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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 1993
WESTERN ENERGY COMPANY
DEFERRED SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN
THE MONTANA POWER COMPANY
40 EAST BROADWAY
BUTTE, MT 59701
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Item 1. Changes in the Plan
The Western Energy Company Deferred Savings Plan was amended and
restated in 1989 as the Western Energy Company Deferred Savings
and Employee Stock Ownership Plan to reflect the merger of the
Western Energy Company Deferred Savings Plan and that portion of
the Employee Stock Ownership Plan of The Montana Power Company
and Subsidiaries attributable to employees of Western Energy
Company. Prior to August 17, 1992, the IRS was not yet accepting
application for determination letters for the merging of the two
plans. Management intends to apply for a determination letter in
1994 and management's counsel believes that a favorable
determination letter will be issued.
Item 2. Changes in Investment Policy
No changes have been made to the Plan's investment policy in
1993.
Item 3. Contributions to the Leveraged Employee Stock Ownership
Plan Fund
Western Energy Company contributed $379,438 in 1993 to the Plan's
Leveraged ESOP Fund.
Item 4. Participating Employees
There were 210 employees and retirees participating in the
Western Energy Company Deferred Savings and Employee Stock
Ownership Plan at December 31, 1993.
Item 5. Administration of the Plan
The Plan is administered by the seven-member Retirement Plan
Committee (Committee) appointed by, and serving at the pleasure
of, the Board of Directors of Western Energy Company. No
compensation was paid to the members of the Committee by the
Plan. The members of the Committee, each of whose address is
c/o The Montana Power Company, 40 East Broadway, Butte,
Montana 59701, are as follows:
Positions or Offices Held With
The Montana Power Company
and Its Subsidiaries
Charles J. Gilder. . Administrator Vice President - Administration,
Utility Division
Richard F. Cromer. . Member President and Chief Operating
Officer, Continental Energy
Services, Inc.
Robert P. Gannon . . Member President and Chief Operating
Officer, Utility Division
Jerrold P. Pederson. Member Vice President - Chief Financial
Officer
Arthur K. Neill. . . Member Executive Vice President - Utility
Services, Utility Division
James J. Murphy. . . Member President, Entech, Inc.
Ellen M. Senechal. . Member Vice President and Treasurer,
Entech, Inc.
Certain members of the Committee are also directors or officers
of certain subsidiaries of The Montana Power Company.
<PAGE>
Item 6. Custodian of Investments
The Northern Trust Company, Fifty South LaSalle Street, Chicago,
Illinois 60675 is the Trustee of the Plan. Ark Capital
Management Company, Inc., manages one hundred percent of the Bond
Fund and approximately fifty percent of the Stock Fund. INVESCO
Capital Management, Inc., manages approximately fifty percent of
the Stock Fund. The Trustee and the money managers are
responsible for the safekeeping and investment of all
contributions made to the Plan. There is no specific coverage by
any bond furnished by the Trustee or either money manager in
connection with the custody of the security investments or other
assets of the Plan. No fees are paid out of the Plan.
Item 7. Reports to Participating Employees
Summary Annual Reports will be made directly to participating
employees for the fiscal year 1993 with respect to the operations
of the Plan. These Reports present the basic financial
statements and the employees' rights to additional information.
Statements of the status of individual accounts under the Plan
have been sent directly to the employees.
Item 8. Investment of Master Trust Funds
(a) The aggregate dollar amounts of brokerage commissions
paid by the Master Trust were $95,182, $73,951, $56,676
for the years 1993, 1992 and 1991, respectively. None
of these commissions were paid to any broker which is an
affiliated person of the Plan or their investment
advisor, principal underwriters or to an affiliated
person of any such person.
(b) SEI Evaluation Services provided reports on the
performance of the Master Trust investment managers and
received brokerage fees of $75,233 and $121,099 in 1993
and 1992, respectively.
<PAGE>
Note: The following financial statements and schedules are filed
under cover of Form SE.
Item 9. Financial Statements
Western Energy Company
Deferred Savings and
Employee Stock Ownership Plan
Index to Financial Statements
Page
Report of Independent Accountants 4
Plan Financial Statements:
Statements of Net Assets Available for
Benefits at December 31, 1993 and 1992 5 through 6
Statements of Changes in Net Assets
Available for Benefits for the three
years ended December 31, 1993 7 through 9
Notes to Financial Statements 10 through 20
Schedule of Assets Held for Investment at
December 31, 1993 21 through 31
Schedule of Reportable Transactions for
the Year Ended December 31, 1993 32
Retirement Plan Committee Authorization 33
Consent of Independent Accountants 34
Note: All other schedules are omitted because they are not
applicable or the required information is shown in the Plan's
financial statements.
<PAGE>
Pursuant to the requirements of the Securities Exchange Act of
1934, Western Energy Co. Retirement Plan Committee has duly
caused this annual report to be signed by the undersigned
thereunto duly authorized.
WESTERN ENERGY CO. DEFERRED SAVINGS AND
EMPLOYEE STOCK OWNERSHIP PLAN
Date: March 29, 1994 By John S. Miller
John S. Miller
The Montana Power Company Controller
600\92087Z03
