-----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, gHf1HYNj04qKAHeWBq2HAzmnlOV+UPwQz+9WjIKP3PKas0hpLAtF4yveQCTjOkp8 tYYU4oUVK369U8aexespWg== 0000071297-94-000015.txt : 19940503 0000071297-94-000015.hdr.sgml : 19940503 ACCESSION NUMBER: 0000071297-94-000015 CONFORMED SUBMISSION TYPE: U5S PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19931231 FILED AS OF DATE: 19940502 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEW ENGLAND ELECTRIC SYSTEM CENTRAL INDEX KEY: 0000071297 STANDARD INDUSTRIAL CLASSIFICATION: 4911 IRS NUMBER: 041663060 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: U5S SEC ACT: 1935 Act SEC FILE NUMBER: 001-03446 FILM NUMBER: 94525567 BUSINESS ADDRESS: STREET 1: 25 RESEARCH DR CITY: WESTBOROUGH STATE: MA ZIP: 01581 BUSINESS PHONE: 5083669011 U5S 1 File No. 30-33 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. FORM U-5-S ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31, 1993 Filed pursuant to the Public Utility Holding Company Act of 1935 by LOGO NEW ENGLAND ELECTRIC SYSTEM 25 Research Drive, Westborough, Massachusetts 01582 Item 1. SYSTEM COMPANIES AND INVESTMENT THEREIN AS OF DECEMBER 31, 1993 (1)
Value Per Books of Percent of Issuer and Number of Voting Power Carrying Name of Company Common Shares (100% unless Value (and abbreviation used herein) Owned Specified) to Owner - ------------------------------ ------------- ------------ --------- (000's) New England Electric System (Voluntary Association) (NEES) None Granite State Electric Company (Granite) 60,400 $ 17,294 Massachusetts Electric Company (Mass Electric) 2,398,111 382,506 The Narragansett Electric Company (Narragansett) 1,132,487 183,283 Narragansett Energy Resources Company (NERC) 25 659 Unsecured Debt - 38,115 New England Electric Resources, Inc. (NEERI) (2) 1,000 (199) Unsecured Debt - 265 New England Hydro-Transmission Electric Company, Inc. (NEHTEC) 2,017,352 53.97 35,452 New England Hydro-Transmission Corporation (NEHTC) 11,600 53.97 21,381 New England Electric Transmission Corporation (NEET) 180 4,703 New England Energy Incorporated (NEEI) (3) 2,500 (20,184) Unsecured debt - 29,708 New England Power Service Company (NEPSCO) 3 1,508 New England Power Company (NEP) 6,449,896 98.77 849,789 ---------- $1,544,280 ========== New England Hydro Finance Company (NEHFC) (4) 504 53.97 $ 5 NERC Ocean State Power (5) - 35.69 $ 22,287 Ocean State Power II (5) - 35.69 $ 17,686 NEP Connecticut Yankee Atomic Power Company 52,500 15 $ 14,867 Maine Yankee Atomic Power Company 100,000 20 $ 13,750 Vermont Yankee Nuclear Power Corporation 80,002 20 $ 10,547 Yankee Atomic Electric Company 46,020 30 $ 7,179 New England Wholesale Electric Company (6)* - -------------------- *Inactive. (1) Attached as Exhibit E.2. hereto is a schedule showing investments during the year ended December 31, 1993 in the NEES Money Pool, through which certain System companies lend to or borrow from other System companies (Commission File Nos. 70-7765, 70-8043, and 70-8261).
(2) NEERI was established in 1992 as a new, wholly-owned, non-utility subsidiary of NEES. NEERI provides consulting services domestically and internationally to non-affiliates. NEERI may provide consulting services in energy related areas such as energy conservation, independent power purchases, least-cost planning, electric system operations, rates and regulation, cost control, and quality management. (3) Samedan/NEEI Exploration Company is a partnership engaged in oil and gas exploration and development. NEEI owns a 50% interest in the partnership and had invested $701,015,633 in the partnership as of December 31, 1993. (4) NEHFC has two shareholders, NEHTEC and NEHTC, which each have a 50% interest. The tabulation shown above reflects NEES' indirect ownership in NEHFC. (5) Both Ocean State Power and Ocean State Power II are general partnerships; NERC owns a 20% equity interest in each. (6) Incorporated in 1972; not yet capitalized. Item 2. ACQUISITION OR SALES OF UTILITY ASSETS (None to be reported.) Item 3. ISSUE, SALE, PLEDGE, GUARANTEE OR ASSUMPTION OF SYSTEM SECURITIES (None to be reported.) Item 4. ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM SECURITIES
Calendar Year 1993 ------------------ Name of Company Acquiring, Redeeming Number of Shares or Retiring or Principal Amount Commission Securities ------------------------ Authorization (Issuer unless Redeemed or (Release No. Name of Issuer otherwise noted) Acquired Retired (1) Consideration or Other) -------------- ---------------- -------- ------------- ------------- -------------- GRANITE Unsecured Note $ 1,400,000 $ 1,400,000 23595 & 24272 MASS. ELECTRIC Bonds $117,000,000 $117,000,000 (A) Preferred Stock $ 35,000,000 $ 35,000,000 25733 NEHFC Secured Notes $ 11,520,000 $ 11,520,000 25304 NEEI Sub. Promissory Note NEES $ 235,065 $ 235,065 (B) Sub. Promissory Note $ 26,025,000 $ 26,025,000 (B) NEET Common Stock 15 shares $ 388,181 24162 Secured Note $ 4,032,000 $ 4,032,000 24162 NARRAGANSETT Bonds $ 14,900,000 $ 14,900,000 (A) Preferred Stock $ 10,000,000 $ 10,000,000 25732 NEP Bonds $224,000,000 $224,000,000 (A) Preferred Stock $ 25,000,000 $ 25,000,000 25854 NEERI Sub. Promissory Note NEES $ 265,000 $ 265,000 25621 - -------------------- (1) Securities were extinguished. (A) Rule 42(b)(2) and 42(b)(4). (B) SEC Release No 24847 and Rule 45(b)(3).
Item 5. INVESTMENTS IN SECURITIES OF NONSYSTEM COMPANIES As of December 31, 1993.
Number of Shares or General Principal Percent Nature Carrying Amount Voting of Issuer's Value Name of Owner Name of Issuer Security Owned Owned Power Business to Owner - ------------- -------------- -------------- --------- ------- ----------- ----------- (in thous.) NEES UNITIL Corporation Capital Stock 34,400 shs. 0.8 Public $303 no par value Utility Three Two business Stocks $ 74 Subsidiaries development (A) corporations - -------------------- (A) Mass. Electric, Narragansett, and NEP.
Item 6. OFFICERS AND DIRECTORS Part I. As of December 31, 1993. (Note A)
Mass NEES Granite Elec NARRA NEEI NEERI NEET NEP NEPSCO NEHTC NEHTEC NERC NEHFC ---- ------- ---- ----- ---- ----- ---- --- ------ ----- ------ ---- ----- Andrew H. Aitken VP s - --------------------------------------------------------------------------------------------------------------------------------- John Amoroso 245 S. Main Street, Hopedale, MA VP s - --------------------------------------------------------------------------------------------------------------------------------- Lawrence E. Bailey VP s - --------------------------------------------------------------------------------------------------------------------------------- Thomas J. Bascetta RR 2, Box 44, Plainfield Rd., W. Lebanon, NH D f - --------------------------------------------------------------------------------------------------------------------------------- Urville J. Beaumont 8 Samoset Dr., Salem, NH D f - --------------------------------------------------------------------------------------------------------------------------------- Francis X. Beirne 280 Melrose St., Providence, RI VP s - --------------------------------------------------------------------------------------------------------------------------------- Aurolyn R. Boda VP s - --------------------------------------------------------------------------------------------------------------------------------- Joan T. Bok D Ch D D D VCh D D D VCh D VCh s D D D D - --------------------------------------------------------------------------------------------------------------------------------- Marilyn R. Campbell 79 Brady Avenue, Salem, NH D f - --------------------------------------------------------------------------------------------------------------------------------- Stephen A. Cardi 400 Lincoln Ave., Warwick, RI D f - --------------------------------------------------------------------------------------------------------------------------------- John G. Cochrane T T T VP s T T T T - --------------------------------------------------------------------------------------------------------------------------------- Eric P. Cody VP s - --------------------------------------------------------------------------------------------------------------------------------- Sally L. Collins 23 Ridgewood Terrace, Northampton, MA D f - --------------------------------------------------------------------------------------------------------------------------------- Dan C. Delurey 601 Pennsylvania Ave., N.W., Suite 620-N, Washington, DC VP s - --------------------------------------------------------------------------------------------------------------------------------- Item 6. OFFICERS AND DIRECTORS Part I. As of December 31, 1993 (continued). (Note A) Mass NEES Granite Elec NARRA NEEI NEERI NEET NEP NEPSCO NEHTC NEHTEC NERC NEHFC ---- ------- ---- ----- ---- ----- ---- --- ------ ----- ------ ---- ----- John H. Dickson D P s - --------------------------------------------------------------------------------------------------------------------------------- Jeffrey A. Donahue VP VP s VP VP - --------------------------------------------------------------------------------------------------------------------------------- Richard W. Frost 280 Melrose Street, Providence, RI VP s - --------------------------------------------------------------------------------------------------------------------------------- Frances H. Gammell 200 Providence Street, W. Warwick, RI D f - --------------------------------------------------------------------------------------------------------------------------------- Ronald T. Gerwatowski 280 Melrose Street, Providence, RI S s - --------------------------------------------------------------------------------------------------------------------------------- Don F. Goodwin VP s - --------------------------------------------------------------------------------------------------------------------------------- Frederic E. Greenman Sr-VP S D D D D VP D VP s D D D D - --------------------------------------------------------------------------------------------------------------------------------- Gregory A. Hale 548 Haydenville Road, Northampton, MA VP s - --------------------------------------------------------------------------------------------------------------------------------- George W. Harris Ledge Road, Pelham, NH D f - --------------------------------------------------------------------------------------------------------------------------------- Nicholas D. N. Harvey, Jr. 41 S. Park Street, Hanover, NH D f - --------------------------------------------------------------------------------------------------------------------------------- David L. Holt E-VP s - --------------------------------------------------------------------------------------------------------------------------------- Charles B. Housen 120 E. Main Street Erving, MA D f - --------------------------------------------------------------------------------------------------------------------------------- Alfred D. Houston E-VP VP T D P D D VP D P s D D D D - --------------------------------------------------------------------------------------------------------------------------------- Item 6. OFFICERS AND DIRECTORS Part I. As of December 31, 1993 (continued). (Note A) Mass NEES Granite Elec NARRA NEEI NEERI NEET NEP NEPSCO NEHTC NEHTEC NERC NEHFC ---- ------- ---- ----- ---- ----- ---- --- ------ ----- ------ ---- ----- Michael E. Jesanis T T T T s - --------------------------------------------------------------------------------------------------------------------------------- Paul L. Joskow 7 Chilton Street, Brookline, MA D f - --------------------------------------------------------------------------------------------------------------------------------- David C. Kennedy VP s - --------------------------------------------------------------------------------------------------------------------------------- Joseph J. Kirby 23 Broad Street, Westerly, RI D f - --------------------------------------------------------------------------------------------------------------------------------- John M. Kucharski 45 William Street, Wellesley, MA D f - --------------------------------------------------------------------------------------------------------------------------------- Edward H. Ladd 125 Claybrook Rd., Dover, MA D f - --------------------------------------------------------------------------------------------------------------------------------- Cheryl A. LaFleur VP s - --------------------------------------------------------------------------------------------------------------------------------- John L. Levett D P s - --------------------------------------------------------------------------------------------------------------------------------- James V. Mahoney 280 Melrose St., Providence, RI VP s - --------------------------------------------------------------------------------------------------------------------------------- John F. Malley VP s - --------------------------------------------------------------------------------------------------------------------------------- Paul R. Marshall 1101 Turnpike St., No. Andover, MA S s S S - --------------------------------------------------------------------------------------------------------------------------------- Robert L. McCabe 280 Melrose Street, Providence, RI D P s - --------------------------------------------------------------------------------------------------------------------------------- Kathryn A. McCarthy 1580 Massachusetts Avenue, Apt. 5D, Cambridge, MA D f - --------------------------------------------------------------------------------------------------------------------------------- Item 6. OFFICERS AND DIRECTORS Part I. As of December 31, 1993 (continued). (Note A) Mass NEES Granite Elec NARRA NEEI NEERI NEET NEP NEPSCO NEHTC NEHTEC NERC NEHFC ---- ------- ---- ----- ---- ----- ---- --- ------ ----- ------ ---- ----- Joshua A. McClure P.O. Box 1119, Westerly, RI D f - --------------------------------------------------------------------------------------------------------------------------------- Howard W. McDowell D T Co Co Co Co Co s Co Co Co Co - --------------------------------------------------------------------------------------------------------------------------------- Malcolm McLane One Eagle Sq., Concord, NH D f - --------------------------------------------------------------------------------------------------------------------------------- Robert H. McLaren VP s - --------------------------------------------------------------------------------------------------------------------------------- Felix A. Mirando, Jr. 240 N. County Rd., Palm Beach, FL D f - --------------------------------------------------------------------------------------------------------------------------------- Howard R. Mortenson P.O. Box 885 Charlestown, NH D f - --------------------------------------------------------------------------------------------------------------------------------- Charles H. Moser VP s - --------------------------------------------------------------------------------------------------------------------------------- John W. Newsham VP D E-VP D D s P D - --------------------------------------------------------------------------------------------------------------------------------- Chester O. Paradise VP s - --------------------------------------------------------------------------------------------------------------------------------- Lydia M. Pastuszek 1101 Turnpike St., No. Andover, MA P D s VP - --------------------------------------------------------------------------------------------------------------------------------- Anthony C. Pini VP s - --------------------------------------------------------------------------------------------------------------------------------- Kirk L. Ramsauer C s C C - --------------------------------------------------------------------------------------------------------------------------------- John F. Reilly 1 Merrimack Plaza, Lowell, MA D f - --------------------------------------------------------------------------------------------------------------------------------- Lawrence J. Reilly VP s - --------------------------------------------------------------------------------------------------------------------------------- John W. Rowe P D D D Ch D D D Ch D Ch D s D D D D - --------------------------------------------------------------------------------------------------------------------------------- Item 6. OFFICERS AND DIRECTORS Part I. As of December 31, 1993 (continued). (Note A) Mass NEES Granite Elec NARRA NEEI NEERI NEET NEP NEPSCO NEHTC NEHTEC NERC NEHFC ---- ------- ---- ----- ---- ----- ---- --- ------ ----- ------ ---- ----- George M. Sage P.O. Box 9527, Providence, RI D f - --------------------------------------------------------------------------------------------------------------------------------- Nancy H. Sala 939 Southbridge St., Worcester, MA VP s - --------------------------------------------------------------------------------------------------------------------------------- Richard P. Sergel VP Ch D Ch D Ch D D D s - --------------------------------------------------------------------------------------------------------------------------------- Richard M. Shribman 101 Washington Street, Salem, MA D f - --------------------------------------------------------------------------------------------------------------------------------- Dennis E. Snay 170 Medford St., Malden, MA VP s - --------------------------------------------------------------------------------------------------------------------------------- Charles E. Soule 18 Chestnut Street, Worcester, MA D f - --------------------------------------------------------------------------------------------------------------------------------- Jeffrey D. Tranen VP VP D D P D P D D s P D P D D P D - --------------------------------------------------------------------------------------------------------------------------------- William E. Trueheart Box 49, Bryant College, Smithfield, RI D f - --------------------------------------------------------------------------------------------------------------------------------- Arnold H. Turner VP VP s VP VP VP - --------------------------------------------------------------------------------------------------------------------------------- Jeffrey W. VanSant VP VP s - --------------------------------------------------------------------------------------------------------------------------------- William Watkins, Jr. 280 Melrose Street, Providence, RI E-VP s - --------------------------------------------------------------------------------------------------------------------------------- Roslyn M. Watson 25 Braddock Park, Boston, MA D f - --------------------------------------------------------------------------------------------------------------------------------- Item 6. OFFICERS AND DIRECTORS Part I. As of December 31, 1993 (continued). (Note A) Mass NEES Granite Elec NARRA NEEI NEERI NEET NEP NEPSCO NEHTC NEHTEC NERC NEHFC ---- ------- ---- ----- ---- ----- ---- --- ------ ----- ------ ---- ----- Anne Wexler 1317 F Street, N.W., Washington, DC D f - --------------------------------------------------------------------------------------------------------------------------------- John A. Wilson, Jr. 49 Madison Ave., No. Kingston, RI D f - --------------------------------------------------------------------------------------------------------------------------------- James Q. Wilson 32910 Camino de Buena Ventura, Malibu, CA D f - --------------------------------------------------------------------------------------------------------------------------------- James R. Winoker P.O. Box 9006, Providence, RI D f - --------------------------------------------------------------------------------------------------------------------------------- Robert King Wulff C C S C s S - --------------------------------------------------------------------------------------------------------------------------------- Geraldine M. Zipser C s - --------------------------------------------------------------------------------------------------------------------------------- Key: Ch-Chairman; VCh-Vice Chairman; D-Director; P-President; E-VP-Executive Vice President; Sr-VP-Senior Vice President; VP-F-Vice President--Finance; VP-Vice President; T-Treasurer; Co-Controller; C-Clerk; S-Secretary; s-Salary; f-Fee. Note A: Address is 25 Research Drive, Westborough, Massachusetts 01582 unless otherwise indicated.
Item 6. OFFICERS AND DIRECTORS Part II. Financial Connections as of December 31, 1993. Position Name and Held in Name of Location of Financial Applicable Officer or Financial Institution Exemption Director Institution (a) Rule ---------- ----------- ----------- ---------- Thomas J. Bascetta Landmark Bank, D d Lebanon, NH George W. Harris Pelham Bank & Trust Co., D d Pelham, NH Joseph J. Kirby The Washington Trust Co., P, D d Westerly, RI The Washington Trust Bancorp, Inc., Westerly, RI P d John M. Kucharski State Street Boston Corp., D b Boston, MA Robert L. McCabe Citizen Savings Bank, D d,g Providence, RI Felix A. Mirando, Jr. Fleet National Bank, D b Providence, RI John W. Rowe First National Bank of Boston, D b,d,e,f,g Boston, MA Bank of Boston Corporation, D b,d,e,f,g Boston, MA Richard M. Shribman Eastern Bank Corporation, T, D d Lynn, MA Eastern Bank, D d Lynn, MA William E. Trueheart Fleet National Bank, D d Providence, RI William Watkins, Jr. Rhode Island Hospital Trust D g National Bank, Providence, RI - -------------------- a - D-Director; P-President; T-Trustee b - Rule 70(a) c - Rule 70(b) d - Rule 70(c) e - Rule 70(d) f - Rule 70(e) g - Rule 70(f) Item 6. OFFICERS AND DIRECTORS Part III. Disclosures made in proxy statements and annual reports on Form 10-K, filed in 1994, follow: NEES Summary Compensation Table ------------------------------- Long-Term Compen- Annual Compensation (b) sation ------------------------ --------- Other Name and Annual Restricted Principal Compensa- Share All Other Position Year Salary Bonus tion Awards Compensa- (a) ($) ($)(c) ($)(d) ($)(e) tion($)(f) - --------- ---- ------- ------ --------- ---------- --------- John W. Rowe 1993 433,908 268,323 5,548 129,873 5,711 (g) President 1992 433,908 162,728 5,451 132,804 5,503 and 1991 384,306 162,207 5,248 140,094 5,164 Chief Execu- tive Officer Joan T. Bok 1993 358,656 215,818 7,715 107,376 7,996 (h) Chairman 1992 358,656 134,885 6,593 109,785 7,565 1991 332,106 141,066 6,701 121,084 7,726 Alfred D. 1993 212,904 152,939 3,522 44,465 5,082 (i) Houston 1992 212,904 82,816 3,494 44,607 5,029 Executive 1991 184,536 60,736 3,486 33,144 4,389 Vice President Frederic E. 1993 212,904 129,239 3,670 39,276 5,355 (j) Greenman 1992 203,112 76,624 3,599 41,103 5,028 Senior Vice 1991 175,752 61,473 3,531 33,734 4,414 President and Secre- tary Jeffrey D. 1993 175,330 122,896 3,260 35,906 3,906 (k) Tranen 1992 157,890 68,316 2,684 31,007 3,818 Vice 1991 134,550 57,536 2,324 21,750 3,457 President - -------------------- (a) Officers of NEES also hold various positions with subsidiary companies. Compensation for these positions is included in this table. (b) Includes deferred compensation in category and year earned. (c) The bonus figure represents the cash bonuses under an incentive compensation plan, special bonuses, the goals program award, and the variable portion of the incentive thrift plan match by NEES. See description under Plan Summaries. (d) Includes amounts reimbursed by NEES for the payment of taxes. (e) These shares receive the same dividends as the other common shares of NEES. The shares become unrestricted after five years. See also Payments Upon a Change in Control, below. As of December 31, 1993, the following executive officers held the amount of restricted shares with the value indicated: Mr. Rowe 11,807 shares, $461,949 value; Mrs. Bok 10,241 shares, $400,679 value; Mr. Houston 3,251 shares, $127,195 value; Mr. Greenman 3,220 shares, $125,983 value; and Mr. Tranen 2,173 shares, $85,019 value. The value was calculated by multiplying the closing market price on December 31, 1993 by the number of shares. (f) Includes NEES contributions to life insurance and the incentive thrift plan that are not bonus contributions. See description under Plan Summaries. The life insurance contribution is calculated based on the value of term life insurance for the named individuals. The premium costs for most of these policies have been or will be recovered by NEES. (g) For Mr. Rowe, the type and amount of compensation in 1993 is as follows: $4,497 for contributions to the thrift plan and $1,214 for life insurance. (h) For Mrs. Bok, the type and amount of compensation in 1993 is as follows: $4,497 for contributions to the thrift plan and $3,499 for life insurance. (i) For Mr. Houston, the type and amount of compensation in 1993 is as follows: $4,258 for contributions to the thrift plan and $824 for life insurance. (j) For Mr. Greenman, the type and amount of compensation in 1993 is as follows: $4,258 for contributions to the thrift plan and $1,097 for life insurance. (k) For Mr. Tranen, the type and amount of compensation in 1993 is as follows: $3,506 for contributions to the thrift plan and $400 for life insurance. Mass. Electric Summary Compensation Table ----------------------------------------- Long-Term Compensa- Annual Compensation (b) tion -------------------------- --------- Other Name and Annual Restricted All Other Principal Compensa- Share Compensa- Position Year Salary Bonus tion Awards tion (a) ($) ($)(c) ($)(d) ($)(e) ($)(f) - ---------- ---- ------- ------ --------- ---------- --------- Richard P. 1993 93,628 71,187 1,657 20,713 2,036(h) Sergel (g) Chairman John H. 1993 156,900 116,399 3,005 28,103 3,623(i) Dickson 1992 150,469 61,561 3,087 27,801 3,442 President 1991 141,720 51,451 2,389 23,606 3,255 and CEO Nancy H. 1993 102,860 43,386 103 13,370 2,378(j) Sala (g) 1992 96,785 20,508 103 8,326 1,936 Vice President Dennis E. 1993 105,768 29,175 101 11,173 3,025(k) Snay 1992 101,208 28,448 103 12,207 2,024 Vice 1991 94,862 23,320 103 10,001 1,897 President Cheryl A. 1993 71,488 43,373 68 13,206 1,575(l) LaFleur (g) Vice President - -------------------- (a) Certain officers of Mass. Electric are also officers of NEES and various other System companies. (b) Includes deferred compensation in category and year earned. (c) The bonus figure represents cash bonuses under an incentive compensation plan, special bonuses, the goals program award, and the variable portion of the incentive thrift plan match by Mass. Electric. See description under Plan Summaries. (d) Includes amounts reimbursed by Mass. Electric for the payment of taxes. (e) These shares receive the same dividends as the other common shares of NEES. The shares become unrestricted after five years. See also Payments Upon a Change in Control, below. As of December 31, 1993, the following executive officers held the amount of restricted shares with the value indicated: Mr. Sergel 2,022 shares, $79,110 value; Mr. Dickson 2,190 shares, $85,683 value; Ms. Sala 360 shares, $14,085 value; Mr. Snay 859 shares, $33,608 value; and Ms. LaFleur 824 shares, $32,239 value. These amounts do not include the restricted share awards for 1993 which were not determined until February 1994. The value was calculated by multiplying the closing market price on December 31, 1993 by the number of shares. (f) Includes Mass. Electric contributions to life insurance and the incentive thrift plan that are not bonus contributions. See description under Plan Summaries. The life insurance contribution is calculated based on the value of term life insurance for the named individuals. The premium costs for most of these policies have been or will be recovered by Mass. Electric. (g) Mr. Sergel and Ms. LaFleur were elected as officers of Mass. Electric in 1993, and Ms. Sala was elected in 1992. Compensation data is provided for the years in which they have served as officers. (h) For Mr. Sergel, the type and amount of compensation in 1993 is as follows: $1,873 for contributions to the thrift plan and $163 for life insurance. (i) For Mr. Dickson, the type and amount of compensation in 1993 is as follows: $3,138 for contributions to the thrift plan and $485 for life insurance. (j) For Ms. Sala, the type and amount of compensation in 1993 is as follows: $2,057 for contributions to the thrift plan and $321 for life insurance. (k) For Mr. Snay, the type and amount of compensation in 1993 is as follows: $2,115 for contributions to the thrift plan and $910 for life insurance. (l) For Ms. LaFleur, the type and amount of compensation in 1993 is as follows: $1,430 for contributions to the thrift plan and $145 for life insurance. Narragansett Summary Compensation Table --------------------------------------- Long-Term Compensa- Annual Compensation (b) tion -------------------------- --------- Other Name and Annual Restricted All Other Principal Compensa- Share Compensa- Position Year Salary Bonus tion Awards tion (a) ($) ($)(c) ($)(d) ($)(e) ($)(f) - ---------- ---- ------- ------ --------- ---------- --------- Richard P. 1993 48,207 36,653 854 10,665 1,048(h) Sergel (g) Chairman Robert L. 1993 139,632 98,654 2,408 22,617 3,771(i) McCabe 1992 134,536 54,109 2,041 25,076 2,603 President 1991 128,863 40,428 1,306 18,024 2,388 and CEO William 1993 118,501 39,403 101 13,370 5,847(j) Watkins, 1992 65,586 17,315 66 7,350 1,312 Jr. (g) Executive Vice President Richard W. 1993 96,408 28,667 103 11,211 2,628(k) Frost (g) Vice President Francis X. 1993 87,300 10,580 113 2,462 1,859(l) Beirne (g) Vice President - -------------------- (a) Certain officers of Narragansett are also officers of NEES and various other System companies. (b) Includes deferred compensation in category and year earned. (c) The bonus figure represents cash bonuses under an incentive compensation plan, special bonuses, the goals program award, and the variable portion of the incentive thrift plan match by Narragansett. See description under Plan Summaries. (d) Includes amounts reimbursed by Narragansett for the payment of taxes. (e) These shares receive the same dividends as the other common shares of NEES. The shares become unrestricted after five years. See also Payments Upon a Change in Control, below. As of December 31, 1993, the following executive officers held the amount of restricted shares with the value indicated: Mr. Sergel 2,022 shares, $79,110 value; Mr. McCabe 2,082 shares, $81,458 value; Mr. Watkins 954 shares, $37,325 value; Mr. Frost 942 shares, $36,855 value; and Mr. Beirne 206 shares, $8,059 value. These amounts do not include the restricted share awards for 1993 which were not determined until February 1994. The value was calculated by multiplying the closing market price on December 31, 1993 by the number of shares. (f) Includes Narragansett contributions to life insurance and the incentive thrift plan that are not bonus contributions. See description under Plan Summaries. The life insurance contribution is calculated based on the value of term life insurance for the named individuals. The premium costs for most of these policies have been or will be recovered by Narragansett. (g) Messrs. Sergel, Frost, and Beirne were elected as officers of Narragansett in 1993, and Mr. Watkins was elected in 1992. Compensation data is provided for the years in which they have served as officers. (h) For Mr. Sergel, the type and amount of compensation in 1993 is as follows: $964 for contributions to the thrift plan and $84 for life insurance. (i) For Mr. McCabe, the type and amount of compensation in 1993 is as follows: $2,682 for contributions to the thrift plan and $1,089 for life insurance. (j) For Mr. Watkins, the type and amount of compensation in 1993 is as follows: $2,370 for contributions to the thrift plan and $3,477 for life insurance. (k) For Mr. Frost, the type and amount of compensation in 1993 is as follows: $1,928 for contributions to the thrift plan and $700 for life insurance. (l) For Mr. Beirne, the type and amount of compensation in 1993 is as follows: $1,746 for contributions to the thrift plan and $113 for life insurance. NEP Summary Compensation Table ------------------------------ Long-Term Compensa- Annual Compensation (b) tion ------------------------- --------- Other Name and Annual Restricted All Other Principal Compensa- Share Compensa- Position Year Salary Bonus tion Awards tion (a) ($) ($)(c) ($)(d) ($)(e) ($)(f) - --------- ---- ------- ------ --------- ---------- --------- John W. 1993 181,269 112,095 2,318 54,256 2,386(g) Rowe 1992 184,532 69,205 2,318 56,479 2,340 Chairman 1991 160,202 67,618 2,188 58,394 2,153 Joan T. 1993 154,428 92,949 3,323 46,245 3,444(h) Bok 1992 157,705 59,310 2,899 48,274 3,326 Vice 1991 155,392 66,005 3,135 56,641 3,615 Chairman Jeffrey D. 1993 159,936 112,105 2,974 32,753 3,563(i) Tranen 1992 120,843 52,286 2,307 23,732 2,670 President 1991 129,725 45,832 2,240 20,970 2,595 Frederic E. 1993 123,648 75,058 2,131 22,811 3,110(j) Greenman 1992 133,223 50,258 2,361 26,960 3,298 Vice 1991 125,237 43,804 2,516 24,028 3,145 President Lawrence E. 1993 135,123 61,283 101 21,286 3,790(k) Bailey 1992 129,711 47,737 101 20,985 2,594 Vice 1991 122,928 32,588 102 14,474 2,459 President - -------------------- (a) Certain officers of NEP are also officers of NEES and various other System companies. (b) Includes deferred compensation in category and year earned. (c) The bonus figure represents cash bonuses under an incentive compensation plan, the goals program, special bonuses, the goals program award, and the variable portion of the incentive thrift plan match by NEP. See description under Plan Summaries. (d) Includes amounts reimbursed by NEP for the payment of taxes. (e) These shares receive the same dividends as the other common shares of NEES. The shares become unrestricted after five years. See also Payments Upon a Change in Control, below. As of December 31, 1993, the following executive officers held the amount of restricted shares with the value indicated: Mr. Rowe 11,807 shares, $461,949 value; Mrs. Bok 10,241 shares, $400,679 value; Mr. Greenman 3,220 shares, $125,983 value; Mr. Tranen 2,193 shares, $85,019 value; and Mr. Bailey 1,369 shares, $53,562 value. These amounts do not include the restricted share awards for 1993 which were not determined until February 1994. The value was calculated by multiplying the closing market price on December 31, 1993 by the number of shares. (f) Includes NEP contributions to life insurance and the incentive thrift plan that are not bonus contributions. See description under Plan Summaries. The life insurance contribution is calculated based on the value of term life insurance for the named individuals. The premium costs for most of these policies have been or will be recovered by NEP. (g) For Mr. Rowe, the amount and type of compensation in 1993 is as follows: $1,879 for contributions to the thrift plan and $507 for life insurance. (h) For Mrs. Bok, the amount and type of compensation in 1993 is as follows: $1,937 for contributions to the thrift plan and $1,507 for life insurance. (i) For Mr. Tranen, the amount and type of compensation in 1993 is as follows: $3,198 for contributions to the thrift plan and $365 for life insurance. (j) For Mr. Greenman, the amount and type of compensation in 1993 is as follows: $2,478 for contributions to the thrift plan and $637 for life insurance. (k) For Mr. Bailey, the amount and type of compensation in 1993 is as follows: $2,702 for contributions to the thrift plan and $1,088 for life insurance. Security Ownership ------------------ The following table lists the holdings of NEES common shares as of March 10, 1994 by the directors and officers, as a group, of the System companies listed in the above tables. Shares Beneficially Name Owned ---- ------------ Joan T. Bok 25,162 (a) Frederic E. Greenman 10,632 (a) Alfred D. Houston 10,953 (a) Paul L. Joskow 1,657 John M. Kucharski 1,800 Edward H. Ladd 4,030 Joshua A. McClure 987 Malcolm McLane 1,300 Felix A. Mirando, Jr. 4,637 John W. Rowe 20,419 (a) George M. Sage 1,700 Charles E. Soule 404 Jeffrey D. Tranen 6,604 (a) Anne Wexler 1,122 James Q. Wilson 1,597 James R. Winoker 600 Urville J. Beaumont 104 (b) Sally L. Collins 105 John H. Dickson 7,883 (a) Charles B. Housen 52 Cheryl A. LaFleur 1,796 (a) Kathryn A. McCarthy 100 Patricia McGovern 0 John F. Reilly 105 Nancy H. Sala 5,459 (a)(c) Richard P. Sergel 6,702 (a) Richard M. Shribman 105 Dennis E. Snay 3,720 (a) Roslyn M. Watson 205 Francis X. Beirne 2,956 (a) Stephen A. Cardi 104 Richard W. Frost 4,521 (a) Frances H. Gammell 105 Joseph J. Kirby 105 Robert L. McCabe 7,671 (a) William E. Trueheart 105 William Watkins, Jr. 7,143 (a) John A. Wilson, Jr. 508 Lawrence E. Bailey 4,333 (a) John W. Newsham 10,270 (a) All directors and officers, as a group (53 persons) 207,364 (d) - -------------------- (a) Includes restricted shares and allocated shares in employee benefit plans. (b) Mr. Beaumont disclaims a beneficial ownership interest in these shares held under an irrevocable trust. (c) Ms. Sala disclaims a beneficial ownership interest in 205 shares held under the Uniform Gift to Minors Act. (d) This is less than 1% of the total number of shares of NEES outstanding. Listed below is the only person or group known to the System as of March 10, 1994 to beneficially own 5% or more of the System's common shares. However, T. Rowe Price Trust Company disclaims beneficial ownership of all such shares. The quantity of shares listed below is as of December 31, 1993. Amount and Nature Name and Address of of Beneficial Percent of Common Beneficial Owner Ownership Shares - ------------------- ----------------- ----------------- T. Rowe Price Trust 4,998,089 shares 7.7 % Company as trustee for 100 East Pratt Street Company employee Baltimore, MD benefit plans, including those discussed herein. Contracts and Transactions with System Companies ------------------------------------------------ During 1993, Orr and Reno, a law firm of which Malcolm McLane is Vice President, was retained by subsidiaries of NEES. During 1993, Paul L. Joskow did consulting work for NEES or subsidiaries under a separate consulting contract for which he was paid $30,000. NEES or its subsidiaries retains from time to time National Economic Research Associates, Inc., with which Mr. Joskow is associated. The construction company of Mr. Stephen A. Cardi, a director of Narragansett, was awarded two contracts by New England Power Company for construction work at its Brayton Point Station. The contract amounts totalled $600,000 and $1,000,000, respectively. Mrs. Bok retired as an employee of the NEES companies on January 1, 1994 (remaining as Chairman of NEES and a director for NEES subsidiaries). Mrs. Bok has agreed to waive the normal fees and annual retainers otherwise payable for services by non-employees on NEES subsidiary boards and will receive in lieu thereof a single annual stipend of $60,000. Mrs. Bok also became a consultant to NEES as of January 1, 1994. Under the terms of her contract, she will receive an annual retainer of $100,000. No payments were made in 1993 pursuant to these arrangements. During 1993, payment for construction contracts for Brayton Point Gas Line Project and Cell Lining Project totaling approximately $1,600,000 was paid to Cardi Corporation, a company in which Stephen Cardi, a Narragansett director, owns 5% or more of the equity securities. Plan Summaries -------------- A brief description of the various plans through which compensation and benefits are provided to the named executive officers is presented below to better enable shareholders to understand the information presented in the tables shown earlier. The general provisions of the incentive compensation plans are described in the NEES Compensation Committee Report on Executive Compensation. The amounts of compensation and benefits provided to the named executive officers under the plans described below (and charged to the System Companies listed in the above tables) are presented in the Summary Compensation Tables. Goals Program - ------------- The goals program covers all employees who have completed one year of service with any NEES subsidiary. Goals are established annually. For 1993, these goals related to earnings per share, customer costs, safety, absenteeism, conservation, generating station availability, transmission reliability, environmental and OSHA compliance, and customer favorability attitudes. Some goals apply to all employees, while others apply to particular functional groups. Depending upon the number of goals met, and provided the minimum goal for earnings per share is met, employees may earn a cash bonus of 1% to 4-1/2% of their compensation. Incentive Thrift Plan - --------------------- The incentive thrift plan (a 401(k) program) provides for a match of one- half of up to the first 4% of base compensation contributed to the System's incentive thrift plan (shown under All Other Compensation in the Summary Compensation Table) and, based on an incentive formula tied to earnings per share, may fully match the first 4% of base compensation contributed (the additional amount, if any, is shown under Bonus in the Summary Compensation Table). Under Federal law, contributions to these plans are restricted. In 1993, the salary reduction amount was limited to a total of $8,994 from all the System Companies. Life Insurance - -------------- The System has established for certain senior executives life insurance plans funded by individual policies. The combined death benefit under these insurance plans is three times the participant's annual salary. After termination of employment, participants in one of the insurance plans may elect, commencing at age 55 or later, to receive an annuity income equal to 40% of annual salary. In that event, the life insurance is reduced over fifteen years to an amount equal to the participant's final annual salary. Due to changes in the tax law, this plan was closed to new participants, and an alternative was established with only a life insurance benefit. The individuals listed in the NEES or NEP summary tables are in one or the other of these plans. Mass. Electric and Narragansett each have two executive officers eligible to participate in one or the other of these plans. Other - ----- The System does not have any share option plans. Retirement Plans - ---------------- The following table shows estimated annual benefits payable to executive officers under the qualified pension plan and the supplemental retirement plan, assuming retirement at age 65 in 1994. Pension Table ------------- Five-Year Average 15 20 25 30 35 40 Compensa- Years Years Years Years Years Years tion Service Service Service Service Service Service - --------- ------- ------- ------- ------- ------- ------- $300,000 88,100 115,400 142,000 168,600 185,500 194,500 $400,000 118,100 154,800 190,500 226,200 249,000 261,000 $500,000 148,200 194,200 239,000 283,800 312,400 327,400 $600,000 178,200 233,600 287,500 341,400 375,900 393,900 $700,000 208,300 273,000 336,000 399,000 439,300 460,300 $800,000 238,300 312,400 384,500 456,600 502,800 526,800 $900,000 268,400 351,800 433,000 514,200 566,200 593,200 $1,000,000 298,400 391,200 481,500 571,800 629,700 659,700 For purposes of the retirement plans, Messrs. Rowe, Houston, Greenman, and Tranen, currently have 16, 30, 30, and 24 credited years of service, respectively. Sergel, Dickson, Sala, Snay, and LaFleur currently have 15, 20, 24, 30, and 7 credited years of service, respectively. McCabe, Watkins, Frost, Beirne, and Bailey currently have 25, 21, 31, 22, and 25 credited years of service, respectively. At the time she retired, Mrs. Bok had 38 credited years of service and she commenced receiving the described benefits under the pension plans and the life insurance program. As a non-employee she no longer accrues service credit or additional benefits under these plans. Benefits under the pension plans are computed using formulae based on percentages of highest average compensation computed over five consecutive years. The compensation covered by the pension plan includes salary, bonus, and restricted share awards. The benefits listed in the pension table are not subject to deduction for Social Security and are shown without any joint and survivor benefits. The Pension Table above does not include annuity payments to be received in lieu of life insurance. The policies are described above under Plan Summaries. In February 1993, the System announced a voluntary early retirement program available to all non-union employees over age 55 with 10 or more years of service as of June 30, 1993. Mrs. Bok accepted the offer. The program offered either an annuity or a lump sum equal to the greater value of either one week's base pay times the number of years of service plus two weeks base pay or an additional five years of service and five years of age. In accordance with the terms of the offer, Mrs. Bok received an additional annuity of $12,611 from a supplemental pension plan and a lump sum of $110,896 from the qualified plan. Mrs. Bok had not been eligible for a bonus under the prior incentive compensation plan. In lieu thereof she will receive a limited cost of living (consumer price index) adjustment to her benefits from the qualified pension plan and the supplemental retirement plan. Since this plan serves to adjust the pension benefit only after retirement, there will be no supplement paid under the plan until at least 1995. Senior executives receive the same post-retirement health benefits as those offered non-union employees who retire with a combination of age and years of service equal to 85. Payments Upon a Change of Control - --------------------------------- The incentive compensation plans would provide a payment of 40% of base compensation in the event of a "change in control" as defined in the plans. This payout would be made in lieu of any cash bonuses under the plans for the year in which the "change in control" occurs. A similar payment is provided for the previous plan year if awards for that year had not yet been distributed. A "change in control" is defined, generally, as an occurrence of certain events that either evidence a merger or acquisition of NEES or cause a significant change in the makeup of the NEES board of directors over a short period of time. Upon the occurrence of a "change in control," restrictions on all shares issued to participants under the incentive share plan would cease and the participants would receive an award of shares for that year, determined in the usual manner, based upon the cash awards described in the preceding paragraph. Compensation - ------------ Except for Mrs. Bok all of the System Companies' officers and directors are employees of, and are paid by, one or more subsidiaries of NEES. The individual salaries of officers are determined in accordance with System-wide policy. The allocation of these salaries between the subsidiaries is dependent upon the number of hours worked for each of the subsidiaries. The following is a report by the NEES compensation committee (made up of outside directors) on the System-wide compensation policy. New England Electric System Compensation Committee Report on Executive Compensation - ---------------------------------------------------------------------- The System's total compensation package is designed to attract and retain an array of superior managers whose experience is not limited to our System or industry. This package consists of Base Salary, Incentive Compensation (performance based, at risk compensation), and Benefits. The System's general compensation philosophy is that the Base Salary ranges should be competitive with similarly sized electric utilities. A significant portion of management compensation should be tied to achievement of corporate goals in order to maintain a sharp focus on performance and to consistently align the interest of management and the System's constituencies, i.e. shareholders, consumers, and employees. An ever higher percentage of total compensation should be at risk as one moves upward through management. The critical feature of the System's executive compensation program is that a system has been employed in which the amount of such compensation is driven by the System's performance relative to that of other utilities. The compensation of the CEO is based on the same considerations and structure as that of the other executive officers. (Since the total compensation for any of the System's executive officers is still significantly below the $1 million threshold at which tax deductions are limited under the recent revisions to the Internal Revenue Code, the Committee has not had to address issues related thereto.) The NEES Board of Directors votes the compensation of Mr. Rowe and Mrs. Bok, acting upon recommendations of the NEES Compensation Committee. The Board of Directors unanimously accepted each of the recommendations made by the Compensation Committee. The Compensation Committee votes the compensation of all other System executive officers. Base Salary - ----------- Base Salary levels are established after consideration of the appropriate market to determine the average or mid-point of the salary range for a position. Extensive salary survey analyses are compiled and presented to the Committee for review. Salary ranges are then defined using market salaries as the midpoints of the ranges. Base salaries of System executives are brought to range mid-points in appropriate steps and then capped at the mid-point. Salary ranges are reviewed annually to ensure competitiveness with the market for utilities with comparable revenues. (The utility group used for most salary range valuations is different from that used for incentive compensation plan comparisons and from that shown in the corporate performance chart, which include utilities having different revenue profiles than the System.) In November 1992, the Compensation Committee reviewed marketplace surveys to evaluate whether or not salary ranges should be moved for 1993. It was determined that the System's range structure was generally competitive with the marketplace, and the Committee voted to retain the 1992 salary range structure. This resulted in freezing the base salaries of the senior executives for 1993. Based upon the increased responsibility he assumed following the corporate reorganization, the Committee authorized an increase for Mr. Tranen. Performance Based Incentive Compensation - ---------------------------------------- Performance Based Incentive Compensation (at risk compensation or bonus) is designed to deliver rewards above base salary, if the System and the individual executives perform well. The incentive components of the compensation plans are based on formulae with difficult threshold targets. In order for any incentive compensation to be awarded under the formulae, the System must achieve a return on equity that places NEES in the top 45% (50% commencing in 1994) of the approximately 90 electric utilities listed in the Duff & Phelps Utility Group (the National Grouping) or in the top 50% of the New England/New York regional utilities (the Regional Grouping). The Board of Directors, in response to extraordinary events, may enhance or curtail the actual return on equity used to determine whether the System met the targets. They did not do so for 1993. For the maximum incentive to be awarded, NEES must achieve a return on equity in the top 25% of both the National and Regional Groupings and the System's cost per kilowatthour must be the lowest or next to lowest of a selected New England electric utility group. In 1993, if only one of the minimum targets had been met, Mr. Rowe would have received a bonus (cash and incentive shares as described below) of 19% of base pay. If the maximum targets had been achieved, his formula bonus (cash and shares) would have been 76% of base pay. No bonus awards are made if earnings after bonuses are not sufficient to cover dividends, even if the return on equity targets are met. This insures that shareholders will receive an adequate return, before any incentive compensation awards are made. Mr. Rowe's (and Mrs. Bok's for 1993) bonus under the plan is directly related to achievement of the above described corporate targets. The incentive compensation plan bonuses of the other executives are additionally dependent upon the achievement of individual goals. Based upon information available at the time of determining bonus amounts, in 1993 NEES placed in the 68th and the 75th percentiles in return on shareholder equity of the National and Regional Groupings, respectively. The System placed in the lowest one-third of the Regional Grouping with respect to customer cost per kilowatthour in 1993. The Committee considered the superior returns on equity, the success of the corporate reorganization, the improvements in customer service, and the improvement in the System's safety record. The Committee determined that the extraordinary efforts applied in 1993 by Mr. Rowe and Mrs. Bok (as well as contributions of other officers) to make these achievements possible were not adequately reflected in the incentive compensation plan formula awards and merited additional cash awards for 1993. The cash portions of the incentive compensation formulae are driven by annual measurements of the shareholder return on equity and customer cost of electricity. In order to provide a long-term component which is reflective of the shareholder total return, the participants in the incentive compensation plans are awarded NEES common shares under an incentive share plan, approved by the NEES shareholders in 1990. The shares are generally restricted against sale for five years. Shares are only awarded against incentive compensation plan cash awards generated by the formulae. No discretion is exercised by the Committee in the awarding of these restricted shares. An individual's award of shares under the incentive share plan is a fixed percentage of her or his cash award for that year from the incentive compensation plan in which she or he participates. For Mr. Rowe, the percentage was 90% for 1993. (In response to changes in the federal tax law, the incentive compensation plans and the incentive share plan were amended to provide fewer shares and more cash commencing in 1994. Therefore, for 1994 that percentage will be 60%.) If no cash award is made, no shares are distributed. Further, total awards of shares in any calendar year cannot exceed one-half of one percent (0.5%) of the number of outstanding shares at the end of the previous calendar year. (The incentive shares awarded for 1993 were 0.06% of the number of outstanding shares.) On February 3 and 21, the NEES Compensation Committee approved the bonuses reflected in the NEES Summary Compensation Table. Mr. Rowe's and Mrs. Bok's bonuses, as recommended by the Committee, were voted by the Board on February 22, 1994. Benefits - -------- The executive benefits are designed both to provide a competitive package and to retain System flexibility in staffing management to meet changing conditions. See Plan Summaries and Retirement Plans, above. New England Electric System Compensation Committee John M. Kucharski George M. Sage, Chairman Felix A. Mirando, Jr. James R. Winoker NEES Board Structure and Compensation - ------------------------------------- NEES has an Executive Committee, an Audit Committee, a Compensation Committee, and a Corporate Responsibility Committee. The Executive Committee acts as a nominating committee. The committee memberships listed below are as of January 1, 1994. The members of the Executive Committee are Mrs. Bok, Mr. Ladd, Mr. Rowe, Mr. Sage, and Ms. Wexler. Mrs. Bok serves as the Chairman of this Committee. During the intervals between meetings of the Board of Directors, the Executive Committee has all the powers of the Board that may be delegated. This Committee also considers written recommendations from shareholders for nominees to the Board. The members of the Audit Committee are Messrs. Joskow, McLane, Soule, and Winoker. Mr. Joskow serves as the Chairman of this Committee. The Audit Committee reviews with the independent public accountants the scope of their audit and management's financial stewardship for the current and prior years. This Committee also selects and recommends, subject to the Board of Directors' approval, the independent public accountants to be engaged for the coming year. The members of the Compensation Committee are Messrs. Kucharski, Mirando, Sage, and Winoker. Mr. Sage serves as the Chairman of this Committee. The Compensation Committee is responsible for executive compensation, including the administration of certain of NEES' incentive compensation plans. The members of the Corporate Responsibility Committee are Mrs. Bok, Mr. McClure, Mr. Rowe, Ms. Wexler, and Mr. Wilson. Mr. Wilson serves as the Chairman of this Committee. The Corporate Responsibility Committee is responsible for reviewing compliance with laws and regulations, offering guidance in considering public policy issues, and helping to assure ethical conduct. The Chairman of the Executive Committee receives an annual retainer of $7,000. Other members of the Executive Committee, except Mr. Rowe, receive an annual retainer of $5,000. The Chairman of the Audit, Compensation, and Corporate Responsibility Committees each receives an annual retainer of $6,000. Other members of these Committees, except Mr. Rowe, receive annual retainers of $4,000. All directors, except Mr. Rowe, participating in a Committee meeting, receive a meeting fee of $850 plus expenses. Members of the Board of Directors, except Mr. Rowe, receive annually a retainer of $14,000 and 200 common shares of NEES, and a meeting fee of $850 plus expenses. NEES permits directors to defer all or a portion of any retainers and meeting fees under a deferred compensation plan. Under the plan, at retirement directors may elect to receive lump sum payments of all amounts deferred with interest, or either lifetime annuities or ten year annuities, depending upon the specific deferral arrangement. A special account is maintained on NEES' books showing the amounts deferred and the interest accrued thereon. This plan also provides certain death and disability benefits. Group life insurance of $72,000 is provided to each member of the Board of Directors. The Board of Directors held seven meetings in 1993. The Executive, Audit, Compensation, and Corporate Responsibility Committees held two, four, four, and three meetings, respectively, in 1993. All directors attended at least 75% of the aggregate number of meetings of the Board of Directors and the committees of which they were members, with the exception of Mr. Kucharski who attended 64%. Mass. Electric and Narragansett Directors' Compensation - ------------------------------------------------------- Members of the Mass. Electric and Narragansett Boards of Directors, except Dickson, McCabe, Rowe, and Sergel receive a quarterly retainer of $1,250, a meeting fee of $600 plus expenses, and 50 NEES common shares each year. Since all members of the NEP Board are employees of NEES System companies, no fees are paid for service on the Board except as noted below for Mrs. Bok. Mrs. Bok retired as an employee of the NEES companies on January 1, 1994 (remaining as Chairman of NEES and a director for NEES subsidiaries). Mrs. Bok has agreed to waive the normal fees and annual retainers otherwise payable for services by non-employees on NEES subsidiary boards and will receive in lieu thereof a single annual stipend of $60,000. Mrs. Bok also became a consultant to NEES as of January 1, 1994. Under the terms of her contract, she will receive an annual retainer of $100,000. No payments were made in 1993 pursuant to these arrangements. Mass. Electric and Narragansett permit directors to defer all or a portion of their retainers and meeting fees. Special accounts are maintained on Mass. Electric's and Narragansett's books showing the amounts deferred and the interest accrued thereon. Item 7. CONTRIBUTIONS AND PUBLIC RELATIONS (1) None. Payments are made to certain employees and other persons, who may act in the capacities enumerated in Item 7 for services rendered or materials purchased, but such payments are not contributions. (2) Year Ended December 31, 1993. Accounts Charged, if any, per Books Purpose of Disbursing Name of Recipient or Beneficiary (A) Company Amount - ------------------------------- ------- ----------------- ------ Name of Company --------------- Mass. Electric -------------- Massachusetts Taxpayers Foundation 930.24 $ 8,682.00 Worcester Taxpayers Association, Inc. 930.24 $ 1,600.00 Anti-Defamation League 426.10 $ 2,250.00 National Conference of Christians & Jews 426.10 $ 4,250.00 Jewish National Fund 426.10 $ 2,000.00 New England Holocaust 426.10 $ 1,800.00 Nashua River Watershed 426.10 $ 2,500.00 Worcester Fights Back 426.10 $ 1,500.00 Pioneer Institute for Public Policy 426.10 $ 2,500.00 The Alliance to Save Energy 426.10 $ 5,500.00 Up With People 426.10 $ 100.00 Voices in Action 426.10 $ 2,500.00 American Association for Affirmative Action 921.25 $ 75.00 Massachusetts Electric & Gas Association 426.40 $ 80,051.50 Connecticut River Watershed Council 930.24 $ 200.00 Edison Electric Institute 426.40 $ 5,227.00 New England Legal Foundation 426.10 $ 4,320.00 Joyce & Joyce (B) 426.40 $ 10,074.15 Mass. Alliance for Economic Development 930.24 $ 66,028.00 Blackstone Valley Heritage Homecoming 426.10 $ 250.00 NEP --- Alliance for Acid Rain Control 426.40 $ 2,500.00 American Enterprise Institute 426.10 $ 26,000.00 Edison Electric Institute 426.40 $ 2,280.66 Environment and Energy Study 426.10 $ 950.00 Joyce & Joyce (B) 426.10 $ 29,164.95 Massachusetts Electric & Gas Association 426.40 $ 97.84 Massachusetts Taxpayers Foundation Inc. 930.24 $ 8,682.00 NAACP Legal Defense Fund 426.10 $ 625.00 National Hydropower Association 426.40 $ 9,328.00 New England Legal Foundation 426.10 $ 1,920.00 Pioneer Institute Public Policy Research 426.10 $ 2,500.00 Resources for the Future 426.10 $ 5,000.00 Society for the Protection of N.H. Forest 426.10 $ 477.00 The Alliance to Save Energy 426.10 $ 2,500.00 The Northeast Corridor Initiative Inc. 426.10 $ 2,000.00 Urban League of Rhode Island 426.10 $ 25,000.00 Narragansett ------------ John G. Coffey, Esq. (B) 426.40 $ 40,000.00 Joyce & Joyce (B) 426.40 $ 5,265.90 Save the Bay 426.10 $ 7,000.00 New England Legal Foundation 426.10 $ 1,600.00 National Conference of Christians & Jews 426.10 $ 1,850.00 The Alliance to Save Energy 426.10 $ 1,800.00 R.I. Public Expenditure Council 426.10 $ 9,880.00 National Assoc. for the Advancement of Colored People 426.10 $ 500.00 Edison Electric Institute 426.40 $ 1,805.54 Granite State ------------- The Alliance to Save Energy 426.10 $ 200.00 Association of N.H. Utilities 426.40 $ 200.00 Edison Electric Institute 426.40 $ 190.05 Joyce & Joyce (B) 426.40 $ 495.00 NEES ---- Paul, Hastings, Janofsky & Walker (B) 426.40 $ 46,912.50 Swidler & Berlin (B) 426.40 $ 85.00 - -------------------- (A) All such payments, unless otherwise noted, were subscriptions, dues, and/or contributions. (B) Payments for legislative services. Item 8. SERVICE, SALES AND CONSTRUCTION CONTRACTS Part I. Serving Receiving Compensation Transaction Company Company (1993) - ----------- ------- --------- ------------ Fuel Purchase Contract (1) NEEI NEP $107,239,714 Phase I Terminal Facility Support Agreement (2) NEET NEP $ 2,245,889 Phase II Massachusetts Transmission NEHTEC NEP $ 8,298,653 Facilities Support Agreement (3) Phase II New Hampshire Transmission NEHTC NEP $ 6,656,978 Facilities Support Agreement (4) - -------------------- (1) Contract dated 7/26/79 as amended was in effect at 12/31/93. (2) Agreement dated 12/1/81 as amended was in effect at 12/31/93. (3) Agreement dated 6/1/85 as amended was in effect at 12/31/93. (4) Agreement dated 6/1/85 as amended was in effect at 12/31/93. Part II. See Item 6, Part III. Part III. None. Item 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES None. Item 10. FINANCIAL STATEMENTS AND EXHIBITS Financial Statements - -------------------- NEES Consolidating Financial Statements (Supplement A-1) and Financial Statements and Supporting Schedules of NEES and NEES subsidiaries consolidated contained in the NEES 1993 Form 10-K (Supplement A-2). Exhibits - -------- Unless otherwise indicated, the exhibits listed below are incorporated by reference to the appropriate exhibit numbers and the commission file numbers indicated in parenthesis. A. Annual Reports: 1. Connecticut Yankee Atomic Power Company a. 1993 Annual Report to Shareholders of Connecticut Yankee Atomic Power Company (Exhibit A.2.1. to Northeast Utilities' Form U-5-S, File No. 30-246). b. FERC Form 1 (Exhibit A.2.2. to Northeast Utilities' Form U-5-S, File No. 30-246). 2. Maine Yankee Atomic Power Company a. Form 10-K for the year ended December 31, 1993 (filed herewith). b. FERC Form 1 (filed herewith). 3. Massachusetts Electric Company, Form 10-K for the year ended December 31, 1993 (File No. 0-5464). 4. The Narragansett Electric Company, Form 10-K for the year ended December 31, 1993 (File No. 0-898). 5. New England Electric System, Form 10-K for the year ended December 31, 1993 (File No. 1-3446). 6. New England Power Company, Form 10-K for the year ended December 31, 1993 (File No. 0-1229). 7. Vermont Yankee Nuclear Power Corporation. a. Annual Report to Stockholders (filed herewith). b. FERC Form 1 (filed herewith). 8. Yankee Atomic Electric Company a. Annual Report to Stockholders (filed herewith). b. FERC Form 1 (filed herewith). B. Corporate Documents: 1. Granite State Electric Company: a. Articles of Organization (Exhibit B-1a to NEES 1983 Form U-5-S). b. By-laws (Exhibit B-1b to NEES 1983 Form U-5-S). 2. Massachusetts Electric Company: a. Articles of Organization (Exhibit B-2a to NEES 1983 Form U-5-S); Articles of Amendment dated March 5, 1993, August 11, 1993, September 20, 1993, and November 15, 1993 (Exhibit 3(a) to 1993 Form 10-K, File No. 0-5464). b. By-laws (Exhibit 3(b) to 1993 Form 10-K, File No. 0-5464). 3. The Narragansett Electric Company: a. Charter (Exhibit B-3a to NEES 1983 Form U-5-S); Amendment to Charter dated June 9, 1988 (Exhibit B-3.a. to NEES 1988 Form U-5-S). b. By-laws (Exhibit 3 to 1980 Form 10-K, File No. 0-898). c. Stockholders Votes re Preference Provisions as amended dated March 23, 1993 (Exhibit 4(c) to NEES 1993 Form 10-K, File No. 1-3446). 4. Narragansett Energy Resources Company: a. Articles of Incorporation (Exhibit B-4a to NEES 1987 Form U-5-S). b. By-laws (Exhibit B-4b to NEES 1987 Form U-5-S). 5. New England Electric Resources, Inc.: a. Articles of Organization (filed herewith). b. By-Laws (filed herewith). 6. New England Electric System: a. Agreement and Declaration of Trust (Exhibit 3 to 1987 Form 10-K, File No. 1-3446). 7. New England Electric Transmission Corporation: a. Restated Articles of Incorporation (Exhibit B-6a to NEES 1983 Form U-5-S). b. By-laws (Exhibit B-6b to NEES 1983 Form U-5-S). 8. New England Energy Incorporated: a. Articles of Organization (Exhibit B-7a to NEES 1983 Form U-5-S); Articles of Amendment dated April 8, 1988 (Exhibit B.8.a. to NEES 1988 Form U-5-S). b. By-laws (Exhibit B.8.b. to NEES 1988 Form U-5-S). 9. New England Hydro Finance Company, Inc. a. Articles of Organization (Exhibit B.9.a. to NEES 1988 Form U-5-S). b. By-laws (Exhibit B.9.b. to NEES 1988 Form U-5-S). 10. New England Hydro-Transmission Corporation a. Articles of Incorporation (Exhibit B-8a to NEES 1986 Form U-5-S); Articles of Amendment dated January 18, 1989 (Exhibit B.10.a. to NEES 1988 Form U-5-S). b. By-laws (Exhibit B.10.b. to NEES 1988 Form U-5-S). 11. New England Hydro-Transmission Electric Company a. Restated Articles of Organization dated January 13, 1989 (Exhibit B.11.a. to NEES 1988 Form U-5-S). b. By-laws (Exhibit B.11.b. to NEES 1988 Form U-5-S). 12. New England Power Company: a. Articles of Organization (Exhibit B-8a to NEES 1983 Form U-5-S); Articles of Amendment dated June 25, 1987 (Exhibit B.12.a. to NEES 1988 Form U-5-S). b. By-laws (Exhibit 3 to 1987 Form 10-K, File No. 0-1229). 13. New England Power Service Company: a. Articles of Organization (Exhibit B-9a to NEES 1983 Form U-5-S). b. By-laws (Exhibit B.13.b to NEES 1988 Form 10-K, File No. 0-1229). C. Funded Debt: 1. Granite State Electric Company: Note Agreement with John Hancock dated March 15, 1985 (Exhibit A to Granite Certificate of Notification, File No. 70-6998). Note Agreement with Teachers Insurance dated as of February 1, 1987 (Exhibit A to Granite Certificate of Notification, File No. 70-7288). Note Agreement with Aid Association for Lutherans dated as of October 1, 1991 (Exhibit C-1 to NEES 1991 Form U-5-S). Note Agreement with First Colony Life Insurance Company dated as of November 1, 1993 (filed herewith). 2. Massachusetts Electric Company: First Mortgage Indenture and Deed of Trust, dated as of July 1, 1949, and twenty supplements thereto (Exhibit 7-A, File No. 1-8019; Exhibit 7-B, File No. 2-8836; Exhibit 4-C, File No. 2-9593; Exhibit 4 to 1980 Form 10-K, File No. 2-8019; Exhibit 4 to 1982 Form 10-K, File No. 0-5464; Exhibit 4 to 1986 Form 10-K, File No. 0-5464; Exhibit 4(a) to 1988 Form 10-K, File No. 1-3446; Exhibit 4(a) to 1989 Form 10-K, File No. 1-3446; Exhibit 4(a) to 1992 Form 10-K, File No. 1-3446; Exhibit 4(a) to 1993 Form 10-K, File No. 1-3446). 3. The Narragansett Electric Company: First Mortgage Indenture and Deed of Trust, dated as of September 1, 1944, and twenty-one supplements thereto (Exhibit 7-1, File No. 2-7042; Exhibit 7-B, File No. 2-7490; Exhibit 4-C, File No. 2-9423; Exhibit 4-D, File No. 2-10056; Exhibit 4 to 1980 Form 10-K, File No. 0-898; Exhibit 4 to 1982 Form 10-K, File No. 0-898; Exhibit 4 to 1983 Form 10-K, File No. 0-898; Exhibit 4 to 1985 Form 10-K, File No. 0-898; Exhibit 4 to 1986 Form 10-K, File No. 0-898; Exhibit 4 to 1987 Form 10-K, File No. 0-898; Exhibit C-3 to NEES 1991 Form U-5-S; Exhibit 4(b) to 1992 Form 10-K, File No. 1-3446; Exhibit 4(b) to 1993 Form 10-K, File No. 1-3446). 4. New England Electric Transmission Corporation: Note Agreement with PruCapital Management, Inc. et al. dated as of September 1, 1986; Mortgage, Deed of Trust and Security Agreement dated as of September 1, 1986 (Exhibit 10(g) to 1986 Form 10-K, File No. 1-3446). 5. New England Energy Incorporated: Credit Agreement dated as of April 28, 1989 (Exhibit 10(e)(v) to NEES 1989 Form 10-K, File No. 1-3446); Amendment dated as of June 1, 1990 (Exhibit 10(e)(v) to NEES 1990 Form 10-K, File No. 1-3446); Amendment dated as of August 1, 1992 (Exhibit 10(e)(v) to NEES 1992 Form 10-K, File No. 1-3446). 6. New England Power Company: a. General and Refunding Mortgage Indenture and Deed of Trust dated as of January 1, 1977 and nineteen supplements thereto (Exhibit 4(b) to 1980 Form 10-K, File No. 0-1229; Exhibit 4(b) to 1982 Form 10-K, File No. 0-1229; Exhibit 4(b) to 1983 Form 10-K, File No. 0-1229; Exhibit 4(b) to 1985 Form 10-K, File No. 0-1229; Exhibit 4(b) to 1986 Form 10-K, File No. 0-1229; Exhibit 4(b) to 1988 Form 10-K, File No. 0-1229; Exhibit 4(c)(ii) to 1989 Form 10-K, File No. 1-3446; Exhibit 4(c)(ii) to 1990 Form 10-K, File No. 1-3446; Exhibit C-6b to NEES 1991 Form U-5-S; Exhibit 4(c)(ii) to NEES 1992 Form 10-K, File No. 1-3446; Exhibit 4(d) to NEES 1993 Form 10-K, File No. 1-3446). b. Loan Agreement with Massachusetts Industrial Finance Agency dated as of March 15, 1980 and two supplements thereto (Exhibit C-8c to NEES 1983 Form U-5-S); Supplements dated as of October 1, 1992 and September 1, 1993 (filed herewith). c. Loan Agreement with Business Finance Authority of the State of New Hampshire (formerly the Industrial Development Authority of the State of New Hampshire) dated as of November 15, 1983 (Exhibit C-8d to NEES 1983 Form U-5-S); First Supplement dated as of April 1, 1986 (Exhibit C-7d to NEES 1986 Form U-5-S); Second Supplement dated as of August 1, 1988 (Exhibit C.7.d. to NEES 1988 Form U-5-S); Third Supplement dated as of February 1, 1989; Fourth Supplement dated as of November 1, 1990 (Exhibit C-6d to NEES 1990 Form U-5-S); Fifth Supplement dated as of June 15, 1991 (Exhibit C-6d to NEES 1991 Form U-5-S); Sixth Supplement dated as of January 1, 1993 (Exhibit C-6d to NEES 1992 Form U-5-S); Seventh Supplement dated as of October 1, 1993 and Eighth Supplement dated as of December 1, 1993 (filed herewith). d. Guarantee Agreements with Connecticut Yankee Atomic Power Company, et al., dated as of November 1, 1981, November 13, 1981 (Exhibit C-8f to NEES 1983 Form U-5-S, and August 1, 1985 (Exhibit 10(c) to NEES 1985 Form 10-K, File No. 1-3446). e. Loan Agreement with the Connecticut Development Authority dated as of October 15, 1985 (Exhibit C-8(h) to NEES 1985 Form U-5-S). D. New England Electric System and Subsidiary Companies, Federal and State Income Tax Allocation Agreement (filed herewith). E. 1. New England Electric Transmission Corporation Annual Report (filed herewith). 2. Schedule showing Money Pool investments for 1993 (filed herewith). 3. NEERI annual report on Modified Form U-13-60 (filed herewith). 4. Ocean State Power Financial Statements as of December 31, 1993 (filed herewith). 5. Ocean State Power II Financial Statements as of December 31, 1993 (filed herewith). 6. OSP Finance Company Financial Statements as of December 31, 1993 (filed herewith). 7. Financial Statements of the New England Electric System Companies Incentive Thrift Plan (filed herewith). 8. Financial Statements of the New England Electric System Companies Incentive Thrift Plan II (filed herewith). 9. Financial Statements of the New England Electric System Companies Employees' Share Ownership Plan (filed herewith). 10. Financial Statements of the NEES Goals Program (filed herewith). F. Schedules (filed herewith). G. Not yet required. H. None. I. None. The name "New England Electric System" means the Trustee or Trustees for the time being (as trustee or trustees but not personally) under an Agreement and Declaration of Trust dated January 2, 1926, as amended, which is hereby referred to and a copy of which, as amended, has been filed with the Secretary of The Commonwealth of Massachusetts. Any agreement, obligation or liability made, entered into or incurred by or on behalf of New England Electric System binds only its trust estate, and no shareholder, director, trustee, officer or agent thereof assumes or shall be held to any liability therefor. SIGNATURE New England Electric System, a registered holding company, has duly caused this Annual Report, Form U-5-S, for the year ended December 31, 1993, Commission's File No. 30-33 to be signed on its behalf, by the undersigned thereunto duly authorized, pursuant to the requirements of the Public Utility Holding Company Act of 1935. NEW ENGLAND ELECTRIC SYSTEM s/Michael E. Jesanis By: Michael E. Jesanis, Treasurer April 29, 1994 EX-99 2 EXHIBIT INDEX EXHIBIT INDEX Exhibit No. Description Page - ----------- ----------- ---- Supplement NEES Consolidating Balance Sheet, Consolidating Filed under A-1 Income and Retained Earnings Statements and cover of Consolidating Statement of Changes in Form SE Financial Position for the year ended December 31, 1993 Supplement NEES Form 10-K for the year ended December 31, Filed under A-2 1993 cover of Form SE A.1.a. 1993 Annual Report to Shareholders of Incorporated Connecticut Yankee Atomic Power Company by reference A.1.b. Connecticut Yankee Atomic Power Company Incorporated FERC Form 1 for the year ended December 31, by reference 1993 A.2.a. Maine Yankee Atomic Power Company Filed under Form 10-K for the year ended December 31, cover of 1993 Form SE A.2.b. Maine Yankee Atomic Power Company Filed under FERC Form 1 for the year ended December 31, cover of 1993 Form SE A.3. Massachusetts Electric Company Incorporated Form 10-K for the year ended December 31, 1993 by reference A.4. The Narragansett Electric Company Incorporated Form 10-K for the year ended December 31, 1993 by reference A.5. New England Electric System Incorporated Form 10-K for the year ended December 31, 1993 by reference A.6. New England Power Company Incorporated Form 10-K for the year ended December 31, 1993 by reference A.7.a. Vermont Yankee Nuclear Power Corporation Filed under Annual Report to Stockholders for the year cover of ended December 31, 1993 Form SE A.7.b. Vermont Yankee Nuclear Power Corporation Filed under FERC Form 1 for the year ended December 31, cover of 1993 Form SE A.8.a. Yankee Atomic Electric Company Filed under Annual Report to Stockholders for the year cover of ended December 31, 1993 Form SE A.8.b. Yankee Atomic Electric Company Filed under FERC Form 1 for the year ended December 31, cover of 1993 Form SE EXHIBIT INDEX Exhibit No. Description Page - ----------- ----------- ---- B.1.a. Granite State Electric Company Incorporated Articles of Organization by reference B.1.b. Granite State Electric Company Incorporated By-laws by reference B.2.a. Massachusetts Electric Company Incorporated Amendment to Articles of Organization by reference B.2.b. Massachusetts Electric Company Incorporated By-laws by reference B.3.a. The Narragansett Electric Company Incorporated Amendment to Charter by reference B.3.b. The Narragansett Electric Company Incorporated By-laws by reference B.3.c. The Narragansett Electric Company Incorporated Stockholders Votes re Preference Provisions by reference B.4.a. Narragansett Energy Resources Company Incorporated Articles of Incorporation by reference B.4.b. Narragansett Energy Resources Company Incorporated By-laws by reference B.5.a. New England Electric Resources, Inc. Filed under Articles of Organization cover of Form SE B.5.b. New England Electric Resources, Inc. Filed under By-laws cover of Form SE B.6.a. New England Electric System Incorporated Agreement and Declaration of Trust by reference B.7.a. New England Electric Transmission Corporation Incorporated Restated Articles of Incorporation by reference B.7.b. New England Electric Transmission Corporation Incorporated By-laws by reference B.8.a. New England Energy Incorporated Incorporated Amendment to Articles of Organization by reference B.8.b. New England Energy Incorporated Incorporated By-laws by reference B.9.a. New England Hydro Finance Company, Inc. Incorporated Articles of Organization by reference B.9.b. New England Hydro Finance Company, Inc. Incorporated By-Laws by reference B.10.a. New England Hydro-Transmission Corporation Incorporated Amendment to Articles of Incorporation by reference B.10.b. New England Hydro-Transmission Corporation Incorporated By-laws by reference B.11.a. New England Hydro-Transmission Electric Company Incorporated Restated Articles of Organization by reference EXHIBIT INDEX Exhibit No. Description Page - ----------- ----------- ---- B.11.b. New England Hydro-Transmission Electric Company Incorporated By-laws by reference B.12.a. New England Power Company Incorporated Amendment to Articles of Organization by reference B.12.b. New England Power Company Incorporated By-laws by reference B.13.a. New England Power Service Company Incorporated Articles of Organization by reference B.13.b. New England Power Service Company Incorporated By-laws by reference C.1. Granite State Electric Company Incorporated Note Agreement with John Hancock by reference Granite State Electric Company Incorporated Note Agreement with Teachers Insurance by reference Granite State Electric Company Incorporated Note Agreement with Aid Association for by reference Lutherans Granite State Electric Company Filed under Note Agreement with First Colony Life cover of Insurance Company Form SE C.2. Massachusetts Electric Company Incorporated First Mortgage Indenture and Deed of Trust by reference and twenty supplements thereto C.3. The Narragansett Electric Company Incorporated First Mortgage Indenture and Deed of Trust by reference and twenty-one supplements thereto C.4. New England Electric Transmission Corporation Incorporated Note Agreement with PruCapital Management, Inc. by reference et al. C.5. New England Energy Incorporated Incorporated Credit Agreement dated as of April 28, 1989 by reference and Amendments thereto C.6.a. New England Power Company General and Incorporated Refunding Mortgage Indenture and Deed of Trust by reference and nineteen supplements thereto C.6.b. New England Power Company Incorporated Loan Agreement with Massachusetts Industrial by reference Development Authority and two supplements thereto New England Power Company Filed under Loan Agreement with Massachusetts Industrial cover of Development Authority and supplements dated Form SE as of October 1, 1992 and September 1, 1993 EXHIBIT INDEX Exhibit No. Description Page - ----------- ----------- ---- C.6.c. New England Power Company Incorporated Loan Agreement with Business Finance Authority by reference of the State of New Hampshire (formerly the Industrial Development Authority of the State of New Hampshire) and six supplements thereto New England Power Company Filed under Loan Agreement with Business Finance Authority cover of of the State of New Hampshire (formerly the Form SE Industrial Development Authority of the State of New Hampshire) Seventh and Eighth Supplements dated as of October 1, 1993 and December 1, 1993, respectively C.6.d. Guarantee Agreements with Connecticut Incorporated Yankee Atomic Power Company, et. al. by reference C.6.e. Loan Agreement with Connecticut Development Incorporated Authority by reference D. New England Electric System and Subsidiary Filed under Companies, Federal and State Income Tax cover of Allocation Agreement Form SE E.1. New England Electric Transmission Corporation Filed under Annual Report cover of Form SE E.2. Money Pool investments for 1993 Filed herewith E.3. NEERI annual report on Modified Form U-13-60 Filed herewith E.4. Ocean State Power Financial Statements as of Filed under December 31, 1993 cover of Form SE E.5. Ocean State Power II Financial Statements Filed under as of December 31, 1993 cover of Form SE E.6. OSP Finance Company Financial Statements Filed under as of December 31, 1993 cover of Form SE E.7. New England Electric System Companies Filed under Incentive Thrift Plan Financial Statements cover of Form SE E.8. New England Electric System Companies Filed under Incentive Thrift Plan II Financial Statements cover of Form SE E.9. New England Electric System Companies Filed under Employees' Share Ownership Plan cover of Financial Statements Form SE E.10. New England Electric System Filed under Goals Program Financial Statements cover of Form SE F Schedules Filed under cover of Form SE EX-99 3 EXHIBIT E.2. Exhibit E.2. 1993 Report on NEES Money Pool ($000's) Avg. Max. Min. Investment Company Invest. Invest. Invest. at 12/31/93 - ------- ------- ------- ------- ----------- NEES (Trust) $7,434 $21,550 $1,900 $1,900 Massachusetts Electric Co. 6,422 41,050 -0- -0- New England Power Co. 24,600 113,650 -0- -0- The Narragansett Electric Co. 351 8,000 -0- -0- Granite State Electric Co. 132 2,225 -0- -0- New England Power Service Co. 7,397 22,750 -0- 12,475 New England Electric Transmission 10 200 -0- -0- Corporation New England Energy Incorporated 4,711 14,850 175 1,975 New England Hydro-Transmission 12,132 16,525 9,050 13,550 Electric Company (NEHTEC) New England Hydro-Transmission 2,165 6,400 -0- 2,300 Corporation (NEHTC) Narragansett Energy Resources 2,972 5,100 750 5,100 Company (NERC) EX-99 4 EXHIBIT E.3. Modified FORM U-13-60 Exhibit E.3. ANNUAL REPORT For the Period Beginning January 1, 1993 and Ending December 31, 1993 To The U.S. SECURITIES AND EXCHANGE COMMISSION Of New England Electric Resources, Inc. A Subsidiary Service Company Date of Incorporation: January 13, 1992 State or Sovereign Power under which Incorporated or Organized: The Commonwealth of Massachusetts Location of Principal Executive Offices of Reporting Company: 25 Research Drive Westborough, MA 01582 Report filed pursuant to Order dated September 4, 1992 in file number 70-7950 Name, title, and address of officer to whom correspondence concerning this report should be addressed: J.G. Cochrane Treasurer 25 Research Drive Westborough, MA 01582 Name of Principal Holding Company Under Which Reporting Company is Organized: New England Electric System SEC 1926 (6-82) INSTRUCTIONS FOR USE OF MODIFIED FORM U-13-60 1. Time of Filing Annual Report essentially in the form of U-13-60 shall be filed appended to Form U5S, Annual Report of the Parent and Associate Companies Pursuant to the Public Utility Holding company Act of 1935. Form U5S is required to be filed by May 1. 2. Number of Copies Each annual report shall be filed in duplicate. The company should prepare and retain at least one extra copy for itself in case correspondence with reference to the report becomes necessary. 3. Definitions - Definitions contained in Instruction 01-8 to the Uniform System of Accounts for Mutual Service Companies and Subsidiary Service Companies, Public Utility Holding Company Act of 1935, as amended February 2, 1979 shall be applicable to words or terms used specifically within this Form U-13-60. 4. Organization Chart The company shall submit with each annual report a copy of its current organization chart. ANNUAL REPORT OF NEW ENGLAND ELECTRIC RESOURCES, INC. LISTING OF SCHEDULES AND ANALYSIS OF ACCOUNTS Schedule or Page Description of Schedules and Accounts Account No. Number COMPARATIVE BALANCE SHEET Schedule I 4-5 Company property Schedule II 6-7 Accumulated provision for depreciation and amortization of company property Schedule III 8 Investments Schedule IV 9 Accounts receivable Schedule V 10 Miscellaneous deferred debits Schedule IX 11 Proprietary capital Schedule XI 12 Long-term debt Schedule XII 13 Current and accrued liabilities Schedule XIII 14 Notes to financial statements Schedule XIV 15 COMPARATIVE INCOME STATEMENT Schedule XV 16 Analysis of billing - nonassociate companies Account 458 17 Departmental analysis of salaries Account 920 18 Outside services employed Account 923 19 Miscellaneous general expenses Account 930.2 20 Taxes other than income taxes Account 408 21 Donations Account 426.1 22 Other deductions Account 426.5 23 Notes to statement of income Schedule XVIII 24 ORGANIZATION CHART 25 ANNUAL REPORT OF NEW ENGLAND ELECTRIC RESOURCES, INC. For the Year Ended December 31, 1993 SCHEDULE I COMPARATIVE BALANCE SHEET Give balance sheet of Company as of December 31 of the current and prior year Account Assets and Other Debits As of December 31 Current Prior COMPANY PROPERTY 101 Company property (Schedule II) $ $ 107 Construction work in progress (Schedule II) ------- ------- Total Property ------- ------- 108 Less accumulated provision for depreciation and amortization of company property (Schedule III) ------- ------- Net Company Property ------- ------- INVESTMENTS 123 Investments in associate companies (Schedule IV) 124 Other Investments (Schedule IV) ------- ------- Total Investments ------- ------- CURRENT AND ACCRUED ASSETS 131 Cash 65,034 1,000 134 Special deposits 135 Working funds 136 Temporary cash investments (Schedule IV) 141 Notes receivable 143 Accounts receivable (Schedule V) 90,340 39,300 144 Accumulated provision of uncollectible accounts 146 Accounts receivable from associate companies 20,186 152 Fuel stock expenses undistributed 154 Materials and supplies 163 Stores expense undistributed 165 Prepayments 174 Miscellaneous current and accrued assets ------- ------- Total Current and Accrued Assets 175,560 40,300 ------- ------- DEFERRED DEBITS 181 Unamortized debt expense 184 Clearing accounts 186 Miscellaneous deferred debits (Schedule IX) 188 Research, development, or demonstration expenditures 190 Accumulated deferred income taxes ------- ------- Total Deferred Debits ------- ------- TOTAL ASSETS AND OTHER DEBITS $175,560 $40,300 ======= ======= ANNUAL REPORT OF NEW ENGLAND ELECTRIC RESOURCES, INC. For the Year Ended December 31, 1993 SCHEDULE I COMPARATIVE BALANCE SHEET Account Liabilities and Proprietary Capital As of December 31 Current Prior PROPRIETARY CAPITAL 201 Common stock issued (Schedule XI) 1,000 $ 1,000 211 Miscellaneous paid-in-capital (Schedule XI) 265,000 215 Appropriated retained earnings (Schedule XI) 216 Unappropriated retained earnings (Schedule XI) (199,877) (81,806) -------- ------- Total Proprietary Capital 66,123 (80,806) -------- ------- LONG-TERM DEBT 223 Advances from associate companies (Schedule XII) 224 Other long-term debt (Schedule XII) 225 Unamortized premium on long-term debt 226 Unamortized discount on long-term debt - debit --------- ------- Total Long-Term Debt --------- ------- CURRENT AND ACCRUED LIABILITIES 231 Notes payable 232 Accounts payable 6,067 233 Notes payable to associate companies (Schedule XIII) 234 Accounts payable to associate companies (Schedule XIII) 102,914 120,650 236 Taxes accrued 456 456 237 Interest accrued 238 Dividends declared 241 Tax collections payable 242 Miscellaneous current and accrued liabilities (Schedule XIII) --------- ------- Total Current and Accrued Liabilities 109,437 121,106 --------- ------- DEFERRED CREDITS 253 Other deferred credits 255 Accumulated deferred investment tax credits --------- ------- Total Deferred Credits --------- ------- 282 ACCUMULATED DEFERRED INCOME TAXES --------- ------- TOTAL LIABILITIES AND PROPRIETARY CAPITAL $175,560 $40,300 ========= ======= ANNUAL REPORT OF NEW ENGLAND ELECTRIC RESOURCES, INC. For the Year Ended December 31, 1993 SCHEDULE II COMPANY PROPERTY (Not Applicable) BALANCE AT RETIREMENTS BALANCE BEGINNING OR OTHER (1) AT CLOSE DESCRIPTION OF YEAR ADDITIONS SALES CHANGES OF YEAR Account 301 Organization 303 Miscellaneous Intangible Plant 304 Land and Land Rights 305 Structures and Improvements 306 Leasehold Improvements 307 Equipment (2) 308 Office Furniture and Equipment 309 Automobiles, Other Vehicles and Related Garage Equipment 310 Aircraft and Airport Equipment 311 Other Company Property (3) ---- ------- --- ---- ---- SUB-TOTAL None None ---- ------- --- ---- ---- 107 Construction Work in Progress (4) ---- ------- --- ---- ---- TOTAL None None ==== ======= === ==== ==== (1) PROVIDE AN EXPLANATION OF THOSE CHANGES CONSIDERED MATERIAL: ANNUAL REPORT OF NEW ENGLAND ELECTRIC RESOURCES, INC. For the Year Ended December 31, 1993 SCHEDULE II - CONTINUED (Not Applicable) (2) Subaccounts are required for each class of equipment owned. The company shall provide a listing by subaccount of equipment additions during the year and the balance at the close of the year: BALANCE AT CLOSE SUBACCOUNT DESCRIPTION ADDITIONS OF YEAR ---- ---- TOTAL None None ==== ==== (3) DESCRIBE OTHER COMPANY PROPERTY: None (4) DESCRIBE CONSTRUCTION WORK IN PROGRESS: None ANNUAL REPORT OF NEW ENGLAND ELECTRIC RESOURCES, INC. For the Year Ended December 31, 1993 SCHEDULE III ACCUMULATED PROVISION FOR DEPRECIATION AND AMORTIZATION OF COMPANY PROPERTY (Not Applicable) ADDITIONS OTHER BALANCE AT CHARGED CHANGES BALANCE BEGINNING TO RETIRE- ADD AT CLOSE DESCRIPTION OF YEAR ACCT 403 MENTS (DEDUCT)(1) OF YEAR Account 301 Organization 303 Miscellaneous Intangible Plant 304 Land and Land Rights 305 Structures and Improvements 306 Leasehold Improvements 307 Equipment 308 Office Furniture and Equipment 309 Automobiles, Other Vehicles and Related Garage Equipment 310 Aircraft and Airport Equipment 311 Other Company Property ---- --- --- --- ---- TOTAL None None ==== === === === ==== 22) PROVIDE AN EXPLANATION OF THOSE CHANGES CONSIDERED MATERIAL: None ANNUAL REPORT OF NEW ENGLAND ELECTRIC RESOURCES, INC. For the Year Ended December 31, 1993 SCHEDULE IV INVESTMENTS INSTRUCTIONS: Complete the following schedule concerning investments. Under Account 124 "Other Investments," state each investment separately, with description, including, the name of issuing company, number of shares or principal amount, etc. BALANCE AT BALANCE AT BEGINNING CLOSE DESCRIPTION OF YEAR OF YEAR ACCOUNT 123 - INVESTMENT IN ASSOCIATE COMPANIES ---- ---- TOTAL None None ==== ==== ACCOUNT 124 - OTHER INVESTMENTS ---- ---- TOTAL None None ==== ==== ACCOUNT 136 - TEMPORARY CASH INVESTMENTS ---- ---- TOTAL None None ==== ==== ANNUAL REPORT OF NEW ENGLAND ELECTRIC RESOURCES, INC. For the Year Ended December 31, 1993 SCHEDULE V ACCOUNTS RECEIVABLE INSTRUCTIONS: Complete the following schedule listing accounts receivable. BALANCE AT BALANCE AT BEGINNING CLOSE OF YEAR OF YEAR DESCRIPTION ACCOUNT 143 - FEDERAL INCOME TAX BENEFIT RECEIVABLE $39,300 $61,600 Other 28,740 ---- ------- TOTAL $39,300 $90,340 ==== ======= ANNUAL REPORT OF NEW ENGLAND ELECTRIC RESOURCES, INC. For the Year Ended December 31, 1993 SCHEDULE IX MISCELLANEOUS DEFERRED DEBITS INSTRUCTIONS: Provide detail of items in this account. Items less than $10,000 may be grouped by class, showing the number of items in each class. BALANCE AT BALANCE AT BEGINNING CLOSE DESCRIPTION OF YEAR OF YEAR ACCOUNT 186 - MISCELLANEOUS DEFERRED DEBITS ---- ---- TOTAL None None ==== ==== ANNUAL REPORT OF NEW ENGLAND ELECTRIC RESOURCES, INC. For the Year Ended December 31, 1993 SCHEDULE XI PROPRIETARY CAPITAL OUTSTANDING NUMBER OF PAR OR STATED CLOSE OF PERIOD ACCOUNT SHARES VALUE NO. OF TOTAL NUMBER CLASS OF STOCK AUTHORIZED PER SHARE SHARES AMOUNT 201 COMMON STOCK ISSUED 10,000 $1 1,000 $1,000 INSTRUCTIONS: Classify amounts in each account with a brief explanation, disclosing the general nature of transactions which give rise to the reported amounts. DESCRIPTION AMOUNT ACCOUNT 211 - MISCELLANEOUS PAID-IN CAPITAL (1) 265,000 ACCOUNT 215 - APPROPRIATED RETAINED EARNINGS ------- TOTAL 265,000 ======= INSTRUCTIONS: Give particulars concerning net income or (loss) during the year, distinguishing between compensation for the use of capital owed or net loss remaining from servicing non-associates per the General Instructions of the Uniform Systems of Accounts. For dividends paid during the year in cash or otherwise, provide rate percentage, amount of dividend, date declared and date paid. BALANCE AT NET INCOME BALANCE AT BEGINNING OR DIVIDENDS CLOSE DESCRIPTION OF YEAR (LOSS) PAID OF YEAR ACCOUNT 216 - UNAPPROPRIATED RETAINED EARNINGS $(81,806) $(118,071) None $(199,877) ------- -------- ---- -------- TOTAL $(81,806) $(118,071) None $(199,877) ======= ======== ==== ======== (1) Amount represents contributions in the form of non-interest bearing subordinated notes issued from New England Electric System (NEES). As of December 31, 1993, NEES was authorized to invest up to one million dollars in the Company in the form of either subordinated non-interest bearing notes, capital contributions or common stock. ANNUAL REPORT OF NEW ENGLAND ELECTRIC RESOURCES, INC. For the Year Ended December 31, 1993 SCHEDULE XII LONG-TERM DEBT (Not Applicable) INSTRUCTIONS: Advances from associate companies should be reported separately for advances on notes, and advances on open account. Names of associate companies from which advances were received shall be shown under the class and series of obligation column. For Account 224 - Other long-term debt provide the name of creditor company or organization, terms of the obligation, date of maturity, interest rate, and the amount authorized and outstanding.
TERMS OF OBLIG DATE BALANCE AT BALANCE AT CLASS & SERIES OF INTEREST AMOUNT BEGINNING DEDUCTIONS CLOSE NAME OF CREDITOR OF OBLIGATION MATURITY RATE AUTHORIZED OF YEAR ADDITIONS (1) OF YEAR ACCOUNT 223 - ADVANCES FROM ASSOCIATE COMPANIES: None ACCOUNT 224 - OTHER LONG-TERM DEBT: None ---- ---- ---- ---- ---- TOTAL None ==== ==== ==== ==== ==== (1) Give an explanation of deductions: None
ANNUAL REPORT OF NEW ENGLAND ELECTRIC RESOURCES, INC. For the Year Ended December 31, 1993 SCHEDULE XIII CURRENT AND ACCRUED LIABILITIES INSTRUCTIONS: Provide balance of notes and accounts payable to each associate company. Give description and amount of miscellaneous current and accrued liabilities. Items less than $10,000 may be grouped, showing the number of items in each group. BALANCE AT BALANCE AT BEGINNING CLOSE DESCRIPTION OF YEAR OF YEAR ACCOUNT 233 - NOTES PAYABLE TO ASSOCIATE COMPANIES ---- ---- TOTAL None None ==== ==== ACCOUNT 234 - ACCOUNTS PAYABLE TO ASSOCIATE COMPANIES New England Electric System 120,650 $ 84,925 New England Power Company 3,949 New England Power Service Company 14,040 ---- -------- TOTAL 120,650 $102,914 ==== ======== ACCOUNT 242 - MISCELLANEOUS CURRENT AND ACCRUED LIABILITIES ---- ---- TOTAL None None ==== ==== ANNUAL REPORT OF NEW ENGLAND ELECTRIC RESOURCES, INC. For the Year Ended December 31, 1993 SCHEDULE XIV NOTES TO FINANCIAL STATEMENTS INSTRUCTIONS: The space below is provided for important notes regarding the financial statements or any account thereof. Furnish particulars as to any significant contingent assets or liabilities existing at the end of the year. Notes relating to financial statements shown elsewhere in this report may be indicated here by reference. NEERI was incorporated under the laws of Massachusetts on January 13, 1992. SEC approval was given under the Public Utility Holding Company Act of 1935 on September 4, 1992 for NEES to initially finance NEERI and for NEERI to engage in consulting services. On April 1, 1994, the SEC issued an additional order allowing NEERI to expand the types of services it may offer to include performance of electrical related services and to approve additional capital contributions by New England Electric System. ANNUAL REPORT OF NEW ENGLAND ELECTRIC RESOURCES, INC. For the Year Ended December 31, 1993 SCHEDULE XV STATEMENT OF INCOME ACCOUNT DESCRIPTION CURRENT PRIOR YEAR YEAR INCOME 458 Services rendered to nonassociate companies $ 58,609 421 Miscellaneous income or loss $ 52,157 -------- -------- TOTAL INCOME 58,609 52,157 -------- -------- EXPENSE 920 Salaries and wages 921 Office supplies and expenses 922 Administrative expense transferred - credit 923 Outside services employed 247,595 172,807 924 Property insurance 925 Injuries and damages 926 Employee pensions and benefits 930.1 General advertising expenses 930.2 Miscellaneous general expenses 931 Rents 932 Maintenance of structures and equipment 403 Depreciation and amortization expense 408 Taxes other than income taxes 456 409 Income taxes (70,915) (39,300) 410 Provision for deferred income taxes 411 Provision for deferred income taxes - credit 411.5 Investment tax credit 426.1 Donations 426.5 Other deductions 427 Interest on long-term debt 430 Interest on debt to associate companies 431 Other interest expense -------- -------- TOTAL EXPENSE 176,680 133,963 -------- -------- NET INCOME OR (LOSS) $(118,071) $(81,806) ======== ======== ANNUAL REPORT OF NEW ENGLAND ELECTRIC RESOURCES, INC. For the Year Ended December 31, 1993 ANALYSIS OF BILLING NONASSOCIATE COMPANIES ACCOUNT 458
DIRECT INDIRECT COMPENSATION EXCESS TOTAL COST COST FOR USE TOTAL OR AMOUNT NAME OF NONASSOCIATE COMPANY CHARGED CHARGED OF CAPITAL COST DEFICIENCY BILLED 458-1 458-2 458-3 458-4 United States Energy 8,728 Association (1) Central Vermont Public Service Corporation (2) 24,368 Green Mountain Power (3) 591 SEMIP Mexico Consulting (4) 3,000 Kemper Management Service (5) 18,172 Mr. Kiraly, Geza Public & International Affairs (6) 3,750 ------- ---- -- ------- ------ ------ TOTAL 58,609 ======= ==== == ======= ====== ====== INSTRUCTION: Provide a brief description of the services rendered to each nonassociated company: (1) Consulting activities for the Hungarian Electric Companies. (2) Impact evaluation of CVPS's residential new construction program. (3) Consulting activities. (4) Consulting on the subject of competitive procurement of electric generation. (5) Consulting demand side management programs. (6) Refrigerator Magnets for Hungarian Electric Companies.
ANNUAL REPORT OF NEW ENGLAND ELECTRIC RESOURCES, INC. For the Year Ended December 31, 1993 DEPARTMENTAL ANALYSIS OF SALARIES ACCOUNT 920 NAME OF DEPARTMENT NUMBER PERSONNEL Indicate each dept. or SALARY END OF service function EXPENSE YEAR None None ---- ---- TOTAL None None ==== ==== ANNUAL REPORT OF NEW ENGLAND ELECTRIC RESOURCES, INC. For the Year Ended December 31, 1993 OUTSIDE SERVICES EMPLOYED ACCOUNT 923 INSTRUCTIONS: Provide a breakdown by subaccount of outside services employed. If the aggregate amounts paid to any one payee and included within one subaccount is less than $25,000, only the aggregate number and amount of all such payments included within the subaccount need be shown. Provide a subtotal for each type of service. RELATIONSHIP "A"- ASSOCIATE FROM WHOM PURCHASED ADDRESS "NA"- NON ASSOCIATE AMOUNT ADMINISTRATIVE SERVICES New England Power 25 Research Drive A $184,090 Service Company Westborough, MA 01582 Sherif Fam 36 Concord Ave. NA 45,002 Cambridge, MA 02138 9 Vendors* NA 18,503 (each under $25,000) -------- TOTAL ADMINISTRATIVE SERVICES $247,595 ======== *Includes $3,949 from New England Power Company, an associate. ANNUAL REPORT OF NEW ENGLAND ELECTRIC RESOURCES, INC. For the Year Ended December 31, 1993 MISCELLANEOUS GENERAL EXPENSES ACCOUNT 930.2 INSTRUCTIONS: Provide a listing of the amount included in Account 930.2, "Miscellaneous General Expenses", classifying such expenses according to their nature. Payments and expenses permitted by Sections 321(b)(2) of the Federal Election Campaign Act, as amended by Public Law 94-283 in 1976 (2 U.S.C. Section 441(b)(2)) shall be separately classified. DESCRIPTION AMOUNT None ---- TOTAL None ==== ANNUAL REPORT OF NEW ENGLAND ELECTRIC RESOURCES, INC. For the Year Ended December 31, 1993 TAXES OTHER THAN INCOME TAXES ACCOUNT 408 INSTRUCTIONS: Provide an analysis of Account 408, "Taxes Other Than Income Taxes". Separate the analysis into two groups: (1) other than U.S. Government taxes, and (2) U.S. Government taxes. Specify each of the various kinds of taxes and show the amounts thereof. Provide a subtotal for each class of tax. KIND OF TAX AMOUNT 1) OTHER THAN U.S. GOVERNMENT TAXES Massachusetts State Tax None ----- SUBTOTAL None ----- 2) U.S. GOVERNMENT TAXES None ----- SUBTOTAL None ----- TOTAL None ===== ANNUAL REPORT OF NEW ENGLAND ELECTRIC RESOURCES, INC. For the Year Ended December 31, 1993 DONATIONS ACCOUNT 426.1 INSTRUCTIONS: Provide a listing of the amount included in Account 426.1, "Donations", classifying such expenses by its purpose. The aggregate number and amount of all items of less than $3,000 may be shown in lieu of details. NAME OF RECIPIENT PURPOSE OF DONATION NONE ---- TOTAL None ==== ANNUAL REPORT OF NEW ENGLAND ELECTRIC RESOURCES, INC. For the Year Ended December 31, 1993 OTHER DEDUCTIONS ACCOUNT 426.5 INSTRUCTIONS: Provide a listing of the amount included in Account 426.5, "Other Deductions", classifying such expenses according to their nature. DESCRIPTION NAME OF PAYEE NONE ---- TOTAL None ==== ANNUAL REPORT OF NEW ENGLAND ELECTRIC RESOURCES, INC. For the Year Ended December 31, 1993 SCHEDULE XVIII NOTES TO STATEMENT OF INCOME INSTRUCTIONS: The space below is provided for important notes regarding the statement of income or any account thereof. Furnish particulars as to any significant increase in services rendered or expenses incurred during the year. Notes relating to financial statements shown elsewhere in this report may be indicated here by reference. See Page 15 ANNUAL REPORT OF NEW ENGLAND ELECTRIC RESOURCES, INC. ORGANIZATION CHART For the Year Ended December 31, 1993 Board of Directors ! ! ! President ! ! ! ------------------------------ ! ! ! ! ! ! Treasurer Clerk ANNUAL REPORT OF NEW ENGLAND ELECTRIC RESOURCES, INC. For the Year Ended December 31, 1993 SIGNATURE CLAUSE Pursuant to the requirements of the Public Utility Holding Company Act of 1935 and the rules and regulations of the Securities and Exchange Commission issued thereunder, the undersigned company has duly caused this report to be signed on its behalf by the undersigned officer thereunto duly authorized. New England Electric Resources, Inc. --------------------------------- (Name of Reporting Company) By: s/ J.G. Cochrane ------------------------------- (Signature of Signing Officer) J.G. Cochrane Treasurer ------------------------------------------- (Printed Name and Title of Signing Officer) Date: April 29, 1994 -------------- -----END PRIVACY-ENHANCED MESSAGE-----