<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, 1995
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:
HOUSTON INDUSTRIES INCORPORATED
SAVINGS PLAN
B. Name of issuer of the securities held pursuant to the plan and the address
of its principal executive office:
HOUSTON INDUSTRIES INCORPORATED
1111 LOUISIANA STREET
HOUSTON, TEXAS 77002
<PAGE>
TABLE OF CONTENTS
=================
<TABLE>
<S> <C>
Independent Auditors' Report Page 1
Financial Statements:
Statement of Net Assets Available for Benefits,
December 31, 1995 Page 2
Statement of Net Assets Available for Benefits,
December 31, 1994 Page 3
Statement of Changes in Net Assets Available for
Benefits for the Year Ended December 31, 1995 Page 4
Statement of Changes in Net Assets Available for
Benefits for the Year Ended December 31, 1994 Page 5
Notes to Financial Statements for the Years Ended
December 31, 1995 and 1994 Page 6
Supplemental Schedules:
Supplemental Schedule of Investments,
December 31, 1995 (Item 27a) Page 13
Supplemental Schedule of Assets Purchased and Sold
for the Year Ended December 31, 1995 (Item 27a) Page 16
Supplemental Schedule of 5% Reportable Transactions
for the Year Ended December 31, 1995 (Item 27d) Page 17
</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.
<PAGE>
INDEPENDENT AUDITORS' REPORT
============================
Houston Industries Incorporated Savings Plan:
We have audited, by fund and in total, the accompanying financial statements of
the Houston Industries Incorporated Savings Plan (the "Plan") as of December 31,
1995 and 1994 and for the years then ended, listed in the Table of Contents.
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, 1995 and 1994, 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,
listed in the Table of Contents, 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 1995 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 LLP
DELOITTE & TOUCHE LLP
Houston, Texas
June 21, 1996
<PAGE>
HOUSTON INDUSTRIES INCORPORATED SAVINGS PLAN
============================================
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1995
<TABLE>
<CAPTION>
PARTICIPANT INVESTMENT FUNDS
--------------------------------------------------------------------------------------------------
CAPITAL GROWTH &
COMMON APPRECIATION INCOME INTERNATIONAL FIXED
STOCK ALLOCATED EQUITY EQUITY EQUITY BALANCED INCOME
FUND ESOP FUND FUND FUND FUND FUND
------------ ------------ ------------- ------------ -------------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS
INVESTMENTS
Common Stock $350,713,879 $105,474,793
Mutual Funds $49,222,864 $56,196,897 $20,400,963 $33,077,931 $ 8,516,657
Cash Equivalents 6,062,101 1,056,764 37 3 2 2 34
------------ ------------ ----------- ----------- ----------- ----------- -----------
Total 356,775,980 106,531,557 49,222,901 56,196,900 20,400,965 33,077,933 8,516,691
------------ ------------ ----------- ----------- ----------- ----------- -----------
PARTICIPANT LOANS 16,541,941 5,605,702 2,095,627 2,018,765 1,004,079 1,777,468
------------ ------------ ----------- ----------- ----------- ----------- -----------
RECEIVABLES
Dividends and Interest 5,837,034 1,667,598 1,051,966 205,982 215,046 361,188 65,745
Fund Transfers 165,624 (118,171) (7,270) (8,816) (31,387) (2,302)
Contributions
Employers 684,860
Participants 475,067 251,395 244,436 107,420 127,647 28,460
------------ ------------ ----------- ----------- ----------- ----------- -----------
Total 6,477,725 2,352,458 1,185,190 443,148 313,650 457,448 91,903
------------ ------------ ----------- ----------- ----------- ----------- -----------
TOTAL ASSETS 379,795,646 108,884,015 56,013,793 58,735,675 22,733,380 34,539,460 10,386,062
------------ ------------ ----------- ----------- ----------- ----------- -----------
LIABILITIES
PAYABLES
Administrative Expenses 11,497 10,136 2,600 2,819 1,393 1,951 928
Interest on ESOP Loans
from Company
ESOP Loans from Company
------------ ------------ ----------- ----------- ----------- ----------- -----------
TOTAL LIABILITIES 11,497 10,136 2,600 2,819 1,393 1,951 928
------------ ------------ ----------- ----------- ----------- ----------- -----------
NET ASSETS AVAILABLE FOR
BENEFITS $379,784,149 $108,873,879 $56,011,193 $58,732,856 $22,731,987 $34,537,509 $10,385,134
============ ============ =========== =========== =========== =========== ===========
</TABLE>
<TABLE>
<CAPTION>
PARTICIPANT INVESTMENT FUNDS
-----------------------------
MONEY
MARKET UNALLOCATED
FUND TOTAL ESOP TOTAL
----------- ------------ ------------ ---------------
<S> <C> <C> <C> <C>
ASSETS
INVESTMENTS
Common Stock $456,188,672 $348,127,132 $ 804,315,804
Mutual Funds 167,415,312 167,415,312
Cash Equivalents $38,116,835 45,235,778 2,850,313 48,086,091
----------- ------------ ------------ ---------------
Total 38,116,835 668,839,762 350,977,445 1,019,817,207
----------- ------------ ------------ ---------------
PARTICIPANT LOANS 3,645,637 32,689,219 32,689,219
----------- ------------ ------------ ---------------
RECEIVABLES
Dividends and Interest 326,420 9,730,979 5,364,517 15,095,496
Fund Transfers 2,322
Contributions
Employers 684,860 684,860
Participants 89,088 1,323,513 1,323,513
----------- ------------ ------------ ---------------
Total 417,830 11,739,352 5,364,517 17,103,869
----------- ------------ ------------ ---------------
TOTAL ASSETS 42,180,302 713,268,333 356,341,962 1,069,610,295
----------- ------------ ------------ ---------------
LIABILITIES
PAYABLES
Administrative Expenses 2,666 33,990 33,990
Interest on ESOP Loans
from Company 3,593,008 3,593,008
ESOP Loans from Company 285,179,187 285,179,187
----------- ------------ ------------ ---------------
TOTAL LIABILITIES 2,666 33,990 288,772,195 288,806,185
----------- ------------ ------------ ---------------
NET ASSETS AVAILABLE FOR
BENEFITS $42,177,636 $713,234,343 $ 67,569,767 $ 780,804,110
=========== ============ ============ ===============
</TABLE>
See notes to financial statements.
2
<PAGE>
HOUSTON INDUSTRIES INCORPORATED SAVINGS PLAN
============================================
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1994
<TABLE>
<CAPTION>
PARTICIPANT INVESTMENT FUNDS
--------------------------------------------------------------------------------
ALLOCATED
A ESOP B C D TOTAL
------------- ----------- ------------ ----------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
INVESTMENTS
Common Stock $268,973,203 $60,841,230 $329,814,433
Mutual Funds $ 64,942,949 64,942,949
Common/Collective Trusts 56,461,843 $ 540,934 57,002,777
U.S. Government Obligations 4,728,927 4,728,927
U.S. Government Agencies 744,504 744,504
Corporate Bonds and Notes 4,699,721 4,699,721
Cash Equivalents 2,749,029 698,021 752,965 3,771,954 $15,666,542 23,638,511
------------ ----------- ------------ ----------- ----------- ------------
Total 271,722,232 61,539,251 122,157,757 14,486,040 15,666,542 485,571,822
------------ ----------- ------------ ----------- ----------- ------------
PARTICIPANT LOANS 15,683,437 11,311,466 1,615,814 3,262,725 31,873,442
------------ ----------- ------------ ----------- ----------- ------------
RECEIVABLES
Dividends and Interest 5,685,342 1,318,875 9,199 233,425 81,654 7,328,495
Fund Transfers (2,009,754) 1,125,023 207,255 677,476
Contributions
Employers 1,518,933 1,518,933
Participants 784,911 760,682 118,510 120,783 1,784,886
------------ ----------- ------------ ----------- ----------- ------------
Total 4,460,499 2,837,808 1,894,904 559,190 879,913 10,632,314
------------ ----------- ------------ ----------- ----------- ------------
CASH 461 1 1 1 464
------------ ----------- ------------ ----------- ----------- ------------
TOTAL ASSETS 291,866,629 64,377,060 135,364,127 16,661,045 19,809,181 528,078,042
------------ ----------- ------------ ----------- ----------- ------------
LIABILITIES
PAYABLES
Administrative Expenses 42,180 11,822 54,002
Contribution Refunds 593 350 943
ESOP Loans from Company
------------ ----------- ------------ ----------- ----------- ------------
TOTAL LIABILITIES 593 42,530 11,822 54,945
------------ ----------- ------------ ----------- ----------- ------------
NET ASSETS AVAILABLE FOR
BENEFITS $291,866,036 $64,377,060 $135,321,597 $16,649,223 $19,809,181 $528,023,097
============ =========== ============ =========== =========== ============
</TABLE>
<TABLE>
<CAPTION>
UNALLOCATED
ESOP TOTAL
------------- ------------
<S> <C> <C>
ASSETS
INVESTMENTS
Common Stock $276,817,401 $606,631,834
Mutual Funds 64,942,949
Common/Collective Trusts 57,002,777
U.S. Government Obligations 4,728,927
U.S. Government Agencies 744,504
Corporate Bonds and Notes 4,699,721
Cash Equivalents 80,870 23,719,381
------------ ------------
Total 276,898,271 762,470,093
------------ ------------
PARTICIPANT LOANS 31,873,442
------------ ------------
RECEIVABLES
Dividends and Interest 5,811,977 13,140,472
Fund Transfers
Contributions
Employers 1,518,933
Participants 1,784,886
------------ ------------
Total 5,811,977 16,444,291
------------ ------------
CASH 464
------------ ------------
TOTAL ASSETS 282,710,248 810,788,290
------------ ------------
LIABILITIES
PAYABLES
Administrative Expenses 54,002
Contribution Refunds 943
ESOP Loans from Company 313,207,321 313,207,321
------------ ------------
TOTAL LIABILITIES 313,207,321 313,262,266
------------ ------------
NET ASSETS AVAILABLE FOR
BENEFITS $(30,497,073) $497,526,024
============ ============
</TABLE>
See notes to financial statements.
3
<PAGE>
HOUSTON INDUSTRIES INCORPORATED SAVINGS PLAN
============================================
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1995
<TABLE>
<CAPTION>
PARTICIPANT INVESTMENT FUNDS
----------------------------------------------------------------------------------------
CAPITAL GROWTH &
COMMON APPRECIATION INCOME INTERNATIONAL
STOCK ALLOCATED FUND EQUITY EQUITY EQUITY
FUND ESOP B FUND FUND FUND
------------- ------------- -------------- ------------- ------------ -------------
<S> <C> <C> <C> <C> <C> <C>
INVESTMENT INCOME
Dividends
Common Stock $ 22,001,152 $ 6,106,421
Mutual Funds $ 1,157,831 $ 4,294,479 $ 4,068,670 $ 507,517
Interest 319,998 57,699 563,438 130,628 2,998 1,287
NET APPRECIATION IN FAIR
VALUE OF INVESTMENTS 94,336,721 23,939,205 15,816,337 1,301,256 1,036,494 1,056,145
------------ ------------ ------------- ----------- ----------- -----------
Total 116,657,871 30,103,325 17,537,606 5,726,363 5,108,162 1,564,949
------------ ------------ ------------- ----------- ----------- -----------
CONTRIBUTIONS
Participants 14,041,387 8,691,957 3,310,813 3,328,790 1,537,225
Employers
Allocations of
ESOP Stock 19,239,974
Cash 744,344
ESOP Contributions
------------ ------------ ------------- ----------- ----------- -----------
Total 14,041,387 19,984,318 8,691,957 3,310,813 3,328,790 1,537,225
------------ ------------ ------------- ----------- ----------- -----------
INTEREST ON PARTICIPANT
LOANS 949,407 508,903 211,197 205,982 105,366
------------ ------------ ------------- ----------- ----------- -----------
FUND TRANSFERS (14,533,248) (85,216) (154,680,919) 48,126,466 51,619,764 20,038,351
------------ ------------ ------------- ----------- ----------- -----------
ADMINISTRATIVE EXPENSES (44,938) (13,764) (74,689) (12,934) (11,419) (4,844)
------------ ------------ ------------- ----------- ----------- -----------
BENEFIT PAYMENTS (29,152,366) (5,491,844) (7,304,455) (1,350,712) (1,518,423) (509,060)
------------ ------------ ------------- ----------- ----------- -----------
INTEREST ON ESOP LOANS
------------ ------------ ------------- ----------- ----------- -----------
CHANGE IN NET ASSETS
AVAILABLE FOR BENEFITS 87,918,113 44,496,819 (135,321,597) 56,011,193 58,732,856 22,731,987
------------ ------------ ------------- ----------- ----------- -----------
NET ASSETS AVAILABLE
FOR BENEFITS:
BEGINNING OF YEAR 291,866,036 64,377,060 135,321,597
------------ ------------ ------------- ----------- ----------- -----------
END OF YEAR $379,784,149 $108,873,879 $ 0 $56,011,193 $58,732,856 $22,731,987
============ ============ ============= =========== =========== ===========
</TABLE>
<TABLE>
<CAPTION>
PARTICIPANT INVESTMENT FUNDS
-------------------------------------------------------
FIXED MONEY
BALANCED INCOME MARKET UNALLOCATED
FUND FUND FUND TOTAL ESOP TOTAL
------------ ------------ ------------ ------------- ------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
INVESTMENT INCOME
Dividends
Common Stock $ 28,107,573 $ 22,128,830 $ 50,236,403
Mutual Funds $ 946,416 10,974,913 10,974,913
Interest 440,008 $ 832,477 $ 1,871,522 4,220,055 52,153 4,272,208
NET APPRECIATION IN FAIR
VALUE OF INVESTMENTS 296,077 1,288,941 139,071,176 95,978,488 235,049,664
----------- ----------- ----------- ------------ ------------ --------------
Total 1,682,501 2,121,418 1,871,522 182,373,717 118,159,471 300,533,188
----------- ----------- ----------- ------------ ------------ --------------
CONTRIBUTIONS
Participants 1,791,436 1,474,208 3,257,851 37,433,667 37,433,667
Employers
Allocations of
ESOP Stock 19,239,974 (19,239,974)
Cash 744,344 744,344
ESOP Contributions 28,616,710 28,616,710
----------- ----------- ----------- ------------ ------------ --------------
Total 1,791,436 1,474,208 3,257,851 57,417,985 9,376,736 66,794,721
----------- ----------- ----------- ------------ ------------ --------------
INTEREST ON PARTICIPANT
LOANS 115,570 78,162 233,222 2,407,809 2,407,809
----------- ----------- ----------- ------------ ------------ --------------
FUND TRANSFERS 32,125,594 (8,134,503) 25,523,711
----------- ----------- ----------- ------------ ------------ --------------
ADMINISTRATIVE EXPENSES (7,474) (36,787) (23,523) (230,372) (230,372)
----------- ----------- ----------- ------------ ------------ --------------
BENEFIT PAYMENTS (1,170,118) (1,766,587) (8,494,328) (56,757,893) (56,757,893)
----------- ----------- ----------- ------------ ------------ --------------
INTEREST ON ESOP LOANS (29,469,367) (29,469,367)
----------- ----------- ----------- ------------ ------------ --------------
CHANGE IN NET ASSETS
AVAILABLE FOR BENEFITS 34,537,509 (6,264,089) 22,368,455 185,211,246 98,066,840 283,278,086
----------- ----------- ----------- ------------ ------------ --------------
NET ASSETS AVAILABLE
FOR BENEFITS:
BEGINNING OF YEAR 16,649,223 19,809,181 528,023,097 (30,497,073) 497,526,024
----------- ----------- ----------- ------------ ------------ --------------
END OF YEAR $34,537,509 $10,385,134 $42,177,636 $713,234,343 $ 67,569,767 $ 780,804,110
=========== =========== =========== ============ ============ ==============
</TABLE>
See notes to financial statements.
4
<PAGE>
HOUSTON INDUSTRIES INCORPORATED SAVINGS PLAN
============================================
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1994
<TABLE>
<CAPTION>
PARTICIPANT INVESTMENT FUNDS
----------------------------------------------------------------------------------------
ALLOCATED
A ESOP B C D TOTAL
------------- ------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
INVESTMENT INCOME
Dividends
Common Stock $ 21,742,169 $ 4,535,543 $ 26,277,712
Mutual Funds $ 3,447,633 3,447,633
Interest 206,043 42,446 200,247 $ 1,031,654 $ 647,944 2,128,334
NET APPRECIATION IN FAIR
VALUE OF INVESTMENTS (79,958,646) (13,430,186) (3,605,290) (1,407,712) (98,401,834)
------------ ------------ ------------ ----------- ----------- ------------
Total (58,010,434) (8,852,197) 42,590 (376,058) 647,944 (66,548,155)
------------ ------------ ------------ ----------- ----------- ------------
CONTRIBUTIONS
Participants 15,638,023 15,629,431 2,008,895 2,129,670 35,406,019
Employers
Allocations of
ESOP Stock 15,851,643 15,851,643
Cash 2,632,196 2,632,196
ESOP Contributions
------------ ------------ ------------ ----------- ----------- ------------
Total 15,638,023 18,483,839 15,629,431 2,008,895 2,129,670 53,889,858
------------ ------------ ------------ ----------- ----------- ------------
INTEREST ON PARTICIPANT LOANS 915,360 871,931 92,782 134,926 2,014,999
------------ ------------ ------------ ----------- ----------- ------------
FUND TRANSFERS
From Affiliate Plan 5,501,379 2,158,616 632,735 702,695 8,995,425
(To) From Other Funds (367,413) (59,325) 444,450 (771,905) 754,193
------------ ------------ ------------ ----------- ----------- ------------
Total 5,133,966 (59,325) 2,603,066 (139,170) 1,456,888 8,995,425
------------ ------------ ------------ ----------- ----------- ------------
ADMINISTRATIVE EXPENSES (218,128) (67,153) (17,903) (303,184)
------------ ------------ ------------ ----------- ----------- ------------
BENEFIT PAYMENTS (9,361,003) (1,062,724) (4,999,479) (767,243) (867,583) (17,058,032)
------------ ------------ ------------ ----------- ----------- ------------
INTEREST ON ESOP LOANS
------------ ------------ ------------ ----------- ----------- ------------
CHANGE IN NET ASSETS
AVAILABLE FOR BENEFITS (45,684,088) 8,509,593 13,929,411 752,053 3,483,942 (19,009,089)
------------ ------------ ------------ ----------- ----------- ------------
NET ASSETS AVAILABLE FOR
BENEFITS:
BEGINNING OF YEAR 337,550,124 55,867,467 121,392,186 15,897,170 16,325,239 547,032,186
------------ ------------ ------------ ----------- ----------- ------------
END OF YEAR $291,866,036 $ 64,377,060 $135,321,597 $16,649,223 $19,809,181 $528,023,097
============ ============ ============ =========== =========== ============
</TABLE>
<TABLE>
<CAPTION>
UNALLOCATED
ESOP TOTAL
-------------- --------------
<S> <C> <C>
INVESTMENT INCOME
Dividends
Common Stock $ 23,885,757 $ 50,163,469
Mutual Funds 3,447,633
Interest 80,729 2,209,063
NET APPRECIATION IN FAIR
VALUE OF INVESTMENTS (99,744,654) (198,146,488)
------------- -------------
Total (75,778,168) (142,326,323)
------------- -------------
CONTRIBUTIONS
Participants 35,406,019
Employers
Allocations of
ESOP Stock (15,851,643)
Cash 2,632,196
ESOP Contributions 19,224,425 19,224,425
------------- -------------
Total 3,372,782 57,262,640
------------- -------------
INTEREST ON PARTICIPANT
LOANS 2,014,999
------------- -------------
FUND TRANSFERS
From Affiliate Plan 8,995,425
(To) From Other Funds
------------- -------------
Total 8,995,425
------------- -------------
ADMINISTRATIVE EXPENSES (303,184)
------------- -------------
BENEFIT PAYMENTS (17,058,032)
------------- -------------
INTEREST ON ESOP LOANS (31,875,008) (31,875,008)
------------- -------------
CHANGE IN NET ASSETS
AVAILABLE FOR BENEFITS (104,280,394) (123,289,483)
------------- -------------
NET ASSETS AVAILABLE FOR
BENEFITS:
BEGINNING OF YEAR 73,783,321 620,815,507
------------- -------------
END OF YEAR $ (30,497,073) $ 497,526,024
============= =============
</TABLE>
See notes to financial statements.
5
<PAGE>
HOUSTON INDUSTRIES INCORPORATED SAVINGS PLAN
============================================
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1995 AND 1994
----------------------------------------------
1. ACCOUNTING POLICIES
In accordance with the provisions of the Houston Industries Incorporated
Savings Plan (Plan), the financial records of the Plan are generally kept and
the valuations of accounts of participating employees (Participants) are
determined on the accrual basis. Prior to July 1, 1995, the financial records of
the Plan were generally kept and the valuations of accounts of Participants were
determined on the cash basis. The accompanying financial statements of the Plan
as of and for the year ended December 31, 1994 are presented on the accrual
basis and, accordingly, memorandum entries have been made to the accounting
records of the Plan to reflect the accrual of dividends and interest earned but
not received and administrative expenses incurred but not paid.
The Plan recognizes 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.
The preparation of financial statements in conformity with generally accepted
accounting principles requires estimates and assumptions that affect the
reported amounts as well as certain disclosures. The Plan's financial statements
include amounts that are based on management's best estimates and judgments.
Actual results could differ from those estimates.
Houston Industries Incorporated (Company) effected a two-for-one stock split in
the form of a common stock dividend on December 9, 1995. All prior periods have
been restated for consistency to reflect the stock distribution in terms of
number of shares of common stock held and transacted.
2. SUMMARY OF THE PLAN
The Plan was amended and restated effective July 1, 1995 to provide (1) for the
consolidation and merger of the Trust and the ESOP Trust (each as hereinafter
defined) into one trust, (2) daily valuations of Participants' accounts, (3) for
the addition of new investment funds and (4) certain other changes.
The Savings Plan of Houston Industries Incorporated (HII Plan) was amended and
restated effective January 1, 1994. Pursuant to such amendment and restatement,
the KBLCOM Incorporated Savings Plan (KBLCOM Plan) was merged with and
consolidated into the HII Plan, the merged plan being the "Prior Plan". The
assets of the KBLCOM Plan became assets of the Prior Plan. For information
concerning the sale of KBLCOM Incorporated (KBLCOM) and its effect on the Plan,
see note 6 below.
Investment Program
- ------------------
The Plan has seven investment funds (Funds) (four investment funds prior to
July 1, 1995), as follows:
COMMON STOCK FUND (FORMERLY FUND A): Invested primarily in shares of common
stock of the Company.
6
<PAGE>
FUND B (ELIMINATED EFFECTIVE JULY 1, 1995): 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,
equity securities and/or real estate.
CAPITAL APPRECIATION EQUITY FUND (EFFECTIVE JULY 1, 1995): Invested in a pool of
stock mutual funds that have a goal of long-term growth with little emphasis on
current income. The mutual funds buy stocks of rapidly growing companies or
companies with potential for exceptional growth including small company and
international stocks.
GROWTH AND INCOME EQUITY FUND (EFFECTIVE JULY 1, 1995): Invested in a pool of
stock mutual funds that have a goal of long-term growth and current income. The
mutual funds buy stocks of growing companies and companies that have a history
of paying steady dividends.
INTERNATIONAL EQUITY FUND (EFFECTIVE JULY 1, 1995): Invested in a pool of
international stock mutual funds that have a goal of long-term growth with
little emphasis on current income. The mutual funds buy stocks of growing and
established companies that have their principal business activities and
interests outside of the United States and which show the potential for growth.
BALANCED FUND (EFFECTIVE JULY 1, 1995): Invested in both stock and bond mutual
funds. This Fund uses a bond mutual fund investing in high-quality bonds and
stock mutual funds investing in a wide variety of companies.
FIXED INCOME FUND (FORMERLY FUND C): Invested in a fixed income mutual fund. The
mutual fund invests in short-term, high-quality government and corporate
bonds and other fixed income securities.
MONEY MARKET FUND (FORMERLY FUND D): Invested in a money market fund. The money
market fund invests in high-quality government and corporate fixed income
securities with maturities of less than one year.
Pending the acquisition of an investment in an orderly manner for the Funds,
the Trustee (as hereinafter defined) may temporarily hold funds uninvested or in
short-term investments.
The assets of the Plan are held in trust by The Northern Trust Company
(Trustee). Prior to May 1, 1995, the assets of the Plan were held in trust by
Texas Commerce Bank National Association (Prior Trustee) and State Street Bank
and Trust Company (Prior ESOP Trustee). The Benefits Committee (Committee),
appointed by the Board of Directors of the Company, as the administrator of the
Plan, has selected the investments for each of the Funds. Prior to July 1, 1995,
the Committee had appointed investment managers to manage all or a portion of
the assets of Fund B and Fund C. The Committee has also retained an independent
investment consultant to provide investment advice with respect to the Funds.
The fees charged by the Trustee, the investment managers, and the consultant are
paid by the Trustee out of the Funds.
A Participant has the right to direct the Trustee to invest his contributions,
but not matching contributions made by the employer (Employer Contributions), in
1% increments in any/or all of the Funds. Prior to July 1, 1995, a Participant
had the right to direct the Trustee or Prior Trustee to invest his contributions
in 10% increments in any/or all of the four Funds that were available prior to
July 1, 1995. Prior to April 6, 1994, a Participant could invest his
contributions either 100% in any one Fund or 50% in any two Funds.
All Employer Contributions to the Plan were invested in the ESOP (as
hereinafter defined).
7
<PAGE>
Employee Stock Ownership Plan
- -----------------------------
The employee stock ownership component (ESOP) of the Plan is a funding
mechanism for a portion of the Employer Contributions to the Plan. In connection
with the ESOP, the Company was party to an ESOP Trust Agreement between the
Company and the Prior ESOP Trustee. The Prior ESOP Trustee purchased shares of
the Company's common stock in open market transactions with funds provided by
loans (Loans) from the Company. The Prior ESOP Trustee completed the purchases
of shares of the Company's common stock in December 1991 after purchasing
18,762,184 shares at a cost of approximately $350 million. At December 31, 1995
and 1994, the balance of the Loans was approximately $285 million and $313
million, respectively. The Loans bear interest at a fixed rate of 9.783%. The
Loans are expected to be repaid over a period of up to twenty years. Although
prepayments of principal are permitted, no principal repayments are required
until 1997.
The Company makes periodic cash contributions to the unallocated ESOP (ESOP
Contributions). The ESOP Contributions, together with the earnings received by
the ESOP Trustee, are used to pay principal and interest on the Loans. As debt
service payments on the Loans are made, the Company releases shares of common
stock from the pledge securing the Loans and such shares are allocated to
Participants' accounts as Employer Contributions. No allocated shares serve as
collateral for the Loans. In addition to the ESOP Contributions, the Company may
elect to make Employer Contributions to the Allocated ESOP (as hereinafter
defined) in the form of cash which may be used to purchase shares of the
Company's common stock in the open market. Dividend income received on shares of
the Company's common stock that was purchased in the open market is not
available for debt service payments.
That portion of the ESOP which has been allocated to Participants (Allocated
ESOP) as Employer Contributions and that portion of the ESOP which has not been
allocated to Participants (Unallocated ESOP) are presented separately in the
financial statements.
Funding
- -------
Contributions to the Plan are made by Participants and by the Company and each
subsidiary of the Company that has adopted the Plan (Employers). Each
Participant may contribute to the Plan annually an amount equal to any whole
percentage up to and including 6% of his total compensation. In 1995 and 1994,
this amount, referred to as the Participant's "Basic Contributions", could be
made up of Pre-tax and After-tax Contributions (as hereinafter defined),
provided that the total amount contributed was less than or equal to 6% of the
Participant's compensation. Participants who were employed by KBLCOM or one of
its subsidiaries (KBLCOM Participants) were not permitted to make After-tax
Contributions. Employer Contributions are in an amount equal to 70% of
Participants' Basic Contributions.
Each Participant, except KBLCOM Participants, can make excess contributions
annually to the Plan in an amount equal to any whole percentage up to and
including 10% of his total compensation. This amount, referred to as the
Participant's "Excess Contributions", could be made up of Pre-tax and After-tax
Contributions, provided that the total amount contributed was less than or equal
to 10% of the Participant's compensation. KBLCOM Participants' excess
contributions had to be Pre-tax Contributions and were limited to an amount
equal to any whole percentage up to and including 4% of his total compensation.
Employers do not match excess contributions.
8
<PAGE>
Participants can make their contributions to the Plan through (i) payroll
deductions (After-tax Contributions), (ii) salary deferral (Pre-tax
Contributions) or (iii) a combination of After-Tax and Pre-tax Contributions.
KBLCOM Participants had to make their contributions through Pre-tax
Contributions.
Pre-tax Contributions made to the Plan by salary deferral decrease a
Participant's income for federal income tax purposes by the amount of the
Participant's Pre-tax Contributions. Pre-tax Contributions are, however, subject
to Federal Insurance Contributions Act withholding tax.
The maximum amount that a taxpayer may 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 participates was limited to $9,240 in 1995 and 1994. The
maximum limit for 1996 is $9,500, to be adjusted annually thereafter for
inflation. If the total amount of Pre-tax Contributions exceeds the maximum
limit during any calendar year, such excess will be included in the taxpayer's
gross income for the year to which the deferrals relate, and will 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 may participate in the Plan as soon as
is practicable after employment commences. Prior to July 1, 1995, any eligible
employee of an Employer could participate in the Plan beginning on any
January 1, April 1, July 1 or October 1. Prior to October 1, 1994, 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 include persons not regularly and principally
employed by an Employer and leased employees. Former Participants who are
reemployed by an Employer may recommence participation in the Plan as soon as
practicable after reemployment, their vesting service will be reinstated, and
any portion of their interest in the Employer Contributions that was forfeited
will be reinstated in accordance with the terms of the Plan.
Distributions and Forfeitures
- -----------------------------
A terminated Participant or the beneficiary of a deceased Participant is
entitled to a distribution of the value of the Participant's entire account in
case of disability, retirement at or after the later of the Participant's
attainment of age 65 or the fifth anniversary of the Participant's commencement
of participation in the Plan, or death. In case of termination of service for
other reasons, a Participant is entitled to a distribution of the entire value
of his contribution account plus the vested portion of his Employer Contribution
account. Vesting is 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 is each
Plan year during which an employee completed
at least 1,000 hours of service.
9
<PAGE>
Any portion of the value of Employer Contributions not vested will be
forfeited. The amount forfeited by a Participant is applied to reduce the
respective Employer's subsequent contribution to the Plan. Plan forfeitures in
1995 and 1994 were approximately $170,100 and $97,500, respectively.
A terminated Participant receives a final distribution from the Plan upon
written request no later than the end of the year in which the terminated
Participant attains the age of 65, or if no request is received, an automatic
distribution will be made to the terminated Participant and mailed to his last
known address at such time. Lump sum distributions are made for accounts which
do not exceed $3,500.
Withdrawals and Loans
- ---------------------
A Participant may make in-service withdrawals from amounts attributable to his
After-tax Contributions. A KBLCOM Participant who had After-tax Contributions
attributable to service before becoming a KBLCOM Participant could make an in-
service withdrawal from such After-tax Contributions. Effective January 1, 1994,
a Participant with less than five years of service who withdraws Basic After-tax
Contributions will be suspended from Plan participation for six months.
A Participant may borrow against amounts attributable to his Pre-tax
Contributions. The maximum amount that a Participant may borrow from his Pre-tax
Contribution account is 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 is made over the
outstanding balance of loans from the Plan on the date on which such loan is
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 Contribution
account. The loans are to be secured by the pledge of a portion of the
Participant's right, title and value of the Participant's vested account balance
under the Plan as determined immediately after the loan is made. Loans may be
repaid over a period of up to five years, except loans made before January 1,
1994 must to be repaid over a period of up to four years. No loan will be made
for a sum less than $500.
Diversification of Investments
- ------------------------------
A Participant who is 55 years of age or older as of any December 31 and who has
participated in the Plan for at least ten years is qualified to diversify, in
any subsequent calendar year, the investments in his ESOP account and his
Employer Contribution account by transferring up to 25% of the sum of the
balances of those accounts (less any amount previously transferred) to any of
the other Funds. After five years of eligibility to make such transfers, the
maximum percentage increases to 50% (less any amount previously transferred). A
qualified Participant must make this election in the first 90 days of any
calendar year following qualification to diversify. The transfer will be
effective on the last business day in March. Second or subsequent elections will
cause transfers only to the extent the permissible election exceeds amounts
previously transferred.
Termination of the Plan
- -----------------------
The Company may terminate the Plan at any time and must give written notice to
the Trustee. In the event of termination of the Plan, the assets held by the
Trustee under the Plan will be valued and each Participant will become fully
vested and entitled to distributions respecting his account.
10
<PAGE>
3. FEDERAL INCOME TAXES
No provision for federal income taxes has been made in the financial statements
of the Plan. The Internal Revenue Service (IRS) determined and informed the
Company by a letter dated December 3, 1994 that the Prior Plan was qualified and
the trust fund (Trust) established under the Prior Plan was tax-exempt under the
appropriate sections of the Internal Revenue Code of 1986, as amended (Code).
Although the Plan was amended and restated subsequent to that date, the
Committee and the Company's counsel believe that the Plan was designed and
operated in compliance with the requirements of the Code. 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 are not currently taxable to a Participant when made, and income
from any source accruing to a Participant's account is not taxable when realized
by the Trust. The After-tax Contributions made by a Participant will not be
deductible by the Participant. The continued status of the Trust as a tax-exempt
trust and the Plan as a qualified plan are contingent upon the continuing
operation of the Trust and the Plan in accordance with applicable provisions of
the Code.
4. RELATED PARTY TRANSACTIONS
During 1995, the Trustee, the Prior Trustee and the Prior ESOP Trustee
purchased in the open market shares of the Company's common stock for the Common
Stock Fund (Fund A) and the Allocated ESOP. The number of shares of the
Company's common stock purchased and the related cost are shown below:
<TABLE>
<CAPTION>
Common Stock Fund
(Fund A) Allocated ESOP
------------------- --------------------
Shares Cost Shares Cost
-------- --------- -------- ----------
<S> <C> <C> <C> <C>
Open Market Purchases 874,236 $19,433,689 9,846 $ 199,962
</TABLE>
During 1995, the Trustee purchased 80,000 shares (valued at $1,801,938) of the
Company's common stock for the Common Stock Fund from the Allocated ESOP.
During 1995, the Trustee and the Prior ESOP Trustee sold in the open market
1,590,590 shares of the Company's common stock valued at $34,022,563 (cost,
$25,254,640).
During 1994, the Prior Trustee and the Prior ESOP Trustee purchased in the open
market shares of the Company's common stock for Fund A and the Allocated ESOP.
The number of shares of the Company's common stock purchased and the related
cost are shown below:
<TABLE>
<CAPTION>
Fund A Allocated ESOP
------------------------- -------------------
Shares Cost Shares Cost
--------- -------------- -------- ---------
<S> <C> <C> <C> <C>
Open Market Purchases 1,718,370 $29,982,939 100,304 $1,799,868
</TABLE>
During 1995 and 1994, the Trustee, the Prior Trustee and the ESOP Trustee
distributed 182,354 shares of the Company's common stock (valued at $3,668,102)
and 90,660 shares of the Company's common stock (valued at $1,840,131),
respectively.
As of December 31, 1995, an aggregate of 33,167,662 shares of the Company's
common stock was held by the Plan, including shares held in the Unallocated
ESOP. As of December 31, 1994, an aggregate of 34,056,524 shares of the
Company's common stock was held by the Plan, consisting of 15,100,250 shares
held by the Prior Trustee and 18,956,274 shares held by the Prior ESOP Trustee,
including shares held in the Unallocated ESOP. These shares
11
<PAGE>
represented 12.62% of the Company's common stock outstanding at December 31,
1995 and 5.75% and 7.22%, respectively, of the Company's common stock
outstanding at December 31, 1994.
During 1995 and 1994, the Plan and the ESOP purchased and sold units of short-
term investment funds managed by the Trustee, the Prior Trustee and the Prior
ESOP Trustee as temporary investments, as shown below:
<TABLE>
<CAPTION>
1995 1994
------------ -------------------------
Plan & ESOP Plan ESOP
------------ ------------ -----------
<S> <C> <C> <C>
Purchases $404,485,259 $135,278,761 $30,339,845
Sales 381,417,605 131,499,044 34,117,570
</TABLE>
5. BENEFITS PAYABLE
As of December 31, 1995 and 1994, the Plan's net assets available for benefits
included benefits of $0 and $3,523,683, respectively, due to Participants who
had withdrawn from participation in the Plan.
During 1995, the Plan experienced an increase in benefit payments due to the
sale of KBLCOM and various Voluntary Severance Benefits Plans offered to certain
employees of the Company.
6. SALE OF KBLCOM INCORPORATED
In January 1995, the Company agreed to sell KBLCOM to Time Warner Inc. (Time
Warner). The sale closed in July 1995. KBLCOM Participants continued their
participation in the Plan until June 30, 1995. At such time the KBLCOM
Participants terminated service and their accounts became fully vested and
nonforfeitable. Time Warner did not have a qualified plan that accepts roll-over
contributions. Consequently, the accounts of the KBLCOM Participants remained in
the Plan and were or will be distributed pursuant to the provisions of the Plan
as they relate to any terminated Participant. In June 1995, approximately 1,100
KBLCOM Participants elected to receive distributions of their accounts under the
Plan. Approximately 140 KBLCOM Participants remain in the Plan. Neither the
Company nor the Committee is able to predict when such benefits will be
distributed to such remaining KBLCOM Participants.
12
<PAGE>
Item 27a - Schedule of Assets Held for Investment Purposes;
EIN: 74-1885573; PN: 015
HOUSTON INDUSTRIES INCORPORATED SAVINGS PLAN
============================================
SUPPLEMENTAL SCHEDULE OF INVESTMENTS
DECEMBER 31, 1995
<TABLE>
<CAPTION>
CURRENT
COMMON STOCK FUND COST VALUE
- ------------------------------------------------ ------------ -------------
<S> <C> <C>
Common Stock
- ------------------------------------------------
*Houston Industries (14,462,428 shares) $230,060,409 $350,713,879
------------ ------------
Cash Equivalents
- ------------------------------------------------
*Northern Trust Collective Short-term
Investment Fund ($6,062,101 par value) 6,062,101 6,062,101
------------ ------------
TOTAL COMMON STOCK FUND INVESTMENTS 236,122,510 356,775,980
------------ ------------
ALLOCATED ESOP
- ------------------------------------------------
Common Stock
- ------------------------------------------------
*Houston Industries (4,349,476 shares) 81,594,968 105,474,793
------------ ------------
Cash Equivalents
- ------------------------------------------------
*Northern Trust Collective Short-term
Investment Fund ($1,056,764 par value) 1,056,764 1,056,764
------------ ------------
TOTAL ALLOCATED ESOP INVESTMENTS 82,651,732 106,531,557
------------ ------------
CAPITAL APPRECIATION EQUITY FUND
- ------------------------------------------------
Mutual Funds
- ------------------------------------------------
Acorn Fund (1,264,411 shares) 15,800,613 17,195,987
AIM Weingarten Equity Fund (944,711 shares) 17,302,522 16,749,726
Janus Fund (663,071 shares) 15,079,543 15,277,151
------------ ------------
Total Mutual Funds 48,182,678 49,222,864
------------ ------------
Cash Equivalents
- ------------------------------------------------
*Northern Trust Collective Short-term
Investment Fund ($37 par value) 37 37
------------ ------------
TOTAL CAPITAL APPRECIATION EQUITY FUND
INVESTMENTS 48,182,715 49,222,901
------------ ------------
GROWTH AND INCOME EQUITY FUND
- ------------------------------------------------
Mutual Funds
- ------------------------------------------------
Davis New York Venture Fund (1,300,095 shares) 16,301,239 18,877,377
Dodge & Cox Stock Fund (285,086 shares) 18,758,730 19,337,367
Vanguard Windsor Fund (1,237,588 shares) 17,204,043 17,982,153
------------ ------------
Total Mutual Funds 52,264,012 56,196,897
------------ ------------
</TABLE>
13
<PAGE>
Item 27a - Schedule of Assets Held for Investment Purposes;
EIN: 74-1885573; PN: 015
<TABLE>
<CAPTION>
CURRENT
COST VALUE
---------- ----------
<S> <C> <C>
Cash Equivalents
- -------------------------------------------------------------
*Northern Trust Collective Short-term
Investment Fund ($3 par value) 3 3
---------- ----------
TOTAL GROWTH & INCOME EQUITY FUND
INVESTMENTS 52,264,015 56,196,900
---------- ----------
INTERNATIONAL EQUITY FUND
- -------------------------------------------------------------
Mutual Funds
- -------------------------------------------------------------
American Funds-Europacific Growth Fund
(308,357 shares) 6,859,279 7,132,306
Lazard Funds International Equity Portfolio
(534,574 shares) 6,896,026 6,682,169
Warburg Pincus Institutional Funds International
Equity Fund (431,618 shares) 6,307,837 6,586,488
---------- ----------
Total Mutual Funds 20,063,142 20,400,963
---------- ----------
Cash Equivalents
- -------------------------------------------------------------
*Northern Trust Collective Short-term
Investment Fund ($2 par value) 2 2
---------- ----------
TOTAL INTERNATIONAL EQUITY FUND INVESTMENTS 20,063,144 20,400,965
---------- ----------
BALANCED FUND
- -------------------------------------------------------------
Mutual Funds
- -------------------------------------------------------------
Acorn Fund (250,392 shares) 3,522,446 3,405,333
American Funds-Europacific Growth Fund
(221,136 shares) 5,122,963 5,114,881
Davis New York Venture Fund (267,675 shares) 3,944,971 3,886,645
Neuberger & Berman Guardian Equity Fund
(159,671 shares) 3,704,286 3,677,230
Vanguard Fixed Income Securities Fund Short-term
Corporate Portfolio (1,557,639 shares) 16,794,248 16,993,842
---------- ----------
Total Mutual Funds 33,088,914 33,077,931
---------- ----------
Cash Equivalents
- -------------------------------------------------------------
*Northern Trust Collective Short-term
Investment Fund ($2 par value) 2 2
---------- ----------
TOTAL BALANCED FUND INVESTMENTS 33,088,916 33,077,933
---------- ----------
FIXED INCOME FUND
- -------------------------------------------------------------
Mutual Funds
- -------------------------------------------------------------
Vanguard Fixed Income Securities Fund Short-term
Corporate Portfolio (780,629 shares) 8,396,132 8,516,657
---------- ----------
</TABLE>
14
<PAGE>
Item 27a - Schedule of Assets Held for Investment Purposes;
EIN: 74-1885573; PN: 015
<TABLE>
<CAPTION>
CURRENT
COST VALUE
----------- --------------
<S> <C> <C>
Cash Equivalents
- -------------------------------------------------------------
*Northern Trust Collective Short-term
Investment Fund ($34 par value) 34 34
------------ --------------
TOTAL FIXED INCOME FUND INVESTMENTS 8,396,166 8,516,691
------------ --------------
MONEY MARKET FUND
- -------------------------------------------------------------
Cash Equivalents
- -------------------------------------------------------------
*Northern Trust Collective Short-term
Investment Fund ($38,116,835 par value) 38,116,835 38,116,835
------------ --------------
TOTAL MONEY MARKET FUND INVESTMENTS 38,116,835 38,116,835
------------ --------------
TOTAL PARTICIPANT INVESTMENTS 518,886,033 668,839,762
------------ --------------
UNALLOCATED ESOP
- -------------------------------------------------------------
Common Stock
- -------------------------------------------------------------
*Houston Industries (14,355,758 shares) 267,874,050 348,127,132
------------ --------------
Cash Equivalents
- -------------------------------------------------------------
*Northern Trust Collective Short-term
Investment Fund ($2,850,313 par value) 2,850,313 2,850,313
------------ --------------
TOTAL UNALLOCATED ESOP INVESTMENTS 270,724,363 350,977,445
------------ --------------
TOTAL SAVINGS PLAN INVESTMENTS $789,610,396 $1,019,817,207
============ ==============
*PARTICIPANT LOANS, 7.00% to 10.00%,
maturing 1996 through 2000 $ 32,689,219 $ 32,689,219
============ ==============
</TABLE>
*Party-in-Interest
15
<PAGE>
Item 27a - Schedule of Assets Held for Investment Purposes; EIN: 74-1885573;
PN: 015
HOUSTON INDUSTRIES INCORPORATED SAVINGS PLAN
============================================
SUPPLEMENTAL SCHEDULE OF ASSETS PURCHASED AND SOLD
FOR THE YEAR ENDED DECEMBER 31, 1995
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
DESCRIPTION SHARES/ SALES
PAR VALUE COST PROCEEDS
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
NONE
</TABLE>
16
<PAGE>
Item 27d - Schedule of Reportable Transactions; EIN: 74-1885573; PN: 015
HOUSTON INDUSTRIES INCORPORATED SAVINGS PLAN
============================================
SUPPLEMENTAL SCHEDULE OF 5% REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1995
<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
- -----------------------------------------------
*Texas Commerce Bank:
Short Term Investor Money Market Group Fund $ 53,091,321 $ 53,091,321 $ 53,091,321
SERIES OF TRANSACTIONS
- -----------------------------------------------
*Houston Industries Incorporated:
Common Stock
(884,082 Shares Purchased) $ 19,633,651 19,633,651 $25,850
(1,590,590 Shares Sold) 34,022,653 25,254,630 34,022,653 39,820 $8,768,023
(182,354 Shares Distributed) 3,668,102 2,864,828 3,668,102 803,274
*Texas Commerce Bank:
Short Term Investor Money Market Group Fund
(159 Purchases) 84,614,078 84,614,078
(90 Sales) 105,450,521 105,450,521 105,450,521
*The Northern Trust Company:
Collective Short-term Investment Fund:
(352 Purchases) 293,173,603 293,173,603
(281 Sales) 244,724,090 244,724,090 244,724,090
Janus Fund
(2,099,878 Shares Purchased) 46,264,003 46,264,003
(1,436,807 Shares Sold) 33,022,401 31,184,460 33,022,401 1,837,941
</TABLE>
- -----------------------------------
*Party-in-Interest
17
<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.
HOUSTON INDUSTRIES INCORPORATED SAVINGS PLAN
By /s/ D. D. Sykora
----------------------------------
(D. D. Sykora, Chairman of the
Benefits Committee of
Houston Industries Incorporated,
Plan Administrator)
June 27, 1996
18
<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 the Company, File
No. 33-38344)
3 First Amendment to Houston Industries Incorporated Savings Plan, as
Amended and Restated Effective January 1, 1994, effective as of April
6, 1994 (incorporated by reference to Exhibit 99(d) to the Quarterly
Report on Form 10-Q of the Company for the quarter ended March 31,
1994, File No. 1-7629)
4 Second Amendment to Houston Industries Incorporated Savings Plan, as
Amended and Restated Effective January 1, 1994, effective January 1,
1994 (incorporated by reference to Exhibit 99(f) to the Quarterly
Report on Form 10-Q of the Company for the quarter ended September 30,
1994, File No. 1-7629)
5 Third Amendment to Houston Industries Incorporated Savings Plan, as
Amended and Restated Effective January 1, 1994, effective January 1,
1994 (incorporated by reference to Exhibit 6 to the Plan's Annual
Report on Form 11-K for the fiscal year ended December 31, 1994, File
No. 1-7629)
6 Fourth Amendment to Houston Industries Incorporated Savings Plan, as
Amended and Restated Effective January 1, 1994, effective January 1,
1995 and May 1, 1995 (incorporated by reference to Exhibit 7 to the
Plan's Annual Report on Form 11-K for the fiscal year ended December
31, 1994, File No. 1-7629)
7 Houston Industries Incorporated Savings Plan, as Amended and Restated
Effective as of July 1, 1995 (incorporated by reference to Exhibit
99(c) to the Quarterly Report on Form 10-Q of the Company for the
quarter ended March 31, 1995, File No. 1-7629)
8 Houston Industries Incorporated Master Savings Trust, as Amended and
Restated Effective as of January 1, 1994, between the Company and Texas
Commerce Bank National Association (incorporated by reference to
Exhibit 10 to the Quarterly Report on Form 10-Q of the Company for the
quarter ended March 31, 1994, File No. 1-7629)
9 First Amendment to Houston Industries Incorporated Master Savings Trust
effective as of May 1, 1995 (incorporated by reference to Exhibit 10(a)
to the Quarterly Report on Form 10-Q of the Company for the quarter
ended March 31, 1995, File No. 1-7629)
10 Appointment of Successor Trustee under the Houston Industries
Incorporated Master Savings Trust dated as of May 1, 1995
11 Termination of Houston Industries Incorporated Savings Plan and Trust
Agreement as to KBLCOM Incorporated effective as of June 30, 1995
(incorporated by reference to Exhibit 10(a) to the Quarterly Report on
Form 10-Q of the Company for the quarter ended September 30, 1995, File
No. 1-7629)
19
<PAGE>
Index to Exhibits-continued
Exhibit
No. Description
- ------- -----------------------------------------------------------------------
12 ESOP Trust Agreement between Houston Industries Incorporated and State
Street Bank and Trust Company, as ESOP Trustee, dated October 5, 1990
(incorporated by reference to Exhibit 10(j)(2) to the Annual Report of
the Company on Form 10-K for the year ended December 31, 1990, File
No. 1-7629)
13 First Amendment to ESOP Trust Agreement between Houston Industries
Incorporated and State Street Bank and Trust Company, as ESOP Trustee,
dated October 5, 1990 (incorporated by reference to Exhibit 10(b) to
the Quarterly Report on Form 10-Q of the Company for the quarter ended
March 31, 1995, File No. 1-7629)
14 Appointment of Successor Trustee under the Savings Plan of Houston
Industries Incorporated ESOP Trust Agreement dated as of May 1, 1995
15 Houston Industries Incorporated Savings Trust, as Amended and Restated
as of July 1, 1995, between the Company and The Northern Trust
Company (incorporated by reference to Exhibit 10(s)(4) to the Annual
Report on Form 10-K of the Company for the year ended December 31,
1995, File No. 1-7629)
20
<PAGE>
EXHIBIT 1
INDEPENDENT AUDITORS' CONSENT
=============================
We hereby consent to the incorporation by reference in the Registration
Statement of Houston Industries Incorporated on Form S-8 (File No. 33-55391) of
our report dated June 21, 1996 appearing in the Annual Report on Form 11-K of
the Houston Industries Incorporated Savings Plan for the year ended December 31,
1995.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Houston, Texas
June 27, 1996
<PAGE>
EXHIBIT 10
APPOINTMENT OF SUCCESSOR TRUSTEE UNDER THE
HOUSTON INDUSTRIES INCORPORATED MASTER SAVINGS TRUST
THIS AGREEMENT made and entered into as of the 1st day of May, 1995, by and
between HOUSTON INDUSTRIES INCORPORATED, a Texas corporation (the "Company"),
TEXAS COMMERCE BANK NATIONAL ASSOCIATION, a national banking association having
its principal place of business in Houston, Texas (the "Trustee"), and THE
NORTHERN TRUST COMPANY, an Illinois corporation (the "Successor Trustee");
W I T N E S S E T H:
WHEREAS, by Trust Agreement, dated effective as of January 1, 1994, between
the Company and the Trustee (said Agreement attached hereto as Exhibit A,
incorporated herein by reference for all purposes and hereinafter referred to as
the "Trust Agreement"), the Company established a Trust to hold the assets of
the Houston Industries Incorporated Savings Plan (said plan, as presently in
existence, being hereinafter referred to as the "Plan"), to provide for the
investment and administration of such assets; and
WHEREAS, in accordance with Article IX of the Trust Agreement, the Board of
Directors of the Company has duly authorized the Company to remove the Trustee
and to appoint the Successor Trustee as successor trustee under the Trust
Agreement, and the Trustee has been so advised; and
WHEREAS, Successor Trustee desires to accept appointment as successor
trustee under the Trust Agreement;
NOW, THEREFORE, the Company, the Trustee and the Successor Trustee hereby
agree as follows:
<PAGE>
1. The Company has provided the Trustee with the 60-day written notice of
its removal as trustee under the Trust Agreement, effective as of May 1, 1995,
as required by Article IX of the Trust Agreement, and the Trustee hereby accepts
such notice and agrees that said removal shall become effective on said date.
2. The Company hereby appoints the Successor Trustee to replace the
Trustee as the trustee under the Trust Agreement, effective as of May 1, 1995.
3. Successor Trustee hereby accepts its appointment as successor trustee
under the Trust Agreement and agrees to be bound by the terms of the Trust
Agreement, effective as of May 1, 1995.
4. Successor Trustee hereby agrees to hold such assets as are delivered
to it by the Trustee, and such assets as may be received by it subsequent to May
1, 1995, pursuant to the terms of the Trust Agreement until July 1, 1995, at
which time the Trust Agreement shall be amended and restated as provided in
paragraph 5 hereof.
5. The Company and Successor Trustee hereby agree that the Trust
Agreement shall be amended, effective as of May 1, 1995, in the form attached
hereto as Exhibit A.
6. The Company and Successor Trustee hereby agree to amend, restate,
merge and continue, effective as of July 1, 1995, the Trust Agreement and the
Savings Plan of Houston Industries Incorporated ESOP Trust Agreement, as
established effective October 5, 1990, in the form of the Houston Industries
Incorporated Savings Trust (said Restated Trust Agreement to be made in the form
agreed upon by the parties thereto), in order to provide for daily valuation of
accounts under the Trust Agreement, to authorize an increase in the number of
investment funds available under the Trust Agreement, and to make certain other
changes therein.
-2-
<PAGE>
7. In consideration of the acceptance by the Successor Trustee of said
successor trusteeship, the Company agrees with the Successor Trustee as follows:
(a) Successor Trustee shall have no duty or responsibility to inquire
into the acts or omissions of the Trustee under the Trust Agreement, the
Company or any of its predecessors, subsidiaries or affiliates, any member
or members of the Benefits Committee designated to administer the Plan or
any Investment Manager appointed under and acting pursuant to the Trust
Agreement, or any agent of the aforementioned entities to the extent that
any such acts or omissions may have occurred, prior to May 1, 1995.
Further, the Successor Trustee shall have fiduciary responsibility,
pursuant to the terms of the Trust Agreement, only with respect to such
assets as are delivered to it by the Trustee, and such assets as may be
received by it subsequent to May 1, 1995 during the period that the
Successor Trustee is acting in such fiduciary capacity.
(b) Successor Trustee shall not be liable or responsible, in any
manner whatsoever, for any action or omitted action in connection with the
administration of the Plan and Trust Agreement prior to May 1, 1995 by the
Trustee, any Investment Manager, any member or members of the Benefits
Committee, the Company or any of its predecessors, subsidiaries or
affiliates, or any agent of the aforementioned entities.
8. As soon as reasonably practicable after May 1, 1995 but no later
than 90 days thereafter, the Trustee hereby agrees to transfer to the Successor
Trustee all of the trust properties held by the Trustee under the Trust
Agreement (and the records relating thereto), and upon such transfer, the
Successor Trustee hereby agrees to acknowledge receipt of said trust
-3-
<PAGE>
properties and hereby agrees to hold and invest said trust properties as part of
the Trust to be held and invested pursuant to the terms and provisions of the
Trust Agreement.
9. In accordance with the provisions of Section 8.1 of the Trust
Agreement, the Trustee hereby agrees to prepare, sign and mail in duplicate to
the Company an account of its acts and transactions as trustee under the Trust
Agreement for the period from the last annual statement to May 1, 1995 not later
than 90 days after May 1, 1995. Such account shall include a statement of the
amount in each of the Investment Funds comprising the Trust Fund under the Trust
and the portion of such Trust Fund under management by any Investment Manager as
of the same date. If the Company finds the account to be correct, the Company
may, within 90 days after its receipt of the account, approve the account in
writing.
10. It is the intention of the parties hereto that the provisions and
covenants of this Agreement shall be binding upon the successors and assigns of
the Company and the Successor Trustee, respectively, and shall inure to the
benefit of the successors and assigns of the Trustee.
IN WITNESS WHEREOF, the Company, the Trustee and the Successor Trustee
have executed this instrument in multiple counterparts, each of which shall have
the force and
-4-
<PAGE>
effect of an original, but all of which shall together constitute but one and
the same instrument, as of the day and year first above written.
HOUSTON INDUSTRIES INCORPORATED
By /s/ D. D. Sykora
---------------------------------------
D. D. Sykora
President and Chief Operating Officer
ATTEST:
/s/ R. S. Scott
- -----------------------------
Assistant Corporate Secretary
TEXAS COMMERCE BANK NATIONAL
ASSOCIATION, TRUSTEE
By /s/ Jane E. Whitte
------------------------------------------
Vice President
ATTEST:
/s/ M. G. Greenwood
- -----------------------------
THE NORTHERN TRUST COMPANY,
SUCCESSOR TRUSTEE
By /s/ Bruce G. Heniken
-------------------------------------------
Vice President
ATTEST:
/s/ John H. St. Laurent
- -----------------------------
Asst. Secretary
-5-
<PAGE>
THE STATE OF TEXAS )
)
COUNTY OF HARRIS )
BEFORE ME, the undersigned authority, on this day personally appeared
D. D. Sykora, President and Chief Operating Officer of HOUSTON INDUSTRIES
INCORPORATED, known to me to be the person and officer whose name is subscribed
to the foregoing instrument, and acknowledged to me that the same was the act of
said HOUSTON INDUSTRIES INCORPORATED, a Texas corporation, and that he executed
the same as the act and deed of such corporation for the purposes and
consideration therein expressed, and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this the 27th day of
April, 1995.
- -------------------------------------- /s/ Bonita Gatlin
BONITA GATLIN ---------------------------------------
[SEAL] Notary Public, State of Texas Notary Public, State of Texas
My Commission Expires 04-27-96
- --------------------------------------
THE STATE OF TEXAS )
)
COUNTY OF HARRIS )
BEFORE ME, the undersigned authority, on this day personally appeared
Jane Witte, Vice President of TEXAS COMMERCE BANK NATIONAL ASSOCIATION, known to
me to be the person and officer whose name is subscribed to the foregoing
instrument, and acknowledged to me that he executed the same as the act of the
said TEXAS COMMERCE BANK NATIONAL ASSOCIATION, a national banking association,
and that he was duly authorized to perform the same and that he executed the
same as the act and deed of such national banking association for the purposes
and consideration therein expressed and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this the 26th day of
April, 1995.
- ------------------------------------
SUSAN CURRY /s/ Susan Curry
[SEAL] Notary Public, State of Texas ----------------------------------
My Commission Expires 8-12-96 Notary Public, State of Texas
- ------------------------------------
-6-
<PAGE>
THE STATE OF ILLINOIS )
)
COUNTY OF COOK )
BEFORE ME, the undersigned authority, on this day personally appeared
Bruce G. Heniken, Vice President of THE NORTHERN TRUST COMPANY, known to me to
be the person and officer whose name is subscribed to the foregoing instrument,
and acknowledged to me that he executed the same as the act of the said THE
NORTHERN TRUST COMPANY, an Illinois corporation, and that he was duly authorized
to perform the same and that he executed the same as the act and deed of such
corporation for the purposes and consideration therein expressed and in the
capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this the 26th day of
April, 1995.
/s/ Vita Rose Lau
--------------------------------
Notary Public, State of Illinois
---------------------------------
OFFICIAL SEAL
VITA ROSE LAU
NOTARY PUBLIC STATE OF ILLINOIS
MY COMMISSION EXP. FEB. 19, 1998
---------------------------------
-7-
<PAGE>
EXHIBIT 14
APPOINTMENT OF SUCCESSOR TRUSTEE UNDER THE SAVINGS PLAN
OF HOUSTON INDUSTRIES INCORPORATED ESOP TRUST AGREEMENT
THIS AGREEMENT made and entered into as of the 1st day of May, 1995, by and
between HOUSTON INDUSTRIES INCORPORATED, a Texas corporation (the "Company"),
STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company having its
principal place of business in Boston, Massachusetts (the "Trustee"), and THE
NORTHERN TRUST COMPANY, an Illinois corporation (the "Successor Trustee");
W I T N E S S E T H:
WHEREAS, by Trust Agreement, dated effective as of October 5, 1990, between
the Company and the Trustee (said Agreement attached hereto as Exhibit A,
incorporated herein by reference for all purposes and hereinafter referred to as
the "Trust Agreement"), the Company established a Trust in order to effectuate
the "employee stock ownership plan" component of the Houston Industries
Incorporated Savings Plan (said plan, as presently in existence, being
hereinafter referred to as the "Plan"), to provide for the investment and
administration of such assets; and
WHEREAS, in accordance with Article VIII of the Trust Agreement, the Board
of Directors of the Company has duly authorized the Company to remove the
Trustee and to appoint the Successor Trustee as successor trustee under the
Trust Agreement, and the Trustee has been so advised; and
WHEREAS, Successor Trustee desires to accept appointment as successor
trustee under the Trust Agreement;
NOW, THEREFORE, the Company, the Trustee and the Successor Trustee hereby
agree as follows:
<PAGE>
1. The Company has provided the Trustee with the 60-day written notice of
its removal as trustee under the Trust Agreement, effective as of May 1, 1995,
as required by Article VIII of the Trust Agreement, and the Trustee hereby
accepts such notice and agrees that said removal shall become effective on said
date.
2. The Company hereby appoints the Successor Trustee to replace the
Trustee as the trustee under the Trust Agreement, effective as of May 1, 1995.
3. Successor Trustee hereby accepts its appointment as successor trustee
under the Trust Agreement and agrees to be bound by the terms of the Trust
Agreement, effective as of May 1, 1995.
4. Successor Trustee hereby agrees to hold such assets as are delivered
to it by the Trustee, and such assets as may be received by it subsequent to May
1, 1995, pursuant to the terms of the Trust Agreement until July 1, 1995, at
which time the Trust Agreement shall be amended and restated as provided in
paragraph 5 hereof.
5. The Company and Successor Trustee hereby agree that the Trust
Agreement shall be amended, effective as of May 1, 1995, in the form attached
hereto as Exhibit A.
6. The Company and Successor Trustee hereby agree to amend, restate,
merge and continue, effective as of July 1, 1995, the Trust Agreement and the
Houston Industries Incorporated Master Savings Trust Agreement, as amended and
restated effective January 1, 1994, in the form of the Houston Industries
Incorporated Savings Trust (said Restated Trust Agreement to be made in the form
agreed upon by the parties thereto), in order to provide for daily valuation of
accounts under the Trust Agreement, to authorize an increase in the number of
investment funds available under the Trust Agreement, and to make certain other
changes therein.
-2-
<PAGE>
7. In consideration of the acceptance by the Successor Trustee of said
successor trusteeship, the Company agrees with the Successor Trustee as follows:
(a) Successor Trustee shall have no duty or responsibility to inquire
into the acts or omissions of the Trustee under the Trust Agreement, the
Company or any of its predecessors, subsidiaries or affiliates, any member
or members of the Benefits Committee designated to administer the Plan or
any Investment Manager appointed under and acting pursuant to the Trust
Agreement, or any agent of the aforementioned entities to the extent that
any such acts or omissions may have occurred, prior to May 1, 1995.
Further, the Successor Trustee shall have fiduciary responsibility,
pursuant to the terms of the Trust Agreement, only with respect to such
assets as are delivered to it by the Trustee, and such assets as may be
received by it subsequent to May 1, 1995 during the period that the
Successor Trustee is acting in such fiduciary capacity.
(b) Successor Trustee shall not be liable or responsible, in any
manner whatsoever, for any action or omitted action in connection with the
administration of the Plan and Trust Agreement prior to May 1, 1995 by the
Trustee, any Investment Manager, any member or members of the Benefits
Committee, the Company or any of its predecessors, subsidiaries or
affiliates, or any agent of the aforementioned entities.
8. As soon as reasonably practicable after May 1, 1995 but no later
than 90 days thereafter, the Trustee hereby agrees to transfer to the Successor
Trustee all of the trust properties held by the Trustee under the Trust
Agreement (and the records relating thereto), and upon such transfer, the
Successor Trustee hereby agrees to acknowledge receipt of said trust
-3-
<PAGE>
properties and hereby agrees to hold and invest said trust properties as part of
the Trust to be held and invested pursuant to the terms and provisions of the
Trust Agreement.
9. In accordance with the provisions of Section 7.2 of the Trust
Agreement, the Trustee hereby agrees to prepare, sign and mail in duplicate to
the Company an account of its acts and transactions as trustee under the Trust
Agreement for the period from the last annual statement to May 1, 1995, not
later than 45 days after May 1, 1995. Such account shall include a statement
showing all property (including its cost and fair market value) held by the
Trustee under the Trust Agreement, and any such other information reasonably
requested by the Company. In accordance with Section 7.3 of the Trust
Agreement, 180 days after the filing of such account with the Company under
Section 7.2, the Trustee shall be forever released and discharged from any
liability or accountability to the Company, with respect to the transactions
shown or reflected on the account, except with respect to any acts or
transactions as to which the Company, within such 180-day period, files written
objections with the Trustee.
10. It is the intention of the parties hereto that the provisions and
covenants of this Agreement shall be binding upon the successors and assigns of
the Company and the Successor Trustee, respectively, and shall inure to the
benefit of the successors and assigns of the Trustee.
IN WITNESS WHEREOF, the Company, the Trustee and the Successor Trustee
have executed this instrument in multiple counterparts, each of which shall have
the force and
-4-
<PAGE>
effect of an original, but all of which shall together constitute but one
and the same instrument, as of the day and year first above written.
HOUSTON INDUSTRIES INCORPORATED
By /s/ D. D. Sykora
----------------------------------------
D. D. Sykora
President and Chief Operating Officer
ATTEST:
/s/ R. S. Scott
- -----------------------------
Assistant Corporate Secretary
STATE STREET BANK AND TRUST
COMPANY, TRUSTEE
By /s/ Theresa Martin
-----------------------------------------
ATTEST:
/s/ Jeannine M. Doyle
- -----------------------------
THE NORTHERN TRUST COMPANY,
SUCCESSOR TRUSTEE
By /s/ Bruce G. Heniken
-----------------------------------------
Vice President
ATTEST:
/s/ John H. St. Laurent
- ---------------------------
Asst. Secretary
-5-
<PAGE>
THE STATE OF TEXAS )
)
COUNTY OF HARRIS )
BEFORE ME, the undersigned authority, on this day personally appeared
D. D. Sykora, President and Chief Operating Officer of HOUSTON INDUSTRIES
INCORPORATED, known to me to be the person and officer whose name is subscribed
to the foregoing instrument, and acknowledged to me that the same was the act of
said HOUSTON INDUSTRIES INCORPORATED, a Texas corporation, and that he executed
the same as the act and deed of such corporation for the purposes and
consideration therein expressed, and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this the 27th day of
April, 1995.
/s/ Bonita Gatlin
----------------------------
Notary Public, State of Texas
THE COMMONWEALTH OF MASSACHUSETTS )
)
COUNTY OF NORFOLK )
BEFORE ME, the undersigned authority, on this day personally appeared
Theresa Martin, Vice President of STATE STREET BANK AND TRUST COMPANY, known to
me to be the person and officer whose name is subscribed to the foregoing
instrument, and acknowledged to me that he executed the same as the act of the
said STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company, and
that he was duly authorized to perform the same and that he executed the same as
the act and deed of such national banking association for the purposes and
consideration therein expressed and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this the 26th day of
April, 1995.
/s/ Ellen B. Campagna
-------------------------------------
Notary Public, State of Massachusetts
Ellen B. Campagna
Notary Public
My Commission Expires May 16, 1997
-6-
<PAGE>
THE STATE OF ILLINOIS )
)
COUNTY OF COOK )
BEFORE ME, the undersigned authority, on this day personally appeared
Bruce G. Heniken, Vice President of THE NORTHERN TRUST COMPANY, known to me to
be the person and officer whose name is subscribed to the foregoing instrument,
and acknowledged to me that he executed the same as the act of the said THE
NORTHERN TRUST COMPANY, an Illinois corporation, and that he was duly authorized
to perform the same and that he executed the same as the act and deed of such
corporation for the purposes and consideration therein expressed and in the
capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this the 26th day of
April, 1995.
/s/ Vita Rose Lau
---------------------------------
Notary Public, State of Illinois
---------------------------------
OFFICIAL SEAL
VITA ROSE LAU
NOTARY PUBLIC STATE OF ILLINOIS
MY COMMISSION EXP. FEB. 19, 1998
---------------------------------
-7-
