SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM 10-K/A
AMENDMENT TO APPLICATION OR REPORT
FILED PURSUANT TO SECTION 12, 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
CENTRAL MAINE POWER COMPANY
(Exact name of registrant as specified in charter)
The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its Annual Report Pursuant to Section
13 or 15(d) of the Securities Exchange Act of 1934 on Form 10-K for the fiscal
year ended December 31, 1998, as set forth in the pages attached hereto.
Pursuant to Rule 15d-21 of the Securities Exchange Act of 1934, this amendment
is being made to add the information, financial statements, and exhibits
required by Form 11-K with respect to the CENTRAL MAINE POWER COMPANY EMPLOYEE
SAVINGS AND INVESTMENT PLAN FOR NON-UNION EMPLOYEES and to the CENTRAL MAINE
POWER COMPANY EMPLOYEE SAVINGS AND INVESTMENT PLAN FOR UNION EMPLOYEES, as
Exhibits 99-1 and 99-2, respectively.
Pursuant to the requirements of Section 13 of the Securities Exchange Act of
1934, the Registrant has duly caused this amendment to be signed on its behalf
by the undersigned, thereunto duly authorized.
CENTRAL MAINE POWER COMPANY
By/s/Michael W. Caron
Michael W. Caron, Comptroller
<PAGE>
Exhibit 99-1
FORM 11-K
FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS
AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal years ended December 31, 1998
[ ] TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission file number
A. Full title of the plan and the address of the plan, if different from that
of the issuer named below:
CENTRAL MAINE POWER COMPANY
EMPLOYEE SAVINGS AND INVESTMENT PLAN
FOR NON-UNION EMPLOYEES
B. Name of issuer of the securities held pursuant to the plan and the address
of its principal executive office:
CMP GROUP, INC.
83 EDISON DRIVE
AUGUSTA, MAINE 04336
<PAGE>
Central Maine Power Company
Form 11-K - Year 1998
Central Maine Power Company
Employee Savings and Investment Plan
For Non-Union Employees
REQUIRED INFORMATION
The following financial statements shall be furnished for the plan:
Page No.
(a) Financial Statements
Report of Independent Public Accountants F-1
Statements of Net Asset Available for Benefits F-2
Statement of Changes in Net Assets Available for Benefits F-3 through F-5
Notes to Financial Statements F-6 through F-13
Supplemental Schedules:
I - Item 27a Schedule of Assets Held for Investment S-1 through S-2
Purposes at December 31, 1998
II - Item 27d Schedule of Reportable Transactions for S-3
the Year Ended December 31, 1998
(b) Exhibits
Consent of Independent Public Accountants E-1
Signature E-2
<PAGE>
Report of Independent Accountants
To the Board of Directors of
Central Maine Power Company
In our opinion, the accompanying statements of net assets available for benefits
and the related statements of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of Central Maine Power Company Employee Savings and Investment Plan for
Non-Union Employees (the "Plan") at December 31, 1998 and 1997, and the changes
in net assets available for benefits for the year ended December 31, 1998 in
conformity with generally accepted accounting principles. 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 of these statements in accordance with generally accepted
auditing standards which 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, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.
Our audits were conducted 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 fund information in the
statements of net assets available for benefits and the statement of changes in
net assets available for benefits is presented for purposes of additional
analysis rather than to present the net assets available for plan benefits and
changes in net assets available for benefits of each fund. These supplemental
schedules and fund information are the responsibility of the Plan's management.
The supplemental schedules and fund information 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.
PricewaterhouseCoopers LLP
June 25, 1999
<PAGE>
Central Maine Power Company
Form 11-K - Year 1998
Central Maine Power Company
Employee Savings and Investment Plan
For Non-Union Employees
Statements of Net Assets Available for Benefits
As of December 31,
1998 1997
Assets:
Investments at Fair Value:
Retirement Government Money Market Portfolio $6,734,685 $3,949,810
Fidelity Balanced Fund 6,476,896 5,733,860
Fidelity Magellan Fund 21,470,414 16,826,481
Spartan U.S. Equity Index Fund 24,921,870 20,974,999
Fixed Income Contract Portfolio 3,320,410 4,110,837
Fidelity Intermediate Bond Fund - 504,919
Asset Manager Income Fund - 547,520
Asset Manager Fund - 1,816,880
Asset Manager Growth Fund 5,878,838 4,044,483
Central Maine Power Company Stock Fund 9,642,115 8,779,974
PIMCO Total Return Bond Fund 1,507,339 -
MAS Value Fund 649,147 -
Neuberger & Berman Genesis Trust 1,558,117 -
Vanguard PRIMECAP 2,788,493 -
Invesco Total Return 731,265 -
Fidelity Diversified International 766,766 -
Loans Due from Participants 1,522,445 1,637,343
--------- ---------
Total Investments 87,968,800 68,927,106
Receivables:
Dividends on Company Stock 109,235 120,602
Kennebec Water Power Company Employee
Savings and Investment Plan (Note 1) 29,832 -
Accrued Interest 1,286 5,951
--------- ----------
Total Receivables 140,353 126,553
------- --------
Total Assets 88,109,153 69,053,659
---------- ----------
Liabilities:
Accounts payable (457,425) (369,423)
-------- ---------
Total Liabilities (457,425) (369,423)
-------- ---------
Net Assets Available for Benefits $87,651,728 $68,684,236
========== ==========
The accompanying notes are an integral part of these financial statements.
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Central Maine Power Company
Employee Savings and Investment Plan
For Non-Union Employees
Statement of Changes in Net Assets Available for Benefits
For the Year Ended December 31, 1998
Retirement Fixed
Government Fidelity Fidelity Spartan U.S. Income Fidelity
Money Market Balanced Magellan Equity Index Contract Intermediate
Portfolio Fund Fund Fund Portfolio Bond Fund
Additions:
Investment Income
Net Appreciation
on Fair Market Value $ - $ 471,182 $ 4,327,964 $ 5,155,161 $ - $ 1,989
Dividend on Company Stock - - - - - -
Interest and Dividends 251,874 628,267 978,441 493,341 204,405 3,922
Interest on Loans 9,310 10,878 38,594 25,988 - 182
Contributions
Participants' 234,741 368,169 1,086,397 983,689 - 4,339
Employer's - - - - - -
Other 4,162 3,003 4,693 20,280 -
----------------------------------------------------------------------------------------------
Total Additions 500,087 1,481,499 6,436,089 6,678,459 204,405 10,432
Deductions:
Benefits Paid to participants (375,912) (291,048) (472,981) (727,589) (213,417) -
Loan Repayments 104,821 87,035 279,510 199,121 - 1,014
Loan Withdrawals (47,958) (86,154) (247,537) (212,327) (21,138) (155)
Other - - - - (10,399) -
----------------------------------------------------------------------------------------------
Net Increase Prior to Transfer 181,038 1,191,332 5,995,081 5,937,664 (40,549) 11,291
Interplan Transfers 14,310 24,252 92,942 110,245 2,807 486
Interfund Transfers 2,589,527 (472,548) (1,444,090) (2,101,038) (752,685) (516,696)
----------------------------------------------------------------------------------------------
Net Increase (Decrease) 2,784,875 743,036 4,643,933 3,946,871 (790,427) (504,919)
Net Assets Available for Benefits:
Beginning of Year 3,949,810 5,733,860 16,826,481 20,974,999 4,110,837 504,919
----------------------------------------------------------------------------------------------
End of Year $ 6,734,685 $ 6,476,896 $ 21,470,414 $ 24,921,870 $ 3,320,410 $ -
==============================================================================================
(Continued on page F-4)
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Central Maine Power Company
Employee Savings and Investment Plan
For Non-Union Employees
Statement of Changes in Net Assets Available for Benefits
For the Year Ended December 31, 1998
Asset Asset Central PIMCO
Manager Asset Manager Maine Power Total MAS
Income Manager Growth Company Return Value
Fund Fund Fund Stock Fund Bond Fund Fund
Additions:
Investment Income
Net Appreciation
on Fair Market Value $ 8,890 $ 70,392 $ 18,127 $ 1,897,817 $ (29,800) $ (152,921)
Dividend on Company Stock - - - 452,645 - -
Interest and Dividends 1,164 - 814,162 - 113,707 107,912
Interest on Loans 82 255 8,149 7,627 2,877 583
Contributions
Participants' 3,493 15,518 402,358 93,982 62,002 38,681
Employer's - - - 1,222,309 - -
Other - 3,003 6,854 694 - -
----------------------------------------------------------------------------------------------
Total Additions 13,629 89,168 1,249,650 3,675,074 148,786 (5,745)
Deductions:
Benefits Paid to participants - (343) (220,555) (344,413) (1,860) -
Loan Repayments 628 1,347 54,742 41,073 28,122 2,029
Loan Withdrawals (376) (345) (39,578) (17,161) (17,479) (711)
Other - - - - - -
----------------------------------------------------------------------------------------------
Net Increase Prior to Transfer 13,881 89,827 1,044,259 3,354,573 157,569 (4,427)
Interplan Transfers 6,467 1,292 23,444 64,976 - -
Interfund Transfers (567,868) (1,907,999) 766,652 (2,650,075) 1,349,770 653,574
----------------------------------------------------------------------------------------------
Net Increase (Decrease) (547,520) (1,816,880) 1,834,355 769,474 1,507,339 649,147
Net Assets Available for Benefits:
Beginning of Year 547,520 1,816,880 4,044,483 8,416,502 - -
----------------------------------------------------------------------------------------------
End of Year $ - $ - $ 5,878,838 $ 9,185,976 $ 1,507,339 $ 649,147
==============================================================================================
(Continued on page F-5)
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
Central Maine Power Company
Employee Savings and Investment Plan
For Non-Union Employees
Statement of Changes in Net Assets Available for Benefits
For the Year Ended December 31, 1998
Neuberger &
Berman Invesco Fidelity Loans Due
Genesis Vanguard Total Diversified from
Trust PRIMECAP Return International Participants Other Total
------ --------- ------- --------------- ------------- ------ -----
Additions:
Investment Income
Net Appreciation
on Fair Market Value $ (110,511) $ 322,486 $ 26,713 $ 17,700 $ - $ - $ 12,025,189
Dividend on Company Stock - - - - - (11,367) 441,278
Interest and Dividends 24,119 100,432 33,007 29,260 - - 3,784,013
Interest on Loans 1,739 2,707 207 347 - - 109,525
Contributions
Participants' 146,130 198,101 28,932 57,007 - - 3,723,539
Employer's - - - - - - 1,222,309
Other - - - - - 29,832 72,521
-----------------------------------------------------------------------------------------------
Total Additions 61,477 623,726 88,859 104,314 - 18,465 21,378,374
Deductions:
Benefits Paid to participants (37,037) (40,759) (11,802) (1,919) (34,762) - (2,774,397)
Loan Repayments 13,331 25,367 1,689 3,095 (842,924) - -
Loan Withdrawals (9,142) (18,668) (8,149) (3,217) 730,095 - -
Other - - - - - - (10,399)
-----------------------------------------------------------------------------------------------
Net Increase Prior to Transfer 28,629 589,666 70,597 102,273 (147,591) 18,465 18,593,578
Interplan Transfers - - - - 32,693 - 373,914
Interfund Transfers 1,529,488 2,198,827 660,668 664,493 - - -
-----------------------------------------------------------------------------------------------
Net Increase (Decrease) 1,558,117 2,788,493 731,265 766,766 (114,898) 18,465 18,967,492
Net Assets Available for Benefits:
Beginning of Year - - - - 1,637,343 120,602 68,684,236
-----------------------------------------------------------------------------------------------
End of Year $ 1,558,117 $ 2,788,493 $ 731,265 $ 766,766 $ 1,522,445 $ 139,067 $ 87,651,728
===============================================================================================
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
Central Maine Power Company
Form 11-K - Year 1998
Central Maine Power Company
Employee Savings and Investment Plan
For Non-Union Employees
Notes to Financial Statements
December 31, 1998
1. Administrative Change
CMP Group is a holding company organized effective September 1, 1998
which owns all of the common stock of Central Maine Power Company ("the
Company") and the former non-utility subsidiaries of the Company. As part
of the reorganization, all of the shares of the Company's common stock
were converted into an equal number of shares of CMP Group. The Central
Maine Power Company Stock Fund ("CMP Co. Stock Fund"), an investment
option of the Central Maine Power Company Employee Savings and Investment
Plan for Non-Union Employees ("the Plan" or "the Non-Union Plan") shares
were converted to an equal number of CMP Group shares as a result of the
above. In addition the CMP Group employees are eligible participants of
the Non-Union Plan.
Effective December 31, 1998 the Kennebec Water Power Company Employee
Savings and Investment Plan, which consisted of three participants, was
merged into the Central Maine Power Non-Union Plan.
2. Description of the Plan
The Non-Union Plan was adopted by the Board of Directors of the Company
on February 19, 1981. Certain pertinent features of the Plan, as amended,
are discussed below.
a. Eligibility of Participants
Each employee of the Company, CMP Group, Inc., Kennebec Water
Power Company, and The Union Water-Power Company, MaineCom,
Telesmart, CNEX and Aroostook Valley Electric Company, its
wholly-owned subsidiaries, who is not in a unit of employees
covered by a collective bargaining agreement is eligible to join
the Plan after completing one year of service during which the
employee has worked at least 1,000 hours.
b. Elective Contributions by Participants
Each participant elects a salary reduction percentage to be
contributed by the Company on their behalf. Participants may elect
to have the Company contribute from 2% to 15% (in multiples of 1%)
of their basic compensation to the Plan through a salary reduction
agreement. Beginning January 1, 1999, employees may defer up to
18% of their base compensation.
<PAGE>
2. Description of the Plan (continued)
c. Matching Contributions by the Company
The Company and its subsidiaries contribute to the Plan an amount
equal to 60% of the first 5% of the salary reduction amount
contributed on behalf of each participant, provided, however, that
the total contribution that the Company is obligated to make for
any year does not exceed the maximum amount deductible from the
Company's gross income under applicable provisions of the Internal
Revenue Code. Effective January 1, 1999 the Company increased its
matching contribution to 60% of the first 5% of compensation plus
50% on the next 2% of compensation for a total match of 4% on a
7% salary reduction amount. In 1998 these provisions limited the
annual employee contribution excluded from taxable income to the
lesser of 25% of total compensation or approximately $10,000.
Employee contributions for employees who are defined as "highly
compensated" by the Internal Revenue Service may be further
limited in order to pass nondiscrimination tests. The Company's
matching contribution is made coincident with each payroll cycle
during the year and shall be paid in full as of the date the
Company files its federal income tax return for that year.
d. Vesting
Participants are 100% vested in their account balances. Each
participant's account consists of their contributions and any
rollover money, the matching Company contribution and any net
earnings thereon.
e. Investment Options
All contributions made under the Plan are subject to a master
trust that also contains the assets of one other savings and
investment plans of the Company and its affiliated companies. At
December 31, 1998, the Plan's interest in investments in the
master trust was approximately 68%. Effective January 1, 1998, six
new funds were added and three funds were eliminated bringing the
total number of investment options to thirteen. Contributions are
invested by the Trustee, Fidelity Management Trust Company, based
upon participant election, in one or more of thirteen funds. Those
assets which consist of shares of a registered investment entity
are invested directly into a participant account, which is
credited periodically to reflect the earnings thereon. Those
assets invested in the CMP Co. Stock Fund are commingled with the
assets of additional savings and investment plans of the Company
and its affiliated companies. The earnings related to the CMP Co.
Stock Fund are allocated prorata between the two plans based on
market value of CMP Group common shares held by each plan.
Contributions to all Funds may be invested temporarily in
short-term investments prior to the purchase of the primary Fund
securities.
<PAGE>
2. Description of the Plan (continued)
e. Investment Options (continued)
The Funds consist of:
Retirement Government Money Market Portfolio - An income fund
comprised of short-term, high-quality debt obligations issued or
guaranteed by the U.S. Government, its agencies or
instrumentalities.
Fidelity Balanced Fund - A diversified fund comprised of
high-yielding securities, including common stocks and bonds.
Fidelity Magellan Fund - A fund comprised primarily of common
stock and securities convertible into common stock seeking capital
appreciation.
Spartan U.S. Equity Index Fund - A fund comprised of common stock
which attempts to duplicate the composition of the Standard &
Poor's Daily Stock Price Index of 500 Common Stocks. The fund
presents a passive approach for investing in a diversified
portfolio of common stocks.
Fixed Income Contract Portfolio - A fixed-income fund comprised of
investments yielding a fixed rate of return, as selected by the
Trustee, issued mainly by insurance companies and banks. Certain
fixed income contracts were previously placed under
conservatorship and as a result, this fund was closed to new
investments effective May 1, 1996. Final distributions from these
contracts were received in 1998 and this fund ceased to exist as
of January 1, 1999.
Fidelity Intermediate Bond Fund - A fund that seeks high current
income by investing in domestic and foreign investment-grade
securities with intermediate maturities and good credit quality.
This fund was eliminated as of February 1, 1998. The Kennebec
Water Power Company Plan which was merged with the Non-Union Plan
on December 31, 1998, will no longer have the Intermediate Bond
Fund as an option.
Asset Manager Income Fund - A fund emphasizing investment in bonds
and short-term instruments for income and price stability, but
allows some investment in stocks for their potential to grow and
keep pace with inflation. This fund was eliminated as of February
1, 1998.
Asset Manager Fund - A fund allocating its assets among and across
domestic and foreign stocks, bonds and short-term instruments of
U.S. and foreign issuers, including those in emerging markets.
This fund was eliminated as of February 1, 1998.
<PAGE>
2. Description of the Plan (continued)
e. Investment Options (continued)
Asset Manager Growth Fund - This fund seeks to maximize a total
return over the long term; the Fund allocates its assets among
three principal asset classes: stocks, bonds and short-term
instruments. However, it may invest in many types of domestic and
foreign securities.
Central Maine Power Company Stock Fund - A fund comprised of the
common shares of CMP Group, the parent company of Central Maine
Power Company.
The following funds have been added and may receive either
transfers from other funds or new contributions as of January 1,
1998:
PIMCO Total Return Bond Fund - This fund is an open-end management
investment company consisting of twenty-four separate investment
portfolios. Each fund has its own investment objectives and
policies.
MAS Value Fund - This is a no-load mutual fund consisting of
twenty-six portfolios. This fund also offers Institutional Class
Shares and Investment Class Shares.
Neuberger & Berman Genesis Trust - The investment objective of
this fund is to seek capital appreciation. This fund invests
primarily in common stock of companies with small market
capitalizations.
Vanguard PRIMECAP - This is an open-end diversified investment
that seeks to provide long-term growth of capital by investing
principally in common stocks.
Invesco Total Return - This fund seeks to achieve a high total
return on investment through capital appreciation and current
income by investing in a combination of equity securities
(consisting of common stocks and, to a lesser degree, securities
convertible into common stock) and fixed income securities.
Fidelity Diversified International - This fund invests primarily
in stocks of companies located outside the U.S. that are included
in the Morgan Stanley EAFA Index. Seeks stocks that are
undervalued compared to industry norms in their countries.
<PAGE>
2. Description of the Plan (continued)
e. Investment Options (continued)
Upon enrollment, participants elect the Fund or Funds in which to
invest their contributions. The percentage of such contributions
invested in a particular Fund must be a multiple of 1%.
Participants may change the investment of their future
contributions (in multiples of 1% of such contributions) or
transfer a portion from one Fund to another. Changes and transfers
may be made at any time.
All Company matching contributions are initially invested in the
CMP Co. Stock Fund. Dividends, interest and other distributions
received on the assets held in each Fund shall be reinvested in
the respective Fund. Participants may transfer all or a portion of
the Company contributions made on their behalf out of the CMP Co.
Stock Fund.
f. Withdrawals and Distributions
A participant may elect to make a regular withdrawal of up to 100%
of the value of their contributions made prior to July 1, 1983,
and earnings thereon, (but not less than $500 unless the value of
such participant's contributions and earnings thereon total less
than $500, in which case such total may be withdrawn) after
approval by the Employee Savings and Investment Plan Committee.
Only one regular withdrawal may be made in any year.
Withdrawals with respect to contributions made subsequent to July
1, 1983 may be made only for reasons of hardship. With the consent
of the Company's Employee Savings and Investment Plan Committee, a
participant may elect to make a hardship withdrawal, as determined
in accordance with the Plan provisions, of up to 100% their
account.
Distributions from the Funds occurring as a result of termination
of employment, death, retirement or permanent disability are made
no later than 60 days after the end of the Plan year, unless under
certain circumstances retiring or disabled participants elect
otherwise.
<PAGE>
2. Description of the Plan (continued)
g. Participant Loans
Participants may, in general, borrow in the aggregate not more
than 50% of their account balances, subject to a maximum loan of
$50,000. Loans bear interest at a rate equal to the current rate
of interest being charged by the Central Maine Power Company
Employees Federal Credit Union for loans secured by share account
balances. Interest rates on loans outstanding at year end range
from 7.25% to 8.00%. The maximum term of the loans is generally
five years, with borrowed funds being repaid through payroll
deductions.
h. Expenses
All expenses of administration of the Plan, including Trustee's
and record keeper's fees, are paid by Central Maine Power Company
and participating subsidiaries.
3. Summary of Significant Accounting Policies
a. Basis of Accounting
The financial statements of the Plan are prepared under the
accrual method of accounting.
b. Use of Estimates
The preparation of the Plan's financial statements in conformity
with generally accepted accounting principles requires the plan
administrator to make significant estimates and assumptions that
affect the reported amounts of net assets available for benefits
at the date of the financial statements and the changes in net
assets available for benefits during the reporting period and,
when applicable, disclosure of contingent assets and liabilities
at the date of the financial statements. Actual results could
differ from those estimates.
c. Risks and Uncertainties
The Plan provides for various investment options in any
combination of stocks, fixed income securities, mutual funds, and
other investment securities. Investment securities are exposed to
various risks, such as interest rate, market and credit risks. Due
to the level of risk associated with certain investment
securities, it is at least reasonably possible that changes in
values of investment securities will occur in the near term and
that such changes could materially affect participants' account
balances and the amounts reported in the statement of net assets
available for benefits and the statement of changes in net assets
available for benefits.
d. Investment Valuation and Income Recognition
The Plan's investments are stated at fair value. Shares of
registered investment companies are valued at quoted market prices
which represent the net asset value of shares held by the Plan at
year end. Participant loans are valued at cost, which approximates
fair 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.
4. Related Party Transactions
Certain Plan investment options are shares of mutual funds managed by the
Trustee and CMP Group common stock. Therefore, these transactions qualify
as party-in-interest transactions.
5. Investments
The following investments represent 5% or more of the total net assets
available for plan benefits at December 31, 1998:
Description Amount
Retirement Government Money Market Portfolio $6,734,685
Fidelity Balanced Fund* $6,476,896
Fidelity Magellan Fund* $21,470,414
Spartan U.S. Equity Index Fund* $24,921,870
Asset Manager Growth Fund* $5,878,838
Central Maine Power Company Stock Fund* $9,642,115
*Represents a party-in-interest to the Plan.
6. Plan Termination
Although it has not expressed any intent to do so, the Company has the
right under the Plan to discontinue its contributions at any time and to
terminate the Plan subject to the provisions of ERISA.
<PAGE>
7. Federal Income Taxes
The Internal Revenue Service has determined and informed the Company
sponsor by letter dated February 10, 1995, that the Plan is qualified and
the related trust established under the Plan is tax-exempt, under the
applicable sections of the Internal Revenue Code. The Plan has been
amended since receiving the determination letter. However, the Plan
administrator and the Plan's tax counsel believe that the Plan is
currently designed and being operated in compliance with the applicable
requirements of the Code. Therefore they believe that the Plan was
qualified and the related trust was tax-exempt as of the financial
statement date.
Elective contributions to the Plan made by the Company on behalf of
employees are not subject to federal income taxes currently, as long as
these contributions are below the maximum level derived in accordance
with Section 401(k) regulations. Contributions and earnings thereon will,
in general, be taxable upon distribution, although rules providing for
additional deferral may apply with respect to certain distributions of
Company stock.
8. Differences with Form 5500
Differences between the information contained in the financial statements
and Form 5500 are primarily related to differences in classification. The
Form 5500 does not provide the detailed information of balances or
earnings related to assets held in the master trust.
<PAGE>
Central Maine Power Company
Form 11-K - Year 1998
Schedule I
Page 1 of 2
Central Maine Power Company
Employee Savings and Investment Plan
For Non-Union Employees (B)
Item 27a - Schedule of Assets Held for Investment Purposes
At December 31, 1998
<TABLE>
<S> <C> <C> <C>
Market/
Name of Issuer Contract
Fund and Title of Issue Units (A) Cost Value
Retirement Government Money Market Fund 8,740,855 $8,740,855 $8,740,855
Fidelity Balanced Fund* 581,633 8,254,465 9,515,523
Fidelity Magellan Fund* 267,027 22,760,642 32,262,211
Spartan U.S. Equity Index Fund* 827,214 20,722,508 36,364,313
Fidelity Intermediate Bond Fund* 901 9,089 9,250
Asset Manager Growth Fund* 466,729 8,380,151 8,718,504
PIMCO Total Return Bond Fund 181,145 1,945,278 1,909,274
MAS Value Fund 61,088 1,077,349 881,505
Neuberger & Berman Genesis Trust 103,152 2,237,878 2,098,118
Vanguard PRIMECAP 83,371 3,532,499 3,973,473
Invesco Total Return 31,258 948,037 980,242
Fidelity Diversified International* 61,647 1,086,880 1,092,380
Fixed Income Contract Portfolio
Fidelity-Short-term Investment Fund (at par
value)*
Contract rate 5.10% 4,901,908 4,901,908
Central Maine Power Company Stock Fund
CMP Group Shares* 824,073 13,251,969 15,557,544
Fidelity U.S. Government Reserve Pool (at par
value)* 426,129 426,129 426,129
------- -------
Total CMP Stock Fund 13,678,098 15,983,673
---------- ----------
Total Investments All Funds 98,275,637 127,431,229
Participant Loans (interest rates range from 7.25% to
8.00%, maturity dates are generally within 5 years.)
2,586,787 2,586,787
--------- ---------
Total $100,862,424 $130,018,016
=========== ===========
*Parties in interest to the plan.
</TABLE>
<PAGE>
Central Maine Power Company
Form 11-K - Year 1998
Schedule I
Page 2 of 2
Central Maine Power Company
Employee Savings and Investment Plan
For Non-Union Employees
Notes to Schedule I - Investments
(A) "Units," except for shares of CMP Group stock, indicates each Fund's share
of the total units associated with pooled funds, which are accumulations of
investments from numerous entities, including the Plan.
(B) The investments of the Central Maine Power Company Employee Savings and
Investment Plan for Non-Union Employees are commingled in a master trust
with the investments of one other employee savings and investment plan
maintained by the Company and its affiliates. Schedule I presents the
consolidated investments of both plans. This Plan's share of the pooled
investments is as follows:
Market/Contract
Cost Value
Retirement Government Money Market Portfolio ..... $ 6,734,685 $ 6,734,685
Fidelity Balanced Fund* .......................... 5,633,969 6,476,896
Fidelity Magellan Fund* .......................... 15,169,367 21,470,414
Spartan U.S. Equity Index Fund* .................. 14,161,213 24,921,870
Fixed Income Contract Portfolio .................. 3,320,410 3,320,410
Asset Manager Growth Fund* ....................... 5,636,225 5,878,838
PIMCO Total Return Fund .......................... 1,536,542 1,507,339
MAS Value Fund ................................... 802,950 649,147
Neuberger & Berman Genesis ....................... 1,666,250 1,558,117
Vanguard PRIMECAP ................................ 2,476,077 2,788,493
Invesco Total Return ............................. 708,144 731,265
Fidelity Diversified International* .............. 770,215 766,766
Central Maine Power Company Stock Fund* .......... 7,994,219 9,642,115
Loans Due from Participants ...................... 1,522,445 1,522,445
*Parties in interest to the plan.
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Central Maine Power Company
Employee Savings and Investment Plan
For Non-Union Employees
Items 27d Schedule of Reportable Transactions
For the Year Ended December 31, 1998
No. of No. of Current
Trans. Purchase Trans. Selling Cost of Net
Description of Asset Purchased Price Sold Price Asset Gain/(Loss)
Retirement Government Money
Market Portfolio 225 $ 43,074,424 204 $40,303,859 $40,303,859 $ -
Fidelity Balanced Fund* 165 2,031,156 114 1,783,555 1,592,312 191,243
Fidelity Magellan Fund* 207 6,122,362 148 5,899,334 5,213,137 686,197
Spartan U.S. Equity Index Fund* 222 12,091,347 163 13,409,881 11,821,896 1,587,985
Asset Manager Growth Fund* 155 3,274,246 98 1,481,463 1,332,525 148,938
Vanguard PRIMECAP 175 3,123,349 53 657,341 647,272 10,069
Fidelity Diversified International 153 16,798,771 44 16,049,704 16,028,555 21,149
Central Maine Power Company
Stock Fund
CMP Group Common Stock* 219 12,177,139 195 12,527,500 10,362,392 2,165,108
Fidelity U.S. Government
Reserve Pool* 219 21,593,009 195 21,493,686 21,493,686 -
* Parties in interest to the plan
</TABLE>
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 33-44754) of Central Maine Power Company of our
report dated June 25, 1999 relating to the financial statements of the Central
Maine Power Company Employee Savings and Investment Plan for Non-Union
Employees, which appears in this Form 11-K.
PricewaterhouseCoopers LLP
Portland, ME
June 30, 1999
<PAGE>
Central Maine Power Company
Form 11-K - Year 1998
Central Maine Power Company
Employee Savings and Investment Plan
For Non-Union Employees
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Trustee
(or other persons who administer the employee benefit plan) have duly caused
this annual report to be signed on its behalf by the undersigned hereunto duly
authorized.
Central Maine Power Company Employee Savings
and Investment Plan for Non-Union Employees
(Name of Plan)
Michael W. Caron, Comptroller
(Chief Accounting Officer and Duly Authorized
Officer)
CMP Group, Inc.
David E. Marsh, Chief Financial Officer
(Principal Financial Officer and Duly Authorized
Officer)
Date: June 30, 1999
Exhibit 99-2
FORM 11-K
FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS
AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal years ended December 31, 1998
[ ] TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission file number
A. Full title of the plan and the address of the plan, if different from that
of the issuer named below:
CENTRAL MAINE POWER COMPANY
EMPLOYEE SAVINGS AND INVESTMENT PLAN
FOR UNION EMPLOYEES
B. Name of issuer of the securities held pursuant to the plan and the address
of its principal executive office:
CMP GROUP, INC.
83 EDISON DRIVE
AUGUSTA, MAINE 04336
<PAGE>
Central Maine Power Company
Form 11-K - Year 1998
Central Maine Power Company
Employee Savings and Investment Plan
For Union Employees
REQUIRED INFORMATION
The following financial statements shall be furnished for the plan:
Page No.
(a) Financial Statements
Report of Independent Public Accountants F-1
Statements of Net Assets Available for Benefits F-2
Statement of Changes in Net Assets Available for Benefits F-3, through F-5
Notes to Financial Statements F-6 through F-12
Supplemental Schedules:
I - Item 27a Schedule of Assets Held for Investment S-1 through S-2
Purposes at December 31, 1998
II - Item 27d Schedule of Reportable Transactions for S-3
the Year Ended December 31, 1998
(b) Exhibits
Consent of Independent Public Accountants E-1
Signature E-2
<PAGE>
Report of Independent Accountants
To the Board of Directors of
Central Maine Power Company
In our opinion, the accompanying statements of net assets available for benefits
and the related statements of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of Central Maine Power Company Employee Savings and Investment Plan for Union
Employees (the "Plan") at December 31, 1998 and 1997, and the changes in net
assets available for benefits for the year ended December 31, 1998 in conformity
with generally accepted accounting principles. 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 of these statements in accordance with generally accepted auditing
standards which 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, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.
Our audits were conducted 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 fund information in the
statements of net assets available for benefits and the statement of changes in
net assets available for benefits is presented for purposes of additional
analysis rather than to present the net assets available for plan benefits and
changes in net assets available for benefits of each fund. These supplemental
schedules and fund information are the responsibility of the Plan's management.
The supplemental schedules and fund information 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.
PricewaterhouseCoopers LLP
June 25, 1999
<PAGE>
Central Maine Power Company
Form 11-K - Year 1998
Central Maine Power Company
Employee Savings and Investment Plan
For Union Employees
Statements of Net Assets Available for Benefits
As of December 31,
1998 1997
Assets:
Investments at Fair Value:
Retirement Government Money Market Portfolio $ 2,003,102 $ 1,637,718
Fidelity Balanced Fund 3,029,219 2,698,546
Fidelity Magellan Fund 10,790,829 8,103,782
Spartan U.S. Equity Index Fund 11,439,355 8,505,633
Fixed Income Contract Portfolio 1,577,447 1,818,214
Fidelity Intermediate Bond Fund - 122,168
Asset Manager Income Fund - 292,857
Asset Manager Fund - 867,044
Asset Manager Growth Fund 2,839,666 1,897,778
Central Maine Power Company Stock Fund 6,341,558 5,326,051
PIMCO Total Return Bond Fund 401,935 -
MAS Value Fund 232,357 -
Neuberger & Berman Genesis Trust 540,001 -
Vanguard PRIMECAP 1,184,980 -
Invesco Total Return 248,977 -
Fidelity Diversified International 325,614 -
Loans Due from Participants 1,064,342 1,132,018
----------- -----------
Total Investments 42,019,382 32,401,809
Receivables:
Dividends on Company Stock 69,184 74,717
Accrued Interest 846 3,610
------------- ------------
Total Receivables 70,030 78,327
------------- ------------
Total Assets 42,089,412 32,480,136
---------- ----------
Liabilities:
Accounts Payable (300,843) (224,097)
------------ -----------
Total Liabilities (300,843) (224,097)
------------ -----------
Net Assets Available for Benefits $41,788,569 $32,256,039
========== ==========
The accompanying notes are an integral part of these financial statements.
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C>
Central Maine Power Company
Employee Savings and Investment Plan
For Union Employees
Statement of Changes in Net Assets Available for Benefits
For the Year Ended December 31, 1998
Retirement Fixed
Government Fidelity Fidelity Spartan U.S. Income Fidelity
Money Market Balanced Magellan Equity Index Contract Intermediate
Portfolio Fund Fund Fund Portfolio Bond Fund
Additions:
Investment Income
Net Appreciation
on Fair Market Value $ - $ 222,043 $ 2,186,571 $ 2,228,445 - $ 412
Dividend on Company Stock - - - - - -
Interest and Dividends 88,383 287,582 496,976 216,304 93,931 978
Interest on Loans 7,968 6,764 29,826 17,326 - 110
Contributions
Participants' 152,640 236,438 628,604 577,625 - 2,779
Employer's - - - - - -
Other 9,580 - - - -
-----------------------------------------------------------------------------------------------
Total Additions 258,571 752,827 3,341,977 3,039,700 93,931 4,279
Deductions:
Benefits Paid to participants (217,157) (23,598) (185,060) (122,135) (97,107) -
Loan Repayments 50,921 52,731 180,133 135,081 - 385
Loan Withdrawals (53,964) (46,512) (203,137) (93,024) (23,529) (1,529)
Other - - (4,694) (2,262) (3,190) -
-----------------------------------------------------------------------------------------------
Net Increase Prior to Transfer 38,371 735,448 3,129,219 2,957,360 (29,895) 3,135
Interplan Transfers (14,310) (24,252) (92,942) (110,245) (2,807) (486)
Interfund Transfers 341,323 (380,523) (349,230) 86,607 (208,065) (124,817)
-----------------------------------------------------------------------------------------------
Net Increase (Decrease) 365,384 330,673 2,687,047 2,933,722 (240,767) (122,168)
Net Assets Available for Benefits:
Beginning of Year 1,637,718 2,698,546 8,103,782 8,505,633 1,818,214 122,168
-----------------------------------------------------------------------------------------------
End of Year $ 2,003,102 $ 3,029,219 $ 10,790,829 $ 11,439,355 $ 1,577,447 $ -
==============================================================================================
(Continued on page F-4)
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Central Maine Power Company
Employee Savings and Investment Plan
For Union Employees
Statement of Changes in Net Assets Available for Benefits
For the Year Ended December 31, 1998
Asset Asset Central PIMCO
Manager Asset Manager Maine Power Total MAS
Income Manager Growth Company Return Value
Fund Fund Fund Stock Fund Bond Fund Fund
Additions:
Investment Income
Net Appreciation
on Fair Market Value $ 5,445 $ 35,233 $ (696) $ 954,407 $ (6,458) $ (46,654)
Dividend on Company Stock - - - 286,681 - -
Interest and Dividends 787 - 395,370 - 28,512 40,778
Interest on Loans 165 211 4,525 4,405 598 449
Contributions
Participants' 4,062 8,543 203,581 81,335 21,872 15,712
Employer's - - - 822,977 - -
Other - - - - - -
------------------------------------------------------------------------------------------------
Total Additions 10,459 43,987 602,780 2,149,805 44,524 10,285
Deductions:
Benefits Paid to participants - - (14,029) (123,217) (1,577) -
Loan Repayments 800 1,391 37,648 25,557 4,791 3,463
Loan Withdrawals (1,201) (1,428) (36,135) (17,764) (287) (640)
Other - - (849) (3,861) - -
------------------------------------------------------------------------------------------------
Net Increase Prior to Transfer 10,058 43,950 589,415 2,030,520 47,451 13,108
Interplan Transfers (6,467) (1,292) (23,444) (64,976) - -
Interfund Transfers (296,448) (909,702) 375,917 (1,029,547) 354,484 219,249
------------------------------------------------------------------------------------------------
Net Increase (Decrease) (292,857) (867,044) 941,888 935,997 401,935 232,357
Net Assets Available for Benefits:
Beginning of Year 292,857 867,044 1,897,778 5,105,564 - -
------------------------------------------------------------------------------------------------
End of Year $ - $ - $ 2,839,666 $ 6,041,561 $ 401,935 $ 232,357
================================================================================================
(Continued on page F-5)
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
Central Maine Power Company
Employee Savings and Investment Plan
For Union Employees
Statement of Changes in Net Assets Available for Benefits
For the Year Ended December 31, 1998
Neuberger &
Berman Invesco Fidelity Loans Due
Genesis Vanguard Total Diversified from
Trust PRIMCAP Return International Participants Other Total
Additions:
Investment Income
Net Appreciation
on Fair Market Value $ (39,813) $ 135,955 $ 9,077 $ 8,280 $ - $ - $ 5,692,247
Dividend on Company Stock - - - - - (5,533) 281,148
Interest and Dividends 8,360 44,491 11,393 12,158 - - 1,726,003
Interest on Loans 1,289 1,239 256 383 - - 75,514
Contributions
Participants' 41,979 94,926 19,852 30,717 - - 2,120,665
Employer's - - - - - - 822,977
Other - - - - - - 9,580
------------------------------------------------------------------------------------------------
Total Additions 11,815 276,611 40,578 51,538 - (5,533) 10,728,134
Deductions:
Benefits Paid to participants (9,983) - - - (12,971) - (806,834)
Loan Repayments 12,201 12,980 2,497 5,985 (526,564) - -
Loan Withdrawals (13,511) (11,344) (277) (270) 504,552 - -
Other - - - - - - (14,856)
------------------------------------------------------------------------------------------------
Net Increase Prior to Transfer 522 278,247 42,798 57,253 (34,983) (5,533) 9,906,444
Interplan Transfers - - - - (32,693) - (373,914)
Interfund Transfers 539,479 906,733 206,179 268,361 - - -
------------------------------------------------------------------------------------------------
Net Increase (Decrease) 540,001 1,184,980 248,977 325,614 (67,676) (5,533) 9,532,530
Net Assets Available for Benefits:
Beginning of Year - - - - 1,132,018 74,717 32,256,039
------------------------------------------------------------------------------------------------
End of Year $ 540,001 $ 1,184,980 $ 248,977 $ 325,614 $ 1,064,342 $ 69,184 $ 41,788,569
================================================================================================
The accompanying notes are an integral part of these financial statements.
</TABLE>
Central Maine Power Company
Form 11-K - Year 1998
Central Maine Power Company
Employee Savings and Investment Plan
For Union Employees
Notes to Financial Statements
December 31, 1998
1. Administrative Change
CMP Group is a holding company organized effective September 1, 1998,
which owns all of the common stock of Central Maine Power Company ("the
Company") and the former non-utility subsidiaries of the Company. As part
of the reorganization, all of the shares of the Company's common stock
were converted into an equal number of shares of CMP Group. The Central
Maine Power Company Stock Fund ("CMP Co. Stock Fund"), an investment
option of the Central Maine Power Company Employee Savings and Investment
Plan for Union Employees ("the Plan" or "the Union Plan") shares were
converted to an equal number of CMP Group shares as a result of the above.
2. Description of the Plan
The Union Plan was adopted by the Board of Directors of the Company on
November 15, 1984 and became effective January 1, 1985. Certain pertinent
features of the Plan, as amended, are discussed below.
a. Eligibility of Participants
Each employee of the Company who is in a unit of employees covered by
a collective bargaining agreement is eligible to join the Plan after
completing one year of service during which the employee has worked at
least 1,000 hours.
b. Elective Contributions by Participants
Each participant elects a salary reduction percentage to be
contributed by the Company on their behalf. Participants may elect to
have the Company contribute from 2% to 16% (in multiples of 1%) of
their basic compensation to the Plan through a salary reduction
agreement.
c. Matching Contributions by the Company
The Company contributed to the Plan an amount equal to 60% of the
first 5% of the salary reduction plus 50% of the next 2% for a total
match of 4% on a 7% salary reduction amount, provided, however, that
the total contribution that the Company is obligated to make for any
year does not exceed the maximum amount deductible from the Company's
gross income under applicable provisions of the Internal Revenue Code.
In 1998 these provisions limited the annual employee contribution
excluded from taxable income to the lesser of 25% of total
compensation or $10,000. The Company's matching contribution is made
each week, coincidentally with the payroll cycle, during each year and
shall be paid in full as of the date the Company files its federal
income tax return for that year.
<PAGE>
2. Description of the Plan (continued)
d. Vesting
Participants are 100% vested in their account balances. Each
participant's account consists of their contributions and any rollover
money, the matching Company contribution and any net earnings thereon.
e. Investment Options
All contributions made under the Plan are subject to a master trust
that also contains the assets of one other savings and investment
plans of the Company and its affiliated companies. At December 31,
1998, the Plan's interest in investments in the master trust was
approximately 32%. Effective January 1, 1998, six new funds were added
and three funds were eliminated bringing the total number of
investment options to thirteen. Contributions are invested by the
Trustee, Fidelity Management Trust Company, based upon participant
election, in one or more of thirteen funds. Those assets which consist
of shares of a registered investment entity are invested directly into
a participant account, which is credited periodically to reflect the
earnings thereon. Those assets invested in the CMP Co. Stock Fund are
commingled with the assets of one additional savings and investment
plan of the Company. The earnings related to the CMP Co. Stock Fund
are allocated prorata between the two plans based on market value of
CMP Group common shares held by each plan. Contributions to all Funds
may be invested temporarily in short-term investments prior to the
purchase of the primary Fund securities.
The Funds consist of:
Retirement Government Money Market Portfolio - An income fund
comprised of short-term, high-quality debt obligations issued or
guaranteed by the U.S. Government, its agencies or instrumentalities.
Fidelity Balanced Fund - A diversified fund comprised of high-yielding
securities, including common stocks and bonds.
Fidelity Magellan Fund - A fund comprised primarily of common stock
and securities convertible into common stock seeking capital
appreciation.
Spartan U.S. Equity Index Fund - A fund comprised of common stock,
which attempts to duplicate the composition of the Standard & Poor's
Daily Stock Price Index of 500 Common Stocks. The fund presents a
passive approach for investing in a diversified portfolio of common
stocks.
<PAGE>
2. Description of the Plan (continued)
e. Investment Options (continued)
Fixed Income Contract Portfolio - A fixed-income fund comprised of
investments yielding a fixed rate of return, as selected by the
Trustee, issued mainly by insurance companies and banks. Certain fixed
income contracts were previously placed under conservatorship and as a
result, this fund was closed to new investments effective May 1, 1996.
Final distributions from these contracts were received in 1998 and
this fund ceased to exist as of January 1, 1999.
Fidelity Intermediate Bond Fund - A fund that seeks high current
income by investing in domestic and foreign investment-grade
securities with intermediate maturities and good credit quality.
This fund was eliminated as of February 1, 1998. The Kennebec Water
Power Company Plan which was merged with the Non-Union Plan on
December 31, 1998, will no longer have the Intermediate Bond Fund as
an option.
Asset Manager Income Fund - A fund emphasizing investment in bonds and
short-term instruments for income and price stability, but allows some
investment in stocks for their potential to grow and keep pace with
inflation. This fund was eliminated as of February 1, 1998.
Asset Manager Fund - A fund allocating its assets among and across
domestic and foreign stocks, bonds and short-term instruments of U.S.
and foreign issuers, including those in emerging markets. This fund
was eliminated as of February 1, 1998.
Asset Manager Growth Fund - This fund seeks to maximize a total return
over the long term; the Fund allocates its assets among three
principal asset classes: stocks, bonds and short-term instruments.
However, it may invest in may types of domestic and foreign
securities.
Central Maine Power Company Stock Fund - A fund comprised of the
common shares of CMP Group, the parent company of Central Maine Power
Company.
The following funds have been added and may receive either transfers
from other funds or new contributions as of January 1, 1998:
PIMCO Total Return Bond Fund - This fund is an open-end management
investment company consisting of twenty-four separate investment
portfolios. Each fund has its own investment objectives and policies.
MAS Value Fund - This is a no-load mutual fund consisting of
twenty-six portfolios. This fund also offers Institutional Class
Shares and Investment Class Shares.
<PAGE>
2. Description of the Plan (continued)
e. Investment Options (continued)
Neuberger & Berman Genesis Trust - The investment objective of this
fund is to seek capital appreciation. This fund invests primarily in
common stock of companies with small market capitalizations.
Vanguard PRIMECAP - This is an open-end diversified investment that
seeks to provide long-term growth of capital by investing principally
in common stocks.
Invesco Total Return - This fund seeks to achieve a high total return
on investment through capital appreciation and current income by
investing in a combination of equity securities (consisting of common
stocks and, to a lesser degree, securities convertible into common
stock) and fixed income securities.
Fidelity Diversified International - This fund invests primarily in
stocks of companies located outside the U.S. that are included in the
Morgan Stanley EAFA Index. Seeks stocks that are undervalued compared
to industry norms in their countries.
Upon enrollment, participants elect the Fund or Funds in which to
invest their contributions. The percentage of such contributions
invested in a particular Fund must be a multiple of 1%. Participants
may change the investment of their future contributions (in multiples
of 1% of such contributions) or transfer a portion from one Fund to
another. Changes and transfers can be made at any time.
All Company contributions are initially invested in the CMP Co. Stock
Fund. Dividends, interest and other distributions received on the
assets held in each Fund shall be reinvested in the respective Fund.
Participants may transfer all or a portion of the Company
contributions made on their behalf out of the CMP Co. Stock Fund.
f. Withdrawals and Distributions
A participant may elect to make a regular withdrawal of up to 100% of
the value of their contributions made prior to July 1, 1985, and
earnings thereon, (but not less than $500 unless the value of such
participant's contributions and earnings thereon total less than $500,
in which case such total may be withdrawn) after approval by the
Employee Savings and Investment Plan Committee. Only one regular
withdrawal may be made in any year.
Withdrawals with respect to contributions made subsequent to July 1,
1985 may be made only for reasons of hardship. With the consent of the
Company's Employee Savings and Investment
<PAGE>
2. Description of the Plan (continued)
f. Withdrawals and Distributions (continued)
Plan Committee, a participant may elect to make a hardship withdrawal,
as determined in accordance with the Plan provisions, of up to 100%
their account.
Distributions made from the Funds occur as a result of termination of
employment, death, retirement or permanent disability no later than 60
days after the end of the Plan year, unless under certain
circumstances retiring or disabled participants elect otherwise.
g. Participants Loans
Participants may, in general, borrow in the aggregate not more than
50% of their account balances, subject to a maximum loan of $50,000.
Loans bear interest at a rate equal to the current rate of interest
being charged by the Central Maine Power Company Employees Federal
Credit Union for loans secured by share account balances. Interest
rates on loans outstanding at year end range from 7.25% to 8.00%. The
maximum term of the loans is generally five years, with borrowed funds
being repaid through payroll deductions.
h. Expenses
All expenses of administration of the Plan, including Trustee's and
record keeper's fees, are paid by Central Maine Power Company.
3. Summary of Significant Accounting Policies
a. Basis of Accounting
The financial statements of the Plan are prepared under the accrual
method of accounting.
b. Use of Estimates
The preparation of the Plan's financial statements in conformity with
generally accepted accounting principles requires the plan
administrator to make significant estimates and assumptions that
affect the reported amounts of net assets available for benefits at
the date of the financial statements and the changes in net assets
available for benefits during the reporting period and, when
applicable, disclosure of contingent assets and liabilities at the
date of the financial statements. Actual results could differ from
those estimates.
<PAGE>
3. Summary of Significant Accounting Policies
c. Risks and Uncertainties
The Plan provides for various investment options in any combination of
stocks, fixed income securities, mutual funds, and other investment
securities. Investment securities are exposed to various risks, such
as interest rate, market and credit risks. Due to the level of risk
associated with certain investment securities, it is at least
reasonably possible that changes in values of investment securities
will occur in the near term and that such changes could materially
affect participants' account balances and the amounts reported in the
statement of net assets available for benefits and the statement of
changes in net assets available for benefits.
d. Investment Valuation and Income Recognition
The Plan's investments are stated at fair value. Shares of registered
investment companies are valued at quoted market prices which
represent the net asset value of shares held by the Plan at year end.
Participant loans are valued at cost, which approximates fair 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.
4. Related Party Transactions
Certain Plan investment options are shares of mutual funds managed by the
Trustee and CMP Group common stock. Therefore, these transactions qualify
as party-in-interest transactions.
5. Investments
The following investments represent 5% or more of the total net assets
available for plan benefits at December 31, 1998:
Description Amount
Fidelity Balanced Fund* $ 3,029,219
Fidelity Magellan Fund* $10,790,829
Spartan U.S. Equity Index Fund* $11,439,355
Asset Manager Growth Fund* $2,839,666
Central Maine Power Company Stock Fund* $6,341,558
*Represents a party-in-interest to the Plan.
<PAGE>
6. Plan Termination
Although it has not expressed any intent to do so, the Company has the
right under the Plan to discontinue its contributions at any time and to
terminate the Plan subject to the provisions of ERISA.
7. Federal Income Taxes
The Internal Revenue Service has determined and informed the Company
sponsor by letter dated February 10, 1995, that the Plan is qualified and
the related trust established under the Plan is tax-exempt, under the
applicable sections of the Internal Revenue Code. The Plan has been amended
since receiving the determination letter. However, the Plan administrator
and the Plan's tax counsel believe that the Plan is currently designed and
being operated in compliance with the applicable requirements of the Code.
Therefore they believe that the Plan was qualified and the related trust
was tax-exempt as of the financial statement date.
Elective contributions to the Plan made by the Company on behalf of
employees are not subject to federal income taxes currently, as long as
these contributions are below the maximum level derived in accordance with
Section 401(k) regulations. Contributions and earnings thereon will, in
general, be taxable upon distribution, although rules providing for
additional deferral may apply with respect to certain distributions of
Company stock.
8. Differences with Form 5500
Differences between the information contained in the financial statements
and Form 5500 are primarily related to differences in classification. The
Form 5500 does not provide the detailed information of balances or earnings
related to assets held in the master trust.
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Central Maine Power Company
Form 11-K - Year 1998
Schedule I
Page 2 of 2
Central Maine Power Company
Employee Savings and Investment Plan
For Union Employees
Item 27a - Schedule of Assets Held for Investment Purposes
At December 31, 1998
Market/
Name of Issuer Contract
Fund and Title of Issue Units (A) Cost Value
Retirement Government Money Market Fund 8,740,855 $8,740,855 $8,740,855
Fidelity Balanced Fund* 581,633 8,254,465 9,515,523
Fidelity Magellan Fund* 267,027 22,760,642 32,262,211
Spartan U.S. Equity Index Fund* 827,214 20,722,508 36,364,313
Fidelity Intermediate Bond Fund* 901 9,089 9,250
Asset Manager Growth Fund* 466,729 8,380,151 8,718,504
PIMCO Total Return Bond Fund 181,145 1,945,278 1,909,274
MAS Value Fund 61,088 1,077,349 881,505
Neuberger & Berman Genesis Trust 103,152 2,237,878 2,098,118
Vanguard PRIMECAP 83,371 3,532,499 3,973,473
Invesco Total Return 31,258 948,037 980,242
Fidelity Diversified International* 61,647 1,086,880 1,092,380
Fixed Income Contract Portfolio
Fidelity-Short-term Investment Fund (at par
value)*
Contract rate 5.10% 4,901,908 4,901,908
Central Maine Power Company Stock Fund
CMP Group Shares* 824,073 13,251,969 15,557,544
Fidelity U.S. Government Reserve Pool (at par
value)* 426,129 426,129 426,129
Total CMP Stock Fund 13,678,098 15,983,673
Total Investments All Funds 98,275,637 127,431,229
Participant Loans (interest rates range from 7.25% to
8.00%, maturity dates are generally within 5 years.)
2,586,787 2,586,787
Total $100,862,424 $130,018,016
*Parties in interest to the plan.
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Notes to Schedule I - Investments
A) "Units" except for shares of CMP Group stock, indicates each Fund's share
of the total units associated with pooled funds, which are accumulations
of investments from numerous entities, including the Plan.
B) The investments of the Central Maine Power Company Employee Savings and
Investment Plan for Union Employees are commingled in a master trust with
the investments of one other employee savings and investment plan
maintained by the Company and its affiliates. Schedule I presents the
consolidated investments of both plans. This Plan's share of the pooled
investments is as follows:
Market/Contract
Cost Value
Retirement Government Money Market Portfolio $2,003,102 $2,003,102
Fidelity Balanced Fund* 2,611,394 3,029,219
Fidelity Magellan Fund* 7,590,465 10,790,829
Spartan U.S. Equity Index Fund* 6,560,054 11,439,355
Fixed Income Contract Portfolio 1,577,447 1,577,447
Asset Manager Growth Fund* 2,743,926 2,839,666
PIMCO Total Return Fund 408,736 401,935
MAS Value Fund 274,400 232,357
Neuberger & Berman Genesis 571,628 540,001
Vanguard PRIMECAP 1,056,422 1,184,980
Invesco Total Return 239,894 248,977
Fidelity Diversified International* 316,664 325,614
Central Maine Power Company Stock Fund* 5,257,750 6,341,558
Loans Due from Participants 1,064,342 1,064,342
*Parties in interest to the plan.
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Central Maine Power Company
Employee Savings and Investment Plan
For Union Employees
Items 27d Schedule of Reportable Transactions
For the Year Ended December 31, 1998
No. of No. of Current
Trans. Purchase Trans. Selling Cost of Net
Description of Asset Purchased Price Sold Price Asset Gain/(Loss)
Retirement Government Money
Market Portfolio 161 $ 1,190,525 138 $ 810,831 $ 810,831 $ -
Fidelity Magellan Fund* 167 1,931,578 92 1,338,160 1,080,523 257,637
Spartan U.S. Equity Index Fund* 176 1,894,385 90 1,078,864 763,600 315,264
Asset Manager Growth Fund* 125 1,586,802 68 620,773 564,596 56,177
Central Maine Power Company
Stock Fund
CMP Group Common Stock* 185 844,163 157 940,710 778,129 162,581
Fidelity U.S. Government
Reserve Pool* 185 1,496,904 157 1,647,787 1,647,787 -
* Parties in interest to the plan
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CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 33-44754) of Central Maine Power Company of our
report dated June 25, 1999 relating to the financial statements of the Central
Maine Power Company Employee Savings and Investment Plan for Union Employees,
which appears in this Form 11-K.
PricewaterhouseCoopers LLP
Portland, ME
June 30, 1999
<PAGE>
Central Maine Power Company
Form 11-K - Year 1998
Central Maine Power Company
Employee Savings and Investment Plan
For Union Employees
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this annual report to be signed on its behalf by the undersigned hereunto
duly authorized.
Central Maine Power Company Employee Savings
and Investment Plan for Non-Union Employees
(Name of Plan)
Michael W. Caron, Comptroller
(Chief Accounting Officer and Duly
Authorized Officer)
CMP Group, Inc.
David E. Marsh, Chief Financial Officer
(Principal Financial Officer and Duly
Authorized Officer)
Date: June 30, 1999
