<PAGE>
File No. 30-33
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM U-5-S
ANNUAL REPORT
FOR THE YEAR ENDED DECEMBER 31, 1993
Filed pursuant to the
Public Utility Holding Company Act of 1935 by
LOGO NEW ENGLAND ELECTRIC SYSTEM
25 Research Drive, Westborough, Massachusetts 01582
<PAGE>
<TABLE>
Item 1. SYSTEM COMPANIES AND INVESTMENT THEREIN AS OF DECEMBER 31, 1993 (1)
<CAPTION>
Value Per
Books of
Percent of Issuer and
Number of Voting Power Carrying
Name of Company Common Shares (100% unless Value
(and abbreviation used herein) Owned Specified) to Owner
- ------------------------------ ------------- ------------ ---------
(000's)
<S> <C> <C> <C>
New England Electric System
(Voluntary Association) (NEES) None
Granite State Electric Company
(Granite) 60,400 $ 17,294
Massachusetts Electric
Company (Mass Electric) 2,398,111 382,506
The Narragansett Electric
Company (Narragansett) 1,132,487 183,283
Narragansett Energy Resources
Company (NERC) 25 659
Unsecured Debt - 38,115
New England Electric Resources,
Inc. (NEERI) (2) 1,000 (199)
Unsecured Debt - 265
New England Hydro-Transmission
Electric Company, Inc. (NEHTEC) 2,017,352 53.97 35,452
New England Hydro-Transmission
Corporation (NEHTC) 11,600 53.97 21,381
New England Electric Transmission
Corporation (NEET) 180 4,703
New England Energy
Incorporated (NEEI) (3) 2,500 (20,184)
Unsecured debt - 29,708
New England Power Service Company
(NEPSCO) 3 1,508
New England Power Company (NEP) 6,449,896 98.77 849,789
----------
$1,544,280
==========
New England Hydro Finance Company
(NEHFC) (4) 504 53.97 $ 5
NERC
Ocean State Power (5) - 35.69 $ 22,287
Ocean State Power II (5) - 35.69 $ 17,686
NEP
Connecticut Yankee Atomic
Power Company 52,500 15 $ 14,867
Maine Yankee Atomic
Power Company 100,000 20 $ 13,750
Vermont Yankee Nuclear Power
Corporation 80,002 20 $ 10,547
Yankee Atomic Electric
Company 46,020 30 $ 7,179
New England Wholesale Electric Company (6)*
<FN>
- --------------------
*Inactive.
(1) Attached as Exhibit E.2. hereto is a schedule showing investments during the year
ended December 31, 1993 in the NEES Money Pool, through which certain System
companies lend to or borrow from other System companies (Commission File Nos.
70-7765, 70-8043, and 70-8261).
</TABLE>
<PAGE>
(2) NEERI was established in 1992 as a new, wholly-owned, non-utility
subsidiary of NEES. NEERI provides consulting services domestically
and internationally to non-affiliates. NEERI may provide consulting
services in energy related areas such as energy conservation,
independent power purchases, least-cost planning, electric system
operations, rates and regulation, cost control, and quality
management.
(3) Samedan/NEEI Exploration Company is a partnership engaged in oil and
gas exploration and development. NEEI owns a 50% interest in the
partnership and had invested $701,015,633 in the partnership as of
December 31, 1993.
(4) NEHFC has two shareholders, NEHTEC and NEHTC, which each have a 50%
interest. The tabulation shown above reflects NEES' indirect
ownership in NEHFC.
(5) Both Ocean State Power and Ocean State Power II are general
partnerships; NERC owns a 20% equity interest in each.
(6) Incorporated in 1972; not yet capitalized.
Item 2. ACQUISITION OR SALES OF UTILITY ASSETS
(None to be reported.)
Item 3. ISSUE, SALE, PLEDGE, GUARANTEE OR ASSUMPTION OF SYSTEM SECURITIES
(None to be reported.)
<PAGE>
<TABLE>
Item 4. ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM SECURITIES
<CAPTION> Calendar Year 1993
------------------
Name of Company
Acquiring,
Redeeming Number of Shares
or Retiring or Principal Amount Commission
Securities ------------------------ Authorization
(Issuer unless Redeemed or (Release No.
Name of Issuer otherwise noted) Acquired Retired (1) Consideration or Other)
-------------- ---------------- -------- ------------- ------------- --------------
<S> <C> <C> <C> <C> <C>
GRANITE
Unsecured Note $ 1,400,000 $ 1,400,000 23595 & 24272
MASS. ELECTRIC
Bonds $117,000,000 $117,000,000 (A)
Preferred Stock $ 35,000,000 $ 35,000,000 25733
NEHFC
Secured Notes $ 11,520,000 $ 11,520,000 25304
NEEI
Sub. Promissory Note NEES $ 235,065 $ 235,065 (B)
Sub. Promissory Note $ 26,025,000 $ 26,025,000 (B)
NEET
Common Stock 15 shares $ 388,181 24162
Secured Note $ 4,032,000 $ 4,032,000 24162
NARRAGANSETT
Bonds $ 14,900,000 $ 14,900,000 (A)
Preferred Stock $ 10,000,000 $ 10,000,000 25732
NEP
Bonds $224,000,000 $224,000,000 (A)
Preferred Stock $ 25,000,000 $ 25,000,000 25854
NEERI
Sub. Promissory Note NEES $ 265,000 $ 265,000 25621
<FN>
- --------------------
(1) Securities were extinguished.
(A) Rule 42(b)(2) and 42(b)(4).
(B) SEC Release No 24847 and Rule 45(b)(3).
</TABLE>
<PAGE>
<TABLE>
Item 5. INVESTMENTS IN SECURITIES OF NONSYSTEM COMPANIES
As of December 31, 1993.
<CAPTION> Number of
Shares or General
Principal Percent Nature Carrying
Amount Voting of Issuer's Value
Name of Owner Name of Issuer Security Owned Owned Power Business to Owner
- ------------- -------------- -------------- --------- ------- ----------- -----------
(in thous.)
<S> <C> <C> <C> <C> <C> <C>
NEES UNITIL Corporation Capital Stock 34,400 shs. 0.8 Public $303
no par value Utility
Three Two business Stocks $ 74
Subsidiaries development
(A) corporations
<FN>
- --------------------
(A) Mass. Electric, Narragansett, and NEP.
</TABLE>
<PAGE>
<TABLE>
Item 6. OFFICERS AND DIRECTORS
Part I. As of December 31, 1993.
(Note A)
<CAPTION> Mass
NEES Granite Elec NARRA NEEI NEERI NEET NEP NEPSCO NEHTC NEHTEC NERC NEHFC
---- ------- ---- ----- ---- ----- ---- --- ------ ----- ------ ---- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Andrew H. Aitken VP s
- ---------------------------------------------------------------------------------------------------------------------------------
John Amoroso
245 S. Main Street, Hopedale, MA VP s
- ---------------------------------------------------------------------------------------------------------------------------------
Lawrence E. Bailey VP s
- ---------------------------------------------------------------------------------------------------------------------------------
Thomas J. Bascetta
RR 2, Box 44, Plainfield Rd.,
W. Lebanon, NH D f
- ---------------------------------------------------------------------------------------------------------------------------------
Urville J. Beaumont
8 Samoset Dr., Salem, NH D f
- ---------------------------------------------------------------------------------------------------------------------------------
Francis X. Beirne
280 Melrose St.,
Providence, RI VP s
- ---------------------------------------------------------------------------------------------------------------------------------
Aurolyn R. Boda VP s
- ---------------------------------------------------------------------------------------------------------------------------------
Joan T. Bok D Ch D D D VCh D D D VCh D VCh s D D D D
- ---------------------------------------------------------------------------------------------------------------------------------
Marilyn R. Campbell
79 Brady Avenue, Salem, NH D f
- ---------------------------------------------------------------------------------------------------------------------------------
Stephen A. Cardi
400 Lincoln Ave., Warwick, RI D f
- ---------------------------------------------------------------------------------------------------------------------------------
John G. Cochrane T T T VP s T T T T
- ---------------------------------------------------------------------------------------------------------------------------------
Eric P. Cody VP s
- ---------------------------------------------------------------------------------------------------------------------------------
Sally L. Collins
23 Ridgewood Terrace,
Northampton, MA D f
- ---------------------------------------------------------------------------------------------------------------------------------
Dan C. Delurey
601 Pennsylvania Ave., N.W.,
Suite 620-N, Washington, DC VP s
- ---------------------------------------------------------------------------------------------------------------------------------
<PAGE>
Item 6. OFFICERS AND DIRECTORS
Part I. As of December 31, 1993 (continued).
(Note A)
Mass
NEES Granite Elec NARRA NEEI NEERI NEET NEP NEPSCO NEHTC NEHTEC NERC NEHFC
---- ------- ---- ----- ---- ----- ---- --- ------ ----- ------ ---- -----
John H. Dickson D P s
- ---------------------------------------------------------------------------------------------------------------------------------
Jeffrey A. Donahue VP VP s VP VP
- ---------------------------------------------------------------------------------------------------------------------------------
Richard W. Frost
280 Melrose Street,
Providence, RI VP s
- ---------------------------------------------------------------------------------------------------------------------------------
Frances H. Gammell
200 Providence Street,
W. Warwick, RI D f
- ---------------------------------------------------------------------------------------------------------------------------------
Ronald T. Gerwatowski
280 Melrose Street,
Providence, RI S s
- ---------------------------------------------------------------------------------------------------------------------------------
Don F. Goodwin VP s
- ---------------------------------------------------------------------------------------------------------------------------------
Frederic E. Greenman Sr-VP S D D D D VP D VP s D D D D
- ---------------------------------------------------------------------------------------------------------------------------------
Gregory A. Hale
548 Haydenville Road,
Northampton, MA VP s
- ---------------------------------------------------------------------------------------------------------------------------------
George W. Harris
Ledge Road, Pelham, NH D f
- ---------------------------------------------------------------------------------------------------------------------------------
Nicholas D. N. Harvey, Jr.
41 S. Park Street, Hanover, NH D f
- ---------------------------------------------------------------------------------------------------------------------------------
David L. Holt E-VP s
- ---------------------------------------------------------------------------------------------------------------------------------
Charles B. Housen
120 E. Main Street
Erving, MA D f
- ---------------------------------------------------------------------------------------------------------------------------------
Alfred D. Houston E-VP VP T D P D D VP D P s D D D D
- ---------------------------------------------------------------------------------------------------------------------------------
<PAGE>
Item 6. OFFICERS AND DIRECTORS
Part I. As of December 31, 1993 (continued).
(Note A)
Mass
NEES Granite Elec NARRA NEEI NEERI NEET NEP NEPSCO NEHTC NEHTEC NERC NEHFC
---- ------- ---- ----- ---- ----- ---- --- ------ ----- ------ ---- -----
Michael E. Jesanis T T T T s
- ---------------------------------------------------------------------------------------------------------------------------------
Paul L. Joskow
7 Chilton Street, Brookline, MA D f
- ---------------------------------------------------------------------------------------------------------------------------------
David C. Kennedy VP s
- ---------------------------------------------------------------------------------------------------------------------------------
Joseph J. Kirby
23 Broad Street, Westerly, RI D f
- ---------------------------------------------------------------------------------------------------------------------------------
John M. Kucharski
45 William Street, Wellesley, MA D f
- ---------------------------------------------------------------------------------------------------------------------------------
Edward H. Ladd
125 Claybrook Rd., Dover, MA D f
- ---------------------------------------------------------------------------------------------------------------------------------
Cheryl A. LaFleur VP s
- ---------------------------------------------------------------------------------------------------------------------------------
John L. Levett D P s
- ---------------------------------------------------------------------------------------------------------------------------------
James V. Mahoney
280 Melrose St.,
Providence, RI VP s
- ---------------------------------------------------------------------------------------------------------------------------------
John F. Malley VP s
- ---------------------------------------------------------------------------------------------------------------------------------
Paul R. Marshall
1101 Turnpike St.,
No. Andover, MA S s S S
- ---------------------------------------------------------------------------------------------------------------------------------
Robert L. McCabe
280 Melrose Street,
Providence, RI D P s
- ---------------------------------------------------------------------------------------------------------------------------------
Kathryn A. McCarthy
1580 Massachusetts Avenue,
Apt. 5D, Cambridge, MA D f
- ---------------------------------------------------------------------------------------------------------------------------------
<PAGE>
Item 6. OFFICERS AND DIRECTORS
Part I. As of December 31, 1993 (continued).
(Note A)
Mass
NEES Granite Elec NARRA NEEI NEERI NEET NEP NEPSCO NEHTC NEHTEC NERC NEHFC
---- ------- ---- ----- ---- ----- ---- --- ------ ----- ------ ---- -----
Joshua A. McClure
P.O. Box 1119, Westerly, RI D f
- ---------------------------------------------------------------------------------------------------------------------------------
Howard W. McDowell D T Co Co Co Co Co s Co Co Co Co
- ---------------------------------------------------------------------------------------------------------------------------------
Malcolm McLane
One Eagle Sq., Concord, NH D f
- ---------------------------------------------------------------------------------------------------------------------------------
Robert H. McLaren VP s
- ---------------------------------------------------------------------------------------------------------------------------------
Felix A. Mirando, Jr.
240 N. County Rd.,
Palm Beach, FL D f
- ---------------------------------------------------------------------------------------------------------------------------------
Howard R. Mortenson
P.O. Box 885 Charlestown, NH D f
- ---------------------------------------------------------------------------------------------------------------------------------
Charles H. Moser VP s
- ---------------------------------------------------------------------------------------------------------------------------------
John W. Newsham VP D E-VP D D s P D
- ---------------------------------------------------------------------------------------------------------------------------------
Chester O. Paradise VP s
- ---------------------------------------------------------------------------------------------------------------------------------
Lydia M. Pastuszek
1101 Turnpike St.,
No. Andover, MA P D s VP
- ---------------------------------------------------------------------------------------------------------------------------------
Anthony C. Pini VP s
- ---------------------------------------------------------------------------------------------------------------------------------
Kirk L. Ramsauer C s C C
- ---------------------------------------------------------------------------------------------------------------------------------
John F. Reilly
1 Merrimack Plaza, Lowell, MA D f
- ---------------------------------------------------------------------------------------------------------------------------------
Lawrence J. Reilly VP s
- ---------------------------------------------------------------------------------------------------------------------------------
John W. Rowe P D D D Ch D D D Ch D Ch D s D D D D
- ---------------------------------------------------------------------------------------------------------------------------------
<PAGE>
Item 6. OFFICERS AND DIRECTORS
Part I. As of December 31, 1993 (continued).
(Note A)
Mass
NEES Granite Elec NARRA NEEI NEERI NEET NEP NEPSCO NEHTC NEHTEC NERC NEHFC
---- ------- ---- ----- ---- ----- ---- --- ------ ----- ------ ---- -----
George M. Sage
P.O. Box 9527, Providence, RI D f
- ---------------------------------------------------------------------------------------------------------------------------------
Nancy H. Sala
939 Southbridge St.,
Worcester, MA VP s
- ---------------------------------------------------------------------------------------------------------------------------------
Richard P. Sergel VP Ch D Ch D Ch D D D s
- ---------------------------------------------------------------------------------------------------------------------------------
Richard M. Shribman
101 Washington Street,
Salem, MA D f
- ---------------------------------------------------------------------------------------------------------------------------------
Dennis E. Snay
170 Medford St., Malden, MA VP s
- ---------------------------------------------------------------------------------------------------------------------------------
Charles E. Soule
18 Chestnut Street,
Worcester, MA D f
- ---------------------------------------------------------------------------------------------------------------------------------
Jeffrey D. Tranen VP VP D D P D P D D s P D P D D P D
- ---------------------------------------------------------------------------------------------------------------------------------
William E. Trueheart
Box 49, Bryant College,
Smithfield, RI D f
- ---------------------------------------------------------------------------------------------------------------------------------
Arnold H. Turner VP VP s VP VP VP
- ---------------------------------------------------------------------------------------------------------------------------------
Jeffrey W. VanSant VP VP s
- ---------------------------------------------------------------------------------------------------------------------------------
William Watkins, Jr.
280 Melrose Street,
Providence, RI E-VP s
- ---------------------------------------------------------------------------------------------------------------------------------
Roslyn M. Watson
25 Braddock Park, Boston, MA D f
- ---------------------------------------------------------------------------------------------------------------------------------
<PAGE>
Item 6. OFFICERS AND DIRECTORS
Part I. As of December 31, 1993 (continued).
(Note A)
Mass
NEES Granite Elec NARRA NEEI NEERI NEET NEP NEPSCO NEHTC NEHTEC NERC NEHFC
---- ------- ---- ----- ---- ----- ---- --- ------ ----- ------ ---- -----
Anne Wexler
1317 F Street, N.W.,
Washington, DC D f
- ---------------------------------------------------------------------------------------------------------------------------------
John A. Wilson, Jr.
49 Madison Ave.,
No. Kingston, RI D f
- ---------------------------------------------------------------------------------------------------------------------------------
James Q. Wilson
32910 Camino de Buena Ventura,
Malibu, CA D f
- ---------------------------------------------------------------------------------------------------------------------------------
James R. Winoker
P.O. Box 9006, Providence, RI D f
- ---------------------------------------------------------------------------------------------------------------------------------
Robert King Wulff C C S C s S
- ---------------------------------------------------------------------------------------------------------------------------------
Geraldine M. Zipser C s
- ---------------------------------------------------------------------------------------------------------------------------------
Key: Ch-Chairman; VCh-Vice Chairman; D-Director; P-President; E-VP-Executive Vice President; Sr-VP-Senior Vice President;
VP-F-Vice President--Finance; VP-Vice President; T-Treasurer; Co-Controller; C-Clerk; S-Secretary; s-Salary; f-Fee.
<FN>
Note A: Address is 25 Research Drive, Westborough, Massachusetts 01582 unless otherwise indicated.
</TABLE>
<PAGE>
Item 6. OFFICERS AND DIRECTORS
Part II. Financial Connections as of December 31, 1993.
Position
Name and Held in
Name of Location of Financial Applicable
Officer or Financial Institution Exemption
Director Institution (a) Rule
---------- ----------- ----------- ----------
Thomas J. Bascetta Landmark Bank, D d
Lebanon, NH
George W. Harris Pelham Bank & Trust Co., D d
Pelham, NH
Joseph J. Kirby The Washington Trust Co., P, D d
Westerly, RI
The Washington Trust Bancorp,
Inc., Westerly, RI P d
John M. Kucharski State Street Boston Corp., D b
Boston, MA
Robert L. McCabe Citizen Savings Bank, D d,g
Providence, RI
Felix A. Mirando, Jr. Fleet National Bank, D b
Providence, RI
John W. Rowe First National Bank of Boston, D b,d,e,f,g
Boston, MA
Bank of Boston Corporation, D b,d,e,f,g
Boston, MA
Richard M. Shribman Eastern Bank Corporation, T, D d
Lynn, MA
Eastern Bank, D d
Lynn, MA
William E. Trueheart Fleet National Bank, D d
Providence, RI
William Watkins, Jr. Rhode Island Hospital Trust D g
National Bank,
Providence, RI
- --------------------
a - D-Director; P-President; T-Trustee
b - Rule 70(a)
c - Rule 70(b)
d - Rule 70(c)
e - Rule 70(d)
f - Rule 70(e)
g - Rule 70(f)
<PAGE>
Item 6. OFFICERS AND DIRECTORS
Part III.
Disclosures made in proxy statements and annual reports on Form 10-K,
filed in 1994, follow:
NEES Summary Compensation Table
-------------------------------
Long-Term
Compen-
Annual Compensation (b) sation
------------------------ ---------
Other
Name and Annual Restricted
Principal Compensa- Share All Other
Position Year Salary Bonus tion Awards Compensa-
(a) ($) ($)(c) ($)(d) ($)(e) tion($)(f)
- --------- ---- ------- ------ --------- ---------- ---------
John W. Rowe 1993 433,908 268,323 5,548 129,873 5,711 (g)
President 1992 433,908 162,728 5,451 132,804 5,503
and 1991 384,306 162,207 5,248 140,094 5,164
Chief Execu-
tive Officer
Joan T. Bok 1993 358,656 215,818 7,715 107,376 7,996 (h)
Chairman 1992 358,656 134,885 6,593 109,785 7,565
1991 332,106 141,066 6,701 121,084 7,726
Alfred D. 1993 212,904 152,939 3,522 44,465 5,082 (i)
Houston 1992 212,904 82,816 3,494 44,607 5,029
Executive 1991 184,536 60,736 3,486 33,144 4,389
Vice
President
Frederic E. 1993 212,904 129,239 3,670 39,276 5,355 (j)
Greenman 1992 203,112 76,624 3,599 41,103 5,028
Senior Vice 1991 175,752 61,473 3,531 33,734 4,414
President
and Secre-
tary
Jeffrey D. 1993 175,330 122,896 3,260 35,906 3,906 (k)
Tranen 1992 157,890 68,316 2,684 31,007 3,818
Vice 1991 134,550 57,536 2,324 21,750 3,457
President
- --------------------
(a) Officers of NEES also hold various positions with subsidiary companies.
Compensation for these positions is included in this table.
(b) Includes deferred compensation in category and year earned.
(c) The bonus figure represents the cash bonuses under an incentive
compensation plan, special bonuses, the goals program award, and the
variable portion of the incentive thrift plan match by NEES. See
description under Plan Summaries.
<PAGE>
(d) Includes amounts reimbursed by NEES for the payment of taxes.
(e) These shares receive the same dividends as the other common shares of
NEES. The shares become unrestricted after five years. See also
Payments Upon a Change in Control, below. As of December 31, 1993, the
following executive officers held the amount of restricted shares with
the value indicated: Mr. Rowe 11,807 shares, $461,949 value; Mrs. Bok
10,241 shares, $400,679 value; Mr. Houston 3,251 shares, $127,195 value;
Mr. Greenman 3,220 shares, $125,983 value; and Mr. Tranen 2,173 shares,
$85,019 value. The value was calculated by multiplying the closing
market price on December 31, 1993 by the number of shares.
(f) Includes NEES contributions to life insurance and the incentive thrift
plan that are not bonus contributions. See description under Plan
Summaries. The life insurance contribution is calculated based on the
value of term life insurance for the named individuals. The premium
costs for most of these policies have been or will be recovered by NEES.
(g) For Mr. Rowe, the type and amount of compensation in 1993 is as follows:
$4,497 for contributions to the thrift plan and $1,214 for life
insurance.
(h) For Mrs. Bok, the type and amount of compensation in 1993 is as follows:
$4,497 for contributions to the thrift plan and $3,499 for life
insurance.
(i) For Mr. Houston, the type and amount of compensation in 1993 is as
follows: $4,258 for contributions to the thrift plan and $824 for life
insurance.
(j) For Mr. Greenman, the type and amount of compensation in 1993 is as
follows: $4,258 for contributions to the thrift plan and $1,097 for life
insurance.
(k) For Mr. Tranen, the type and amount of compensation in 1993 is as
follows: $3,506 for contributions to the thrift plan and $400 for life
insurance.
<PAGE>
Mass. Electric Summary Compensation Table
-----------------------------------------
Long-Term
Compensa-
Annual Compensation (b) tion
-------------------------- ---------
Other
Name and Annual Restricted All Other
Principal Compensa- Share Compensa-
Position Year Salary Bonus tion Awards tion
(a) ($) ($)(c) ($)(d) ($)(e) ($)(f)
- ---------- ---- ------- ------ --------- ---------- ---------
Richard P. 1993 93,628 71,187 1,657 20,713 2,036(h)
Sergel (g)
Chairman
John H. 1993 156,900 116,399 3,005 28,103 3,623(i)
Dickson 1992 150,469 61,561 3,087 27,801 3,442
President 1991 141,720 51,451 2,389 23,606 3,255
and CEO
Nancy H. 1993 102,860 43,386 103 13,370 2,378(j)
Sala (g) 1992 96,785 20,508 103 8,326 1,936
Vice
President
Dennis E. 1993 105,768 29,175 101 11,173 3,025(k)
Snay 1992 101,208 28,448 103 12,207 2,024
Vice 1991 94,862 23,320 103 10,001 1,897
President
Cheryl A. 1993 71,488 43,373 68 13,206 1,575(l)
LaFleur (g)
Vice
President
- --------------------
(a) Certain officers of Mass. Electric are also officers of NEES and various
other System companies.
(b) Includes deferred compensation in category and year earned.
(c) The bonus figure represents cash bonuses under an incentive compensation
plan, special bonuses, the goals program award, and the variable portion
of the incentive thrift plan match by Mass. Electric. See description
under Plan Summaries.
(d) Includes amounts reimbursed by Mass. Electric for the payment of taxes.
(e) These shares receive the same dividends as the other common shares of
NEES. The shares become unrestricted after five years. See also
Payments Upon a Change in Control, below. As of December 31, 1993, the
following executive officers held the amount of restricted shares with
the value indicated: Mr. Sergel 2,022 shares, $79,110 value; Mr. Dickson
2,190 shares, $85,683 value; Ms. Sala 360 shares, $14,085 value; Mr. Snay
859 shares, $33,608 value; and Ms. LaFleur 824 shares, $32,239 value.
These amounts do not include the restricted share awards for 1993 which
<PAGE>
were not determined until February 1994. The value was calculated by
multiplying the closing market price on December 31, 1993 by the number
of shares.
(f) Includes Mass. Electric contributions to life insurance and the incentive
thrift plan that are not bonus contributions. See description under Plan
Summaries. The life insurance contribution is calculated based on the
value of term life insurance for the named individuals. The premium
costs for most of these policies have been or will be recovered by Mass.
Electric.
(g) Mr. Sergel and Ms. LaFleur were elected as officers of Mass. Electric in
1993, and Ms. Sala was elected in 1992. Compensation data is provided
for the years in which they have served as officers.
(h) For Mr. Sergel, the type and amount of compensation in 1993 is as
follows: $1,873 for contributions to the thrift plan and $163 for life
insurance.
(i) For Mr. Dickson, the type and amount of compensation in 1993 is as
follows: $3,138 for contributions to the thrift plan and $485 for life
insurance.
(j) For Ms. Sala, the type and amount of compensation in 1993 is as follows:
$2,057 for contributions to the thrift plan and $321 for life insurance.
(k) For Mr. Snay, the type and amount of compensation in 1993 is as follows:
$2,115 for contributions to the thrift plan and $910 for life insurance.
(l) For Ms. LaFleur, the type and amount of compensation in 1993 is as
follows: $1,430 for contributions to the thrift plan and $145 for life
insurance.
<PAGE>
Narragansett Summary Compensation Table
---------------------------------------
Long-Term
Compensa-
Annual Compensation (b) tion
-------------------------- ---------
Other
Name and Annual Restricted All Other
Principal Compensa- Share Compensa-
Position Year Salary Bonus tion Awards tion
(a) ($) ($)(c) ($)(d) ($)(e) ($)(f)
- ---------- ---- ------- ------ --------- ---------- ---------
Richard P. 1993 48,207 36,653 854 10,665 1,048(h)
Sergel (g)
Chairman
Robert L. 1993 139,632 98,654 2,408 22,617 3,771(i)
McCabe 1992 134,536 54,109 2,041 25,076 2,603
President 1991 128,863 40,428 1,306 18,024 2,388
and CEO
William 1993 118,501 39,403 101 13,370 5,847(j)
Watkins, 1992 65,586 17,315 66 7,350 1,312
Jr. (g)
Executive
Vice
President
Richard W. 1993 96,408 28,667 103 11,211 2,628(k)
Frost (g)
Vice
President
Francis X. 1993 87,300 10,580 113 2,462 1,859(l)
Beirne (g)
Vice
President
- --------------------
(a) Certain officers of Narragansett are also officers of NEES and various
other System companies.
(b) Includes deferred compensation in category and year earned.
(c) The bonus figure represents cash bonuses under an incentive compensation
plan, special bonuses, the goals program award, and the variable portion
of the incentive thrift plan match by Narragansett. See description
under Plan Summaries.
(d) Includes amounts reimbursed by Narragansett for the payment of taxes.
(e) These shares receive the same dividends as the other common shares of
NEES. The shares become unrestricted after five years. See also
Payments Upon a Change in Control, below. As of December 31, 1993, the
following executive officers held the amount of restricted shares with
the value indicated: Mr. Sergel 2,022 shares, $79,110 value; Mr. McCabe
2,082 shares, $81,458 value; Mr. Watkins 954 shares, $37,325 value;
Mr. Frost 942 shares, $36,855 value; and Mr. Beirne 206 shares, $8,059
<PAGE>
value. These amounts do not include the restricted share awards for 1993
which were not determined until February 1994. The value was calculated
by multiplying the closing market price on December 31, 1993 by the
number of shares.
(f) Includes Narragansett contributions to life insurance and the incentive
thrift plan that are not bonus contributions. See description under Plan
Summaries. The life insurance contribution is calculated based on the
value of term life insurance for the named individuals. The premium
costs for most of these policies have been or will be recovered by
Narragansett.
(g) Messrs. Sergel, Frost, and Beirne were elected as officers of
Narragansett in 1993, and Mr. Watkins was elected in 1992. Compensation
data is provided for the years in which they have served as officers.
(h) For Mr. Sergel, the type and amount of compensation in 1993 is as
follows: $964 for contributions to the thrift plan and $84 for life
insurance.
(i) For Mr. McCabe, the type and amount of compensation in 1993 is as
follows: $2,682 for contributions to the thrift plan and $1,089 for life
insurance.
(j) For Mr. Watkins, the type and amount of compensation in 1993 is as
follows: $2,370 for contributions to the thrift plan and $3,477 for life
insurance.
(k) For Mr. Frost, the type and amount of compensation in 1993 is as follows:
$1,928 for contributions to the thrift plan and $700 for life insurance.
(l) For Mr. Beirne, the type and amount of compensation in 1993 is as
follows: $1,746 for contributions to the thrift plan and $113 for life
insurance.
<PAGE>
NEP Summary Compensation Table
------------------------------
Long-Term
Compensa-
Annual Compensation (b) tion
------------------------- ---------
Other
Name and Annual Restricted All Other
Principal Compensa- Share Compensa-
Position Year Salary Bonus tion Awards tion
(a) ($) ($)(c) ($)(d) ($)(e) ($)(f)
- --------- ---- ------- ------ --------- ---------- ---------
John W. 1993 181,269 112,095 2,318 54,256 2,386(g)
Rowe 1992 184,532 69,205 2,318 56,479 2,340
Chairman 1991 160,202 67,618 2,188 58,394 2,153
Joan T. 1993 154,428 92,949 3,323 46,245 3,444(h)
Bok 1992 157,705 59,310 2,899 48,274 3,326
Vice 1991 155,392 66,005 3,135 56,641 3,615
Chairman
Jeffrey D. 1993 159,936 112,105 2,974 32,753 3,563(i)
Tranen 1992 120,843 52,286 2,307 23,732 2,670
President 1991 129,725 45,832 2,240 20,970 2,595
Frederic E. 1993 123,648 75,058 2,131 22,811 3,110(j)
Greenman 1992 133,223 50,258 2,361 26,960 3,298
Vice 1991 125,237 43,804 2,516 24,028 3,145
President
Lawrence E. 1993 135,123 61,283 101 21,286 3,790(k)
Bailey 1992 129,711 47,737 101 20,985 2,594
Vice 1991 122,928 32,588 102 14,474 2,459
President
- --------------------
(a) Certain officers of NEP are also officers of NEES and various other
System companies.
(b) Includes deferred compensation in category and year earned.
(c) The bonus figure represents cash bonuses under an incentive compensation
plan, the goals program, special bonuses, the goals program award, and
the variable portion of the incentive thrift plan match by NEP. See
description under Plan Summaries.
(d) Includes amounts reimbursed by NEP for the payment of taxes.
(e) These shares receive the same dividends as the other common shares of
NEES. The shares become unrestricted after five years. See also
Payments Upon a Change in Control, below. As of December 31, 1993, the
following executive officers held the amount of restricted shares with
the value indicated: Mr. Rowe 11,807 shares, $461,949 value; Mrs. Bok
10,241 shares, $400,679 value; Mr. Greenman 3,220 shares, $125,983
value; Mr. Tranen 2,193 shares, $85,019 value; and Mr. Bailey 1,369
shares, $53,562 value. These amounts do not include the restricted share
awards for 1993 which were not determined until February 1994. The value
was calculated by multiplying the closing market price on December 31,
1993 by the number of shares.
<PAGE>
(f) Includes NEP contributions to life insurance and the incentive thrift
plan that are not bonus contributions. See description under Plan
Summaries. The life insurance contribution is calculated based on the
value of term life insurance for the named individuals. The premium
costs for most of these policies have been or will be recovered by NEP.
(g) For Mr. Rowe, the amount and type of compensation in 1993 is as follows:
$1,879 for contributions to the thrift plan and $507 for life insurance.
(h) For Mrs. Bok, the amount and type of compensation in 1993 is as follows:
$1,937 for contributions to the thrift plan and $1,507 for life
insurance.
(i) For Mr. Tranen, the amount and type of compensation in 1993 is as
follows: $3,198 for contributions to the thrift plan and $365 for life
insurance.
(j) For Mr. Greenman, the amount and type of compensation in 1993 is as
follows: $2,478 for contributions to the thrift plan and $637 for life
insurance.
(k) For Mr. Bailey, the amount and type of compensation in 1993 is as
follows: $2,702 for contributions to the thrift plan and $1,088 for life
insurance.
<PAGE>
Security Ownership
------------------
The following table lists the holdings of NEES common shares as of
March 10, 1994 by the directors and officers, as a group, of the System
companies listed in the above tables.
Shares
Beneficially
Name Owned
---- ------------
Joan T. Bok 25,162 (a)
Frederic E. Greenman 10,632 (a)
Alfred D. Houston 10,953 (a)
Paul L. Joskow 1,657
John M. Kucharski 1,800
Edward H. Ladd 4,030
Joshua A. McClure 987
Malcolm McLane 1,300
Felix A. Mirando, Jr. 4,637
John W. Rowe 20,419 (a)
George M. Sage 1,700
Charles E. Soule 404
Jeffrey D. Tranen 6,604 (a)
Anne Wexler 1,122
James Q. Wilson 1,597
James R. Winoker 600
Urville J. Beaumont 104 (b)
Sally L. Collins 105
John H. Dickson 7,883 (a)
Charles B. Housen 52
Cheryl A. LaFleur 1,796 (a)
Kathryn A. McCarthy 100
Patricia McGovern 0
John F. Reilly 105
Nancy H. Sala 5,459 (a)(c)
Richard P. Sergel 6,702 (a)
Richard M. Shribman 105
Dennis E. Snay 3,720 (a)
Roslyn M. Watson 205
Francis X. Beirne 2,956 (a)
Stephen A. Cardi 104
Richard W. Frost 4,521 (a)
Frances H. Gammell 105
Joseph J. Kirby 105
Robert L. McCabe 7,671 (a)
William E. Trueheart 105
William Watkins, Jr. 7,143 (a)
John A. Wilson, Jr. 508
Lawrence E. Bailey 4,333 (a)
John W. Newsham 10,270 (a)
All directors and
officers, as a group
(53 persons) 207,364 (d)
- --------------------
(a) Includes restricted shares and allocated shares in employee benefit plans.
(b) Mr. Beaumont disclaims a beneficial ownership interest in these shares
held under an irrevocable trust.
(c) Ms. Sala disclaims a beneficial ownership interest in 205 shares held
under the Uniform Gift to Minors Act.
(d) This is less than 1% of the total number of shares of NEES outstanding.
<PAGE>
Listed below is the only person or group known to the System as of
March 10, 1994 to beneficially own 5% or more of the System's common shares.
However, T. Rowe Price Trust Company disclaims beneficial ownership of all
such shares. The quantity of shares listed below is as of December 31, 1993.
Amount and Nature
Name and Address of of Beneficial Percent of Common
Beneficial Owner Ownership Shares
- ------------------- ----------------- -----------------
T. Rowe Price Trust 4,998,089 shares 7.7 %
Company as trustee for
100 East Pratt Street Company employee
Baltimore, MD benefit plans,
including those
discussed herein.
Contracts and Transactions with System Companies
------------------------------------------------
During 1993, Orr and Reno, a law firm of which Malcolm McLane is Vice
President, was retained by subsidiaries of NEES.
During 1993, Paul L. Joskow did consulting work for NEES or subsidiaries
under a separate consulting contract for which he was paid $30,000. NEES or
its subsidiaries retains from time to time National Economic Research
Associates, Inc., with which Mr. Joskow is associated.
The construction company of Mr. Stephen A. Cardi, a director of
Narragansett, was awarded two contracts by New England Power Company for
construction work at its Brayton Point Station. The contract amounts totalled
$600,000 and $1,000,000, respectively.
Mrs. Bok retired as an employee of the NEES companies on January 1, 1994
(remaining as Chairman of NEES and a director for NEES subsidiaries). Mrs.
Bok has agreed to waive the normal fees and annual retainers otherwise payable
for services by non-employees on NEES subsidiary boards and will receive in
lieu thereof a single annual stipend of $60,000. Mrs. Bok also became a
consultant to NEES as of January 1, 1994. Under the terms of her contract,
she will receive an annual retainer of $100,000. No payments were made in
1993 pursuant to these arrangements.
During 1993, payment for construction contracts for Brayton Point Gas Line
Project and Cell Lining Project totaling approximately $1,600,000 was paid to
Cardi Corporation, a company in which Stephen Cardi, a Narragansett director,
owns 5% or more of the equity securities.
Plan Summaries
--------------
A brief description of the various plans through which compensation and
benefits are provided to the named executive officers is presented below to
better enable shareholders to understand the information presented in the
tables shown earlier. The general provisions of the incentive compensation
plans are described in the NEES Compensation Committee Report on Executive
Compensation. The amounts of compensation and benefits provided to the named
executive officers under the plans described below (and charged to the System
Companies listed in the above tables) are presented in the Summary
Compensation Tables.
<PAGE>
Goals Program
- -------------
The goals program covers all employees who have completed one year of
service with any NEES subsidiary. Goals are established annually. For 1993,
these goals related to earnings per share, customer costs, safety,
absenteeism, conservation, generating station availability, transmission
reliability, environmental and OSHA compliance, and customer favorability
attitudes. Some goals apply to all employees, while others apply to
particular functional groups. Depending upon the number of goals met, and
provided the minimum goal for earnings per share is met, employees may earn a
cash bonus of 1% to 4-1/2% of their compensation.
Incentive Thrift Plan
- ---------------------
The incentive thrift plan (a 401(k) program) provides for a match of one-
half of up to the first 4% of base compensation contributed to the System's
incentive thrift plan (shown under All Other Compensation in the Summary
Compensation Table) and, based on an incentive formula tied to earnings per
share, may fully match the first 4% of base compensation contributed (the
additional amount, if any, is shown under Bonus in the Summary Compensation
Table). Under Federal law, contributions to these plans are restricted. In
1993, the salary reduction amount was limited to a total of $8,994 from all
the System Companies.
Life Insurance
- --------------
The System has established for certain senior executives life insurance
plans funded by individual policies. The combined death benefit under these
insurance plans is three times the participant's annual salary.
After termination of employment, participants in one of the insurance
plans may elect, commencing at age 55 or later, to receive an annuity income
equal to 40% of annual salary. In that event, the life insurance is reduced
over fifteen years to an amount equal to the participant's final annual
salary. Due to changes in the tax law, this plan was closed to new
participants, and an alternative was established with only a life insurance
benefit. The individuals listed in the NEES or NEP summary tables are in one
or the other of these plans. Mass. Electric and Narragansett each have two
executive officers eligible to participate in one or the other of these plans.
Other
- -----
The System does not have any share option plans.
<PAGE>
Retirement Plans
- ----------------
The following table shows estimated annual benefits payable to executive
officers under the qualified pension plan and the supplemental retirement
plan, assuming retirement at age 65 in 1994.
Pension Table
-------------
Five-Year
Average 15 20 25 30 35 40
Compensa- Years Years Years Years Years Years
tion Service Service Service Service Service Service
- --------- ------- ------- ------- ------- ------- -------
$300,000 88,100 115,400 142,000 168,600 185,500 194,500
$400,000 118,100 154,800 190,500 226,200 249,000 261,000
$500,000 148,200 194,200 239,000 283,800 312,400 327,400
$600,000 178,200 233,600 287,500 341,400 375,900 393,900
$700,000 208,300 273,000 336,000 399,000 439,300 460,300
$800,000 238,300 312,400 384,500 456,600 502,800 526,800
$900,000 268,400 351,800 433,000 514,200 566,200 593,200
$1,000,000 298,400 391,200 481,500 571,800 629,700 659,700
For purposes of the retirement plans, Messrs. Rowe, Houston, Greenman, and
Tranen, currently have 16, 30, 30, and 24 credited years of service,
respectively. Sergel, Dickson, Sala, Snay, and LaFleur currently have 15, 20,
24, 30, and 7 credited years of service, respectively. McCabe, Watkins,
Frost, Beirne, and Bailey currently have 25, 21, 31, 22, and 25 credited years
of service, respectively. At the time she retired, Mrs. Bok had 38 credited
years of service and she commenced receiving the described benefits under the
pension plans and the life insurance program. As a non-employee she no longer
accrues service credit or additional benefits under these plans.
Benefits under the pension plans are computed using formulae based on
percentages of highest average compensation computed over five consecutive
years. The compensation covered by the pension plan includes salary, bonus,
and restricted share awards. The benefits listed in the pension table are not
subject to deduction for Social Security and are shown without any joint and
survivor benefits.
The Pension Table above does not include annuity payments to be received
in lieu of life insurance. The policies are described above under Plan
Summaries.
In February 1993, the System announced a voluntary early retirement
program available to all non-union employees over age 55 with 10 or more years
of service as of June 30, 1993. Mrs. Bok accepted the offer. The program
offered either an annuity or a lump sum equal to the greater value of either
one week's base pay times the number of years of service plus two weeks base
pay or an additional five years of service and five years of age. In
accordance with the terms of the offer, Mrs. Bok received an additional
annuity of $12,611 from a supplemental pension plan and a lump sum of $110,896
from the qualified plan.
Mrs. Bok had not been eligible for a bonus under the prior incentive
compensation plan. In lieu thereof she will receive a limited cost of living
(consumer price index) adjustment to her benefits from the qualified pension
plan and the supplemental retirement plan. Since this plan serves to adjust
the pension benefit only after retirement, there will be no supplement paid
under the plan until at least 1995.
Senior executives receive the same post-retirement health benefits as
those offered non-union employees who retire with a combination of age and
years of service equal to 85.
<PAGE>
Payments Upon a Change of Control
- ---------------------------------
The incentive compensation plans would provide a payment of 40% of base
compensation in the event of a "change in control" as defined in the plans.
This payout would be made in lieu of any cash bonuses under the plans for the
year in which the "change in control" occurs. A similar payment is provided
for the previous plan year if awards for that year had not yet been
distributed. A "change in control" is defined, generally, as an occurrence of
certain events that either evidence a merger or acquisition of NEES or cause a
significant change in the makeup of the NEES board of directors over a short
period of time.
Upon the occurrence of a "change in control," restrictions on all shares
issued to participants under the incentive share plan would cease and the
participants would receive an award of shares for that year, determined in the
usual manner, based upon the cash awards described in the preceding paragraph.
Compensation
- ------------
Except for Mrs. Bok all of the System Companies' officers and directors
are employees of, and are paid by, one or more subsidiaries of NEES. The
individual salaries of officers are determined in accordance with System-wide
policy. The allocation of these salaries between the subsidiaries is
dependent upon the number of hours worked for each of the subsidiaries. The
following is a report by the NEES compensation committee (made up of outside
directors) on the System-wide compensation policy.
New England Electric System Compensation Committee Report on Executive
Compensation
- ----------------------------------------------------------------------
The System's total compensation package is designed to attract and retain
an array of superior managers whose experience is not limited to our System or
industry. This package consists of Base Salary, Incentive Compensation
(performance based, at risk compensation), and Benefits. The System's general
compensation philosophy is that the Base Salary ranges should be competitive
with similarly sized electric utilities. A significant portion of management
compensation should be tied to achievement of corporate goals in order to
maintain a sharp focus on performance and to consistently align the interest
of management and the System's constituencies, i.e. shareholders, consumers,
and employees. An ever higher percentage of total compensation should be at
risk as one moves upward through management. The critical feature of the
System's executive compensation program is that a system has been employed in
which the amount of such compensation is driven by the System's performance
relative to that of other utilities. The compensation of the CEO is based on
the same considerations and structure as that of the other executive officers.
(Since the total compensation for any of the System's executive officers is
still significantly below the $1 million threshold at which tax deductions are
limited under the recent revisions to the Internal Revenue Code, the Committee
has not had to address issues related thereto.)
The NEES Board of Directors votes the compensation of Mr. Rowe and Mrs.
Bok, acting upon recommendations of the NEES Compensation Committee. The
Board of Directors unanimously accepted each of the recommendations made by
the Compensation Committee. The Compensation Committee votes the compensation
of all other System executive officers.
<PAGE>
Base Salary
- -----------
Base Salary levels are established after consideration of the appropriate
market to determine the average or mid-point of the salary range for a
position. Extensive salary survey analyses are compiled and presented to the
Committee for review. Salary ranges are then defined using market salaries as
the midpoints of the ranges. Base salaries of System executives are brought
to range mid-points in appropriate steps and then capped at the mid-point.
Salary ranges are reviewed annually to ensure competitiveness with the market
for utilities with comparable revenues. (The utility group used for most
salary range valuations is different from that used for incentive compensation
plan comparisons and from that shown in the corporate performance chart, which
include utilities having different revenue profiles than the System.)
In November 1992, the Compensation Committee reviewed marketplace surveys
to evaluate whether or not salary ranges should be moved for 1993. It was
determined that the System's range structure was generally competitive with
the marketplace, and the Committee voted to retain the 1992 salary range
structure. This resulted in freezing the base salaries of the senior
executives for 1993. Based upon the increased responsibility he assumed
following the corporate reorganization, the Committee authorized an increase
for Mr. Tranen.
Performance Based Incentive Compensation
- ----------------------------------------
Performance Based Incentive Compensation (at risk compensation or bonus)
is designed to deliver rewards above base salary, if the System and the
individual executives perform well.
The incentive components of the compensation plans are based on formulae
with difficult threshold targets. In order for any incentive compensation to
be awarded under the formulae, the System must achieve a return on equity that
places NEES in the top 45% (50% commencing in 1994) of the approximately 90
electric utilities listed in the Duff & Phelps Utility Group (the National
Grouping) or in the top 50% of the New England/New York regional utilities
(the Regional Grouping). The Board of Directors, in response to extraordinary
events, may enhance or curtail the actual return on equity used to determine
whether the System met the targets. They did not do so for 1993.
For the maximum incentive to be awarded, NEES must achieve a return on
equity in the top 25% of both the National and Regional Groupings and the
System's cost per kilowatthour must be the lowest or next to lowest of a
selected New England electric utility group. In 1993, if only one of the
minimum targets had been met, Mr. Rowe would have received a bonus (cash and
incentive shares as described below) of 19% of base pay. If the maximum
targets had been achieved, his formula bonus (cash and shares) would have been
76% of base pay.
No bonus awards are made if earnings after bonuses are not sufficient to
cover dividends, even if the return on equity targets are met. This insures
that shareholders will receive an adequate return, before any incentive
compensation awards are made.
Mr. Rowe's (and Mrs. Bok's for 1993) bonus under the plan is directly
related to achievement of the above described corporate targets. The
incentive compensation plan bonuses of the other executives are additionally
dependent upon the achievement of individual goals.
Based upon information available at the time of determining bonus amounts,
in 1993 NEES placed in the 68th and the 75th percentiles in return on
shareholder equity of the National and Regional Groupings, respectively. The
System placed in the lowest one-third of the Regional Grouping with respect to
customer cost per kilowatthour in 1993. The Committee considered the superior
<PAGE>
returns on equity, the success of the corporate reorganization, the
improvements in customer service, and the improvement in the System's safety
record. The Committee determined that the extraordinary efforts applied in
1993 by Mr. Rowe and Mrs. Bok (as well as contributions of other officers) to
make these achievements possible were not adequately reflected in the
incentive compensation plan formula awards and merited additional cash awards
for 1993.
The cash portions of the incentive compensation formulae are driven by
annual measurements of the shareholder return on equity and customer cost of
electricity. In order to provide a long-term component which is reflective of
the shareholder total return, the participants in the incentive compensation
plans are awarded NEES common shares under an incentive share plan, approved
by the NEES shareholders in 1990. The shares are generally restricted against
sale for five years. Shares are only awarded against incentive compensation
plan cash awards generated by the formulae. No discretion is exercised by the
Committee in the awarding of these restricted shares. An individual's award
of shares under the incentive share plan is a fixed percentage of her or his
cash award for that year from the incentive compensation plan in which she or
he participates. For Mr. Rowe, the percentage was 90% for 1993. (In response
to changes in the federal tax law, the incentive compensation plans and the
incentive share plan were amended to provide fewer shares and more cash
commencing in 1994. Therefore, for 1994 that percentage will be 60%.) If no
cash award is made, no shares are distributed. Further, total awards of
shares in any calendar year cannot exceed one-half of one percent (0.5%) of
the number of outstanding shares at the end of the previous calendar year.
(The incentive shares awarded for 1993 were 0.06% of the number of outstanding
shares.)
On February 3 and 21, the NEES Compensation Committee approved the bonuses
reflected in the NEES Summary Compensation Table. Mr. Rowe's and Mrs. Bok's
bonuses, as recommended by the Committee, were voted by the Board on February
22, 1994.
Benefits
- --------
The executive benefits are designed both to provide a competitive package
and to retain System flexibility in staffing management to meet changing
conditions. See Plan Summaries and Retirement Plans, above.
New England Electric System Compensation Committee
John M. Kucharski
George M. Sage, Chairman
Felix A. Mirando, Jr.
James R. Winoker
NEES Board Structure and Compensation
- -------------------------------------
NEES has an Executive Committee, an Audit Committee, a Compensation
Committee, and a Corporate Responsibility Committee. The Executive Committee
acts as a nominating committee. The committee memberships listed below are as
of January 1, 1994.
The members of the Executive Committee are Mrs. Bok, Mr. Ladd, Mr. Rowe,
Mr. Sage, and Ms. Wexler. Mrs. Bok serves as the Chairman of this Committee.
During the intervals between meetings of the Board of Directors, the Executive
Committee has all the powers of the Board that may be delegated. This
Committee also considers written recommendations from shareholders for
nominees to the Board.
<PAGE>
The members of the Audit Committee are Messrs. Joskow, McLane, Soule, and
Winoker. Mr. Joskow serves as the Chairman of this Committee. The Audit
Committee reviews with the independent public accountants the scope of their
audit and management's financial stewardship for the current and prior years.
This Committee also selects and recommends, subject to the Board of Directors'
approval, the independent public accountants to be engaged for the coming
year.
The members of the Compensation Committee are Messrs. Kucharski, Mirando,
Sage, and Winoker. Mr. Sage serves as the Chairman of this Committee. The
Compensation Committee is responsible for executive compensation, including
the administration of certain of NEES' incentive compensation plans.
The members of the Corporate Responsibility Committee are Mrs. Bok,
Mr. McClure, Mr. Rowe, Ms. Wexler, and Mr. Wilson. Mr. Wilson serves as the
Chairman of this Committee. The Corporate Responsibility Committee is
responsible for reviewing compliance with laws and regulations, offering
guidance in considering public policy issues, and helping to assure ethical
conduct.
The Chairman of the Executive Committee receives an annual retainer of
$7,000. Other members of the Executive Committee, except Mr. Rowe, receive an
annual retainer of $5,000. The Chairman of the Audit, Compensation, and
Corporate Responsibility Committees each receives an annual retainer of
$6,000. Other members of these Committees, except Mr. Rowe, receive annual
retainers of $4,000. All directors, except Mr. Rowe, participating in a
Committee meeting, receive a meeting fee of $850 plus expenses.
Members of the Board of Directors, except Mr. Rowe, receive annually a
retainer of $14,000 and 200 common shares of NEES, and a meeting fee of $850
plus expenses.
NEES permits directors to defer all or a portion of any retainers and
meeting fees under a deferred compensation plan. Under the plan, at
retirement directors may elect to receive lump sum payments of all amounts
deferred with interest, or either lifetime annuities or ten year annuities,
depending upon the specific deferral arrangement. A special account is
maintained on NEES' books showing the amounts deferred and the interest
accrued thereon. This plan also provides certain death and disability
benefits. Group life insurance of $72,000 is provided to each member of the
Board of Directors.
The Board of Directors held seven meetings in 1993. The Executive, Audit,
Compensation, and Corporate Responsibility Committees held two, four, four,
and three meetings, respectively, in 1993. All directors attended at least
75% of the aggregate number of meetings of the Board of Directors and the
committees of which they were members, with the exception of Mr. Kucharski who
attended 64%.
Mass. Electric and Narragansett Directors' Compensation
- -------------------------------------------------------
Members of the Mass. Electric and Narragansett Boards of Directors, except
Dickson, McCabe, Rowe, and Sergel receive a quarterly retainer of $1,250, a
meeting fee of $600 plus expenses, and 50 NEES common shares each year. Since
all members of the NEP Board are employees of NEES System companies, no fees
are paid for service on the Board except as noted below for Mrs. Bok.
Mrs. Bok retired as an employee of the NEES companies on January 1, 1994
(remaining as Chairman of NEES and a director for NEES subsidiaries). Mrs.
Bok has agreed to waive the normal fees and annual retainers otherwise payable
for services by non-employees on NEES subsidiary boards and will receive in
lieu thereof a single annual stipend of $60,000. Mrs. Bok also became a
consultant to NEES as of January 1, 1994. Under the terms of her contract,
she will receive an annual retainer of $100,000. No payments were made in
1993 pursuant to these arrangements.
<PAGE>
Mass. Electric and Narragansett permit directors to defer all or a portion
of their retainers and meeting fees. Special accounts are maintained on Mass.
Electric's and Narragansett's books showing the amounts deferred and the
interest accrued thereon.
Item 7. CONTRIBUTIONS AND PUBLIC RELATIONS
(1) None. Payments are made to certain employees and other persons, who
may act in the capacities enumerated in Item 7 for services rendered or
materials purchased, but such payments are not contributions.
(2) Year Ended December 31, 1993.
Accounts Charged,
if any, per Books
Purpose of Disbursing
Name of Recipient or Beneficiary (A) Company Amount
- ------------------------------- ------- ----------------- ------
Name of Company
---------------
Mass. Electric
--------------
Massachusetts Taxpayers Foundation 930.24 $ 8,682.00
Worcester Taxpayers Association, Inc. 930.24 $ 1,600.00
Anti-Defamation League 426.10 $ 2,250.00
National Conference of Christians & Jews 426.10 $ 4,250.00
Jewish National Fund 426.10 $ 2,000.00
New England Holocaust 426.10 $ 1,800.00
Nashua River Watershed 426.10 $ 2,500.00
Worcester Fights Back 426.10 $ 1,500.00
Pioneer Institute for Public Policy 426.10 $ 2,500.00
The Alliance to Save Energy 426.10 $ 5,500.00
Up With People 426.10 $ 100.00
Voices in Action 426.10 $ 2,500.00
American Association for Affirmative Action 921.25 $ 75.00
Massachusetts Electric & Gas Association 426.40 $ 80,051.50
Connecticut River Watershed Council 930.24 $ 200.00
Edison Electric Institute 426.40 $ 5,227.00
New England Legal Foundation 426.10 $ 4,320.00
Joyce & Joyce (B) 426.40 $ 10,074.15
Mass. Alliance for Economic Development 930.24 $ 66,028.00
Blackstone Valley Heritage Homecoming 426.10 $ 250.00
NEP
---
Alliance for Acid Rain Control 426.40 $ 2,500.00
American Enterprise Institute 426.10 $ 26,000.00
Edison Electric Institute 426.40 $ 2,280.66
Environment and Energy Study 426.10 $ 950.00
Joyce & Joyce (B) 426.10 $ 29,164.95
Massachusetts Electric & Gas Association 426.40 $ 97.84
Massachusetts Taxpayers Foundation Inc. 930.24 $ 8,682.00
NAACP Legal Defense Fund 426.10 $ 625.00
National Hydropower Association 426.40 $ 9,328.00
New England Legal Foundation 426.10 $ 1,920.00
Pioneer Institute Public Policy Research 426.10 $ 2,500.00
Resources for the Future 426.10 $ 5,000.00
Society for the Protection of N.H. Forest 426.10 $ 477.00
The Alliance to Save Energy 426.10 $ 2,500.00
The Northeast Corridor Initiative Inc. 426.10 $ 2,000.00
Urban League of Rhode Island 426.10 $ 25,000.00
<PAGE>
Narragansett
------------
John G. Coffey, Esq. (B) 426.40 $ 40,000.00
Joyce & Joyce (B) 426.40 $ 5,265.90
Save the Bay 426.10 $ 7,000.00
New England Legal Foundation 426.10 $ 1,600.00
National Conference of Christians & Jews 426.10 $ 1,850.00
The Alliance to Save Energy 426.10 $ 1,800.00
R.I. Public Expenditure Council 426.10 $ 9,880.00
National Assoc. for the Advancement of
Colored People 426.10 $ 500.00
Edison Electric Institute 426.40 $ 1,805.54
Granite State
-------------
The Alliance to Save Energy 426.10 $ 200.00
Association of N.H. Utilities 426.40 $ 200.00
Edison Electric Institute 426.40 $ 190.05
Joyce & Joyce (B) 426.40 $ 495.00
NEES
----
Paul, Hastings, Janofsky & Walker (B) 426.40 $ 46,912.50
Swidler & Berlin (B) 426.40 $ 85.00
- --------------------
(A) All such payments, unless otherwise noted, were subscriptions, dues,
and/or contributions.
(B) Payments for legislative services.
Item 8. SERVICE, SALES AND CONSTRUCTION CONTRACTS
Part I.
Serving Receiving Compensation
Transaction Company Company (1993)
- ----------- ------- --------- ------------
Fuel Purchase Contract (1) NEEI NEP $107,239,714
Phase I Terminal Facility
Support Agreement (2) NEET NEP $ 2,245,889
Phase II Massachusetts Transmission NEHTEC NEP $ 8,298,653
Facilities Support Agreement (3)
Phase II New Hampshire Transmission NEHTC NEP $ 6,656,978
Facilities Support Agreement (4)
- --------------------
(1) Contract dated 7/26/79 as amended was in effect at 12/31/93.
(2) Agreement dated 12/1/81 as amended was in effect at 12/31/93.
(3) Agreement dated 6/1/85 as amended was in effect at 12/31/93.
(4) Agreement dated 6/1/85 as amended was in effect at 12/31/93.
Part II.
See Item 6, Part III.
Part III.
None.
<PAGE>
Item 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES
None.
Item 10. FINANCIAL STATEMENTS AND EXHIBITS
Financial Statements
- --------------------
NEES Consolidating Financial Statements (Supplement A-1) and Financial
Statements and Supporting Schedules of NEES and NEES subsidiaries consolidated
contained in the NEES 1993 Form 10-K (Supplement A-2).
<PAGE>
Exhibits
- --------
Unless otherwise indicated, the exhibits listed below are incorporated by
reference to the appropriate exhibit numbers and the commission file numbers
indicated in parenthesis.
A. Annual Reports:
1. Connecticut Yankee Atomic Power Company
a. 1993 Annual Report to Shareholders of Connecticut Yankee
Atomic Power Company (Exhibit A.2.1. to Northeast Utilities'
Form U-5-S, File No. 30-246).
b. FERC Form 1 (Exhibit A.2.2. to Northeast Utilities' Form U-5-S,
File No. 30-246).
2. Maine Yankee Atomic Power Company
a. Form 10-K for the year ended December 31, 1993 (filed herewith).
b. FERC Form 1 (filed herewith).
3. Massachusetts Electric Company, Form 10-K for the year ended
December 31, 1993 (File No. 0-5464).
4. The Narragansett Electric Company, Form 10-K for the year ended
December 31, 1993 (File No. 0-898).
5. New England Electric System, Form 10-K for the year ended
December 31, 1993 (File No. 1-3446).
6. New England Power Company, Form 10-K for the year ended December 31,
1993 (File No. 0-1229).
7. Vermont Yankee Nuclear Power Corporation.
a. Annual Report to Stockholders (filed herewith).
b. FERC Form 1 (filed herewith).
8. Yankee Atomic Electric Company
a. Annual Report to Stockholders (filed herewith).
b. FERC Form 1 (filed herewith).
B. Corporate Documents:
1. Granite State Electric Company:
a. Articles of Organization (Exhibit B-1a to NEES 1983 Form U-5-S).
b. By-laws (Exhibit B-1b to NEES 1983 Form U-5-S).
2. Massachusetts Electric Company:
a. Articles of Organization (Exhibit B-2a to NEES 1983 Form U-5-S);
Articles of Amendment dated March 5, 1993, August 11, 1993,
September 20, 1993, and November 15, 1993 (Exhibit 3(a) to 1993
Form 10-K, File No. 0-5464).
b. By-laws (Exhibit 3(b) to 1993 Form 10-K, File No. 0-5464).
3. The Narragansett Electric Company:
a. Charter (Exhibit B-3a to NEES 1983 Form U-5-S); Amendment to
Charter dated June 9, 1988 (Exhibit B-3.a. to NEES 1988
Form U-5-S).
<PAGE>
b. By-laws (Exhibit 3 to 1980 Form 10-K, File No. 0-898).
c. Stockholders Votes re Preference Provisions as amended dated
March 23, 1993 (Exhibit 4(c) to NEES 1993 Form 10-K, File No.
1-3446).
4. Narragansett Energy Resources Company:
a. Articles of Incorporation (Exhibit B-4a to NEES 1987 Form
U-5-S).
b. By-laws (Exhibit B-4b to NEES 1987 Form U-5-S).
5. New England Electric Resources, Inc.:
a. Articles of Organization (filed herewith).
b. By-Laws (filed herewith).
6. New England Electric System:
a. Agreement and Declaration of Trust (Exhibit 3 to 1987 Form 10-K,
File No. 1-3446).
7. New England Electric Transmission Corporation:
a. Restated Articles of Incorporation (Exhibit B-6a to NEES 1983
Form U-5-S).
b. By-laws (Exhibit B-6b to NEES 1983 Form U-5-S).
8. New England Energy Incorporated:
a. Articles of Organization (Exhibit B-7a to NEES 1983 Form U-5-S);
Articles of Amendment dated April 8, 1988 (Exhibit B.8.a. to
NEES 1988 Form U-5-S).
b. By-laws (Exhibit B.8.b. to NEES 1988 Form U-5-S).
9. New England Hydro Finance Company, Inc.
a. Articles of Organization (Exhibit B.9.a. to NEES 1988 Form
U-5-S).
b. By-laws (Exhibit B.9.b. to NEES 1988 Form U-5-S).
10. New England Hydro-Transmission Corporation
a. Articles of Incorporation (Exhibit B-8a to NEES 1986 Form
U-5-S); Articles of Amendment dated January 18, 1989 (Exhibit
B.10.a. to NEES 1988 Form U-5-S).
b. By-laws (Exhibit B.10.b. to NEES 1988 Form U-5-S).
11. New England Hydro-Transmission Electric Company
a. Restated Articles of Organization dated January 13, 1989
(Exhibit B.11.a. to NEES 1988 Form U-5-S).
b. By-laws (Exhibit B.11.b. to NEES 1988 Form U-5-S).
12. New England Power Company:
a. Articles of Organization (Exhibit B-8a to NEES 1983 Form U-5-S);
Articles of Amendment dated June 25, 1987 (Exhibit B.12.a. to
NEES 1988 Form U-5-S).
b. By-laws (Exhibit 3 to 1987 Form 10-K, File No. 0-1229).
13. New England Power Service Company:
a. Articles of Organization (Exhibit B-9a to NEES 1983 Form U-5-S).
b. By-laws (Exhibit B.13.b to NEES 1988 Form 10-K,
File No. 0-1229).
<PAGE>
C. Funded Debt:
1. Granite State Electric Company:
Note Agreement with John Hancock dated March 15, 1985 (Exhibit A
to Granite Certificate of Notification, File No. 70-6998).
Note Agreement with Teachers Insurance dated as of February 1,
1987 (Exhibit A to Granite Certificate of Notification, File No.
70-7288).
Note Agreement with Aid Association for Lutherans dated as of
October 1, 1991 (Exhibit C-1 to NEES 1991 Form U-5-S).
Note Agreement with First Colony Life Insurance Company dated as
of November 1, 1993 (filed herewith).
2. Massachusetts Electric Company:
First Mortgage Indenture and Deed of Trust, dated as of July 1,
1949, and twenty supplements thereto (Exhibit 7-A, File
No. 1-8019; Exhibit 7-B, File No. 2-8836; Exhibit 4-C, File No.
2-9593; Exhibit 4 to 1980 Form 10-K, File No. 2-8019; Exhibit 4
to 1982 Form 10-K, File No. 0-5464; Exhibit 4 to 1986 Form 10-K,
File No. 0-5464; Exhibit 4(a) to 1988 Form 10-K, File No.
1-3446; Exhibit 4(a) to 1989 Form 10-K, File No. 1-3446; Exhibit
4(a) to 1992 Form 10-K, File No. 1-3446; Exhibit 4(a) to 1993
Form 10-K, File No. 1-3446).
3. The Narragansett Electric Company:
First Mortgage Indenture and Deed of Trust, dated as of
September 1, 1944, and twenty-one supplements thereto (Exhibit
7-1, File No. 2-7042; Exhibit 7-B, File No. 2-7490; Exhibit 4-C,
File No. 2-9423; Exhibit 4-D, File No. 2-10056; Exhibit 4 to
1980 Form 10-K, File No. 0-898; Exhibit 4 to 1982 Form 10-K,
File No. 0-898; Exhibit 4 to 1983 Form 10-K, File No. 0-898;
Exhibit 4 to 1985 Form 10-K, File No. 0-898; Exhibit 4 to 1986
Form 10-K, File No. 0-898; Exhibit 4 to 1987 Form 10-K, File No.
0-898; Exhibit C-3 to NEES 1991 Form U-5-S; Exhibit 4(b) to 1992
Form 10-K, File No. 1-3446; Exhibit 4(b) to 1993 Form 10-K, File
No. 1-3446).
4. New England Electric Transmission Corporation:
Note Agreement with PruCapital Management, Inc. et al. dated as
of September 1, 1986; Mortgage, Deed of Trust and Security
Agreement dated as of September 1, 1986 (Exhibit 10(g) to 1986
Form 10-K, File No. 1-3446).
5. New England Energy Incorporated:
Credit Agreement dated as of April 28, 1989 (Exhibit 10(e)(v) to
NEES 1989 Form 10-K, File No. 1-3446); Amendment dated as of
June 1, 1990 (Exhibit 10(e)(v) to NEES 1990 Form 10-K, File No.
1-3446); Amendment dated as of August 1, 1992 (Exhibit 10(e)(v)
to NEES 1992 Form 10-K, File No. 1-3446).
6. New England Power Company:
a. General and Refunding Mortgage Indenture and Deed of Trust dated
as of January 1, 1977 and nineteen supplements thereto
(Exhibit 4(b) to 1980 Form 10-K, File No. 0-1229; Exhibit 4(b)
to 1982 Form 10-K, File No. 0-1229; Exhibit 4(b) to 1983
Form 10-K, File No. 0-1229; Exhibit 4(b) to 1985 Form 10-K, File
No. 0-1229; Exhibit 4(b) to 1986 Form 10-K, File No. 0-1229;
<PAGE>
Exhibit 4(b) to 1988 Form 10-K, File No. 0-1229; Exhibit
4(c)(ii) to 1989 Form 10-K, File No. 1-3446; Exhibit 4(c)(ii)
to 1990 Form 10-K, File No. 1-3446; Exhibit C-6b to NEES 1991
Form U-5-S; Exhibit 4(c)(ii) to NEES 1992 Form 10-K, File No.
1-3446; Exhibit 4(d) to NEES 1993 Form 10-K, File No. 1-3446).
b. Loan Agreement with Massachusetts Industrial Finance Agency
dated as of March 15, 1980 and two supplements thereto
(Exhibit C-8c to NEES 1983 Form U-5-S); Supplements dated as of
October 1, 1992 and September 1, 1993 (filed herewith).
c. Loan Agreement with Business Finance Authority of the State of
New Hampshire (formerly the Industrial Development Authority of
the State of New Hampshire) dated as of November 15, 1983
(Exhibit C-8d to NEES 1983 Form U-5-S); First Supplement dated
as of April 1, 1986 (Exhibit C-7d to NEES 1986 Form U-5-S);
Second Supplement dated as of August 1, 1988 (Exhibit C.7.d. to
NEES 1988 Form U-5-S); Third Supplement dated as of February 1,
1989; Fourth Supplement dated as of November 1, 1990 (Exhibit
C-6d to NEES 1990 Form U-5-S); Fifth Supplement dated as of June
15, 1991 (Exhibit C-6d to NEES 1991 Form U-5-S); Sixth
Supplement dated as of January 1, 1993 (Exhibit C-6d to NEES
1992 Form U-5-S); Seventh Supplement dated as of October 1, 1993
and Eighth Supplement dated as of December 1, 1993 (filed
herewith).
d. Guarantee Agreements with Connecticut Yankee Atomic Power
Company, et al., dated as of November 1, 1981, November 13, 1981
(Exhibit C-8f to NEES 1983 Form U-5-S, and August 1, 1985
(Exhibit 10(c) to NEES 1985 Form 10-K, File No. 1-3446).
e. Loan Agreement with the Connecticut Development Authority dated
as of October 15, 1985 (Exhibit C-8(h) to NEES 1985 Form U-5-S).
D. New England Electric System and Subsidiary Companies, Federal and State
Income Tax Allocation Agreement (filed herewith).
E. 1. New England Electric Transmission Corporation Annual Report (filed
herewith).
2. Schedule showing Money Pool investments for 1993 (filed herewith).
3. NEERI annual report on Modified Form U-13-60 (filed herewith).
4. Ocean State Power Financial Statements as of December 31, 1993 (filed
herewith).
5. Ocean State Power II Financial Statements as of December 31, 1993
(filed herewith).
6. OSP Finance Company Financial Statements as of December 31, 1993
(filed herewith).
7. Financial Statements of the New England Electric System Companies
Incentive Thrift Plan (filed herewith).
8. Financial Statements of the New England Electric System Companies
Incentive Thrift Plan II (filed herewith).
9. Financial Statements of the New England Electric System Companies
Employees' Share Ownership Plan (filed herewith).
10. Financial Statements of the NEES Goals Program (filed herewith).
F. Schedules (filed herewith).
G. Not yet required.
H. None.
I. None.
<PAGE>
The name "New England Electric System" means the Trustee or Trustees for
the time being (as trustee or trustees but not personally) under an Agreement
and Declaration of Trust dated January 2, 1926, as amended, which is hereby
referred to and a copy of which, as amended, has been filed with the Secretary
of The Commonwealth of Massachusetts. Any agreement, obligation or liability
made, entered into or incurred by or on behalf of New England Electric System
binds only its trust estate, and no shareholder, director, trustee, officer or
agent thereof assumes or shall be held to any liability therefor.
SIGNATURE
New England Electric System, a registered holding company, has duly caused
this Annual Report, Form U-5-S, for the year ended December 31, 1993,
Commission's File No. 30-33 to be signed on its behalf, by the undersigned
thereunto duly authorized, pursuant to the requirements of the Public Utility
Holding Company Act of 1935.
NEW ENGLAND ELECTRIC SYSTEM
s/Michael E. Jesanis
By:
Michael E. Jesanis, Treasurer
April 29, 1994
<PAGE>
EXHIBIT INDEX
Exhibit No. Description Page
- ----------- ----------- ----
Supplement NEES Consolidating Balance Sheet, Consolidating Filed under
A-1 Income and Retained Earnings Statements and cover of
Consolidating Statement of Changes in Form SE
Financial Position for the year ended
December 31, 1993
Supplement NEES Form 10-K for the year ended December 31, Filed under
A-2 1993 cover of
Form SE
A.1.a. 1993 Annual Report to Shareholders of Incorporated
Connecticut Yankee Atomic Power Company by reference
A.1.b. Connecticut Yankee Atomic Power Company Incorporated
FERC Form 1 for the year ended December 31, by reference
1993
A.2.a. Maine Yankee Atomic Power Company Filed under
Form 10-K for the year ended December 31, cover of
1993 Form SE
A.2.b. Maine Yankee Atomic Power Company Filed under
FERC Form 1 for the year ended December 31, cover of
1993 Form SE
A.3. Massachusetts Electric Company Incorporated
Form 10-K for the year ended December 31, 1993 by reference
A.4. The Narragansett Electric Company Incorporated
Form 10-K for the year ended December 31, 1993 by reference
A.5. New England Electric System Incorporated
Form 10-K for the year ended December 31, 1993 by reference
A.6. New England Power Company Incorporated
Form 10-K for the year ended December 31, 1993 by reference
A.7.a. Vermont Yankee Nuclear Power Corporation Filed under
Annual Report to Stockholders for the year cover of
ended December 31, 1993 Form SE
A.7.b. Vermont Yankee Nuclear Power Corporation Filed under
FERC Form 1 for the year ended December 31, cover of
1993 Form SE
A.8.a. Yankee Atomic Electric Company Filed under
Annual Report to Stockholders for the year cover of
ended December 31, 1993 Form SE
A.8.b. Yankee Atomic Electric Company Filed under
FERC Form 1 for the year ended December 31, cover of
1993 Form SE
<PAGE>
EXHIBIT INDEX
Exhibit No. Description Page
- ----------- ----------- ----
B.1.a. Granite State Electric Company Incorporated
Articles of Organization by reference
B.1.b. Granite State Electric Company Incorporated
By-laws by reference
B.2.a. Massachusetts Electric Company Incorporated
Amendment to Articles of Organization by reference
B.2.b. Massachusetts Electric Company Incorporated
By-laws by reference
B.3.a. The Narragansett Electric Company Incorporated
Amendment to Charter by reference
B.3.b. The Narragansett Electric Company Incorporated
By-laws by reference
B.3.c. The Narragansett Electric Company Incorporated
Stockholders Votes re Preference Provisions by reference
B.4.a. Narragansett Energy Resources Company Incorporated
Articles of Incorporation by reference
B.4.b. Narragansett Energy Resources Company Incorporated
By-laws by reference
B.5.a. New England Electric Resources, Inc. Filed under
Articles of Organization cover of
Form SE
B.5.b. New England Electric Resources, Inc. Filed under
By-laws cover of
Form SE
B.6.a. New England Electric System Incorporated
Agreement and Declaration of Trust by reference
B.7.a. New England Electric Transmission Corporation Incorporated
Restated Articles of Incorporation by reference
B.7.b. New England Electric Transmission Corporation Incorporated
By-laws by reference
B.8.a. New England Energy Incorporated Incorporated
Amendment to Articles of Organization by reference
B.8.b. New England Energy Incorporated Incorporated
By-laws by reference
B.9.a. New England Hydro Finance Company, Inc. Incorporated
Articles of Organization by reference
B.9.b. New England Hydro Finance Company, Inc. Incorporated
By-Laws by reference
B.10.a. New England Hydro-Transmission Corporation Incorporated
Amendment to Articles of Incorporation by reference
B.10.b. New England Hydro-Transmission Corporation Incorporated
By-laws by reference
B.11.a. New England Hydro-Transmission Electric Company Incorporated
Restated Articles of Organization by reference
<PAGE>
EXHIBIT INDEX
Exhibit No. Description Page
- ----------- ----------- ----
B.11.b. New England Hydro-Transmission Electric Company Incorporated
By-laws by reference
B.12.a. New England Power Company Incorporated
Amendment to Articles of Organization by reference
B.12.b. New England Power Company Incorporated
By-laws by reference
B.13.a. New England Power Service Company Incorporated
Articles of Organization by reference
B.13.b. New England Power Service Company Incorporated
By-laws by reference
C.1. Granite State Electric Company Incorporated
Note Agreement with John Hancock by reference
Granite State Electric Company Incorporated
Note Agreement with Teachers Insurance by reference
Granite State Electric Company Incorporated
Note Agreement with Aid Association for by reference
Lutherans
Granite State Electric Company Filed under
Note Agreement with First Colony Life cover of
Insurance Company Form SE
C.2. Massachusetts Electric Company Incorporated
First Mortgage Indenture and Deed of Trust by reference
and twenty supplements thereto
C.3. The Narragansett Electric Company Incorporated
First Mortgage Indenture and Deed of Trust by reference
and twenty-one supplements thereto
C.4. New England Electric Transmission Corporation Incorporated
Note Agreement with PruCapital Management, Inc. by reference
et al.
C.5. New England Energy Incorporated Incorporated
Credit Agreement dated as of April 28, 1989 by reference
and Amendments thereto
C.6.a. New England Power Company General and Incorporated
Refunding Mortgage Indenture and Deed of Trust by reference
and nineteen supplements thereto
C.6.b. New England Power Company Incorporated
Loan Agreement with Massachusetts Industrial by reference
Development Authority and two supplements
thereto
New England Power Company Filed under
Loan Agreement with Massachusetts Industrial cover of
Development Authority and supplements dated Form SE
as of October 1, 1992 and September 1, 1993
<PAGE>
EXHIBIT INDEX
Exhibit No. Description Page
- ----------- ----------- ----
C.6.c. New England Power Company Incorporated
Loan Agreement with Business Finance Authority by reference
of the State of New Hampshire (formerly the
Industrial Development Authority of the State
of New Hampshire) and six supplements thereto
New England Power Company Filed under
Loan Agreement with Business Finance Authority cover of
of the State of New Hampshire (formerly the Form SE
Industrial Development Authority of the State
of New Hampshire) Seventh and Eighth Supplements
dated as of October 1, 1993 and December 1, 1993,
respectively
C.6.d. Guarantee Agreements with Connecticut Incorporated
Yankee Atomic Power Company, et. al. by reference
C.6.e. Loan Agreement with Connecticut Development Incorporated
Authority by reference
D. New England Electric System and Subsidiary Filed under
Companies, Federal and State Income Tax cover of
Allocation Agreement Form SE
E.1. New England Electric Transmission Corporation Filed under
Annual Report cover of
Form SE
E.2. Money Pool investments for 1993 Filed herewith
E.3. NEERI annual report on Modified Form U-13-60 Filed herewith
E.4. Ocean State Power Financial Statements as of Filed under
December 31, 1993 cover of
Form SE
E.5. Ocean State Power II Financial Statements Filed under
as of December 31, 1993 cover of
Form SE
E.6. OSP Finance Company Financial Statements Filed under
as of December 31, 1993 cover of
Form SE
E.7. New England Electric System Companies Filed under
Incentive Thrift Plan Financial Statements cover of
Form SE
E.8. New England Electric System Companies Filed under
Incentive Thrift Plan II Financial Statements cover of
Form SE
E.9. New England Electric System Companies Filed under
Employees' Share Ownership Plan cover of
Financial Statements Form SE
E.10. New England Electric System Filed under
Goals Program Financial Statements cover of
Form SE
F Schedules Filed under
cover of
Form SE
<PAGE>
Exhibit E.2.
1993
Report on NEES Money Pool
($000's)
Avg. Max. Min. Investment
Company Invest. Invest. Invest. at 12/31/93
- ------- ------- ------- ------- -----------
NEES (Trust) $7,434 $21,550 $1,900 $1,900
Massachusetts Electric Co. 6,422 41,050 -0- -0-
New England Power Co. 24,600 113,650 -0- -0-
The Narragansett Electric Co. 351 8,000 -0- -0-
Granite State Electric Co. 132 2,225 -0- -0-
New England Power Service Co. 7,397 22,750 -0- 12,475
New England Electric Transmission 10 200 -0- -0-
Corporation
New England Energy Incorporated 4,711 14,850 175 1,975
New England Hydro-Transmission 12,132 16,525 9,050 13,550
Electric Company (NEHTEC)
New England Hydro-Transmission 2,165 6,400 -0- 2,300
Corporation (NEHTC)
Narragansett Energy Resources 2,972 5,100 750 5,100
Company (NERC)
<PAGE>
Modified
FORM U-13-60
Exhibit E.3.
ANNUAL REPORT
For the Period
Beginning January 1, 1993 and Ending December 31, 1993
To The
U.S. SECURITIES AND EXCHANGE COMMISSION
Of
New England Electric Resources, Inc.
A Subsidiary Service Company
Date of Incorporation: January 13, 1992
State or Sovereign Power under which Incorporated or Organized:
The Commonwealth of Massachusetts
Location of Principal Executive Offices of Reporting Company:
25 Research Drive
Westborough, MA 01582
Report filed pursuant to Order dated September 4, 1992
in file number 70-7950
Name, title, and address of officer to whom correspondence concerning this
report should be addressed:
J.G. Cochrane Treasurer
25 Research Drive
Westborough, MA 01582
Name of Principal Holding Company Under Which Reporting
Company is Organized:
New England Electric System
SEC 1926 (6-82)
<PAGE>
INSTRUCTIONS FOR USE OF MODIFIED FORM U-13-60
1. Time of Filing Annual Report essentially in the form of U-13-60
shall be filed appended to Form U5S, Annual Report of the Parent and
Associate Companies Pursuant to the Public Utility Holding company Act of
1935. Form U5S is required to be filed by May 1.
2. Number of Copies Each annual report shall be filed in duplicate.
The company should prepare and retain at least one extra copy for itself in
case correspondence with reference to the report becomes necessary.
3. Definitions - Definitions contained in Instruction 01-8 to the
Uniform System of Accounts for Mutual Service Companies and Subsidiary
Service Companies, Public Utility Holding Company Act of 1935, as amended
February 2, 1979 shall be applicable to words or terms used specifically
within this Form U-13-60.
4. Organization Chart The company shall submit with each annual report
a copy of its current organization chart.
<PAGE>
ANNUAL REPORT OF NEW ENGLAND ELECTRIC RESOURCES, INC.
LISTING OF SCHEDULES AND ANALYSIS OF ACCOUNTS
Schedule or Page
Description of Schedules and Accounts Account No. Number
COMPARATIVE BALANCE SHEET Schedule I 4-5
Company property Schedule II 6-7
Accumulated provision for depreciation
and amortization of company property Schedule III 8
Investments Schedule IV 9
Accounts receivable Schedule V 10
Miscellaneous deferred debits Schedule IX 11
Proprietary capital Schedule XI 12
Long-term debt Schedule XII 13
Current and accrued liabilities Schedule XIII 14
Notes to financial statements Schedule XIV 15
COMPARATIVE INCOME STATEMENT Schedule XV 16
Analysis of billing - nonassociate companies Account 458 17
Departmental analysis of salaries Account 920 18
Outside services employed Account 923 19
Miscellaneous general expenses Account 930.2 20
Taxes other than income taxes Account 408 21
Donations Account 426.1 22
Other deductions Account 426.5 23
Notes to statement of income Schedule XVIII 24
ORGANIZATION CHART 25
<PAGE>
ANNUAL REPORT OF NEW ENGLAND ELECTRIC RESOURCES, INC.
For the Year Ended December 31, 1993
SCHEDULE I
COMPARATIVE BALANCE SHEET
Give balance sheet of Company as of December 31 of the current and prior
year
Account Assets and Other Debits As of December 31
Current Prior
COMPANY PROPERTY
101 Company property (Schedule II) $ $
107 Construction work in progress (Schedule II)
------- -------
Total Property
------- -------
108 Less accumulated provision for depreciation
and amortization of company property
(Schedule III)
------- -------
Net Company Property
------- -------
INVESTMENTS
123 Investments in associate companies (Schedule IV)
124 Other Investments (Schedule IV)
------- -------
Total Investments
------- -------
CURRENT AND ACCRUED ASSETS
131 Cash 65,034 1,000
134 Special deposits
135 Working funds
136 Temporary cash investments (Schedule IV)
141 Notes receivable
143 Accounts receivable (Schedule V) 90,340 39,300
144 Accumulated provision of uncollectible accounts
146 Accounts receivable from associate companies 20,186
152 Fuel stock expenses undistributed
154 Materials and supplies
163 Stores expense undistributed
165 Prepayments
174 Miscellaneous current and accrued assets
------- -------
Total Current and Accrued Assets 175,560 40,300
------- -------
DEFERRED DEBITS
181 Unamortized debt expense
184 Clearing accounts
186 Miscellaneous deferred debits (Schedule IX)
188 Research, development, or demonstration
expenditures
190 Accumulated deferred income taxes
------- -------
Total Deferred Debits
------- -------
TOTAL ASSETS AND OTHER DEBITS $175,560 $40,300
======= =======
<PAGE>
ANNUAL REPORT OF NEW ENGLAND ELECTRIC RESOURCES, INC.
For the Year Ended December 31, 1993
SCHEDULE I
COMPARATIVE BALANCE SHEET
Account Liabilities and Proprietary Capital As of December 31
Current Prior
PROPRIETARY CAPITAL
201 Common stock issued (Schedule XI) 1,000 $ 1,000
211 Miscellaneous paid-in-capital (Schedule XI) 265,000
215 Appropriated retained earnings (Schedule XI)
216 Unappropriated retained earnings (Schedule XI) (199,877) (81,806)
-------- -------
Total Proprietary Capital 66,123 (80,806)
-------- -------
LONG-TERM DEBT
223 Advances from associate companies (Schedule XII)
224 Other long-term debt (Schedule XII)
225 Unamortized premium on long-term debt
226 Unamortized discount on long-term debt - debit
--------- -------
Total Long-Term Debt
--------- -------
CURRENT AND ACCRUED LIABILITIES
231 Notes payable
232 Accounts payable 6,067
233 Notes payable to associate companies
(Schedule XIII)
234 Accounts payable to associate companies
(Schedule XIII) 102,914 120,650
236 Taxes accrued 456 456
237 Interest accrued
238 Dividends declared
241 Tax collections payable
242 Miscellaneous current and accrued
liabilities (Schedule XIII)
--------- -------
Total Current and Accrued Liabilities 109,437 121,106
--------- -------
DEFERRED CREDITS
253 Other deferred credits
255 Accumulated deferred investment tax credits
--------- -------
Total Deferred Credits
--------- -------
282 ACCUMULATED DEFERRED INCOME TAXES
--------- -------
TOTAL LIABILITIES AND PROPRIETARY CAPITAL $175,560 $40,300
========= =======
<PAGE>
ANNUAL REPORT OF NEW ENGLAND ELECTRIC RESOURCES, INC.
For the Year Ended December 31, 1993
SCHEDULE II
COMPANY PROPERTY
(Not Applicable)
BALANCE AT RETIREMENTS BALANCE
BEGINNING OR OTHER (1) AT CLOSE
DESCRIPTION OF YEAR ADDITIONS SALES CHANGES OF YEAR
Account
301 Organization
303 Miscellaneous
Intangible
Plant
304 Land and Land
Rights
305 Structures and
Improvements
306 Leasehold
Improvements
307 Equipment (2)
308 Office
Furniture and
Equipment
309 Automobiles,
Other Vehicles
and Related
Garage
Equipment
310 Aircraft and
Airport
Equipment
311 Other Company
Property (3)
---- ------- --- ---- ----
SUB-TOTAL None None
---- ------- --- ---- ----
107 Construction
Work in
Progress (4)
---- ------- --- ---- ----
TOTAL None None
==== ======= === ==== ====
(1) PROVIDE AN EXPLANATION OF THOSE CHANGES CONSIDERED MATERIAL:
<PAGE>
ANNUAL REPORT OF NEW ENGLAND ELECTRIC RESOURCES, INC.
For the Year Ended December 31, 1993
SCHEDULE II - CONTINUED
(Not Applicable)
(2) Subaccounts are required for each class of equipment owned. The company
shall provide a listing by subaccount of equipment additions during the
year and the balance at the close of the year:
BALANCE
AT CLOSE
SUBACCOUNT DESCRIPTION ADDITIONS OF YEAR
---- ----
TOTAL None None
==== ====
(3) DESCRIBE OTHER COMPANY PROPERTY:
None
(4) DESCRIBE CONSTRUCTION WORK IN PROGRESS:
None
<PAGE>
ANNUAL REPORT OF NEW ENGLAND ELECTRIC RESOURCES, INC.
For the Year Ended December 31, 1993
SCHEDULE III
ACCUMULATED PROVISION FOR DEPRECIATION AND
AMORTIZATION OF COMPANY PROPERTY
(Not Applicable)
ADDITIONS OTHER
BALANCE AT CHARGED CHANGES BALANCE
BEGINNING TO RETIRE- ADD AT CLOSE
DESCRIPTION OF YEAR ACCT 403 MENTS (DEDUCT)(1) OF YEAR
Account
301 Organization
303 Miscellaneous
Intangible
Plant
304 Land and Land
Rights
305 Structures and
Improvements
306 Leasehold
Improvements
307 Equipment
308 Office
Furniture and
Equipment
309 Automobiles,
Other Vehicles
and Related
Garage
Equipment
310 Aircraft and
Airport
Equipment
311 Other Company
Property
---- --- --- --- ----
TOTAL None None
==== === === === ====
22) PROVIDE AN EXPLANATION OF THOSE CHANGES CONSIDERED MATERIAL:
None
<PAGE>
ANNUAL REPORT OF NEW ENGLAND ELECTRIC RESOURCES, INC.
For the Year Ended December 31, 1993
SCHEDULE IV
INVESTMENTS
INSTRUCTIONS: Complete the following schedule concerning investments.
Under Account 124 "Other Investments," state each investment
separately, with description, including, the name of issuing
company, number of shares or principal amount, etc.
BALANCE AT BALANCE AT
BEGINNING CLOSE
DESCRIPTION OF YEAR OF YEAR
ACCOUNT 123 - INVESTMENT IN ASSOCIATE COMPANIES
---- ----
TOTAL None None
==== ====
ACCOUNT 124 - OTHER INVESTMENTS
---- ----
TOTAL None None
==== ====
ACCOUNT 136 - TEMPORARY CASH INVESTMENTS
---- ----
TOTAL None None
==== ====
<PAGE>
ANNUAL REPORT OF NEW ENGLAND ELECTRIC RESOURCES, INC.
For the Year Ended December 31, 1993
SCHEDULE V
ACCOUNTS RECEIVABLE
INSTRUCTIONS: Complete the following schedule listing accounts receivable.
BALANCE AT BALANCE AT
BEGINNING CLOSE
OF YEAR OF YEAR
DESCRIPTION
ACCOUNT 143 - FEDERAL INCOME TAX BENEFIT
RECEIVABLE $39,300 $61,600
Other 28,740
---- -------
TOTAL $39,300 $90,340
==== =======
<PAGE>
ANNUAL REPORT OF NEW ENGLAND ELECTRIC RESOURCES, INC.
For the Year Ended December 31, 1993
SCHEDULE IX
MISCELLANEOUS DEFERRED DEBITS
INSTRUCTIONS: Provide detail of items in this account. Items less than
$10,000 may be grouped by class, showing the number of items
in each class.
BALANCE AT BALANCE AT
BEGINNING CLOSE
DESCRIPTION OF YEAR OF YEAR
ACCOUNT 186 - MISCELLANEOUS DEFERRED DEBITS
---- ----
TOTAL None None
==== ====
<PAGE>
ANNUAL REPORT OF NEW ENGLAND ELECTRIC RESOURCES, INC.
For the Year Ended December 31, 1993
SCHEDULE XI
PROPRIETARY CAPITAL
OUTSTANDING
NUMBER OF PAR OR STATED CLOSE OF PERIOD
ACCOUNT SHARES VALUE NO. OF TOTAL
NUMBER CLASS OF STOCK AUTHORIZED PER SHARE SHARES AMOUNT
201 COMMON STOCK ISSUED 10,000 $1 1,000 $1,000
INSTRUCTIONS: Classify amounts in each account with a brief explanation,
disclosing the general nature of transactions which give rise
to the reported amounts.
DESCRIPTION
AMOUNT
ACCOUNT 211 - MISCELLANEOUS PAID-IN CAPITAL (1) 265,000
ACCOUNT 215 - APPROPRIATED RETAINED EARNINGS
-------
TOTAL 265,000
=======
INSTRUCTIONS: Give particulars concerning net income or (loss) during the
year, distinguishing between compensation for the use of
capital owed or net loss remaining from servicing
non-associates per the General Instructions of the Uniform
Systems of Accounts. For dividends paid during the year in
cash or otherwise, provide rate percentage, amount of
dividend, date declared and date paid.
BALANCE AT NET INCOME BALANCE AT
BEGINNING OR DIVIDENDS CLOSE
DESCRIPTION OF YEAR (LOSS) PAID OF YEAR
ACCOUNT 216 -
UNAPPROPRIATED
RETAINED
EARNINGS $(81,806) $(118,071) None $(199,877)
------- -------- ---- --------
TOTAL $(81,806) $(118,071) None $(199,877)
======= ======== ==== ========
(1) Amount represents contributions in the form of non-interest bearing
subordinated notes issued from New England Electric System (NEES). As
of December 31, 1993, NEES was authorized to invest up to one million
dollars in the Company in the form of either subordinated non-interest
bearing notes, capital contributions or common stock.
<PAGE>
<TABLE>
ANNUAL REPORT OF NEW ENGLAND ELECTRIC RESOURCES, INC.
For the Year Ended December 31, 1993
SCHEDULE XII
LONG-TERM DEBT
(Not Applicable)
INSTRUCTIONS: Advances from associate companies should be reported separately for advances on notes, and
advances on open account. Names of associate companies from which advances were received
shall be shown under the class and series of obligation column. For Account 224 - Other
long-term debt provide the name of creditor company or organization, terms of the obligation,
date of maturity, interest rate, and the amount authorized and outstanding.
<CAPTION>
TERMS OF OBLIG DATE BALANCE AT BALANCE AT
CLASS & SERIES OF INTEREST AMOUNT BEGINNING DEDUCTIONS CLOSE
NAME OF CREDITOR OF OBLIGATION MATURITY RATE AUTHORIZED OF YEAR ADDITIONS (1) OF YEAR
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ACCOUNT 223 -
ADVANCES FROM
ASSOCIATE
COMPANIES: None
ACCOUNT 224 -
OTHER LONG-TERM
DEBT: None
---- ---- ---- ---- ----
TOTAL None
==== ==== ==== ==== ====
<FN>
(1) Give an explanation of deductions:
None
</TABLE>
<PAGE>
ANNUAL REPORT OF NEW ENGLAND ELECTRIC RESOURCES, INC.
For the Year Ended December 31, 1993
SCHEDULE XIII
CURRENT AND ACCRUED LIABILITIES
INSTRUCTIONS: Provide balance of notes and accounts payable to each
associate company. Give description and amount of
miscellaneous current and accrued liabilities. Items less
than $10,000 may be grouped, showing the number of items in
each group.
BALANCE AT BALANCE AT
BEGINNING CLOSE
DESCRIPTION OF YEAR OF YEAR
ACCOUNT 233 - NOTES PAYABLE TO ASSOCIATE
COMPANIES
---- ----
TOTAL None None
==== ====
ACCOUNT 234 - ACCOUNTS PAYABLE TO ASSOCIATE
COMPANIES
New England Electric System 120,650 $ 84,925
New England Power Company 3,949
New England Power Service Company 14,040
---- --------
TOTAL 120,650 $102,914
==== ========
ACCOUNT 242 - MISCELLANEOUS CURRENT AND
ACCRUED LIABILITIES
---- ----
TOTAL None None
==== ====
<PAGE>
ANNUAL REPORT OF NEW ENGLAND ELECTRIC RESOURCES, INC.
For the Year Ended December 31, 1993
SCHEDULE XIV
NOTES TO FINANCIAL STATEMENTS
INSTRUCTIONS: The space below is provided for important notes regarding
the financial statements or any account thereof. Furnish
particulars as to any significant contingent assets or
liabilities existing at the end of the year. Notes relating
to financial statements shown elsewhere in this report may
be indicated here by reference.
NEERI was incorporated under the laws of Massachusetts on
January 13, 1992. SEC approval was given under the Public
Utility Holding Company Act of 1935 on September 4, 1992 for
NEES to initially finance NEERI and for NEERI to engage in
consulting services. On April 1, 1994, the SEC issued an
additional order allowing NEERI to expand the types of
services it may offer to include performance of electrical
related services and to approve additional capital
contributions by New England Electric System.
<PAGE>
ANNUAL REPORT OF NEW ENGLAND ELECTRIC RESOURCES, INC.
For the Year Ended December 31, 1993
SCHEDULE XV
STATEMENT OF INCOME
ACCOUNT DESCRIPTION CURRENT PRIOR
YEAR YEAR
INCOME
458 Services rendered to nonassociate companies $ 58,609
421 Miscellaneous income or loss $ 52,157
-------- --------
TOTAL INCOME 58,609 52,157
-------- --------
EXPENSE
920 Salaries and wages
921 Office supplies and expenses
922 Administrative expense transferred - credit
923 Outside services employed 247,595 172,807
924 Property insurance
925 Injuries and damages
926 Employee pensions and benefits
930.1 General advertising expenses
930.2 Miscellaneous general expenses
931 Rents
932 Maintenance of structures and equipment
403 Depreciation and amortization expense
408 Taxes other than income taxes 456
409 Income taxes (70,915) (39,300)
410 Provision for deferred income taxes
411 Provision for deferred income taxes - credit
411.5 Investment tax credit
426.1 Donations
426.5 Other deductions
427 Interest on long-term debt
430 Interest on debt to associate companies
431 Other interest expense
-------- --------
TOTAL EXPENSE 176,680 133,963
-------- --------
NET INCOME OR (LOSS) $(118,071) $(81,806)
======== ========
<PAGE>
<TABLE>
ANNUAL REPORT OF NEW ENGLAND ELECTRIC RESOURCES, INC.
For the Year Ended December 31, 1993
ANALYSIS OF BILLING
NONASSOCIATE COMPANIES
ACCOUNT 458
<CAPTION>
DIRECT INDIRECT COMPENSATION EXCESS TOTAL
COST COST FOR USE TOTAL OR AMOUNT
NAME OF NONASSOCIATE COMPANY CHARGED CHARGED OF CAPITAL COST DEFICIENCY BILLED
458-1 458-2 458-3 458-4
<S> <C> <C> <C> <C> <C> <C>
United States Energy 8,728
Association (1)
Central Vermont Public
Service Corporation (2) 24,368
Green Mountain Power (3) 591
SEMIP Mexico Consulting (4) 3,000
Kemper Management Service (5) 18,172
Mr. Kiraly, Geza Public
& International Affairs (6) 3,750
------- ---- -- ------- ------ ------
TOTAL 58,609
======= ==== == ======= ====== ======
INSTRUCTION: Provide a brief description of the services rendered to each nonassociated company:
<FN>
(1) Consulting activities for the Hungarian Electric Companies.
(2) Impact evaluation of CVPS's residential new construction program.
(3) Consulting activities.
(4) Consulting on the subject of competitive procurement of electric generation.
(5) Consulting demand side management programs.
(6) Refrigerator Magnets for Hungarian Electric Companies.
</TABLE>
<PAGE>
ANNUAL REPORT OF NEW ENGLAND ELECTRIC RESOURCES, INC.
For the Year Ended December 31, 1993
DEPARTMENTAL ANALYSIS OF SALARIES
ACCOUNT 920
NAME OF DEPARTMENT NUMBER
PERSONNEL
Indicate each dept. or SALARY END OF
service function EXPENSE YEAR
None None
---- ----
TOTAL None None
==== ====
<PAGE>
ANNUAL REPORT OF NEW ENGLAND ELECTRIC RESOURCES, INC.
For the Year Ended December 31, 1993
OUTSIDE SERVICES EMPLOYED
ACCOUNT 923
INSTRUCTIONS: Provide a breakdown by subaccount of outside services
employed. If the aggregate amounts paid to any one payee
and included within one subaccount is less than $25,000,
only the aggregate number and amount of all such payments
included within the subaccount need be shown. Provide a
subtotal for each type of service.
RELATIONSHIP
"A"- ASSOCIATE
FROM WHOM PURCHASED ADDRESS "NA"- NON ASSOCIATE AMOUNT
ADMINISTRATIVE SERVICES
New England Power 25 Research Drive A $184,090
Service Company Westborough, MA 01582
Sherif Fam 36 Concord Ave. NA 45,002
Cambridge, MA 02138
9 Vendors* NA 18,503
(each under $25,000)
--------
TOTAL ADMINISTRATIVE SERVICES $247,595
========
*Includes $3,949 from New England Power Company, an associate.
<PAGE>
ANNUAL REPORT OF NEW ENGLAND ELECTRIC RESOURCES, INC.
For the Year Ended December 31, 1993
MISCELLANEOUS GENERAL EXPENSES
ACCOUNT 930.2
INSTRUCTIONS: Provide a listing of the amount included in Account 930.2,
"Miscellaneous General Expenses", classifying such expenses
according to their nature. Payments and expenses permitted
by Sections 321(b)(2) of the Federal Election Campaign Act,
as amended by Public Law 94-283 in 1976 (2 U.S.C. Section
441(b)(2)) shall be separately classified.
DESCRIPTION AMOUNT
None
----
TOTAL None
====
<PAGE>
ANNUAL REPORT OF NEW ENGLAND ELECTRIC RESOURCES, INC.
For the Year Ended December 31, 1993
TAXES OTHER THAN INCOME TAXES
ACCOUNT 408
INSTRUCTIONS: Provide an analysis of Account 408, "Taxes Other Than Income
Taxes". Separate the analysis into two groups: (1) other
than U.S. Government taxes, and (2) U.S. Government taxes.
Specify each of the various kinds of taxes and show the
amounts thereof. Provide a subtotal for each class of tax.
KIND OF TAX AMOUNT
1) OTHER THAN U.S. GOVERNMENT TAXES
Massachusetts State Tax None
-----
SUBTOTAL None
-----
2) U.S. GOVERNMENT TAXES None
-----
SUBTOTAL None
-----
TOTAL None
=====
<PAGE>
ANNUAL REPORT OF NEW ENGLAND ELECTRIC RESOURCES, INC.
For the Year Ended December 31, 1993
DONATIONS
ACCOUNT 426.1
INSTRUCTIONS: Provide a listing of the amount included in Account 426.1,
"Donations", classifying such expenses by its purpose. The
aggregate number and amount of all items of less than $3,000
may be shown in lieu of details.
NAME OF RECIPIENT PURPOSE OF DONATION NONE
----
TOTAL None
====
<PAGE>
ANNUAL REPORT OF NEW ENGLAND ELECTRIC RESOURCES, INC.
For the Year Ended December 31, 1993
OTHER DEDUCTIONS
ACCOUNT 426.5
INSTRUCTIONS: Provide a listing of the amount included in Account 426.5,
"Other Deductions", classifying such expenses according to
their nature.
DESCRIPTION NAME OF PAYEE NONE
----
TOTAL None
====
<PAGE>
ANNUAL REPORT OF NEW ENGLAND ELECTRIC RESOURCES, INC.
For the Year Ended December 31, 1993
SCHEDULE XVIII
NOTES TO STATEMENT OF INCOME
INSTRUCTIONS: The space below is provided for important notes regarding
the statement of income or any account thereof. Furnish
particulars as to any significant increase in services
rendered or expenses incurred during the year. Notes
relating to financial statements shown elsewhere in this
report may be indicated here by reference.
See Page 15
<PAGE>
ANNUAL REPORT OF NEW ENGLAND ELECTRIC RESOURCES, INC.
ORGANIZATION CHART
For the Year Ended December 31, 1993
Board of Directors
!
!
!
President
!
!
!
------------------------------
! !
! !
! !
Treasurer Clerk
<PAGE>
ANNUAL REPORT OF NEW ENGLAND ELECTRIC RESOURCES, INC.
For the Year Ended December 31, 1993
SIGNATURE CLAUSE
Pursuant to the requirements of the Public Utility Holding
Company Act of 1935 and the rules and regulations of the
Securities and Exchange Commission issued thereunder, the
undersigned company has duly caused this report to be signed on
its behalf by the undersigned officer thereunto duly
authorized.
New England Electric Resources, Inc.
---------------------------------
(Name of Reporting Company)
By: s/ J.G. Cochrane
-------------------------------
(Signature of Signing Officer)
J.G. Cochrane Treasurer
-------------------------------------------
(Printed Name and Title of Signing Officer)
Date: April 29, 1994
--------------
