<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________
FORM 11-K
(Mark One)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 [FEE REQUIRED]
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1993
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from __________________ to _________________
COMMISSION FILE NUMBER 1-7629
A. Full title of the plan and address of the plan, if different from that of
the issuer named below:
KBLCOM INCORPORATED SAVINGS PLAN
B. Name of issuer of the securities held pursuant to the plan and the address
of its principal executive offices:
HOUSTON INDUSTRIES INCORPORATED
5 POST OAK PARK
4400 POST OAK PARKWAY
HOUSTON, TEXAS 77027
<PAGE>
FINANCIAL STATEMENTS AND EXHIBITS:
<TABLE>
<CAPTION>
(a) Financial Statements:
<S> <C>
Independent Auditors' Report Page 1
Statement of Net Assets Available for Benefits,
December 31, 1993 Page 2
Statement of Net Assets Available for Benefits,
December 31, 1992 Page 3
Statement of Changes in Net Assets Available for
Benefits for the Year Ended December 31, 1993 Page 4
Statement of Changes in Net Assets Available for
Benefits for the Year Ended December 31, 1992 Page 5
Notes to Financial Statements for the Years Ended
December 31, 1993 and 1992 Page 6
Supplemental Schedule of Investments,
December 31, 1993 (Item 27a) Page 12
Supplemental Schedule of Assets Purchased and Sold
for the Year Ended December 31, 1993 (Item 27a) Page 14
Supplemental Schedule of 5% Reportable Transactions
for the Year Ended December 31, 1993 (Item 27d) Page 15
</TABLE>
Pursuant to Item 4 of Form 11-K, the financial statements and schedules referred
to above have been prepared in accordance with regulations of the Employee
Retirement Income Security Act of 1974.
(b) Exhibit:
1 - Independent Auditors' Consent
<PAGE>
INDEPENDENT AUDITORS' REPORT
============================
KBLCOM Incorporated Savings Plan:
We have audited, by fund and in total, the accompanying statements of net assets
available for benefits of the KBLCOM Incorporated Savings Plan (the "Plan") as
of December 31, 1993 and 1992, and the related statements of changes in net
assets available for benefits for the years then ended. 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, such financial statements present fairly, by fund and in total,
in all material respects, the net assets available for benefits of the Plan as
of December 31, 1993 and 1992, and the changes in net assets available for
benefits for the years then ended in conformity with generally accepted
accounting principles.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplemental schedules
of (1) investments as of December 31, 1993, (2) assets purchased and sold for
the year ended December 31, 1993, and (3) 5% reportable transactions for the
year ended December 31, 1993 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. These schedules are the responsibility of the Plan's
management. Such schedules have been subjected to the auditing procedures
applied in our audit of the basic 1993 financial statements and, in our opinion,
are fairly stated in all material respects when considered in relation to the
basic financial statements taken as a whole.
/s/ Deloitte & Touche
DELOITTE & TOUCHE
Houston, Texas
June 15, 1994
1
<PAGE>
KBLCOM INCORPORATED SAVINGS PLAN
================================
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1993
<TABLE>
<CAPTION>
PARTICIPANT INVESTMENT FUNDS
--------------------------------------------
A B C D TOTAL
---------- ---------- --------- --------- -----------
<S> <C> <C> <C> <C> <C>
ASSETS
INVESTMENTS (Note 1)
Common Stock (Notes 4 and 7) $4,774,406 $4,774,406
Mutual Funds $1,388,334 1,388,334
Common/Collective Trusts (Note 4) 407,342 $544,432 951,774
Cash Equivalents (Note 4) 235,759 47,709 14,480 $571,740 869,688
---------- ---------- -------- -------- ----------
Total 5,010,165 1,843,385 558,912 571,740 7,984,202
---------- ---------- -------- -------- ----------
PARTICIPANT LOANS 226,410 199,919 40,936 100,605 567,870
---------- ---------- -------- -------- ----------
RECEIVABLES
Dividends and Interest 76,406 58,268 187 1,652 136,513
Contributions
Employers 78,874 78,874
Participants 97,655 43,095 24,814 19,498 185,062
---------- ---------- -------- -------- ----------
Total 252,935 101,363 25,001 21,150 400,449
---------- ---------- -------- -------- ----------
CASH 11,869 13,949 7,886 9,200 42,904
---------- ---------- -------- -------- ----------
NET ASSETS AVAILABLE FOR BENEFITS $5,501,379 $2,158,616 $632,735 $702,695 $8,995,425
========== ========== ======== ======== ==========
</TABLE>
See notes to financial statements.
2
<PAGE>
KBLCOM INCORPORATED SAVINGS PLAN
================================
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1992
<TABLE>
<CAPTION>
PARTICIPANT INVESTMENT FUNDS
--------------------------------------------
A B C D TOTAL
---------- ---------- --------- --------- ----------
<S> <C> <C> <C> <C> <C>
ASSETS
INVESTMENTS (Note 1)
Common Stock (Notes 4 and 7) $2,926,183 $2,926,183
Mutual Funds $ 666,915 666,915
Common/Collective Trusts (Note 4) 415,809 $301,645 717,454
Cash Equivalents (Note 4) 244,631 101,335 63,501 $507,050 916,517
---------- ---------- -------- -------- ----------
Total 3,170,814 1,184,059 365,146 507,050 5,227,069
---------- ---------- -------- -------- ----------
PARTICIPANT LOANS 166,015 178,159 31,755 73,855 449,784
---------- ---------- -------- -------- ----------
RECEIVABLES
Dividends and Interest 937 17,749 185 1,573 20,444
Contributions
Employers 56,517 56,517
Participants 62,163 32,528 15,861 17,107 127,659
From HI Savings Plan 52,420 29,548 6,890 2,269 91,127
---------- ---------- -------- -------- ----------
Total 172,037 79,825 22,936 20,949 295,747
---------- ---------- -------- -------- ----------
CASH 1 2 3
---------- ---------- -------- -------- ----------
NET ASSETS AVAILABLE FOR BENEFITS $3,508,866 $1,442,044 $419,837 $601,856 $5,972,603
========== ========== ======== ======== ==========
</TABLE>
See notes to financial statements.
3
<PAGE>
KBLCOM INCORPORATED SAVINGS PLAN
================================
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1993
<TABLE>
<CAPTION>
PARTICIPANT INVESTMENT FUNDS
----------------------------------------------
A B C D TOTAL
----------- ----------- --------- --------- -----------
<S> <C> <C> <C> <C> <C>
INVESTMENT INCOME (Note 1)
Dividends
Common Stock (Note 4) $ 311,663 $ 311,663
Mutual Funds $ 91,611 91,611
Interest (Note 4) 13,769 6,389 $ 9,737 $ 18,289 48,184
NET APPRECIATION IN FAIR VALUE OF
INVESTMENTS (Note 7) 159,290 166,154 15,954 341,398
---------- ---------- -------- -------- ----------
Total 484,722 264,154 25,691 18,289 792,856
---------- ---------- -------- -------- ----------
CONTRIBUTIONS (Note 2)
Participants 922,349 512,379 223,529 185,596 1,843,853
Employers 744,947 744,947
---------- ---------- -------- -------- ----------
Total 1,667,296 512,379 223,529 185,596 2,588,800
---------- ---------- -------- -------- ----------
INTEREST ON PARTICIPANT LOANS 15,345 12,986 3,049 3,043 34,423
---------- ---------- -------- -------- ----------
FUND TRANSFERS
(To) From HI Savings Plan 96,137 (22,579) 2,173 29,943 105,674
(To) From Other Funds (17,265) 83,709 5,477 (71,921)
---------- ---------- -------- -------- ----------
Total 78,872 61,130 7,650 (41,978) 105,674
---------- ---------- -------- -------- ----------
BENEFIT PAYMENTS (Notes 2 and 5) (253,722) (134,077) (47,021) (64,111) (498,931)
---------- ---------- -------- -------- ----------
INCREASE IN NET ASSETS AVAILABLE
FOR BENEFITS 1,992,513 716,572 212,898 100,839 3,022,822
NET ASSETS AVAILABLE FOR BENEFITS:
BEGINNING OF YEAR 3,508,866 1,442,044 419,837 601,856 5,972,603
---------- ---------- -------- -------- ----------
END OF YEAR $5,501,379 $2,158,616 $632,735 $702,695 $8,995,425
========== ========== ======== ======== ==========
</TABLE>
See notes to financial statements.
4
<PAGE>
KBLCOM INCORPORATED SAVINGS PLAN
================================
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1992
<TABLE>
<CAPTION>
PARTICIPANT INVESTMENT FUNDS
------------------------------------------------
A B C D TOTAL
----------- ----------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C>
INVESTMENT INCOME (Note 1)
Dividends
Common Stock (Note 4) $ 156,850 $ 156,850
Mutual Funds $ 28,617 28,617
Interest (Note 4) 6,826 6,434 $ 1,801 $ 20,360 35,421
NET APPRECIATION IN FAIR VALUE OF
INVESTMENTS (Note 7) 107,155 90,964 17,388 215,507
---------- ---------- --------- --------- ----------
Total 270,831 126,015 19,189 20,360 436,395
---------- ---------- --------- --------- ----------
CONTRIBUTIONS (Note 2)
Participants 667,743 465,908 182,165 203,204 1,519,020
Employers 582,278 582,278
---------- ---------- --------- --------- ----------
Total 1,250,021 465,908 182,165 203,204 2,101,298
---------- ---------- --------- --------- ----------
INTEREST ON PARTICIPANT LOANS 9,623 9,625 2,495 2,291 24,034
---------- ---------- --------- --------- ----------
FUND TRANSFERS
From HI Savings Plan 43,918 29,219 6,282 2,269 81,688
(To) From Other Funds 46,110 99,859 (1,217) (144,752)
---------- ---------- --------- --------- ----------
Total 90,028 129,078 5,065 (142,483) 81,688
---------- ---------- --------- --------- ----------
BENEFIT PAYMENTS (Notes 2 and 5) (261,722) (132,293) (101,905) (56,533) (552,453)
INCREASE IN NET ASSETS AVAILABLE
FOR BENEFITS 1,358,781 598,333 107,009 26,839 2,090,962
NET ASSETS AVAILABLE FOR BENEFITS:
BEGINNING OF YEAR 2,150,085 843,711 312,828 575,017 3,881,641
---------- ---------- --------- --------- ----------
END OF YEAR $3,508,866 $1,442,044 $ 419,837 $ 601,856 $5,972,603
========== ========== ========= ========= ==========
</TABLE>
See notes to financial statements.
5
<PAGE>
KBLCOM INCORPORATED SAVINGS PLAN
================================
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1993 AND 1992
----------------------------------------------
1. ACCOUNTING POLICIES
In accordance with the provisions of the KBLCOM Incorporated Savings Plan
(Plan), the financial records of the Plan were generally kept and the valuations
of accounts of participating employees (Participants) were determined on the
cash basis. The accompanying financial statements of the Plan are presented on
the accrual basis and, accordingly, a memorandum entry has been made to the
accounting records of the Plan to reflect the accrual of dividends and interest
earned but not received.
The Plan recognized net appreciation or depreciation in the fair value of its
investments. Investments are reflected at fair value in the financial
statements. Fair value for securities listed on a national exchange is
principally determined using the last recorded sales price. Fair value for
mutual funds is determined using net asset value. Fair value for
common/collective trusts is determined using unit values as reported by the
common/collective trusts' sponsors.
Certain amounts in the 1992 financial statements have been reclassified to
conform with the 1993 presentation.
2. SUMMARY OF THE PLAN
Pursuant to an amendment and restatement of the Savings Plan of Houston
Industries Incorporated, effective January 1, 1994, the Plan was merged with and
consolidated into the Savings Plan of Houston Industries Incorporated, the
merged plan being the Houston Industries Incorporated Savings Plan (HI Plan).
See Note 6.
Investment Program
- - ------------------
The Plan had four investment funds, Fund A, B, C and D (Funds), as follows:
FUND A: Invested and reinvested in shares of common stock of Houston Industries
Incorporated (HI).
FUND B: Invested and reinvested in, directly or indirectly through collective
investment media such as mutual funds and any common, collective, group or
commingled trust fund that invests primarily in, (i) common stock and preferred
stock and limited partnership interests, (ii) leaseholds, fees and other
interests in realty, (iii) income-producing debt securities or (iv) other
evidences of ownership of, or interest in, any property, such as trust and
participation certificates and conditional sale agreements, all exclusive of
direct investment in securities of HI. It is intended that the assets of Fund B
be predominantly invested in equity securities and/or real estate.
FUND C: Invested and reinvested in, directly or indirectly through collective
investment media such as mutual funds and any common, collective, group or
commingled trust fund that invests primarily in income-producing debt
securities, including but not limited to, (i) obligations issued or fully
guaranteed by the United States of America or any agency thereof, (ii) debt
securities issued by corporations, partnerships, trans-national organizations or
other entities, (iii)
6
<PAGE>
interests in notes secured by mortgages on real estate and equity interests in
real estate, (iv) asset-backed securities, (v) debt securities issued by foreign
governments or any agency thereof or (vi) demand or time deposits, repurchase
agreements or commercial paper.
FUND D: Invested and reinvested in, directly or indirectly through collective
investment media such as mutual funds and any common, collective, group or
commingled trust fund that invests primarily in, (i) money market or other
short-term investments (including but not limited to repurchase agreements,
bankers acceptances, certificates of deposit, commercial paper, demand or time
deposits, obligations issued or fully guaranteed by the United States of America
or any agency thereof, securities with an interest rate or dividend rate that
resets to a market-based rate within one year from the date of issuance or the
most recent date on which interest rates or dividend rates were set, medium-to
long-term securities which at the time of purchase have less than one year to
maturity and other securities which at the time of purchase have less than one
year to maturity) or (ii) annuity or investment contracts with life insurance
companies or other financial institutions under which certain guaranteed
interest is provided and a repayment of the principal amount is guaranteed.
Pending the acquisition of an investment in an orderly manner for the Funds,
the Trustee (as hereinafter defined) could temporarily hold funds uninvested or
in repurchase agreements, bankers acceptances, certificates of deposit,
commercial paper, demand or time deposits, obligations issued or fully
guaranteed by the United States of America or any agency thereof, master notes
or like holdings either separately or through the medium of a common,
collective, group or commingled trust fund that invests primarily in such
investments.
The assets of the Plan were held in trust by Texas Commerce Bank National
Association (Trustee). The Benefits Committee (Committee) (formerly the
Compensation and Benefits Committee) appointed by the Board of Directors of HI,
the administrator of the Plan, appointed an independent investment manager to
manage all or a portion of the assets of Fund B. The Committee also retained the
same firm to serve as an investment consultant to provide investment advice with
respect to Funds B, C and D.
A Participant had the right to direct the Trustee to invest his
contributions, but not matching contributions made by his employer (Employer
Contributions), in accordance with one of ten options. At December 31, 1993 and
1992, the respective number of Participants in the Plan selecting the options
set forth below are as follows:
<TABLE>
<CAPTION>
Number of Participants
----------------------
Investment Option 1993 1992
- - ----------------------------------- ---------- ----------
<S> <C> <C>
100% in Fund A................... 346 236
100% in Fund B................... 70 56
100% in Fund C................... 34 26
100% in Fund D................... 40 34
50% in Fund A and 50% in Fund B.. 259 181
50% in Fund A and 50% in Fund C.. 100 46
50% in Fund A and 50% in Fund D.. 120 105
50% in Fund B and 50% in Fund C.. 78 81
50% in Fund B and 50% in Fund D.. 52 62
50% in Fund C and 50% in Fund D.. 38 30
</TABLE>
7
<PAGE>
All Employer Contributions were invested in Fund A.
Funding
- - -------
Contributions to the Plan were made by Participants and by KBLCOM
Incorporated (Company) and each affiliate or subsidiary of the Company that
adopted the Plan (Employers). Each Participant could contribute to the Plan
annually an amount of pre-tax compensation equal to any whole percent up to and
including 6% of his total compensation (Basic Contributions). Employer
Contributions were in an amount equal to 50% of Participant's Basic
Contributions.
In addition, each Participant could contribute an additional amount of pre-
tax compensation to the Plan in an amount equal to any whole percent up to and
including 4% of his total compensation (Excess Contributions). Employers did not
match Excess Contributions.
Participants could make their contributions to the Plan through salary
deferral (Pre-tax Contributions).
Pre-tax Contributions made to the Plan by salary deferral decreased a
Participant's income for federal income tax purposes by the amount of the
Participant's Pre-tax Contributions. Pre-tax Contributions were, however,
subject to Federal Insurance Contributions Act withholding tax.
The maximum amount that a taxpayer could elect to defer as a Pre-tax
Contribution for any taxable year under all cash or deferred arrangements (such
as the Plan) in which the taxpayer participated was limited to $8,994 in 1993
and $8,728 in 1992. If the total amount of Pre-tax Contributions exceeded the
maximum limit during any calendar year, such excess would be included in the
taxpayer's gross income for the year to which the deferrals relate, and would be
returned to the Participant, plus any income or minus any loss allocable
thereto, by April 15 of the following year.
Participation
- - -------------
Any eligible employee of an Employer could participate in the Plan beginning
on any January 1 if he was employed by an Employer on or before the immediately
preceding October 1. Ineligible employees included persons not regularly and
principally employed by an Employer and leased employees. If an individual was
transferred to eligible employment covered by the Plan from employment not
covered by the Plan, he was eligible to participate in the Plan on the date of
his transfer if he was employed on or before the October 1 in the year preceding
his transfer. Former Participants who were reemployed by an employer may
recommence participation in the Plan immediately, and their vesting service and
any portion of their interest in the Employer Contributions that was forfeited
was reinstated.
Distributions and Forfeitures
- - -----------------------------
A terminated Participant or the beneficiary of a deceased Participant was
entitled to a distribution of the value of the Participant's entire account in
case of disability, retirement at or after age 65 or death. A Participant's
surviving spouse was deemed to be the Participant's beneficiary unless the
Participant had provided the Committee with a written designation of another
beneficiary or beneficiaries. Such written designation had to contain the
spouse's written consent. In case of termination of service for other reasons, a
Participant was entitled to
8
<PAGE>
a distribution of the value of his contribution account plus the vested portion
of his Employer Contributions account. Vesting was determined by vesting service
years in accordance with the following schedule:
<TABLE>
<CAPTION>
Vesting Service Vested
Years* Percentage
--------------- ---------
<S> <C>
Less than two............................ 0
Two but less than three.................. 20
Three but less than four................. 40
Four but less than five.................. 60
Five but less than six................... 80
Six or more.............................. 100
-------------
</TABLE>
* Generally, a vesting service year was
a Plan year during which a Participant completed
at least 1,000 hours of service.
Any portion of the value of Employer Contributions not vested was forfeited.
The amount forfeited by a Participant was applied so as to reduce the respective
Employer's subsequent contribution to the Plan. Forfeitures in 1993 and 1992
were approximately $79,400 and $94,200, respectively.
A terminated Participant had to make a written request to receive a final
distribution from the Plan. The written request could be made at any time, but
had to be made no later than the end of the year in which the terminated
Participant attained the age of 65. If no request was received by the end of the
year in which the terminated Participant attained age 65, an automatic
distribution was made to the terminated Participant and mailed to his last known
address. If the vested value of the Participant's account did not exceed $3,500,
as valued as of the last day of the month preceding termination, an automatic
distribution was made to the Participant. Payments to a beneficiary were made as
soon as practicable after the Participant's death and if the distribution was no
more than $3,500, the beneficiary had to consent to the distribution.
An alternate payee could also receive a distribution from the Plan pursuant
to a "Qualified Domestic Relations Order".
Loans
- - -----
A Participant could borrow against amounts attributable to his Pre-tax
Contributions. The loans bore interest at a rate determined by the Committee on
a uniform and consistent basis and set forth in written procedures promulgated
by the Committee as required by applicable governmental regulations. The maximum
amount that a Participant could borrow from his Pre-tax Contribution account was
the lesser of (i) $50,000, reduced by the excess, if any, of the highest
outstanding balance of loans to the Participant from all plans maintained by the
Company or an affiliated entity during the one-year period ending on the day
before the date on which such loan was made over the outstanding balance of such
loans from the Plan on the date on which such loan was made, (ii) 50% of the
value of the Participant's vested account balance under the Plan, or (iii) 100%
of the value of the Participant's Pre-tax Contributions. The loans were secured
by the pledge of a portion of the Participant's right, title and value of the
Participant's account balance as determined immediately after the loan is made.
Loans could be repaid over a period of up to four years. No loan could be made
in a sum less than $500.
9
<PAGE>
Termination of the Plan
- - -----------------------
Prior to the January 1, 1994 merger of the Plan and subject to the approval
of HI, the Company could terminate the Plan at any time upon written notice to
the Trustee. In the event of termination of the Plan, the assets held by the
Trustee under the Plan would have been valued and fully vested, and each
Participant would have been entitled to distributions respecting his account.
3. FEDERAL INCOME TAXES
No provision for federal income taxes has been made in the financial
statements of the Plan. The Internal Revenue Service determined and informed the
Committee by letter dated July 18, 1990 that the Plan was qualified and the
trust fund (Trust) established under the Plan was tax-exempt, under the
appropriate sections of the Internal Revenue Code of 1986, as amended (Code).
The Plan was amended after receiving the determination letter. However, the
Committee, the Company, HI and HI's counsel believe that the Plan was designed
and 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 dates.
As a result, the Participant's Pre-tax Contributions, up to a specified
maximum amount each calendar year, and the Employer Contributions to the Trust
on behalf of a Participant were not currently taxable to a Participant when
made, and income from any source accruing to a Participant's account was not
taxable when realized by the Trust.
4. RELATED PARTY TRANSACTIONS
During 1993, the Trustee purchased common stock directly from HI for Fund A
at a price equal to the closing price on the New York Stock Exchange on the date
the Trustee delivered to HI the Plan's written acceptance of HI's offer to sell.
During 1993, 32,100 shares of HI common stock were purchased at a cost of
$1,488,975. The Trustee also purchased 4,364 shares of HI common stock at a cost
of $199,959 in the open market.
During 1992, the Trustee purchased shares of HI common stock for Fund A in
the open market. During 1992, 17,325 shares of HI common stock were purchased at
a cost of $763,124. During 1992, the Trustee distributed 39 shares of HI common
stock valued at $1,721.
At December 31, 1993 and 1992 the Plan held 0.08% and 0.05%, respectively, of
HI's outstanding common stock.
During 1993 and 1992, the Plan purchased $10,178,214 and $4,091,370 principal
amount, respectively, and sold $10,173,194 and $3,933,729 principal amount,
respectively, of short-term investment funds managed by the Trustee as temporary
investments. During 1993 and 1992, the Plan purchased 660 units (cost $226,834)
and 95 units (cost $30,000), respectively, of a fixed-income fund managed by the
Trustee as an investment for Fund C. During 1992, the Plan sold 84 units, valued
at $25,000 (cost $21,943), of such fixed-income fund from Fund C.
5. BENEFITS PAYABLE
As of December 31, 1993 and 1992, net assets available for benefits included
benefits of $56,690 and $58,935, respectively, due to Participants.
10
<PAGE>
6. AMENDMENT AND RESTATEMENT OF THE PLAN
Pursuant to an amendment and restatement of the Savings Plan of Houston
Industries Incorporated, effective January 1, 1994, the Plan was merged with and
consolidated into the Savings Plan of Houston Industries Incorporated, the
merged plan being the HI Plan and the assets of the Plan became assets of the HI
Plan.
Changes affecting Participants who became participants in the HI Plan
effective January 1, 1994 include:
(1) the rate of Employer Contributions was increased to 70% from 50% of
Participants' Basic Contributions,
(2) vesting service years will be determined based on years of covered
employment,
(3) Participants whose accounts contain amounts attributable to "After-tax
Contributions" as a result of transferring from the Savings Plan of
Houston Industries Incorporated may now withdraw such amounts,
(4) loans may be repaid over a period of up to five years, and
(5) the HI Plan will accept "direct rollovers" from other qualified plans.
The HI Plan has been amended by the First Amendment effective April 6,
1994 which provides for the following:
(1) HI Plan participants may allocate future Employee Contributions to any or
all of the investment funds in 10% increments and may change such
allocations monthly,
(2) HI Plan participants may transfer amounts attributable to past employee
contributions among the investment funds monthly, and
(3) the HI Board of Directors delegated to the Committee the authority to
amend the HI Plan to change the number and composition of the investment
funds.
7. SUBSEQUENT EVENTS
Subsequent to December 31, 1993, the market value of HI's common stock has
declined. As of June 15, 1994, unrealized depreciation in Fund A was
$1,365,906.
11
<PAGE>
Item 27a - Schedule of Assets Held for Investment Purposes
EIN: 76-0155013; PN: 017
KBLCOM INCORPORATED SAVINGS PLAN
================================
SUPPLEMENTAL SCHEDULE OF INVESTMENTS
DECEMBER 31, 1993
CURRENT
COST VALUE
---------- ---------
<TABLE>
<CAPTION>
FUND A
- - ------
<S> <C> <C>
Common Stock
- - ------------
*Houston Industries (100,250 shares) $4,122,468 $4,774,406
---------- ----------
Cash Equivalents
- - ----------------
*Texas Commerce Bank Short Term Investor
Money Market Group Fund
($235,759 par value) 235,759 235,759
---------- ----------
TOTAL FUND A INVESTMENTS 4,358,227 5,010,165
---------- ----------
FUND B
- - ------
Mutual Funds
- - ------------
Acorn Fund (19,886 shares) 225,977 277,414
Harbor International Fund (3,671 shares) 85,000 89,274
New York Venture Fund (30,997 shares) 390,000 371,034
Price International Stock Fund (7,037 shares) 71,545 85,564
Twentieth Century Growth Investors Fund
(4,984 shares) 115,157 111,631
Vanguard Windsor Fund (32,596 shares) 400,123 453,417
---------- ----------
Total Mutual Funds 1,287,802 1,388,334
---------- ----------
Common/Collective Trusts
- - ------------------------
Dietche & Field Investment Trust A
(21,171 units) 315,600 407,342
---------- ----------
Cash Equivalents
- - ----------------
*Texas Commerce Bank Short Term Investor
Money Market Group Fund
($47,709 par value) 47,709 47,709
---------- ----------
TOTAL FUND B INVESTMENTS 1,651,111 1,843,385
---------- ----------
FUND C
- - ------
Common/Collective Trusts
- - ------------------------
*Texas Commerce Bank Limited Term Bond Fund
(1,606 units) 479,890 544,432
---------- ----------
</TABLE>
12
<PAGE>
<TABLE>
<CAPTION>
Item 27a - Schedule of Assets Held for Investment Purposes
EIN: 76-0155013; PN: 017
SHARES/ CURRENT
PAR VALUE VALUE
---------- ----------
<S> <C> <C>
Cash Equivalents
- - ----------------
*Texas Commerce Bank Short Term Investor
Money Market Group Fund
($14,480 par value) 14,480 14,480
---------- ----------
TOTAL FUND C INVESTMENTS 494,370 558,912
---------- ----------
FUND D
- - ------
Cash Equivalents
- - ----------------
*Texas Commerce Bank Short Term Investor
Money Market Group Fund
($571,740 par value) 571,740 571,740
---------- ----------
TOTAL FUND D INVESTMENTS 571,740 571,740
---------- ----------
TOTAL SAVINGS PLAN INVESTMENTS $7,075,448 $7,984,202
========== ==========
*PARTICIPANT LOANS, 7% to 11-1/2%
maturing 1994 through 1998 $ 567,870 $ 567,870
========== ==========
</TABLE>
*Party-in-Interest
13
<PAGE>
Item 27a - Schedule of Assets Held for Investment Purposes; EIN 76-0155013; PN:
017
KBLCOM INCORPORATED SAVINGS PLAN
================================
SUPPLEMENTAL SCHEDULE OF ASSETS PURCHASED AND SOLD
FOR THE YEAR ENDED DECEMBER 31, 1993
<TABLE>
<CAPTION>
- - -----------------------------------------------------------------------------------
SHARES/ SALES
DESCRIPTION PAR VALUE COST PROCEEDS
- - -----------------------------------------------------------------------------------
<S> <C> <C> <C>
NONE
</TABLE>
14
<PAGE>
Item 27d - Schedule of Reportable Transactions; EIN: 76-0155013; PN: 017
KBLCOM INCORPORATED SAVINGS PLAN
================================
SUPPLEMENTAL SCHEDULE OF 5% REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1993
<TABLE>
<CAPTION>
- - --------------------------------------------------------------------------------------------------------------------------
CURRENT VALUE
PURCHASE SELLING COST OF ON TRANSACTION EXPENSE
DESCRIPTION PRICE PRICE ASSET DATE INCURRED NET GAIN
- - ----------------------------------------- ----------- ----------- ----------- -------------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
SINGLE TRANSACTIONS
- - -------------------
*Houston Industries Common Stock $ 330,600 $ 330,660
519,750 519,750
376,000 376,000
*Texas Commerce Bank Short Term
Investor Money Market Group Fund 5,221,919 5,221,919
$ 330,600 $ 330,600 330,600
519,750 519,750 519,750
375,936 375,936 375,936
401,468 401,468 401,468
307,138 307,138 307,138
5,204,847 5,204,847 5,204,847
SERIES OF TRANSACTIONS
- - ----------------------
*Houston Industries Common Stock-
36,464 Shares Purchased 1,688,934 1,688,934 $ 305
(Note 4)
*Texas Commerce Bank:
Short Term Investor Money Market Group
Fund (Note 4)
(227 Purchases) 10,178,214 10,178,214
(126 Sales) 10,173,194 10,173,194 10,173,194
New York Venture Fund
30,997 Shares Purchased 390,000 390,000
- - --------------------------------------
</TABLE>
*Party-in-interest
15
<PAGE>
SIGNATURE
=========
THE PLAN. Pursuant to the requirements of the Securities Exchange Act of 1934,
the trustees (or other persons who administer the Plan) have duly caused this
annual report to be signed on its behalf by the undersigned thereunto duly
authorized.
KBLCOM INCORPORATED SAVINGS PLAN
By /s/ D. D. Sykora
--------------------------------
(D. D. Sykora, Chairman of the
Benefits Committee of Houston
Industries Incorporated,
Plan Administrator)
June 28, 1994
16
<PAGE>
Index to Exhibits
Exhibit
No. Description
------- -----------------------------------------------
1 Independent Auditors' Consent
2 Houston Industries Incorporated Savings Plan,
as Amended and Restated Effective as of
January 1, 1994 (incorporated by reference to
Exhibit 4.5 to Post-Effective Amendment No. 1
to Form S-8 of HI, File No. 33-38344)
3 Houston Industries Incorporated Master Savings
Trust, as Amended and Restated Effective as of
January 1, 1994, between HI and Texas Commerce
Bank National Association (incorporated by
reference to Exhibit 10 to the Quarterly
Report on Form 10-Q of HI for the quarter
ended March 31, 1994, File No. 1-7629)
<PAGE>
INDEPENDENT AUDITORS' CONSENT
=============================
We hereby consent to the incorporation by reference in the Registration
Statement of Houston Industries Incorporated on Form S-8 and Post-Effective
Amendment No. 1 to Form S-8 (File No. 33-28584) of our report dated June 15,
1994 appearing in the Annual Report on Form 11-K of the KBLCOM Incorporated
Savings Plan for the year ended December 31, 1993.
/s/ Deloitte & Touche
DELOITTE & TOUCHE
Houston, Texas
June 27, 1994
