<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934
Date of Report: September 5, 1997
Providence Energy Corporation
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(Exact name of registrant as specified in its charter)
Rhode Island 0-9380 05-0389170
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(State of incorporation (Commission (IRS Employer
or organization) File Number) Identification No.)
100 Weybosset Street, Providence, Rhode Island 02903
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number: (401) 272-5040
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N/A
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(Former name or former address, if changed since last report)
<PAGE>
Item 5. Other events.
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Attached to this report as Exhibit A is a copy of a release issued
September 3, 1997 by the Registrant with respect to the matters referred to
therein and as Exhibit B is a copy of the Settlement Agreement dated August 8,
1997.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
PROVIDENCE ENERGY CORPORATION
By: /s/ Gary S. Gillheeney
-----------------------------------------
Senior Vice President, Chief Financial Officer
and Treasurer, and Assistant Secretary
Date: September 5, 1997
<PAGE>
Exhibit A
Media Contact: Investor Contact:
James Grasso Maryann Pernorio
Vice President of Public Director of Investor Relations
and Government Affairs and Planning
(401) 272-5040 ext. 2340 (401) 272-5040 ext. 2274
FOR IMMEDIATE RELEASE
Public Utility Commission Approves
Regulatory Plan for Providence Gas
PROVIDENCE, RI., SEPTEMBER 3, 1997: The Rhode Island Public Utilities
Commission has approved an innovative regulatory plan for The Providence Gas
Company. The plan, effective October 1, 1997, provides customers with a price
decrease of $28 million, or approximately 5%, coupled with a three-year price
freeze. The plan, part of a Settlement Agreement among the Company, the
Division of Public Utilities and Carriers, The Energy Council of Rhode Island
and the George Wiley Center, also calls for the Company to make significant
capital investments to improve its distribution system. Finally, the plan
includes a commitment by the Company to offer small businesses and residential
customers the opportunity to choose their gas supplier within the next two
years.
"This plan is our comprehensive response to a number of Commission
initiatives, decisions and policies that have been developed and implemented
over the past four to five years.", said James H. Dodge, Chairman, President and
CEO, Providence Gas. "The plan is a trendsetter. It is an integrated solution
that addresses price stability, economic
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P.U.C. Approves Regulatory Plan for Providence Gas/ page 2
development, system reliability and system utilization and social needs at a
time of increasing natural gas competition. The plan will be implemented in
conjunction with an innovative supplier agreement that enables Providence Gas to
provide a price reduction and freeze without incurring associated gas supply
risks. This will enable the Company to focus on customer service and
distribution of natural gas to its customers."
The rate decrease and freeze was provided through savings generated by
ongoing cost control initiatives by Providence Gas and a supplier agreement with
Duke Energy of North Carolina. This agreement enables Providence Gas to take
advantage of opportunities created by a more competitive natural gas industry.
The anticipated savings realized under the plan will fund up to $80 million
in infrastructure commitments by the Company to expand its distribution system
into Quonset Point Davisville Industrial Park in North Kingstown and other
economic expansion areas, such as Warwick, Coventry and Smithfield. In
addition, the Company commits to upgrading its infrastructure by accelerating
replacement of mains and services.
"We are significantly increasing the level of capital spending to maintain,
upgrade and expand our infrastructure over the next three years while providing
lower and stable prices to our customers," said Dodge. "As a result, businesses
will now be able to plan their energy expenditures more accurately; while
homeowners will be able to budget their utility costs over the next three
years."
The plan continues a process of expanding customer choice to our small
business and residential customers. This level of customer choice would extend
beyond the recently approved "Business Choice" program, which provides choice
for the Company's 3,500 medium, large and extra-large customers.
<PAGE>
P.U.C. Approves Regulatory Plan for Providence Gas/ page 3
In addition, the plan also commits Providence Gas to fund annually $1.2
million toward low-income programs. In particular, the Company will fund a $1
million Low Income Assistance Program, which provides financial assistance for
the Company's low-income customers, and a $200,000 Low-Income Weatherization
program. To encourage customers to invest in innovative technologies that
promote energy conservation and spread demand for natural gas more evenly
throughout the year, Providence Gas also committed $500,000 annually to continue
its Demand-Side Management Program.
"The price reduction and stabilization will benefit all customers of
Providence Gas and the state's economy as a whole," said James J. Malachowski,
Chairman of Rhode Island Public Utilities Commission. "These are real
reductions and also a firm guarantee of no price increase for three years."
"The plan reflects leadership on the part of the Commission, Division, and
Providence Gas and all parties to the stipulation by presenting a plan which
provides assurances of both rate stability and service reliability during a
period of regulatory transition and adjustment to new markets structures," said
Thomas F. Ahern, Administrator of the Division of Public Utilities and Carriers.
"I'm delighted the Commission approved the plan which will spur economic
development in Rhode Island while establishing specific protections for
ratepayers."
Providence Gas Company , a subsidiary of Providence Energy Corporation, is
Rhode Island's largest natural gas distribution company, serving more than
160,000 homes and businesses in 25 Rhode Island cities and towns.
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<PAGE>
Exhibit B
STATE OF RHODE ISLAND AND PROVIDENCE PLANTATIONS
PUBLIC UTILITIES COMMISSION
____________________________________
)
Providence Gas Company ) Docket No. 2581
____________________________________)
SETTLEMENT AGREEMENT
The Providence Gas Company ("ProvGas" or the "Company"), the Division of
Public Utilities and Carriers (the "Division"), The Energy Council of Rhode
Island ("TEC-RI") and The George Wiley Center (together, the "Settling Parties")
have reached agreement on a price stabilization plan, and hereby jointly request
the Rhode Island Public Utilities Commission's (the "Commission") approval of
this Settlement Agreement. The Agreement provides for implementation of a price
stabilization plan that includes: (1) an immediate decrease in the Gas Charge
to residential, commercial and industrial sales service customers; (2) a three-
year freeze in the Gas Charge and base rates at those reduced levels; and (3)
the Company's commitment to substantial incremental capital investments and
further unbundling of services.
I. PREAMBLE
A. Introduction
This Price Stabilization Agreement is the result of the Settling Parties'
efforts to address a number of key issues facing the Company and natural gas
consumers, as well as all Rhode Islanders. This Agreement offers customers
assurances of both price stability and service reliability during a period of
regulatory transition and adjustment to new market structures. The Agreement
achieves these objectives while committing the Company to expand the capacity
and to extend the reach of its natural gas distribution system in order to help
promote the state's economic development initiatives which will benefit all
Rhode Islanders.
<PAGE>
Providence Gas Company
Docket No. 2581
Settlement Agreement
Page 2 of 16
The natural gas industry in Rhode Island is in the process of
transitioning to a more competitive industry, offering customers more choices to
meet their energy needs. At the same time, natural gas prices continue to be
the most volatile prices in the commodity markets. While this transition is
occurring, Rhode Island is also experiencing changes and is taking a number of
economic development initiatives for which natural gas will play a major role in
their success. With all this change comes the potential for more volatility and
uncertainty.
In response, the Settling Parties now jointly sponsor the Price
Stabilization Agreement, which calls for an initial price reduction from current
levels, coupled with a three-year price freeze on the total price for firm sales
service customers. In addition, the Settling Parties agree that the Company
will commit to significant incremental capital investments that will: (1)
expand the capacity and extend the reach of the distribution system; and (2)
improve the safety and reliability of the existing distribution system.
Further, the Settling Parties agree to proceeding with increased unbundling and
eligibility. The Settling Parties also recognize and have addressed in this
Agreement the hardship of the Company's low-income customers resulting from
reductions in federal funding for heating assistance. Finally, the Settling
Parties believe that this Agreement is in the interest of customers and
represents a reasonable means of addressing key customer issues over the next
three years.
B. PROCEDURAL HISTORY
On June 9, 1997, the Company petitioned the Commission requesting the
opening of a docket for the development and investigation of a price
stabilization plan. The Company was seeking to establish a forum which would
provide interested parties the
<PAGE>
Providence Gas Company
Docket No. 2581
Settlement Agreement
Page 3 of 16
opportunity to participate in discussions with the Company towards a Settlement
Agreement, which would then be filed with the Commission for review and
approval. At an open meeting on June 10, 1997, the Commission opened Docket No.
2581, and subsequently, petitions for intervention were filed and deemed granted
pursuant to Rule 1.13(e) of the Commission's Rules of Practice and Procedure on
behalf of the following entities: (1) The Energy Council of Rhode Island; and
(2) The George Wiley Center. The Company published notice of the filing on June
17, 1997. The Commission published notice of the public hearing on June 27,
1997.
C. PARTIES' STATEMENT
This Settlement Agreement is based on extensive discovery and
negotiations among the Settling Parties concerning all aspects of the Company's
Filing. The Settling Parties do not necessarily agree on every item of the
Settlement; however, the Settling Parties agree that the outcome of this
Settlement Agreement, as a whole, is just and reasonable and provides direct
benefits to customers and jointly move for its approval by the Commission.
II. TERMS OF SETTLEMENT
A. SCOPE:
The Settlement Agreement covers the provisions of a price stabilization
plan, as described below.
B. TERM:
The Term of the Agreement is three (3) years, commencing on October 1, 1997
and continuing through September 30, 2000. Each year thereof commencing on
October 1 shall be a "Term Year".
C. RATE REDUCTION:
This Agreement calls for modifications to the otherwise applicable Gas
Charge Clause (GCC), which result in a projected net revenue decrease from
current GCC prices
<PAGE>
Providence Gas Company
Docket No. 2581
Settlement Agreement
Page 4 of 16
of approximately $28 million, or a uniform $0.54 per Mcf decrease in the Gas
Charge. The components of the net decrease include a reduction in the Gas Charge
components, which is partially offset by an adjustment to the Throughput cost
components related to substantial capital investments to support key economic
development projects and maintain distribution system safety, reliability and
integrity, as identified below. The projected net decrease of approximately $28
million is based on: (1) the simple average of the closing prices of the NYMEX
futures contracts strip from October 1997 through September 2000 of $2.253 per
MMBtu; and (2) the projected year-end GCC deferred balance of $1.5 million; and
thus, is subject to changes in both such factors. The Settling Parties agree
that the Company shall update the projected net decrease based on market
conditions at the time of the Commission's decision and utilize such projected
net decrease in a compliance filing. To the extent that such NYMEX strip, as
discussed above, decreases, then such price reduction would increase at the rate
of $525,000 per $0.01 decrease in the simple average of the NYMEX futures
contract prices from October 1997 through September 2000. Conversely, to the
extent that such NYMEX strip, as discussed above, increases, then such price
reduction would decrease at the rate of $262,500 per $0.01 increase in the
simple average of the NYMEX futures contract prices from October 1997 through
September 2000. The compliance filing shall include a schedule of Gas Charge
factors in the format shown in Exhibit 1, consistent with the terms of this
Agreement, to be in effect only during the Term of this Agreement. Such
compliance filing shall also include the following addition to Section 2,
Schedule A of the Company's tariff, Item 12, Modifications:
Provisions in this Section are subject to modifications through September
of 2000 as ordered by the Commission in approval of a Settlement Agreement
on the Price Stabilization Plan ("PSP") in Docket No. 2581. Such
modifications include the
<PAGE>
Providence Gas Company
Docket No. 2581
Settlement Agreement
Page 5 of 16
following: (1) The Gas Charges under Item 3 of the Gas Charge Clause shall
be reduced effective October 1, 1997, and frozen at such level until
September 30, 2000 as provided for in the PSP; and (2) the firm throughput
cost component in Item 4.4 of the Gas Charge Clause shall be increased
effective October 1, 1997 and frozen at such level until September 30,
2000.
A bill impact analysis for the average customer in each rate class is provided
in Exhibit 2.
D. RATE FREEZE:
The Settling Parties agree, subject to the terms of this Agreement, that
the Gas Charge factors filed in compliance with a Commission order in this
docket, as well as base rates for firm services, shall be frozen for the Term of
the Agreement, and the otherwise effective GCC shall resume effectiveness with a
deferred gas cost account (as defined in the GCC tariff) of zero (0) upon
termination of the Term of this Agreement. The Settling Parties also agree,
subject to the terms hereof, that the Company shall not seek a base rate or Gas
Charge increase that takes effect prior to the close of the Term. The Company
may, however, file for such increase prior to the close of the Term; provided
that such filing, with full suspension and compliance periods, may not take
effect prior to the close of the Term. The Settling Parties agree to cooperate
in effecting the intended results of this Settlement Agreement, including
cooperation as to any required compliance or tariff filings.
E. INVESTMENT COMMITMENTS:
The Settling Parties agree that the Company commits to specific capital
investments that will promote economic development in Rhode Island and enhance
the safety, reliability and integrity of the distribution system. Such
investments are as follows:
1. ECONOMIC DEVELOPMENT
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Providence Gas Company
Docket No. 2581
Settlement Agreement
Page 6 of 16
a. The Settling Parties agree that the Company shall construct a
high pressure main into and within the Quonset Point - Davisville
Development.
b. The Settling Parties agree that the Company shall construct a
high pressure main south of the Tennessee gate station, providing
additional natural gas service to the southern part of the
Providence distribution system, including: Quonset Point -
Davisville Development; and other areas in Warwick, East
Greenwich and North Kingstown.
2. SYSTEM INTEGRITY
a. The Settling Parties agree that the Company shall accelerate
the replacement of cast iron and bare steel mains and services.
Such replacement shall increase from a rate of approximately 5
miles per year to an average of 10 miles per year. The Company
shall replace no less than 8 miles per year and no less than 30
miles during the Term of the Agreement.
b. The Settling Parties agree that the Company shall review, update
and consolidate substantial portions of its mains and services
records, replacing a basically paper file system having records
dating as far back as 1874. The Company shall review, update and
consolidate on a best efforts basis no less than 12%, 43% and
75%, cumulatively, of its records during FY98, FY99 and FY00,
respectively. The Company would commit to doing the entire
project over a three year period on a best efforts basis. The
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Providence Gas Company
Docket No. 2581
Settlement Agreement
Page 7 of 16
Company agrees to provide the Division with a status report for
this project on a semi-annual basis during the Term.
3. ECONOMIC DEVELOPMENT AND SYSTEM INTEGRITY
a. The Settling Parties agree that the Company shall construct a
gate station and associated main in the Northwest section of the
service territory.
In the event that any of the foregoing commitments are canceled, the Company
would propose a corresponding adjustment to the plan in consultation with the
Settling Parties, and subject to approval by the Commission.
F. IRP COMMITMENTS:
This Settlement Agreement supersedes and cancels the Integrated Resource
Plan (IRP) Settlement Agreement in Docket No. 2025; however, during the Term of
the Settlement Agreement, the Company will continue to provide funding for the
following programs approved by the Commission in Docket No. 2025:
1. The Low Income Assistance Program (LIAP) will be funded at an
increased annual level of $1.0 million.
2. The Demand Side Management (DSM) rebate program will be funded at
an annual level of $0.5 million.
3. The Low Income Weatherization Program will be funded at an annual
level of $0.2 million.
Unused funds for these programs at the end of the first and second Terms
Years shall be added to the funds available for the second and third Term Years,
respectively. Unused funds for the DSM rebate program at the end of the third
Term Year shall be added to the Deferred Revenue Account, described in Section
II. J. 3 below. Unused funds for the Low Income Assistance Program and Low
Income Weatherization Program at the
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Providence Gas Company
Docket No. 2581
Settlement Agreement
Page 8 of 16
end of the third Term Year shall be utilized to assist low income customers in a
manner agreed to by the Settling Parties and subject to approval by the
Commission.
G. UNBUNDLING COMMITMENTS:
The Agreement provides for additional staffing and technology resources as
necessary to implement the unbundled service offerings in connection with its
filing in Docket No. 2552. The Company shall provide unbundled service offerings
to up to 10% per year of firm system throughput for Medium, Large and Extra
Large C&I customers in FY98, as well as residential and small C&I customers in
FY99 or FY00.
H. ACCOUNTING TREATMENTS:
The Company shall during the Term of the Price Stabilization Plan amortize
previously deferred environmental expenditures of $3.1 million. Such amount
represents environmental expenditures accrued through FY96. The Company shall,
during the Term of this Agreement, defer and amortize ongoing environmental and
Year 2000 expenditures on a 5-year amortization schedule. This Agreement
complies with provisions of FAS No. 71, paragraph 5, as amended.
I. QUARTERLY REPORTS:
During the term of this Agreement, the Settling Parties agree that the
Company shall provide quarterly reports to the Commission and Settling Parties.
The quarterly reports shall be based on audited financial statements prepared in
accordance with Generally Accepted Accounting Principles (GAAP), as adjusted to
comply with the Commission's most recent rate order. The quarterly reports will
include: ROE measurement; operating revenues and expenses; capitalization; and
calendar degree days. An example of the quarterly report is attached as
Exhibit 3.
J. FINANCIAL PERFORMANCE:
<PAGE>
Providence Gas Company
Docket No. 2581
Settlement Agreement
Page 9 of 16
The Settling Parties agree that the Company's financial performance under
this Agreement based on audited financial statements prepared in accordance with
Generally Accepted Accounting Principles (GAAP), as adjusted to comply with the
Commission's most recent rate order, will be measured based on average return on
common equity (ROE) at the end of each Term Year, which shall be filed no later
than 60 days following the end of each Term Year; and shall be in accordance
with the following:
1. LIMITATIONS ON COMMON EQUITY
To calculate ROE at the end of each Term Year, the Company's average return
on common equity shall be calculated as the average of the beginning and ending
equity amount; provided that such average of common equity does not exceed $81.0
million in FY98, $86.2 million in FY99, or $92.0 million in FY00.
2. LIMITATIONS ON OPERATIONS AND MAINTENANCE (O&M) EXPENSES
To calculate annual O&M expense limitations for each Term Year, the Company
shall utilize actual non-gas O&M expenses, in accordance with the FERC Form No.
2; provided that such O&M expenses do not exceed an annual threshold based on
eighty-five percent (85%) of the annual Term Year increase in the simple average
of Consumer Price Index (CPI) and Gross Domestic Product - Producer Index (GDP-
PI) compounded from the FY96 base of $46.5 million. The Settling Parties
recognize, however, that unforeseen exogenous events which are beyond the
Company's reasonable control, such as severe colder-than-normal weather,
severely adverse economic conditions, changes in the tax laws or tax rates
(federal, state or local), mandatory changes in generally accepted accounting
principles (GAAP) or current interpretations of GAAP as applied to the Company
(i.e., the continued applicability of FAS 71 to the Company), changes in
definition and/or calculation of CPI and GDP-PI, and regulatory, judicial, or
legislative changes affecting the Company's costs, may cause the Company to
exceed such threshold and that, under such
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Providence Gas Company
Docket No. 2581
Settlement Agreement
Page 10 of 16
circumstances, the Company shall calculate ROE utilizing actual non-gas O&M
expenses. If a dispute arises over whether any event(s) is exogenous within the
meaning of this provision, the burden of proof lies with the Company to
demonstrate that the event was exogenous and had a significant impact on the
Company's O&M expenses. Upon written request by the Division, the Company will
provide the Division with all relevant information in its possession regarding
any such change sought by the Company. Any disputes shall be resolved by the
Commission.
3. DEFERRED REVENUE ACCOUNT ("DRA")
The Company will establish a Deferred Revenue Account during the
Term of the Agreement. Such account shall be used in accordance
with the various provisions of this Agreement and maintained on a
pre-tax basis.
a. LIMITATIONS ON RETURN ON EQUITY.
--------------------------------
Under no circumstances shall the Company's ROE exceed 10.9%, as
calculated hereunder, for any fiscal year during the term of this
Settlement Agreement (each a "Term Year"). Such ROE limitation is
consistent with the ROE allowed in Docket No. 2286, the Company's most
recent rate case proceeding.
b. DRA ALLOCATION FOR FIRST TERM YEAR.
-----------------------------------
At the close of the first Term Year, any earnings for such year in
excess of an ROE of 10.9% shall be credited on a pre-tax basis to the
DRA and for any deficiency in earnings for such year below an ROE of
7.0% shall be debited against the DRA through the deferral of costs.
Further, any variance in the actual GCC deferred balance
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Providence Gas Company
Docket No. 2581
Settlement Agreement
Page 11 of 16
on September 30, 1997 from the projected GCC deferred balance included
in the compliance filing, will be credited to or debited against the
Deferred Revenue Account. Any resulting positive or negative balance
of the DRA shall be carried forward to the second Term Year.
c. DRA ALLOCATIONS FOR SECOND TERM YEAR.
-------------------------------------
At the close of the second Term Year, earnings for such year will be
calculated in the same manner. If earnings for such year are in excess
of an ROE of 10.9%, then such revenue amount shall be credited to the
DRA. If, however, earnings for such second Term Year are less than a
10.9% ROE, then DRA allocations shall be made as follows:
(i) If and only to the extent that a positive DRA balance was
carried forward from the first Term Year, the Company shall
use such balance to the extent necessary to attain an ROE of
10.9% for the second Term Year; and
(ii) If, after the application of the foregoing item (i), the
earnings for such second Term Year are still less than a
7.0% ROE, then the amount of annual earnings deficiency
below 7.0% shall be debited against the DRA through the
deferral of costs.
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Providence Gas Company
Docket No. 2581
Settlement Agreement
Page 12 of 16
Any resulting positive or negative DRA balance shall be carried
forward to the third Term Year.
d. DRA ALLOCATIONS FOR THIRD TERM YEAR.
------------------------------------
At the close of the third Term Year, earnings for such year will be
calculated in the same manner. If earnings for such year are in
excess of a 10.9% ROE, then such excess revenue amount shall be
applied as a credit to the DRA. If, however, earnings for such
third Term Year are less than a 10.9% ROE, then DRA allocations
shall be made as follows;
(i) If and only to the extent that a positive DRA balance was
carried forward from the second Term Year, the Company shall
use such balance to the extent necessary to attain an ROE of
10.9% for the third Term Year; and
(ii) If, after the application of the foregoing item (i), then
earnings for such third Term Year are still less than a 7.0%
ROE, then the amount of annual earnings deficiency below
7.0% shall be debited against the DRA through the deferral
of costs.
Any resulting positive DRA balance at the end of the third Term
Year shall then be refunded to the firm customers, and any
resulting negative DRA balance at the close of the Term shall be
recovered
<PAGE>
Providence Gas Company
Docket No. 2581
Settlement Agreement
Page 13 of 16
by the Company through a surcharge to customers over a
reasonable period. In either case, the method of addressing any
DRA balance at the conclusion of the third Term Year shall be
determined by the Settling Parties and approved by the
Commission.
Exhibit 3 provides an example of the ROE calculation and the quarterly earnings
report which would be used to measure ROE during the Term.
K. EXOGENOUS CHANGES:
Independent of other provisions included in the Agreement, the Company
shall be permitted to account for in the DRA the impact of Exogenous Changes.
1. Exogenous Changes are significant increases or decreases in the
Company's costs or revenues which are beyond the Company's reasonable
control. Exogenous Changes include, for example, severely abnormal -
weather, severe changes in economic conditions, changes in the tax
laws or tax rates (federal, state or local), mandatory changes in
generally accepted accounting principles (GAAP) or current
interpretations of GAAP as applied to the Company (i.e., the continued
applicability of FAS 71 to the Company), changes in definition and/or
calculation of CPI and GDP-PI, and regulatory, judicial, or
legislative changes affecting the Company's costs or revenues. If a
dispute arises over whether a change is exogenous or to the
quantification of such impact, the burden of proof lies with the party
proposing that the change is exogenous. Upon written request by the
Division, the Company will provide the Division with all relevant
<PAGE>
Providence Gas Company
Docket No. 2581
Settlement Agreement
Page 14 of 16
information in its possession regarding any change for which the
Company or the Division seeks exogenous treatment.
2. The Company will notify the Settling Parties as soon as practicable in
advance of such claim for recovery of any Exogenous Changes. The
Company and the Division will agree within 35 days after notice (1)
that the item is exogenous, and (2) any proposed quantification of the
change is reasonable. Any disputes shall be resolved by the
Commission.
3. The impact of any Exogenous Changes will be debited or credited to the
DRA through the Term of the Settlement Agreement, and recovered at its
conclusion as provided in foregoing sections.
III. EFFECT OF SETTLEMENT AGREEMENT
This Agreement is the result of a negotiated settlement among the Settling
Parties. The discussions which have produced this Settlement have been
conducted on the explicit understanding that all offers of settlement and
discussions relating hereto are and shall be privileged, shall be without
prejudice to the position of any party or participant presenting such offer or
participating in any such discussion, and are not to be used in any manner in
connection with these or other proceedings involving any one or more of the
parties to this Settlement or otherwise. The Agreement by a party to the terms
of this Agreement shall not be construed as an agreement as to any matter of
fact or law for any other purpose. In the event that the Commission (i) rejects
this Agreement, (ii) fails to accept this Agreement as filed, or (iii) accepts
this Agreement subject to conditions unacceptable to any party hereto, then this
Agreement shall be deemed withdrawn and shall be null and void in all respects.
In the event that changes in market conditions prior to the Commission decision
result in unacceptable changes to the economic
benefits of this Settlement Agreement to
<PAGE>
Providence Gas Company
Docket No. 2581
Settlement Agreement
Page 15 of 16
any party hereto, then this Agreement shall be deemed withdrawn and shall be
null and void in all respects.
<PAGE>
IN WITNESS WHEREOF, the parties agree that this Agreement is reasonable and
have caused this document to be executed by their respective representatives,
each being fully authorized to do so. Dated at Providence this 8th day of
August, 1997.
Respectfully submitted,
DIVISION OF PUBLIC PROVIDENCE GAS COMPANY
UTILITIES AND CARRIERS By its Attorneys,
By its Attorneys,
/s/ Paul Roberti /s/ Alycia L. Goody
- ---------------------------------- --------------------
Paul Roberti Alycia L. Goody, Esq.
Special Assistant Attorney General General Counsel
150 South Main Street Providence Gas Company
Providence, RI 02903 100 Weybosset Street
Providence, RI 02903
THE ENERGY COUNCIL THE GEORGE WILEY CENTER
OF RHODE ISLAND By its Attorney
By its Executive Director.
/s/ Roger Buck /s/ Hugo Ricci, Jr.
- --------------------------- --------------------
Roger Buck Hugo Ricci, Jr., Esq.
P.O. Box 3235 578 Charles Street
Newport, RI 02840 Providence, RI 02903
