<PAGE> 1
Page 1 of 17
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549-1004
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended December 31, 1994
Commission file number 1 - 7479
BAY STATE GAS COMPANY
EMPLOYEE SAVINGS PLAN
(Full title of the plan)
BAY STATE GAS COMPANY
300 Friberg Parkway
Westborough, Massachusetts 01581-5039
(Name and address of issuer of the securities
held pursuant to the plan)
<PAGE> 2
Page 2 of 17
<TABLE>
<CAPTION>
Index Page No.
----- --------
<S> <C>
(a) Signatures: 3
(b) Financial Statements:
Independent Auditors' Report 4
Statements of Financial Condition as
of December 31, 1994 and 1993 5
Statements of Income and Changes in
Plan Equity for the years ended
December 31, 1994, 1993 and 1992 6-8
Notes to Financial Statements 9-15
Schedule I: Item 27a - Schedule of
Assets Held for Investment Purposes 16
Schedules II: Item 27d - Schedule of
Reportable Transactions - Year Ended
December 31, 1994 17
</TABLE>
<PAGE> 3
Page 3 of 17
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Committee administering the Plan has duly caused this annual report to be signed
by the undersigned thereunto duly authorized.
BAY STATE GAS COMPANY
BENEFITS COMMITTEE
Date: June 30, 1995 By /s/ Charles H. Tenney III
----------------------------
Charles H. Tenney III
Chairman
By /s/ Paul G. Ford
----------------------------
Paul G. Ford
Vice-Chairman
By /s/ Thomas W. Sherman
----------------------------
Thomas W. Sherman
Committee Member
By /s/ William D. MacGillivray
----------------------------
William D. MacGillivray
Committee Member
By /s/ Kim H. Corwin
----------------------------
Kim H. Corwin
Committee Member
<PAGE> 4
Page 4 of 17
Independent Auditors' Report
The Benefits Committee
Bay State Gas Company:
We have audited the accompanying statements of financial condition of the Bay
State Gas Company Employee Savings Plan as of December 31, 1994 and 1993, and
the related statements of income and changes in plan equity for each of the
years in the three-year period ended December 31, 1994. These financial
statements are the responsibility of the Plan's management. Our responsibility
is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial condition of the Bay State Gas Company
Employee Savings Plan at December 31, 1994 and 1993, and the results of its
operations and changes in plan equity for each of the years in the three-year
period ended December 31, 1994 in conformity with generally accepted accounting
principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets
held for investment purposes and reportable transactions are presented for the
purpose of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. The supplemental schedules
have been subjected to the auditing procedures applied in the audits of the
basic financial statements and, in our opinion, are fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.
KPMG Peat Marwick LLP
Boston, Massachusetts
June 9, 1995
<PAGE> 5
Page 5 of 17
Bay State Gas Company Employee Savings Plan
Statements of Financial Condition
December 31, 1994 and 1993
<TABLE>
<CAPTION>
Assets 1994 1993
- ------ ---- ----
<S> <C> <C>
Investments, at market value (note 4):
Company Stock Fund $ 7,981,221 $ 9,148,263
Company PAYSOP Fund 5,861,874 6,724,602
Templeton Growth Fund, Ltd. 6,374,217 4,978,046
State Street Bank and Trust Company:
Selection Fund 7,749,125 7,712,239
Index Fund 2,903,470 2,971,601
Loan Fund 1,395,468 1,348,791
----------- -----------
Total investments 32,265,375 32,883,542
Cash and cash equivalents 240,043 202,325
Accrued interest receivable 44,153 43,430
Other receivables 4,882 -
----------- -----------
Total assets $32,554,453 $33,129,297
=========== ===========
Liabilities and Plan Equity
Accrued expenses $ 14,150 $ -
Due to Bay State Gas Company Employee
Savings Plan for Operating
Employees 162,390 -
----------- -----------
Total liabilities 176,540 -
----------- -----------
Total plan equity 32,377,913 33,129,297
----------- -----------
Total liabilities and plan equity $32,554,453 $33,129,297
=========== ===========
</TABLE>
See accompanying notes to financial statements.
<PAGE> 6
Page 6 of 17
Bay State Gas Company Employee Savings Plan
Statement of Income and Changes in Plan Equity
Year ended December 31, 1994
<TABLE>
<CAPTION>
Templeton
Growth Company Company
Selection Index Fund Stock PAYSOP Loan
Fund Fund Ltd Fund Fund Fund Total
----------- ----------- ---------- ------------ ----------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Investment income:
Interest $ 505,443 $ 126 $ 1,881 $ 1,340 $ 65 $ 83,144 $ 591,999
Dividends - - 540,519 622,724 170,116 - 1,333,359
Net appreciation (depreciation)
in the market value of
investments - 42,626 (527,097) (1,478,062) (902,599) -- (2,865,132)
----------- ----------- ---------- ------------ ----------- ---------- -----------
Total investment income
(loss) 505,443 42,752 15,303 (853,998) (732,418) 83,144 (939,774)
----------- ----------- ---------- ------------ ----------- ---------- -----------
Contributions:
Employee 472,331 222,333 519,766 612,186 - - 1,826,616
Employer 208,090 105,251 216,600 263,287 - - 793,228
----------- ----------- ---------- ------------ ----------- ---------- -----------
Total contributions 680,421 327,584 736,366 875,473 - - 2,619,844
----------- ----------- ---------- ------------ ----------- ---------- -----------
Total additions 1,185,864 370,336 751,669 21,475 (732,418) 83,144 1,680,070
----------- ----------- ---------- ------------ ----------- ---------- -----------
Benefits paid (303,234) (146,830) (86,594) (216,344) (68,142) - (821,144)
Administrative fees (37,924) (15,719) (8,495) (18,617) (12,072) - (92,827)
Transfers between funds (295,889) (99,822) 986,830 5,271,860 (5,911,575) 48,596 -
Transfers out to other plans (439,676) (133,279) (217,870) (613,872) - (112,786) (1,517,483)
----------- ----------- ---------- ------------ ----------- ---------- -----------
Net increase (decrease)
in plan equity 109,141 (25,314) 1,425,540 4,444,502 (6,724,207) 18,954 (71,384)
Plan equity:
Beginning of year 7,755,646 2,971,613 4,988,053 9,340,987 6,724,207 1,348,791 33,129,297
----------- ----------- ---------- ------------ ----------- ---------- -----------
End of year $ 7,864,787 $ 2,946,299 $6,413,593 $ 13,785,489 $ - $1,367,745 $32,377,913
=========== =========== ========== ============ =========== ========== ===========
</TABLE>
See accompanying notes to financial statements.
<PAGE> 7
Page 7 of 17
Bay State Gas Company Employee Savings Plan
Statement of Income and Changes in Plan Equity
Year ended December 31, 1993
<TABLE>
<CAPTION>
Templeton
Growth Company Company
Selection Index Fund Stock PAYSOP Loan
Fund Fund Ltd Fund Fund Fund Total
---------- ---------- ---------- ---------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Investment income:
Interest $ 503,442 $ 209 $ 1,133 $ 519 $ 6 $ 78,346 $ 583,655
Dividends - - 352,725 418,771 322,543 - 1,094,039
Net appreciation in the
market value of investments - 272,874 772,718 1,007,627 780,368 -- 2,833,587
---------- ---------- ---------- ---------- ---------- ---------- -----------
Total investment income 503,442 273,083 1,126,576 1,426,917 1,102,917 78,346 4,511,281
---------- ---------- ---------- ---------- ---------- ---------- -----------
Contributions:
Employee 518,563 238,927 346,554 664,002 - 734 1,768,780
Employer 251,064 108,624 156,314 291,408 - - 807,410
---------- ---------- ---------- ---------- ---------- ---------- -----------
Total contributions 769,627 347,551 502,868 955,410 - 734 2,576,190
---------- ---------- ---------- ---------- ---------- ---------- -----------
Total additions 1,273,069 620,634 1,629,444 2,382,327 1,102,917 79,080 7,087,471
---------- ---------- ---------- ---------- ---------- ---------- -----------
Benefits paid (91,104) (43,861) (14,633) (103,805) (17,372) (3,946) (274,721)
Transfers between funds (186,471) (231,084) 157,273 100,323 - 159,959
---------- ---------- ---------- ---------- ---------- ---------- -----------
Net increase in plan equity 995,494 345,689 1,772,084 2,378,845 1,085,545 235,093 6,812,750
Plan equity:
Beginning of year 6,760,152 2,625,924 3,215,969 6,962,142 5,638,662 1,113,698 26,316,547
---------- ---------- ---------- ---------- ---------- ---------- -----------
End of year $7,755,646 $2,971,613 $4,988,053 $9,340,987 $6,724,207 $1,348,791 $33,129,297
========== ========== ========== ========== ========== ========== ===========
</TABLE>
See accompanying notes to financial statements.
<PAGE> 8
Page 8 of 17
Bay State Gas Company Employee Savings Plan
Statement of Income and Changes in Plan Equity
Year ended December 31, 1992
<TABLE>
<CAPTION>
Templeton
Growth Company Company
Selection Index Fund Stock PAYSOP Loan
Fund Fund Ltd Fund Fund Fund Total
---------- ----------- ---------- ---------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Investment income:
Interest $ 471,687 $ 247 $ 657 $ 963 $ 1,042 $ 68,399 $ 542,995
Dividends - - 317,337 355,158 299,123 - 971,618
Net appreciation (depreciation)
in the market value of investments - 189,563 (206,836) 663,429 550,504 - 1,196,660
---------- ----------- ---------- ---------- ---------- ---------- -----------
Total investment income 471,687 189,810 111,158 1,019,550 850,669 68,399 2,711,273
---------- ----------- ---------- ---------- ---------- ---------- -----------
Contributions:
Employee 473,063 210,390 282,610 463,069 - - 1,429,132
Employer 185,213 73,313 102,639 179,412 - - 540,577
---------- ----------- ---------- ---------- ---------- ---------- -----------
Total contributions 658,276 283,703 385,249 642,481 - - 1,969,709
---------- ----------- ---------- ---------- ---------- ---------- -----------
Total additions 1,129,963 473,513 496,407 1,662,031 850,669 68,399 4,680,982
---------- ----------- ---------- ---------- ---------- ---------- -----------
Benefits paid (120,508) (17,541) (79,146) (149,305) (179,865) (35,519) (581,884)
Fees paid (1,127) - (60) - - - (1,187)
Transfers between funds 55,630 (28,146) 161,998 (337,302) (740) 148,560 -
---------- ----------- ---------- ---------- ---------- ---------- -----------
Net increase in plan equity 1,063,958 427,826 579,199 1,175,424 670,064 181,440 4,097,911
Plan equity:
Beginning of year 5,696,194 2,198,098 2,636,770 5,786,718 4,968,598 932,258 22,218,636
---------- ----------- ---------- ---------- ---------- ---------- -----------
End of year $6,760,152 $ 2,625,924 $3,215,969 $6,962,142 $5,638,662 $1,113,698 $26,316,547
========== =========== ========== ========== ========== ========== ===========
</TABLE>
See accompanying notes to financial statements.
<PAGE> 9
Page 9 of 17
BAY STATE GAS COMPANY
EMPLOYEE SAVINGS PLAN
Notes to Financial Statements
December 31, 1994, 1993 and 1992
1) Description of Plan
(a) General
The Bay State Gas Company Employee Savings Plan ("the Plan") is
a defined contribution payroll reduction savings plan. The
Plan is subject to the provisions of the Employee Retirement
Income Security Act of 1974 ("ERISA"). Participants should
refer to the Plan document for more complete information.
(b) Plan Amendments
The Plan was amended and restated in 1992 to include an
enhanced contribution matching provision for certain employees.
(c) Eligibility
Substantially all non-union employees of Bay State Gas Company
(the "Company") and its wholly-owned subsidiaries, Northern
Utilities, Inc. and Granite State Gas Transmission, Inc. are
eligible for participation in the Plan following the completion
of one year of service. To meet the service requirement, an
employee must complete at least 1,000 hours of service during
any twelve consecutive months commencing on their date of
employment or any anniversary of that date.
Employees may participate in the Plan until death, retirement,
or withdrawal of the entire contributed balance.
2) Summary of Significant Accounting Policies
(a) Basis of Presentation
The accompanying financial statements have been prepared on the
accrual basis of accounting.
(b) Trustee
State Street Bank & Trust Company served as Trustee of the Plan
and was granted discretionary authority concerning purchases
and sales of investments for the Plan. Plan assets are held in
safekeeping by the Trustee. Effective April 1, 1995, Wells
Fargo Bank was appointed Trustee of the Plan and all assets
were subsequently transferred into their possession.
<PAGE> 10
Page 10 of 17
BAY STATE GAS COMPANY
EMPLOYEE SAVINGS PLAN
Notes to Financial Statements
December 31, 1994, 1993 and 1992
2) Summary of Significant Accounting Policies (continued)
(c) Investments
Investments in the Company Stock Fund, Templeton Growth Fund,
Company PAYSOP Fund and the Index Fund are stated at market
value. Market values are based on quotations from national
securities exchanges for the various investments as of the
close of business on the last day of the year. Investments
held in the Selection Fund consist of guaranteed investment
contracts and are valued at contract value.
Purchases and sales of securities are recorded on a trade-date
basis. Interest income is recorded on the accrual basis.
Dividends are recorded on the ex-dividend date.
Net appreciation (depreciation)in the market value of
investments includes both realized and unrealized gains and
losses.
(d) Payment of benefits
Benefits are recorded when paid.
3) Plan Administration
(a) Administration
The Plan is administered by the Bay State Gas Company Benefits
Committee ("the Committee"), which is comprised of three or
more individuals selected by the Board of Directors of the
Company. The Committee carries out the provisions of the Plan,
replies to questions and resolves disputes arising under the
Plan. Members of the Committee do not receive compensation for
service.
(b) Expenses
A loan processing fee may be charged to participants borrowing
from their accounts. Prior to January 1, 1994, all other
expenses of the Plan were paid by the Company. Effective
January 1, 1994, ll expenses are paid by the Plan and allocated
to participants' accounts.
4) Investments
All contributions are remitted to the Trustee for investment in
accordance with the instructions of the participants. Participants
may allocate their contributions (in 25% multiples) to various
investment funds. Allocation percentages, as well as investment
options among the four investment funds, may be changed once in a
three-month period by the participant.
<PAGE> 11
Page 11 of 17
BAY STATE GAS COMPANY
EMPLOYEE SAVINGS PLAN
Notes to Financial Statements
December 31, 1994, 1993 and 1992
4) Investments (continued)
The following investment funds are offered to active participants of
the Plan.
Company Stock Fund - Funds are invested in the common stock of Bay
State Gas Company.
Templeton Growth Fund, Ltd. - Funds are invested in securities of
corporations and governments of any nation in the world.
State Street Bank & Trust Company Selection Fund - Funds are
invested in a pooled fund of guaranteed investment contracts
("GICs"). A GIC is the unconditional interest bearing obligation of
an insurance company to pay specified amounts.
State Street Bank & Trust Company Index Fund - Funds are invested in
publicly traded common stocks of United States corporations.
Loan Fund - Funds are comprised of amounts borrowed by participants
from their account balances (see note 6).
At December 31, 1994, there were 368, 196, 304 and 509 participating
accounts in the Selection Fund, Index Fund, Templeton Growth Fund,
Ltd., and the Company Stock Fund, respectively. Due to the timing
of the purchase of the above investments, the Plan may also have
short-term investments.
All funds, with the exception of the Loan Fund, represented more
that five percent of plan equity at December 31, 1994 and 1993
respectively.
During August 1994, all participant account balances in the PAYSOP
Fund were transferred to the Company Stock Fund. The PAYSOP
investments, consisting entirely of Company Stock, were subsequently
transferred to the Company Stock fund on January 27, 1995.
<PAGE> 12
Page 12 of 17
BAY STATE GAS COMPANY
EMPLOYEE SAVINGS PLAN
Notes to Financial Statements
December 31, 1994, 1993 and 1992
5) Contributions
(a) Participant Contributions
Each participant may designate a percentage of their annual
compensation to be contributed to the Plan on their behalf by
entering into the salary reduction agreement, thereby reducing
their compensation by 1% to 15% of their annual eligible
compensation. This compensation reduction was limited to a
maximum amount of $9,240 per year in 1994 (indexed annually
from $7,000 commencing January 1, 1987). In 1994, for
employees whose earnings are in excess of $66,000 (indexed
annually from $50,000 commencing January 1, 1987),
contributions are limited to 7 1/2% of their annual
compensation. Participants' salary payments will be reduced
accordingly. A participant's eligible compensation for any
given year generally consists of straight time wages, certain
supplementary compensation and 75% of sales commissions paid or
accrued. All overtime, bonuses, some supplementary
compensation payments, deferred compensation, retirement
benefits and other forms of nonrecurring compensation are
excluded.
(b) Company Contributions
Until October 1, 1992, the Company contributed to each
participant's account an amount equal to 50% of the
participant's savings contributions, provided that Company
contributions did not exceed 2.5% of a participant's eligible
compensation.
Beginning October 1, 1992, for participants under the age of 45
on January 1, 1992 and all employees hired after September 1,
1990, the Company changed the amount of its contribution to
each participant's account to an amount equal to 100% of the
first 2-1/2% of the participant's eligible compensation
contributed and 50% of the next 5% of the participant's
eligible compensation contributed, provided that total Company
contributions did not exceed 5% of the participant's eligible
compensation.
(c) Vesting
Employer and employee contributions vest immediately.
<PAGE> 13
Page 13 of 17
BAY STATE GAS COMPANY
EMPLOYEE SAVINGS PLAN
Notes to Financial Statements
December 31, 1994, 1993 and 1992
6) Withdrawals, Borrowings, and Distributions
(a) Withdrawals
Participants may withdraw all or any portion of their
contributions through November 1, 1983 on the last day of any
month, upon 30 days notice to the Committee. Only one
withdrawal may be made in any twelve-month period and the
withdrawal may not exceed the value of the contributions in
their account on that date.
Contributions subsequent to November 1, 1983 may be withdrawn
in the event of financial hardship or the attainment of 59 1/2
years of age.
(b) Borrowings
Participants may apply to the Committee for permission to
borrow from their accounts an amount which, together with any
outstanding loans from any other qualified plans of the
Company, does not exceed the lesser of (i) one-half of the
amounts in all of their accounts or (ii) an amount which, when
added to any other amounts borrowed under any other plan, does
not exceed $50,000. Further, effective January 1, 1987, as a
result of the Tax Reform Act of 1986, the $50,000 limitation
will be reduced by the excess (if any) of the highest
outstanding loan balance of a participant in the preceding
twelve-month period ending on the day before the date on which
the loan was made, over the outstanding balance of loans from
the plan on the date of the loan. Applications to borrow must
be adequately secured, must be for at least $1,000 and must be
repaid at a rate of interest equal to the prime interest rate,
as published in the Wall Street Journal, at the time the loan
is made, plus one percent. This interest rate is applicable for
the duration of the loan. Only one loan may be outstanding to a
participant at any time and must be repaid within five years.
<PAGE> 14
Page 14 of 17
BAY STATE GAS COMPANY
EMPLOYEE SAVINGS PLAN
Notes to Financial Statements
December 31, 1994, 1993 and 1992
6) Withdrawals, Borrowings, and Distributions (continued)
(c) Distributions
Distribution of a participant's entire account balance in the
Plan will be made upon retirement, termination of employment or
death. Distributions will be made to the participant or to the
participant's designated beneficiary in either a lump sum
payment or in periodic payments over a period not to exceed 10
years for a spousal beneficiary or over a period within 5 years
in the case of a non-spousal beneficiary.
Upon the death of a Plan participant, benefits to the
participant's spouse must commence no later than April 1st
following the date the participant would have been age 70 1/2.
For any other beneficiary, death benefits must commence within
one year of the Participant's death.
Upon the retirement or termination of employment, Plan
participants (thereby becoming inactive Plan participants) may
elect to receive their share of Plan equity in a lump sum or in
installments over a period not to exceed 10 years.
7) Income Tax Status
The Internal Revenue Service has determined and informed the
Company, by a letter dated October 24, 1994, that the Plan is
qualified and the Trust established under the Plan is tax exempt,
under the appropriate sections of the Internal Revenue Code.
8) Plan Termination
(a) If the Plan is discontinued, all assets of the Plan must be
used for the exclusive benefit of participants of the Plan.
(b) The Company expects to continue the Plan indefinitely, however,
it may terminate the Plan at any time by giving written notice
to the Trustee. After termination, the Company will make no
further contributions to the Plan.
<PAGE> 15
Page 15 of 17
BAY STATE GAS COMPANY
EMPLOYEE SAVINGS PLAN
Notes to Financial Statements
December 31, 1994, 1993 and 1992
9) Reconciliation of Accompanying Financial Statements to Federal
Form 5500
The following is a reconciliation of net assets available for
benefits per the accompanying financial statements to Federal Form
5500:
<TABLE>
<CAPTION>
December 31,
1994
----
<S> <C>
Net assets available for benefits per the
accompanying financial Statements $32,377,913
Benefits payable per Federal Form 5500 786,044
-----------
Net assets available for benefits per
Federal Form 5500 $31,591,869
===========
</TABLE>
The following is a reconciliation of benefits paid to participants
per accompanying financial statements to Federal Form 5500:
<TABLE>
<CAPTION>
Year Ended
December 31,
1994
----
<S> <C>
Benefits paid to participants per accompanying
financial statements $ 778,863
Benefits payable per Federal Form 5500 786,044
-----------
Benefits paid per Federal Form 5500 $ 1,564,907
===========
</TABLE>
Benefits payable are recorded on Federal Form 5500 for benefit
claims that have been processed and approved prior to December 31,
1994 but not yet paid as of that date. Benefits payable are not
required to be accrued at the end of each year in the accompanying
financial statements in order to conform with generally accepted
accounting principles.
<PAGE> 16
Page 16 of 17
Schedule I
BAY STATE GAS COMPANY EMPLOYEE SAVINGS PLAN
Item 27(a) - Schedule of Assets Held for Investment Purposes
December 31, 1994
<TABLE>
<CAPTION>
(a) (b) Identity of Issue (c) Description of Investment (d) Cost (e) Current Value
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
* Company Stock Fund Common Stock; 332,551 shares $ 6,975,654 7,981,221
* Company PAYSOP Fund Common Stock; 244,245 shares 3,085,610 5,861,874
Templeton Growth Fund, Ltd. Mutual Fund; 392,743 shares 5,864,874 6,374,217
* State Street Bank Selection Fund Pooled Funds; 7,749,125 units 7,749,125 7,749,125
* State Street Bank Index Fund Pooled Funds; 41,148 units 1,936,281 2,903,470
Loan Fund Participant Loans 6.50% - 10.00% 1,395,468 1,395,468
----------- -----------
Total assets held for investment purposes $27,007,012 $32,265,375
=========== ===========
<FN>
* Party in interest
</TABLE>
<PAGE> 17
Page 17 of 17
Schedule II
BAY STATE GAS COMPANY EMPLOYEE SAVINGS PLAN
Item 27(d) - Schedule of Reportable Transactions
Year Ended December 31, 1994
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Identity of party Purchase Selling Lease Expense Cost of
involved Description of asset Price Price rental Incurred asset
(a) (b) (c) (d) (e) (f) (g)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
State Street Bank Selection Fund* Pooled Fund - purchased 3,168,428 units 3,168,428 - - - 3,168,428
- sold 2,621,807 units - 2,621,807 - - 2,621,807
- ------------------------------------------------------------------------------------------------------------------------------------
Templeton Growth Fund Mutual Fund - purchased 126,817 shares 2,227,409 - - - 2,227,409
- ------------------------------------------------------------------------------------------------------------------------------------
State Street Bank Short-Term Pooled Fund - purchased 2,095,000 units 2,095,000 - - - 2,095,000
Investment Fund for Employee Trusts* - sold 2,020,000 units - 2,020,000 - - 2,020,000
- ------------------------------------------------------------------------------------------------------------------------------------
State Street Bank Yield Enhanced Money Market - purchased 3,071,300 units 3,071,300 - - - 3,071,300
Short-Term Investment Fund* - sold 3,071,122 units - 3,071,122 - - 3,071,122
- ------------------------------------------------------------------------------------------------------------------------------------
<FN>
* Party in interest
</TABLE>
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------
Current value
Identity of party of asset on Net gain
involved transaction date or (loss)
(a) (h) (i)
- ----------------------------------------------------------------------------
<S> <C> <C>
State Street Bank Selection Fund* 3,168,428 -
2,621,807 -
- ----------------------------------------------------------------------------
Templeton Growth Fund 2,227,409 -
- ----------------------------------------------------------------------------
State Street Bank Short-Term 2,095,000 -
Investment Fund for Employee Trusts* 2,020,000 -
- ----------------------------------------------------------------------------
State Street Bank Yield Enhanced 3,071,300 -
Short-Term Investment Fund* 3,071,122 -
- ----------------------------------------------------------------------------
<FN>
* Party in interest
</TABLE>
