UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1994
Commission File Number 1-2297
EASTERN ENTERPRISES
9 Riverside Road, Weston, Massachusetts 02193
(617) 647-2300
Massachusetts 04-1270730
(State of organization) (I.R.S. Employer
Identification No.)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange
on Which Registered
Common Stock, par value $1.00 per share New York Stock Exchange
Common Stock Purchase Rights, no par value Boston Stock Exchange
Pacific Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
The registrant (1) has filed all reports required to be filed by Section 13
or 15(d) of the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the
past 90 days.
Disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not
contained herein, and will not be contained, to the best of registrant's
knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendments to this Form 10-K.
The aggregate market value of the voting stock held by non-affiliates of the
registrant was approximately $539.2 million as of February 27, 1995.
There were 20,250,503 shares of Common Stock, par value $1.00 per share,
outstanding as of February 27, 1995.
Documents Incorporated by Reference
Portions of the annual report to shareholders for the year ended December 31,
1994 are incorporated by reference into Part II of this Report.
Portions of the Registrant's 1995 definitive Proxy Statement for the Annual
Meeting of Shareholders to be held April 27, 1995 are incorporated by
reference into Part III of this Report.
Exhibits to Form 10-K and Financial Statement Schedules have been included
only in copies of the Form 10-K filed with the Securities and Exchange
Commission.
The purpose of this Form 10-K/A filing is to include Exhibit 27
which was omitted from the original filing.
<PAGE>
(3) LIST OF EXHIBITS
3.1 -- Declaration of Trust of Eastern Enterprises, as amended through April
27, 1989 (filed as Exhibit 3.1 to Quarterly Report of Eastern
Enterprises on Form 10-Q for the quarter ended June 30, 1989).*
3.2 -- By-Laws of Eastern Enterprises, as amended through July 23, 1992
(filed as Exhibit 3.1 to Quarterly Report of Eastern on Form 10-Q for
the quarter ended June 30, 1992).*
(NOTE: Eastern agrees to furnish to the Securities and Exchange
Commission upon request a copy of any instrument with respect to
long-term debt of Eastern or any of its subsidiaries. Such instruments
are not filed herewith since no such instrument authorizes securities
in an amount greater than 10% of the total assets of Eastern and its
subsidiaries on a consolidated basis.)
4.1 -- Common Stock Rights Agreement between Eastern and The Bank of New
York, dated as of February 22, 1990, and Exhibits attached thereto
(filed as Exhibits to Form 8-K of Eastern dated March 1, 1990).*
4.1.1 -- Agreement between Eastern and The First National Bank of Boston, dated
January 30, 1995, with respect to Common Stock Rights Agreement.
10.1 -- Gas Transportation Contract between Boston Gas Company and Tennessee
Gas Pipeline Company dated as of September 1, 1993 (filed as Exhibit
10.1 to Annual Report of Boston Gas Company on Form 10-K for the year
ended December 31, 1993 (File no. 2-23416)).*
10.2 -- Gas Transportation Contracts between Boston Gas Company and Texas
Eastern Transmission Corporation dated December 30, 1993 (filed as
Exhibits 10.2 and 10.3 to Annual Report of Boston Gas Company on Form
10-K for the year ended December 31, 1993 (File no. 2-23416)).*
10.3 -- Gas Transportation Contracts between Boston Gas Company and Algonquin
Gas Transmission Company dated December 30, 1993 (filed as Exhibits
10.4 and 10.5 to Annual Report of Boston Gas Company on Form 10-K for
the year ended December 31, 1993 (File no. 2-23416)).*
10.4 -- Gas Sales Contract between Boston Gas Company and Esso Resources
Canada, Limited, dated as of May 1, 1989, as amended, (filed as
Exhibits 10.12 and 10.12.1 to the Annual Report of Boston Gas Company
on Form 10-K for the year ended December 31, 1989 (File no.
2-23416)).*
10.5 -- Gas Sales Agreement between Boston Gas Company and Alberta Northeast
Gas Limited, dated as of February 7, 1991 (filed as Exhibit 10.16 to
the Annual Report of Boston Gas Company on Form 10-K for the year
ended December 31, 1990 (File no. 2-23416)).*
10.6 -- Firm Gas Transportation Agreement between Boston Gas Company and
Iroquois Gas Transmission System, L.P., dated as of February 7, 1991
(filed as Exhibit 10.17 to the Annual Report of Boston Gas Company on
Form 10-K for the year ended December 31, 1990 (File no. 2-23416)).*
10.7 -- Eastern's Deferred Compensation Plan for Trustees, as amended (filed
as Exhibit 10.7 to Annual Report of Eastern on Form 10-K for the year
ended December 31, 1993).*(a)
10.8 -- Eastern's 1982 Stock Option Plan, as amended (filed as Exhibit 10.2 to
Quarterly Report of Eastern on Form 10-Q for the quarter ended March
31, 1992).*(a)
10.9 -- Eastern's 1995 Stock Option Plan. (a)
10.10 -- Eastern's Supplemental Executive Retirement Plan, as amended (filed as
Exhibit 10.1 to Quarterly Report of Eastern on Form 10-Q for the
quarter ended March 31, 1994).*(a)
10.11 -- Trust Agreement between Eastern and Shawmut Bank of Boston, N.A., as
amended (filed as Exhibit 10.12 to the Annual Report of Eastern on
Form 10-K for the year ended December 31, 1990).*(a)
10.12 -- Eastern's Executive Incentive Compensation Plan, as amended (filed as
Exhibit 10.3 to Quarterly Report of Eastern on Form 10-Q for the
quarter ended March 31, 1992).*(a)
10.13 -- Salary Continuation Agreements between Eastern and certain officers
(filed as Exhibit 10.2 to Quarterly Report of Eastern on Form 10-Q for
quarter ended September 30, 1994).*(a)
<PAGE>
10.14 -- Agreement dated November 27, 1991 between Eastern and J. Atwood Ives
(filed as Exhibit 10.14 to the Annual Report of Eastern on Form 10-K
for the year ended December 31, 1991).*(a)
10.15 -- Agreement dated October 25, 1991 between Eastern and Richard R.
Clayton (filed as Exhibit 10.15 to the Annual Report of Eastern on
Form 10-K for the year ended December 31, 1991).*(a)
10.16 -- Agreement dated April 28, 1994 between Eastern and J. Atwood Ives
(filed as Exhibit 10.2 to Quarterly Report of Eastern on Form 10-Q for
the quarter ended March 31, 1994).*(a)
10.17 -- Agreement dated April 28, 1994 between Eastern and Richard R. Clayton
(filed as Exhibit 10.3 to Quarterly Report of Eastern on Form 10-Q for
the quarter ended March 31, 1994).*(a)
10.18 -- Eastern's Headquarters Retirement Plan, as amended and restated (filed
as Exhibit 10.1 to Quarterly Report of Eastern on Form 10-Q for the
quarter ended September 30, 1991).*(a)
10.18.1-- Amendment to Eastern's Headquarters Retirement Plan, dated October
27,1994. (a)
10.19 -- Midland Enterprises Inc. Salaried Retirement Plan, as amended and
restated (filed as Exhibit 10.2 to Quarterly Report of Eastern on Form
10-Q for the quarter ended September 30, 1991).*(a)
10.19.1-- Amendment to Midland Enterprises Inc. Salaried Retirement Plan, dated
November 4, 1994.(a)
10.20 -- Boston Gas Company Retirement Plan, as amended and restated (filed as
Exhibit 10.3 to Quarterly Report of Eastern on Form 10-Q for the
quarter ended September 30, 1991).*(a)
10.20.1-- Amendment to Boston Gas Company Retirement Plan, dated December 5,
1994. (a)
10.21 -- Trust Agreement made as of October 2, 1987 between Eastern and The
Bank of New York, as amended (filed as Exhibit 10.19 to the Annual
Report of Eastern on Form 10-K for the year ended December 31,
1990).*(a)
10.22 -- Eastern's Retirement Plan for Non-Employee Trustees, as amended (filed
as Exhibit 10.22 to Annual Report of Eastern on Form 10-K for the year
ended December 31, 1992).*(a)
10.23 -- Eastern's 1992 Restricted Stock Plan (filed as Exhibit 10.1 to
Quarterly Report of Eastern on Form 10-Q for the quarter ended March
31, 1992).*(a)
10.24 -- Eastern's Restricted Stock Plan for Non-Employee Trustees (filed as
Exhibit 10.24 to Annual Report of Eastern on Form 10-K for the year
ended December 31, 1992).*(a)
10.25 -- Eastern's 1994 Deferred Compensation Plan (filed as Exhibit 10.22 to
Annual Report of Eastern on Form 10-K for year ended December 31,
1993).*(a)
10.26 -- Eastern's Executive Stock Purchase Loan Plan (filed as Exhibit 10.1 to
Quarterly Report of Eastern on Form 10-Q for quarter ended September
30, 1994).*(a)
13.1 -- Portions incorporated herein of annual report to shareholders for the
year ended December 31, 1994. With the exception of the sections
captioned "Cash Dividends Per Share" and "Stock Price Range" appearing
on the inside back cover of the said annual report which are
incorporated by reference in Item 5 of this Form 10-K, said annual
report is not deemed filed as part of this report.
21.1 -- Subsidiaries of the registrant.
27. -- Eastern's Financial Data Schedule.
Eastern will furnish a copy of any exhibit not included herewith to any
holder of Eastern's common stock upon payment of the cost of reproduction and
mailing.
(B) REPORTS ON FORM 8-K
There were no reports on Form 8-K filed in the fourth quarter of 1994.
*Not filed herewith. In accordance with Rule 12b-32 of the General Rules and
Regulations under the Securities and Exchange Act of 1934, reference is made
to the document previously filed with the Commission.
(a) Indicates a management contract or compensatory plan or arrangement.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this amended report to
be signed on its behalf by the undersigned, thereunto duly authorized.
EASTERN ENTERPRISES
Registrant
By /s/ JAMES J. HARPER
JAMES J. HARPER
Vice President and Controller
(Chief Accounting Officer)
Date: March 15, 1995.
<PAGE>
EXHIBIT INDEX
See Item 14(a)(3), "List of Exhibits," for statement of the location of
exhibits incorporated by reference.
Exhibit
3.1 -- Declaration of Trust of Eastern Enterprises, as amended through April
27, 1989 (incorporated by reference).
3.2 -- By-Laws of Eastern Enterprises, as amended through July 23, 1992
(incorporated by reference).
4.1 -- Common Stock Rights Agreement between Eastern and The Bank of New
York, dated as of February 22, 1990, and Exhibits attached thereto
(incorporated by reference).
4.1.1-- Agreement between Eastern and The First National Bank of Boston, dated
January 30, 1995.
10.1 -- Gas Transportation Contract between Boston Gas Company and Tennessee
Gas Pipeline Company dated as of September 1, 1993 (incorporated by
reference).
10.2 -- Gas Transportation Contracts between Boston Gas Company and Texas
Eastern Transmission Corporation dated December 30, 1993 (incorporated
by reference).
10.3 -- Gas Transportation Contracts between Boston Gas Company and Algonquin
Gas Transmission Company dated December 30, 1993 (incorporated by
reference).
10.4 -- Gas Sales Contract between Boston Gas Company and Esso Resources
Canada, Limited, dated as of May 1, 1989, as amended (incorporated by
reference).
10.5 -- Gas Sales Agreement between Boston Gas Company and Alberta Northeast
Gas Limited, dated as of February 7, 1991 (incorporated by reference).
10.6 -- Firm Gas Transportation Agreement between Boston Gas Company and
Iroquois Gas Transmission System, L.P., dated as of February 7, 1991
(incorporated by reference).
10.7 -- Eastern's Deferred Compensation Plan for Trustees, as amended
(incorporated by reference).
10.8 -- Eastern's 1982 Stock Option Plan, as amended (incorporated by
reference).
10.9 -- Eastern's 1995 Stock Option Plan.
10.10 -- Eastern's Supplemental Executive Retirement Plan, as amended
(incorporated by reference).
10.11 -- Trust Agreement between Eastern and Shawmut Bank of Boston N.A., as
amended (incorporated by reference).
10.12 -- Eastern's Executive Incentive Compensation Plan, as amended
(incorporated by reference).
10.13 -- Salary Continuation Agreements between Eastern and certain officers,
as amended (incorporated by reference).
10.14 -- Agreement dated November 27, 1991 between Eastern and J. Atwood Ives
(incorporated by reference).
10.15 -- Agreement dated October 25, 1991 between Eastern and Richard R.
Clayton (incorporated by reference).
10.16 -- Agreement dated April 28, 1994, between Eastern and J. Atwood Ives
(incorporated by reference).
10.17 -- Agreement dated April 28, 1994, between Eastern and Richard R. Clayton
(incorporated by reference).
10.18 -- Eastern's Headquarters Retirement Plan, as amended and restated
(incorporated by reference).
10.18.1-- Amendment to Eastern's Headquarters Retirement Plan dated October 27,
1994.
10.19 -- Midland Enterprises Inc. Salaried Retirement Plan, as amended and
restated (incorporated by reference).
10.19.1-- Amendment to Midland Enterprises Inc. Salaried Retirement Plan, dated
November 4, 1994.
10.20 -- Boston Gas Company Retirement Plan, as amended and restated
(incorporated by reference).
10.20.1-- Amendment to Boston Gas Company Retirement Plan, dated December 5,
1994.
10.21 -- Trust Agreement made as of October 2, 1987 between Eastern and The
Bank of New York, as amended (incorporated by reference).
10.22 -- Eastern's Retirement Plan for Non-Employee Trustees, as amended
(incorporated by reference).
10.23 -- Eastern's 1992 Restricted Stock Plan (incorporated by reference).
10.24 -- Eastern's Restricted Stock Plan for Non-Employee Trustees
(incorporated by reference).
<PAGE>
10.25 -- Eastern's 1994 Deferred Compensation Plan (incorporated by reference).
10.26 -- Eastern's Executive Stock Purchase Loan Plan (incorporated by
reference).
13.1 -- Portions incorporated herein of annual report to shareholders for the
year ended December 31, 1994.
21.1 -- Subsidiaries of the registrant.
27. -- Eastern's Financial Data Schedule.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from
the consolidated statement of earnings and the consolidated balance sheets
and is qualified in its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-START> JAN-01-1994
<PERIOD-END> DEC-31-1994
<EXCHANGE-RATE> 1
<CASH> 51,674
<SECURITIES> 9,180
<RECEIVABLES> 113,184
<ALLOWANCES> 16,091
<INVENTORY> 60,207
<CURRENT-ASSETS> 343,322
<PP&E> 1,293,733
<DEPRECIATION> 518,110
<TOTAL-ASSETS> 1,339,319
<CURRENT-LIABILITIES> 212,437
<BONDS> 365,488
29,229
0
<COMMON> 20,652
<OTHER-SE> 353,482
<TOTAL-LIABILITY-AND-EQUITY> 1,339,319
<SALES> 660,158
<TOTAL-REVENUES> 924,850
<CGS> 511,705
<TOTAL-COSTS> 726,719
<OTHER-EXPENSES> 80,437
<LOSS-PROVISION> 15,865
<INTEREST-EXPENSE> 38,464
<INCOME-PRETAX> 63,365
<INCOME-TAX> 24,458
<INCOME-CONTINUING> 38,907
<DISCONTINUED> 12,212
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 51,119
<EPS-PRIMARY> 2.46
<EPS-DILUTED> 2.46
</TABLE>
