[LIVE]
[NOTIFY] 74313,406
<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________
Form 10-K
(Mark One)
/X/ Annual report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934.
For the fiscal year ended August 31, 1995.
/ / Transition report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934. For the transition period from
________________ to __________________.
Commission File Number 1-8154
ESSEX COUNTY GAS COMPANY
(Exact name of Registrant as specified in its charter)
Massachusetts 04-1427020
(State of organization) (IRS Employer Identification No.)
7 North Hunt Road, Amesbury, Massachusetts 01913
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(508) 388-4000
Securities registered pursuant to Section 12(b) of the Act:
Title of Class Exchange
Common Stock, $2.50 Par Value NASDAQ/NMS
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark whether 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.
Yes / X / No / /
Indicate by check mark if 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 the registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III
of this Form 10-K or any amendment to this Form 10-K. /X/
The aggregate market value of the voting stock held by non-affiliates
on October 31, 1995 based upon the last sales price on that date was
approximately $40,367,000.
DOCUMENTS INCORPORATED BY REFERENCE: Part III hereofincorporates by
reference portions of the definitive Proxy Statement dated
December 5, 1995, for the Annual Meeting of Stockholders to be held
January 16, 1996. Part IV hereofincorporates by reference certain of
the Exhibits to the following documents:
Registration Statement No. 2-74531 on Form S-7, filed October 23, 1981,
Registration Statement No. 33-6597 on Form S-2 filed on June 19, 1986,
Registration Statement No. 33-69736 on Form S-3, filed on September 30,
1993,
Registrant's Annual Report on Form 10-K for fiscal 1988,
Registrant's Annual Report on Form 10-K for fiscal 1992,
Registrant's Annual Report on Form 10-K for fiscal 1993,
Registrant's Quarterly Report on Form 10-Q for the Quarter ended
February 28, 1991,
Registrant's Quarterly Report on Form 10-Q for the Quarter ended
May 31,1992,
Registrant's Quarterly Report on Form 10-Q for the Quarter ended
February 28, 1995 and
Registrant's Quarterly Report on Form 10-Q for the Quarter ended
May 31, 1995.
<PAGE> 2
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the registrant has caused this report
to be signed on its behalf by the undersigned thereunto duly authorized.
ESSEX COUNTY GAS COMPANY
(Registrant)
Date: November , 1995
by
Vice President and Treasurer
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, this report has been signed below by the following persons
in the capacities and on the dates indicated.
Signature Title Date
/s/ Charles E. Billups Chairman of the Board 11/28/95
/s/ Philip H. Reardon President and Chief 11/28/95
Executive Officer
/s/ James H. Hastings Vice President and 11/28/95
Treasurer (Principal
Financial and Accounting
Officer)
/s/ Benjamin C. Bixby Director 11/28/95
/s/ Daniel A. Burkhard Director 11/28/95
/s/ Edward J. Curtis Director 11/28/95
/s/ Dorothy J. Dotson Director 11/28/95
/s/ Richard P. Hamel Director 11/28/95
/s/ Robert S. Jackson Director 11/28/95
/s/ Eric H. Jostrom Director 11/28/95
/s/ Robert L. Meade Director 11/28/95
/s/ Kenneth L. Paul Director 11/28/95
/s/ Richard L. Wellman Director 11/28/95
PART IV
ITEM 14: Exhibits, Financial Statement Schedules and
Reports on Form 8-K
A) Documents filed as part of this report:
1. The Financial Statements of the Company, on pages
20 through 36, and the Report of Arthur Andersen LLP on page 19
herein.
2. Schedules.
None.
3. Exhibits
Exhibit
Number Description
3.1 Restated Articles of Organization of Essex County
Gas Company.3
3.2 Bylaws of Essex County Gas Company.4
4.1 The rights of holders of Redeemable Preferred
Stock, 5.50% Series and the rights of holders of
Common Stock, are defined in the Bylaws and the
Restated Articles of Organization of the Registrant.
See Exhibit 3.1.
4.2 Indenture dated as of June 1, 1986 between the Com-
pany and Centerre Trust Company of St. Louis, Trustee.2
Exhibit
Number Description
4.3 Eleventh Supplemental Indenture dated as of Septem-
ber 15, 1988, providing for a 10 1/4% Series due
2003.1
4.4 Twelfth Supplemental Indenture dated as of
December 1, 1990, providing for a 10.10%
Series due 2020.4
10.1 LNG Storage, Inc., Lease Indenture of Mortgage
and Deed of Trust dated April 10, 1972.1
10.2 Haverhill Familee Investment Corporation - Lease
of Corporate Headquarters dated November 1,
1975.1
10.3 Arlington Trust Company - Purchase Contract,
Credit Agreement, Trust Agreement and Storage
Agreement dated October 1, 1980.1
10.4 Consolidated Gas Supply Corporation - Underground
Storage Contract dated February 18, 1980.1
10.5 Penn-York Energy Corporation - Storage Services
Agreement dated December 21, 1984.1
10.6 Canadian Gas Transportation Contract between
Tennessee Gas Pipeline Company and Essex County
Gas Company dated December 1, 1987.3
10.7 Phase 2 Gas Sales Agreement between Boundary Gas
and Essex County Gas Company dated September 14,
1987.3
10.8 Amendment to the Agreement for the Sale of Gas
between Bay State Gas Company and Essex County Gas
Company dated May 6, 1988.3
10.9 Agreement for the Liquefaction of Gas between Bay
State Gas Company and Essex County Gas Company
dated March 14, 1988.3
10.10 Bond Purchase Agreement dated December 1, 1990, among
Allstate Life Insurance Company of New York, and
Essex County Gas Company.4
10.11 Iroquois Gas Transmission System, L.P. Gas Transpor-
tation Contract for Firm Reserved Service dated
February 7, 1991.3
Exhibit
Number Description
10.12 Alberta Northeast Gas Limited (ANE), Gas Sales
Contract Agreement No. 1 dated February 7,
1991.5
10.13 Aquila Energy Marketing Corporation Gas Sales
Agreement dated June 5, 1992.5
10.14 Natural Gas Clearinghouse Gas Sales Agreement
dated June 8, 1992.5
10.15 Tennessee Gas Pipeline Transportation Contract
dated February 7, 1991.6
10.16 Tennessee Gas Pipeline Company Gas Storage Con-
tract (SS-NE) TGP002099STO dated November 10,
1991.6
10.17 Tennessee Gas Pipeline Company Storage Service
Transportation Contract TF-4175 dated October
28, 1991.6
10.18 The Company has entered into an amended employment
contract with Charles E. Billups, Chairman of the
Board.2*
10.19 Form of employment contract between the Company and
each of the following officers: Wayne I. Brooks,
Vice President; John W. Purdy, Jr., Vice President;
James H. Hastings, Vice President and Treasurer;
Allen R. Neale, Vice President; and Cathy E. Brown,
Clerk. These contracts are identical to those sub-
mitted with the Annual Report for each with the
exception of compensation amounts.2*
10.20 Employment Agreement between the Company and Philip
H. Reardon, President, dated November 19, 1992.7*
10.22 Gas Transportation Agreement between Essex County
Gas Company and Tennessee Gas Pipeline Company (for
use under FT-A Rate Schedule) dated September 1,
1993.8
10.23 Gas Transportation Agreement between Essex County
Gas Company and Tennessee Gas Pipeline Company (for
use under FT-A Rate Schedule) dated August 25,
1993.8
10.24 Gas Transportation Agreement between Essex County
Gas Company and Tennessee Gas Pipeline Company (for
use under Transportation Service "CGT-NE" Rate
Schedule) dated September 1, 1993.8
Exhibit
Number Description
10.25 Gas Transportation Agreement between Essex County
Gas Company and Tennessee Gas Pipeline Company (for
use under FT-A Rate Schedule) dated September 1,
1993.8
10.26 Gas Transportation Agreement between Essex County
Gas Company and Tennessee Gas Pipeline Company (for
use under Rate Schedule FS) dated September 1,
1993.8
10.27 Amendment to Employment Agreement between the
Company and Philip H. Reardon, President, dated
March 3, 1994.*
10.28 Amendment to Employment Agreement between the
Company and John W. Purdy, Jr., Vice President,
dated March 3, 1994.*
10.29 Amendment to Employment Agreement between the
Company and Wayne I. Brooks, Vice President,
dated March 3, 1994.*
10.30 Amendment to Employment Agreement between the
Company and Allen R. Neale, Vice President,
dated March 3, 1994.*
10.31 Amendment to Employment Agreement between the
Company and James H. Hastings, Vice President
and Treasurer, dated March 3, 1994.*
10.32 Amendment to Employment Agreement between the
Company and Cathy E. Brown, Corporate Clerk,
dated March 3, 1994.*
10.33 Essex County Gas Company Supplemental Retirement
Plan for Philip H. Reardon effective January 1, 1994.*
27 Financial Data Schedule
B) Reports on Form 8-K
No reports on Form 8-K have been filed during the
quarter ended August 31, 1995.
*Denotes Management Contract.
1 Previously filed as an exhibit to Registrant's Registration
Statement on Form S-7, filed October 23, 1981, File No. 2-74531 and
is incorporated herein by this reference.
2 Previously filed as an exhibit to Registrant's Registration
Statement on Form S-2, filed June 19, 1986, File No. 33-6597
and is incorporated herein by this reference.
3 Previously filed as an exhibit to Registrant's 10-K filed for
the fiscal year ended August 31, 1988, and is incorporated herein by
this reference.
4 Previously filed as an exhibit to Registrant's 10-Q filed for
the quarter ended February 28, 1991, and is incorporated herein by
this reference.
5 Previously filed as an exhibit to Registrant's 10-Q filed for
the quarter ended May 31, 1992, and is incorporated herein
by this reference.
6 Previously filed as an exhibit to Registrant's 10-K filed for
the fiscal year ended August 31, 1992, and is incorporated herein
by this reference.
7 Previously filed as an exhibit to Registrant's Form S-3, No.
33-69736, filed on September 30, 1993, and is incorporated herein by
this reference.
8 Previously filed as an exhibit to Registrant's Form 10-K filed
for the fiscal year ended August 31, 1993, and is incorporated herein
by this reference.
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