514 Equity Fund: BayFunds Money Market Portfolio 13,226 $13,226 $ 13,226 BayBank Pooled Equity Fund 3,838 842,582 1,067,443 $855,808 $1,080,669 NOTE G - NET UNREALIZED APPRECIATION/(DEPRECIATION) OF INVESTMENTS Colonial Gas Company Common Savings Equity Stock Fund Fund Fund Total Balance at December 31, 1990 $ 908,800 $3,831 $ 44,128 $956,759 Change for the year 1991 908,662 17,225 141,045 1,066,932 Balance at December 31, 1991 1,817,462 21,056 185,173 2,023,691 Change for the year 1992 1,546,874 (267) 39,688 1,586,295 Balance at December 31, 1992 3,364,336 20,789 224,861 3,609,986 Change for the year 1993 506,353 (34,826) (105,628) 365,899 Balance at December 31, 1993 $3,870,689 $(14,037) $119,233 $3,975,885 NOTE H - NET REALIZED GAIN/(LOSS) ON DISPOSITION OF INVESTMENTS Year Ended December 31, 1993 Colonial Gas Company Common Savings Equity Stock Fund Fund Fund Total Amount Realized $1,261,477 $1,663,340 $1,281,764 $4,206,581 Cost at Average 1,244,659 1,634,419 1,037,761 3,916,839 Net realized gain $16,818 $28,921 $244,003 $289,742 Year Ended December 31, 1992 Colonial Gas Company Common Savings Equity Stock Fund Fund Fund Total Amount Realized $ - $541,510 $417,568 $959,078 Cost at Average - 540,307 405,419 945,726 Net realized gain $ - $1,203 $12,149 $13,352 Year Ended December 31, 1991 Colonial Gas Company Common Savings Equity Stock Fund Fund Fund Total Amount Realized $815,130 $384,241 $ - $1,199,371 Cost at Average 809,974 383,833 - 1,193,807 Net realized gain $ 5,156 $408 $ - $5,564 [END OF EXHIBIT 28a TO FORM 10-K/A] EX-28.B 4 EXHIBIT 28B TO FORM 10-K/A EXHIBIT 28b SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 11-K ANNUAL REPORT Pursuant to Section 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 1993 Commission File No. 33-34066 CAPE COD DIVISION OF COLONIAL GAS COMPANY SAVINGS PLAN FOR LOCAL 13507 UNITED STEELWORKERS OF AMERICA AFL-CIO-CLC (Full title of the plan) COLONIAL GAS COMPANY (Name of issuer of the securities held pursuant to the plan) 40 MARKET STREET LOWELL, MASSACHUSETTS 01852 (address of plan and principal executive office of issuer) Financial Statements and Schedules The Cape Cod Division of Colonial Gas Company Savings Plan for Local 13507 United Steelworkers of America AFL-CIO-CLC (the "Plan") is established and maintained as a retirement program in full compliance with the Employee Retirement Income Security Act of 1974 ("ERISA"). The following plan financial statements and schedules were prepared in accordance with financial reporting requirements of ERISA and are filed herewith in lieu of the requirements of Items 1-3. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan Administrator and Barbara A. Field have duly caused this annual report to be signed by the undersigned thereunto duly authorized. CAPE COD DIVISION OF COLONIAL GAS COMPANY SAVINGS PLAN FOR LOCAL 13507 UNITED STEELWORKERS OF AMERICA AFL-CIO- CLC (Name of Plan) By: Barbara A. Field, Manager of the Plan's Operations Date: April 7, 1994 COLONIAL GAS COMPANY Plan Administrator, By: C. O. Swanson, President Report of Independent Certified Public Accountants Colonial Gas Company Administrator of Cape Cod Division of Colonial Gas Company Savings Plan for Local 13507 We have audited the statements of financial condition of Cape Cod Division of Colonial Gas Company Savings Plan for Local 13507 as of December 31, 1993 and 1992, and the related statements of income and changes in fund equity for each of the three years in the period ended December 31, 1993. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements 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 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 financial condition of Cape Cod Division of Colonial Gas Company Savings Plan for Local 13507 as of December 31, 1993 and 1992, and the income and changes in fund equity for each of three years in the period ended December 31, 1993, in conformity with generally accepted accounting principles. GRANT THORNTON Boston, Massachusetts April 7, 1994 CAPE COD DIVISION OF COLONIAL GAS COMPANY SAVINGS PLAN FOR LOCAL 13507 STATEMENTS OF FINANCIAL CONDITION December 31, 1993 Colonial Gas Money Company Common Market Savings ASSETS Stock Fund Fund Fund Investments (Notes A and C) Common Stock of Colonial Gas Company at market value - 65,983 shares (cost $1,120,504) $1,484,618 $ - $ - Secured Notes (Note C) - - - Other (Note F) 65,658 55,086 Total investments 1,484,618 65,658 55,086 Cash 15 50 - Receivable from Colonial Gas Company Participant Deposits 25,595 1,744 845 Other 20 521 309 Due from Other Funds 8,659 3,143 - Total assets $1,518,907 $71,116 $56,240 LIABILITIES AND EQUITY Due to Other Funds $ - $5,855 $3,873 Plan Equity - including net unrealized appreciation or depreciation of investments (Notes A and G) 1,518,907 65,261 52,367 Total liabilities and equity $1,518,907 $71,116 $56,240 Equity Loan ASSETS Fund Fund Total Investments (Notes A and C) Common Stock of Colonial Gas Company at market value - 65,983 shares (cost $1,120,504) $ - $ - $1,484,618 Secured Notes (Note C) - 138,583 138,583 Other (Note F) 181,483 - 302,227 Total investments 181,483 138,583 1,925,428 Cash - - 65 Receivable from Colonial Gas Company Participant Deposits 6,160 - 34,344 Other 387 - 1,237 Due from Other Funds 1,201 5,855 18,858 Total assets $189,231 $144,438 $1,979,932 LIABILITIES AND EQUITY Due to Other Funds $ - $9,130 $18,858 Plan Equity - including net unrealized appreciation or depreciation of investments (Notes A and G) 189,231 135,308 1,961,074 Total liabilities and equity $189,231 $144,438 $1,979,932 The accompanying notes are an integral part of these statements. CAPE COD DIVISION OF COLONIAL GAS COMPANY SAVINGS PLAN FOR LOCAL 13507 STATEMENTS OF FINANCIAL CONDITION December 31, 1992 Colonial Gas Money Company Common Market Savings ASSETS Stock Fund Fund Fund Investments (Notes A and C) Common Stock of Colonial Gas Company at market value - 53,726 shares (cost $839,252) $1,141,678 $ - $ - Secured Notes (Note C) - - - Other (Note F) - 49,482 39,531 Total investments 1,141,678 49,482 39,531 Cash 14 - 72 Receivable from Colonial Gas Company Participant Deposits 17,939 1,026 700 Other - 147 215 Due from Other Funds 3,882 316 - Total assets $1,163,513 $50,971 $40,518 Colonial Gas Money Company Common Market Savings Stock Fund Fund Fund LIABILITIES AND EQUITY Due to Other Funds $ - $ - $ - Plan Equity - including net unrealized depreciation or appreciation of investments (Notes A and G) 1,163,513 50,971 40,518 Total liabilities and equity $1,163,513 $50,971 $40,518 Equity Loan ASSETS Fund Fund Total Investments (Notes A and C) Common Stock of Colonial Gas Company at market value - 53,726 shares (cost $839,252) $ - $ - $1,141,678 Secured Notes (Note C) - 52,435 52,435 Other (Note F) 138,055 - 227,068 Total investments 138,055 52,435 1,421,181 Cash 96 - 182 Receivable from Colonial Gas Company Participant Deposits 3,644 - 23,309 Other 248 - 610 Due from Other Funds 87 - 4,285 Total assets $142,130 $52,435 $1,449,567 Equity Loan Fund Fund Total LIABILITIES AND EQUITY Due to Other Funds $ - $4,285 $4,285 Plan Equity - including net unrealized depreciation or appreciation of investments (Notes A and G) 142,130 48,150 1,445,282 Total liabilities and equity $142,130 $52,435 $1,449,567 The accompanying notes are an integral part of these statements. CAPE COD DIVISION OF COLONIAL GAS COMPANY SAVINGS PLAN FOR LOCAL 13507 STATEMENTS OF INCOME AND CHANGES IN FUND EQUITY Year Ended December 31, 1993 Colonial Gas Money Company Common Market Savings Stock Fund Fund Fund Investment income: Dividends on Colonial Gas Company Common Stock $ 74,149 $ - $ - Dividends - - 2,216 Interest 143 1,954 439 Total investment income 74,292 1,954 2,655 Net realized gain on disposition of investments (Note H) - - 742 Unrealized appreciation (depreciation) of investments (Notes A and G) 61,688 - (970) Contributions (Note C): Participants 214,565 11,700 11,471 Colonial Gas Company 43,733 2,226 2,392 Total contributions 258,298 13,926 13,863 Total net additions 394,278 15,880 16,290 Transfers to other plans (1,302) 3,423 (3,873) Net increase 392,976 19,303 12,417 Plan equity: Beginning of year 1,163,513 50,971 40,518 Inter-fund transfers (37,582) (5,013) (568) End of year $1,518,907 $65,261 $52,367 Equity Loan Fund Fund Total Investment income: Dividends on Colonial Gas Company Common Stock $ - $ - $74,149 Dividends 3,215 - 5,431 Interest 203 17,264 20,003 Total investment income 3,418 17,264 99,583 Net realized gain on disposition of investments (Note H) 23,299 - 24,041 Unrealized appreciation (depreciation) of investments (Notes A and G) (7,381) - 53,337 Contributions (Note C): Participants 43,261 - 280,997 Colonial Gas Company 7,652 - 56,003 Total contributions 50,913 - 337,000 Total net additions 70,249 17,264 513,961 Transfers to other plans 3,583 - 1,831 Net increase 73,832 17,264 515,792 Plan equity: Beginning of year 142,130 48,150 1,445,282 Inter-fund transfers (26,731) 69,894 - End of year $189,231 $135,308 $1,961,074 The accompanying notes are an integral part of these statements. CAPE COD DIVISION OF COLONIAL GAS COMPANY SAVINGS PLAN FOR LOCAL 13507 STATEMENTS OF INCOME AND CHANGES IN FUND EQUITY Year Ended December 31, 1992 Colonial Gas Money Company Common Market Savings Stock Fund Fund Fund Investment income: Dividends on Colonial Gas Company Common Stock $ 59,605 $ - $ - Interest 80 1,781 2,447 Total investment income 59,685 1,781 2,447 Net realized gain on disposition of investments (Note H) 15,242 - 73 Unrealized appreciation of investments (Notes A and G) 168,368 - (78) Contributions (Note C): Participants 176,376 11,278 7,615 Other - 797 - Total contributions 176,376 12,075 7,615 Total net additions 419,671 13,856 10,057 Transfers to other plans (48,086) - - Net increase 371,585 13,856 10,057 Plan equity: Beginning of year 835,294 53,843 39,576 Inter-fund transfers (43,366) (16,728) (9,115) End of year $1,163,513 $50,971 $40,518 Equity Loan Fund Fund Total Investment income: Dividends on Colonial Gas Company Common Stock $ - $ - $59,605 Interest 2,281 2,306 8,895 Total investment income 2,281 2,306 68,500 Net realized gain on disposition of investments (Note H) 317 - 15,632 Unrealized appreciation of investments (Notes A and G) 7,521 - 175,811 Contributions (Note C): Participants 35,427 - 230,696 Other 797 - 1,594 Total contributions 36,224 - 232,290 Total net additions 46,343 2,306 492,233 Transfers to other plans - - (48,086) Net increase 46,343 2,306 444,147 Plan equity: Beginning of year 59,569 12,853 1,001,135 Inter-fund transfers 36,218 32,991 - End of year $142,130 $48,150 $1,445,282 The accompanying notes are an integral part of these statements. CAPE COD DIVISION OF COLONIAL GAS COMPANY SAVINGS PLAN FOR LOCAL 13507 STATEMENTS OF INCOME AND CHANGES IN FUND EQUITY Year Ended December 31, 1991 Colonial Gas Money Company Common Market Savings Stock Fund Fund Fund Investment income: Dividends on Colonial Gas Company Common Stock $48,363 $ - $ - Interest 35 3,193 2,530 Total investment income 48,398 3,193 2,530 Net realized gain on disposition of investments (Note H) - - 12 Unrealized appreciation of investments (Notes A and G) 99,437 - 489 Contributions (Note C): Participants 153,263 18,334 8,059 Other 3,544 - - Total contributions 156,807 18,334 8,059 Total net additions 304,642 21,527 11,090 Withdrawals (825) (14) - Net increase 303,817 21,513 11,090 Plan equity: Beginning of year 520,028 50,314 29,739 Inter-fund transfers 11,449 (17,984) (1,253) End of year $835,294 $53,843 $39,576 Equity Loan Fund Fund Total Investment income: Dividends on Colonial Gas Company Common Stock $ - $ - $48,363 Interest 919 870 7,547 Total investment income 919 870 55,910 Net realized gain on disposition of investments (Note H) 1,086 - 1,098 Unrealized appreciation of investments (Notes A and G) 10,378 - 110,304 Contributions (Note C): Participants 13,562 - 193,218 Other - - 3,544 Total contributions 13,562 - 196,762 Total net additions 25,945 870 364,074 Withdrawals - - (839) Net increase 25,945 870 363,235 Plan equity: Beginning of year 27,897 9,922 637,900 Inter-fund transfers 5,727 2,061 - End of year $59,569 $12,853 $1,001,135 The accompanying notes are an integral part of these statements. CAPE COD DIVISION OF COLONIAL GAS COMPANY SAVINGS PLAN FOR LOCAL13507 NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1993, 1992 AND 1991 NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Accounting Principles The financial statements of the Cape Cod Division of Colonial Gas Company Savings Plan for Local 13507 United Steelworkers of America AFL-CIO-CLC have been prepared in conformity with generally accepted accounting principles as applied to Employee Benefit Plans and in accordance with the terms of the Trust Agreement. Valuation of Investments Investments are held by a bank-administered trust fund and are stated at their approximate market value. The change in the difference between market value and the cost of the investment is reflected in the statement of income and changes in fund equity as unrealized appreciation or (depreciation) of investments. NOTE B - SUMMARY OF PLAN PROVISIONS Effective Date: July 1,1986, as amended from time to time. Plan Year: January 1 through December 31. Coverage: All employees of Colonial Gas Company, whose terms of employment are governed by a collective bargaining agreement with Local 13507 and who satisfy the eligibility requirements. Eligibility: Employees are eligible for membership on either January or July 1 coincident with or next following the date on which they have both: (1)Attained the age of 21, and (2)Completed six months of credited service. Normal Retirement The normal retirement date of a Date: member is the first day of the month coinciding with or immediately following his 65th birthday. Normal Retirement The normal retirement benefit of a Benefit: member on his normal retirement date is equal to 100% of the amount standing to the credit of his accounts as of the valuation date immediately following or coinciding with his normal retirement date. Normal Form of The Plan offers members three methods Payment: of payment: (1) a lump sum, (2) periodic installments of substantially equal amounts over a 5, 10, or 15 year period or (3) purchase of a single premium nontransferable annuity contract from a legal reserve life insurance company. Early Retirement: A member may retire early if he has attained the age of 55 and has completed at least five years of credited service. The benefit payable upon early retirement is equal to the vested portion of the amount standing to the credit of his accounts as of the valuation date immediately preceding or coinciding with his early retirement date. Deferred Retirement: A member who works past age 65 has all the rights under the Plan that he would have prior to his normal retirement age and, upon retirement, shall be entitled to receive 100% of the amount standing to the credit of his accounts. Vesting: A member who terminates employment prior to becoming eligible for benefits has a vested right to 100% of the amount which he contributed. Forfeiture: A member who terminates his employment prior to becoming eligible for benefits and does not have a 100% vested right to Company contributions forfeits the amount not vested. Such forfeited Company contributions will be used to reduce future required Company contributions. Pre-Retirement In the event of the death of a Death: member, his designated beneficiary will be entitled to receive 100% of the amount standing to the credit of his accounts as of the valuation date coincident with or immediately preceding the member's death. Disability Benefit: A member who becomes disabled to the extent that he no longer remains in the employ of the Company is entitled to receive 100% of the amount standing to the credit of his accounts as of the valuation date immediately preceding or coinciding with the date of the member's termination of employment due to disability. Plan Administrator: Colonial Gas Company is the Plan's Administrator and will determine the benefits payable. NOTE C - CONTRIBUTIONS AND INVESTMENT PROGRAMS The investment programs of the plan are as follows: Participant contributions - upon enrollment or re-enrollment, each participant shall direct that his contributions are to be invested in accordance with any of the following investment options: (a) 100% in the Colonial Gas Company Common Stock Fund (Colonial Gas Company, $3.33 Par Value Common Stock). (b) 100% in the Money Market Fund ("BayFunds Money Market Portfolio") maintained by BayBank. This Fund consists of short-term investments including Bankers Acceptances, Certificates of Deposit and Repurchase Agreements. (c) 100% in the Equity Fund ("BayFunds Equity Portfolio") maintained by BayBank. This fund is composed of 100 - 120 common stocks meeting certain minimum requirements. (d) 100% in the Savings Fund ("BayFunds Short- Term Yield Portfolio") maintained by BayBank. This Fund involves long-term investing, with maturities of 4 years or less. These investments include U.S. Treasury and Federal Agency Obligations, Certificates of Deposit and Commercial Paper. (e) In each of the above funds in multiples of 5%. Such direction may be revised on 30 day prior notice effective January 1, April 1, July 1 or October 1 of any year (prior to 1994, revisions were only allowed effective on April 1 or October 1). (f) Upon a participant's application, the Plan Administrator may lend a participant an amount which, when aggregated with all of his other outstanding loans under the Plan, is not in excess of the lesser of $50,000 or 50% of the participant's accounts as of the date on which the loan is approved. The minimum loan permissible is $1,000. The $50,000 limit is reduced by the highest outstanding loan balance in the prior twelve month period. Colonial Gas Company contributions - Colonial Gas Company shall contribute to the Plan for each month an amount equal to 50% of an employee's pre-tax contributions up through the first 5% of their monthly compensation, as designated by the employee. Company contributions are vested at the rate of 15% per year from the date of credited service. The portion of Company contributions which are not vested remain credited to each employee's account so long as he remains an employee. Non-vested contributions are forfeited upon termination of employment and are applied to reduce subsequent Company contributions. In addition, employees may make pre-tax contributions of up to an additional 10% of their monthly compensation which are not matched by the employer. The number of participants in each fund was as follows: December 31, 1993 1992 Colonial Gas Company Common Stock Fund 72 61 Money Market Fund 16 11 Equity Fund 25 18 Savings Fund 17 5 Loan Fund 14 8 The total number of participants in the Plan was 72 and 63 at December 31, 1993 and 1992, respectively, which is less than the sum of the number of participants shown above because many were participating in more than one fund. Amounts contributed to the participants' accounts are taxable to the participants in the year of distribution. Contributions made by the participants are deductible for Federal income tax purposes up to specified limits. NOTE D - STATUS OF PLAN The Plan received a favorable determination letter from the Internal Revenue Service dated October 1, 1992, granting a qualified tax status. NOTE E - PRIORITIES UPON TERMINATION OF PLAN In the event of termination, partial termination, or discontinuance of contributions to the Plan by the Company, the rights of all members to amounts theretofore credited to their accounts shall be fully vested and nonforfeitable. In the event of termination, the Trustee shall distribute to the persons entitled thereto the balances of any undistributed accounts of terminated or retired members and the accounts of each member who continues in the employ of the Company either immediately or at such later date, no later than the termination of such employment, as the Trustee in its discretion may determine. Any distribution under this Section shall be in one lump sum. Distribution may be made wholly or partly in cash or in kind, provided that no person shall be required to accept distribution in any form other than cash. NOTE F - INVESTMENTS - OTHER December 31, 1993 Approximate Market Units Cost Value Money Market Fund: BayFunds Money Market Portfolio 65,658 $65,658 $65,658 $65,658 $65,658 Savings Fund: BayFunds Short-Term Yield Portfolio 5,558 $55,545 $55,086 $55,545 $55,086 Equity Fund: BayFunds Equity Portfolio 16,528 $168,785 $181,483 $168,785 $181,483 December 31, 1992 Approximate Market Units Cost Value Money Market Fund: Bayfunds Money Market Portfolio 49,482 $49,482 $49,482 $49,482 $49,482 Savings Fund: Bayfunds Money Market Portfolio 697 $ 697 $ 697 BayBank Employee Benefit Money Market Plus 3,815 38,323 38,834 $39,020 $39,531 Equity Fund: Bayfunds Money Market Portfolio 3,165 $3,165 $3,165 BayBank Pooled Equity Fund 485 114,812 134,890 $117,977 $138,055 NOTE G - NET UNREALIZED APPRECIATION/(DEPRECIATION) OF INVESTMENTS Colonial Gas Company Common Savings Equity Stock Fund Fund Fund Total Balance at December 31, 1990 $34,621 $100 $2,180 $36,901 Change for the year 1991 99,437 489 10,378 110,304 Balance at December 31, 1991 134,058 589 12,558 147,205 Change for the year 1992 168,368 (78) 7,521 175,811 Balance at December 31, 1992 302,426 511 20,079 323,016 Change for the year 1993 61,688 (970) (7,381) 53,337 Balance at December 31, 1993 $364,114 $ (459) $12,698 $376,353 NOTE H - NET REALIZED GAIN ON DISPOSITION OF INVESTMENTS Year Ended December 31, 1993 Colonial Gas Company Common Savings Equity Stock Fund Fund Fund Total Amount Realized $ - $47,129 $206,372 $253,501 Cost at Average - 46,387 183,073 229,460 Net realized gain $ - $742 $23,299 $24,041 Year Ended December 31, 1992 Colonial Gas Company Common Savings Equity Stock Fund Fund Fund Total Amount Realized $163,133 $28,323 $50,345 $241,801 Cost at Average 147,891 28,250 50,028 226,169 Net realized gain $15,242 $73 $317 $15,632 Year Ended December 31, 1991 Colonial Gas Company Common Savings Equity Stock Fund Fund Fund Total Amount Realized $ - $14,784 $38,049 $52,833 Cost at Average - 14,772 36,963 51,735 Net realized gain $ - $12 $1,086 $1,098 [END OF EXHIBIT 28b TO FORM 10-K/A] EX-28.C 5 EXHIBIT 28C TO FORM 10-K/A EXHIBIT 28c SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 11-K ANNUAL REPORT Pursuant to Section 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 1993 Commission File No. 33-34067 LOWELL DIVISION OF COLONIAL GAS COMPANY SAVINGS PLAN FOR LOCAL 12008 UNITED STEELWORKERS OF AMERICA AFL-CIO-CLC (Full title of the plan) COLONIAL GAS COMPANY (Name of issuer of the securities held pursuant to the plan) 40 MARKET STREET LOWELL, MASSACHUSETTS 01852 (address of plan and principal executive office of issuer) Financial Statements and Schedules The Lowell Division of Colonial Gas Company Savings Plan for Local 12008 United Steelworkers of America AFL-CIO-CLC (the "Plan") is established and maintained as a retirement program in full compliance with the Employee Retirement Income Security Act of 1974 ("ERISA"). The following plan financial statements and schedules were prepared in accordance with financial reporting requirements of ERISA and are filed herewith in lieu of the requirements of Items 1-3. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan Administrator and Barbara A. Field have duly caused this annual report to be signed by the undersigned thereunto duly authorized. LOWELL DIVISION OF COLONIAL GAS COMPANY SAVINGS PLAN FOR LOCAL 12008 UNITED STEELWORKERS OF AMERICA AFL-CIO-CLC (Name of Plan) By: Barbara A. Field, Manager of the Plan's Operations Date: April 7, 1994 COLONIAL GAS COMPANY Plan Administrator, By: C. O. Swanson, President Report of Independent Certified Public Accountants Colonial Gas Company Administrator of Lowell Division of Colonial Gas Company Savings Plan for Local 12008 We have audited the statements of financial condition of Lowell Division of Colonial Gas Company Savings Plan for Local 12008 as of December 31, 1993 and 1992, and the related statements of income and changes in fund equity for each of the three years in the period ended December 31, 1993. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements 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 incudes assessing the accounting principles used and significant estimates made by management, a well as evaluating the overall financial statement presentation. We believe 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 financial condition of Lowell Division of Colonial Gas Company Savings Plan for Local 12008 as of December 31, 1993 and 1992, and the income and changes in fund equity for each of three years in the period ended December 31, 1993, in conformity with generally accepted accounting principles. GRANT THORNTON Boston, Massachusetts April 7, 1994 LOWELL DIVISION OF COLONIAL GAS COMPANY SAVINGS PLAN FOR LOCAL 12008 STATEMENTS OF FINANCIAL CONDITION December 31, 1993 Colonial Gas Money Company Common Market Savings ASSETS Stock Fund Fund Fund Investments (Notes A and C) Common Stock of Colonial Gas Company at market value - 18,111 shares (cost $350,666) $407,498 $ - $ - Secured Notes (Note C) - - - Other (Note F) - 71,998 62,897 Total investments 407,498 71,998 62,897 Cash 10 41 - Receivable from Colonial Gas Company Participant deposits 10,235 2,156 1,731 Other 8 284 359 Due from Other Funds 1,303 - 173 Total assets $419,054 $74,479 $65,160 LIABILITIES AND EQUITY Due to Other Funds $ - $2,699 $ 763 Due to Other Plans 3,109 569 - Plan Equity - including net unrealized appreciation or depreciation of investments (Notes A and G) 415,945 71,211 64,397 Total liabilities and equity $419,054 $74,479 $65,160 The accompanying notes are an integral part of these statements. December 31, 1993 Equity Loan ASSETS Fund Fund Total Investments (Notes A and C) Common Stock of Colonial Gas Company at market value - 18,111 shares (cost $350,666) $ - $ - $407,498 Secured Notes (Note C) - 33,073 33,073 Other (Note F) 68,458 - 203,353 Total investments 68,458 33,073 643,924 Cash - - 51 Receivable from Colonial Gas Company Participant deposits 2,408 - 16,530 Other 139 - 790 Due from Other Funds 1,709 2,093 5,278 Total assets $72,714 $35,166 $666,573 LIABILITIES AND EQUITY Due to Other Funds $ - $1,816 $5,278 Due to Other Plans - - 3,678 Plan Equity - including net unrealized appreciation or depreciation of investments (Notes A and G) 72,714 33,350 657,617 Total liabilities and equity $72,714 $35,166 $ 666,573 The accompanying notes are an integral part of these statements. LOWELL DIVISION OF COLONIAL GAS COMPANY SAVINGS PLAN FOR LOCAL 12008 STATEMENTS OF FINANCIAL CONDITION December 31, 1992 Colonial Gas Money Company Common Market Savings ASSETS Stock Fund Fund Fund Investments (Notes A and C) Common Stock of Colonial Gas Company at market value - 12,534 shares (cost $219,747) $266,348 $ - $ - Secured Notes (Note C) - - - Other (Note F) - 72,855 53,384 Total investments 266,348 72,855 53,384 Cash - - 88 Receivable from Colonial Gas Company Participant deposits 7,483 2,317 1,405 Other 2 199 269 Due from Other Funds 992 47 - Total assets $274,825 $75,418 $55,146 LIABILITIES AND EQUITY Due to Other Funds $ - $ - $ - Plan Equity - including net unrealized appreciation or depreciation of investments (Notes A and G) 274,825 75,418 55,146 Total liabilities and equity $274,825 $75,418 $55,146 The accompanying notes are an integral part of these statements. December 31, 1992 Equity Loan ASSETS Fund Fund Total Investments (Notes A and C) Common Stock of Colonial Gas Company at market value - 12,534 shares (cost $219,747) $ - $ - $266,348 Secured Notes (Note C) - 17,676 17,676 Other (Note F) 34,602 - 160,841 Total investments 34,602 17,676 444,865 Cash 61 - 149 Receivable from Colonial Gas Company Participant deposits 1,700 - 12,905 Other 62 - 532 Due from Other Funds 422 - 1,461 Total assets $36,847 $17,676 $459,912 LIABILITIES AND EQUITY Due to Other Funds $ - $1,461 $1,461 Plan Equity - including net unrealized appreciation or depreciation of investments (Notes A and G) 36,847 16,215 458,451 Total liabilities and equity $36,847 $17,676 $459,912 The accompanying notes are an integral part of these statements. LOWELL DIVISION OF COLONIAL GAS COMPANY SAVINGS PLAN FOR LOCAL 12008 STATEMENTS OF INCOME AND CHANGES IN FUND EQUITY Year Ended December 31, 1993 Colonial Gas Money Company Common Market Savings ASSETS Stock Fund Fund Fund Investment income: Dividends on Colonial Gas Company Common Stock $18,760 $ - $ - Dividends - - 3,040 Interest 47 2,710 555 Total investment income 18,807 2,710 3,595 Net realized gain on disposition of investments (Note H) - - 789 Unrealized appreciation/(depreciation) of investments (Notes A and G) 10,231 - (1,028) Contributions (Note C): Participants 97,802 25,647 17,948 Other - 12 - Total contributions 97,802 25,659 17,948 Total net additions 126,840 28,369 21,304 Net increase Transfers to Other Plans (3,109) (2,093) (763) Plan equity: Beginning of year 274,825 75,418 55,146 Inter-fund transfers 17,389 (30,483) (11,290) End of year $415,945 $71,211 $64,397 The accompanying notes are an integral part of these statements. Year Ended December 31, 1993 Equity Loan ASSETS Fund Fund Total Investment income: Dividends on Colonial Gas Company Common Stock $ - $ - $18,760 Dividends 1,058 - 4,098 Interest 46 1,037 4,395 Total investment income 1,104 1,037 27,253 Net realized gain on disposition of investments (Note H) 5,025 - 5,814 Unrealized appreciation/(depreciation) of investments (Notes A and G) (291) - 8,912 Contributions (Note C): Participants 20,374 - 161,771 Other - - 12 Total contributions 20,374 - 161,783 Total net additions 26,212 1,037 203,762 Net increase Transfers to Other Plans 1,369 - (4,596) Plan equity: Beginning of year 36,847 16,215 458,451 Inter-fund transfers 8,286 16,098 - End of year $72,714 $33,350 $657,617 The accompanying notes are an integral part of these statements. LOWELL DIVISION OF COLONIAL GAS COMPANY SAVINGS PLAN FOR LOCAL 12008 STATEMENTS OF INCOME AND CHANGES IN FUND EQUITY Year Ended December 31, 1992 Colonial Gas Money Company Common Market Savings ASSETS Stock Fund Fund Fund Investment income: Dividends on Colonial Gas Company Common Stock $11,228 $ - $ - Interest 88 2,529 2,703 Total investment income 11,316 2,529 2,703 Net realized gain on disposition of investments (Note H) 1,164 - 4 Unrealized appreciation/(depreciation) of investments (Notes A and G) 29,988 - 56 Contributions (Note C): Participants 67,909 25,648 12,209 Other 10,525 5,263 5,263 Total contributions 78,434 30,911 17,472 Total net additions 120,902 33,440 20,235 Net increase 120,902 33,440 20,235 Plan equity: Beginning of year 122,774 72,421 35,567 Inter-fund transfers 31,149 (30,443) (656) End of year $274,825 $75,418 $55,146 The accompanying notes are an integral part of these statements. Year Ended December 31, 1992 Equity Loan ASSETS Fund Fund Total Investment income: Dividends on Colonial Gas Company Common Stock $ - $ - $11,228 Interest 860 3,530 9,710 Total investment income 860 3,530 20,938 Net realized gain on disposition of investments (Note H) 2,353 - 3,521 Unrealized appreciation/(depreciation) of investments (Notes A and G) (1,364) - 28,680 Contributions (Note C): Participants 20,510 - 126,276 Other - - 21,051 Total contributions 20,510 - 147,327 Total net additions 22,359 3,530 200,466 Net increase 22,359 3,530 200,466 Plan equity: Beginning of year 22,469 4,754 257,985 Inter-fund transfers (7,981) 7,931 - End of year $36,847 $16,215 $458,451 The accompanying notes are an integral part of these statements. LOWELL DIVISION OF COLONIAL GAS COMPANY SAVINGS PLAN FOR LOCAL 12008 STATEMENTS OF INCOME AND CHANGES IN FUND EQUITY Year Ended December 31, 1991 Colonial Gas Money Company Common Market Savings Stock Fund Fund Fund Investment income: Dividends on Colonial Gas Company Common Stock $ 6,309 $ - $ - Interest 41 3,937 2,044 Total investment income 6,350 3,937 2,044 Net realized gain on disposition of investments (Note H) - - 11 Unrealized appreciation of investments (Notes A and G) 13,516 - 411 Contributions (Note C): Participants 47,512 32,087 12,603 Other 3,688 3,688 - Total contributions 51,200 35,775 12,603 Total net additions 71,066 39,712 15,069 Transfers to other plans (9,127) - - Withdrawals - (2,839) - Total deductions (9,127) (2,839) - Net increase (decrease) 61,939 36,873 15,069 Plan equity: Beginning of year 53,442 53,387 22,534 Inter-fund transfers 7,393 (17,839) (2,036) End of year $122,774 $72,421 $35,567 The accompanying notes are an integral part of these statements. LOWELL DIVISION OF COLONIAL GAS COMPANY SAVINGS PLAN FOR LOCAL 12008 STATEMENTS OF INCOME AND CHANGES IN FUND EQUITY Year Ended December 31, 1991 Equity Loan Fund Fund Total Investment income: Dividends on Colonial Gas Company Common Stock $ - $ - $6,309 Interest 468 94 6,584 Total investment income 468 94 12,893 Net realized gain on disposition of investments (Note H) 1,382 - 1,393 Unrealized appreciation of investments (Notes A and G) 4,398 - 18,325 Contributions (Note C): Participants 7,234 - 99,436 Other - - 7,376 Total contributions 7,234 - 106,812 Total net additions 13,482 94 139,423 Transfers to other plans (13,538) - (22,665) Withdrawals - - (2,839) Total deductions (13,538) - (25,504) Net increase (decrease) (56) 94 113,919 Plan equity: Beginning of year 14,797 1,339 145,499 Inter-fund transfers 7,728 4,754 - End of year $22,469 $6,187 $259,418 The accompanying notes are an integral part of these statements. LOWELL DIVISION OF COLONIAL GAS COMPANY SAVINGS PLAN FOR LOCAL 12008 NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1993, 1992 AND 1991 NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Accounting Principles The financial statements of the Lowell Division of Colonial Gas Company Savings Plan for Local 12008 United Steelworkers of America AFL-CIO-CLC have been prepared in conformity with generally accepted accounting principles as applied to Employee Benefit Plans and in accordance with the terms of the Trust Agreement. Valuation of Investments Investments are held by a bank-administered trust fund and are stated at their approximate market value. The change in the difference between market value and the cost of the investment is reflected in the statement of income and changes in fund equity as unrealized appreciation or (depreciation) of investments. NOTE B - SUMMARY OF PLAN PROVISIONS Effective Date: September 1, 1988 and as amended. Plan Year: January 1 through December 31. Coverage: All employees of Colonial Gas Company, whose terms of employment are governed by a collective bargaining agreement with Local 12008 and who satisfy the eligibility requirements. Eligibility: Employees are eligible for membership on either January or July 1 coincident with or next following the date on which they have both: (1)Attained the age of 21, and (2)Completed six months of credited service. Normal Retirement The normal retirement date of a Date: member is the first day of the month coinciding with or immediately following his 65th birthday. Normal Retirement The normal retirement benefit of a Benefit: member on his normal retirement date is equal to 100% of the amount standing to the credit of his accounts as of the valuation date immediately preceding or coinciding with his normal retirement date. NOTE B - SUMMARY OF PLAN PROVISIONS - Continued Normal Form of The Plan offers members three methods Payment: of payment: (1) a lump sum, (2) periodic installments of substantially equal amounts over a 5, 10, or 15 year period or (3) purchase of a single premium nontransferable annuity contract from a legal reserve life insurance company. Early Retirement: A member may retire early if he has attained the age of 55 and has completed at least five years of credited service. The benefit payable upon early retirement is equal to the vested portion of the amount standing to the credit of his accounts as of the valuation date immediately preceding or coinciding with his early retirement date. Deferred Retirement: A member who works past age 65 has all the rights under the Plan that he would have prior to his normal retirement age and, upon retirement, shall be entitled to receive 100% of the amount standing to the credit of his accounts. Vesting: A member who terminates employment prior to becoming eligible for benefits has a vested right to 100% of the amount which he contributed. Forfeiture: A member who terminates his employment prior to becoming eligible for benefits and does not have a 100% vested right to Company contributions forfeits the amount not vested. Such forfeited Company contributions will be used to reduce future required Company contributions. Pre-Retirement In the event of the death of a Death: member, his designated beneficiary will be entitled to receive 100% of the amount standing to the credit of his accounts as of the valuation date coincident with or immediately preceding the member's death. Disability Benefit: A member who becomes disabled to the extent that he no longer remains in the employ of the Company is entitled to receive 100% of the amount standing to the credit of his accounts as of the valuation date immediately preceding or coinciding with the date of the member's termination of employment due to disability. Plan Administrator: Colonial Gas Company is the Plan's Administrator and will determine the benefits payable. NOTE C - CONTRIBUTIONS AND INVESTMENT PROGRAMS The investment programs of the plan are as follows: Participant contributions - upon enrollment or re-enrollment, each participant shall direct that his contributions are to be invested in accordance with any of the following investment options: (a) 100% in the Colonial Gas Company Common Stock Fund (Colonial Gas Company, $3.33 Par Value Common Stock). (b) 100% in the Money Market Fund ("BayFunds Money Market Porfolio") maintained by BayBank. This Fund consists of short-term investments including Bankers Acceptances, Certificates of Deposit and Repurchase Agreements. (c) 100% in the Equity Fund ("BayFunds Equity Porfolio") maintained by BayBank. This fund is composed of 100 - 120 common stocks meeting certain minimum requirements. (d) 100% in the Savings Fund ("BayFunds Short Term Yield Porfolio") maintained by BayBank. This Fund involves long-term investing, with maturities of 4 years or less. These investments include U.S. Treasury and Federal Agency Obligations, Certificates of Deposit and Commercial Paper. (e) In each of the above funds in multiples of 5%. Such direction may be revised on 30 day prior notice effective January 1, April 1, July 1 or October 1 of any year (prior to 1994, revisions were only allowed effective on April 1 or October 1). (f) Upon a participant's application, the Plan Administrator may lend a participant an amount which, when aggregated with all of his other outstanding loans under the Plan, is not in excess of the lesser of $50,000 or 50% of the participant's accounts as of the date on which the loan is approved. The minimum loan permissible is $1,000. The $50,000 limit is reduced by the highest outstanding loan balance in the prior twelve month period. Colonial Gas Company contributions - Colonial Gas Company shall match contributions to the Plan, at the rate of 50 cents on the dollar, for the first 5% of an employee's contribution as of April 15, 1995. The number of participants in each fund was as follows: December 31, 1993 1992 Colonial Gas Company Common Stock Fund 55 47 Money Market Fund 21 20 Equity Fund 21 15 Savings Fund 16 15 Loan Fund 10 5 The total number of participants in the Plan was 64 and 58 at December 31, 1993 and 1992, respectively, which is less than the sum of the number of participants shown above because many were participating in more than one fund. Amounts contributed to the participants' accounts are taxable to the participants in the year of distribution. Contributions made by the participants are deductible for Federal income tax purposes up to specified limits. NOTE D - STATUS OF PLAN The Plan received a favorable determination letter from the Internal Revenue Service dated October 1, 1992, granting a qualified tax status. NOTE E - PRIORITIES UPON TERMINATION OF PLAN In the event of termination, partial termination, or discontinuance of contributions to the Plan by the Company, the rights of all members to amounts theretofore credited to their accounts shall be fully vested and nonforfeitable. In the event of termination, the Trustee shall distribute to the persons entitled thereto the balances of any undistributed accounts of terminated or retired members and the accounts of each member who continues in the employ of the Company either immediately or at such later date, no later than the termination of such employment, as the Trustee in its discretion may determine. Any distribution under this Section shall be in one lump sum. Distribution may be made wholly or partly in cash or in kind, provided that no person shall be required to accept distribution in any form other than cash. NOTE F - INVESTMENTS - OTHER December 31, 1993 Approximate Market Units Cost Value Money Market Fund: BayFunds Money Market Portfolio 71,998 $71,998 $71,998 $71,998 $71,998 Pooled Savings Fund: BayFunds Short Term Yield Portfolio 6,347 $63,392 $62,897 $63,392 $62,897 Pooled Equity Fund: BayFunds Equity Portfolio 6,235 $64,502 $68,458 $64,502 $68,458 December 31, 1992 Approximate Market Units Cost Value Money Market Fund: BayFunds Money Market Portfolio 72,855 $72,855 $72,855 $72,855 $72,855 Pooled Savings Fund: BayFunds Money Market Portfolio 6,692 $6,692 $6,692 BayBank Employee Benefit Money Market Plus 4,587 46,159 46,692 $52,851 $53,384 Pooled Equity Fund: BayBank Money Market Portfolio 1,784 $1,784 $1,784 BayBank Pooled Equity Fund 118 28,571 32,818 $30,355 $34,602 NOTE G - NET UNREALIZED APPRECIATION/(DEPRECIATION) OF INVESTMENTS Colonial Gas Company Common Savings Equity Stock Fund Fund Fund Total Balance at December 31, 1990 $3,097 $ 66 $1,213 $4,376 Change for the year 1991 13,516 411 4,398 18,325 Balance at December 31, 1991 16,613 477 5,611 22,701 Change for the year 1992 29,988 56 (1,364) 28,680 Balance at December 31, 1992 46,601 533 4,247 51,381 Change for the year 1993 10,231 (1,028) (291) 8,912 Balance at December 31, 1993 $56,832 $(495) $3,956 $60,293 NOTE H - NET REALIZED GAIN ON DISPOSITION OF INVESTMENTS Year Ended December 31, 1993 Colonial Gas Company Common Savings Equity Stock Fund Fund Fund Total Amount Realized $ - $85,859 $52,459 $138,318 Cost at Average - 85,070 47,434 132,504 Net realized gain $ - $ 789 $5,025 $ 5,814 Year Ended December 31, 1992 Colonial Gas Company Common Savings Equity Stock Fund Fund Fund Total Amount Realized $ 79,139 $14,591 $89,454 $183,184 Cost at Average 77,975 14,587 87,101 179,663 Net realized gain $ 1,164 $ 4 $2,353 $ 3,521 Year Ended December 31, 1991 Colonial Gas Company Common Savings Equity Stock Fund Fund Fund Total Amount Realized $ - $15,806 $33,613 $49,419 Cost at Average - 15,795 32,231 48,026 Net realized gain $ - $ 11 $1,382 $1,393 [END OF EXHIBIT 28c TO FORM 10-K/A] -----END PRIVACY-ENHANCED MESSAGE-----