UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1994
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number 1-8858
UNITIL Corporation
(Exact name of registrant as specified in its charter)
New Hampshire 02-0381573
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
216 Epping Road, Exeter, New Hampshire 03883-4571
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (603) 772-0775
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Exchange on Which Registered
Common Stock, No Par Value American Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: NONE
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.
Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy
or information statements incorporated by reference in Part III of this
Form 10-K or any amendments to this Form 10-K [ X ]
Based on the closing price of March 1, 1995, the aggregate market value
of common stock held by non-affiliates of the registrant was
$63,856,766.
The number of common shares outstanding of the registrant was 4,281,140
as of March 1, 1995.
Documents Incorporated by Reference:
Portions of the 1994 Annual Report to Shareholders are incorporated by
reference into Parts II and IV of this Report.
Portions of the Proxy Statement relating to the Annual Meeting of
Shareholders to be held April 20, 1995, are incorporated by reference
into Part III of this Report.
PART I
Item 1. Business.
General
UNITIL Corporation (the Company), a registered public utility
holding company, was incorporated under the laws of The State of New
Hampshire on September 7, 1984. Through Concord Electric Company
(CECo), Exeter & Hampton Electric Company (E&H), Fitchburg Gas and
Electric Light Company (FG&E) and UNITIL Power Corp. ( UNITIL
Power), all of which are wholly owned utility subsidiaries of the
Company, the Company's principal business is the purchase,
transmission, distribution and sale of electricity at retail, and
the distribution and sale of natural gas at retail by FG&E. The
Company was initially incorporated in connection with a business
combination between CECo and E&H, which became subsidiaries of the
Company on January 23, 1985 through a share exchange. Prior to
this share exchange, the Company conducted no business operations
and had no assets. FG&E became a wholly owned subsidiary of the
Company by a "pooling of interests" merger between FG&E and the
Company on April 28, 1992. UNITIL Power, a New Hampshire
corporation incorporated on October 9 , 1984, is the wholesale
supplier of electricity to CECo and E&H. The Company has three
additional subsidiaries: UNITIL Realty Corp. (UNITIL Realty),
UNITIL Service Corp. (UNITIL Service) and UNITIL Resources, Inc.
(UNITIL Resources). The Company's principal executive office is
located at 216 Epping Road, Exeter, New Hampshire 03833-4571.
(Telephone (603) 772-0775)
CECo, a New Hampshire corporation incorporated in 1901, is
engaged in the purchase, transmission, distribution and sale of
electricity at retail to approximately 25,200 customers in the City
of Concord, which is the state capital, and twelve surrounding
towns, all in New Hampshire. CECo's service area consists of
approximately 240 square miles in the Merrimack River Valley of
south central New Hampshire. The service area includes the City of
Concord and major portions of the surrounding towns of Bow,
Boscawen, Canterbury, Chichester, Epsom, Salisbury and Webster, and
limited areas in the towns of Allenstown, Dunbarton, Hopkinton,
Loudon and Pembroke. The total estimated population of CECo's
service area is 79,000.
CECo serves residential, commercial and industrial customers.
The State of New Hampshire's government operations are located
within CECo's service area, including the executive, legislative,
judicial branches and offices and facilities for all major state
government services. In addition, CECo's service area is a retail
trading center for the north central part of the state and has over
sixty diversified businesses relating to insurance, printing,
electronics, granite, belting, plastic yarns, furniture, machinery,
sportswear and lumber. Of CECo's 1994 retail electric revenues,
approximately 35% was derived from residential sales, 52% from
commercial and non-manufacturing sales, 11% from
industrial/manufacturing sales and 2% from other sales.
E&H, a New Hampshire corporation incorporated in 1908, is
engaged in the purchase, transmission, distribution and sale of
electricity at retail to approximately 36,250 customers in Exeter
and in all or part of seventeen surrounding towns, all in New
Hampshire. E&H's service area consists of approximately 168 square
miles in southeastern New Hampshire. The service area includes all
of the towns of Atkinson, Danville, East Kingston, Exeter, Hampton,
Hampton Falls, Kensington, Kingston, Newton, Plaistow, Seabrook,
South Hampton and Stratham, and portions of the towns of Derry,
Brentwood, Greenland, Hampstead and North Hampton. The total
estimated population in E&H's service area is 114,000.
E&H serves residential, commercial and industrial customers.
Commercial and industrial customers are quite diversified and
include retail stores, shopping centers, motels, farms, restaurants,
apple orchards and office buildings, as well as manufacturing firms
engaged in the production of sportswear, automobile parts and
electronic components. It is estimated that there are over 150,000
daily summer visitors to E&H's territory, which includes several
popular resort areas and beaches along the Atlantic Ocean. Of E&H's
1994 retail electric revenues, approximately 48% was derived from
residential sales, 40% from commercial and non-manufacturing sales,
10% from industrial/manufacturing sales and 2% from other sales.
FG&E, a Massachusetts corporation organized in 1852, is an
operating public utility providing electric and natural gas service
in the City of Fitchburg and several surrounding communities.
FG&E's service area encompasses approximately 170 square miles in
north central Massachusetts.
Electric service is supplied by FG&E to approximately 25,300
customers in the communities of Fitchburg, Ashby, Townsend and
Lunenburg. The estimated population of FG&E's service area is
82,000. FG&E provides electric service to residential, commercial,
and industrial customers. FG&E's industrial customers include paper
manufacturing and allied products companies, rubber and plastics
manufacturers, chemical products companies and printing, publishing
and allied industries. Of FG&E's 1994 electric revenues,
approximately 36% was derived from residential sales, 34% from
commercial and non-manufacturing sales, 28% from
industrial/manufacturing sales and 2% from other sales.
Natural gas service is supplied by FG&E to approximately 15,000
customers in the communities of Fitchburg, Lunenburg, Townsend,
Ashby, Gardner and Westminster, all located in Massachusetts. Of
FG&E's 1994 gas operating revenues, approximately 56% was derived
from residential sales, 24% from commercial sales, 13% from firm
sales to industrial customers, and 7% from interruptible sales
(which are sales to customers who possess alternative energy sources
and who use gas on an as-available basis). Approximately 30% of
FG&E's industrial gas revenue was derived from firm sales to paper
manufacturing and allied products companies. The industrial gas
revenue was derived from firm sales to fabricated metal products
manufacturers, rubber and plastics manufacturers, primary iron
manufacturers and other miscellaneous industries.
Natural gas sales in New England are seasonal, and the
Company's results of operations reflect this seasonality.
Accordingly, results of operations are typically positively impacted
by gas operations during the five heating season months from
November through March of the following year. Electric sales in New
England are far less seasonal than natural gas sales; however, the
highest usage typically occurs in the summer and winter months due
to air conditioning and heating requirements, respectively.
UNITIL Power, a New Hampshire corporation incorporated in 1984,
is the full requirements wholesale supplier of electricity to CECo
and E&H. (See Energy Requirements and Regulation and Rates.)
UNITIL Realty, a New Hampshire corporation incorporated in
1986, was established to acquire real estate to support the growth
and expansion of the Company's utility business. UNITIL Realty,
until February 1995, owned the Company's corporate headquarters and
related land located on Epping Road in Exeter, New Hampshire. This
property was taken by the State of New Hampshire, through eminent
domain, for the planned expansion of Route 101. (See "Capital
Requirements" under Item 1 of this report)
UNITIL Resources, a New Hampshire corporation incorporated in
1993, provides consulting and other services on energy related
matters to non-affiliates. These services include power marketing,
financial, accounting, regulatory and related operational services.
UNITIL Service, a New Hampshire corporation incorporated in
1984, supplies centralized professional and support services to
the UNITIL System of Companies.
Franchises and Competition
CECo and E&H each hold franchises from the New Hampshire Public
Utilities Commission (NHPUC) to serve their respective areas. Such
franchises are currently exclusive. The NHPUC has the authority,
which it has never exercised, to grant competing franchises. There
is legislative authority which permits New Hampshire municipalities
to engage in the production and sale of electricity, including the
power to condemn the plant and property of any existing public
utility which is located within the municipality. The Company knows
of no such movement in any municipality served by either CECo or E&H
to enter into the production or purchase and sale of electricity.
CECo and E&H compete at retail with distributors of other forms of
energy, including gas and fuel oil, throughout the territories
served.
While franchise rights of FG&E are non-exclusive,
statutes restrict competition from other companies without approval
of the Massachusetts Department of Public Utilities (MDPU). Under
the laws of Massachusetts, a municipality by appropriate vote of its
residents may enter the gas or electric business and purchase the
facilities of the utility serving such municipality if the company
is willing to sell. If the utility is unwilling to sell, the
municipality may construct a plant or acquire one from another
source. No municipality has taken any such action in Massachusetts
in recent years. FG&E competes at retail with distributors of other
forms of energy; principally unregulated fuel oil and propane gas
retailers, throughout the territories served.
UNITIL and the electric utility industry are facing increased
competitive pressure in both wholesale and retail markets due to
economic, social and political forces. They include legislative and
regulatory changes, technological advances, consumer demands and
environmental factors. Competition at the wholesale level has
existed for a number of years, and has been increasing as a result
of the passage of the Energy Policy Act of 1992 (EPACT), initiatives
in transmission pricing and policy at the Federal Energy Regulatory
Commission (FERC), and greater contracting activity among utility
and non-utility suppliers. As a purchaser of electric energy for
resale to customers, wholesale competition has provided the UNITIL
Companies with many opportunities for achieving significant power
supply savings for customers.
The electric utility industry and the regulatory agencies
responsible for its regulation are presently involved in various
discussions and initiatives relative to competition in the industry.
The NHPUC is currently considering a petition to allow sales of
electricity by a power marketer to certain industrial customers in
the franchise territory of an investor-owned New Hampshire utility.
Although the power marketer is not proposing to sell in CECo's or
E&H's service territories, the NHPUC could adopt policies in this
proceeding endorsing or allowing greater competition within retail
electric utilities' service territories. The NHPUC is also
sponsoring a series of roundtable discussions with the New Hampshire
legislature, utilities, industrial customers and other interested
parties to explore the potential for increased competition in the
retail sale of electricity in New Hampshire.
In Massachusetts, the MDPU has opened an investigation into the
restructuring of the Massachusetts electric industry to consider how
the industry and regulators should respond to the increasing
pressures for competition.
Although the Company cannot predict the outcome of these
legislative changes and regulatory proceedings or the similar
changes and proceedings which are underway in many states, the
Companies do believe that increasing competition in the industry is
inevitable, and that the Companies are well positioned to respond
positively to that competition.
Rates and Regulation
The Company is registered with the Securities and Exchange
Commission (SEC) as a holding company under the Public Utility
Holding Company Act of 1935 (1935 Act), and it and its subsidiaries
are subject to the provisions of the 1935 Act. The Company and its
subsidiaries , where applicable, are subject to regulation by the
Federal Energy Regulatory Commission (FERC), the NHPUC and the MDPU
with respect to rates, adequacy of service, issuance of securities,
accounting and other matters. UNITIL Power, as a wholesale utility,
is subject to rate regulation by the FERC. Both CECo and E&H, as
retail electric utilities in New Hampshire, are subject to rate
regulation by the NHPUC, and FG&E is subject to MDPU regulation
with respect to gas and electric retail rates, and FERC regulation
with respect to New England Power Pool (NEPOOL) interchanges and
other wholesale sales of electricity.
The revenues of the Company's three retail operating
subsidiaries are collected pursuant to rates on file with the NHPUC,
the MDPU and, to a minor extent, the FERC. In general, retail
rates are comprised of a base rate component, established during
comprehensive base rate cases, and various periodic rate adjustment
mechanisms, which track and reconcile particular expense elements
with associated collected revenues. The majority of the System's
utility operating revenues are collected under various rate
adjustment mechanisms, including revenues collected from customers
for fuel, purchased power, cost of gas, and demand-side management
program costs.
The UNITIL System Agreement (System Agreement), as approved by
the FERC, governs wholesale sales by UNITIL Power to its New
Hampshire retail distribution affiliates, CECo and E&H, and provides
for recovery by UNITIL Power of all costs incurred in the provision
of service. UNITIL Power has continued to adjust its wholesale
rates every six months in accordance with the System Agreement, and
CECo and E&H have continued to file corresponding semi-annual
changes in their retail fuel and purchased power adjustment clauses
with the NHPUC for approval.
FG&E also files a quarterly electric fuel charge and a
semi-annual gas adjustment factor with the MDPU for approval to
adjust its rates for changes in fuel and gas related costs.
Although all of FG&E's fuel costs and the largest portion of its
purchased power costs are fully recovered under the Department's
Electric Fuel Charge regulations, FG&E's electric generation
entitlements are subject to annual performance reviews. Performance
targets are filed by FG&E in advance and approved by the Department,
and in January of each year FG&E files data on actual unit
performance for the prior November to October period. The
Department will investigate reasons why units failed to meet target
performance criteria, and has in some cases disallowed recovery of
replacement power costs for unplanned outages which the Department
deemed to be due to imprudent operations or actions.
The last comprehensive regulatory proceedings to increase base
rates for the Company's retail operating subsidiaries were in 1985
for CECo, 1984 for FG&E, and 1982 for E&H.
In November, 1993, FG&E made a voluntary proposal before the
MDPU to reduce its base rates charged to customers. This proposal
was made in conjunction with a $19 million long-term note financing
completed by FG&E in late 1993, and shared the savings resulting
from the financing through a reduction in base rates. The MDPU
approved FG&E's proposal and the rate reduction became effective on
December 1, 1993. As a result, the first full year impact of this
rate reduction is reflected in the Company's 1994 operating results.
FG&E, the Company's combination gas and electric retail
operating subsidiary, has been incurring FERC-approved transition
charges from interstate pipeline suppliers, resulting from the
transition to a comprehensive set of new regulations under FERC
Order 636 (See "Resource Planning" below). In June, 1994, the MDPU
opened an investigation for the purpose of setting standards for the
recovery by Massachusetts gas utilities of FERC Ordered 636-related
transition costs billed by interstate pipeline companies. On March
8, 1995, the DPU issued its final Order in this proceeding, which
authorized and directed all gas utilities to recover Order
636-related transition costs as incurred through the cost of gas
adjustment mechanism on a flat volumetric rate. Through the end of
1994, the amount of transition costs incurred by FG&E totaled
approximately $1.7 million. These costs have been recovered
directly from FG&E's gas customers through the cost of gas
adjustment mechanism. Based on estimates included in rate filings
before the FERC, and on other publicly available information, it is
estimated that FG&E may incur up to an additional $1.7 million of
transition costs in future years. FG&E expects full recovery of
these costs through billings to customers.
Resource Planning
Within both New Hampshire and Massachusetts state
jurisdictions, the Company's utility operating subsidiaries are
subject to regulatory review of their forecasting, planning, and
long term resource acquisition processes. The operating companies
are required to file resource planning documents and plans every two
years, in accordance with Integrated Resource Management (IRM) rules
in Massachusetts and the Integrated Resource Planning (IRP) process
in New Hampshire. Additionally, the operating companies are
currently required to file annually comprehensive Demand-Side
Management Program Plans with their respective state regulatory
commissions.
Electric Resource Planning
In New Hampshire, an IRP was filed with the NHPUC on April 30,
1994. The NHPUC approved the IRP on February 22, 1995. On October
1, 1993, E&H and CECo filed the 1994 DSM Program Plan. In December,
1993, the NHPUC issued an Order providing for the continuation of
the 1993 programs into 1994, and the review of the 1994 Program Plan
during the first quarter of 1994. Based on its review of the 1994
Program Plan the NHPUC approved and 18-month DSM program commencing
July 1, 1994. The 1995/96 DSM Program Plan was filed with the NHPUC
on February 1, 1995.
In Massachusetts, FG&E filed its first IRM with the MDPU on
August 3, 1992. In January 1993, FG&E filed a Comprehensive
Settlement of Phase I of the IRM process. On November 15, 1993, FG&E
made its Phase III IRM filing, in which it proposed DSM programs for
1994-1995, and supply side initiatives. On February 15, 1994, the
MDPU approved this filing, authorized the DSM programs to proceed,
and approved the supply resources.
Gas Resource Planning
. The MDPU requires that gas companies file long term gas
forecasts and resource plans consistent with IRP principles, and
further requires that all contracts in excess of one year be filed
for approval in advance. FG&E filed a gas IRP on July 29, 1994.
The MDPU has initiated a review of FG&E's gas IRP. The MDPU review
is expected to be completed by the end of 1995.
Under FERC Order 636, issued in 1992, Tennessee Gas Pipeline
Company (TGP), FG&E's former sole supplier of pipeline services,
was required to unbundle its transportation services and its sales
services, and all Local Distribution Companies (LDCs) were required
to arrange for a portfolio of transport, storage and supply
contracts to meet customer requirements. In 1992, FG&E converted
approximately half of its TGP sales service to transportation only
service, and on October 1, 1992 began purchasing gas supply from new
sources pursuant to two new long term contracts approved by the
MDPU. In 1993, the company filed two additional contracts with the
MDPU under which the remainder of its bundled supply service from
TGP was converted to transportation only services. The contracts
went into effect on November 1, 1993 and approved by the MDPU on
March 30, 1994.
Energy Requirements
CECo, E&H, FG&E and UNITIL Power are members of NEPOOL. Under
the NEPOOL Agreement, to which virtually all New England electric
utilities are parties, substantially all operation and dispatching
of electric generation and bulk transmission capacity in New England
is performed on a regional basis. The NEPOOL Agreement imposes
generating capacity and reserve obligations and provides for the use
of major transmission facilities and payments associated therewith.
Each company's capability responsibility under NEPOOL involves
carrying an allocated share of New England capacity requirements
which is determined for each six-month period based on regional
reliability criteria. UNITIL Power, as the full requirements
supplier to CECo and E&H, has a capability responsibility as of
December, 1994 of 215.84 MW and a corresponding peak demand of
190.84 MW that occurred on July 21, 1994. FG&E's capability
responsibility as of December 1994 was 91.34 MW, with a
corresponding peak demand of 77.14 MW that occurred on July 21,
1994.
To meet the needs of CECo and E&H, UNITIL Power has contracted
for generating capacity and energy and for associated transmission
services as needed to meet NEPOOL requirements and to provide a
diverse and economical energy supply. UNITIL Power's purchases are
from various utility and non-utility generating units using a
variety of fuels and from several utility systems in the U.S. and
Canada. For the twelve months ending December 31,1994, UNITIL
Power's energy needs were provided by the following fuel sources:
nuclear (45%), oil (23%), coal (17%), gas (7%), wood and refuse
(5%) , hydro (1%), and system and other (2%).
FG&E meets its capacity requirements through ownership
interests and power purchase contracts. FG&E's purchases are from
various utility and non-utility generating units using a variety of
fuels and from several utility systems in the U.S. and Canada. For
the twelve months ending December 31, 1994, FG&E's energy needs,
including generation from joint-owned units, were provided from the
following fuel sources: nuclear (37%), oil (25%), wood (26%), hydro
(5%), coal (2%) and system and other (5%).
FG&E has a 4.5% ownership interest, or 20.12 MW, in an oil and
natural gas-fired generating plant in New Haven, Connecticut, which
is operated by The United Illuminating Company, the plants' majority
owner. FG&E also has a 0.1822% ownership interest, or 1.13 MW, in an
oil-fired generating plant in Yarmouth, Maine, which is operated by
Central Maine Power Company as the majority owner, and a 0.217%
ownership interest, or 2. 5 MW, in the Millstone 3 nuclear unit
operated by Northeast Utilities, parent of the principal owners of
that unit. In addition, FG&E operates an oil-fired combustion
turbine with a current capability of 26.6 MW under a long-term
financing lease.
.
Fuel Supply
Oil. Approximately 25% of FG&E's and 23% of UNITIL Power's
electric power in 1994 was provided by oil-fired units, some of
which are owned by FG&E. Most fuel oil used by New England
electric utilities is acquired from foreign sources and is subject
to interruption and price increases by foreign governments.
Coal. Approximately 2% of FG&E's and 17% of UNITIL Power's
1994 requirements were from coal-burning facilities. The facilities
generally purchase their coal under long term supply agreements with
prices tied to economic indices. Although coal is stored both
on-site and by fuel suppliers, long term interruptions of coal
supply may result in limitations in the production of power or fuel
switching to oil and thus result in higher energy prices.
Nuclear. FG&E has a 0.217% ownership interest in Millstone
Unit No. 3 (the Unit). The Unit has contracted for certain segments
of the nuclear fuel production cycle through various dates. This
cycle includes, among other things, mining, enrichment and disposal
of used fuel. Contracts for various segments of the fuel cycle will
be required in the future, and their availability, prices and terms
cannot now be predicted.
Pursuant to the Nuclear Waste Policy Act of 1982, the
participants in Millstone 3 were required to enter into contracts
with the United States Department of Energy, prior to the operation
of that Unit, for the transport and disposal of spent fuel at a
nuclear waste repository. Under the Act, a national repository for
nuclear waste was anticipated to be in operation by 1998. FG&E
cannot predict whether the Federal government will be able to
provide interim storage or permanent disposal repositories for spent
fuel.
Gas Operations and Supply
FG&E distributes gas purchased from domestic and Canadian
suppliers under long term contracts as well as gas purchased from
producers and marketers on the spot market. The diversity and
flexibility of supply reflects FG&E's commitment to securing a
reliable gas supply at the lowest possible cost. The following
tables summarize actual gas purchases by source of supply and the
cost of gas sold for the years 1992 through 1994:
<TABLE>
<CAPTION>
Sources of Gas Supply
(Expressed as percent of total MMBtu of gas purchased)
<S> <C> <C> <C>
Natural Gas: 1994 1993 1992
Domestic firm ...................... 81.9% 58.4% 19.8%
Canadian firm ....................... 6.2% 11.0% 8.1%
Domestic spot market .......... 9.0% 25.2% 68.4%
Total natural gas ...................... 97.1% 94.6% 96.3%
Supplemental gas ........................ 2.9.% 5.4% 3.7%
Total gas purchases ................... 100.0% 100.0% 100.0%
</TABLE>
<TABLE>
<CAPTION>
Cost of Gas Sold
1994 1993 1992
<S> <C> <C> <C>
Cost of gas purchased and sold per MMBtu $3.47 $3.78 $3.75
Percent Increase (Decrease) from prior year (8.2)% 0.8% 6.8%
</TABLE>
Under Order 636, issued by the FERC in 1992, FG&E's former sole
supplier of pipeline services, TGP, was required to unbundle its
transportation services and its sales services. As a result, all
Local Distribution Companies (LDCs)now arrange for a portfolio of
transport, storage and supply contracts to meet customer
requirements.
In 1993, FG&E added two long term purchases of gas supply that
replaced supplies previously provided by TGP. These contracts expire
on October 1999 and October 1996 respectively. The MDPU approved
these contracts in March 1994. FG&E also has underground storage
contracts which provide significant natural gas storage capacity.
TGP also provides FG&E with underground storage. FG&E has firm
transportation agreements with TGP for delivery of storage gas .
As a supplement to pipeline natural gas, FG&E owns a propane
air gas plant and has under a financial lease a liquefied natural
gas (LNG) storage and vaporization facility. These plants are used
principally during peak load periods to augment the supply of
pipeline natural gas.
Environmental Matters
The Company does not expect that compliance with environmental
laws or regulations will have a material effect on its business, or
the businesses of its subsidiaries. The Company does not know
whether, or to what extent, such regulations may affect it or its
subsidiaries by impinging on the operations of other electric and
gas utilities in New England.
UNITIL Power and FG&E purchase wholesale capacity and energy
from a diverse group of suppliers using various fuel sources and
FG&E has ownership interests in certain generating plants. Some of
the purchase power contracts contain cost adjustment provisions that
may allow the supplier to pass through environmental remediation
costs. The Company has not been informed whether any of these
suppliers are likely to incur significant environmental remediation
costs and, if so, which if any such costs may be passed through.
For many years, the Company's combination gas and electric
operating subsidiary, FG&E, and a former subsidiary of FG&E,
operated coal gasification plants in Fitchburg (the Sawyer Passway
Site) and Gardner (the Logan Street Site), Massachusetts. During
the last several years, FG&E has been working with federal and state
agencies and other responsible parties to assess the environmental
contamination in the vicinity of the sites as a result of historical
gas manufacturing operations. Based on information developed over
the last several years, it had been discovered that there was some
environmental contamination at the Fitchburg site which will require
continuing assessment as well as potential remedial action in the
future. The DEP has classified the Sawyer Passway Site as a
confirmed hazardous waste site, which will require compliance under
the DEP Massachusetts Contingency Plan (MCP) regulations.
New MCP regulations were issued by the DEP in June, 1993, and
took effect October 1, 1993. Under the regulations, FG&E has five
years from the date of a hazardous waste TIER classification permit
to complete the remediation effort at the Sawyer Passway Site. The
new procedures include site ranking, the use of a State Licensed
Site Professional, and compliance with various other new
applications, reporting, and enforcement procedures. Based on work
done with the DEP during 1994 in compliance with the MCP
regulations, FG&E received notification of the Sawyer Passway Site
TIER classification permit in December, 1994. The five year
remediation clock will commence in 1995. Also in coordination with
the DEP requirements, FG&E will conduct a preliminary site
assessment of the Logan Street Site in 1995. Because the assessment
process is at an early stage at both sites, the Company cannot
currently predict the magnitude or timing of required expenditures
for any future site analysis and remediation.
The costs of such assessment, and any remedial action taken in
connection with testing, analysis and remediation work at these
sites, are initially funded internally and then recovered under a
rate recovery mechanism approved by the MDPU. This rate recovery
mechanism provides for the deferral of environmental costs, and
subsequent recovery through future rates over succeeding seven-year
periods. Any recovery that FG&E receives from insurance or third
parties, with respect to the environmental response costs incurred
by it, will be split equally between FG&E and its customers, through
an appropriate adjustment to the rate recovery mechanism.
Capital Requirements
The UNITIL System companies primarily require capital for the
acquisition of property, plant & equipment to improve, protect,
maintain and expand their electric and gas operating systems.
Capital expenditures were approximately $9.2 million in 1994, and
$7.9 million in 1993 and 1992. These levels of capital expenditures
reflect increasing sales and customer growth in 1994 and 1993 and
planned utility system improvements.
In 1995, capital expenditures are expected to increase by about
$5.9 million, compared to the prior year, to a total capital
expenditure level of $15.1 million. This projected increase of $5.9
million primarily reflects additional capital expenditures of
approximately $3.4 million for the commencement of construction of a
new corporate headquarters, as well as an increase in capital
expenditures of approximately $2.5 million for planned utility
system expansions, replacements and other improvements. T he Company
currently estimates that capital expenditures of approximately $6
million will be required over a two year period for the completion
of the new corporate headquarters in 1996.
In late 1993, UNITIL Realty, the Company's wholly-owned real
estate subsidiary, first received written notice that the State of
New Hampshire intended to acquire the Company's corporate
headquarters and related land (the Property) by purchase or
condemnation in connection with the State of New Hampshire's Route
101 highway expansion project. On February 2, 1995, UNITIL Realty
received a formal Notice of Offer from the State for the purchase of
the Property for $2 million. The Company did not accept the State's
offer based on the results of an independent appraisal conducted for
the Company which valued the Property significantly in excess of the
State's offer. As prescribed by statue, the State initiated an
eminent domain procedure by filing a declaration of taking with the
New Hampshire Board of Tax and Land Appeals (the Board) on February
13, 1995, and depositing with the Board the offer price of $2
million. UNITIL Realty has withdrawn these funds from the Board
without prejudice as to the Appeal process, and on March 17, 1995
the funds were used to pay in full all principal and interest due on
the note secured by the mortgage on the Property.
Financing Activities
On October 14, 1994, CECO sold $6,000,000 of its 30-year Series
I First Mortgage Bonds and E&H sold $9,000,000 of its 30-year Series
K First Mortgage Bonds to an institutional investor at par, bearing
an interest rate in each case of 8.49%. CECo and E&H used the
proceeds of these issuances to repay short-term indebtedness,
incurred to fund their construction programs, and to redeem higher
cost long term debt issues prior to maturity. CECo's redemptions
totaled $2,430,000 and included: $930,000 of Series D First
Mortgage Bonds, 8.79%; and $1,500,000 of Series G First Mortgage
Bonds, 9.85%. E&H's redemptions totaled $3,565,000 and included:
$1,235,000 of Series F First Mortgage Bonds , 8.70%; $930,000 of
Series G First Mortgage Bonds, 8.875%; and $1,400,000 of Series I
First Mortgage Bonds, 9.85%.
The Company currently has unsecured committed bank lines for
short-term debt aggregating $11,000,000 with three banks for which
it pays commitment fees. Further, the Company has an unsecured
guidance line of credit for short-term debt, on a "when available"
basis, aggregating $3,000,000 with one bank, for which it pays no
commitment fees. The average interest rate on all short-term
borrowings outstanding during 1994 was 4.43%.
Employee Relations
As of December 31, 1994, the Company and its subsidiaries had
317 full-time employees. The Company considers its relationship
with its employees to be good and has not experienced any major
labor disruptions since the early 1960's.
There are 126 employees represented by labor unions. In 1994,
two of UNITIL's retail operating subsidiaries, CECo and FG&E,
reached new three year pacts with their respective employees covered
by collective bargaining agreements. The agreements provide for
discreet salary adjustments, established work practices and provided
uniform benefit packages. Under the terms of its existing
collective bargaining agreement, UNITIL's third retail operating
subsidiary, E&H, is currently negotiating a new collective
bargaining agreement to take effect on May 31, 1995.
The Company and its subsidiaries, where applicable, have in
effect funded Retirement Plans and related Trust Agreements
providing retirement annuities for participating employees at age
65. The Company's policy is to fund the pension cost accrued. (See
Note 9 of Notes to Consolidated Financial Statements contained in
Exhibit 13.1.)
Executive Officers of the Registrant
The names, ages and positions of all of the executive officers
of the Company as of March 1, 1995 are listed below, along with a
brief account of their business experience during the past five
years. All officers are elected annually by the Board of Directors
at the Directors' first meeting following the annual meeting which
is held on the third Thursday in April, or at a special meeting held
in lieu thereof. There are no family relationships among these
officers, nor is there any arrangement or understanding between any
officer and any other person pursuant to which the officer was
selected. Officers of the Company also hold various Director and
Officer positions with subsidiary companies.
Name, Age Business Experience
and Position During Past 5 years
Peter J. Stulgis, 44, Mr. Stulgis has been a Director
Chairman of the Board of of the Company since its
Directors incorporation in 1984, and
and Chief Executive Officer Chairman of the Board and Chief
Executive Officer since 1992.
From 1987 - 1992, Mr. Stulgis
was Executive Vice President and
Chief Financial Officer of the
Company.
Michael J. Dalton, 54, Mr. Dalton has been a Director,
President and President and Chief Operating
Chief Operating Officer Officer of the Company since its
incorporation in 1984.
Gail A. Siart, 36, Ms. Siart was promoted to Chief
Chief Financial Officer, Financial Officer in 1994. Ms.
Secretary and Treasurer Siart has been Secretary of the
Company since 1988 and Treasurer
since 1992. Prior to being
elected Treasurer in 1992, Ms.
Siart was the System's
Subsidiary Treasurer since 1988.
James G. Daly, 37 Mr. Daly was promoted to Senior
Senior Vice President Vice President of UNITIL Service
Energy Resources in 1994. Mr. Daly was Vice
UNITIL Service President of UNITIL Service from
1992 to 1994, and Asst. Vice
President of UNITIL Service from
1988 to 1992.
George R. Gantz, 43 Mr. Gantz was promoted to Senior
Senior Vice President Vice President of UNITIL Service
Business Development in 1994. Mr. Gantz was Vice
UNITIL Service President of UNITIL Service from
1989 to 1994, and Asst. Vice
President of UNITIL Service from
1986 to 1989.
Item 2. Properties
CECo's distribution service center building and adjoining
administration building, totaling 37,560 square feet of office,
warehouse and garage area, are located on land in the City of
Concord owned by CECo in fee. CECo's sixteen electric distribution
substations constitute 83,900 KVA of capacity for the transformation
of electric energy from the 34.5 KV transmission voltage to primary
distribution voltage levels. The electric substations are, with one
exception, located on land owned by CECo in fee. The sole exception
is located on land occupied pursuant to a perpetual easement.
CECo has in excess of 39 pole miles of 34.5 KV electric
transmission facilities located, with minor exceptions, either on
land owned by CECo in fee or on land occupied pursuant to perpetual
easements. CECo also has 607 pole miles of overhead electric
distribution primary voltage lines and approximately 90 cable miles
of underground primary voltage lines. The electric distribution
lines are located in, on or under public highways or private lands
pursuant to lease, easement, permit, municipal consent, tariff
conditions, agreement or license, expressed or implied through use
by CECo without objection by the owners. In the case of certain
distribution lines, CECo owns only a part interest in the poles upon
which its wires are installed, the remaining interest being owned by
telephone and telegraph companies.
Additionally, CECo owns in fee 137.7 acres of land located on
the east bank of the Merrimack River in the City of Concord. Of the
total acreage, 81.2 acres are located within an industrial park
zone, as specified in the zoning ordinances of the City of Concord.
The physical properties of CECo (with certain exceptions) and
its franchises are subject to the lien of its Indenture of Mortgage
and Deed of Trust, as supplemented, under which the respective
series of First Mortgage Bonds of CECo are outstanding.
E&H's distribution and engineering service center building is
located on land owned by E&H in fee. E&H's fourteen electric
distribution substations, together with a 5,000 KVA mobile
substation, constitute 91,400 KVA of capacity for the transformation
of electric energy from the 34.5 KV transmission voltage to primary
distribution voltage levels. The electric substations are located
on land owned by E&H in fee.
E&H has in excess of 68 pole miles of 34.5 KV electric
transmission facilities located on land either owned or occupied
pursuant to perpetual easements. E&H also has 681 pole miles of
overhead electric distribution primary voltage lines and
approximately 69 cable miles of underground primary voltage lines.
The electric distribution lines are located in, on or under public
highways or private lands pursuant to lease, easement, permit,
municipal consent, tariff conditions, agreement or license,
expressed or implied through use by E&H without objection by the
owners. In the case of certain distribution lines, E&H owns only a
part interest in the poles upon which its wires are installed, the
remaining interest being owned by telephone and telegraph companies.
Certain physical properties of E&H and its franchises are
subject to the lien of its Indenture of Mortgage and Deed of Trust,
as supplemented, under which the respective series of First Mortgage
Bonds of E&H are outstanding.
FG&E owns a propane gas plant and leases an LNG plant,
both of which are located on land owned by it in fee. The Company
has entered into agreements for joint ownership with others of one
nuclear and two fossil fuel generating facilities. At December 31,
1993, the electric properties of the Company consisted principally
of 70 miles of transmission lines, 18 transmission and distribution
substations with a total capacity of 292,150 KVA (one thousand
volt-amperes) and 646 miles of distribution lines. Electric
transmission facilities (including substations) and steel, cast iron
and plastic gas mains owned by the Company are, with minor
exceptions, located on land owned by the Company in fee or occupied
pursuant to perpetual easements. The Company leases its service
building, and its combustion turbine electric peaking generator and
LNG facility. (See Business - Electric Operations and Energy Supply
and Gas Operations and Supply above for additional information
regarding the Company's plants, facilities and gas mains and
services.)
UNITIL Realty was, until February 13, 1995, the owner of the
Company's corporate headquarters and 36 acres of related land
located in the Town of Exeter, New Hampshire. On that date the
State of New Hampshire (the "State") took title to and possession of
the land and building through eminent domain. The building is to be
demolished in connection with the State's Route 101 highway
expansion. (See Capital Requirements under Item 1. of this Report)
The State has indicated that it does not intend to utilize the
property over the next couple of years, and it is allowing the
Company to remain on the property while The Company completes
the construction of a new corporate office building. The Company
believes that its facilities are currently adequate for their
intended uses.
Item 3. Legal Proceedings
In June, 1993, E&H was served with a complaint from Zeabrook
Associates, the owner of an apartment complex. In that complaint
filed in the New Hampshire Superior Court for Rockingham County, the
owner asserts that the Company improperly imposed a cash deposit
requirement for new residential customers in the claimant's
apartment complex resulting in lost rental income and damages to
reputation. The Company believes that these claims are entirely
without merit, and it has and will continue to actively defend
itself against them. Likelihood of unfavorable outcome or extent of
loss cannot be estimated at this time.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
PART II
Item 5. Market for the registrant's common equity and related
stockholder matters.
Common Stock Market Prices and Dividends are provided in Item
5. of Exhibit 13.1.
Item 6. SELECTED FINANCIAL DATA
Selected Consolidated Financial Data are provided in Item 6. of
Exhibit 13.1.
Item 7. Management's Discussion and Analysis of financial condition
and results of operations
Management's Discussion and Analysis of Financial Condition and
Results of Operations are provided in Item 7. of Exhibit 13.1.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The following financial statements and Supplementary Data of
the Company are provided in Item 8. of Exhibit 13.1.
Consolidated Balance Sheets - December 31, 1994 and 1993
Consolidated Statements of Earnings - for the years ended
December 31, 1994, 1993 and 1992
Consolidated Statements of Capitalization - December 31, 1994 and
1993
Consolidated Statements of Cash Flows
for the years ended December 31, 1994, 1993 and 1992
Consolidated Statements of Changes in Common Stock Equity -
for the years ended December 31, 1994, 1993 and 1992
Notes to Consolidated Financial Statements
Report of Independent Certified Public Accountants
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
None.
PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information required by this Item is set forth in Exhibit 99.1
on pages 2 through 6 of the 1995 Proxy Statement.
Item 11. EXECUTIVE COMPENSATION
Information required by this Item is set forth in Exhibit 99.1
on pages 8 through 12 of the 1995 Proxy Statement.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
Information required by this Item is set forth in
Exhibit 99.1 on pages 2 through 4 of the 1995 Proxy Statement and is
incorporated herein by reference.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None
PART IV.
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) (1) and (2) - The response to this portion is submitted as a
separate section of this report
(3) - List of Exhibits
Exhibit No. Description of Exhibit Reference*
3.1 Articles of Incorporation Exhibit 3.1 to Form
of the Company. S-14 Registration
Statement 2-93769
3.2 Articles of Amendment to the
Articles of Incorporation
filed on March 4, 1992 and Exhibit 3.2 to Form
April 30, 1992. 10-K for 1992
3.3 By-Laws of the Company. Exhibit 3.2 to
Form S-14
Registration
Statement 2-93769
3.4 Articles of Exchange of Concord
Electric Company (CECo),
Exeter & Hampton Exhibit 3.3 to
Electric Company (E&H) 10-K
and the Company for 1984
3.5 Articles of Exchange of CECo,
E&H, and the Company -
Stipulation of the Parties Exhibit 3.4 to
Relative to Recordation and Form 10-K
Effective Date. for 1984
3.6 The Agreement and Plan of Merger
dated March 1, 1989 among the Exhibit 25(b) to
Company, Fitchburg Gas and Form 8-K
Electric Light Company (FG&E) dated
and UMC Electric Co., Inc. (UMC). March 1, 1989
3.7 Amendment No. 1 to The Agreement
and Plan of Merger dated March Exhibit 28(b) to
1, 1989 among the Company, FG&E Form 8-K, dated
and UMC December 14, 1989
4.1 Indenture of Mortgage and Deed
of Trust dated July 15, 1958 of
CECo relating to First
Mortgage Bonds, Series B, 4 3/8%
due September 15, 1988 and all
series unless supplemented. **
4.2 First Supplemental Indenture
dated January 15, 1968
relating to CECo's First Mortgage
Bonds, Series C, 6 3/4% due
January 5, 1998 and all additional
series unless supplemented. **
4.3 Second Supplemental Indenture
dated November 15, 1971
relating to CECo's First Mortgage
Bonds, Series D, 8.70% due
November 15, 2001 and all
additional series
unless supplemented. **
4.4 Fourth Supplemental Indenture
dated March 28, 1984 amending
CECo's Original First Mortgage
Bonds Indenture, and First,
Second and Third Supplemental
Indentures and all additional series **
unless supplemented.
4.5 Fifth Supplemental Indenture
dated June 1, 1984 relating
to CECo's First Mortgage
Bonds, Series F, 14 7/8% due
June 1, 1999 and all additional
series unless supplemented. **
4.6 Sixth Supplemental Indenture
dated October 29, 1987
relating to CECo's First Mortgage
Bonds, Series G, 9.85% due Exhibit 4.6 to
October 15, 1997 and all Form 10-K
additional series unless for 1987
supplemented.
4.7 Seventh Supplemental Indenture
dated August 29, 1991 relating
to CECo's First Mortgage
Bonds, Series H, 9.43% due
September 1, 2003 and all Exhibit 4.7 to
additional series Form 10-K
unless supplemented. for 1991
4.8 Eighth Supplemental Indenture
dated October 14, 1994
relating to CECo's First Mortgage
Bonds, Series I, 8.49% due October
14, 2024 and all additional series Filed herewith
unless supplemented.
4.9 Indenture of Mortgage and Deed
of Trust dated December 1,
1952 of E&H Exhibit 4.5 to
relating to all series unless Registration
supplemented. Statement 2-49218
4.10 Third Supplemental Indenture
dated June 1, 1964 relating
to E&H's First Mortgage Bonds,
Series D, 4 3/4% due June 1,
1994 and all Exhibit 4.5 to
additional series unless Registration
supplemented. Statement 2-49218
4.11 Fourth Supplemental Indenture
dated January 15, 1968
relating to E&H's
First Mortgage Bonds, Series Exhibit 4.6 to
E, 6 3/4% due January 15, 1998 Registration
and all additional series unless Statement 2-49218
supplemented.
4.12 Fifth Supplemental Indenture
dated November 15, 1971
relating to E&H's
First Mortgage Bonds, Series Exhibit 4.7 to
F, 8.70% due November 15, 2001 Registration
and all additional series unless Statement 2-49218
supplemented.
4.13 Sixth Supplemental Indenture
dated April 1, 1974 relating
to E&H's First
Mortgage Bonds, Series G,
8 7/8% due April 1, 2004 and all
additional series unless supplemented. **
4.14 Seventh Supplemental Indenture
dated December 15, 1977
relating to E&H's Exhibit 4 to
First Mortgage Bonds, Series Form 10-K
H, 8.50% due December 15, 200 for 1977
and all additional series unless (File No. 0-7751)
supplemented.
4.15 Eighth Supplemental Indenture
dated October 29, 1987
relating to E&H's
First Mortgage Bonds, Series Exhibit 4.15 to
I, 9.85% due October 15, 1997 Form 10-K
and all additional series unless for 1987
supplemented.
4.16 Ninth Supplemental Indenture
dated August 29, 1991 relating
to E&H's First Mortgage Bonds,
Series J, 9.43% due September Exhibit 4.18 to
1, 2003 and all additional Form 10-K
series unless supplemented. for 1991
4.17 Tenth Supplemental Indenture
dated October 14, 1994
relating to E&H's
First Mortgage Bonds, Series K
8.49% due October 14, 2024 and
all additional series unless Filed herewith
supplemented.
4.18 Bond Purchase Agreement dated
August 29, 1991 relating to
E&H's First Mortgage Bonds, Exhibit 4.19
Series J Form 9.43% due September to Form 10-K
1, 2003 for 1991
4.19 Purchase Agreement dated March
20, 1992 for the 8.55% Senior Exhibit 4.18 to
Notes due March 31, 2004 Form 10-K for 1993
4.20 Note Agreement dated November
30,1993 for the 6.75% Notes due Exhibit 4.18 to
November 30, 2023 Form 10-K for 1993
4.21 First Mortgage Loan Agreement
dated October 24, 1988 with an
Institutional Investor in
connection with UNITIL Realty
Corp.'s acquisition of the Exhibit 4.16 to
Company's facilities in Exeter, Form 10-K
New Hampshire. for 1988
10.1 Labor Agreement effective June
1, 1994 between CECo
and The International
Brotherhood of Electrical
Workers, Local Union No. 1837 Filed herewith
10.2 Labor Agreement effective May
31, 1992 between E&H
and The International
Brotherhood of Electrical
Workers, Local Union Exhibit 10.2 to
No. 1837, Unit 1. Form 10-K for 1992
10.3 Labor Agreement effective May 1,
1994 between FG&E and The
Brotherhood of Utility Workers
of New England, Inc., Local Union
No. 340. Filed herewith
10.4 UNITIL System Agreement dated
June 19, 1986 providing that
UNITIL Power will supply Exhibit 10.9 to
wholesale requirements Form 10-K
electric service to CECo and E&H for 1986
10.5 Supplement No. 1 to UNITIL
System Agreement providing that
UNITIL Power will supply wholesale Exhibit 10.8 to
requirements electric service Form 10-K
to CECo and E&H. for 1987
10.6 Transmission Agreement Between
UNITIL Power Corp. and Public
Service Company of New Exhibit 10.6 to
Hampshire, Effective November Form 10-K
11, 1992. for 1993
10.7 Form of Severance Agreement
dated February 21, 1989, Exhibit 10.55 to
between the Company and Form 8
the persons named in the dated
schedule attached thereto. April 12, 1989
10.8 Key Employee Stock Option Exhibit 10.56 to
Plan effective as of Form 8 dated
January 17, 1989. April 12, 1989
10.9 UNITIL Corporation Key Employee Exhibit 10.63 to
Stock Option Plan Award Form 10-K
Agreement. for 1989
10.10 UNITIL Corporation Management Exhibit 10.94 to
Performance Compensation Form 10-K/A for
Program. 1993
10.11 UNITIL Corporation Supplemental
Executive Retirement Plan Exhibit 10.95 to
effective as of January 1, Form 10-K/A for
1987. 1993
11.1 Statement Re Computation in
Support of Earnings Per Share
for the Company Filed herewith
12.1 Statement Re Computation in
Support of Ratio of Earnings
to Fixed Charges for the Filed herewith
Company.
13.1 Portions of 1994 Annual Report Filed herewith
to Shareholders which have been
incorporated by reference in
Part II, Items 5 through 8 and
Part IV, Items 14 a(1) and
14 a(2).
22.1 Statement Re Subsidiaries of
Registrant. Filed herewith
99.1 1995 Proxy Statement Filed herewith
* The exhibits referred to in this column by specific
designations and dates have heretofore been filed with the
Securities and Exchange Commission under such designations and are
hereby incorporated by reference.
** Copies of these debt instruments will be furnished to the
Securities and Exchange Commission upon request.
(b) Report on Form 10-K
No reports on Form 8-K were filed during the fourth
quarter of the year
ended December 31, 1994.
(d) Financial Statement Schedules
The response to this portion of Item 14 is submitted as a
separate section
of this report.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, as amended, the Registrant has duly
caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
UNITIL Corporation
Date March 23, 1995 By Peter J. Stulgis
Peter J. Stulgis
Chairman of the Board of
Directors, and Chief
Executive Officer
Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, this report has been signed below by the following
persons on behalf of the Registrant and in the capacities and on the
dates indicated.
Signature Capacity Date
Peter J. Stulgis Principal Executive March 23, 1995
Peter J. Stulgis Officer; Director
(Chairman of the Board of Directors
and Chief Executive Officer)
Michael J. Dalton Principal Operating March 23, 1995
Michael J. Dalton Officer; Director
(President and Chief
Operating Officer)
Gail A. Siart Principal Financial March 23, 1995
Gail A. Siart Officer
(Treasurer and Chief
Financial Officer)
Charles H. Tenney II Director March 23, 1995
Charles H. Tenney II
Douglas K. MacDonald Director March 23, 1995
Douglas K. Macdonald
J. Parker Rice, Jr. Director March 23, 1995
J. Parker Rice, Jr.
Charles H. Tenney III Director March 23, 1995
Charles H. Tenney III
W. William Vanderwolk, Jr. Director March 23, 1995
W. William VanderWolk, Jr.
J. D. Wheeler Director March 23, 1995
J. D. Wheeler
Franklin Wyman, Jr. Director March 23, 1995
Franklin Wyman, Jr.
ANNUAL REPORT ON FORM 10-K
ITEM 14(a)(1) AND (2) AND ITEM 14(d)
LIST OF FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES
FINANCIAL STATEMENT SCHEDULES
YEAR ENDED DECEMBER 31, 1994
WITH REPORT OF INDEPENDENT CERTIFIED
PUBLIC ACCOUNTANTS
Prepared for filing as part of
Annual Report (Form 10-K)
to the Securities and Exchange Commission
FORM 10-K --- ITEM 14(a)(1) and (2)
LIST OF FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES
The following consolidated financial statements of the Company
and subsidiaries included in the Exhibit 13.1 for the year ended
December 31, 1994 are incorporated by reference in Item 8:
Consolidated Balance Sheets - December 31, 1994 and 1993
Consolidated Statements of Earnings - for the years ended
December 31, 1994, 1993 and 1992
Consolidated Statements of Capitalization - December 31, 1994 and
1993
Consolidated Statements of Cash Flows
for the years ended December 31, 1994, 1993 and 1992
Consolidated Statements of Changes in Common Stock Equity -
for the years ended December 31, 1994, 1993 and 1992
Notes to Consolidated Financial Statements
Report of Independent Certified Public Accountants
The following consolidated financial statement schedules of the
Company and subsidiaries are included in Item 14(d):
Page No.
Report of Independent Certified Public Accountants 26
For the three years ended December 31, 1994;
Schedule VIII Valuation and Qualifying Accounts 27
All other schedules for which provision is made in the
applicable accounting regulation of the Securities and Exchange
Commission are not required under the related instructions, are
inappropriate, or information required is included in the financial
statements or notes thereto and, therefore, have been omitted.
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Shareholders of
UNITIL Corporation
In connection with our audit of the consolidated financial
statements of UNITIL Corporation and subsidiaries referred to in our
report dated February 10, 1995, which is included in the 1994 Annual
Report to Shareholders, which is incorporated by reference
in Parts II and IV of this Annual Report on Form 10-K for the year ended
December 31, 1994, we have also audited the schedule listed in the
Index at Part IV Item 14(a)(2). In our opinion, this schedule presents
fairly, in all material respects, the information required to be set
forth therein.
GRANT THORNTON LLP
Boston, Massachusetts
February 10, 1995
____________________________________________________________________
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our reports dated February 10, 1995,
accompanying the consolidated financial statements and schedules
incorporated by reference or included in the Annual Report of UNITIL
Corporation and subsidiaries on Form 10-K for the year ended
December 31, 1994. We hereby consent to the incorporation by
reference of said reports in the Registration Statements of UNITIL
Corporation and subsidiaries on Form S-3 and on Form S-8.
GRANT THORNTON LLP
Boston, Massachusetts
March 30, 1995
SCHEDULE VIII.
<TABLE>
UNITIL CORPORATION
VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
<CAPTION>
Column A Column B Column C Column D Column E
Additions
Balance Charged Charged Deductions Balance at
at Beg. to Cost to Other from End of
Beginning and Expense Accounts(A) Reserves(B) Period
Year Ended December 31, 1994
Reserves Deducted from A/R
<S> <C> <C> <C> <C> <C>
Electric 510,853 552,905 193,202 752,170 504,790
Gas 70,402 157,098 58,714 217,155 69,059
581,255 710,003 251,916 969,325 573,849
Year Ended December 31, 1993
Reserves Deducted from A/R
Electric 461,048 654,959 154,355 759,509 510,853
Gas 95,008 152,720 54,733 232,059 70,402
556,056 807,679 209,088 991,568 581,255
Year Ended December 31, 1992
Reserves Deducted from A/R
Electric 394,474 656,762 170,494 760,682 461,048
Gas 135,222 140,189 60,656 241,059 95,008
529,696 796,951 231,150 1,001,741 556,056
(A) Collections on Accounts Previously Charged Off
(B) Bad Debts Charged Off
</TABLE>
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
<TABLE>
<CAPTION>
Common Stock Data
Dividends Paid Per Common Share
1994 1993
<S> <C> <C>
1st Quarter $0.31 $0.28
2nd Quarter 0.31 0.29
3rd Quarter 0.31 0.29
4th Quarter 0.31 0.29
The Year $1.24 $1.15
</TABLE>
<TABLE>
<CAPTION>
Price Range of Common Stock
1993 1994
High/Ask Low/Bid High/Ask Low/Bid
<S> <C> <C> <C> <C>
1st Quarter 19 5/8 18 7/8 19 7/8 17 3/8
2nd Quarter 19 1/2 16 3/4 20 17 5/8
3rd Quarter 19 15 7/8 21 3/8 18 5/8
4th Quarter 18 1/4 16 21 5/8 18 5/8
</TABLE>
ITEM 6. SELECTED FINANCIAL DATA
<TABLE>
<CAPTION>
SELECTED FINANCIAL DATA
1994 1993 1992 1991 1990
Consolidated Statements of Earnings (000's)
<S> <C> <C> <C> <C> <C>
Operating Income $13,774 $14,073 $13,342 $12,360 $14,337
Non-operating Income 62 50 22 (357) 171
(Expense)
Gross Income 13,836 14,123 13,364 12,003 14,508
Income Deductions 5,798 6,523 6,948 8,067 7,979
Unsolicited Tender
Offer and Merger
Expenses (Net of ---- ---- (155) 1,571 1,011
Taxes)
Net Income Before
Cumulative
Effect of Accounting 8,038 7,600 6,571 2,365 5,518
Change
Cumulative Effect of
Accounting Change ---- ---- ---- ---- ----
Net Income 8,038 7,600 6,571 2,365 5,518
Dividends on Preferred 291 298 352 315 325
Stock
Net Income Applicable to 7,747 7,302 6,219 2,050 5,193
Common Stock
Balance Sheet Data
(000'S)
Utility Plant $178,777 $171,540 $165,880 $160,575 $153,929
(original cost)
Total Assets 204,521 201,509 172,348 170,390 171,555
Capitalization and
Short-term Debt:
Common Stock Equity 59,997 56,234 52,608 49,887 51,664
Preferred Stock 4,094 4,198 4,277 4,412 4,558
Long-term Debt 65,580 57,378 62,041 60,442 53,044
Short-term Notes ---- 8,400 4,780 9,550 11,783
Payable
Total Capitalization 129,671 126,210 123,706 124,291 121,049
Capitalization Ratios:
Common Stock Equity 46% 45% 43% 40% 43%
Preferred Stock 3% 3% 3% 4% 4%
Long-term & 51% 52% 54% 56% 53%
Short-term Debt
Common Stock Data
(000'S)
Shares of Common 4,268 4,205 4,152 4,119 4,111
Stock (year-end)
Shares of Common 4,234 4,181 4,133 4,115 4,107
Stock (Average)
Per Share Data
Earnings Per Average $1.83 $1.75 $1.50 $0.50 $1.26
Share
Dividends Paid Per $1.24 $1.15 $1.10 $1.04 $1.02
Share
Book Value Per Share $14.06 $13.37 $12.67 $12.11 $12.57
Electric and Gas
Statistics
Sales-Millions of KWH 1,358 1,303 1,261 1,230 1,237
Meters Served - Year 86,782 85,383 85,131 84,222 83,731
End
Sales-Thousands of 23,057 22,763 23,281 20,394 21,215
Firm Therms
Meters Served - Year 15,012 15,340 15,514 15,713 15,775
End
</TABLE>
Note: The above data have been combined and restated to reflect the
merger of FG&E into the UNITIL System and the two-for-one stock split
that occurred in 1992.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Overview of Earnings and Dividends
UNITIL's earnings were $1.83 per average common share outstanding for
the year ending December 31, 1994, compared to 1993's record earnings per
share of $1.75, and 1992's earnings of $1.50 per share. This 1994
earnings performance resulted in an average return on common equity of
13.3%.
The increased earnings for 1994 and 1993 were primarily the result of
sustained energy sales growth over this two-year period; reduced interest
cost achieved through a series of long-term debt refinancings; ongoing
success in managing the System's operating costs; and expanding sources
of revenue and earnings from UNITIL Resources, the Company's energy
consulting subsidiary. These positive earnings effects were offset by a
voluntary base rate reduction, fully implemented by the Company's
Massachusetts retail operating subsidiary in 1994, and to a lesser
extent, the absence of both a revenue adjustment and a property tax
adjustment which occurred in 1993.
All three of the UNITIL System's retail distribution subsidiaries
experienced strong energy sales growth in 1994, as compared to 1993, with
total kilowatt-hour sales and kilowatt billing demands up 4.3% and 3.3%.
Firm gas therm sales were up 1.3%. This increase in energy sales mainly
reflects the continuing improvement of the local and regional economies
throughout the year and the favorable impact this improvement has on
sales to commercial and industrial customers. The overall impact of the
weather on sales growth for the year as a whole was minimal, as
warmer-than-normal weather in the fourth quarter of 1994 largely offset
weather-related sales gains from earlier in the year.
In 1993, as compared to 1992, the System's total kilowatt-hour
sales and kilowatt billing demands were up 3.3% and 3.9%, respectively.
The Company's current outlook for 1995 calls for continuation of this
positive trend in energy sales growth.
In 1994, the System's utility operating and maintenance costs
(excluding fuel and purchased power, which are normally recovered from
customers through periodic rate adjustment mechanisms) rose modestly
compared to the prior year, despite upward pressure on these costs during
this period of relatively high sales growth. In 1993 and 1992, the
System's utility operating and maintenance costs were actually reduced to
levels lower than the prior years' expenses. Interest-related expenses
decreased approximately 11% and 6% in 1994 and 1993, respectively,
largely as a result of a series of long-term debt refinancings.
At its January 1995 meeting, the UNITIL Board of Directors increased
the quarterly dividend by 3.2% to $0.32 per share, resulting in the
current effective annualized dividend of $1.28 per share. This most
recent increase followed a 6.9% increase in the common dividend in
January 1994. This current effective annual dividend rate of $1.28
represents a payout of approximately 69% on 1994's earnings.
Operating Revenues
Electric Operating Revenue increased by approximately $1.3 million in
1994, or 1%, as compared to 1993. This increase reflects an increase of
approximately $0.3 million in fuel, purchased power and demand-side
management and conservation program costs (which, as they are incurred,
are billed to customers through periodic rate adjustment mechanisms) and
a $1.0 million, or 2.2%, increase in electric base revenue. Electric base
revenue is that portion of Electric Operating Revenue which has a direct
impact on net income.
The 2.2% increase in electric base revenue was primarily due to
continued strong growth in the System's total kilowatt-hour sales and
kilowatt billing demands, which increased in 1994 by 4.3% and 3.3%,
respectively, compared to 1993. Partially offsetting this comparative
year-over-year increase in electric base revenue was the full-year impact
of a voluntary base rate reduction which was implemented by the Company's
Massachusetts retail operating subsidiary in December, 1993. (See also
"Financing Activities.") Further offsetting the increase in 1994 was the
absence of a revenue adjustment made in 1993 to record base revenue from
energy sales made in a prior period.
All three of the Company's retail operating companies contributed
to the relatively strong sales performance in 1994. System-wide
kilowatt-hour sales to commercial and industrial customers increased by
5.4%, and residential sales grew by 2.4% in 1994, compared to the prior
year. This increase in energy sales mainly reflects the impact of a
strengthening regional and local economy on overall energy usage and
customer growth.
While some extreme seasonal weather conditions played a positive
role on energy used for heating and cooling during the first and third
quarters of 1994, an extended period of unseasonably warm weather in the
fourth quarter largely offset most of the weather-related energy sales
pickup earlier in the year.
In 1993, total system electric revenue increased by approximately
$5.1 million, or 4%, with the base revenue portion of total electric
revenue increasing by approximately 3.5%. This increase in electric base
revenue in 1993, compared to 1992, reflected growth in total electric
kilowatt-hour sales and kilowatt billing demands of 3.3% and 3.9%,
respectively. Kilowatt hour sales to commercial and industrial customers
grew by 4.6%, while residential sales grew a more moderate 1.3% in 1993.
The increase in base revenue also reflected a revenue adjustment made in
1993 to record base revenue from energy sales made in a prior period. In
addition, during 1993, the retail operating subsidiaries began to recover
"lost base revenue" and "shared savings" associated with the energy
savings achieved through the implementation of demand-side management and
conservation programs.
Gas Operating Revenue was approximately $18.7 million in 1994, or
about 12% of the System's total operating revenue. Total gas operating
revenue increased by about $0.2 million, or 1.1%, in 1994, as compared to
1993. Total gas operating revenue is comprised of three components: cost
of gas adjustment revenue, interruptible revenue and gas base revenue.
Cost of gas adjustment revenue reflects gas supply costs which are
recovered directly from customers through a periodic rate adjustment
mechanism. Margins earned on interruptible gas sales are used to lower
rates directly to firm customers through cost of gas adjustment, and do
not directly impact the Company's net income. Gas base revenue is that
portion of operating revenue which has a direct impact on net income.
In 1994, Cost of Gas Adjustment revenue decreased by 1.3% as a result
of a decrease in the unit cost of gas during the period. Interruptible
revenue increased by about $324,000, an increase of more than 29%,
reflecting the significantly improved competitive pricing of gas as a
fuel of choice for dual-fuel interruptible customers in 1994, as compared
to 1993. Gas base revenue increased approximately $22,000 or 0.3%, in
1994, based on an overall increase of 1.3% in firm therm sales, offset by
the full-year impact of a voluntary base rate reduction which was
implemented by the Company's Massachusetts retail operating subsidiary in
December 1993 (See also "Financing Activities" below).
In 1994, compared to 1993, firm gas therm sales to commercial and
industrial customers increased 3.7%, reflecting continued growth in the
local and regional economies. Firm therm sales to residential customers,
(the most weather sensitive customer class) remained relatively flat,
largely due to the offsetting impact that the unseasonable warm fourth
quarter of 1994 had on the contrasting colder-than-normal heating season
in the first quarter of the year.
Total gas operating revenue decreased by $0.8 million, or 4%, in
1993, as compared to 1992. In 1993, gas base revenue decreased by
approximately $170,000, or 2.4%, as a result of a decrease of 2.2% in
therm sales to firm customers. This decrease followed a substantial
increase of 14% in firm gas sales in 1992 over 1991, and was primarily
due to a decrease of 3.6% in sales to residential customers as a result
of a warmer-than-normal heating season in 1993. Interruptible revenue
decreased approximately 37% in 1993.
Other Revenue of $624,560 in 1994 and $368,009 in 1993 was
principally derived from UNITIL Resources, the Company's energy
consulting subsidiary, which began providing consulting services to
nonaffiliated clients in mid-1993. These consulting services have chiefly
related to providing administrative, management and power brokering
services to client companies.
Fuel and Purchased Power
Fuel and Purchased Power expenses represent wholesale capacity and
energy purchased to meet the UNITIL System's electric energy
requirements. Fuel and purchased power costs are normally recoverable
from customers through periodic rate adjustment mechanisms. Fuel and
purchased power expenses were relatively flat in 1994, reflecting
favorable pricing of existing long-term power supply commitments and
competitive short-term power supply markets. In 1993, fuel and purchased
power expenses increased by 6.4%, due to the addition of new long-term
power supply resources, contract entitlement changes and the overall
growth in system energy requirements.
The combined resource portfolio of the UNITIL System was comprised
of a variety of generation sources, including owned generation, utility
purchased power contracts and purchases from non-utility generators. The
UNITIL System's total power supply resources for 1994 were comprised of:
17% from subsidiary-owned generation; 54% from various utility-purchased
power contracts; 29% representing purchases from non-utility generation
units.
Gas Purchased for Resale
Gas Purchased for Resale increased by approximately $44,000, or
0.4%, in 1994, as compared to 1993, mainly reflecting an increase of 7.2%
in therms purchased (including gas purchased for interruptible sales),
offset by a lower unit cost of gas. Gas Purchased for Resale decreased by
almost $0.7 million, or 5.5%, in 1993 as compared to 1992, based on a
decrease of 7.2% in therms purchased. Gas purchased for resale is
normally recoverable from customers through the cost of gas adjustment
mechanism.
Operating and Maintenance
In 1994, Operating and Maintenance increased by almost $0.9 million,
or 3.0%. One-third of this increase in Operating and Maintenance expense
was due to a 20% rise in expenditures on demand-side management and
conservation programs during 1994, as compared to 1993. Expenditures on
demand-side management and conservation programs are normally recoverable
from customers through periodic rate adjustment mechanisms.
The remaining increase in 1994's Operating and Maintenance expense
reflects modest overall growth of $0.5 million, or 2.7%, in the System's
operating costs. The majority of the increase in operating expense was
due to extensive gas distribution system-related maintenance and repairs
conducted in 1994, as well as higher administrative and general expenses.
Comparing 1993 to 1992, Operating and Maintenance expense decreased
by $1.5 million, or 4.9%. The majority of this decrease was due to a
reduction of over 20% in wholesale transmission costs. This cost
reduction was achieved through a negotiated settlement with one of UNITIL
Power's wholesale transmission suppliers, resulting in refunds and
significantly lower charges for firm transmission services. Furthermore,
the utility operating and maintenance expenses of UNITIL's three retail
distribution subsidiaries decreased slightly to levels below the previous
year's expenses, reflecting the capturing of system-wide operating
efficiencies and the combined effect of overall cost reductions in a
number of expense categories. In both 1993 and 1992, UNITIL's three
retail distribution subsidiaries reduced operating and maintenance
expenses to levels lower than in the prior year.
Depreciation, Amortization, Taxes and Interest Charges
Depreciation Expense increased approximately 3% in 1994 and 4% in
1993, compared to the prior periods, principally reflecting normal
planned increases in plant and equipment.
Amortization of the Cost of Abandoned Properties principally relates
to FG&E's abandonment of its investment in the Seabrook Nuclear Power
Plant. This abandonment is being amortized over a thirty-year period
which commenced in 1987, and coincides with revenue recovery that was
allowed by the Massachusetts Department of Public Utilities (MDPU). (See
Note 2 to the Consolidated Financial Statements.)
Federal and State Income Taxes increased by approximately $450,000,
or 12.2%, in 1994. Federal Income Taxes increased about $224,000, mainly
reflecting greater Net Income Before Taxes of approximately $0.9 million.
Total State Income Taxes increased by approximately $226,000.
Federal Income Taxes increased approximately $400,000 in 1993, as
compared to 1992, reflecting greater Net Income Before Taxes.
Local Property Taxes increased $338,600 or 14.4% in 1994. This
increase mainly reflects the absence of an adjustment related to property
taxes made in 1993 for one of the Company's subsidiaries' jointly owned
generating units, as well as annual property tax increases set by local
communities. Local Property taxes decreased in 1993, compared to 1992,
mainly because of the aforementioned adjustment to property taxes on one
of the Company's joint-owned electric generating units.
Other Taxes increased about $226,000 in 1994, largely due to the
full-year impact of the reinstatement in mid-1993 of the New Hampshire
Franchise Tax for UNITIL's New Hampshire retail operating subsidiaries.
Interest and Debt Expense decreased approximately $725,000, or 11.1%,
in 1994, due mainly to the full-year impact of a $19 million long-term
debt refinancing completed in November 1993 by the Company's
Massachusetts subsidiary (See Financing Activities), as well as annual
sinking fund payments which reduced the principal amounts outstanding of
long-term debt during the year. Partially offsetting reduced long-term
debt related interest costs were rising short-term borrowing rates and
increased average short-term borrowing levels during 1994, compared to
1993.
Interest and Debt Expense decreased approximately 6% in 1993,
compared to 1992, due primarily to the refinancing of long-term debt at
lower interest rates in 1992 and again in the fourth quarter of 1993.
Also contributing to lower interest costs was the general decline in
short-term borrowing costs during this period.
Capital Requirements and Liquidity
The UNITIL System companies primarily require capital for the
acquisition of property, plant and equipment to improve, protect,
maintain and expand their electric and gas operating systems. Capital
expenditures were approximately $9.2 million in 1994, and $7.9 million in
1993 and 1992. These levels of capital expenditures reflect increasing
sales and customer growth in 1994 and 1993 and planned utility system
improvements.
In 1995, capital expenditures are expected to increase by about $5.9
million, compared to the prior year, to a total capital expenditure level
of $15.1 million. This projected increase of $5.9 million primarily
reflects additional capital expenditures of approximately $3.4 million
for the commencement of construction of a new corporate headquarters, as
well as an increase in capital expenditures of approximately $2.5 million
for planned utility system expansions, replacements and other
improvements. On February 2, 1995, UNITIL received a long-awaited offer
letter from the State of New Hampshire for the taking by eminent domain
of its corporate headquarters and related land located in Exeter, New
Hampshire. The building is to be demolished in connection with the State
of New Hampshire's Route 101 highway expansion project. The Company
currently estimates that capital expenditures of approximately $6 million
will be required over a two-year period for the completion of the new
corporate headquarters by mid-1996.
When internally-generated funds are not available, the Company
follows a policy of borrowing on a short-term basis to meet the external
capital requirements of its subsidiaries. At the appropriate time, UNITIL
and its subsidiaries convert their short-term indebtedness into senior
capital. The size and timing of such financings depend on developments in
the securities markets, the ability to meet certain financing covenants
and the receipt of appropriate regulatory approval. UNITIL attempts to
maintain a conservative capital structure, contributing to both the
stability of the Company and its ability to market new securities. UNITIL
and its subsidiaries have been able to access financial markets to meet
their requirements and do not anticipate a change in the availability of
capital in the coming year.
UNITIL has committed lines of credit with a number of banks, totaling
$11 million, in addition to an unsecured guidance line of credit for
short-term debt on a "when available" basis, aggregating $3 million. At
December 31, 1994, there were no borrowings outstanding under these
credit lines.
Financing Activities
On October 14, 1994, Concord Electric Company (CECo) sold $6,000,000
of 30-year Series I First Mortgage Bonds to an institutional investor at
par, bearing an interest rate of 8.49%. Proceeds were used to repay
short-term indebtedness, incurred to fund CECo's ongoing construction
program, and to redeem two higher coupon long-term debt issues prior to
their maturity. The redemptions, which totaled $2,430,000, included
$930,000 of Series D First Mortgage Bonds, 8.70%; and $1,500,000 of
Series G First Mortgage Bonds, 9.85%.
On October 14, 1994, Exeter & Hampton Electric Company (E&H) sold
$9,000,000 of 30-year Series K First Mortgage Bonds to an institutional
investor at par, bearing an interest rate of 8.49%. Proceeds were used to
repay short-term indebtedness incurred to fund E&H's ongoing construction
program, and to redeem three higher coupon long-term debt issues prior to
their maturity. The redemptions, which totaled $3,565,000, included
$1,235,000 of Series F First Mortgage Bonds, 8.70%; $930,000 of Series G
First Mortgage Bonds, 8.875%; and $1,400,000 of Series I First Mortgage
Bonds, 9.85%.
On November 30, 1993 FG&E sold $19,000,000 of long term notes to
institutional investors at par, bearing an interest rate of 6.75%.
Proceeds were used for the early redemption of three of FG&E's long-term
debt issues, aggregating $9,580,000, which carried average coupon rates
in excess of 9.6%, as well as the repayment of FG&E's 10.51% note
aggregating $12,000,000 which matured on December 3, 1993. In conjunction
with FG&E's $19 million long-term note financing, FG&E also made an
unprecedented proposal before the MDPU to share a portion of the
resulting interest savings with customers by cutting base rates to all
gas and electric customers. The MDPU approved the proposal and a base
rate reduction of $327,000 on an annual basis became effective on
December 1, 1993.
During 1994, the Company raised $1,037,809 of additional common
equity capital through the issuance of 58,229 shares of common stock in
connection with the Dividend Reinvestment and Tax Deferred Savings and
Investment plans. In 1993, the Company raised $880,154 of additional
common equity capital through the issuance of 46,291 shares of common
stock in connection with these plans.
Regulatory Matters
The last formal regulatory hearings to increase base rates for
UNITIL's three retail operating subsidiaries occurred in 1985 for CECo,
1984 for FG&E and 1981 for E&H. A majority of the System's operating
revenues are collected under various periodic rate adjustment mechanisms,
including fuel, purchased power, cost of gas and conservation program
cost recovery mechanism.
Under Order 636, issued by the Federal Energy Regulatory Commission
(FERC) in April 1992, a comprehensive set of regulations was established
to encourage competition, by requiring gas pipeline suppliers to convert
existing "bundled" sales services to "unbundled" transportation services.
One aspect of the order allows pipeline suppliers to recover prudently
incurred costs resulting from the transition to the new rules. FG&E, the
Company's combination gas and electric utility operating subsidiary, has
been incurring FERC-approved transition charges from its natural gas
pipeline supplier since 1992. Through the end of 1994, the amount of
transition costs incurred by FG&E totaled approximately $1.7 million.
These costs have been recovered directly from FG&E's gas customers
through the cost of gas adjustment mechanism. Based on estimates included
in rate filings before the FERC and other publicly available information,
FG&E currently estimates that it may incur up to an additional $1.7
million of transition costs in future years. FG&E expects full recovery
of these costs through billings to customers.
Environmental Issues
For many years, the Company's combination gas and electric operating
subsidiary, FG&E, and a former subsidiary of FG&E, operated coal
gasification plants in Fitchburg (the Sawyer Passway Site) and Gardner
(the Logan Street Site), Massachusetts. During the last several years,
FG&E has been working with the Massachusetts Department of Environmental
Protection (DEP) and other responsible parties to assess the
environmental contamination in the vicinity of these sites as a result of
historical gas manufacturing operations. Based on information developed
over the last several years, it had been discovered that there was
environmental contamination at the Sawyer Passway Site which will require
continuing assessment, as well as remedial action in the future. The DEP
has classified the Sawyer Passway Site as a confirmed hazardous waste
site, which will require compliance under the DEP Massachusetts
Contingency Plan (MCP) regulations.
The new MCP regulations were issued by the DEP in June, 1993, and
took effect October 1, 1993. Under the regulations, FG&E has five years
from the date of a hazardous waste TIER classification permit to complete
the remediation effort at the Sawyer Passway Site. The new procedures
include site ranking; the use of a State Licensed Site Professional; and
compliance with various other new applications, reporting and enforcement
procedures. Based on work done with the DEP during 1994 in compliance
with the MCP regulations, FG&E received notification of the Sawyer
Passway Site TIER classification permit in December 1994. The five year
remediation clock will commence in 1995. Also in compliance with the DEP
requirements, FG&E will conduct a preliminary site assessment of the
Logan Street Site in 1995. This assessment will determine if the site
needs to be TIER classified. Because site assessment is at an early stage
at both locations, management cannot at this time predict the costs of
future analysis and remediation.
The costs of environmental assessment and any remedial action taken
in connection with testing, analysis and remediation work at these sites
are initially funded internally and then recovered under a rate recovery
mechanism approved by the MDPU. This rate recovery mechanism provides for
the deferral of environmental costs and subsequent recovery through
future rates over succeeding seven-year periods. FG&E has a number of
liability insurance policies that may provide coverage for remediation of
former coal gasification sites. Any recovery that FG&E receives from
insurance or third parties will be split equally between FG&E and its
customers through an appropriate adjustment to the rate recovery
mechanism.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
ASSETS
December 31,
1994 1993
<S> <C> <C>
Utility Plant (at cost)
Electric $142,311,415 $136,669,493
Gas 25,652,522 24,195,621
Common 9,783,183 9,666,187
Construction Work in Progress 1,029,681 1,008,681
Utility Plant 178,776,801 171,539,982
Less: Accumulated 57,203,799 53,469,346
Depreciation
Net Utility Plant 121,573,002 118,070,636
Miscellaneous Property & 137,698 137,833
Investment (at cost)
Current Assets:
Cash 3,810,123 1,705,786
Accounts Receivable - Less
Allowance for
Doubtful Accounts of 13,281,686 13,717,872
$573,849, 581,254
Materials and Supplies (at 2,089,979 2,527,464
average cost)
Prepayments 408,701 488,504
Accrued Revenue and Deferred 2,292,297 3,646,489
Fuel Costs
Total Current Assets 21,882,786 22,086,115
Deferred Debits:
Unamortized Debt Expense
(amortized
over term of securities) 955,931 720,821
Unamortized Cost of Abandoned
Properties
(being amortized through 28,772,838 30,378,478
2017) (Note 2)
Prepaid Pension Costs (Note 5,801,714 5,017,121
9)
Other (Note 7) 25,397,492 25,097,751
Total Deferred Debits 60,927,975 61,214,171
TOTAL 204,521,461 201,508,755
(The accompanying notes are an integral part of these statements)
</TABLE>
<TABLE>
<CAPTION>
CAPITALIZATION AND LIABILITIES
December 31,
1994 1993
<S> <C> <C>
Capitalization:
Common Stock Equity (Note 3) $59,997,198 $56,233,777
Preferred Stock, 225,000 225,000
Non-Redeemable, Non-Cumulative
Preferred Stock, Redeemable, 3,868,600 3,972,700
Cumulative (Note 4)
Long-term Debt (Note 5) 65,288,231 55,610,322
Total Capitalization 129,379,029 116,041,799
Capitalized Lease Obligations 3,377,389 3,549,834
(Note 9)
Current Liabilities:
Long-term Debt Due Within One 292,090 1,767,772
Year (Note 5)
Notes Payable (Note 6) ---- 8,400,000
Accounts Payable 12,491,041 13,440,286
Dividends Declared 152,210 131,434
Customers' Deposits and 2,482,779 1,738,454
Refunds
Taxes Accrued (345,243) 267,181
Interest Accrued 1,376,477 1,160,753
Capitalized Lease Obligations 460,152 644,673
(Note 9)
Accrued and Other Liabilities 2,546,878 1,259,298
Total Current Liabilities 19,456,384 28,809,851
Deferred Credits:
Unamortized Investment Tax 2,006,168 2,216,844
Credit
Other (Note 7) 9,212,872 9,610,631
Total Deferred Credits 11,219,040 11,827,475
Deferred Income Taxes (Note 7) 41,089,619 41,279,796
Commitments and Contingencies
(Note 9)
TOTAL $204,521,461 $201,508,755
(The accompanying notes are an integral part of these statements)
</TABLE>
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF EARNINGS
Year Ended December 31,
1994 1993 1992
<S> <C> <C> <C>
Operating Revenues:
Electric $134,096,627 $132,754,707 $127,672,435
Gas 18,694,703 18,486,105 19,261,089
Other 624,560 368,010 ----
Total Operating Revenues 153,415,890 151,608,822 146,933,524
Operating Expenses:
Fuel and Purchased Power 82,655,038 82,758,947 77,760,699
Gas Purchased for Resale 11,139,311 11,094,848 11,745,691
Operation and Maintenance 29,591,318 28,736,676 30,204,744
Depreciation (Note 1) 6,129,617 5,949,072 5,702,379
Amort.of Cost of Abandoned 1,605,640 1,528,873 1,253,718
Properties
Provisions for Taxes:
Local Property and Other 4,384,032 3,779,459 3,307,119
Federal and State Income 4,137,430 3,687,538 3,617,371
(Notes 1 and 7)
Total Operating 139,642,386 137,535,413 133,591,721
Expenses
Operating Income 13,773,504 14,073,409 13,341,803
Non-operating Income 62,887 50,145 22,162
Gross Income 13,836,391 14,123,554 13,363,965
Income Deductions:
Interest and Debt Expense 5,798,192 6,523,487 6,948,819
Other ---- ---- (155,116)
Total Income Deductions 5,798,192 6,523,487 6,793,703
Net Income 8,038,199 7,600,067 6,570,262
Less Dividends on Preferred 291,543 297,577 351,623
Stock
Net Income Applicable to $7,746,656 $7,302,490 $6,218,639
Common Stock
Average Common Shares 4,234,062 4,180,534 4,133,370
Outstanding
Earnings Per Average Common $1.83 $1.75 $1.50
Share
(The accompanying notes are an integral part of these statements)
</TABLE>
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF CAPITALIZATION
December 31,
1994 1993
<S> <C> <C>
Common Stock Equity (Note 3)
Common Stock, No Par Value (Authorized - $31,751,984 $30,643,009
8,000,000 shares;
Outstanding - 4,267,837 and 4,205,498
Shares
Paid in Capital - Stock Options (Note 9) 1,062,198 910,892
Retained Earnings 27,183,016 24,679,876
Total Common Stock Equity 59,997,198 56,233,777
Preferred Stock (Note 4)
CECo Preferred Stock, Non-Redeemable, 225,000 225,000
Non-Cumulative: 6% Series, $100 Par Value
CECo Preferred Stock, Redeemable, 230,000 230,000
Cumulative: 8.70% Series, $100 Par Value
E&H Preferred Stock, Redeemable,
Cumulative:
5% Series, $100 Par Value 105,000 105,000
6% Series, $100 Par Value 175,000 175,000
8.75% Series, $100 Par Value 344,300 344,300
8.25% Series, $100 Par Value 436,000 436,000
FG&E Preferred Stock, Redeemable,
Cumulative:
5.125% Series, $100 Par Value 1,108,100 1,150,100
8% Series, $100 Par Value 1,470,200 1,532,300
Total Preferred Stock 4,093,600 4,197,700
Long-Term Debt (Note 5)
Ceco First Mortgage Bonds:
Series C, 6.75%, due January 15, 1998 1,584,000 1,584,000
Series D, 8.70%, due November 15, 2001 ---- 930,000
Series G, 9.85%, due October 15, 1997 ---- 1,500,000
Series H, 9.43%, due September 1, 2003 6,500,000 6,500,000
Series I, 8.49%, due October 14, 2024 6,000,000 ----
E&H First Mortgage Bonds:
Series D, 4.75%, due June 1, 1994 ---- 547,500
Series E, 6.75%, due January 15, 1998 518,000 525,000
Series F, 8.70%, due November 15, 2001 ---- 1,235,000
Series G, 8.875%, due April 1, 2004 ---- 940,000
Series H, 8.50%, due December 15, 2002 1,015,000 1,120,000
Series I, 9.85%, due October 15, 1997 ---- 1,400,000
Series J, 9.43%, due September 1, 2003 5,000,000 5,000,000
Series K, 8.49%, due October 14, 2024 9,000,000 ----
FG&E Long-term Notes:
Twelve year Notes, 8.55%, due March 31, 15,000,000 15,000,000
2004
Thirty year Notes, 6.75%, due November 19,000,000 19,000,000
30, 2023
UNITIL Realty Promissory Note:
10.59%, due October 25, 1998 1,963,321 2,096,594
Total 65,580,321 57,378,094
Less: Installments due within one year 292,090 1,767,772
Total Long-term Debt 65,288,231 55,610,322
Total Capitalization $129,379,029 $116,041,799
(The accompanying Notes are an integral part of these statements.)
</TABLE>
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF CASH FLOWS
Year Ended December 31,
1994 1993 1992
<S> <C> <C> <C>
Net Cash Flow from Operating
Activities:
Net Income $8,038,199 $7,600,067 $6,570,262
Adjustments to Reconcile Net
Income to Net Cash provided by
Operating Activities:
Depreciation and 7,735,257 7,477,945 6,956,097
Amortization
Deferred Taxes 257,630 (333,569) 638,889
Amortization of Investment (210,676) (216,698) (209,884)
Tax Credit
Amortization of Deferred 63,882 118,602 142,619
Debits
Provision for Doubtful 717,735 837,589 804,427
Accounts
Change in Assets and
Liabilities:
(Increase) Decrease in:
Accounts Receivable (281,549) (301,328) (1,731,011)
Materials and Supplies 437,485 96,069 (743,107)
Prepayments 79,803 (84,577) 405,248
Prepaid Pension (784,593) (482,804) (549,915)
Accrued Revenue 1,354,192 (174,327) 2,278,546
Increase (Decrease) in:
Accounts Payable (949,245) 1,501,166 (792,853)
Customers' Deposits and 744,325 (160,621) 140,649
Refunds
Taxes Accrued (612,424) (563,869) 831,050
Interest Accrued 215,724 (228,117) (442,740)
Other (456,528) (2,096,725) 1,396,455
Net Cash Provided by Operating 16,349,217 12,988,803 15,694,732
Activities
Cash Flows From Investing
Activities:
Acqusition of Property, (9,180,734) (7,920,044) (7,932,513)
Plant & Equipment
Cash Flows from Financing
Activities:
Proceeds from (Repayment (8,400,000) 3,620,000 (4,770,000)
of) Short-term Debt
Proceeds From Issuance of 15,000,000 19,000,000 15,000,000
Long-term Debt
Repayment of Long-term Debt (6,797,773) (23,662,436) (13,401,684)
Payments of Dividends (5,514,283) (5,076,146) (4,800,240)
Issuance of Common Stock 1,108,976 1,016,590 1,044,120
Retirement of Preferred (104,100) (78,800) (135,700)
Stock
Capitalized Lease (356,966) (402,067) (258,827)
Obligations
Net Cash Used in Financing (5,064,146) (5,582,859) (7,322,331)
Activities
Net Increase 2,104,337 (514,100) 439,888
(Decrease) in Cash
Cash at Beginning of Year 1,705,786 2,219,886 1,779,998
Cash at End of Year $3,810,123 $1,705,786 $2,219,886
Supplemental Disclosure of
Cash Flow Information:
Cash Paid During the Year for:
Interest $5,518,586 $6,633,002 $7,248,940
Federal Income Taxes $4,141,527 $3,930,700 $1,620,000
Significant Non-Cash
Transactions:
11% Stock Dividend ---- ---- $3,235,346
(The accompanying notes are an integral part of these statements.)
</TABLE>
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF CHANGES IN COMMON STOCK EQUITY
Deferred
Stock
Common Option Retained
Shares Plan Earnings Total
<S> <C> <C> <C> <C>
Balance at January 1, 1992 $25,568,552 $596,082 $23,722,850 $49,887,484
Net income for 1992 6,570,262 6,570,262
Dividends on preferred (351,622) (351,622)
shares
Dividends on common shares-
at an annual rate of $1.10 (4,525,663) (4,525,663)
per share
Stock Option Plan 159,309 159,309
Exercised stock options - 372,825 (122,774) 250,051
12,000 shares
Issuance of 79,091 common
shares - 11% stock dividend
and cash in lieu of 3,054,831 168,057 (3,235,346) (12,458)
Issuance of 21,177 common 630,211 630,211
shares (a)
Balance at December 31, 1992 29,626,419 800,674 22,180,481 52,607,574
Net income for 1993 7,600,067 7,600,067
Dividends on preferred (297,577) (297,577)
shares
Dividends on common shares
-at an annual rate of $1.15 (4,803,095) (4,803,095)
per share
Stock Option Plan 177,425 177,425
Exercised stock options - 136,436 (67,207) 69,229
6,966 shares
Issuance of 46,291 common 880,154 880,154
shares (a)
Balance at December 31, 1993 30,643,009 910,892 24,679,876 56,233,777
Net income for 1994 8,038,199 8,038,199
Dividends on preferred (291,543) (291,543)
shares
Dividends on common shares
-at an annual rate of $1.24 (5,243,516) (5,243,516)
per share
Stock Option Plan 180,475 180,475
Exercised stock options - 71,166 (29,169) 41,997
4,110 shares
Issuance of 58,229 common 1,037,809 1,037,809
shares (a)
Balance at December 31,1994 $31,751,984 $1,062,198 $27,183,016 $59,997,198
(a) Shares sold and issued in connection with the Company's Dividend
Reinvestment and Stock Purchase
Plan and Tax Deferred Savings and Investment Plans.
(The accompanying notes are an integral part of these statements.)
</TABLE>
Note 1: Summary of Significant Accounting Policies
Principles of Consolidation _ UNITIL Corporation (the Company) is the
parent company of the UNITIL System (the System). The consolidated
financial statements include the accounts of the Company and all of its
wholly-owned subsidiaries. All material inter-company balances and
transactions have been eliminated in consolidation.
General _ The Company is registered with the Securities and Exchange
Commission (SEC) as a holding company under the Public Utility Holding
Company Act of 1935 (1935 Act), and it and its subsidiaries are subject
to the provisions of the 1935 Act. In addition, the Company and several
of its wholly-owned subsidiaries _ Concord Electric Company (CECo),
Exeter & Hampton Electric Company (E&H), FG&E and UNITIL Power Corp.
(UNITIL Power) _ are subject to regulation by various other agencies.
With respect to their rates and accounting, two of the retail
subsidiaries _ namely, CECo and E&H _ are subject to regulation by the
New Hampshire Public Utilities Commission (NHPUC), FG&E is subject to
regulation by the Massachusetts Department of Public Utilities (MDPU) and
UNITIL Power is regulated by the Federal Energy Regulatory Commission
(FERC). CECo, E&H, FG&E and UNITIL Power conform with generally accepted
accounting principles, as applied in the case of regulated public
utilities, and conform with the accounting requirements and ratemaking
practices of the regulatory authority having jurisdiction.
Stock Split _ On December 11, 1992, the Company effected a two-for-one
common stock split. Accordingly, per-share amounts have been restated
where applicable.
Federal Income Taxes _ The general policy of the Company and its
subsidiaries with respect to accounting for federal income taxes is to
reflect in income the estimated amount of taxes currently payable and to
provide for deferred taxes on certain items subject to timing differences
to the extent permitted by the regulatory authorities. (See Note 7 of
Notes to Consolidated Financial Statements for details of major deferred
tax items.)
The Tax Reduction Act of 1986 (TRA) eliminated investment tax credits
(ITC). ITC generated prior to 1986 is being amortized over the
productive lives of the related assets.
In February 1992, the Financial Accounting Standards Board issued
Statement No. 109, "Accounting for Income Taxes." This statement requires
the use of the asset/liability method of accounting for deferred income
taxes and was implemented in 1993.
Revenue Recognition _ The Company's operating subsidiaries record
electric and gas operating revenues based upon the amount of electricity
and gas delivered to customers through the end of the accounting period.
Depreciation _ Annual provisions for the Company's utility operating
subsidiaries are determined on a group straight-line basis. Provisions
for depreciation were equivalent to the following composite rates, based
on the average depreciable property balances at the beginning and end of
each year: 1994 - 3.49 percent; 1993 - 3.53 percent; and 1992 - 3.50
percent.
Note 2: Deferred Debits
Unamortized Cost of Abandoned Properties _ FG&E is recovering a portion
of its former investment in the Seabrook Nuclear Power Plant through a
Seabrook Amortization Surcharge, which is designed to increase FG&E's
base electric revenues over the amortization period of the abandoned
property, approximately 30 years from its commencement in 1987. The
unamortized cost of abandoned properties is being amortized at varying
rates as ordered by the MDPU. The amount to be amortized for each of the
next five years is approximately $1,500,000.
Note 3: Restrictions on Retained Earnings
UNITIL Corporation has no restriction on the payment of Common
Dividends from Retained Earnings. Its three retail distribution
subsidiaries do have restrictions as follows:
Under the terms of the Indenture of Mortgage and Deed of Trust and
the supplemental indentures thereto, relating to CECo's First Mortgage
Bonds, $4,862,316, $4,397,944, and $3,901,957 of retained earnings were
available for the payment of cash dividends on CECo's Common Stock at
December 31, 1994, 1993 and 1992, respectively.
Under the terms of the Indenture of Mortgage and Deed of Trust and
the supplemental indentures thereto, relating to E&H's First Mortgage
Bonds, $7,675,311, $7,203,736, and $6,763,341 of retained earnings were
available for the payment of cash dividends on E&H's Common Stock at
December 31, 1994, 1993 and 1992, respectively.
Under the terms of the purchase agreements relating to FG&E's
Long-Term Notes, $10,130,515, $9,579,540, and $4,390,407 of retained
earnings were available for the payment of cash dividends on FG&E's
Common Stock at December 31, 1994, 1993 and 1992, respectively.
Note 4: Preferred Stock
Certain of the UNITIL subsidiaries have redeemable Cumulative
Preferred Stock outstanding and one subsidiary, CECo, has a
Non-Redeemable, Non-Cumulative Preferred Stock issue outstanding. All
such subsidiaries are required to offer to redeem annually a given number
of shares of each series of Redeemable Cumulative Preferred Stock and to
purchase such shares that shall have been tendered by holders of the
respective stock. All such subsidiaries may redeem, at their option, the
Redeemable Cumulative Preferred Stock at a given redemption price, plus
accrued dividends.
The aggregate purchases of Redeemable Cumulative Preferred Stock
during 1994, 1993 and 1992 were: 1994 - $104,100; 1993 - $78,800; and
1992 - $135,700. The aggregate amount of sinking fund requirements of
the redeemable Cumulative Preferred Stock for each of the five years
following 1994 are $206,000 per year.
Note 5: Long-Term Debt
On October 14, 1994, CECo arranged for the private placement, at par,
of $6,000,000 of 30-year Series I First Mortgage Bonds, bearing a fixed
annual interest rate of 8.49% and maturing in 2024. The proceeds of this
financing were utilized to repay short-term indebtedness and to redeem
two higher coupon long-term debt issues prior to their maturity. The
redemptions included $930,000 of Series D First Mortgage Bonds, 8.70%,
due November 15, 2001, and $1,500,000 of Series G First Mortgage Bonds,
9.85%, due October 15, 1997.
On October 14, 1994, E&H arranged for the private placement, at par,
of $9,000,000 of 30-year Series K First Mortgage Bonds, bearing a fixed
annual interest rate of 8.49% and maturing in 2024. The proceeds of this
financing were utilized to repay short-term indebtedness and to redeem
three higher coupon long-term debt issues prior to their maturity. The
redemptions included $1,235,000 of Series F First Mortgage Bonds, 8.70%,
due November 15, 2001, $930,000 of Series G First Mortgage Bonds, 8.875%,
due April 1, 2004, and $1,400,000 of Series I First Mortgage Bonds,
9.85%, due October 15, 1997.
On December 3, 1993, FG&E's 10.51% Note aggregating $12,000,000
matured. FG&E arranged for the private placement of a new 30-year $19
million note bearing a fixed annual interest rate of 6.75%, which
refinanced the 10.51% note and provided for the early redemption on
December 1, 1993, of three other higher cost long-term debt issues .
The other issues were: $5,925,000 of twenty-five year notes, 9.375%, due
March 1, 1995; $600,000 of twenty-year notes, 10%, due September 1, 1996;
and $2,700,000 of twenty-five year notes, 10.25%, due May 1, 1999.
Under the terms of both CECo's and E&H's Indenture of Mortgage and
Deed of Trust and the supplemental indentures thereto relating to
long-term debt, the sinking fund requirements of certain series of Bonds
may be satisfied by certifying to the Mortgage Trustee "net additional
property" in lieu of making cash redemptions. This provision applies to
CECo's Series C and D Bonds and to E&H's Series F and G Bonds. In 1994
and 1993, CECo satisfied its requirements with respect to its Series C
Bonds by certifying to the Mortgage Trustee "net additional property."
In 1994, sinking fund and redemption payments relating to long-term debt
amounted to $6,797,773. This amount includes early redemptions and
optional sinking fund payments associated with CECo's and E&H's October
1994 long-term refinancings.
Certain of the loan agreements contain provisions which, among other
things, limit the incurrence of additional long-term debt.
The aggregate amount of sinking fund requirements and normal
scheduled redemptions for each of the five years following 1994 are:
1995-$144,000; 1996-$1,294,000; 1997-$1,294,000; 1998-$4,371,000 and
1999-$2,290,000.
The fair value of the Company's long-term debt is estimated based on
the quoted market prices for the same or similar issues, or on the
current rates offered to the Company for debt of the same remaining
maturities. Management believes the carrying value of the debt
approximated the fair value at December 31, 1994 and 1993.
Note 6: Credit Arrangements
At December 31, 1994, the Company had unsecured committed bank lines
for short-term debt aggregating $11,000,000 with three banks for which it
pays commitment fees. Further, the Company has an unsecured guidance
line of credit for short-term debt, on a "when available" basis,
aggregating $3,000,000 with one bank, for which it pays no commitment
fees. At December 31, 1994, there were no borrowings outstanding under
these credit lines. The average interest rate on all short-term
borrowings outstanding during 1994 was 4.43%.
Note 7: Income Taxes
On January 1, 1993, the Company adopted the provisions of Statement
of Financial Accounting Standards No. 109, "Accounting for Income Taxes"
(SFAS 109). Prior to 1993, the Company recorded deferred income taxes
under Accounting Principles Board Opinion No. 11. SFAS 109 requires the
use of the asset/liability method of accounting for deferred income taxes
on all temporary differences. At December 31, 1994, the Company has the
following balances recorded: a regulatory asset of approximately $23.1
million to Other Deferred Debits, a regulatory liability of approximately
$8.1 million to Other Deferred Credits, and an additional deferred tax
liability of approximately $15 million. These amounts as recorded
reflect the tax effect of future revenue requirements in accordance with
SFAS 109.
The components of Federal and State income taxes reflected in the
accompanying consolidated statements of earnings for the years ended
December 31, 1994, 1993 and 1992 were as follows:
<TABLE>
<CAPTION>
1994 1993 1992
<S> <C> <C> <C>
Federal:
Current $3,497,311 $3,633,205 $2,483,185
Deferred 186,060 (179,080) 565,071
Amortization of (210,676) (216,698) (209,884)
investment tax credits
Total Federal 3,472,695 3,237,427 2,838,372
State:
Current 610,159 610,618 705,916
Deferred 71,570 (154,489) 73,818
Total state 681,729 456,129 779,734
Total Provision for Income $4,154,424 $3,693,556 $3,618,106
Taxes
</TABLE>
Federal income tax expense is comprised of the following components:
<TABLE>
<CAPTION>
Year Ended December 31,
1994 1993 1992
<S> <C> <C> <C>
Current expense charged
(credited):
Operating expenses $3,480,317 $3,627,187 $2,482,450
Non-operating income 16,994 6,018 3,170
Unsolicited tender offer --- --- (2,435)
Amortization of investment (210,676) (216,698) (209,884)
tax credit
Total 3,286,635 3,416,507 2,273,301
Deferred tax expense charged
(credited):
Accelerated tax depreciation 590,655 528,500 495,915
Abandoned properties (611,620) (582,378) (334,350)
Allowance for funds used
during construction
and overheads (73,192) (73,192) (73,192)
Deferred retirement benefits
other than pensions (27,162) (25,238) ----
Deferred maintenance (122,382) (89,471) 28,574
cost and miscellaneous
Percentage repair allowance 145,927 139,424 21,586
Unbilled fuel --- (172,226) (412,828)
Deferred advances 26,967 (95,877) (107,427)
Deferred pensions 256,867 191,378 169,186
Investment tax credit --- --- 388,358
Alternative minimum tax credit --- --- 389,249
Total deferred tax 186,060 (179,080) 565,071
Total $3,472,695 $3,237,427 $2,838,372
</TABLE>
The federal income tax amounts included in the Consolidated
Statements of Earnings differ from the amounts which result from applying
the statutory federal income tax rate to Net Earnings before income tax.
The reasons, with related percentage effects, are shown below:
<TABLE>
<CAPTION>
Year Ended December 31,
1994 1993 1992
<S> <C> <C> <C>
Statutory Federal income tax 34% 34% 34%
rate
Income tax effects of:
Merger --- --- (1)
Federal income taxes - prior --- (1) ---
Investment tax credit (2) (2) (2)
Other items, net (2) (1) (1)
Effective Federal income tax 30% 30% 30%
rate
</TABLE>
Accumulated Deferred Income Taxes due to temporary differences which
give rise to deferred tax assets and liabilities at December 31, 1994 and
1993 are as follows:
<TABLE>
<CAPTION>
Accumulated Deferred Income Taxes for the Year
Ended December 31,
<S> <C> <C>
$23,526,226 $23,097,782
Abandoned Property 10,960,148 11,571,768
Contributions in Aid to (2,626,042) (2,630,894)
Construction
Percentage Repair Allowance 1,517,573 1,376,030
Cathodic Protection 253,863 231,943
Retirement Loss 1,121,792 892,814
Deferred Pensions 2,091,056 1,737,118
AFUDC 96,211 113,545
Overheads 420,896 481,323
KESOP (361,080) (303,043)
Bad Debts (217,220) (219,578)
Accumulated Deferred (SFAS 4,475,182 4,958,804
109) Gross-up
Other (168,986) (27,816)
Total Accumulated Deferred $41,089,619 $41,279,796
Income Taxes
</TABLE>
Note 8: Joint Ownership Units
FG&E is participating, on a tenancy-in-common basis with other New
England utilities, in the ownership of three generating units. New Haven
Harbor is a dual-fired oil-and-gas station, and Wyman Unit No. 4 is an
oil-fired station. They have been in commercial operation since August
1975 and December 1978, respectively. Millstone Unit No. 3, a nuclear
generating unit, has been in commercial operation since April 1986.
Information with respect to these units is set forth in the table below:
<TABLE>
<CAPTION>
Company's Share
(In thousands of dollars)
Amount of
Joint Proportionate Share of Utility Accumulated
Ownership State Total Ownership % MW Plant in Service Depreciation
<S> <C> <C> <C> <C> <C>
Millstone Conn. 0.2170 2.50 $11,530 $2,819
Unit No.3
Wyman Unit Maine 0.1822 1.13 408 243
No.4
New Haven Conn. 4.5000 20.12 7,065 4,548
Harbor
23.75 $19,003 $7,610
</TABLE>
Operating expenses of the joint ownership units included in the 1994
Consolidated Statements of Earnings and proportionate amounts charged to
specific operating expenses are as follows:
<TABLE>
<CAPTION>
Percentage
of Total
Millstone Wyman Unit New Haven Electric Expense
Unit No. 3 No. 4 Harbor Category
(In thousands of dollars)
<S> <C> <C> <C> <C>
Operating Expenses, Other $206 $22 $598 11%
Fuel Used in Electric 88 18 1,387 93%
Generation
Maintenance 75 5 342 36%
Local Property Tax 60 7 181 23%
Other Taxes 14 --- 21 4%
Total Operating $443 $52 $2,529
Expenses
</TABLE>
Note 9:
Commitments and Contingencies
Lease Obligations _ The Company's subsidiaries conduct a portion of their
operations in leased facilities and also lease some of their operations
and office equipment. FG&E has a facility lease for twenty-two years
which began in February 1981. The lease is subject to five, five-year
renewal periods at the option of FG&E. The equipment leases include a
twenty-five-year lease, which began on April 1, 1973, for a combustion
turbine and a liquefied natural gas storage and vaporization facility.
This lease is subject to a ten-year renewal period at the option of FG&E.
In addition, FG&E leases some equipment under operating leases.
The UNITIL System of Companies follows the provisions of Statement of
Financial Accounting Standards No. 13 (SFAS 13), "Accounting for Leases."
The following is an analysis of the leased property under capital
leases by major classes:
<TABLE>
<CAPTION>
Asset Balances at
December 31,
<S> <C> <C>
Classes of Utility Plant 1994 1993
Electric $2,054,025 $2,054,025
Gas 726,329 726,329
Common 3,816,643 3,598,834
Gross Plant 6,596,997 6,379,188
Less: Accumulated Depreciation 2,579,456 2,184,681
Net Plant $3,837,541 $4,194,507
</TABLE>
The following is a schedule by years of future minimum lease payments and
present value of net minimum lease payments under capital and operating
leases as of December 31, 1994:
<TABLE>
<CAPTION>
Year Ending December 31, Capital Operating
<S> <C> <C>
1995 $853,952 $187,613
1996 790,173 179,909
1997 773,227 100,513
1998 765,703 27,142
1999 539,549 6,628
2000 - 2004 1,904,041
Total minimum lease payments $5,626,645 $501,805
Less: Amount representing 1,789,104
interest
Present value of net minimum $3,837,541
lease payments
</TABLE>
Total rental expense charged to operations for the years ended
December 31, 1994, 1993 and 1992 amounted to $320,000; $601,000; and
$620,000, respectively.
Purchased Power and Gas Supply Contracts _ FG&E and UNITIL Power have
commitments under long-term contracts for the purchase of electricity and
gas from various suppliers. Generally, these contracts are for fixed
periods and require payment of demand and energy charges. Total costs
under these contracts are included in Electricity and Gas Purchased for
Resale in the Consolidated Statements of Earnings. These costs are
normally recoverable in revenues under various cost recovery mechanisms.
The status of the electric purchased power contracts at December 31,
1994, was as follows:
<TABLE>
<CAPTION>
Est. Annual Min.
1994 Energy Payments Which
Unit Fuel MW Purchased Contract Cover Future Debt
Type Entitlement (MWH's) End-Date Service Reqs.($000)
<S> <C> <C> <C> <C>
Non-Utility Purchases
UNITIL
Power
Refuse 6.0[2] 45,505 2003 None
Wood 9.5[2] 2,092 2002 None
Wood 9.5[2] 1,884 2002 None
Gas 1.5 8,210 2012 None
Coal 20.0 58,892 2009 None
FG&E
Wood 14.0 89,089 2012 None
Hydro 3.0 20,411 2012 None
Utility Purchases
UNITIL
Power
Nuclear 25.0 207,478 1998 None
Oil/Gas 23.0 21,646 1998 None
Hydro 8.9 2001 $1,181 [4]
Various 40.0[2] 98,593 1999 None
Coal/Oil 15.0[2] 42,513 2005 None
Oil/Gas 25.0 69,203 1996 None
Oil/Gas 15.0 [3] 2006 None
Gas 22.0[2] 46,476 2010 $1,703 [5]
Nuclear 3.0[2] 5,814 2005 None
Nuclear 2.0[2] 3,527 2005 None
Coal/Oil 9.3[2] 19,126 2005 None
Nuclear 1.9[2] 10,250 2013 None
Nuclear 10.0 53,949 2010 None
Oil/Gas 2.0 1,726 2003 None
Oil 5.0[2] 7,674 2005 None
Oil 5.0[2] 8,168 2005 None
System 30.0 [3] 2007 None
System 8.0 20,600 1996 None
Oil/Gas 10.0[2] [3] 2008 None
Various 40,134 None
[6]
Various [7] 215,319 None
FG&E
Nuclear 10.0 84,109 1996 None
Hydro 2.1 1996 $78 [4]
Hydro 3.2 2001 $449 [4]
Various 20.0 45,667 1994 None
Coal 15.0[2] 3,385 2001 None
Various 60,518 None
Various 70,813 None
Notes:
[1] Total Annual Cost of Purchase Power Contracts are included on
Consolidated Statement of Earnings.
[2] Capacity amounts vary over time. Represents maximum capacity purchased
under the contract.
[3] Purchase contracted to begin after 1994.
[4] Total support charges including debt service requirements.
[5] Total estimated 1995 annualized capacity payments, including debt service
requirements.
[6] Short-term purchases of a month or less in duration.
[7] Net energy purchases from NEPOOL.
</TABLE>
Pension Plans _ Four of the Company's subsidiaries have Retirement and
Pension plans and related Trust Agreements to provide retirement
annuities for participating employees at age 65. These subsidiaries
follow the provisions of Statement of Financial Accounting Standards No.
87, "Employer's Accounting for Pensions" (SFAS 87). The entire cost of
the plans is borne by the respective subsidiaries.
Net periodic pension (income) cost for 1994, 1993 and 1992 included
the following components:
<TABLE>
<CAPTION>
1994 1993 1992
<S> <C> <C> <C>
Service cost -- benefits earned $693,340 $645,226 $640,763
during the period
Interest cost on projected 1,795,836 1,758,782 1,699,374
benefit obligation
Expected return on plan assets (2,714,751) (2,437,232) (2,386,618)
Net amortization and deferral (20,546) (2,742) (27,575)
Net periodic pension (income) $(246,121) $(35,966) $(74,056)
cost
</TABLE>
The following table sets forth the plans' funded status at December 31,
1994, 1993 and 1992:
<TABLE>
<CAPTION>
Projected benefit obligation:
<S> <C> <C> <C>
1994 1993 1992
Vested $19,970,389 $19,971,230 $18,151,863
Non-vested 331,910 149,810 143,263
Accumulated 20,302,299 20,121,040 18,295,126
Due to recognition of future 2,521,055 3,278,283 3,254,105
salary increases
Total 22,823,354 23,399,323 21,549,231
Plan assets at fair value 27,343,779 29,273,216 26,469,931
Funded status (gain) 4,520,425 5,873,893 4,920,700
Unrecognized net loss 935,653 (1,181,666) (708,535)
Unrecognized prior service cost 138,204 151,690 165,176
Unrecognized transition 189,432 173,204 156,976
obligation
Prepaid pension cost $5,783,714 $5,017,121 $4,534,317
</TABLE>
Plan assets are invested in common stock, short-term investments and
various other fixed income security funds.
The weighted-average discount rates used in determining the projected
benefit obligation in 1994, 1993 and 1992 were 8.25%, 7.75% and 8.25%,
respectively, while the rate of increase in future compensation levels
was 4.50%, 4.50% and 5.00%, respectively. The expected long-term rate of
return on assets was 9.5% in each of the years 1994, 1993 and 1992.
Effective January 1, 1987, UNITIL Service Corp. adopted a
Supplemental Executive Retirement Plan (SERP). The SERP is an unfunded
retirement plan with participation limited to executives selected by the
Board of Directors. The cost associated with the SERP amounted to
$53,000; $53,000; and $48,000 for the years ended December 31, 1994, 1993
and 1992, respectively.
Post-Retirement Benefits _ Effective as of January 1, 1993, the Company's
subsidiaries significantly modified the duration of post-retirement
health care benefits. From that date forward, all current retirees were
offered such benefits only for an additional twelve-month period and all
future retirees will be entitled to such benefits for a twelve-month
period following their retirement. The Company's subsidiaries continue to
provide life insurance coverage to retirees by making monthly premium
payments to a life insurer. Life insurance and limited health care
post-retirement benefits required the Company to adopt the provisions of
Statement of Financial Accounting Standard No. 106,"Employers' Accounting
for Post-retirement Benefits Other than Pensions" (SFAS 106). For 1994
and 1993, the costs associated with providing health care and life
insurance benefits under this arrangement were $82,625 and $585,000. This
statement requires accrual accounting for postretirement benefits during
the employee's years of service with the Company and the recognition of
the actuarially determined total postretirement benefit obligation earned
by existing retirees. At December 31, 1994 and 1993, the accumulated
postretirement benefit obligation (transition obligation) was
approximately $385,000 and $406,000, respectively, under SFAS 106. This
obligation is being recognized on a delayed basis over the average
remaining service period of active participants and such period will not
exceed 20 years. The Company has omitted certain disclosures relating to
SFAS 106, as the accumulated post-retirement benefit obligation
(transition obligation) is not material. Prior to 1993, expense was
recognized when benefits were paid. In 1992, this expense was $424,000.
Stock Option Plan _ The Company maintains a Key Employee Stock Option
Plan ("KESOP" ), which provides for the granting of options to key
employees. The number of shares granted under this plan, as well as the
terms and conditions of each grant , are determined by the Board of
Directors, subject to plan limitations. All options granted under the
KESOP expire within ten years of the grant date, and no option can be
issued under the current plan after 1999. The KESOP also includes shares
related to the Fitchburg Gas & Electric Company option plan, which was
merged into the KESOP upon the merger of Fitchburg Gas & Electric into
the Company. The plan provides for dividend equivalents on options
granted, which are recorded as compensation expense.
<TABLE>
<CAPTION>
Details of the stock options are as follows:
1994 1993 1992*
<S> <C> <C> <C>
Beginning Options 142,354 133,216 139,480
Outstanding & Exercisable
Options Granted ---- 9,000 ----
Dividend Equivalents Earned 9,737 8,404 8,702
11 % Stock Dividend Earned ---- ---- 9,034
Options Exercised 4,110 6,966 24,000
Options Canceled ---- 1,300 ----
Ending Options Outstanding & 147,981 142,354 133,216
Exercisable
Range of Option Grant Price $12.63-$17.74 $12.63-$17.74 $12.63-$13.45
per Share
</TABLE>
*Figures reflect merger of FG&E into the UNITIL System and
2-for-1 stock split in 1992
Environmental Matters _ For many years, the Company's combination gas and
electric operating subsidiary, FG&E, and a former subsidiary of FG&E,
operated coal gasification plants in Fitchburg (the Sawyer Passway Site)
and Gardner (the Logan Street Site), Massachusetts. During the last
several years, FG&E has been working with the Massachusetts Department of
Environmental Protection (DEP) and other responsible parties to assess
the environmental contamination in the vicinity of these sites as a
result of historical gas manufacturing operations. Based on information
developed over the last several years, it had been discovered that there
was environmental contamination at the Sawyer Passway Site which will
require continuing assessment, as well as remedial action in the future.
The DEP has classified the Sawyer Passway Site as a confirmed hazardous
waste site, which will require compliance under the DEP Massachusetts
Contingency Plan (MCP) regulations.
The new MCP regulations were issued by the DEP in June, 1993, and
took effect October 1, 1993. Under the regulations, FG&E has five years
from the date of a hazardous waste TIER classification permit to
complete the remediation effort at the Sawyer Passway Site. The new
procedures include site ranking; the use of a State Licensed Site
Professional; and compliance with various other new applications,
reporting and enforcement procedures. Based on work done with the DEP
during 1994 in compliance with the MCP regulations, FG&E received
notification of the Sawyer Passway Site TIER classification permit in
December, 1994. The five year remediation clock will commence in 1995.
Also in coordination with the DEP requirements, FG&E will conduct a
preliminary site assessment of the Logan Street Site in 1995. This
assessment will determine if the site needs to be TIER classified.
Because site assessment is at an early stage at both locations,
management cannot at this time predict the costs of future analysis and
remediation.
The costs of environmental assessment and any remedial action taken
in connection with testing, analysis and remediation work at these sites
are initially funded internally and then recovered under a rate recovery
mechanism approved by the MDPU. This rate recovery mechanism provides
for the deferral of environmental costs and subsequent recovery through
future rates over succeeding seven-year periods. FG&E has a number of
liability insurance policies that may provide coverage for remediation of
former coal gasification sites. Any recovery that FG&E receives from
insurance or third parties will be split equally between FG&E and its
ratepayers through an appropriate adjustment to the rate recovery
mechanism.
Note 10: Regulatory Matters
In conjunction with FG&E's $19 million long term note financing in
1993, FG&E also made a proposal before the MDPU to share a portion of the
resulting interest savings with ratepayers by cutting base rates to all
gas and electric customers. The MDPU approved the proposal and a rate
reduction of $327,000 on an annual basis became effective on December 1,
1993. The last formal regulatory hearings to increase base rates for
UNITIL's retail operating subsidiaries occurred in 1985 for CECo, 1984
for FG&E and 1981 for E&H. A majority of the UNITIL System's operating
revenue in each year are collected under various rate adjustment
mechanisms including: fuel, purchased power, cost of gas and conservation
program cost recovery mechanisms.
Under Order 636, issued by the Federal Energy Regulatory Commission
(FERC) in April 1992, a comprehensive set of regulations was established
to encourage competition by requiring gas pipeline suppliers to convert
existing "bundled" sales services to "unbundled" transportation services.
One aspect of the order allows pipeline suppliers to recover prudently
incurred costs resulting from the transition to the new rules. FG&E ,
the Company's combination gas & electric utility operating subsidiary,
has been incurring FERC-approved transition charges from its natural gas
pipeline supplier since 1992. Through the end of 1994, the amount of
transition costs incurred by FG&E totaled approximately $1.7 million.
These costs have been recovered directly from FG&E's gas customers
through the cost of gas adjustment mechanism. Based on estimates included
in rate filings before the FERC and other publicly available information,
FG&E currently estimates that it may incur up to an additional $1.7
million of transition costs in future years. FG&E expects full recovery
of these costs from billings to customers.
Note 11: Segment Information
In accordance with FASB Statement No. 14, the following information
is presented relative to the electric and gas operations of the Company:
<TABLE>
<CAPTION>
1994 1993 1992
Electric Operations
<S> <C> <C> <C>
Operating revenues $134,096,627 $132,754,707 $127,672,435
Operating income before income $15,884,879 $15,248,660 $14,349,213
taxes
Identifiable assets as of $171,757,678 $169,360,726 $143,758,957
December 31
Depreciation $5,359,212 $5,215,489 $5,045,113
Construction expenditures $7,364,344 $6,849,060 $6,654,084
1994 1993 1992
Gas Operations
Operating revenues $18,694,703 $18,486,105 $19,261,089
Operating income before income $2,026,055 $2,512,287 $2,609,961
taxes
Identifiable assets as of $28,181,365 $27,168,106 $20,737,834
December 31
Depreciation $770,405 $733,583 $657,266
Construction expenditures $1,816,390 $1,070,984 $1,224,103
1994 1993 1992
Total Company
Electric and Gas Operating $152,791,330 $151,240,812 $146,933,524
Revenues
Other Revenue 624,560 368,010 ----
Total Operating Revenues $153,415,890 $151,608,822 $146,933,524
Operating income before income $17,910,934 $17,760,947 $16,959,174
taxes
Income tax expense (4,137,430) (3,687,538) (3,617,371)
Non-operating income 62,887 50,145 22,162
Net interest and other expenses (5,798,192) (6,523,487) (6,793,703)
Net income 8,038,199 7,600,067 $6,570,262
Dividend Requirements on 291,543 297,577 351,623
Preferred Stock
Net Income Applicable to Common $7,746,656 $7,302,490 $6,218,639
Stock
Identifiable assets as of $199,939,043 $196,528,832 $164,496,791
December 31
Unallocated assets, primarily 4,582,418 4,979,923 7,851,704
working capital
Total assets as of December 31 $204,521,461 $201,508,755 $172,348,495
Depreciation $6,129,617 $5,949,072 $5,702,379
Construction expenditures $9,180,734 $7,920,044 $7,878,187
</TABLE>
Expenses used to determine operating income before taxes are charged
directly to either segment or are allocated in accordance with factors
contained in cost of service studies which were included in rate
applications approved by the NHPUC and MDPU. Assets allocated to each
segment are based upon specific identification of such assets provided by
Company records. Assets not so identified represent primarily working
capital items.
Report of Independent Certified Public Accountants
To the Shareholders of UNITIL Corporation:
We have audited the accompanying consolidated balance sheets and
consolidated statements of capitalization of UNITIL Corporation and
subsidiaries as of December 31, 1994 and 1993, and the related
consolidated statements of earnings, cash flows and changes in common
stock equity for each of the three years in the period ended December 31,
1994. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the consolidated financial position of
UNITIL Corporation and subsidiaries as of December 31, 1994 and 1993, and
the consolidated results of their operations and their consolidated cash
flows for each of the three years in the period ended December 31, 1994,
in conformity with generally accepted accounting principles.
As discussed in Note 7 to the consolidated financial statements, in 1993
the Company changed its method of accounting for income taxes.
Boston, Massachusetts
February 10, 1995
Telephone . 603/772-0775
Investor Relations . 800/999-6501
March 17, 1995
Dear Fellow Shareholder,
The Annual Meeting of Common Shareholders is scheduled to be held on
Thursday, April 20, 1995, at 10:30 a.m., at The Sheraton Portsmouth Hotel,
250 Market Street, Portsmouth, New Hampshire.
Enclosed you will find a 1994 annual report, a notice of meeting, a proxy
statement and a proxy card to be used in connection with the meeting. This
year, shareholders are being asked to vote on the election of four Directors.
We hope that you are able to attend the Annual Meeting. Your vote is
important whether you own one share or many. Whether or not you plan to
be present, we urge you to sign and promptly return the enclosed proxy
card in the envelope provided.
Thank you for your continued interest in the Company.
Sincerely,
/s/ Peter J. Stulgis
Peter J. Stulgis
Chairman of the Board of Directors
and Chief Executive Officer
UNITIL Corporation
-------------------------------------------------------------------------
NOTICE OF ANNUAL MEETING OF COMMON SHAREHOLDERS
Exeter, New Hampshire
March 17, 1995
To the Common Shareholders:
You are hereby notified that the annual meeting of common
shareholders of UNITIL Corporation will be held at The Sheraton
Portsmouth Hotel, 250 Market Street, Portsmouth, New Hampshire, on
April 20, 1995, at 10:30 A.M., for the following purposes:
1. To elect four Directors.
2. To act on such other matters as may properly come
before the meeting and any
adjournments thereof.
The enclosed form of proxy has been prepared at the
direction of the Board of Directors of UNITIL and is sent to you
at its request. The persons named in said proxy have been
designated by the Board of Directors.
IF YOU DO NOT EXPECT TO BE PRESENT PERSONALLY AND YOU WISH
YOUR STOCK VOTED AT THE MEETING, PLEASE SIGN, DATE AND RETURN THE
PROXY CARD ENCLOSED HEREWITH BY MAIL IN THE POSTAGE-PAID ENVELOPE,
ALSO ENCLOSED. IF YOU LATER FIND THAT YOU CAN BE PRESENT, OR FOR
ANY OTHER REASON DESIRE TO REVOKE OR CHANGE YOUR PROXY, YOU MAY DO
SO AT ANY TIME BEFORE IT IS VOTED.
The Board of Directors fixed March 6, 1995 as the record
date for the determination of those shareholders entitled to
notice of and to vote at this meeting and all persons who were
holders of record of Common Stock on such date and no others are
entitled to notice of and to vote at this meeting and any
adjournments thereof.
By Order of the Board of
Directors,
Gail A. Siart
Secretary
March 17, 1995
proxy statement
ANNUAL MEETING OF COMMON SHAREHOLDERS, APRIL 20, 1995
This proxy statement is furnished in connection with the
solicitation by the Board of Directors of proxies in the
accompanying form for use at the 1995 annual meeting of common
shareholders of UNITIL Corporation ("UNITIL" or "the Company").
Each proxy can be revoked at any time before it is voted by
written notification to the Secretary of UNITIL at the above
address prior to the meeting, or in person at the meeting. Every
properly signed proxy will be voted unless previously revoked.
UNITIL presently has seven subsidiaries, Concord Electric
Company ("CECo"), Exeter & Hampton Electric Company ("E&H"),
Fitchburg Gas and Electric Light Company ("FG&E"), UNITIL Power
Corp. ("UNITIL Power"), UNITIL Realty Corp. ("UNITIL Realty"),
UNITIL Resources, Inc. ("UNITIL Resources") and UNITIL Service
Corp. ("UNITIL Service").
The annual report of UNITIL for the year 1994 is enclosed
herewith and includes financial statements which are not part of
this proxy statement.
The voting securities of UNITIL issued and outstanding on March
6, 1995 consisted of 4,281,140 shares of Common Stock, no par
value, entitling the holders thereof to one vote per share.
Holders of Common Stock of record on such date are entitled to
notice of and to vote at the annual meeting and any adjournments
thereof. A majority of the outstanding shares of Common Stock
constitutes a quorum.
Except as set forth below, no person owns of record and, to the
knowledge of UNITIL, no person owns beneficially more than five
percent of the Common Stock of UNITIL which may be voted at the
meeting and any adjournments thereof.
<TABLE>
<CAPTION>
Name and Address Shares of Common Stock Percent of Shares
of Beneficial Owner Beneficially Owned Outstanding
<S> <C> <C>
Charle H. Tenney II 267,808 (1) 6.20%
300 Friberg Parkway
Westborough, MA
01581
</TABLE>
NOTES:
(1) Based on information provided by Mr. Tenney. See notes 2,
3 and 8 to the table below under the heading "As to the
Election of Directors."
The twelve Directors and the officers of UNITIL as a group
have beneficial ownership as of March 1, 1995 of 312,001 shares
(7.29%) of Common Stock, of which they have direct beneficial
ownership of 156,832 shares (3.66%), which excludes options to
purchase 119,266 shares (2.79%) pursuant to the exercise of those
options, and indirect beneficial ownership of 155,169 shares
(3.63%). To the knowledge of UNITIL, each of said Directors and
officers has voting and investment power with respect to the
shares directly owned. With regard to certain of the indirect
beneficial ownership by said group, see the footnotes to the table
contained in the section of this proxy statement entitled "AS TO
THE ELECTION OF DIRECTORS" setting forth certain information about
the Directors of UNITIL.
Assuming a quorum is present, the favorable vote of a majority
of the shares of Common Stock represented and voting will be
required for approval of all matters, including the election of
Directors, which may come before the meeting.
-------------------------------
AS TO THE ELECTION OF DIRECTORS
-------------------------------
The By-Laws of UNITIL provide for a Board of between nine
and fifteen Directors divided into three classes, each class being
as nearly equal in number as possible, and each with their
respective terms of office arranged so that the term of office of
one class expires in each year, at which time a corresponding
number of Directors is elected for a term of three years. UNITIL
currently has twelve Directors. Upon the retirement of Endicott
Smith, who will not stand for re-election this year as a Director,
the UNITIL Board will consist of eleven directors.
------------------------------------------------------------------
Information About Nominees for Directors
Each nominee has been a member of the Board of Directors
since the date indicated. Proxies will be voted for the persons
whose names are set forth below unless instructed otherwise. If
any nominee shall be unable to serve, the proxies will be voted
for such person as may be designated by management to replace such
nominee. Each of the nominees has consented to being named in this
proxy statement and to serve if elected. Unless otherwise
indicated, all shares shown represent sole voting and investment
power.
<TABLE>
<CAPTION>
Common Stock Owned
Director Beneficially on March 1, 1995 (1)
Since Shares
<S> <C> <C>
Michael J. Dalton, Age 54 1984 52,383 (2)(3)(5)(6)
President and Chief
Operating Officer of UNITIL
G. Arnold Haynes, Age 66 1992 2,444
President and Principal of Haynes
Mgmt, Inc., Wellesley Hills,
MA (real estate development and
management).
J. Parker Rice, Jr., Age 69 1992 1,015
Director, former President and
Treasurer of Hyland/Rice Office
Products, Inc., Fitchburg, MA
(office products dealer).
</TABLE>
----------------------------------------------------------------------
Information about Nominees for Directors ... continued
<TABLE>
<CAPTION>
Common Stock Owned
Director Beneficially on March 1, 1995 (1)
Since Shares
<S> <C> <C>
Joan D. Wheeler, Age 57 1994 1,000
Owner of the Russian Gallery,
Marblehead, MA (art gallery
specializing in works on paper and
crafts from artists living and
working in Russia). Ms. Wheeler is
a former Director of Shaw's
Supermarkets, Inc. (1979-1987) and
of Granite Bank (1984-1989),
Keene, NH, and a former Trustee of
Franklin Pierce College. She is
also Moderator of the Hollis-
Brookline (NH) School District.
</TABLE>
--------------------------------------------------------------------------
Information About Directors Whose Terms of Office Continue
<TABLE>
<CAPTION>
Common Stock Owned
Director Term to Beneficially on March 1, 1995 (1)
Since Expire Shares
<S> <C> <C> <C>
Douglas K. Macdonald, Age 66 1984 1996 924
Retired since 1988, Prior
to his retirement, Mr.
Macdonald was Vice
President and Controller
of UNITIL and President of
CECo.
Peter J. Stulgis, Age 44 1984 1997 43,866 (2)(3)(5)(7)
Chairman of the Board and
Chief Executive Officer of
UNITIL.
Charles H. Tenney II, Age 76 1984 1996 267,808 (2)(3)(4)(5)(8)
Retired since 1992. Prior
to his retirement, Mr.
Tenney was Chairman of the
Board and Chief Executive
Officer of UNITIL and
FG&E. Mr. Tenney is also
Chairman of the Board of
Directors of Bay State Gas
Company, Westborough, MA
(natural gas distributor).
Charles H. Tenney III, Age 47 (4) 1992 1997 2,109
Elected officer (Clerk) of
Bay State Gas Company,
Westborough, MA (natural
gas distributor).
</TABLE>
--------------------------------------------------------------------------
Information About Directors Whose Terms of Office Continue ... continued
<TABLE>
<CAPTION>
Common Stock Owned
Director Term to Beneficially on March 1, 1995 (1)
Since Expire Shares
<S> <C> <C> <C>
William W. Treat, Age 76 1984 1996 20,276 (9)
Lawyer, sole private
practice, former Director
and Chairman of the Board
of Directors of Bank
Meridian, Hampton, NH, and
a former Director of
Amoskeag Bank Shares,
Inc., Manchester, NH. Mr.
Treat is also a Director
of the Colonial Group,
Inc., Boston, MA
(investments).
W. William VanderWolk, Jr. Age 71 1984 1997 14,208 (10)
Owner of Horizon
Management, Manchester, NH
(property and restaurant
management).
Franklin Wyman, Jr., Age 73 1992 1997 5,000
Chairman of the Board and
Treasurer of Wright Wyman,
Inc., Boston, MA
(corporate financial
consultants). Mr. Wyman is
a Trustee and Vice
President of Brookline
Savings Bank, Brookline,
MA.
</TABLE>
NOTES:
Except as otherwise noted, each of the persons named above has
held his present position (or another executive position with the
same employer) for more than the past five (5) years.
(1) Based on information furnished to UNITIL by the nominees
and continuing Directors.
(2) Included are 454, 225 and 251 shares which are held in
trust for Messrs. Stulgis, Dalton and Tenney, respectively,
under the terms of the UNITIL Tax Deferred Savings and
Investment Plan ("401(k)"); they have voting power only with
respect to the shares credited to their accounts. For further
information regarding 401(k), see "Other Compensation
Arrangements - Tax-Qualified Savings and Investment Plan"
below.
(3) Included are 36,168, 37,824 and 36,168 shares which
Messrs. Stulgis, Dalton and Tenney, respectively, have the
right to purchase pursuant to the exercise of options under
the Key Employee Stock Option Plan. (See "Other Compensation
Arrangements - Key Employee Stock Option Plan").
(4) Charles H. Tenney II is the father of Charles H. Tenney
III.
(5) With the exception of Messrs. Stulgis, Dalton and Tenney,
who own shares totaling 1.02%, 1.21% and 6.20%, respectively,
of the total outstanding shares, no Director or officer owns
more than one percent of the total outstanding shares.
(6) Included are 11,249 shares held by Mr. Dalton jointly with
his wife with whom he shares voting and investment power.
Included are 46 shares held by Mr. Dalton as custodian for
one of his children; he has voting and investment power with
respect to such shares.
(7) Included are 4,648 shares held by Mr. Stulgis jointly with
his wife with whom he shares voting and investment power.
(8) Included are 124,552 shares (2.91%) owned by two trusts of
which Mr. Tenney is Co-Trustee with shared voting and
investment power; he has a 1/6 beneficial interest in both
trusts and disclaims any beneficial ownership of such shares
other than such 1/6 beneficial interest.
(9) Included are 5,386 shares owned by three trusts of which
Mr. Treat is Trustee with voting and investment power; he has
no beneficial interest in such shares. Also included are
10,500 shares owned by one organization in which Mr. Treat
has shared voting and investment power and a 1/3 beneficial
interest.
(10) Included are 3,063 shares owned by a member of Mr.
VanderWolk's family; he has no voting or investment power
with respect to, and no beneficial interest in, such shares.
The Board of Directors met five times in 1994. During 1994,
Directors attended an average of 95% of all meetings of the Board
of Directors held and of all meetings held by all Committees of
the Board on which they served, if any.
Section 17(a) of the Public Utility Holding Company Act of 1935
and Section 16(a) of the Securities Exchange Act of 1934 require
the Company's officers and directors, and persons who own more
than ten percent of a registered class of the Company's equity
securities, to file certain reports of ownership and changes in
share ownership with the Securities and Exchange Commission and
the American Stock Exchange and to furnish the Company with copies
of all Section 17(a) and Section 16(a) forms they file. Based
solely on its review of the copies of such forms received by it,
or written representations from certain reporting persons that
such forms were not required for those persons, the Company
believes that all filing requirements applicable to its officers
and directors during 1994 and through March 1, 1995 were met,
without exception.
----------------------------------------------------------------
Compensation of Directors
Members of the Board of Directors who are not officers of
UNITIL or any of its subsidiaries receive an annual retainer fee
of $7,000 and $500 for each Board meeting attended. Members of the
Executive Committee, who are not officers of UNITIL or any of its
subsidiaries, receive an annual retainer fee of $2,000 and $400
for each meeting attended. Members of the Audit Committee and
Compensation Committee receive an annual retainer fee of $1,000
and $400 for each meeting attended. Those Directors of UNITIL who
also serve as Directors of CECo, E&H or FG&E and who are not
officers of UNITIL or any of its subsidiaries receive a meeting
fee of $100 per subsidiary meeting attended and no annual retainer
fee from CECo, E&H or FG&E. All Directors are entitled to
reimbursement of expenses incurred in connection with attendance
at meetings of the Board of Directors and any Committee on which
they serve.
In 1992, the Company entered into a Senior Advisory Agreement
with Charles H. Tenney II. Mr. Tenney was Chief Executive Officer
and Chairman of the Board of the Company until his retirement in
1992. The agreement, which is reviewed on an annual basis,
provides that Mr. Tenney will be compensated $105,000 per annum
for his role as Chairman of the Executive Committee of the Board
of the Company, as well as for other advisory services which he
will provide. In consideration of this Agreement, Mr. Tenney is
waiving all Board-related fees and retainers that he is otherwise
entitled to receive as a Director of the Company.
------------------------------------------------------------------
Committees of the Board of Directors
Executive Committee
-------------------
The Executive Committee of the Board of Directors held four
meetings in 1994. Its members are Charles H. Tenney II
(Chairman), Peter J. Stulgis, William W. Treat, W. William
VanderWolk, Jr. and Franklin Wyman, Jr. This Committee's
responsibility is to review and oversee corporate policies related
to the Company's long-range strategic business, financial and
operating plans. In addition, the Executive Committee also acts
as a nominating committee. In its function as a nominating
committee, the committee coordinates suggestions or searches for potential
nominees for Board members; reviews and evaluates qualifications
of potential Board members; and recommends to the Board of
Directors nominees for vacancies occurring from time to time on
the Board of Directors. The Committee will consider nominees
recommended by shareholders upon timely submission of the names of
such nominees with qualifications and biographical information
forwarded to the Executive Committee of the Board of Directors.
Audit Committee
---------------
The Audit Committee of the Board of Directors, which held two
meetings in 1994, consists of William W. Treat (Chairman), J.
Parker Rice, Jr. and W. William VanderWolk, Jr. The duties of this
Committee encompass making recommendations on the selection of
UNITIL's independent auditors; conferring with such auditors
regarding, among other things, the scope of their examination,
with particular emphasis on areas where special attention should
be directed; reviewing the accounting principles and practices
being followed by UNITIL; assessing the adequacy of UNITIL's
interim and annual financial statements; reviewing the internal
audit controls of UNITIL and its subsidiaries; performing such
other duties as are appropriate to monitor the accounting and
auditing policies and procedures of UNITIL and its subsidiaries;
and reporting to the full UNITIL Board from time to time.
Compensation Committee
----------------------
The Compensation Committee of the Board of Directors, which
held three meetings in 1994, consists of Charles H. Tenney II
(Chairman), J. Parker Rice, Jr. and Endicott Smith. The duties of
this Committee include studying and making recommendations to the
Board of Directors of UNITIL and the appropriate Board of each of
its subsidiaries with respect to salaries and other benefits to be
paid to the officers of UNITIL and such subsidiaries.
-----------------------------------------------------------------
Compensation Committee Interlocks and Insider Participation
Charles H. Tenney II served as the Chairman of the Compensation
Committee during fiscal 1994. Mr. Tenney is the former Chairman
of the Board of Directors and Chief Executive Officer of the
Company, serving as such until his retirement in April 1992. He
currently has a Senior Advisory Agreement with the Company (see
"Compensation of Directors") and is also Chairman of the Executive
Committee of the Board of Directors.
-----------------------------------------------------------------
Director Emeritus
The Company has a directors' advisory council composed of
retired members of the Company's Board of Directors. Each member,
known as a Director Emeritus, is appointed yearly by the Board of
Directors to render advisory services to the Board. Directors
Emeriti have no vote with respect to any matter acted upon by the
Board, nor is their presence counted for purposes of determining a
quorum. In April, 1995, upon the expiration of his current term
as Director, Endicott Smith will be appointed Director Emeritus.
Mr. Smith will join Directors Emeriti Richard L. Brickley, Philip
H. Bradley and Theodore C. Haffenreffer, Jr. who were appointed to
their positions in 1992, 1993 and 1994, respectively. Directors
Emeriti receive an annual retainer of $7,000 and $500 for each
Board meeting attended, as well as reimbursement for any expenses
incurred in connection with attendance at any meeting.
------------------------------------------------------------------
Report of the Compensation Committee
The overall objective of the Company's Board of Directors, and
specifically this Compensation Committee, in setting compensation
for UNITIL's executive officers is to foster excellence in the
management of the assets of the Company. To help meet this
objective, the Committee believes it is important for the Company
to provide compensation to its executive officers which varies
directly with the performance of the Company and to make payment
of annual compensation with both cash and Company stock in place
of all-cash.
Accordingly, the Company pays both "base" and "variable"
compensation to its officers. The base component of compensation
is determined under the UNITIL System's salary matrix which is
reviewed from time to time by outside consultants as to its
competitiveness. Variable compensation is based on factors that
measure the success of the Company for any given year and is
governed by the System's Management Performance Compensation Plan
("MPCP") and the profitability of the System's non-utility
subsidiary, UNITIL Resources. The factors under the MPCP relate
to the earnings of the Company and the rate of return achieved on
shareholder-provided equity as well as cost control and the
competitiveness of the rates charged to the UNITIL System's
utility customers. (See "Other Compensation Arrangements" for a
detailed discussion of these factors.) In addition, to further
bolster ownership in the Company by the executive officers, the
Company, in 1989, instituted a "Key Employee Stock Option Plan"
with the approval of the Company's shareholders. This plan was
tailored to emphasize dividend and stock value growth as a
prerequisite to the maximization of value to the participants.
(See "Other Compensation Arrangements" for a more detailed
discussion of this plan.)
The compensation of the Chief Executive Officer ("CEO"), Peter
J. Stulgis, is governed by these same plans and objectives. The
base compensation for Mr. Stulgis was increased by approximately
3.1% in 1994 which reflected the percentage increase in the UNITIL
System's salary matrix which covers all non-bargaining unit
employees. The variable compensation paid to Mr. Stulgis in 1994
was based upon the UNITIL System's operating results for 1993
under the MPCP discussed above and a distribution from a
performance pool related to the 1994 results of the System's newly
formed non-utility subsidiary, UNITIL Resources. Under the MPCP,
Mr. Stulgis received a payment in cash and Company stock which
represented 23% of his total compensation. This MPCP payment is
formula-driven and reflected the achievement in 1993 of earnings
which were above target levels; a rate of return which was in the
72nd percentile of peer companies; cost control results which were
at the 100th percentile of peer companies; and residential utility
rates which were at the 93rd percentile of the peer group. The
distribution from the UNITIL Resources 1994 performance pool was
based upon its contribution to System earnings and was equal to
7.9% of his total compensation. In setting the compensation of
Mr. Stulgis for 1994, the Committee independently reviewed the
current compensation data for over fifty companies which included
all of the companies used as the peer group in the Stock
Performance Graph shown on the following page. Based upon this
review, the Committee found that the total compensation to be paid
to the CEO fell within the same range of compensation paid to the
CEO's of companies of like size, location and industry, and
believes it was appropriately linked to corporate performance.
The Committee also approved the compensation of UNITIL's other
executive officers for 1994 following the principles and
procedures outlined in this report.
Compensation Committee Members
------------------------------
Charles H. Tenney II, Chairman
J. Parker Rice, Jr.
Endicott Smith
---------------------------------------------------------------------
Stock Performance Graph and Information
----------------------------------------------
COMPARATIVE FIVE-YEAR CUMULATIVE TOTAL RETURNS
----------------------------------------------
<TABLE>
<CAPTION>
Measurement Period Total Peer UNITIL
(Fiscal Year Covered) Group S&P 500 Corporation
--------------------- ---------- ------- -----------
<S> <C> <C> <C>
1989 $100.00 $100.00 $100.00
1990 $ 94.51 $ 96.90 $ 96.21
1991 $123.64 $126.36 $115.30
1992 $149.03 $135.96 $136.64
1993 $150.73 $149.69 $157.96
1994 $136.16 $150.59 $140.84
</TABLE>
-------------------
The graph to
the left
assumes $100
invested on
Decemebr 31,
1989, in each
category and
the
reinvestment
of all
[GRAPH APPEARS HERE] dividends
during the
period. The
Peer Group is
comprised of
the 11
investor-owned
New England
electric
utilities
---------------------------------------------------------------------------
Compensation of Officers
The tabulation below shows the compensation UNITIL, or any of
its subsidiaries, has paid to its Chief Executive Officer and its
most highly compensated officers whose total annual salary and
bonus were in excess of $100,000 during the year 1994.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long-Term Compensation
Annual Compensation Awards Payouts
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Name and Other Restricted Option All Other
Principal Salary Bonus Annual Stock SARs LTIP Compensation
Position (1) Year ($) ($) (2) Comp.($) Awards ($) (#) Payouts ($)
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Peter J. Stulgis (3) 1994 $208,300 $94,394 - - - - $16,760 (4)
Chairman of the Board & 1993 202,00 74,307 - - - -
Chief Executive Officer 1992 174,925 18,914 - - - -
Michael J. Dalton 1994 $159,600 $61,932 - - - - $16,575 (5)
President & Chief 1993 155,000 50,216 - - - -
Operating Officer 1992 150,200 25,023 - - - -
Gail A. Siart (6) 1994 $ 79,033 $24,928 - - - - $ 3,525 (7)
Chief Financial Officer, 1993 75,100 17,558 - - - -
Treasurer & Secretary 1992 68,80 8,099 - - - -
James G. Daly (6) 1994 $ 76,517 $29,128 - - - - $ 3,717 (8)
Senior Vice President, 1993 72,150 21,216 - - - -
UNITIL Service 1992 68,075 4,813 - - - -
George R. Gantz (6) 1994 $ 78,408 $27,228 - - - - $ 4,012 (9)
Senior Vice President, 1993 75,050 19,558 - - - -
UNITIL Service 1992 71,750 7,151 - - - -
</TABLE>
NOTES:
(1) Officers of the Company also hold various positions
with subsidiary companies. Compensation for those positions
is included in the above table.
(2) Bonus amounts for the years 1993 and 1994 are comprised
of Management Performance Compensation Program (MPCP) cash
and stock awards (see "Other Compensation Arrangements") and
distributions from the System's non-utility subsidiary,
UNITIL Resources (see "Other Compensation Arrangements").
(3) Mr. Stulgis was elected Chairman of the Board and named
Chief Executive Officer in April, 1992.
(4) All Other Compensation for Mr. Stulgis for the year
1994 includes the company's contribution to the Tax Qualified
Savings and Investment Plan ("401(K)"), company funding of
Supplemental Executive Retirement Plan ("SERP"), Supplemental
Life Insurance payment, and Group Term Life Insurance
payment, valued at $4,500, $5,410, $6,136 and $714,
respectively.
(5) All Other Compensation for Mr. Dalton for the year
1994 includes, 401(K) company contribution, company funding
of SERP, Supplemental Life Insurance payment and Group Term
Life Insurance payment, valued at $4,500, $7,968, $2,558, and
$1,549, respectively.
(6) Ms. Siart was named Chief Financial Officer of the
Company and Senior Vice President of UNITIL Service in
December 1994. Mr. Daly and Mr. Gantz were named Senior
Vice Presidents of UNITIL Service in December, 1994.
(7) All Other Compensation for Ms. Siart for the year 1994
includes 401(K) company contribution, Supplemental Life
Insurance payment and Group Term Life Insurance payment,
valued at $3,016, $369 and $140, respectively.
(8) All Other Compensation for Mr. Daly for the year 1994
includes 401(K) company contribution, Supplemental Life
Insurance payment and Group Term Life Insurance payment,
valued at $3,067, $517 and $134, respectively.
(9) All Other Compensation for Mr. Gantz for the year 1994
includes 401(K) company contribution, Supplemental Life
Insurance payment and Group Term Life Insurance payment,
valued at $3,067, $732 and $214, respectively.
In 1988, in order to enhance quality of service and
shareholder value, UNITIL adopted a management performance
compensation program ("MPCP") for certain management employees,
including Executive Officers. The MPCP provides for awards to be
calculated annually and paid in a combination of cash and UNITIL
Common Stock. Awards are based on the following criteria: (i)
UNITIL's performance as measured by (a) the achievement of
earnings per share sufficient to provide adequate coverage of
common dividends paid, (b) return on common equity measured over a
three-year performance period as compared to that achieved by a
specified group of other electric utility companies, (c) cost per
customer measured over a two-year performance period as compared
to that of a specified group of other electric utility companies,
and (d) residential electric rates measured over a one-year
performance period as compared to residential electric rates of a
specified group of other electric utility companies; and (ii)
achievement of annual individual performance goals. Target
incentive awards are established each year for individuals
participating in MPCP and are calculated as a percentage of the
individual's assigned base salary range midpoint. The target
incentive awards for participants range from 10% to 25% of salary
range midpoints. Depending on UNITIL meeting its objectives and
the achievement of annual individual performance goals,
individuals can receive from 0% of their target award to 150% of
their target award. A discretionary award may also be made to
certain management employees in recognition of their contribution
to the profitability of the System's non-utility subsidiary,
UNITIL Resources. Amounts paid under these arrangements to
Executive Officers during 1994 are shown in column (d) in the
Summary Compensation Table shown on the preceding page.
In 1989, the shareholders ratified the Key Employee Stock
Option Plan ("Option Plan"). The Option Plan is administered by a
committee appointed by the Board of Directors which is comprised
of members of the Board who are not eligible to receive grants
under the Option Plan (the "Committee"). The Committee selects key
management employees, including Executive Officers, of UNITIL and
its subsidiaries who will receive grants under the Option Plan,
the amount or number of shares of UNITIL Common Stock subject to
each grant, the terms and conditions of each grant and whether and
to what extent key employees who receive grants will be allowed or
required to defer receipt of any grant upon the occurrence of
specified events, subject to certain limitations contained in the
Option Plan. The maximum exercise period for any option is ten
years, and no options may be granted under the Option Plan more
than ten years after its adoption.
Options granted under the Option Plan may be either incentive
stock options or non-qualified stock options. The option price per
share granted under the Option Plan is determined by the
Committee, but will not be less than: (i) in the case of an
incentive stock option, 100% of the fair market value of the
shares of UNITIL Common Stock subject to the option as of the date
the option is granted; and (ii) in the case of a non-qualified
stock option, at least 85% of the fair market value of the shares
of UNITIL Common Stock subject to the option as of the date the
option is granted. For purposes of the Option Plan, "fair market
value" means, as of the applicable date, the closing price of
UNITIL Common Stock on the American Stock Exchange ("AMEX"), or,
if no sales took place on such day, the closing price on the most
recent day on which selling prices were quoted.
Upon the exercise of any option by an employee and upon
payment of the option price for shares of UNITIL Common Stock as
to which the option was granted (the "Primary Shares"), UNITIL
will cause to be delivered to such employee (i) the Primary Shares
and (ii) the number of shares of UNITIL Common Stock (the
"Dividend Equivalent Shares") equal to the dollar amount of
dividends which would have been paid on the Primary Shares (and
previously accrued Dividend Equivalent Shares) had they been
outstanding, divided by the fair market value of UNITIL Common
Stock determined as of the record date for each dividend.
The Option Plan authorizes the Committee to provide in the
award agreements that the partici- pant's right to exercise the
options provided for therein will be accelerated upon the
occurrence of a "Change in Control" of UNITIL. The term "Change in
Control" is defined in substantially the same manner as in the
Severance Agreements, which are described below. All of the award
agreements entered into with participants in the Option Plan to
date contain such a "Change in Control" provision. Each award
agreement also provides that, upon the exercise of an option on or
after a Change in Control, UNITIL shall pay to the optionee,
within five business days, a lump sum cash amount equal to the
economic benefit of the optionee's outstanding options and
associated dividend equivalents that the optionee would have
received had the option remained unexercised until the day
preceding the expiration of the grant.
The table below provides information with respect to options
to purchase shares of the Company's Common Stock exercised in
fiscal 1994 and the value of unexercised options granted in prior
years under the Option Plan to the named executive officers in the
Summary Compensation Table and held by them as of December 31,
1994. No options were granted in fiscal 1994 to any of the named
Executive Officers. The Company has no compensation plan under
which Stock Appreciation Rights (SARs) are granted.
<TABLE>
<CAPTION>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR (FY) AND FY-END OPTION/SAR
VALUES
Shares Number of Unexercised Value of Unexercised
Acquired Options/SARs at In-the-Money Options/SARs at
on Value FY-End (#) (1) FY-End ($)
Principal Exercise Realized Exercisable/ Exercisable/
(#) ($) Unexercisable Unexercisable
(a) (b) (c) (d) (e)
<S> <C> <C> <C> <C> <C> <C>
Peter J. Stulgis - - exercisable 24,000 exercisable $169,920
Chairman of the Board & - - unexercisable 0 unexercisable $0
Chief Executive Officer - -
Michael J. Dalton - - exercisable 24,000 exercisable $165,360
President & - - unexercisable 0 unexercisable $0
Chief Operating Officer
Gail A. Siart - - exercisable 2,078 exercisable $ 13,882
Chief Financial Officer, - - unexercisable 0 unexercisable $0
Treasurer & Secretary
James G. Daly - - exercisable 2,032 exercisable $ 10,180
Senior Vice President, - - unexercisable 0 unexercisable $0
UNITIL Service
George R. Gantz - - exercisable 2,078 exercisable $ 13,882
Senior Vice President, - - unexercisable 0 unexercisable $0
UNITIL Service
</TABLE>
NOTES:
(1) Amounts listed in column (d) in the table above do not
include non-preferential dividend equivalents associated with
options outstanding.
UNITIL maintains a tax-qualified defined benefit pension plan
and related trust agreement (the "Retirement Plan"), which
provides retirement annuities for eligible employees of UNITIL and
its subsidiaries. Since the Retirement Plan is a defined benefit
plan, no amounts were contributed or accrued specifically for the
benefit of any officer of UNITIL under the Retirement Plan.
Directors of UNITIL who are not and have not been officers of
UNITIL or any of its subsidiaries are not eligible to participate
in the Retirement Plan.
The table on the following page sets forth the estimated
annual benefits (exclusive of Social Security payments) payable to
participants in the specified compensation and years of service
classifications, assuming continued active service until
retirement. The average annual earnings used to compute the
annual benefits are subject to a $150,000 limit.
<TABLE>
<CAPTION>
PENSION PLAN TABLE
Average Annual Earnings ANNUAL PENSION
Used for Computing 10 Years 20 Years 30 Years 40 Years
Pension of Service of Service of Service of Service
<S> <C> <C> <C> <C>
$100,000 20,000 40,000 50,000 55,000
125,000 25,000 50,000 62,500 68,750
150,000 30,000 60,000 75,000 82,500
175,000 35,000 70,000 87,500 96,250
</TABLE>
The present formula for determining annual benefits under the
Retirement Plan's life annuity option is (i) 2% of average annual
salary (average annual salary during the five consecutive years
out of the last twenty years of employment that give the highest
average salary) for each of the first twenty years of benefit
service, plus (ii) 1% of average annual salary for each of the
next ten years of benefit service and (iii) 1/2% of average annual
salary for each year of benefit service in excess of thirty, minus
(iv) 50% of age 65 annual Social Security benefit (as defined in
the Retirement Plan), and (v) any benefit under another UNITIL
retirement plan of a former employer for which credit for service
is given under the Retirement Plan. A participant is eligible for
early retirement at an actuarially reduced pension upon the
attainment of age 55 with at least 15 years of service with UNITIL
or one of its subsidiaries. A participant is 100% vested in his
benefit under the Retirement Plan after 5 years of service with
UNITIL or one of its subsidiaries. As of January 1, 1995,
Executive Officers Stulgis, Dalton, Siart, Daly and Gantz had 15,
27, 12, 6 and 11 credited years of service, respectively, under
the Retirement Plan.
Effective January 1, 1987, UNITIL Service adopted a
Supplemental Executive Retirement Plan ("SERP"), a non-qualified
defined benefit plan. SERP provides for supplemental retirement
benefits to executives selected by the Board of Directors of
UNITIL Service (the "UNITIL Service Board"). At the present time,
Messrs. Stulgis and Dalton are eligible for SERP benefits upon
attaining normal or early retirement eligibility. The formula for
determining annual benefits under SERP at normal retirement date
is based on a participant's final average earnings less the
participant's benefits payable under the Retirement Plan and less
other retirement income payable to such participant by UNITIL.
Early retirement benefits are available to a participant, with the
UNITIL Service Board's approval, if the participant has attained
age 55 and completed 15 years of service. The above computation is
adjusted, if the participant has not attained age 62 by the early
retirement date, by multiplying 60% of the participant's final
average earnings by a fraction, the numerator of which is the
years of actual service and the denominator of which is the
service the participant would have completed if the participant
had remained employed by UNITIL until age 62. Should a participant
elect to begin receiving early retirement benefits under SERP
prior to attaining age 62, the benefits are reduced by 2% for each
year that commencement of benefits precedes attainment of age 62.
If a participant terminates employment for any reason prior to
retirement (as defined in the SERP), the participant will not be
entitled to any benefits under the SERP. A participant receiving
benefits or entitled to receive benefits will forfeit his benefits
if he engages in competition with UNITIL Service or is discharged
for cause or performs acts of willful malfeasance or gross
negligence in a matter of material importance to UNITIL Service.
Benefits under the SERP are to be paid from the general assets of
UNITIL Service. Under the SERP, Messrs. Stulgis and Dalton would
be entitled to receive an annual benefit of $71,401 and $64,187,
respectively, assuming their normal retirement at age 65 and that
their final average earnings are equal to the average of their
respective three consecutive years of highest compensation prior
to the date hereof.
In 1988, UNITIL and certain subsidiaries entered into
severance agreements (the "Severance Agreements") with certain
management employees, including Executive Officers, of UNITIL and
its subsidiaries. The Severance Agreements are intended to help
assure continuity in the management and operation of UNITIL and
its subsidiaries in the event of a proposed "Change in Control".
Each Severance Agreement only becomes effective upon the
occurrence of a Change in Control of UNITIL as defined below. Upon
the effectiveness of the Severance Agreements, each employee's
stipulated compensation and benefits, position, responsibilities
and other conditions of employment may not be reduced during the
thirty-six month period following a Change in Control. In the
event of such a reduction, the employee is entitled to a severance
benefit which is described hereafter. A "Change in Control" is
defined as occurring when (i) UNITIL receives a report on Schedule
13D filed with the Securities and Exchange Commission under the
Securities Exchange Act of 1934, as amended, disclosing that any
person, group, corporation, or other entity (except UNITIL or a
wholly-owned subsidiary of UNITIL), is the beneficial owner,
directly or indirectly, of 25% or more of UNITIL Common Stock;
(ii) any person, group, corporation, or other entity (except
UNITIL or a wholly-owned subsidiary of UNITIL), after purchasing
UNITIL Common Stock in a tender offer or exchange offer, becomes
the beneficial owner, directly or indirectly, of 25% or more of
UNITIL Common Stock; (iii) the shareholders of UNITIL approve any
consolidation or merger in which UNITIL is not the continuing or
surviving corporation or pursuant to which the shares of UNITIL
Common Stock would be converted into cash, securities or other
property or any sale, exchange or other transfer of all or
substantially all of UNITIL's assets; or (iv) there is a change in
a majority of the members of the UNITIL Board of Directors within
a twenty-five month period unless approved by two-thirds of the
Directors then still in office who were in office at the beginning
of the twenty-five month period.
In the event of a Change in Control each Severance Agreement
further provides that in the event (i) the employee's employment
is terminated by UNITIL, or the appropriate subsidiary, with the
exception of a termination because of the employee's acceptance of
a position with another company or for cause (as defined in the
Severance Agreement); or (ii) the employee terminates employment
due to (a) reduction in the employee's position and
responsibilities with UNITIL, or the appropriate subsidiary, (b)
reduction in the employee's total compensation, (c) assignment to
a location more than fifty miles from the employee's current place
of employment, (d) liquidation, merger, or sale of all the assets
of UNITIL, unless the successor corporation has a net worth at
least equal to that of UNITIL and assumes UNITIL's obligations
under the Severance Agreements, or (e) any other material breach
of the Severance Agreement by UNITIL, or the appropriate
subsidiary, the employee is entitled to a severance benefit. The
amount payable to the employee upon the occurrence of any of the
foregoing events is a lump sum cash amount, payable within five
business days of such termination (with the exception noted
below), equal to (i) the present value of three years' base salary
and bonus; (ii) the present value of the additional amount the
employee would have received under the Retirement Plan if the
employee had continued to be employed for such thirty-six month
period; (iii) the present value of contributions that would have
been made by UNITIL or its subsidiaries under the TDSIP if the
employee had been employed for such thirty-six month period; and
(iv) the economic benefit on any outstanding UNITIL stock options
and associated dividend equivalents, assuming such options
remained unexercised until the day preceding the expiration of the
grant, including the spread on any stock options that would have
been granted under the Option Plan if the employee had been
employed for such thirty-six month period. Generally, the spread
on any stock options which would have been granted under the
Option Plan shall be paid within five business days after the
expiration of the thirty-six month period. Each Severance
Agreement also provides for the continuation of all employee
benefits for a period of thirty-six months, commencing with the
month in which the termination occurred. In addition, pursuant to
each Severance Agreement, UNITIL is required to make an additional
payment to the employee sufficient on an after-tax basis to
satisfy any additional individual tax liability incurred under
Section 280G of the Internal Revenue Code of 1986, as amended, in
respect to such payments.
-----------------------------------------------------------------------
AS TO OTHER MATTERS TO COME BEFORE THE MEETING
-----------------------------------------------------------------------
The Board of Directors does not intend to bring before the
meeting any matters other than the one referred to above and knows
of no other matters which may properly come before the meeting. If
any other matters or motions come before the meeting, it is the
intention of the persons named in the accompanying form of proxy
to vote such proxy in accordance with their judgment on such
matters or motions, including any matters dealing with the conduct
of the meeting.
The Board of Directors has selected and employed the firm of
Grant Thornton as UNITIL's independent certified public
accountants to audit UNITIL's financial statements for the fiscal
year 1995.
A representative of the firm will be present at the meeting and
will be available to respond to appropriate questions. It is not
anticipated that such representative will make a prepared
statement at the meeting; however, he will be free to do so if he
so chooses.
Any proposal submitted by a shareholder of UNITIL for
inclusion in the proxy material for the 1996 annual meeting of
shareholders must be received by UNITIL at its office in Exeter,
New Hampshire, not later than December 20, 1995.
--------------------------------------------------------------------
Solicitation, Revocation and Use of Proxies
Shares of UNITIL Common Stock represented by properly
executed proxies received by UNITIL prior to or at the meeting
will be voted at the meeting in accordance with the instructions
specified on the proxies. If no instructions are specified on such
proxies, shares will be voted FOR the election of the nominees for
Directors. Abstentions and non-votes will have the same effect as
negative votes.
Any UNITIL shareholder who executes and returns a proxy has
the power to revoke such proxy at any time before it is voted by
filing with the Secretary of UNITIL, at the address of UNITIL set
forth above, written notice of such revocation or a duly executed
proxy bearing a later date, or by attending and voting in person
at the meeting. Attendance at the meeting will not in and of
itself constitute a revocation of a proxy.
UNITIL will bear the costs of solicitation by the Board of
Directors of proxies from UNITIL shareholders. In addition to the
use of the mail, proxies may be solicited by the Directors,
officers and employees of UNITIL by personal interview, telephone,
telegram or otherwise. Such Directors, officers and employees will
not be additionally compensated, but may be reimbursed for
out-of-pocket expenses in connection with such solicitation.
Arrangements also will be made with brokerage houses and other
custodians, nominees and fiduciaries for the forwarding of
solicitation material to the beneficial owners of stock held of
record by such persons, and UNITIL may reimburse such custodians,
nominees and fiduciaries for reasonable out-of-pocket expenses in
connection therewith.
By Order of the Board of Directors,
Gail A. Siart
Secretary
UNITIL will furnish without charge to any shareholder entitled to
vote and to any beneficial owner of shares entitled to be voted at
the annual meeting of common shareholders, to be held April 20,
1995, a copy of its annual report on Form 10-K, including
financial statments and schedules thereto, required to be filed
with the Securities and Exchange Commission for the fiscal year
1994, upon written request to Gail A. Siart, Chief Financial
Officer, UNITIL Corporation, 216 Epping Road, Exeter, New
Hampshire 03833-4571.
CONCORD ELECTRIC COMPANY
TO
THE FIRST NATIONAL BANK OF BOSTON, TRUSTEE
_______________
EIGHTH
SUPPLEMENTAL INDENTURE
Dated as of October 14, 1994
_______________
Additional Issue (Series I, 8.49%,
due October 14, 2024)
$6,000,000
Recorded Merrimack County Registry of Deeds
Book , Page , October 14, 1994, : A.M.
THIS SUPPLEMENTAL INDENTURE, dated and entered into as of
October 14, 1994, by and between Concord Electric Company, a
corporation duly organized and existing under the laws of The
State of New Hampshire (hereinafter commonly referred to as the
"Company") (its Federal tax identification number being
02-0121400) and The First National Bank of Boston, a national
banking association, as successor Trustee under the Indenture of
Mortgage and Deed of Trust referred to in the first recital
hereof (hereinafter, together, as appropriate, with Old Colony
Trust Company, the original Trustee under the said Indenture,
commonly referred to as the "Trustee") (its Federal tax
identification number being 04-2472499);
WITNESSETH:
WHEREAS, the Company heretofore duly executed and delivered
to the Trustee its Indenture of Mortgage and Deed of Trust
(hereinafter generally referred to as the "Original Indenture"
and sometimes referred to, with each and every other instrument,
including this Supplemental Indenture, which the Company may
execute with the Trustee and which is therein stated to be
supplemental to the Original Indenture, as the "Mortgage"), dated
as of July 15, 1958, but actually executed on September 18, 1958,
and recorded, among other places, in Merrimack County, New
Hampshire, Registry of Deeds, Volume 832, Page 96, and in the
Office of the City Clerk of the City of Concord, New Hampshire,
Volume 188, Page 156 and duly recorded First, Second, Third,
Fourth, Fifth, Sixth and Seventh Supplemental Indentures thereto
dated as of January 15, 1968, as of November 15, 1971, as of July
1, 1975, as of March 28, 1984, as of June 1, 1984, as of October
29, 1987, and as of August 29, 1991, respectively, to which this
instrument is supplemental and in modification and confirmation
thereof, whereby substantially all the properties of the Company
used by it in its electric business, whether then owned or
thereafter acquired, with certain exceptions and reservations
fully set forth in the Mortgage were given, granted, bargained,
sold, warranted, pledged, assigned, transferred, mortgaged and
conveyed to the Trustee, its successors and assigns, in trust
upon the terms and conditions set forth therein to secure bonds
of the Company issued and to be issued thereunder, and for other
purposes more particularly specified therein; and
WHEREAS, on January 4, 1971 Old Colony Trust Company was
merged into The First National Bank of Boston, which thereupon
succeeded to the trust under the Mortgage; and
WHEREAS, there are now outstanding under the Mortgage
$1,584,000 in principal amount of First Mortgage Bonds, Series C,
$930,000 in principal amount of First Mortgage Bonds, Series D,
$500,000 in principal amount of First Mortgage Bonds, Series G,
and $6,500,000 in principal amount of First Mortgage Bonds,
Series H, and the Company proposes to issue $6,000,000 in
principal amount of additional First Mortgage Bonds of a new
series designated as First Mortgage Bonds, Series I (hereinafter
sometimes referred to as "Series I bonds" or "bonds of Series
I"); and
WHEREAS, all things have been done and performed which are
necessary to make the Series I bonds, when authenticated by the
Trustee and issued as in the Original Indenture and herein
provided, legal, valid and binding obligations of the Company;
NOW, THEREFORE, in consideration of the premises, and of the
acceptance and purchase of the Series I bonds by the holder
thereof, and of other good and valuable consideration, the
receipt whereof is hereby acknowledged, and in confirmation of
and supplementing the Original Indenture and the First, Second,
Third, Fourth, Fifth, Sixth and Seventh Supplemental Indentures
and in performance of and compliance with the provisions thereof,
the Company, by these presents, does give, grant, bargain, sell,
warrant, pledge, assign, transfer, mortgage and convey unto the
Trustee, as provided in the Mortgage, and its successor or
successors in the trust thereby and hereby created, and its and
their assigns, all and singular, the property, and rights and
interests in property, described in the Original Indenture and
the First, Second, Third, Fourth, Fifth, Sixth and Seventh
Supplemental Indentures and thereby conveyed, pledged, assigned,
transferred and mortgaged, or intended or required so to be (said
descriptions in the Original Indenture and the First, Second,
Third, Fourth, Fifth, Sixth and Seventh Supplemental Indentures
being hereby made a part hereof to the same extent as if set
forth herein at length), whether then or now owned or thereafter
or hereafter acquired, except such of said properties or
interests therein as may have been released by the Trustee or
sold or disposed of in whole or in part as permitted by the
provisions of the Mortgage and also, but without in any way
limiting the generality of the foregoing, all the rights, titles,
interests, easements and properties described in Schedule A
hereto attached and hereby made a part hereof as fully as if set
forth herein at length, and all proceeds of any of the foregoing
at any time conveyed, pledged, assigned, transferred, mortgaged,
paid or delivered to and from time to time held by the Trustee
upon the trusts of the Mortgage.
SUBJECT, HOWEVER, insofar as affected hereby, to any
permitted encumbrances as defined in Section 1.01 of the Original
Indenture, and, as to the property specifically described in
Schedules A of the Original Indenture and the First, Second,
Third, Fifth, Sixth and Seventh Supplemental Indentures and in
Schedule A hereof, to the liens, encumbrances, reservations,
restrictions, conditions, limitations, covenants, interests and
exceptions, if any, set forth or referred to in the descriptions
thereof contained in said Schedules, none of which substantially
interferes with the free use and enjoyment by the Company of the
property and rights hereinabove described for the general
purposes and uses of the Company's electric business;
AND SUBJECT FURTHER, as to all hereafter-acquired property,
insofar as affected thereby, to any mortgages, encumbrances or
liens on such after-acquired property existing at the time of
such acquisition or contemporaneously created, conforming to the
provisions of Section 8.07 of the Original Indenture;
BUT SPECIFICALLY RESERVING, EXCEPTING AND EXCLUDING from
this instrument, and from the grant, conveyance, mortgage,
transfer and assignment herein contained, all right, title and
interest of the Company, now owned or hereafter acquired in and
to properties and rights of the kind specified in subclauses (a)
to (d), both inclusive, of the granting clauses, on pages 25-26,
of the Original Indenture (as amended by Section4.03A of the
Fourth Supplemental Indenture.
TO HAVE AND TO HOLD the trust estate, with all of the
privileges and appurtenances thereunto belonging, unto the
Trustee, its successors in the trusts of the Mortgage, and its
and their assigns, to its and their own use, forever;
BUT IN TRUST NEVERTHELESS, upon the terms and trusts set
forth in the Mortgage, for the equal pro rata benefit, security
and protection (except as provided in Section 8.14 of the
Original Indenture and except insofar as a sinking, improvement
and analogous fund or funds, established in accordance with the
provisions of the Original Indenture, or any indenture
supplemental thereto, may afford particular security for bonds of
one or more series) of the bearers and the registered owners of
the bonds from time to time authenticated, issued and outstanding
under the Mortgage, and the bearers of the coupons appertaining
thereto, without (except as aforesaid) any preference, priority
or distinction whatever of any one bond over any other bond by
reason of priority in the issue, sale or negotiation thereof, or
otherwise;
PROVIDED, HOWEVER, and these presents are upon the
condition, that, if the Company shall pay or cause to be paid the
principal of and premium, if any, and interest on the bonds at
the times and in the manner therein and in the Mortgage provided,
and shall keep, perform and observe all and singular the
covenants, agreements and provisions in the bonds and in the
Mortgage expressed to be kept, performed and observed by or on
the part of the Company, then this Supplemental Indenture and the
estate and rights hereby granted shall, pursuant to the
provisions of Article Thirteen of the Original Indenture, cease,
determine and be void, but otherwise shall be and remain in full
force and effect.
AND IT IS HEREBY COVENANTED, DECLARED AND AGREED, upon the
trusts and for the purposes aforesaid, as set forth in the
following covenants, agreements, conditions and provisions, viz.:
ARTICLE ONE
Series I Bonds
Section 1.01. There shall be and is hereby created an
additional series of bonds designated as and entitled "First
Mortgage Bonds, Series I". Series I bonds shall be fully
registered bonds without coupons, of the denomination of $1,000
and multiples thereof. The bonds of Series I originally issued
shall be dated the date of such issue and any bonds of Series I
subsequently issued under the provisions of Sections 2.09, 2.11,
2.12 and 7.05 of the Original Indenture and of Section 1.07
hereof shall be dated as provided in Section 2.04 of the Original
Indenture. All Series I bonds shall mature on October 14, 2024,
and shall bear interest at the rate of Eight and Forty-Nine
Hundredths Percent (8.49%) per annum from their respective dates,
such interest to be payable semiannually on the fourteenth day of
April and the fourteenth day of October in each year commencing
the fourteenth day of April, 1995, and shall bear interest on any
overdue principal (including any overdue prepayment of principal)
and premium, if any, and (to the extent permitted by applicable
law) on any overdue payment of interest, at the rate of 9.49% per
annum. The principal of, premium, if any, and interest on bonds
of Series I shall be payable at the principal corporate trust
office of The First National Bank of Boston, Boston,
Massachusetts, or at the principal corporate trust office of its
successors as Trustee hereunder, in lawful money of the United
States of America provided that, the Company may enter into a
written agreement with any registered Institutional Holder of the
bonds of Series I providing that payment of interest thereon and
of the redemption price of any portion of the principal amount
thereof (including premium, if any) which may be called for
redemption shall be made directly to such holder or to its
nominee, as the case may be, at a duly designated place of
payment within the United States, without surrender or
presentation of such bonds of Series I to the Trustee, provided
that (A) there shall have been filed with the Trustee a copy of
such agreement and (B) pursuant to such agreement such holder
shall agree that it will not sell, transfer or otherwise dispose
of any such bond of Series I in respect of which any such payment
or redemption shall have been made unless, prior to the delivery
thereof by it (i) it shall have made a clear and accurate
notation of the amount of principal so redeemed upon any such
bond instrument to be transferred, or (ii) such bond of Series I
shall have been presented to the Trustee for appropriate notation
thereon of the portion of the principal amount thereof redeemed,
or (iii) such bond or bonds of Series I shall have been
surrendered in exchange for a new bond or bonds of Series I for
the unredeemed balance of the principal amount thereof in
accordance with the other terms of the Mortgage. For purposes of
this Section 1.01, the term "Institutional Holder" shall mean any
insurance comany, bank, savings and loan association, trust
company, investment company, chartable foundation, employee
benefit plan (as defined by ERISA) or other institutional
investor or financial institution. The text of the bonds of
Series I and of the Trustee's Certificate with respect to Series
I bonds shall be respectively substantially of the tenor and
purport set forth in Schedule B hereto. The bonds of Series I
shall be numbered in such manner or by such method as shall be
satisfactory to the Trustee.
The issue of bonds of Series I hereunder is hereby limited
to the $6,000,000 in aggregate principal amount of Series I bonds
initially issued as provided in Section 1.08 hereof and to Series
I bonds issued in exchange or substitution for outstanding Series
I bonds under the provisions of Sections 2.09, 2.11, 2.12 and
7.05 of the Original Indenture and Section 1.07 hereof (except
that despite the provisions of Section 2.09 of the Original
Indenture, no bonds of Series I may be converted from registered
to coupon form).
Section 1.02. As a required sinking fund for the benefit of
the Series I bonds, the Company covenants that it will, on
October 13 in each year, beginning on October 13, 2015, and
continuing to and including October 13, 2024, pay to the Trustee
immediately available funds sufficient to redeem, at par, Series
I bonds then outstanding, in the principal amount of
Six Hundred Thousand Dollars ($ 600,000)(or the remaining
principal amount if less than $600,000 principal amount of Series
I bonds at the time remains outstanding). The payments required
for the sinking fund as above provided are in this Section 1.02
and elsewhere in this Eighth Supplemental Indenture referred to
as "required sinking fund payments" and the day following each
such payment is herein and therein referred to as a "required
sinking fund redemption date".
No redemption under Section 1.03, 1.04, 1.05 or 1.06 hereof
shall affect or reduce the obligation of the Company to provide
for required sinking fund redemptions under this Section 1.02
until all Series I bonds shall have been paid in full.
Section 1.03. At the same time it makes any required
sinking fund payment, the Company shall have the option (which
shall be non-cumulative) to pay to the Trustee, in immediately
available funds, an additional principal amount of Six Hundred
Thousand Dollars ($600,000)(in this Section 1.03 and elsewhere in
this Eighth Supplemental Indenture referred to as an "optional
sinking fund payment"), provided, that the cumulative amount of
all optional sinking fund payments pursuant to this Section 1.03
shall not exceed One Million Two Hundred Thousand Dollars
($1,200.000) and each such optional sinking fund payment shall be
applied to the redemption of Series I bonds on the required
sinking fund redemption date for such sinking fund payment. The
Company will give notice, by registered mail, postage prepaid, to
the Trustee and to each registered owner of a bond of Series I of
any required or optional payment to be made pursuant to Section
1.02 or this Section 1.03 or Section 1.04 hereof not more than
60, nor less than 30, days prior to the required sinking fund
redemption date (or other designated date of redemption in the
case of a redemption pursuant to Section 1.04).
Section 1.04. In addition to the required and optional
sinking funds provided by Sections 1.02 and 1.03 hereof, all of
the bonds of Series I, or any part of the principal amount
thereof constituting One Hundred Thousand Dollars ($100,000) or
any integral multiple thereof, shall be subject to redemption, at
the option of the Company, on any date on or after October 14,
1994 and before October 14, 2019, pursuant to the provisions of
Article Seven of the Original Indenture, and by payment of an
amount equal to the Make Whole Amount, as defined below in this
Section 1.04. In addition to the foregoing, on any date on or
after October 14, 2019, all of the bonds of Series I, or any part
of the principal amount thereof constituting One Hundred Thousand
Dollars ($100,000) or any integral multiple thereof, shall be
subject to redemption, at the option of the Company, by payment
of the principal amount of the bond or bonds optionally to be
redeemed, plus interest accrued thereon to the date fixed for
such redemption plus a premium equal to the applicable percentage
of the principal amount thereof as follows:
Date Fixed for Redemption Premium
If redeemed on or after October
14, 2019 and before October
14, 2020 . . . . . . .101.5%
On or after October 14, 2020 and before
October 14, 2021 . . . . . . .101.0%
On or after October 14, 2020
and before October 14, 2022 . . . . . . .100.5%
On or after October 14, 2020
and prior to maturity . . .. . . . 100.0%
For purposes of this Section 1.04, the Make Whole Amount
shall mean the greater of (i) the outstanding principal amount of
the bonds to be redeemed, plus interest accrued to the date fixed
for such redemption, and (ii) the sum of (A) the aggregate
present value as of the date of such redemption of each dollar of
principal being prepaid (taking into account each redemption
required by Section 1.02 above), and (B) the amount of interest
(exclusive of interest accrued to the date fixed for such
redemption) that would have been payable in respect of each such
dollar if such redemption had not been made, determined by
discounting such amounts at the Reinvestment Rate (as hereinafter
defined) from the respective dates on which they would have been
payable to the date of such redemption, plus interest accrued to
the date fixed for such redemption.
For purposes of any determination of the Make Whole Amount:
"Reinvestment Rate" shall mean the sum of (i) 0.50%
plus (ii) the arithmetic mean of the yields for the two
columns under the heading "Week Ending" published in the
Statistical Release under the caption "Treasury Constant
Maturities" for the maturity (rounded to the nearest month)
corresponding to the Weighted Average Life to Maturity of
the principal amount of the bonds being redeemed (taking
into account each redemption required by Section 1.02). If
no maturity exactly corresponds to such Weighted Average
Life to Maturity, yields for the published maturity next
longer than the Weighted Average Life to Maturity and for
the published maturity next shorter than the Average
Weighted Life to Maturity shall be calculated pursuant to
the immediately preceding sentence, and the Reinvestment
Rate shall be interpolated from such yields on a
straight-line basis, rounding in each of such relevant
periods to the nearest month. For the purposes of
calculating the Reinvestment Rate, the most recent
Statistical Release published prior to the date of
determination of the Make Whole Amount shall be used.
"Statistical Release" shall mean the then most
recently published statistical release designated
"H.15(519)" or any successor publication which is published
weekly by the Federal Reserve System and which establishes
yields on actively traded U.S. Government Securities
adjusted to constant maturities or, if such statistical
release is not published at the time of any determination
hereunder, then such other reasonably comparable index
which shall be designated by the holders of 66 2/3% in
aggregate principal amount of outstanding Series I bonds.
"Weighted Average Life to Maturity" of the principal
amount of the bonds being redeemed shall mean, as of the
time of any determination thereof, the number of years
obtained by dividing the then Remaining Dollar-Years of
such principal by the aggregate amount of such principal.
The term "Remaining Dollar-Years" of such principal shall
mean the amount obtained by (i) multiplying (x) the
remainder of (1) the amount of principal that would have
been payable on each scheduled redemption date under
Section 1.02 if the redemption pursuant to this Section
1.04 had not been made, less (2) the amount of principal on
the bonds scheduled to become payable on each such
redemption date under Section 1.02 after giving effect to
the redemption pursuant to this Section 1.04, by (y) the
number of years (calculated to the nearest one-twelfth)
which will elapse between the date of determination and
each such scheduled redemption date under Section 1.02 and
(ii) totaling the products obtained in (i).
Section 1.05. Series I bonds which may be redeemed pursuant
to Article Eleven of the Original Indenture (i) out of release
moneys or other trust moneys required by Section 8.12 of the
Original Indenture to be deposited with the Trustee, may be
redeemed on any date and shall be redeemed for an amount equal to
the principal amount of the bonds to be redeemed, plus interest
accrued to the date of redemption; or (ii) out of release moneys
or other trust moneys required by Sections 8.10, 10.03 or 10.04
of the Original Indenture to be deposited with the Trustee, may
be redeemed on any date and, if redeemed prior to October 14,
2019, then they shall be redeemed for an amount equal to the
Make Whole Amount, as defined above in Section 1.04, and if they
shall be so redeemed on any date on or after October 14, 2019,
then they shall be redeemed for an amount equal to the interest
accrued the princiapl amount of the bond or bonds to be redeemed
to the date fixed for such redemption plus an amount equal to the
applicable percentage of the principal amount thereof set forth
in Section 1.04, above, for optional redemptions occurring on or
after October 14, 2019.
Section 1.06. In the event that all or any part of the
bonds of Series I shall be redeemed or otherwise discharged prior
to their maturity pursuant to or in accordance with the order of
any governmental commission or regulatory authority upon the
reorganization, dissolution or liquidation of the Company, or
otherwise, the registered owners of such bonds of Series I shall
be entitled to be paid thereafter an amount equal to the Make
Whole Amount, if such redemption or discharge occurs prior to
October 14, 2019, or, if such redemption occurs on or after
October 14, 2019, then the registered owners of such bonds shall
be entitled to be paid thereafter an amount equal to the interest
accrued on the principal amount of the bonds to be redeemed to
the date of redemption, plus an amount equal to the then
applicable percentage of the principal amount thereof provided in
Section 1.04, above, for optional redemptions on or after such
date.
Section 1.07. Bonds of Series I, upon surrender thereof at
the principal corporate trust office of the Trustee, may be
exchanged for the same aggregate principal amount of other fully
registered bonds of that Series.
Within a reasonable time after the receipt of a request for
such an exchange, the Company shall issue and the Trustee shall
authenticate and deliver all bonds required in connection
therewith, and the Trustee shall make such exchange upon payment
to it of such charge, if any, as is required by the following
paragraph.
For any exchange of bonds of Series I, the Company, at its
option, may require the payment of a sum sufficient to reimburse
it for any stamp or other tax or governmental charge required to
be paid by the Company or the Trustee.
Section 1.08. Upon the execution of this Eighth
Supplemental Indenture and upon compliance with all applicable
provisions of Articles Four and Five of the Original Indenture,
the Company shall execute and deliver to the Trustee, and the
Trustee shall authenticate and deliver to or upon the order of
the Company, bonds of Series I in the form of registered bonds
without coupons in the aggregate principal amount of Six Million
Dollars ($6,000,000).
ARTICLE TWO
Redemption
Section 2.01. In the case of any required or optional
sinking fund redemption pursuant to Sections 1.02 and 1.03
hereof, forthwith after the September 14 preceding each required
sinking fund payment date, and in the case of any proposed
redemption pursuant to Sections 1.04 or 1.05, forthwith after the
Trustee's receipt of proper notice from the Company of any such
proposed redemption, the Trustee, pursuant to the provisions of
Article Seven of the Original Indenture, shall
(a) select for redemption a principal amount of bonds
of Series I equal to the amount to be redeemed on the next
ensuing required sinking fund redemption date or designated
optional redemption date, as the case may be, so that the
principal amount to be redeemed of bonds of such series
then held by each holder shall bear the same ratio to the
total principal amount of all bonds of such series then to
be redeemed as the total principal amount of all bonds of
such series then held by such holder bears to the total
principal amount of all bonds of such series then
outstanding;
(b) notify the Company of the bonds of Series I to be
so redeemed; and
(c) give notice of redemption of such bonds of Series
I, as provided in Sections 7.02, 7.03, 7.04 and 7.05 of the
Original Indenture, to take effect on the then ensuing
required sinking fund redemption date or other applicable
date of redemption for such bonds of Series I.
The Company covenants that it will pay to the Trustee
i) on or before the day prior to each required
sinking fund payment date, the sum required by Section
1.02 hereof, plus the sum, if any, payable in
accordance with any notice of optional redemption
delivered prior to such required sinking fund payment
date pursuant to Section 1.03 hereof, and
ii) on or before the day prior to the date proposed
by the Company in a notice (which notice shall conform
to the requirements of Article Seven of the Original
Indenture) of any redemption pursuant to Section 1.04
or 1.05 hereof, the principal amount payable in
accordance with such notice.
At the time of each required sinking fund redemption or other
redemption the Company shall pay to the Trustee the amount of the
charges which shall be due the Trustee and the amount of expenses
which the Trustee advises the Company it has incurred or will
incur in connection with such redemption.
ARTICLE THREE
Covenants of the Company
Section 3.01. The Company covenants that it will not
declare or pay dividends (other than in its own common stock) or
make any other distribution on shares of its common stock or
apply any of its property or assets (other than amounts equal to
any proceeds received from the sale of common stock of the
Company) to the purchase or retirement of, or make any other
distribution through reduction of capital or otherwise, in
respect of, any shares of its common stock if, after giving
effect to such distribution, the aggregate of all such
distributions declared, paid, made or applied subsequent to
December 31, 1993, plus the amount of all dividends declared or
accrued on any class of preferred stock of the Company subsequent
to December 31, 1993, and any amounts charged to net income after
December 31, 1993 in connection with the purchase or retirement
of any shares of preferred stock of the Company would exceed an
amount equal to net income of the Company available for dividends
after December 31, 1993, plus the sum of $4,400,000.
The term "net income" as applied to any period shall mean
the net income (or deficit) of the Company for such period
properly transferable to its earned surplus, all computed, if a
uniform system of accounts is prescribed by any commission or
other governmental body having jurisdiction in the premises, in
accordance with such uniform system; otherwise in accordance with
accepted accounting practice, and in any event by deducting from
the aggregate gross revenues of the Company for such period all
expenses required to be deducted in computing earnings available
for interest charges for such period in accordance with Section
4.02B of the Original Indenture (as amended by Section 1.01 of
the Fourth Supplemental Indenture), and also by deducting all
interest requirements, taxes, amortization of debt discount and
expense and other deferred charges, and all other non-operating
expenses for such period.
ARTICLE FOUR
Amendments to Original Indenture
Section 4.01. Section 14.03 of the Original Indenture is
hereby amended to read in its entirety as follows:
If default occurs in payment of principal, premium
or interest due hereunder, the Company covenants
that it will pay or cause to be paid interest upon
overdue principal, premium and interest, to the
extent permitted by law, at the greater of (i) six
percent (6%) per annum and (ii) the rate specified
in the supplemental indenture creating the series
of bonds in questions or, if no such rate is
specified therein, then the rate of interest
payable on the bonds of the series in question plus
one percent (1%).
Section 4.02. Section 4.04 of the Original Indenture, as
amended by Section 4.01 of the Second Supplemental Indenture
dated as of November 15, 1971, is hereby amended in order to
clarify the meaning thereof by inserting the words "as shown by
the" after the word "charges" and before the word "certificate"
in the sixth line thereof, and by inserting the word "are" after
the word "hereof" and before the word "equal" in the seventh line
thereof, so that as amended such Section shall read in its
entirety as follows:
Section 4.04. Additional Bonds of any series other
than Series A, Series B and Series C may be issued
hereunder ot the extent of sixty per cent (60%) of
net bondable expenditures for property additions as
shown by the certificate of net bondable
expenditures required by subparagraph (1) of
Section 4.05 hereof provided that the earnings
available for interest charges as shown by the
certificate required by subparagraph (3) of said
Section 4.05 hereof are equal at least to two (2)
times the annual interest requirements stated in
such certificate.
Section 4.03. The Series I Bonds issued under this Eighth
Supplemental Indenture are subject not only to the terms of the
Original Indenture but also to all amendments to the Original
Indenture set forth in supplemental indentures thereto,
including, without limitation, pursuant to the Fourth
Supplemental Indenture dated as of March 28, 1984.
ARTICLE FIVE
Miscellaneous Provisions
Section 5.01. The Company covenants that, except as to that
part of the trust estate which may hereafter be acquired by it,
it is now well seized of the physical properties by it hereby
mortgaged or intended so to be and has good right, full power,
and lawful authority to make this Eighth Supplemental Indenture
and to subject such physical properties to the lien of the
Original Indenture as heretofore and hereby supplemented; and
that, subject to the provisions of the Original Indenture as
heretofore and hereby supplemented, it has and will preserve good
and indefeasible title to all such physical properties and will
warrant and forever defend the same to the Trustee against the
claims of all persons whomsoever.
Section 5.02. The use of terms and the construction of the
provisions hereof shall be in accordance with the definitions,
uses and constructions contained in the Original Indenture as
heretofore and hereby supplemented.
Section 5.03. The Trustee shall be entitled to, may
exercise and shall be protected by, where and to the full extent
that the same are applicable, with respect to the Series I bonds
herein provided for, all the rights, powers, privileges,
immunities and exemptions provided in the Original Indenture as
so supplemented as if the provisions concerning the same were
incorporated herein at length. The Trustee under the Original
Indenture shall ex officio be Trustee hereunder. The recitals
and statements in this Eighth Supplemental Indenture and in the
Series I bonds (other than the Trustee's Certificate attached
thereto) shall be taken as statements by the Company alone, and
shall not be considered as made by or as imposing any obligation
or liability upon the Trustee, nor shall the Trustee be held
responsible for the legality or validity of this Supplemental
Indenture or of the Series I bonds, and the Trustee makes no
covenant or representation, and shall not be responsible, as to
and for the effect, authorization, execution, delivery or
recording of this Eighth Supplemental Indenture. The Trustee
shall not be taken impliedly to waive by this Eighth Supplemental
Indenture any right it would otherwise have. As provided in the
Original Indenture, this Eighth Supplemental Indenture shall
hereafter form a part of the Original Indenture as heretofore
supplemented.
The remedies and provisions of the Original Indenture as so
supplemented applicable in case of any default by the Company
thereunder are hereby adopted and made applicable in case of any
default with respect to the properties included herein and,
without limitation of the generality of the foregoing, there are
hereby conferred upon the Trustee the same powers of sale and
other powers over the properties described herein as are
expressly to be conferred by the Original Indenture as heretofore
supplemented.
Section 5.04. This Eighth Supplemental Indenture shall
become void when the Original Indenture shall be void.
Section 5.05. This Eighth Supplemental Indenture may be
simultaneously executed in several counterparts, each of which
shall be an original and all of which shall constitute but one
and the same instrument.
Section 5.06. The cover of this Supplemental Indenture and
all article and descriptive headings herein are inserted for
convenience only, and shall not affect any construction or
interpretation hereof.
IN WITNESS WHEREOF, Concord Electric Company has caused this
instrument to be executed in its corporate name by its president,
one of its Vice Presidents or its Treasurer and its corporate
seal to be hereunto affixed and to be attested by the Secretary
of the Board of Directors or its Secretary, and The First
National Bank of Boston, to evidence its acceptance of the trust
hereby created, has caused this instrument to be executed in its
corporate name and its corporate seal to be hereunto affixed by
one of its Authorized Officers, all as of the day and year first
above written.
Attest: CONCORD ELECTRIC COMPANY
Gail A. Siart By: Mark H.Collin
Secretary Treasurer
(Corporate Seal)
Signed, sealed and delivered by
Concord Electric Company
in the presence of us:
Sandra L. Walker
Ellen L. Belanger
THE FIRST NATIONAL BANK OF BOSTON,
Trustee
By:__Sean P. George____________
Authorized Officer
(Corporate Seal)
Signed, sealed and delivered by
The First National Bank of Boston
in the presence of us:
__________________________
__________________________
STATE OF NEW HAMPSHIRE
COUNTY OF ROCKINGHAM, SS.
On this 13th day of October, 1994, before me personally
appeared Mark H. Collin, to me personally known, who, being by me
duly sworn, did say that he is the Treasurer of Concord Electric
Company, that the seal affixed to the foregoing instrument was
signed and sealed by him on behalf of said corporation by
authority of its Board of Directors; and the said Mark H. Collin
acknowledged said instrument to be the free act and deed of said
corporation.
Wilbur R. Ralph
Notary Public
My commission Expires:
(Notarial Seal)
COMMONWEALTH OF MASSACHUSETTS
COUNTY OF SUFFOLK, ss.
On this 12th day of October, 1994, before me personally
appeared J. E. Mogavero, to me personally known, who being by me
duly sworn, did say that she is an Authorized Officer of The
First National Bank of Boston, and that the foregoing instrument
was signed by her on behalf of said Bank by authority of its
Board of Directors; and the said acknowledged said
instrument to be the free act and deed of said Bank.
Shawn Patrick George
Notary Public
My Commission Expires:
(Notarial Seal)
ENDORSEMENT
The First National Bank of Boston, Trustee, being the
Mortgagee under the foregoing Eighth Supplemental Indenture,
hereby consents to the cutting of any timber standing upon any of
the lands conveyed by the said Eighth Supplemental Indenture and
to the sale of any such timber so cut as well as any personal
property conveyed by said Eighth Supplemental Indenture to the
extent, but only to the extent, that such cutting and sale is
permitted under the provisions of the Mortgage referred to in
said Eighth Supplemental Indenture.
Dated: Boston, Massachusetts, October 12, 1994.
THE FIRST NATIONAL BANK OF BOSTON,
Trustee
By: ______________________________
Authorized Officer
Signed on behalf of The First
National Bank of Boston in the
presence of us:
__________________________
__________________________
CONCORD ELECTRIC COMPANY
Eighth SUPPLEMENTAL INDENTURE
SCHEDULE A
Description of Certain Land and Easements
Acquired by the Company since August 29, 1991*
I. PARCELS ACQUIRED
None since date set forth above.
II. EASEMENTS AND RIGHTS ACQUIRED FOR TRANSMISSION LINE PURPOSES
None since date set forth above.
III. LEASEHOLD INTEREST
Acquired a leasehold interest in a certain parcel of land
located on teh southerly side of U.S. Route 4 in Epsom, New
Hampshire for use as a step-down transformer location, a
"mobil sub", and any appurtenent equipment necessary or
conveneint for the operation thereof pursuant to a Lease
Agreement between Dennis Nolin and David Pauliotte and
Concord Electric Company dated May 28, 1993 and recorded in
the Merrimack County Registry of Deeds, Book 1917, Page
1853, for a term of five years and a renewal option for an
additional five year term.
* All conveyances relate to premises located in Merrimack County,
New Hampshire and all recording references are to records on file
at the Merrimack County Registry of Deeds, Concord, New
Hampshire.
Description of Certain Land and Easement
Conveyed by the Company since August 29, 1991 (1)
I. PARCELS CONVEYED
Conveyed to the State of New Hampshire by condemnation a
tract of land located on the southerly side of Route 4 in
the Town of Chichester, County of Merrimack, dated
September 4, 1991 and recorded in Merrimack County Registry
of Deeds, Book 1866, Page 1358.
II. EASEMENTS AND OTHER RIGHTS CONVEYED
Conveyed a Thirty (30) foot right of way to NE Tel. and
Tel. Co. by Quitclaim deed dated February 3, 1992. Proeprty
located at Penacook Substation on the northerly side of
Abbot Road and recorded in Merrimack County Registry of
Deeds in Book 1876, Page 0739.
(1) All conveyances relate to premises in Merrimack County, New Hampshire,
and all recording references are to records at the Merrimack County
Registry of Deeds, Concord, New Hampshire.
SCHEDULE B
(Form of Series I Fully Registered Bond without Coupons)
No. IR $ . . . . . . .
CONCORD ELECTRIC COMPANY
FIRST MORTGAGE BOND, Series I, 8.49%
DUE OCTOBER 14, 2024
Concord Electric Company, a corporation of the State of New
Hampshire (hereinafter called the "Company"), for value received,
hereby promises to pay to ,
or registered assigns, on the fourteenth day of October, 2024,
the principal sum of
Dollars ($ ) and to pay interest thereon from the
date hereof at the rate of eight and forty-nine hundredths per
centum (8.49%) per annum (computed on the basis of a thirty (30)
day month and a three hundred sixty (360) day year) payable
semiannually on the first day of April and the first day of
October in each year, commencing with the first day of April,
1995, until said principal sum is paid; and to pay interest on
any overdue principal (including any overdue prepayment of
principal) and premium, if any, and (to the extent permitted by
applicable law) on any overdue payment of interest at the rate of
9.49% per annum. The principal of, premium, if any, and the
interest on this bond shall be payable at the principal corporate
trust office of The First National Bank of Boston, in Boston,
Massachusetts, or at the principal corporate trust office of its
successor as Trustee of the trust hereinafter referred to, or at
the option of certain holders in accordance with the provisions
of Section 1.01 of the Eighth Supplemental Indenture hereinafter
referred to, in lawful money of the United States of America.
This bond is one of a duly authorized issue of First
Mortgage Bonds of the Company limited as to aggregate principal
amount as set forth in the Indenture hereinafter mentioned,
issuable in series, and is one of a series know as First Mortgage
Bonds, Series I, all bonds of all series being issued and to be
issued under and pursuant to and all equally secured (except as
any sinking or other fund, established in accordance with the
provisions of the Indenture hereinafter mentioned, may afford
additional security for the bonds of any particular series) by an
Indenture of Mortgage and Deed of Trust dated as of July 15, 1958
(herein called the "Original Indenture") duly executed and
delivered by the Company to Old Colony Trust Company (The First
National Bank of Boston being successor Trustee and together with
Old Colony Trust Company being called the "Trustee"), to which
Original Indenture and to all Indentures supplemental thereto,
including an Eighth Supplemental Indenture dated as of October
14, 1994 (herein together called the "Indenture") reference is
hereby made for a description of the property transferred,
assigned and mortgaged thereunder, the nature and extent of the
security, the terms and conditions upon which the bonds are
secured and additional bonds may be issued and secured, and the
rights of the holders or registered owners of said bonds, of the
Trustee and of the Company in respect of such security. Neither
the foregoing reference to the Indenture, nor any provision of
this bond or of the Indenture, shall affect or impair the
obligation of the Company, which is absolute, unconditional and
unalterable, to pay, at the stated or accelerated maturities
herein provided, the principal of and premium, if any, and
interest on this bond as herein provided.
Bonds of this Series I are entitled to the benefit of a
required sinking fund and an optional sinking fund provided for
in the Indenture and shall become subject to redemption for the
purposes of such sinking funds at the principal amount thereof
without premium, plus interest accrued thereon to the date of
such redemption, all on the conditions and in the manner provided
in the Indenture.
Bonds of this Series I are also redeemable, in whole or in
part, in integral multiples of one hundred thousand dollars, at
the option of the Company on any date on at least 30 days'
notice, in the manner, with the effect, subject to the
limitations and for the amounts specified in Section 1.04 of the
Indenture.
On the conditions and in the manner provided in the Section
1.05 of the Indenture, Series I bonds may also become subject to
redemption, in whole or in part, at any time on at least 30 days'
notice, in the manner, with the effect and for the amounts
specified in said Section 1.05, by the use of moneys deposited
with or paid to the Trustee as the proceeds of the sale or
condemnation of property of the Company or as the proceeds of
insurance policies deposited with or paid to the Trustee because
of damage to or destruction of property of the Company.
In the event that all or any part of the bonds of this
Series I shall be redeemed or otherwise discharged prior to their
maturity pursuant to or in accordance with the order of any
governmental commission or regulatory authority upon the
reorganization, dissolution or liquidation of the Company, or
otherwise, the registered owners of such Series I bonds shall be
entitled to be paid therefor an amount specified in Section 1.06
of the Indenture.
The Indenture provides that, if notice of redemption of any
bond issued pursuant to its terms, including the Series I bonds,
or of any portion of the principal amount of any such bond
selected for redemption has been duly given, then such bond or
such portion thereof shall become due and payable on the
redemption date, and, if the redemption price shall have been
duly deposited with the Trustee, interest thereon shall cease to
accrue from and after the redemption date, and that whenever the
redemption price thereof shall have been duly deposited with the
Trustee and notice of redemption shall have been duly given, or
provision thereof made as provided in the Indenture, such bond or
such portion thereof shall no longer be entitled to any lien or
benefit of the Indenture.
In case an event of default, as defined in the Indenture,
occurs, the principal of this bond may become or may be declared
due and payable prior to the stated maturity hereof in the manner
and with the effect and subject to the conditions provided in the
Indenture.
This bond is transferable by the registered owner hereof, in
person or by duly authorized attorney, upon books of the Company
to be kept for that purpose at the corporate trust office of the
Trustee under the Indenture, upon surrender thereof at said
office for cancellation and upon presentation of a written
instrument of transfer duly executed, and thereupon the Company
shall issue in the name of the transferee or transferees, and the
Trustee shall authenticate and deliver, a new registered bond or
bonds, of like form and in an authorized denomination or in
authorized denominations and of the same series, for the same
aggregate principal amount. Bonds of Series I upon surrender
thereof at said office may be exchanged for the same aggregate
principal amount of fully registered bonds of Series I of another
authorized denomination or other authorized denominations,
all-upon payment of the charges, if any, and subject to the terms
and conditions specified in the Indenture.
The Company and the Trustee may treat the registered owner
of this bond as the absolute owner hereof for all purposes.
With the consent of the Company and to the extent permitted
by and as provided in the Indenture, any of the provisions of the
Indenture or of any instrument supplemental thereto may be
modified by the assent or authority of the holders of at least
seventy-five per centum (75%) in principal amount of the bonds
then outstanding thereunder, provided, however, that no such
modification shall (i) extend the time or times or payment of the
principal of, or the interest or premium, if any, on any bond,
(ii) reduce the principal amount thereof or the rate of interest
or premium thereon, (iii) authorize the creation of any lien
prior or equal to the lien of the Indenture upon any property
subject to the lien thereof, or deprive any bondholder of the
benefit of the lien of the Indenture, (iv) affect the rights
under the Indenture of the holders of one or more, but less than
all, of the series of bonds outstanding thereunder unless
assented to by the holders of seventy-five per centum (75%) in
aggregate principal amount of bonds outstanding thereunder of
each of the series so affected, (v) reduce the percentage of
bonds, the holders of which are required to assent to any such
modification, or (vi) in any manner affect the rights or
obligations of the Trustee without its written consent thereto.
No recourse shall be had for the payment of the principal of
or the interest on this bond or of any claim based hereon or in
respect hereof or of the Indenture, against any incorporator,
stockholder, officer or director of the Company, or of any
successor company, whether by virtue of any statute or rule of
law or by the enforcement of any assessment of penalty or
otherwise, all such liability being by the acceptance hereof
expressly waived and released and being also waived and released
by the terms of the Indenture.
This bond shall not be valid nor become obligatory for any
purpose until it shall have been authenticated by the execution
of the certificate hereon endorsed by the Trustee under the
Indenture.
IN WITNESS WHEREOF, Concord Electric Company has caused this
bond to be signed in its name by its President or one of its Vice
Presidents and its corporate seal to be hereunto affixed and
attested by its Treasurer or one of its Assistant Treasurers, and
this bond to be dated the day of , 1994.
CONCORD ELECTRIC COMPANY
By ________________________________
President
(Corporate Seal)
ATTEST: ______________________
Treasurer
(Form of Trustee's Certificate for all Bonds of Series I)
This is one of the First Mortgage Bonds, Series I, referred to in
the within mentioned Indenture.
THE FIRST NATIONAL BANK OF BOSTON
Trustee
By: _______________________________
Authorized Officer
(Form of Notation of Payments on Account of Principal)
PAYMENTS ON ACCOUNT OF PRINCIPAL
_________________________________________________________________
Date Amount Paid Signature
_________________________________________________________________
_________________________________________________________________
_________________________________________________________________
_________________________________________________________________
_________________________________________________________________
_________________________________________________________________
_________________________________________________________________
(Form of Endorsement)
FOR VALUE RECEIVED the undersigned hereby sells, assigns and
transfers unto the within
bond, and all rights thereunder, hereby irrevocably constituting
and appointing attorney
to transfer said bond on the books of the Company, with full
power of substitution in the premises.
Dated: ______________ ___________________________________
Signature of Registered Owner
In the presence of ________________________________
NOTICE: The signature of this assignment must correspond
with the name of the payee as it appears upon the face of the
within bond in every particular, without alteration or
enlargement or any change whatever.
EXETER & HAMPTON ELECTRIC COMPANY
TO
THE FIRST NATIONAL BANK OF BOSTON, TRUSTEE
__________________
TENTH
SUPPLEMENTAL INDENTURE
Dated as of October 14, 1994
___________________
Additional Issue (Series K, 8.49%,
due October 14, 2024)
$9,000,000
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Recorded Rockingham County Registry of Deeds
Book , Page , 19 A.M.
THIS SUPPLEMENTAL INDENTURE, dated and entered into as of
October 14, 1994, by and between EXETER & HAMPTON ELECTRIC
COMPANY, a corporation duly organized and existing under the laws
of The State of New Hampshire (hereinafter commonly referred to
as the "Company") (its Federal tax identification number being
02-0131510) and THE FIRST NATIONAL BANK OF BOSTON, a national
banking association, as successor Trustee to OLD COLONY TRUST
COMPANY under the Indenture of Mortgage and Deed of Trust
referred to in the first recital hereof (hereinafter, together,
as appropriate, with Old Colony Trust Company commonly referred
to as the "Trustee") (its Federal tax identification number being
04-2472499),
WITNESSETH:
WHEREAS the Company heretofore duly executed and delivered
to the Trustee its Indenture of Mortgage and Deed of Trust
(hereinafter generally referred to as the "Original Indenture"
and sometimes referred to, with each and every other instrument,
including this Supplemental Indenture, which the Company may
execute with the Trustee pursuant to the provisions thereof and
which is therein stated to be supplemental to the Original
Indenture, as the "Mortgage"), dated as of December 1, 1952, but
actually executed on December 5, 1952, and recorded, among other
places, in Rockingham County, New Hampshire, Registry of Deeds,
Volume 1268, Page 375, and in the Office of the Town Clerk of the
Town of Exeter, New Hampshire, Mortgage Records, Book 15, Page
501, to which this instrument is supplemental, a First
Supplemental Indenture thereto dated as of January 16, 1956,, a
Second Supplemental Indenture thereto dated as of January 15,
1960, a Third Supplemental Indenture thereto dated as of June 1,
1964, a Fourth Supplemental Indenture thereto dated as of January
15, 1968, a Fifth Supplemental Indenture thereto dated as of
November 15, 1971, a Sixth Supplemental Indenture thereto dated
as of April 1, 1974, a Seventh Supplemental Indenture thereto
dated as of December 15, 1977, an Eighth Supplemental Indenture
thereto dated as of October 28, 1987, and a Ninth Supplemental
Indenture thereto dated as of August 29, 1991, whereby
substantially all the properties of the Company used by it in its
electric utility business, whether then owned or thereafter
acquired, with certain exceptions and reservations fully set
forth in the Original Indenture and in said Supplemental
Indentures, were given, granted, bargained, sold, warranted,
pledged, assigned, transferred, mortgaged and conveyed to the
Trustee, its successors and assigns, in trust upon the terms and
conditions set forth therein to secure bonds of the company
issued and to be issued thereunder (together the "bonds"), and
for other purposes more particularly specified therein; and
WHEREAS, on January 4, 1971 Old Colony Trust Company was
merged into The First National Bank of Boston, which thereupon
succeeded to the trusts under the Original Indenture and the
Supplemental Indentures thereto; and
WHEREAS, there are now outstanding under the Mortgage
$518,000 in principal amount of First Mortgage Bonds, Series E,
$1,235,000 in principal amount of First Mortgage Bonds, Series F,
$930,000 in principal amount of First Mortgage Bonds, Series G,
$1,120,000 in principal amount of First Mortgage Bonds, Series H,
$600,000 in principal amount of First Mortgage Bonds, Series I,
and $5,000,000 in principal amount of First Mortgage Bonds,
Series J, and the Company presently proposes to issue $9,000,000
in principal amount of First Mortgage Bonds, of a new series to
be designated First Mortgage Bonds, Series K (hereinafter
sometimes referred to as "Series K bonds" or "bonds of Series K);
and
WHEREAS all things have been done and performed which are
necessary to make the Series K bonds, when authenticated by the
Trustee and issued as in the Original Indenture and herein
provided, legal valid and binding obligations of the Company;
NOW THEREFORE, in consideration of the premises, and of the
acceptance and purchase of the Series K bonds by the holders
thereof, and of other good and valuable consideration, the
receipt whereof is hereby acknowledged, and in confirmation of
and supplementing the Original Indenture and each of the said
Supplemental Indentures thereto and in performance of and
compliance with the provisions thereof, the Company, by these
presents, does give, grant, bargain, sell, warrant, pledge,
assign,, transfer, mortgage and convey unto the Trustee and its
successor or successors in the trust thereby and hereby created,
and its and their assigns, as provided in the Original Indenture
and said Supplemental Indentures, all and singular, the property
and rights and interests in property, described and thereby
conveyed, pledged, assigned, transferred and mortgaged, or
intended or required so to be (said descriptions in the Original
Indenture and said Supplemental Indentures being hereby made a
part hereof to the same extent as if set forth herein at length),
whether then or now owned or thereafter or hereafter acquired,
except such of said properties or interests therein as may have
been released by the Trustee or sold or disposed of in whole or
in part as permitted by the provisions of the Original Indenture
or any such Supplemental Indenture, and also, but without in any
way limiting the generality of the foregoing, all the right,
title and interest of the Company in and to the franchises,
rights, titles, interests, easements and properties described in
Schedule A hereto attached and hereby made a part hereof as full
as if set forth herein at length, and all proceeds of any of the
foregoing at any time conveyed, pledged, assigned, transferred,
mortgaged, paid or delivered to and from time to time held by the
Trustee upon the trusts of the Mortgage.
SUBJECT, HOWEVER, insofar as affected thereby, to any
permitted encumbrances as defined in Section 1.01 of the Original
Indenture, and, as to the property specifically described in
Schedule A of the Original Indenture and said several
Supplemental Indentures and in Schedule A hereof, to the liens,
encumbrances, reservations, restrictions, conditions,
limitations, covenants, interests and exceptions, if any, set
forth or referred to in the descriptions thereof contained in
said Schedules, none of which substantially interferes with the
free use and enjoyment by the Company of the property and rights
hereinabove described for the general purposes and uses of the
Company's electric business;
AND SUBJECT FURTHER, as to all hereafter-acquired property,
insofar as affected thereby, to any mortgages, encumbrances or
liens on such after-acquired property existing at the time of
such acquisition or contemporaneously created, conforming to the
provisions of Section 8.07 of the Original Indenture;
BUT SPECIFICALLY RESERVING, EXCEPTING AND EXCLUDING from
this instrument, and from the grant, conveyance, mortgage,
transfer and assignment herein contained, all right, title and
interest of the Company, now owned or hereafter acquired in and
to properties and rights of the kind specified in subclauses (a)
to (d), both inclusive, of the granting clauses, on pages 16-17,
of the Original Indenture (as amended by Section 8.03A of the
Eighth Supplemental Indenture);
TO HAVE AND TO HOLD the trust estate described above, with all of
the privileges and appurtenances thereunto belonging, unto the
Trustee, its successors in the trusts of the Mortgage, and its
and their assigns, to its and their own use, forever;
BUT IN TRUST NEVERTHELESS, upon the terms and trusts set forth in
the Mortgage, for the equal pro rata benefit, security and
protection (except as provided in Section 8.14 of the Original
Indenture and except insofar as a sinking, improvement or
analogous fund or funds, established in accordance with the
provisions of the Original Indenture, or any indenture
supplemental thereto, may afford particular security for bonds of
one or more series) of the bearers and the registered owners of
the bonds from time to time authenticated, issued and outstanding
under the Mortgage, and the bearers of the coupons appertaining
thereto, without (except as aforesaid) any preference, priority
or distinction whatever of any one bond over any other bond by
reason of priority in the issue, sale or negotiation thereof, or
otherwise;
PROVIDED, HOWEVER, and these presents are upon the condition
that, if the Company shall pay or cause to be paid the principal
of and premium, if any, and interest on the bonds at the times
and in the manner therein and in the Mortgage provided, and shall
keep, perform and observe all and singular the covenants
expressed to be kept, performed and observed by or on the part of
the Company, then this Supplemental Indenture and the estate and
rights hereby granted shall, pursuant to the provisions of
Article Fourteen of the Original Indenture, cease, determine and
be void, but otherwise shall be and remain in full force and
effect.
AND IT IS HEREBY COVENANTED, DECLARED AND AGREED, upon the
trusts and for the purposes aforesaid, as set forth in the
following covenants, agreements, conditions and provisions, to
wit:
PART I
CREATION AND TERMS OF SERIES K BONDS
ARTICLE ONE
Creation of Series K Bonds
Section 1.01. There shall be and is hereby created an
additional series of bonds designated as and entitled "First
Mortgage Bonds, Series K." Series K bonds shall be fully
registered bonds without coupons, of the denomination of $1,000
and multiples thereof. The registered bonds of Series K
originally issued shall be dated the date of such issue and any
bonds of Series K subsequently issues shall be dated as provided
in Section 1.04 of the Original Indenture. All Series K bonds
shall mature on October 14, 2024 and shall bear interest at the
rate of eight and forty-nine one hundredths percent (8.49%) per
annum from their respective dates of issue, such interest to be
payable semi-annually on the fourteenth day of April and the
fourteenth day of October in each year commencing the fourteenth
day of April, 1995, and shall bear interest on any overdue
principal (including any overdue prepayment of principal) and
premium, if any, and (to the extent permitted by applicable law)
on any overdue payment of interest, at the rate of 9.49% per
annum. Both the principal of and interest on bonds of Series K
shall be payable at the principal corporate trust office of The
First National Bank of Boston, Boston, Massachusetts or at the
principal corporate trust office of its successor as Trustee
hereunder, in lawful money of the United States of America
provided that the Company may enter into a written agreement with
any registered Institutional Holder of the bonds of Series K
providing that payment of interest thereon and of the redemption
price on any portion of the principal amount thereof (including
premium, if any) which may be redeemed shall be made directly to
such holder or to its nominee, as the case may be, at a duly
designated place of payment within the United States, without
surrender or presentation of such bonds of Series K to the
Trustee, provided that (A) there shall have been filed with the
Trustee a copy of such agreement and (B) pursuant to such
agreement such holder shall agree that it will not sell, transfer
or otherwise dispose of any such bonds of series K in respect of
which any such payment or redemption shall have been made unless,
prior to the delivery thereof by it, either (i) it shall have
made a clear and accurate notation of the amount of principal so
redeemed upon any such bond instrument to be transferred, or (ii)
such bond of Series K shall have been presented to the Trustee
for appropriate notation thereon of the portion of the principal
amount thereof redeemed, or (iii) such bond or bonds of Series K
shall have been surrendered in exchange for a new bond or bonds
of Series K for the unredeemed balance of the principal amount
thereof in accordance with the other terms of the Mortgage. For
purposes of this Section 1.01, the term "Institutional Holder"
shall mean any insurance company, bank, savings and loan
association, trust compnay, investment company, charitable
foundation, employee benefit plan (as defined in ERISA) or other
institutional investor or financial institution. The texts of the
Series K bonds and the Trustee's certificate with respect to them
shall be respectively substantially of the tenor and purport set
forth in Schedule B hereto. The Series K bonds shall be numbered
in such manner or by such method as shall be satisfactory to the
Trustee.
The issue of bonds of Series K hereunder is hereby limited
to the $9,000,000 in aggregate principal amount of Series K bonds
initially issued as provided in Section 1.08 hereof and to Series
K bonds issued in exchange or substitution for outstanding Series
K bonds under the provisions of Sections 2.09, 2.11, 2.12 and
7.05 of the Original Indenture and of Section 1.07 hereof (except
that despite the provisions of Section 2.09 of the Original
Indenture no bonds of Series K may be converted from registered
to coupon form).
Section 1.02. As a required sinking fund for the benefit of
the Series I bonds, the Company covenants that it will, on
October 13 in each year, beginning on October 13, 2015, and
continuing to and including October 13, 2024, pay to the Trustee
immediately available funds sufficient to redeem, at par, Series
K bonds then outstanding, in the principal amount of
Nine HundredThousand Dollars ($900,000)(or the remaining
principal amount if less than $900,000 principal amount of Series
K bonds at the time remains outstanding). The payments required
for the sinking fund as above provided are in this Section 1.02
and elsewhere in this Tenth Supplemental Indenture referred to as
"required sinking fund payments" and the day following each such
payment is herein and therein referred to as a "required sinking
fund redemption date". Each required sinking fund payment shall
be applied to the redemption of Series K bonds on the applicable
required sinking fund redemption date.
No redemption under Section 1.03, 1.04, 1.05 or 1.06 hereof
shall affect or reduce the obligation of the Company to provide
for required sinking fund redemptions under this Section 1.02
until all Series K bonds shall have been paid in full.
Section 1.03. At the same time it makes any required
sinking fund payment, the Company shall have the option (which
shall be non-cumulative) to pay to the Trustee, in immediately
available funds, an additional principal amount of Nine Hundred
Thoursand Dollars ($900,000)(in this Section 1.03 and elsewhere
in this Tenth Supplemental Indenture referred to as an "optional
sinking fund payment"), provided, that the cumulative amount of
all optional sinking fund payments pursuant to this Section 1.03
shall not exceed One Million Eight Hundred Thousand Dollars
($1,800.000) and each such optional sinking fund payment shall be
aplied to the redemption of Series K bonds or the required
sinking fund redemption date for such sinking fund payment. The
Company will give notice, by registered mail, postage prepaid, to
the Trustee and to each registered owner of a bond of Series K of
any required or optional payment to be made pursuant to Section
1.02 or this Section 1.03 or Section 1.04 or Section 1.05 hereof
not more than 60, nor less than 30, days prior to the required
sinking fund redemption date (or other designated date of
redemption in the case of a redemption pursuant to Section 1.04
or Section 1.05).
Section 1.04. In addition to the required and optional
sinking funds provided by Sections 1.02 and 1.03 hereof, all of
the bonds of Series K, or any part of the principal amount
thereof constituting One Hundred Thousand Dollars ($100,000) or
any integral multiple thereof, shall be subject to redemption, at
the option of the Company, on any date on or after October 14,
1994 and before October 14, 2019, pursuant to the provisions of
Article Seven of the Original Indenture, and by payment of an
amount equal to the Make Whole Amount, as defined below in this
Section 1.04. In addition to the foregoing, on any date on or
after October 14, 2019, all of the bonds of Series K, or any part
of the principal amount thereof constituting One Hundred Thousand
Dollars ($100,000) or any integral multiple thereof, shall be
subject to redemption, at the option of the Company, by payment
of the interest accrued on the principal amount of the bond or
bonds optionally to be redeemed to the date fixed for such
redemption plus an amount equal to the applicable percentage of
the principal amount thereof as follows:
Date Fixed for Redemption Premium
If redeemed on or after October
14, 2019 and before October 14, 2020 . . . . . . . 101.5%
On or after October 14, 2020 and
before October 14, 2021 . . . . . . . 101.0%
On or after October 14, 2021 and
before October 14, 2022 . . . . . . . 100.5%
On or after October 14, 2022 and
prior to maturity . . . . . . . 100.0%
For purposes of this Section 1.04, the Make Whole Amount
shall mean the greater of (i) the outstanding principal amount of
the bonds to be redeemed, plus interest accrued thereon to the
date fixed for such redemption, and (ii) the sum of (A) the
aggregate present value as of the date of such redemption of each
dollar of principal being redeemed (taking into account each
redemption required by Section 1.02 above) and the amount of
interest (exclusive of interest accrued to the date fixed for
such redemption) that would have been payable in respect of each
such dollar if such redemption had not been made, determined by
discounting such amounts at the Reinvestment Rate (as hereinafter
defined) from the respective dates on which they would have been
payable to the date of such redemption, plus (B) interest accrued
on the bonds to the date fixed for such redemption.
For purposes of any determination of the Make Whole Amount:
"Reinvestment Rate" shall mean the sum of (i) 0.50%
plus (ii) the arithmetic mean of the yields for the two
columns under the heading "Week Ending" published in the
Statistical Release under the caption "Treasury Constant
Maturities" for the maturity (rounded to the nearest month)
corresponding to the Weighted Average Life to Maturity of
the principal amount of the bonds being redeemed (taking
into account each redemption required by Section 1.02). If
no maturity exactly corresponds to such Weighted Average
Life to Maturity, yields for the published maturity next
longer than the Weighted Average Life to Maturity and for
the published maturity next shorter than the Average
Weighted Life to Maturity shall be calculated pursuant to
the immediately preceding sentence, and the Reinvestment
Rate shall be interpolated from such yields on a
straight-line basis, rounding in each of such relevant
periods to the nearest month. For the purposes of
calculating the Reinvestment Rate, the most recent
Statistical Release published prior to the date of
determination of the Make Whole Amount shall be used.
"Statistical Release" shall mean the then most
recently published statistical release designated
"H.15(519)" or any successor publication which is published
weekly by the Federal Reserve System and which establishes
yields on actively traded U.S. Government Securities
adjusted to constant maturities or, if such statistical
release is not published at the time of any determination
hereunder, then such other reasonably comparable index
which shall be designated by the holders of 66 2/3% in
aggregate principal amount of outstanding series K bonds.
"Weighted Average Life to Maturity" of the principal
amount of the bonds being redeemed shall mean, as of the
time of any determination thereof, the number of years
obtained by dividing the then Remaining Dollar-Years of
such principal by the aggregate amount of such principal.
The term "Remaining Dollar-Years" of such principal shall
mean the amount obtained by (i) multiplying (x) the
remainder of (1) the amount of principal that would have
been payable on each scheduled redemption date under
Sections 1.02 hereof if the redemption pursuant to this
Section 1.04 had not been made, less (2) the amount of
principal on the bonds scheduled to become payable on each
such redemption date under Sections 1.02 after giving
effect to the redemption pursuant to this Section 1.04, by
(y) the number of years (calculated to the nearest
one-twelfth) which will elapse between the date of
determination and each such scheduled redemption date under
Sections 1.02, and (ii) totalling the products obtained in
(i).
Section 1.05. Series K bonds may be redeemed pursuant to
Article Twelve of the Original Indenture (i) out of release
moneys or other trust moneys, required by Section 8.12 of the
Original Indenture to be deposited with the Trustee, on any date
and shall be redeemed for an amount equal to the principal amount
of the bonds to be redeemed, plus interest accrued to the date of
redemption; or (ii) out of release moneys or other trust moneys
required by Sections 8.10, 11.03 or 11.04 or the Original
Indenture to be deposited with the Trustee, on any date and, if
redeemed prior to October 14, 2019, then they shall be redeemed
for an amount equal to the Make Whole Amount, as defined above
in Section 1.04, and if redeemed on any date onor after October
14, 2019, then they shall be redeemed for an amount of the bond
or bonds to be redeemed to the date fixed for redemption, plus an
amount equal to the applicable percentage fo the principal amount
thereof set forth in Section 1.04, above, for optional
redemptions occurring on or after October 14, 2019.
Section 1.06. In the event that all or any part of the
bonds of Series K shall be redeemed or otherwise discharged prior
to their maturity pursuant to or in accordance with the order of
any governmental commission or regulatory authority upon the
reorganization, dissolution or liquidation of the Company, or
otherwise, the registered owners of such bonds of Series K shall
be entitled to be paid therefor an amount equal to the Make Whole
Amount, if such redemption or discharge occurs prior to October
14, 2019, or, if such redemption or discharge occurs on or after
October 14, 2019, then the registered owners of such bonds shall
be entitled to be paid thereafter an amount equal to the
interest accrued to the date of redemption, plus an amount equal
to the then applicable percentage of the principal amount thereof
provided in Section 1.04, above, for optional redemptions on or
after such date.
Section 1.07. Fully registered bonds of Series K, upon
surrender thereof at the principal office of the Trustee, may be
exchanged for the same aggregate principal amount of other fully
registered bonds of this Series.
Within a reasonable time after the receipt of a request for
such an exchange, the Company shall issue and the Trustee shall
authenticate and deliver all bonds required in connection
therewith, and the Trustee shall make such exchange upon payment
to it of such charge, if any, as is required by the following
paragraph.
For any exchange of bonds of Series K, the Company, at its
option, may require the payment of a sum sufficient to reimburse
it for any stamp or other tax or governmental charge required to
be paid by the Company or the Trustee.
Section 1.08. Upon the execution of this Supplemental
Indenture and upon compliance with all applicable provisions of
Articles Four and Five of the Original Indenture, the Company
shall execute and deliver to the Trustee, and the Trustee shall
authenticate and deliver to or upon the Order of the Company,
bonds of Series K in the form of registered bonds without coupons
in the aggregate principal amount of Nine Million Dollars
($9,000,000).
ARTICLE TWO
Redemption
Section 2.01. In the case of any required or optional
sinking fund redemption pursuant to Sections 1.02 and 1.03
hereof, forthwith after the September 14 preceding each required
sinking fund payment date, and in the case of any proposed
redemption pursuant to Sections 1.04 or 1.05, forthwith after the
Trustee's receipt of proper notice from the Company of any such
proposed redemption, the Trustee, pursuant to the provisions of
Article Seven of the Original Indenture, shall
(a) select for redemption a principal amount of Series
K bonds equal to the amount to be redeemed on the next
ensuing required sinking fund payment date or designated
optional redemption date, as the case may be, so that the
principal amount to be redeemed of bonds of such series
then held by each holder shall bear the same ratio to the
total principal amount of all bonds of such series then to
be redeemed as the total principal amount of all bonds of
such series then held by such holder bears to the total
principal amount of all bonds of such series then
outstanding;
(b) notify the Company of the bonds or portions
thereof to be so redeemed; and
(c) give notice of redemption of such bonds or
portion's thereof, as provided in Sections 7.02, 7.03, 7.04
and 7.05 of the Original Indenture, to take effect on the
then ensuing sinking fund payment date for such bonds.
The Company covenants that it will pay to the Trustee
i) on or before the day prior to each required
sinking fund payment date, the sum required by Section
1.02 hereof, plus the sum, if any, payable in
accordance with any notice of optional redemption
delivered prior to such required sinking fund payment
date pursuant to Section 1.03 hereof,
ii) on or before the day prior to the date proposed
by the Company in a notice (which notice shall conform
to the requirements of Article Seven of the Original
Indenture) of any redemption pursuant to Section 1.04
or 1.05 hereof, the amount payable in accordance with
such notice, and
iii) the amount of reimbursable charges and
expenses which the Trustee has incurred or will incur
in connection with such redemption.
ARTICLE THREE
Covenants of the Company
Section 3.01. The Company covenants that it will not
declare dividends (other than in its own common stock) or make
any other distribution on shares of its common stock or apply any
of its property or assets (other than amounts equal to any
proceeds received from the sale of common stock of the Company)
to the purchase or retirement of or make any distribution,
through reduction of capital or otherwise, in respect of any
shares of its common stock, if, after giving effect to such
distribution, the aggregate of all such distributions declared,
paid, made or applied subsequent to December 31, 1993 plus the
amount of all dividends declared or accrued on any class of
preferred stock of the Company, subsequent to December 31, 1993,
and any amounts charged to net income after December 31, 1993 in
connection with the purchase or retirement of any shares of
preferred stock of the Company, would exceed an amount equal to
net income of the Company available for dividends after December
31, 1993, plus the sum of $7,225,000.
The term "net income" as applied to any period shall mean
the net income (or deficit) of the Company for such period
properly transferrable to its earned surplus, all computed, if a
uniform system of accounts is prescribed by any commission or
other governmental body having jurisdiction in the premises, in
accordance with such uniform system; otherwise in accordance with
accepted accounting practice, and in any event by deducting from
the aggregate gross revenues of the Company for such period all
expenses required to be deducted in computing earnings available
for interest charges for such period in accordance with Section
4.02 of the Original Indenture (as amended by Section 5.01 of the
Eighth Supplemental Indenture), and also by deducting all
interest requirements, taxes, amortization of debt discount and
expense and other deferred charges, and all other non-operating
expenses for such period.
ARTICLE FOUR
Reaffirmation of Covenants and
Warranties of Original Indenture
Section 4.01. The Company covenants that, except as to that
part of the trust estate which may hereafter be acquired by it,
it is now well seized of the physical properties by it hereby
mortgaged or intended so to be and has good right, full power,
and lawful authority to make this Supplemental Indenture and to
subject such physical properties to the lien of the Original
Indenture as heretofore and hereby supplemented; and that,
subject to the provisions of the Original Indenture as heretofore
and hereby supplemented, it has and will preserve good and
indefeasible title to all such physical properties and will
warrant and forever defend the same to the Trustee against the
claims of all persons whomsoever.
Section 4.02. The Trustee shall be entitled to, may
exercise and shall be protected by, where and to the full extent
that the same are applicable, all the rights, powers, privileges,
immunities and exemptions provided in the Original Indenture, as
heretofore and hereby supplemented, as if the provisions
concerning the same were incorporated here at length. The
Trustee under the Original Indenture, as so supplemented, shall
ex officio be Trustee hereunder. The recitals and statements in
this Supplemental Indenture and in the Series K bonds (other than
the Trustee's Certificate attached hereto) shall be taken as
statements by the Company alone, and shall not be considered as
made by or as imposing any obligation or liability upon the
Trustee, nor shall the Trustee be held responsible for the
legality or validity of this Supplemental Indenture or of the
Series K bonds, and the Trustee makes no covenants or
representation, and shall not be responsible as to and for the
effect, authorization, execution, delivery or recording of this
Supplemental Indenture. The Trustee shall not be taken impliedly
to waive by this Supplemental Indenture any right it would
otherwise have. As provided in the Original Indenture this
Supplemental Indenture shall hereafter form a part of the
Original Indenture as heretofore supplemented.
The remedies and provisions of the Original Indenture
applicable in case of any default by the Company thereunder are
hereby adopted and made applicable in case of any default with
respect to the properties included herein and, without limitation
of the generality of the foregoing, there and hereby conferred
upon the Trustee the same powers of sale and other powers over
the properties described herein as are expressly conferred by the
Original Indenture as heretofore supplemented.
ARTICLE FIVE
Amendments to Original Indenture
Section 5.01 Section 15.03 of the Original Indenture is
hereby amended to read in its entirety as follows:
If default occurs in payment of principal, premium
or interest due hereunder, interest shall be paid
upon overdue principal at the greater of (i) the
rate of interest payable on the bonds of a
particular series, plus one percent (1%) and (ii)
the rate specified in the supplemental indenture
creating the series of bonds in question; interest
shall be paid on overdue interest and premium at the
greater of (i) six percent (6%) per annum and (ii)
the rate specified in the supplemental indenture
creating the series of bonds in question or, if not
such rate is specified therein, then the rate of
interest payable on the bonds of the series in
question plus one percent (1%).
Section 5.02. The Series K Bonds issued under this Tenth
Supplemental Indenture are subject not only to the terms of the
Original Indenture but also to all amendments to the Original
Indenture set forth in supplemental indentures thereto,
including, without limitation, pursuant to the Eighth
Supplemental Indenture dated as of October 29, 1987.
ARTICLE SIX
Miscellaneous Provisions
Section 6.01. The use of terms herein and the construction
of the provisions hereof shall be in accordance with the
definitions, uses and constructions contained in the Original
Indenture as heretofore and hereby supplemented.
Section 6.02. This Tenth Supplemental Indenture shall
become void when the Original Indenture shall be void.
Section 6.03. This Supplemental Indenture may be
simultaneously executed in several counterparts, each of which
shall be an original, and all of which shall constitute but one
and the same instrument.
Section 6.04. The cover of this Tenth Supplemental
Indenture and all article and descriptive headings are inserted
for convenience only, and shall not affect any construction or
interpretation hereof.
IN WITNESS WHEREOF, Exeter & Hampton Electric Company has
caused this instrument to be executed in its corporate name by
its President, one of its Vice Presidents or its Treasurer and to
be attested and its corporate seal to be hereunto affixed by its
Secretary or the Secretary of its Board of Directors, and The
First National Bank of Boston, to evidence its acceptance of the
Trust hereby created, has caused this instrument to be executed
in its corporate name by one of its Authorized Officers, all as
of the day and year first above written.
Attest: EXETER & HAMPTON ELECTRIC COMPANY
Gail A. Siart By: Mark H. Collin
Secretary Treasurer
(Corporate Seal)
Signed, sealed and delivered by
Exeter & Hampton Electric Company
in the presence of us:
Sandra L. Walker
Ellen L. Belanger
THE FIRST NATIONAL BANK OF BOSTON,
Trustee
By: ___J. E. Mogavero_____________
Authorized Officer
Signed and delivered by
The First National Bank of Boston
in the presence of us:
__________________________
__________________________
STATE OF NEW HAMPSHIRE )
) ss.
COUNTY OF )
On this 13th day of October, 1994, before me personally
appeared Mark H. Collin to me personally known, who,
being by me duly sworn, did say that he is the Treasurer of
Exeter & Hampton Electric Company, that the seal affixed to the
foregoing instrument is the corporate seal of said corporation,
and that said instrument was signed and sealed by him on behalf
of said corporation by authority of its Board of Directors; and
the said Mark H. Collin acknowledged said instrument to be the
free act and deed of said corporation.
Wilbur R. Ralph
Notary Public
My Commission Expires
(Notarial Seal)
COMMONWEALTH OF MASSACHUSETTS )
) SS.
COUNTY OF SUFFOLK )
On this 12th day of October, 1994, before me personally
appeared J. E. Mogavero, to me personally known, who, being by
me duly sworn, did say that she is an Authorized Officer of The
First National Bank of Boston and that the foregoing instrument
was signed by her on behalf of said Bank by authority of its
Board of Directors; and the said J. E. Mogavero
acknowledged said instrument to be the free act and deed of said
Bank.
Sean P. George
Notary Public
My Commission Expires
(Notarial Seal)
ENDORSEMENT
The First National Bank of Boston, Trustee, being the
mortgagee under the foregoing Tenth Supplemental Indenture hereby
consents to the cutting of any timber standing upon any of the
lands conveyed by said Tenth Supplemental Indenture and to the
sale of any such timber so cut as well as any personal property
conveyed by said Tenth Supplemental Indenture to the extent, but
only to the extent, that such cutting and sale is permitted under
the provisions of the Mortgage referred to in said Tenth
Supplemental Indenture.
Dated: Boston, Massachusetts, October 12, 1994.
THE FIRST NATIONAL BANK OF BOSTON,
Trustee
By: _____________________________
Authorized Officer
Signed on behalf of The First
National Bank of Boston in the
presence of us:
______________________________
______________________________
EXETER & HAMPTON ELECTRIC COMPANY
Tenth SUPPLEMENTAL INDENTURE
SCHEDULE A
Description of Certain Land and Easements
Acquired by the Company since August 29, 1991*
I. PARCELS ACQUIRED
II. EASEMENTS AND RIGHTS ACQUIRED FOR TRANSMISSION LINE
PURPOSES
*All conveyances related to premises located in Rockingham
County, New Hampshire and all recording references are to records
on file at the Rockingham County Registry of Deeds, Exeter, New
Hampshire.
Description of Certain Land and Easements
Conveyed by the Company since August 29, 1991*
III. PARCELS CONVEYED
IV. EASEMENTS AND OTHER INTERESTS CONVEYED
*All conveyances relate to premises located in Rockingham County,
New Hampshire, and all recording references are to records on
file at the Rockingham County Registry of Deeds, Exeter, New
Hampshire.
SCHEDULE B
(Form of Series K Fully Registered Bond without Coupons)
No. JR-___$. . . . . . . .
EXETER & HAMPTON ELECTRIC COMPANY
First Mortgage Bond, Series K, 8.49%
due October 14, 2024
Exeter & Hampton Electric Company, a corporation of The
State of New Hampshire (hereinafter called the "Company"), for
value received, hereby promises to pay to or
registered assigns, on the fourteenth day of October, 2024, the
principal sum of Dollars
($ ) and to pay interest thereon from the date hereof at
the rate of eight and forty-nine hundredths per centum (8.49%)
per annum (computed on the basis of a thirty (30) day month and
three hundred sixty (360) day year) payable semi-annually on the
fourteenth day of April and the fourteenth day of October in each
year, commencing the fourteenth day of April, 1995, until said
principal sum is paid; and to pay interest on any overdue
principal (including any overdue prepayment of principal) and
premium if any, and (to the extent permitted by applicable law)
on any overdue payment of interest, at the rate of 9.49% per
annum. The principal of and premium, if any, and the interest on
this bond shall be payable at the principal corporate trust
office at The First National Bank of Boston, Boston,
Massachusetts, or at the principal corporate trust office of its
successor as trustee in the trust hereinafter referred to, or at
the option of certain holders, in accordance with the provisions
of Section 1.01 of the Tenth Supplemental Indenture hereinafter
referred to, in lawful money of the United States of America.
This bond is one of a duly authorized issue of First
Mortgage Bonds of the Company limited as to aggregate principal
amount as set forth in the Indenture hereinafter mentioned,
issuable in series, and is one of a series known as First
Mortgage Bonds, Series K, all bonds of all series being issued
and to be issued under and pursuant to and all equally secured
(except as any sinking or other fund, established in accordance
with the provisions of the Indenture hereinafter mentioned, may
afford additional security for the bonds of any particular
series) by an Indenture of Mortgage and Deed of Trust dated as of
December 1, 1952 (herein called the "Original Indenture") duly
executed and delivered by the Company to Old Colony Trust
Company, Trustee (The First National Bank of Boston being
successor Trustee, and together with Old Colony Trust Company
being called herein the "Trustee"), to which Original Indenture
and to all indentures supplemental thereto including a Tenth
Supplemental Indenture dated as of October 14, 1994 (herein
together called the "Indenture") reference is hereby made for a
description of the property transferred, assigned and mortgaged
thereunder, the nature and extent of the security, the terms and
conditions upon which the bonds are secured and additional bonds
may be issued and secured, and the rights of the holders or
registered owners of said bonds, of the Trustee and of the
Company in respect of such security. Neither the foregoing
reference to the Indenture, nor any provision of this bond or of
the Indenture, shall affect or impair the obligation of the
Company, which is absolute, unconditional and unalterable, to
pay, at the stated or accelerated maturities herein provided, the
principal of and premium, if any, and interest on this bond as
herein provided.
Bonds of this Series K are also redeemable, in whole or in
part, in integral multiples of one hundred thousand dollars, at
the option of the Company on any date on at least 30 days'
notice, in the manner, with the effect, subject to the
limitations and for the amounts specified in Section 1.04 of the
Indenture.
On the conditions and in the manner provided in the Section
1.05 of the Indenture, Series K bonds may also become subject to
redemption, in whole or in part, at any time on at least 30 days'
notice, in the manner, with the effect and for the amounts
specified in said Section 1.05, by the use of moneys deposited
with or paid to the Trustee as the proceeds of the sale or
condemnation of property of the Company or as the proceeds of
insurance policies deposited with or paid to the Trustee because
of damage to or destruction of property of the Company.
In the event that all or any part of the bonds of this
Series K shall be redeemed or otherwise discharged prior to their
maturity pursuant to or in accordance with the order of any
governmental commission or regulatory authority upon the
reorganization, dissolution or liquidation of the Company, or
otherwise, the registered owners of such Series K bonds shall be
entitled to be paid therefor an amount specified in Section 1.06
of the Indenture.
The Indenture provides that, if notice of redemption of any
bond issued pursuant to its terms, including the Series K bonds,
or any portion of the principal amount of any such bond selected
for redemption has been duly given, then such bond or such
portion thereof shall become due and payable on the date fixed
for redemption, and, if the redemption price shall have been duly
deposited with the Trustee, interest thereon shall cease to
accrue from and after the date fixed for redemption, and that
whenever the redemption price thereof shall have been duly
deposited with the Trustee and notice of redemption shall have
been duly given, or provision therefor made as provided in the
Indenture, such bond or such portion thereof shall no longer be
entitled to any lien or benefit of the Indenture. In the event
that a part only of this bond shall be so called for redemption,
the Company will issue a new fully registered bond without
coupons in like form for the unredeemed portion thereof.
In case an event of default, as defined in the Indenture,
occurs, the principal of this bond may become or may be declared
due and payable prior to the stated maturity hereof in the manner
and with the effect and subject to the conditions provided in the
Indenture.
This bond is transferable by the registered owner hereof, in
person or by duly authorized attorney, upon books of the Company
to be kept for the purpose at the corporate trust office of the
Trustee under the Indenture, upon surrender thereof at said
office for cancellation and upon presentation of a written
instrument or transfer duly executed, and thereupon the Company
shall issue in the name of the transferee or transferees, and the
Trustee shall authenticate and deliver, a new registered bond or
bonds, of like form and in an authorized denomination or in
authorized denominations and of the same series, for the same
aggregate principal amount. Fully registered bonds of this
series upon surrender thereof at said office may be exchanged for
the same aggregate principal amount of fully registered bonds,
also of this series but of another authorized denomination or
other authorized denominations, all upon payment of the charges,
if any, and subject to the terms and conditions specified in the
Indenture.
The Company and the Trustee may treat the registered owner
of this bond as the absolute owner hereof for all purposes.
With the consent of the Company and to the extent permitted
by and as provided in the Indenture, property may be released
from the lien thereof, and the terms and provisions of the
Indenture (except for the provisions relating to the modification
of the Indenture contained in Section 17.04 of the Original
Indenture) may be modified or altered by the assent or authority
of the holders of at least seventy-five per centum (75%) in
principal amount of the bonds then outstanding thereunder,
provided, however, that no such modification or alteration shall
be made which will (a) affect the terms of payment of the
principal of or interest on the bonds outstanding thereunder, or
(b) authorize the creation of any lien prior or equal to the lien
of the Indenture upon any of the mortgaged property, or (c) give
to any bond or bonds secured thereby, and provided further, that
no modification of any right which shall have been specifically
provided in respect of any particular series of bonds shall be
effective unless assented to by the holders of a least
seventy-five per centum (75%) in principal amount of the bonds of
such particular series.
No recourse shall be had for the payment of the principal of
or the interest on this bond, or of any claim based hereon or in
respect hereof or of the Indenture, against any incorporator,
stockholder, officer or director of the Company, or of any
successor company, whether by virtue of any statute or rule of
law or by the enforcement of any assessment or penalty or
otherwise, all such liability being by the acceptance hereof
expressly waived and released and being also waived and released
by the terms of the Indenture.
This bond shall not be valid nor become obligatory for any
purpose until it shall have been authenticated by the execution
of the certificate hereon endorsed by the Trustee under the
Indenture.
IN WITNESS WHEREOF, Exeter & Hampton Electric Company has
caused this bond to be signed in its name by its President or one
of its Vice Presidents and its corporate seal to be hereunto
affixed and attested by its Treasurer, and this bond to be dated
the , 1994.
EXETER & HAMPTON ELECTRIC COMPANY
By: _____________________________
President
(Corporate seal)
ATTEST: ___________________
Treasurer
(Form of Trustee's Certificate for all Bonds of Series K)
This is one of the First Mortgage Bonds, Series K, referred to in
the within mentioned Indenture.
THE FIRST NATIONAL BANK OF BOSTON
Trustee
By: _____________________________
Authorized Officer
(Form of Notation of Payments on Account of Principal)
PAYMENTS ON ACCOUNT OF PRINCIPAL
________________________________________________________________
Date Amount Paid Signature
________________________________________________________________
________________________________________________________________
________________________________________________________________
________________________________________________________________
________________________________________________________________
________________________________________________________________
(Form of Endorsement)
FOR VALUE RECEIVED the undersigned hereby sells, assigns and
transfers unto the within
bond, and all rights thereunder, hereby irrevocably constituting
and appointing
attorney to transfer said bond on the books of the Company, with
full power of substitution in the premises.
______________________________
Signature of Registered Owner
Dated: _______________________
In the presence
of: _______________________________
NOTICE: The signature of this assignment must correspond
with the name of the payee as it appears upon the face of the
within bond in every particular, without alteration or
enlargement or any change whatever.
<PAGE>
AGREEMENT
BETWEEN
CONCORD ELECTRIC COMPANY
AND
LOCAL UNION NO. 1837
INTERNATIONAL BROTHERHOOD
OF ELECTRICAL WORKERS
JUNE 1, 1994 through MAY 31, 1997
</PAGE>
<PAGE>
INDEX
Article Section Subject Page
Nos.
PREAMBLE 3
1 RECOGNITION OF UNION AND 4
SECURITY
1.1 Recognition of Union 4
1.2 Union Security 4
1.3 Payroll Deduction for Union 4
Dues
2 CREDIT UNION AND THRIFT/SAVING 5
PLAN
2.1 Credit Union 5
2.2 401K Plan 5
3 WAGES AND HOURS 5
3.1 Hours of Work and Premium Pay 5
3.2 Hourly Premium 7
3.3 Minimum Pay for Employees 7
Called In 7
3.4 Holidays 8
3.5 Vacations 9
3.6 Assignments of Overtime Work 11
3.7 Temporary Up-Grading 12
3.8 Inclement Weather 12
3.9 Rubber Gloving 13
3.10 Employee Purchasing 13
3.11 Equipment Provided by Company 13
3.12 Rest Period 14
3.13 Military Leave 15
3.14 Stand-by 15
3.15 Pay When Away From Home 16
Overnight
3.16 Leave of Absence for Personal 16
Reasons
3.17 Absence Due to Death in the 17
Family
3.18 Tempory Assignments Outside of 17
the
Company's Service Area
3.19 Utility Lineworker I 18
4 ANSWERING SERVICE 18
5 RETIREMENT PLAN 18
6 GROUP INSURANCE 19
7 PROMOTIONS, DEMOTIONS, AND 19
FURLOUGHS
7.1 Promotions 19
7.2 Temporary Assignment 21
7.3 Retrogression 21
7.4 Termination Pay 22
8 CONTRATING CREWS 22
9 SUSPENSION AND DISCHARGES 23
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<PAGE>
10 NO STRIKES OR LOCKOUTS 23
11 ADJUSTMENTS OR DISPUTES AND
GRIEVANCES AND ARBITRATION 24
12 NOTICE AND REQUESTS 25
12.1 Mailing Requirements 25
12.2 Bulletin Boards 26
13 WAGE AND WORK AGREEMENT 26
14 DISABILITY BENEFITS AND SAFETY 26
14.1 Sick Pay 26
14.2 Worker's Compensation 27
14.3 Safety 27
15 CONSOLIDATION OR MERGER 27
16 NO DISCRIMINATION 28
17 DATE AND TERM 28
--TERMINATION-AMENDMENT
17.1 Effective Date and Term 28
17.2 Negotiations-Charges or 28
Termination
17.3 Amending Agreement During Term 29
RETIREMENT PLAN 31
GROUP INSURANCE 37
WORKING MUTUAL AGREEMENT 40
SCHEDULE OF WAGES 41
DUES DEDUCTION 42
</PAGE>
<PAGE>
PREAMBLE
AGREEMENT made and entered into this 1st day of
June, 1994 and between CONCORD ELECTRIC COMPANY, a New
Hampshire corporation hereinafter referred to as the
"Company," and Local Union No. 1837 of INTERNATIONAL
BROTHERHOOD OF ELECTRICAL WORKERS and the EMPLOYEES OF
THE COMPANY who have designated Local Union No. 1837 of
the International Brotherhood of Electrical Workers to
act for them as their collective bargaining agent, all
hereinafter referred to as the "Union."
WHEREAS, the Union represents a majority of the
employees of the Company in the Line Department, Meter
Department, Service Center (Station Attendants,
Maintenance Workers, Stock Clerks and Operation Office
Clerk only), and Meter Readers, and has been designated
by said majority to be the exclusive representative of
all employees of the said departments for the purpose
of collective bargaining in respect to rates of pay,
wages, hours of work and other conditions of
employment, and
WHEREAS, both the Company and the Union desire to
promote harmony and efficiency in the working forces so
that the employees and the Company may obtain mutual
economic advantages consistent with the duty of the
Company, as a public utility, at all times to provide
an adequate and uninterrupted supply of electric
service in the territory and communities which it
serves.
NOW THEREFORE, in consideration of the mutual
covenants and Agreements hereinafter set forth, it is
agreed as follows:
</PAGE>
<PAGE>
ARTICLE 1
RECOGNITION OF UNION
AND UNION SECURITY
1.1 Recognition of Union
The Company recognizes the Union to be the
exclusive representative of all employees in the
Line Department, Meter Department, Service Center
(Station Attendants, Maintenance Workers, Stock
Clerks, and Operation Office Clerk only) and Meter
Readers holding the positions set forth on the
attached "Schedule of Wages," for the purpose of
collective bargaining.
1.2 Union Security
All employees who are at present members of the
Union or may hereinafter become members of the
Union shall remain members in good standing in the
Union during the term of this agreement as a
condition of their employment by the Company. New
employees covered by this agreement shall be
required to apply for membership in the Union at
the end of one hundred and twenty (120) days of
continuous employment and remain members in good
standing of the Union as a condition of their
continued employment during the term of this
agreement, and the Union agrees to accept such new
employees into membership in the Union in
accordance with its By-Laws. The term "member in
good standing" is understood to be a Union member
whose dues are paid in accordance with the By-Laws
and Constitution of the Union.
1.3 Payroll Deduction for Union Dues
The Company agrees to make weekly payroll
deductions for Union dues upon written
authorization of employees who are Union members
with their signatures properly witnessed and to
forward monthly the amounts so deducted to the
Union. (Exhibit B)
</PAGE>
<PAGE>
ARTICLE 2
CREDIT UNION & THRIFT/SAVING PLAN
2.1 Credit Union
The Company agrees to make payroll deductions
for payments to a duly-established Credit Union
upon written authorization by regular employees
and to forward the amounts so deducted to the
Credit Union in accordance with such authority.
2.2 401K Plan
Employees may participate in the Company's 401K
Plan. The Company agrees to make payroll
deductions for payments to the duly-established
401K Plan upon written authorization by regular
employees and to forward the amounts so deducted
to the 401K Plan in accordance with such
authority.
ARTICLE 3
WAGES AND HOURS
3.1 Hours of Work and Premium Pay
(a) For all employees the normal work week shall
consist of forty (40) hours worked Monday
through Friday, and the normal workday shall
consist of eight (8) hours worked from 7 a.m.
to 3 p.m. except the workday for the meter
order truck operator (s) which shall be from
9 a.m. to 5 p.m.; the evening Station
Attendant which shall be from 3 p.m. to 11
p.m.; and Meter Readers which shall be from 8
a.m. to 4 p.m.; Utility Maintenance Worker
which shall be from 1 p.m. to 9 p.m.;
Operation Office Clerk which shall be from 8
a.m. to 5 p.m. with one (1) hour for lunch;
and Utility Lineworker I, Tuesday, Wednesday,
Thursday, Friday and Saturday 3 p.m. to 11
p.m. It is understood that these times may
be changed by mutual agreement of the
parties. Time and one-half shall be paid to
all employees for all hours worked outside
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<PAGE>
the normal workday except Sundays and
holidays which shall be double time.
(b) For Station Attendants, the normal work week
shall consist of forty (40) hours, Monday
through Friday, and the normal workday shall
consist of (8) consecutive hours worked in a
twenty-four hour period commencing with the
beginning of the employee's regularly
scheduled hours. Station Attendants shall
receive time and one-half for all hours
worked in excess of eight (8) in any workday
or forty (40) in any one week; provided,
however, that if a Station Attendant
voluntarily works two work schedules in a
single workday or mutually agrees to work two
consecutive work schedules, straight time
only shall be paid for the second work
schedule.
(c) A Station Attendant required to work on
either the first or second of his regularly
scheduled consecutive days off shall be paid
at time and one-half his normal rate of pay
for work on the first day, and at two (2)
times his normal rate of pay for work on the
second day. Premium pay will not be paid to
an employee who is absent from work on the
scheduled day for which such premium would
have been payable.
(d) The Union agrees that the Station Attendants
may be trained by the Company by the trading
of work schedules for short periods of time
not to exceed one week of duration. Upon
mutual agreement between them and the
Company, Station Attendants who desire to
trade work schedules will be permitted to do
so temporarily from time to time, provided
that such temporary interchange is completed
within a payroll week so that it does not
lead to or require the payment of overtime.
(e) Nothing in this provision shall be
interpreted to interfere with the Company's
right to temporarily assign work, including
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<PAGE>
the right to temporarily assign employees to
perform work on an emergency basis outside
their normally scheduled hours. The Company
shall provide as much notice as possible in
the event it implements this section.
(f) The hours for the meter order truck
operator(s) may be changed to 7 a.m. to 3
p.m. for the days that the Utility Lineworker
I shift is covered. For all other times, the
meter order truck operator(s) hours will be
per 3.1(a).
(g) The hourly rate for the Utility Lineworkers I
and for Lineworkers I temporarily filling the
position of Utility Lineworker I is set by
adding forty ($.40) cents per hour to the
Lineworkers I hourly rate.
3.2 Hourly Premium
The Station Attendant required to work the 3
p.m. to 11 p.m. schedule shall receive a forty
($.40) cent per hour premium.
3.3 Minimum Pay for Employees Called In
When an employee is called in to work outside
his regularly scheduled work hours, he shall
receive a minimum amount of pay as provided in the
two following paragraphs:
(a) All Workers: If he reports during the period
beginning one hour before his scheduled
starting time in the morning and ending 17
hours thereafter, an amount equal to four
hours straight-time pay; if he reports
outside the above-stated time period, an
amount equal to six hours straight-time pay.
If he reports on a day during which he is not
regularly scheduled to work, he shall receive
minimum pay in accordance with the time
periods in the preceding sentence.
(b) An employee who is required to continue
working after his scheduled quitting time
shall not receive minimum pay under paragraph
(a). An employee who reported during the
period of one hour immediately preceding his
scheduled starting time shall not receive
minimum pay under paragraph (a) if he remains
</PAGE>
<PAGE>
on duty continuously until his scheduled
starting time, but shall receive time and
one-half for such period. In computing hours
worked, time shall begin immediately when he
reports at his station and shall end when
relieved from duty upon completion of
emergency work.
3.4 Holidays
The following days shall be recognized as
Holidays:
NEW YEAR'S DAY COLUMBUS DAY
WASHINGTON'S BIRTHDAY FLOATING HOLIDAY (See Sec. 3.4(h)
& Sec. 3.5 (f()
CIVIL RIGHT'S DAY
VETERANS DAY MEMORIAL DAY
THANKSGIVING DAY INDEPENDENCE DAY
DAY AFTER THANKSGIVING FLOATING HOLIDAY (See Sec 3.5 (f))
CHRISTMAS LABOR DAY
(a) As used in this section, the word "Holiday"
means the above-named holidays or the day
upon which they are celebrated. If a holiday
falls on Sunday, but is celebrated on Monday,
Monday shall be deemed the holiday.
(b) As used in this section, "Holiday Pay" means
eight hours pay at the employee's regular
straight-time rate of pay.
(c) If a holiday falls on a day on which an
employee is regularly scheduled to work and
he does not work because of the holiday, he
shall receive the amount of pay he would have
received if he had worked his regular
schedule of hours on that day without its
being a holiday.
(d) If a holiday falls on one of the first five
days that an employee is regularly scheduled
to work during a payroll week, he shall
receive Holiday Pay plus double time for each
hour worked.
(e) If a holiday falls on a day on which an
employee is not regularly scheduled to work
and he is called in to work on such a day, he
shall receive Holiday Pay plus two times his
straight-time rate for each of the first
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<PAGE>
eight hours worked and three times his
straight time rate for each hour worked
beyond eight.
(f) If a holiday falls on a day on which an
employee is not regularly scheduled to work
and he does not work on such a holiday, he
shall receive Holiday Pay or by mutual
agreement a day off in lieu of such Holiday
Pay; provided, however, that the Company
shall have no obligation to grant a
particular day off if the granting of such
day off would require the Company to pay a
premium rate of pay to another employee to
fill in for the employee taking the day off.
(g) The above-described holiday allowances are
available only to employees who have worked
their last-scheduled workday before the
holiday and the first-scheduled workday after
the holiday, unless the employee's absence is
for a justifiable reason as determined by the
Company.
(h) 1994 will be the last year N.H. Election Day
(Biennial) is to be considered a holiday.
Starting in 1995, a Floating Holiday will be
given each year that there is a N. H.
Election Day, to be taken between January 1
and June 1 of that year, subject to the same
provisions of this Agreement as any other
designated holiday, and subject to Section
3.5(f).
3.5 Vacations
(a) Employees shall be granted vacations with pay
at the employee's regular rate based upon
their years of continuous service. An
employee who has completed at least six
months, but less than twelve months, of
continuous service in the calendar year of
his employment shall be entitled to one
week's vacation (5 working days) with pay,
plus one additional day with pay for each
full month worked in excess of six months,
the total vacation not to exceed ten full
days in that calendar year. Employees who
are active members of the Union on May 31,
1994, and who have completed one year or more
</PAGE>
<PAGE>
of continuous service by said date, shall
receive vacation in accordance with the
following schedule:
Years of Continuous
Service Amount of Vacation
1 Year 2 Weeks
5 Years 3 Weeks
10 Years 4 Weeks
15 Years 5 Weeks
20 Years 5 Weeks plus 1 day
21 Years 5 Weeks plus 2 day
22 Years 5 Weeks plus 3 day
23 Years 5 Weeks plus 4 day
24 Years 6 Weeks
Employees who join the Union after May 31, 1994,
and who have completed one year or more of continuous
service shall receive vacation in accordance with the
following schedule:
Years of Continuous
Service Amount of Vacation
1 Year 2 Weeks
5 Years 3 Weeks
10 Years 4 Weeks
18 Years 5 Weeks
(b) In order to be eligible for full vacation pay
in the following calendar year, an employee
must have worked in at least twenty-six (26)
different work weeks during the fifty-two
(52) week period immediately preceding the
employee's anniversary date. Employees who
work in less than twenty-six (26) different
work-weeks shall have their vacation reduced
on a proportional basis.
(c) Vacations shall be without duplication, shall
not be cumulative from year to year and shall
be taken during each calendar year at times
or from time to time appointed by the Company
after consideration of the requirements of
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<PAGE>
the Company's business, employees'
preferences, and preferential rights of
employees with the longest length of service.
(d) If a holiday, as defined in Section 3.4
above, shall fall within an employee's
vacation period, the employee shall be
entitled to an extra day's vacation or the
normal day's pay he would have received were
he not on vacation at the election of the
Company; if the Company elects the extra
day's vacation it shall be taken at a time
designated by the Company.
(e) Each employee shall have the right during the
period from January 1 through April 30 of
each year to express in writing his desire as
to the scheduling of his vacation. Length of
continuous service shall govern the order in
which such preferences shall be considered.
(f) Unscheduled vacation days available to an
employee and an employee's floating holiday
may only be taken upon forty-eight (48) hours
advance request, unless in the judgment of
the Company the work schedule will permit
lesser advance notice.
(g) A request for vacation in excess of two (2)
weeks will be considered on an individual
basis; taking into account the Company's
operating requirements. An employee will
receive written confirmation of their
vacation approval or denial within a
reasonable time from request.
3.6 Assignment of Overtime Work
When practicable, overtime work will be
distributed equally among all employees of the
department concerned. Men assigned to work on
planned weekend overtime will be notified on
Thursday as to the hours to be worked. Work
schedule will be confirmed at that time. In the
event that the planned overtime has to be canceled
because of bad weather or other causes, the
Company will pay a minimum of three hours at time
and one-half when it is not possible to provide an
equal number of hours of inside work. Stand-by
</PAGE>
<PAGE>
men will not be automatically excluded from
participation in planned jobs, but the
determination to include or exclude a stand-by man
from a given planned job will be made by
management in a reasonable and consistent manner.
It is understood and agreed that the Union will
cooperate fully in the implementation of this
Section.
3.7 Temporary Up-Grading
When an employee is temporarily assigned to a
higher wage classification for a period of two
hours or more, he shall receive the rate for such
classification provided under Schedule of Wages
attached.
Whenever a Lineworker I is put in charge of a
line crew of one or more other employees for a
period of two hours or more, he shall receive the
rate of pay of a Working Foreman and shall be
entitled to said rate of pay if the crew does not
do outdoor work due to inclement weather.
3.8 Inclement Weather
Except in cases of necessity or emergency,
employees shall not be required to do outdoor work
when heat, cold, rain, snow, wind, humidity or
other inclement weather conditions make such work
unsafe.
The Operations Manager, or a representative
designated by him, will determine whether or not
the weather conditions are such that the crews
will be sent into the field consistent with
safety. In the field, the Working Foreman (or
Foreman) of the crew shall make the decision as to
whether or not his crew shall stop work.
Employees shall not lose any regular pay because
of failure to work outdoors due to inclement
weather. Meter Readers will not be required to
read meters during heavy snow or sleet or in any
severe weather conditions which would be
considered detrimental to the safety of the
employee. The Company's decision shall, upon
written complaint filed with the Company within
</PAGE>
<PAGE>
five days, be subject to the grievance and
arbitration provision of this Agreement.
3.9 Rubber Gloving
As of June 1, 1991, the Company may adopt the
practice of rubber gloving voltages up to and
including 34.5 KV in line work. Any employee
classified as Lineworker I, II, or III as of June
1, 1991, shall not be required to rubber glove
voltages in excess of 15 KV. To the extent the
Company requires rubber gloving of voltages
between 15 KV and 34.5 KV, the work shall be
carried out by volunteers within the Company who
have achieved Lineworker I status or by a
Lineworker I who is hired after June 1, 1991.
Lineworkers who were employees of the Company
as of June 1, 1991 who volunteer for the 34.5 KV
rubber gloving program shall have the option of
leaving the program within one year from the day
they volunteer, after the program goes online.
The Company upon receipt of written notice of that
employee's intent to leave the 34.5 KV rubber
gloving program, will reassign that Lineworker to
the position held before entering the 34.5 KV
rubber gloving program within (30) days.
It has been further agreed that the Company
will confer with the Union with respect to
appropriate safety rules for rubber gloving
voltages up to and including 34.5 KV in line work.
3.10 Employee Purchasing
The Company agrees to maintain uniform policy
in relation to purchase of merchandise by regular
employees.
3.11 Equipment Provided by Company
The Company shall provide Linemen's equipment
consisting of climbing spurs, pads, and straps,
body belts and safety straps, pliers, connectors,
skinning knives, leather gloves, adjustable
wrenches, rules and screwdrivers, and replacement
and renewals thereof. All linemen's equipment
shall be and remain the property of the Company.
When renewals or replacements are requested, the
old equipment must be turned in or its loss
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<PAGE>
satisfactorily explained. All linemen's equipment
shall be left on the property of the Company when
not in use. The Company shall provide coveralls
for use in painting or other jobs requiring
clothing protection, which shall be kept at such
places on the Company's property as the Company
decides.
3.12 Rest Period
If an employee is required to work sixteen (16)
or more consecutive hours, he will be allowed a
period of eight (8) hours off before returning to
work unless an emergency arises which makes it
necessary for the Company to call him back to work
before the expiration of the eight (8) hour
period. Any part of the eight (8) hour period
which extends into the employee's normal work
schedule will be paid for at normal straight time
rates.
If an employee is required to work beyond
sixteen (16) consecutive hours, he will be paid
at double his straight time rate for those hours
worked beyond sixteen (16), including normal
schedule hours worked. Time allowed off for meals
will be counted in determining sixteen (16)
consecutive hours worked for the purpose of this
Section. If an employee is called and reports for
work within two (2) hours of the time he went off
duty, the time off will not prevent the hours
worked thereafter from being considered as
consecutive with the previous hours worked.
Employees who are required to work during
unscheduled hours starting eight hours after the
end of their normal work schedule and ending one
hour prior to the beginning of their normal work
schedule will be entitled to one hour of rest time
for each hour worked starting eight hours after
the end of their normal work schedule and ending
one hour prior to the beginning of their normal
work. If such rest time extends into the
employee's normal workday, no reduction in pay
will be made for the hours overlapping the normal
workday. Rest time extending into normal work
schedule and having a duration of two (2) hours or
less will be taken at the end of the day unless
otherwise established by mutual agreement. Rest
time extending into normal work schedule and
having a duration of four (4) hours or less but
more than two (2) hours may, by mutual agreement,
</PAGE>
<PAGE>
be taken at the end rather than the beginning of
the normal workday.
3.13 Military Leave
(a) The Company will abide by the laws of the
United States with respect to the
re-employment of those of its employees who
have left or will leave their employment with
the Company to enter upon service with the
armed forces of the United States. When such
absence from their duties is compulsory, or
results from enlistment in anticipation of
compulsory service, the period of absence
from their duties with this Company of those
re-employed under this Article shall be
computed as part of their total term of
service with the Company in determining their
seniority, vacation, sickness disability
benefits, termination pay, and the amount of
retirement pension. The parties interpret
said laws as applying with equal force to all
members of said armed forces, including the
Merchant Marine regardless of the manner by
which they may have become members thereof.
(b) The Company agrees to pay to a regular
employee, while on National Guard or Reserve
annual two-week tour of duty, the difference
between the pay from National Guard or
Reserves and the regular pay while at work
for the Company for two (2) weeks of the tour
of duty.
3.14 Stand-By
One qualified Lineworker will be assigned to
stand-by duty each week during the year. A list
of Lineworkers will be submitted, by the Union,
one year in advance. Any changes to this schedule
shall be submitted, in writing, no less than one
week prior to the Lineworker going on stand-by,
unless an emergency situation arises and the
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<PAGE>
Lineworker is unable to cover. Lineworker and
schedule to be approved by the Operations Manager.
Stand-by duty consists of a qualified
Lineworker remaining within reach of a telephone
and/or paging device for a period of one week so
that an employee on stand-by duty may be notified
to report for work in cases of emergency.
Stand-by duty does not require any interruption of
an employee's normal life except to the extent of
making arrangements so that he can be reached by
telephone and/or paging device and report within a
reasonable driving time from the place the
employee normally reports for work.
Employees who accept stand-by duty shall be
paid fourteen (14) hours of straight time pay plus
three (3) hours pay for a week which includes a
holiday. The stand-by Lineworker will be provided
with a vehicle.
3.15 Pay When Away From Home Overnight
When working outside the Concord Electric
service area, employees shall receive one dollar
($1.00) per hour above their regular hourly rate,
or the prevailing rate for the area, whichever is
higher.
The premium shall apply to all hours worked
away from the normal work area during the day on
which the employee is unable to return home,
provided, however, that the minimum premium pay
for such day shall be twelve dollars ($12.00).
The one dollar ($1.00) hourly premium shall be
added to the regular straight-time rate of pay for
determining overtime rates of pay, but for no
other purpose. This premium shall not apply when
attending a Company sponsored training course.
3.16 Leave of Absence for Personal Reasons
An employee after one (1) year of continuous
service may be granted a leave of absence, the
employee must make a request in writing to his/her
immediate supervisor. The request must show a
reason and the length of time that will be
required.
</PAGE>
<PAGE>
Requests for leave of absence will be
considered if the employee has used all their
vacation in that calendar year. A request will be
considered on an individual basis; taking into
account the reason, service record, and the
Company's operating requirements.
Leaves of absence are normally without pay,
however, insured benefits may be continued only
through special arrangement.
Time spent on leave of absence shall be
included in determining length of service for
seniority purposes only.
3.17 Absence Due to Death in the Family
In the event of death of a member of the
immediate family of an employee, the Company will
grant reasonable time off without loss of normal
straight time compensation for all scheduled work
days, up to three (3) consecutive workdays,
falling within the period from the date of death
through the date of the funeral. The immediate
family is defined as wife, husband, children,
sister, brother, parents, parents-in-law, or in
the immediate household. For other members of the
family, grandparents, grandchildren, aunts and
uncles, one (1) day without loss of pay will be
granted if the funeral is held on a scheduled work
day.
When there are unusual circumstances in
individual cases, time off without loss of pay may
be granted subject to the discretion of
management.
3.18 Temporary Assignments Outside of the Company's
Service Area
Work Assignments with utilities outside of the
Company's service area are voluntary except when
the utility is an affiliate of UNITIL Corporation.
If adequate volunteers cannot be obtained for
work assignments at UNITIL affiliates, personnel
will be assigned with forty-eight (48) hours
notice, except in cases of emergency.
Employees will be paid for travel time external
of the eight hour day at the appropriate overtime
rate for all planned work. The "Minimum Pay for
Employees Called In", Section 3.3 in the Contract,
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<PAGE>
will not apply. Transportation will be provided if
requested. The rate of pay shall be in accordance
with this agreement or the prevailing wage where
they are assigned, which ever is higher.
If an employee works outside the service area
and is required to stay overnight, Section 3.15
"Pay When Away From Home Overnight" will apply.
The employee will be paid the same as when working
within the service area except that straight time
rates will be paid for rest time.
This provision does not apply to assignments
classed as nonworking (examples: training,
schools, meetings, etc.).
3.19 Utility Lineworker I
As of June 1, 1994, the Company will create a
Utility Lineworker I position. Any employee
classified as Lineworker I, II or III as of June
1, 1994, shall not be required to cover the
position or hours of the Utility Lineworker I,
unless voluntary or unless an employee bids for
the position.
ARTICLE 4
ANSWERING SERVICE
The Company reserves the right to provide an
outside telephone answering service for the hours
of 11 p.m. to 7 a.m., Monday through Friday; and
from 11 p.m. Friday to 7 a.m. Monday and on
holidays observed by the Company.
ARTICLE 5
RETIREMENT PLAN
During the effective period of this Agreement,
the Company will pay retirement benefits in
accordance with the UNITIL Corporation Retirement
Plan, effective January 1, 1985, the appropriate
details of which are attached hereto and contained
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<PAGE>
in the Company publication Employee Benefit Book,
a copy of which will be provided to all employees
covered by this Agreement and to the Local Union,
all of which are incorporated herein by reference.
An employee may retire at a reduced Schedule of
benefits prior to Normal Retirement Date of age
65, as will be stipulated in the aforementioned
benefits booklet. The Company agrees that no
change in the retirement plan will be made without
prior notification to the Union.
ARTICLE 6
GROUP INSURANCE
During the effective period of this Agreement,
the Company will maintain group insurance
coverages as follows:
(a) Life, (b) Accidental Death and
Dismemberment, (c) Dental, (d) Hospital,
Diagnostic Laboratory and X-Ray Examination
Expense, Surgical, Medical, and (e) Major Medical
and agrees that no change in the group insurance
plan will be made without prior notification to
the Union. Appropriate details of the terms of
existing contracts are attached hereto and
contained in the Company publication Employee
Benefit Book, a copy of which will be provided to
all employees covered by this Agreement and to the
Local Union, all of which are incorporated herein
by reference. The cost of the foresaid group
insurance coverages is to be paid by the Company.
ARTICLE 7
PROMOTIONS,
DEMOTIONS AND FURLOUGHS
7.1 Promotions
Selection of regular employees for promotion or
advancement within the bargaining unit, for
demotion for furloughing because of a reduction in
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forces, shall be based upon qualifications and
seniority. If the employee is qualified for the
job in cases of promotion, advancement and
demotion, seniority shall govern. An employees
un-bridged Union seniority and qualifications
shall govern in cases of furloughing and bumping.
The Union and the Company recognize that it may be
necessary to make exceptions in the application of
the foregoing seniority provisions by mutual
agreement in order to insure efficient operation
of the Company's business. The determination by
the Company as to qualifications for promotions to
supervisory positions shall not be subject to
arbitration under Article 11.
If and when there is an addition in forces in
any department covered by this Agreement,
employees who have been furloughed from such
department shall be given preference over other
persons, and employees who have been furloughed
from any other department covered by this
Agreement shall be given preference over persons
not formerly in the employ of the Company, if in
either case they are qualified as provided in this
Article.
When a vacancy or the creation of a new
position necessitates promotion of an employee or
the hiring of a new employee, the Company shall
post notices at locations accessible to the
employees, such notices to remain posted for ten
(10) calendar days, within which time employees
may apply in writing to the supervisor or official
of the Company designated in the notice. If the
Company decides not to fill a vacancy, it will so
notify the Union within two (2) weeks of the date
of vacancy; if the Company decides to fill a
vacancy it will post notices within two (2) weeks
of the date the vacancy occurs. The notices shall
set forth the classification of the position to be
filled, an outline of the duties, the hours and
days of work, the ultimate wage rate, the date on
which the notice is posted, and the last day for
filing applications. Applicants who have special
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qualifications shall describe such qualifications
briefly in their application.
When an employee is promoted or transferred to
another position but fails to qualify, he shall be
reassigned to the class from which he was promoted
or transferred. If the Company determines that
the employee is qualified to perform the work in
the class to which he was promoted or transferred,
but the employee desires to return to his previous
class of work, the Company shall not reassign him
until there is a vacancy in such previous class.
7.2 Temporary Assignment
The Company may assign anyone to fill a vacancy
or new position temporarily, pending the posting
of notices and the consideration of applications.
The Company may also assign anyone to perform
temporary work or to replace an absent employee
without regard to the foregoing provisions of this
Article.
7.3 Retrogression
If a regular full-time employee becomes
partially incapacitated by reason of age or
non-compensable disability and thus is unable to
perform fully the duties of his job
classification, the Company will endeavor to find
him other work by placing him in the highest
classification in which he is able to perform the
work assigned and in which there is an available
opening. The employee shall be given a reasonable
opportunity for training to fill an available job
which carries a rate of pay more equal to his
original rate, and if he becomes qualified for
such available job he shall be placed in that
classification. An assignment made under this
paragraph shall continue until the employee's
normal retirement date, provided that he remains
qualified to perform the duties required of his
job classification. During the period of
assignment under this paragraph employees shall be
paid at the maximum rate for the classification to
which they are assigned, except that employees who
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have completed ten (10) or more years of
continuous service at the time of assignment shall
be paid not less than the percentage of their
former rates indicated below, such percentage to
remain the same for the balance of each employee's
active employment. When the rates of pay are
adjusted by a general wage adjustment, employees
so classified will receive an adjustment in pay in
the amount by which the employees retrogressed
classification is adjusted.
Years of Service
At Tiime of Percentage
Assignment
25 or more 100%
20-24 95%
15-19 85%
10-14 75%
The provisions of the foregoing paragraph shall not
impair the right of the Company to require an employee
to retire under the Company's Retirement Plan.
7.4 Termination Pay
If an employee's employment with the Company is
terminated due to a reduction in work force
resulting from automation or the closing of an
operation, he shall, unless he is retired with
pension benefits under the Retirement Plan, be
entitled to receive one week's pay for each six
months (calculated to the nearest six month
period) of service with the Company, provided,
however, that an employee receiving termination
pay shall not be entitled to be rehired under the
provisions of the second paragraph of Section 7.1
of this Article.
ARTICLE 8
CONTRACTING CREWS
The Company shall not use outside contracting
or affiliate companies to perform work regularly
done by its regular employees if so doing would
result in any regular employee being laid off or
transferred to another job. This provision does
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not preclude contractor crews from performing work
during emergencies and during times when Company
employees are not immediately available.
ARTICLE 9
SUSPENSION AND DISCHARGES
Upon written request of the Union made within
seven days from the date upon which an employee
has been suspended or discharged, the Company
shall grant a hearing to the employee involved.
Upon receipt of the foregoing request in writing,
the Company will inform the Union of the reason
for the suspension or discharge. The hearing will
be conducted by the department head or superior
officer of the Company, and if exonerated, the
employee will be reinstated without prejudice and
compensated for loss in wages. The hearing shall
be conducted in accordance with the method of
adjusting grievances as provided in Article 11
herein.
ARTICLE 10
NO STRIKES OR LOCKOUTS
The Union agrees that it will not authorize a
strike or work stoppage, and the Company agrees
that it will not engage in a lockout, because of
disputes over matters relating to this Agreement.
The Union further agrees that it will take every
reasonable means which are within its powers to
induce employees engaged in a strike or work
stoppage in violation of this Agreement to return
to work. There shall be no responsibility on the
part of the Union, its officers, representatives
or affiliates, for any strike or other
interruption of work unless specifically provided
in this paragraph.
</PAGE>
<PAGE>
ARTICLE 11
ADJUSTMENTS OF DISPUTES
AND GRIEVANCES AND ARBITRATION
Any dispute or grievance arising during the
term of this Agreement relating to the meaning,
interpretation, construction or application of
this Agreement shall be settled in the following
manner:
STEP 1. The specific details of the dispute or
grievance shall be submitted to an authorized
representative of the other party promptly after
the occurrence of the facts giving rise to such
dispute or grievance.
STEP 2. The dispute or grievance may be settled
by agreement between the authorized
representatives of both parties. The resultant
agreement or failure to agree shall be stated in
writing by the party first notified to the party
who submitted the dispute or grievance within
fifteen (15) working days of the date of original
submission.
STEP 3. If the grievance is not settled in Step
2, either party may, within thirty (30) working
days of the decision rendered in Step 2, appeal in
writing for a decision by the Vice President and
General Manager of the Company and the Business
Manager of the Union, or representatives
designated by them. An international
representative of IBEW may be present at this step
of the grievance procedure only to assist the
local union. They shall render their agreement or
failure to agree in writing within fifteen (15)
working days of the date of the appeal to them.
The time limits specified in the first three steps
hereof, may be extended by mutual agreement of the
parties involved.
STEP 4. ARBITRATION. If the Company and the
Union are unable to settle a dispute or grievance
as above provided, the dispute or grievance may be
referred to arbitration by either party as
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follows: The Union and the Company shall agree
upon an arbitrator within ten days, but if they
are unable to agree upon an arbitrator within ten
days, the arbitrator shall be appointed by the
American Arbitration Association. The decision of
the Arbitrator shall be final and conclusively
binding upon the parties. The services and
expenses of the Arbitrator shall be shared equally
by the Company and the Union. It is agreed that
there shall be no obligation to arbitrate a
renewal of this Agreement or a change in, or
supplement to, this Agreement or to arbitrate any
matter not covered by this Agreement or some
provision thereof. No arbitration decision shall
be binding beyond the life of this Agreement.
The Operations Manager and the Chief Steward of
the said Local Union shall meet from time to time
at the request of either party for the purpose of
discussing any matter coming within the scope of
this Agreement.
All meetings between the Operations Manager and
the Chief Steward of the Union shall be held at
the Company Office at the convenience of both
parties if possible.
ARTICLE 12
NOTICES AND REQUESTS
12.1 Mailing Requirements
Except where specifically provided otherwise
herein, all notices and requests shall be deemed
to have been fully and completely served or made
by the Company when sent by certified mail
addressed to the Chief Steward at his current home
address with a copy to be sent to the office of
the Local Union, and by the Union when sent by
certified mail to Concord Electric Company, at One
McGuire Street, Concord, New Hampshire 03301,
unless either party hereto shall give notice of a
different address at least five (5) days before
any such notice or request is mailed.
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<PAGE>
12.2 Bulletin Boards
The Company shall permit reasonable use of
bulletin boards for posting officially signed
Union bulletins.
ARTICLE 13
WAGE AND WORK AGREEMENT
The Union agrees that its members employed by
the Company will work for the Company upon the
terms, conditions and attached wage schedule set
forth in this Agreement during its life.
ARTICLE 14
DISABILITY BENEFITS AND SAFETY
14.1 Sick Pay
Employees covered by this Agreement shall be
entitled to two weeks sick pay for each year of
employment up to 13 years for each unrelated
occurrence (but not less than two weeks). The
employee will also be entitled to two
three-quarter weeks of sick pay for each year of
employment up to thirteen years for each unrelated
occurrence (not to exceed 26 weeks).
The Company shall have the right, in each
instance in which an employee claims sick pay
under the provision of this Article, to satisfy
itself of the fact of sickness requiring absence
by the certificate of a competent physician,
examination, or otherwise.
(a) If a holiday occurs during the full-pay
period, while an employee is sick, extend the
full-pay period eight (8) hours or one (1)
day, if the employee is still out sick.
(b) If a holiday occurs during the three-quarter
pay period, the employee will receive an
extra three-quarter day's pay at the end of
the three-quarter pay period if the employee
is still out sick.
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14.2 Worker's Compensation
Time lost on account of industrial accident
will not be regarded as sickness. The Company
agrees to pay, during disability due to industrial
accidents, the difference between the amount of
compensation from Worker's Compensation and full
pay for a period not to exceed twenty-six weeks,
and the difference between the amount of
compensation from Workers Compensation and
three-quarter pay for an additional twenty-six
weeks. Said amount shall not exceed the regular
take home pay that would be received by an
individual without regard to the injury suffered.
14.3 Safety
The Company will continue to make reasonable
regulations for the safety and health of its
employees during their hours of employment.
Representatives of the Company and the Union shall
meet from time to time at the request of either
party to discuss such regulations. The Company
hereby retains the right to require an employee to
submit to a reasonable medical examination by a
physician, who shall be mutually agreed upon
between the Company and the Union, if the Company
has a reasonable belief that the employee's
physical or mental condition is placing himself or
others in jeopardy.
(a) The Union shall receive copies of all
accident reports involving injury or incident
to their members.
ARTICLE 15
CONSOLIDATION OR MERGER
In case of consolidation or merger of the
Company with any other company, or sale of all or
a substantial part of its properties, the
provisions of the Agreement will continue to apply
to the extent legally permissible to the employees
covered by the terms of this Agreement, and the
Company will use its best efforts to require any
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other Company involved in the consolidation or
merger to assume this Agreement to the extent
legally possible.
ARTICLE 16
NO DISCRIMINATION
The Company and the Union agree that the
operation or application of various provisions of
this Agreement shall in no way serve to
discriminate against any individual with respect
to his compensation, terms, conditions, or
privileges of employment or otherwise affect his
status as an employee because of such individual's
age, race, color, creed, sex or national origin.
When used in Agreement, the masculine pronoun
shall be deemed to include the feminine equivalent
thereof.
ARTICLE 17
DATE AND TERM -
TERMINATION - AMENDMENT
17.1 Effective Date and Term
This Agreement, when signed by the Company and
the Local Union or their authorized
representatives and approved by the International
Office of the Union, shall take effect as of June
1, 1994 with increased wages to take effect in
accordance with the Schedule of Wages appended
hereto and made a part hereof, and shall remain in
effect through May 31, 1997. It shall continue in
effect from year to year thereafter, from June 1
of each year through May 31 of the following year,
unless changed or terminated in the manner
provided herein.
17.2 Negotiations - Changes or Termination
Either party desiring to change or terminate
this Agreement must notify the other in writing at
least sixty (60) days prior to June 1st of any
year after 1995. When notice for changes only is
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given, the nature of changes desired shall be
specified in the notice; however, the listing of
changes shall not preclude submission of other
changes desired during negotiation. If the
parties cannot agree upon changes, either party
shall have a right to terminate the contract.
17.3 Amending Agreement During Term
This Agreement shall be subject to amendment at
any time by mutual consent of the parties hereto.
Any such amendment agreed upon shall be reduced to
writing, signed by the parties hereto and approved
by the International Office of the Union.
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<PAGE>
IN TESTIMONY WHEREOF the parties hereto have executed
this Agreement this day and year first above written.
For CONCORD ELECTRIC COMPANY
By/s/ Richard M. Heath
Vice President and General Manager
For the employees of CONCORD ELECTRIC COMPANY covered
by this Agreement and INTERNATIONAL BROTHERHOOD OF
ELECTRICAL WORKERS AND LOCAL UNION NO. 1837.
By/s/ Michael R. Paquet
Chief Steward
By/s/ William D. Tarallo
Business Manager
APPROVED International Office - I.B.E.W.
J.J. Barry, President ___________________. This
approval does not make the International a party to
this agreement.
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<PAGE>
CONCORD ELECTRIC COMPANY
RETIREMENT PLAN
A retirement plan is provided for employees and
is briefly outlined below. In the event there
shall be enacted state or federal legislation
which conflict with the terms of the below plan,
state or federal legislation will govern.
The word "wages" as hereinafter used, shall
mean straight-time wages, and shall include no
daily or weekly overtime.
Eligibility
Any employee of the Company shall or may retire
on a retirement benefit subject to the provisions
and conditions hereinafter set forth:
1. An employee who has attained the Normal
Retirement Date (first day of the month in
which occurs an employee's 65th birthday) and
ceases active service with the Company shall
be entitled to a pension.
2. An employee shall be entitled to retire
before attaining the age of sixty-five (65)
years if the employee becomes unable to
perform such employee's work for the Company
because of a permanent disability. In order
to be eligible for a disability pension the
employee must:
a. Be totally disabled
b. The disability must continue for at least six (6) months.
c. The employee must be at least thirty-eight (38) years of age
with twenty (20) years of Vested Service.
d. He must qualify for disability benefits under the Social
Security Act in effect at the time.
e. The disability must not have been incurred while the
employee was engaged in:
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(1) criminal act
(2) service in the armed forces
(3) habitual drunkenness or addiction to a narcotic
(4) intentional self-inflicted injury
(5) act or disease resulting during the course of
employment with an employer other than the company
Further, that the disability pension may be
discontinued should the employee refuse to be
examined by a physician designated by the Plan.
The pension would be computed on the basis of the
accrual to date of such retirement with no
actuarial reduction.
3. An employee with fifteen (15) years of Vested
Service and who has attained age fifty-five
(55) may elect to retire on an Early
Retirement Date, which may be the first day
of any month thereafter prior to the
employee's normal Retirement Date. The
Company requests that the employee notify
the Company in writing at least ninety (90)
days prior to such date of intention to
retire early.
Determination of Amount of Normal Retirement Benefits
A. Basis
The basis for the computation of the amount of
the retirement benefit shall be the employee's
average monthly wages for any consecutive
five-year period during the employee's last twenty
(20) years of Credited Service, whichever amount
is larger.
B. Amount
Based upon average monthly wages determined as
above stated, the employee shall be eligible for a
monthly retirement benefit payable in advance,
computed as follows:
1. For each of the first twenty full years of
Credited Service - 2% (two percent) of said
average monthly wage.
2. For each full year of Credited Service in
excess of twenty full years and not in excess
of thirty full years - an additional 1% (one
percent) of said average monthly wages.
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3. For each full year of Credited Service in
excess of thirty years - an additional 1/2 of
1% (one-half percent) of said average monthly
wages reduced by:
4. Fifty percent (50%) of such employee's
Primary Social Security Benefit Payable under
the Federal Social Security Act in effect on
December 31, 1970: and
5. The amount of monthly retirement benefit, if
any, to which he is entitled under any
retirement plan maintained by a former
employer for which credit is given under the
Plan.
Determination of Amount of Early Retirement Benefits
The monthly amount of Early Retirement
Benefit payable to an employee retiring on his
Early Retirement Date shall be equal to the
employee's Normal Retirement Benefit based on
Credited Service to his Early Retirement Date,
reduced on the basis of the following schedule:
Early Retirement
Early Percent Reduction of Expressed as % of
Retirement Normal Retirement Normal Retirement
Age Benefits Benefits
64 0% 100%
63 0% 100%
62 0% 100%
61 0% 100%
60 0% 100%
59 5% 95%
58 10% 90%
57 15% 85%
56 20% 80%
55 25% 75%
Normal Form of Benefits
A. Monthly Annuity for Life
An employee who is unmarried at retirement will
receive a retirement benefit as a monthly annuity
for as long as the employee lives. Upon death, no
death benefits will be payable to any beneficiary.
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B. Joint and Survivor Annuity with Spouse
An employee who is married at retirement and
who does not elect to receive the retirement
benefit as a monthly annuity for life, or as one
of the Optional Forms of Benefits, will receive an
actuarial reduced benefit for as long as the
employee lives with fifty percent (50%) of such
reduced benefit payable after death to the
employee's spouse for as long as such spouse
lives. The reduction is based upon the life
expectancies of the employee and spouse on the
employee's retirement date.
Optional Form of Benefits
A. Contingent Annuitant Option
An employee may elect, instead of his
retirement benefit as heretofore provided, to have
reduced retirement benefits made commencing on the
employee's retirement date and after death such
reduced payments, or any lesser amount selected by
the employee, will be continued to the designated
beneficiary, if living after the employee's death,
for the beneficiary's lifetime.
B. Ten (10) Year Certain and Life Annuity
An employee may elect that the retirement
benefit, payable on the retirement date, be
reduced with the guarantee that not less than one
hundred and twenty (120) monthly payments will be
made either to the employee or the named surviving
beneficiary who survives him.
C. Five (5) Year Certain and Life Annuity
An employee may elect that the retirement
benefit, payable on the retirement date, be
reduced with the guarantee that not less than
sixty (60) monthly payments will be made either to
the employee or the named surviving beneficiary.
If any of the above options are elected, the
provisions for a minimum annual retirement benefit
shall only apply prior to any reductions under the
above options.
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<PAGE>
Minimum Company Contribution to Retirement Benefit
In no event will the Company pay any employee
who retires with fifteen (15) years of Vested
Service an annual normal retirement benefit of
less than $1,200 in addition to such sums, if any,
as the employee may receive as "Primary Insurance
Benefits" under the Federal Social Security Act
and as unemployment compensation.
Spouse's Benefits
A spouse's Benefit shall be payable to an
employee's spouse in the event of the employee's
death prior to the Normal Retirement Date,
provided at least fifteen (15) years of Vested
Service was completed and has been married to the
surviving spouse for at least one (1) year.
The monthly amount of the Spouse's Benefit
shall be one-half of the amount of Retirement
Benefit which would have been payable had the
deceased employee retired, rather than died, on
the day before death, reduced, however, by one
percent (1%) for each full year in excess of two
(2) by which the deceased employee's age exceed
his Spouse's age.
A minimum of fifty dollars ($50.00) per month
shall be payable.
Spouse's Benefit payments shall terminate with
the last payment due preceding death.
Deferred Termination Benefit
An employee who terminates his employment after
five (5) or more years of Vested Service shall be
entitled to a Deferred Termination Benefit equal
to that portion of his Normal Retirement Benefit
accrued to the date employment terminates.
A Deferred Termination Benefit shall commence
on an employee's Normal Retirement Date. However,
a terminated employee who has attained age
fifty-five (55) and has completed fifteen (15)
years of Vested Service, may elect to have his
benefit commence as of the date such age is
attained.
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The specific details of the retirement plan
will be as described in the retirement plan
documents. In the event of any conflict between
this summary and the Plan Document, The Plan
Document will govern. While the Company expects
to continue indefinitely the benefits provided for
under the retirement plan, it agrees to continue
them only for the term of the Contract with the
employees of the Concord Electric Company covered
by the Agreement and the International Brotherhood
of Electrical Workers and Local Union No. 1837,
Unit #1, dated June 1, 1994.
In the event there shall be enacted after June
1, 1994, state or federal legislation which
conflicts with the Pension Plan (Group Insurance)
provisions, outlined above, the state or federal
legislation will govern.
</PAGE>
<PAGE>
CONCORD ELECTRIC COMPANY
GROUP INSURANCE
There shall be maintained a Group Life Insurance and
Group Accident and Sickness program with the following
benefits:
Term Life Insurance Plan
Employees are eligible for group life insurance
coverage equivalent to two times their basic
annual wages (basic hourly wage time 2080) reduced
to the next lower full thousand, up to a maximum
of $50,000. Concord Electric Company pays
insurance premium cost.
Accidental Death And Dismemberment
Employees are eligible for accidental death and
dismemberment coverages up to a maximum of $5,000.
Concord Electric Company pays insurance premium
cost.
Comprehensive Medical Plan
A Comprehensive Medical Plan is provided for
employees and their eligible dependents and is
briefly outlined as follows:
A. Deductible: Subscriber is responsible for
first $100 of "covered medical expenses" for
each member each calendar year, with a
maximum of three deductibles per family each
calendar year.
B. Coinsured: Program pays 80% of first $2,000
of "covered medical expenses" in excess of
deductible for each member each calendar
year.
C. Paid-In-Full: "Covered medical expenses" in
excess of the coinsured amount and the
deductible are paid-in-full for the remainder
of the calendar year.
D. Maximums: Maximum lifetime benefit per
member is $1,000,000 (benefit for the
outpatient treatment of mental and nervous
disorders is limited to $5,000 per calendar
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<PAGE>
year, lifetime maximum of $10,000). Maximum
out-of-pocket cost for "covered medical
expenses" is $500 per member each calendar
year.
Covered medical expenses include charges which
are medically necessary, usual, customary
reasonable, and not specifically limited by the
insurance contract.
Group Dental Plan
Group Dental Care Insurance is provided for
employees and their eligible dependents and is
briefly outlined as follows:
Deductible
There is one $25.00 deductible per person per
Calendar Year with a maximum of $75.00 per family
each Calendar Year. This deductible does not
apply to Coverage I and IV benefits, but does
apply to Coverage II and III benefits.
Coverage I - Diagnostic and Preventative, 100%
Payment.
Diagnostic
Initial Examination;
Examinations to determine the required dental
treatment two times in a calendar year;
Full Mouth/Panorex X-Rays once in a three (3)
year period;
Bitewing X-Rays once in a calendar year;
X-Rays of individual teeth as necessary.
Preventative
Cleanings two (2) times in a calendar year;
Fluoride - once in a calendar year (age limit 19);
Space Maintainers.
Coverage II - Restorative, after deductible, 80%
paid by insurance, 20% paid by patient.
Amalgam, Silicate and Acrylic restorations;
Oral Surgery - Extractions;
Endodontics - Pupal therapy; root canal therapy;
Periodontics -Treatment of gum disease, includes
periodontal cleanings;
Denture Repair - Repair of removable denture to
its original condition;
Emergency Treatment - Palliative.
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<PAGE>
Coverage III - After deductible, 50% paid by insurance, 50% by patient.
Crowns and build-ups for crowns;
First placement of inlays and bridges;
First placement of partial or full dentures.
Coverage IV - Orthodontia, 50% paid by insurance, 50% paid by patient.
Maximum Contract Year Benefit -
The maximum amount which the plan will pay is
$750 per person per Calendar Year. Orthodontia
lifetime maximum is $1,000 per person.
This benefit summary is for informational
purposes only. The benefits are described more
fully in the applicable master group insurance
policy. The extent of coverage for each
individual is governed at all times by that
document. In the event of any conflict between
this summary and the plan documents, the plan
document will govern.
While the Company expects to continue
indefinitely the benefits provided under these
plans, it agrees to continue them only for the
term of the Contract with employees of Concord
Electric Company covered by the Agreement and
International Brotherhood of Electrical Workers
and Local Union No. 1837, dated June 1, 1994.
</PAGE>
<PAGE>
MUTUAL WORKING AGREEMENT
BETWEEN
CONCORD ELECTRIC COMPANY
AND
IBEW LOCAL UNION NO. 1837
Utility Maintenance Worker
It is agreed that the hours of this position
may deviate from those outlined in Article 3,
Section 3.1 of the current Contract, upon mutual
agreement by the Union and the Company. The
change in hours would be 7 a.m. to 3 p.m. on any
given workday (s), Monday through Friday. Either
party to this agreement can choose to revert to
the contractual hours without the mutual consent
of the other party at any time, with reasonable
notice, unless an emergency situation arises.
Signed:
By/s/ Michael R. Paquet Date: May 25, 1994
Chief Steward
By/s/ Thomas L. Biklen Date: May 25, 1994
Operations Manager
</PAGE>
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<TABLE>
<CAPTION>
EXHIBIT A
CONCORD ELECTRIC COMPANY
SCHEDULE OF WAGES
Pay Period May 29, 1994 through May 31, 1997
Contract Period June 1, 1994 through May 31, 1997
Rate Effective
5/29/94 5/28/95 5/26/96
<S> <C> <C> <C>
Line Department
Lineworker I - RG 20.06 20.71 21.33
34.5 kV
Utility LineworkerI 19.86 20.49 21.09
Lineworker I 19.46 20.09 20.69
Lineworker II
Fourth 6 months 16.73 17.27 17.79
Third 6 months 16.01 16.53 17.03
Second 6 months 15.21 15.70 16.17
First 6 months 17.78 15.26 15.72
Lineworker III
Second 6 months 14.17 14.63 15.07
First 6 months 13.32 13.75 14.16
Lineworker
Apprentice
Second 6 monhts 13.10 13.53 13.94
First 6 months 12.89 13.31 13.71
Meter Department
Meter Mechanic I 17.64 18.21 18.76
Meter Mechanic II
(Third 16 15.20 15.69 16.16
months)
Meter Mechanic III
(Second 16 13.83 14.28 14.71
months)
Meter Mechanic
Apprentice
(First 12 12.35 12.75 13.13
months)
Operation 16.73 17.27 17.79
Technician I
Operation
Technician II
(Second 16 14.99 15.48 15.94
months)
Operation
Apprentice
(First 12 13.46 13.90 14.32
months)
Meter Readers
Meter Reader I 13.68 14.12 14.54
Meter Reader II
(First 12 13.04 13.46 13.86
months)
Station Attendant
Station Attendant I 16.04 16.56 17.06
Station Attendant II 15.39 15.89 16.37
Maintenance
Department
Automobile 17.09 17.65 18.18
Mechanic I
Maintenance Worker 14.54 15.01 15.46
Utility 14.00 14.46 14.89
Maintenance Worker
Stockroom
Stockclerk I 13.68 14.12 14.54
Stockclerk II
(First 12 12.11 12.50 12.88
months)
Office
Operation Office Clerk10.05 10.38 10.69
</TABLE>
</PAGE>
<PAGE>
EXHIBIT B
Page 1 of 2
DUES DEDUCTION
I hereby authorize and direct Concord Electric
Company to deduct union membership dues from my
pay on a weekly basis.
The amount of dues to be deducted will be
determined by the Chief Steward of the Union in
accordance with the by-laws of Local Union 1837
and the Constitution of the International
Brotherhood of Electrical Workers.
The Chief Steward will notify the Company in
writing of the specific amount to be deducted for
each Union member.
The Company will notify the Chief Steward of
the Local Union prior to, or contemporaneously
with, any permanent hourly rate change of a Union
member that occurs during the life of this
agreement.
The Chief Steward shall notify the Company in
writing of any change in the amount to be deducted
for any Union member and such change will become
effective with such member's next pay check.
</PAGE>
<PAGE>
EXHIBIT B
Page 2 of 2
IBEW L0CAL 1837 DUES AUTHORIZATION AND DEDUCTIONS
Weekly
Member Duess Member's Signature Date
I CERTIFY THESE AMOUNTS ARE CORRECT AND IN ACCORDANCE
WITH THE BY-LAWS OF LOCAL UNION 1837 AND THE
CONSTITUTION OF IBEW.
______________________________ Date ________________
Chief Steward
</PAGE>
Agreement Between
Fitchburg Gas and
Electric Light Company
and
The Brotherhood of Utility Workers
of New England, Inc.
Local Union No. 340
May 1, 1994 - April 30, 1997
TABLE OF CONTENTS
AGREEMENT
"A"
Article
Page
Preamble Employees Represented by the Brotherhood 1
I Definitions 1
II Recognition of Brotherhood 2
III Brotherhood Membership Requirements 2
IV Regular Wages 3
V Overtime Compensation 4
VI Application of Rated Wage 6
VII Hours and Days of Work 7
VIII Days of Relief 8
IX Meal Periods 9
X Vacations 10
XI Seniority 13
XII Discipline, Suspension and Discharge 18
XIII Grievance 18
XIV Payroll Deductions 20
XV Pension Plan 20
XVI Disability Retrogression Pay Plan 23
XVII Disability Payment Plan 25
XVIII Group Insurance 28
XIX 401(k) Plan 29
XX Leaves of Absence 29
XXI Severance Pay Plan 30
XXII Bulletin Boards 31
XXIII Effect of Agreement 31
XXIV Contractors 31
XXV Working Conditions 32
XXVI Benefits 47
XXVII Bargaining Unit Work 49
XXVIII Union Business 49
XXIX UNITIL Retiree Trust 49
XXX Safety 49
XXXI No Discrimination 50
XXXII Duration and Termination 50
XXXIII Successors 50
Schedule of Wages 52
Roster 1 - Transportation 52
Roster 2 - General Clerical "A" 52
Roster 3 - Applicance Service 52
Roster 5 - Meter (Gas) 53
Roster 6 - Meter (Gas and Electric) 53
Roster 7 - Street 54
Roster 8 - Electric Distribution 54
Roster 9 - Meter Readers 56
Roster 10 - General Clerical "B" 56
Roster 11 - Stores 56
Roster 12 - Janitorial 56
Roster 13 - Collection 56
Roster 15 - Repairs 56
Roster 16 - Electrical 56
Roster 19 - Gas Production 57
Roster 20 - Dig Safe 57
Clerical Progression and Pay Plan 57
Policy with Reference to Rest Period 59
Shift Differential 60
Sunday Premium 60
Double Time on Second Day of Relief 60
Off-Hour Coverage 61
Emergency Call Out 62
Part "B" - Retained Policies
Not Incorporated in Part "A" 63 to 66
Part "C" - Group Insurance Summary 67 to 68
Part "D" - Retained Letters of Intent 69 to 70
- Progression Charts 71 to 73
AGREEMENT made and entered into by FITCHBURG GAS AND
ELECTRIC LIGHT COMPANY, a Massachusetts corporation hereinafter
called the "Company" and THE BROTHERHOOD OF UTILITY WORKERS OF
NEW ENGLAND, INCORPORATED, LOCAL NO. 340, thereof, and the
employees of the Company who are now or may hereafter become
members of said Local, hereinafter called the "Brotherhood".
WITNESSETH that:
WHEREAS, the Brotherhood represents a majority of all
employees of the Company at its Fitchburg, Massachusetts plant,
excluding confidential employees, executives, foreman, crew
foreman, and all other supervisory employees who have authority
to hire, promote, discipline, discharge or effectively make such
recommendations, and has been designated by said majority to be
the exclusive representative of all said employees for the
purposes of collective bargaining with respect to rate of pay,
wages, hours of employment and other conditions of employment;
and
WHEREAS, both the Company and the Brotherhood desire to
promote harmony and efficiency in the working forces so that the
employees and the Company may obtain mutual economic advantages
consistent with the duty of the Company as a public utility to
provide at all times an adequate and uninterrupted supply of
electric and gas services in the territory and communities which
it serves.
NOW, THEREFORE:
As to wages to be paid by the Company, as to working
conditions involved in the Company's operations, and as to the
application of the principle of seniority to changes in the
Company's forces, the parties hereto, each by its duly authorized
representatives, agree as follows:
ARTICLE I
DEFINITIONS
The Company and the Brotherhood mutually agree that for the
purpose of this agreement, the following definitions apply:
Regular Employee - one who, subject to a six (6) months'
probationary period, is hired on a regular basis.
Temporary Employee - one who is hired for a specific job and/or
period of time but who it is not intended shall become a regular
employee as defined above and whose employment is not intended to
last for more than (six) 6 months. If his employment continues
for more than six (6) months, he becomes a "regular" employee as
defined above.
Part-time Employee - an employee who is hired to work less than
the regularly scheduled workweek.
ARTICLE II
RECOGNITION OF BROTHERHOOD
The Brotherhood is hereby recognized as the exclusive
representative of all employees of the Company at its Fitchburg,
Massachusetts plant, excluding confidential employees,
executives, foremen, crew foremen and all other supervisory
employees who have authority to hire, promote, discipline,
discharge or effectively make such recommendation for the
purposes of collective bargaining with respect to wages, hours of
employment and other conditions of employment.
ARTICLE III
BROTHERHOOD MEMBERSHIP REQUIREMENTS
The Company agrees that until the termination of this agreement
it will require as a condition of employment that all employees
subject to this agreement shall become members of the
Brotherhood.
The Company agrees that it shall require as a condition of
employment that all new employees hereafter employed by the
Company in any class of work to which this agreement applies
shall become members of the Brotherhood after the thirtieth day
following the beginning of their employment and shall continue as
members thereafter while this agreement is in effect and their
classification is subject to the terms of this agreement. The
Company and the Brotherhood mutually agree that this provision in
no way affects the other terms and conditions of employment
applicable to temporary and probationary employees set forth in
this agreement.
Any employee who has been exempted from the Brotherhood
membership requirement under the provisions of this article but
who is transferred or demoted while this agreement is in effect
to a class of work which is subject to the Brotherhood membership
requirement shall become a member of the Brotherhood within
thirty (30) days after the effective date of such transfer or
demotion.
The provisions of this article shall not apply to anyone exempted
from the provisions of this agreement, nor to student engineers
who may be assigned from time to time to any of the departments
of the Company.
In no event will any employee be required, as a condition of
employment, to become a member of the Brotherhood until after the
thirtieth day following the beginning of his employment or the
effective date of this article, whichever is the later.
Any employee of the Company who at any time while this agreement
is in effect has been performing a class of work which is subject
to the Brotherhood membership requirements of this Agreement, but
who is subsequently transferred or promoted to a class of work
which is not subject to the Brotherhood membership requirements
of this Agreement shall have the privilege of withdrawing from
Brotherhood membership.
ARTICLE IV
REGULAR WAGES
Section 1. Effective on the date indicated therein, employees
who are receiving the ultimate rate of the class to which they
are permanently assigned shall be paid wages in accordance with
the Schedule of Wages showing classifications and the rated wage
of each class. Said Schedule of Wages of footnotes and
accompanying paragraphs are attached hereto and made a part
hereof, and are set forth at pages 52 to 58, inclusive, hereof.
Section 2. If, upon the effective date of said schedule, an
employee is not receiving the ultimate rate of the class to which
he is permanently assigned, then, the present wage of such
employee shall be increased in an amount equal to the difference
between the ultimate rate of the class in effect at the time of
the last prior wage schedule and the ultimate rate of the class
of the wage schedule effective herein.
Section 3. The following conditions shall control, limit,
restrict and govern the application of said schedule.
An employee, if awarded the next higher-rated job in the same
roster will receive the higher rate from the date of the award.
In other cases where an employee is awarded a bargaining unit
job, the employee's rate of pay shall be as follows:
(a) Twenty-five cents ($.25) per hour more than the
employee's present rate of pay or the rate of the new job,
whichever is less, no later than one
week after the date of the award.
(b) Twenty-five cents ($.25) per hour more than the rate
arrived at in (a) above or the rate
of the new job, whichever is less, thirty days from the date of
the award.
(c) The ultimate rate of the new job ninety (90) days from
the date of the award.
Section 4. Clerical Progression and Pay Plan (See Page 57) is
not subject to Section 3 above.
Section 5. New employees hired during the term of this
agreement will receive a starting wage that shall not be less
than eighty-five per cent (85%) of the ultimate rate for the
class of work to which they are assigned. When an employee has
completed his or her probationary period, the employee's rate of
pay shall be subject to the provisions of paragraphs (a), (b),
and (c) of Section 3 above, substituting "six months anniversary
date" for "date of the award" in that Section.
Section 6. In no event shall the resulting wage from time to
time exceed the rated wage for the applicable class established
by the Schedules of Wages, attached hereto and made a part
hereof.
ARTICLE V
OVERTIME COMPENSATION
Section 1. Employees subject to this agreement shall be paid
wages at the rate of time and one-half for all work that does not
occur within their regularly scheduled work day or week.
(a) Employees normally scheduled to work more or less than
eight (8) hours within a day shall be paid overtime at one and
one-half times their regular rate for all work that does not
occur within such scheduled hours provided that no employee shall
be paid both daily and weekly overtime on account of the same
hours of overtime worked.
(b) Employees, when required to work on their regularly
scheduled days of relief, shall be paid overtime at the rate of
one and one-half times their regular rate, subject to the
provision for double time on the second day of relief which is
the seventh day of work, a provision set forth in the paragraphs
following the schedule of wages attached hereto. "Regular rate",
for the purpose of this section, shall mean the regular hourly
rate of the employees.
Section 2. Employees subject to this agreement shall be paid
a minimum of three (3) hours at the time and one-half or overtime
for actual time worked, whichever is greater, for each period of
time worked during unscheduled hours.
This minimum shall not apply:
(a) In any case where employees are assigned to work
continuous overtime from the end
of their regular workday, but in that event, payment shall
be at the overtime rate for such
continuous time, or
(b) In any case where employees are called out or assigned
during the lunch hour.
If an employee is scheduled in advance for overtime work on a day
of relief, he will be paid the minimum if the overtime work is
cancelled unless he is notified of the cancellation prior to the
close of the preceding regularly scheduled workday. If no such
notice is given, the employee will report for work as scheduled,
unless otherwise notified.
If such overtime is scheduled on a regular workday, the minimum
will apply unless the employee is notified of cancellation prior
to the end of such regular workday.
When planned overtime is scheduled for Saturday, or Sunday, the
Company will notify the employees involved at least forty-eight
(48) hours prior to Saturday, to the extent such notice is
practicable and provided the Company has knowledge of the need
for scheduling such work sufficiently in time to give such
notice. If notice is given, but the planned overtime is later
cancelled, the minimum penalty for cancellation of planned
overtime will not apply if notice of the cancellation is given
prior to the end of the regularly scheduled workday on Friday.
There will be a single overtime list for planned and unplanned
overtime.
The overtime equalization schedules on the Bulletin Boards are
regarded as an equalization of overtime agreement.
If an employee is entitled to overtime under the equalization
provisions of the contract and is not requested to work such
overtime, the employee will be provided overtime work to be
assigned by the supervisor within seven days of acknowledgment by
the supervisor that the employee was entitled to the overtime.
Refusal of the overtime work by the employee will negate any
further penalties by the Company.
In the event there is a call out while the employee is on this
overtime assignment, the employee will be assigned the call out
even if he/she is not entitled to the call out based on the
equalization list. The overtime assignment must be appropriate
for the classification of the employee.
The overtime assignment will be for a minimum of three hours or
longer if the call out extended for a longer period of time.
Section 3. If an officer, steward, or committeeman of the
Brotherhood is unavailable for overtime work because of
Brotherhood business, such unavailability will not be charged
against him for purposes of determining whether there has been an
equitable distribution of overtime.
Section 4. An employee on vacation for five (5) consecutive
days or is sick is not considered available for overtime and such
unavailability will not be charged against him for purposes of
determining whether there has been an equitable distribution of
overtime. Vacation will commence at the end of the employee's
shift and end at the start of the employee's next scheduled
shift.
Section 5. Emergency Storm Work Premium 5/1/87
It is sometimes necessary to assign outside physical workers for
more than 24 hours because of severe storms causing extensive
interruptions to service. The senior staff member responsible
for operations will determine when this policy goes into effect.
When these employees are so assigned to work for a period of more
than 24 hours under this policy, including travel time, the
method of payment will be as follows:
(a) The outside physical workers so assigned will be paid
for working time at the rate of
one and one-half times their regular straight time rate and
for rest time at their regular
straight time rate.
(b) The Rest Period Policy will not apply during this
emergency work when employees are
being paid under (a), but every effort will be made to give
employees adequate rest time.
It is intended that an employee who has worked continuously
for sixteen hours be given at
least eight hours rest and be paid for this rest time at his
regular straight time rate, but if it
is not given, the employee will be entitled to compensating
rest time at a later time for that
portion of the eight hours rest time which was not given.
(c) If a holiday occurs during this assignment, working time
shall be paid for at the rate of
two and one-half times the regular straight time rate and
rest time at the regular straight
time rate.
(d) When the 24-hour period has ended and the emergency is
over the normal method of
payment and rest time procedures will be in effect.
ARTICLE VI
APPLICATION OF RATED WAGE
Section 1. The application of a rate of pay shall be based on
the duties performed.
Section 2. If, during the course of the daily work schedule,
an employee is temporarily assigned (but not promoted) to a
higher class of work for a period of three (3) hours or more,
such employee shall receive the scheduled wage of such higher
class for all hours worked within the daily work schedule.
Note: This does not apply to employees in Clerical Wage
Structure Pg. 57.
Section 3.
(a) Employees subject to the provisions of this agreement shall
receive normal straight-time compensation for eight (8) hours on
eleven (11) recognized holidays, as listed below:
New Year's Day January 1
Martin Luther King Third Monday in January
Patriot's Day Third Monday in April
Memorial Day Last Monday in May
Independence Day July 4
Labor Day First Monday in September
Columbus Day Second Monday in October
Veterans Day November 11
Thanksgiving Day Fourth Thursday in November
Day after Thanksgiving Fourth Friday in November
Christmas Day December 25
Employees who have completed six months of service are entitled
to receive a twelfth holiday, formerly the birthday holiday, to
be observed as follows:
a) On the employee's birthday,
b) Any day within the calendar year.
Department head approval is required if taken under option b.
If the legal holiday occurs on Saturday, one of the following
three options may be made available to one or more employees not
scheduled to work on that day, in lieu of normal straight-time
compensation, where the Department Head determines that it is
feasible to make the option available in that Department:
a. A day off on Friday preceding the Saturday holiday.
b. A day off on Monday following the Saturday holiday; or
c. A day off on any date following the holiday.
(b) If employees are assigned to work on a holiday recognized
hereunder which occurs on a workday within their scheduled
workweek, they shall receive, in addition to the holiday pay
described in [a] and [b] above, time and one-half for all hours
worked in their normal schedule and two and one-half times their
normal straight-time rate for hours worked outside their normal
schedule within the holiday period, or the minimum, whichever is
greater.
(c) If employees are assigned to work on a holiday recognized
hereunder which does not occur on a workday within their
scheduled workweek, they shall receive, in addition to the
holiday pay described in (a) and (b) above, twice their normal
straight-time rate for the first (8) hours worked and two and
one-half times their normal straight-time rate for time worked in
excess of eight (8) hours within the holiday period, or the
minimum, whichever is greater.
(d) Existing Night Troublemen will work the Christmas and New
Year Schedule - Normally - one will work one Holiday - the other
Troubleman will work the other.
Section 4. Where an employee of ten (10) years or more of
continuous service, because of disability, is or becomes unable
to continue to perform assigned duties based on classification as
of the date of disability, the rights of such employee and the
obligations of the Company under such circumstances shall be
determined in accordance with "Disability Retrogression Pay Plan"
included herein and made a part hereof under Article XVI on pages
23 to 25, inclusive.
Section 5. Employees may be temporarily assigned to another
class of work in the same or a different roster for a temporary
period of time not to exceed fifteen (15) days per year.
Management shall determine the roster from which employees are
assigned. The selection will be according to the following
criteria:
1. Voluntary by seniority
2. Junior qualified employee
Each temporary assignment shall be for a minimum of one (1) full day.
These assignments shall not be used to fill permanent vacancies.
ARTICLE VII
HOURS AND DAYS OF WORK
Section 1. Eight (8) consecutive hours shall constitute the
regular daily assignment and five (5) days of eight (8)
consecutive hours shall constitute the regular weekly assignment
of all employees coming within the scope of this agreement,
insofar as such assignments do not interfere with presently
established practices.
Section 2. Hours for Customer Services
Employees assigned to the Customer Services section will have a
regular work schedule of 8:00 a.m. to 5:00 p.m., with a one-hour
lunch period. If workload requirements change, the supervisor
will notify employees that the work schedule has been changed to
8:00 a.m. to 5:00 p.m. with a 20-minute paid lunch.
Two (2) positions, one Customer Service and one Credit will be
the hours of 12 noon to 8:00 p.m.. These positions will be
posted and if necessary junior employees (new hires) will be
assigned.
Section 3. Hours in Service Department 5/1/87
The second shift in the Service Department will be:
December 1st to March 31st - 4:00 p.m. to 12:00 Midnight
April 1st to November 30th - 1:00 p.m. to 9:00 p.m.
Effective May 1, 1987, the schedule for the Consumer Aide
assigned to Dispatch will be 8:00 a.m. to 5:00 p.m.
Section 4. Hours for Janitor 5/1/89
The hours of work of the Janitor will be Sunday 5:00 p.m. to 2:00
a.m. Monday, and 2:00 p.m. to 10:00 p.m. Monday through Thursday.
Section 5. Production Department - Hours of Work
During the non-production season, LNG and Propane Plant
inspections will be performed on a mandatory planned overtime
basis on Saturdays, Sundays and holidays by Roster 19 personnel.
Section 6. Hours for Fleet Mechanic
The hours of work for the Fleet Mechanic will be as follows:
April 1 to November 30 - 7:30 a.m. - 3:30 p.m. Monday - Thursday
6:00 a.m. - 2:00 p.m. Friday
December 1 to March 31 - 7:30 a.m. - 3:30 p.m. Monday - Thursday
8:30 a.m. - 4:30 p.m. Friday
ARTICLE VIII
DAYS OF RELIEF
Section 1. Days of relief now established shall not be
changed without good and sufficient cause. When new positions
are created, days of relief shall be established for such new
positions and shall not be changed thereafter without good and
sufficient cause.
Section 2. Whenever employees are replaced in any class of
work where continuous operation is necessary, the prevailing days
of relief established with each assignment within such class
shall not be changed without good and sufficient cause.
Section 3. In departments or groups where continuous
operation is not necessary, every effort will be exerted by the
Company to establish the days of relief in accordance with the
desires of the employees.
Section 4. Employees will not be compelled to change their
days of relief with other employees.
ARTICLE IX
MEAL PERIODS
Section 1. A meal period of not less than thirty (30) minutes
nor more than one (1) hour shall be arranged for employees
unless otherwise mutually agreed upon.
Section 2. The meal period shall be assigned between the end
of the third hour after reporting for duty and the beginning of
the sixth hour after reporting for duty.
Section 3. Where the nature of the service requires
continuous operation, eight (8) consecutive hours may be worked
during which twenty (20) minutes shall be allowed for lunch at
reasonable and convenient times without interruption of service
and without deduction in pay.
Section 4.
(1) From January 1 through December 31, employees in the
following Rosters will bring their lunch and will work a straight
eight (8) hours (as specified below) with a twenty (20) minute
lunch period provided, (normal lunch period to start four (4)
hours after starting time) and with no deduction in pay for this
twenty (20) minute period.
Roster #3 8:00 a.m. to 4:00 p.m.
Roster #5 8:00 a.m. to 4:00 p.m.
Roster #6 8:00 a.m. to 4:00 p.m.
or, 8:30 a.m. to 4:30 p.m.
Roster #9 8:00 a.m. to 4:00 p.m.
Roster #16 7:30 a.m. to 3:30 p.m.
(2) From April 1 through November 30, employees in the
following Rosters will bring their lunch and will work a straight
eight (8) hours (as specified below) with a twenty (20) minute
lunch period provided, (normal lunch period to start four (4)
hours after starting time) and with no deduction in pay for this
twenty (20) minute period.
Roster #7 7:30 a.m. to 3:30 p.m.
Roster #8 7:30 a.m. to 3:30 p.m.
Roster #15 7:30 a.m. to 3:30 p.m.
(3) From December 1 through March 31 employees in the
following Rosters will bring their lunch and will work a straight
eight (8) hours (as specified below) with a thirty (30) minute
lunch period provided, (normal lunch period to start four (4)
hours after starting time) and with no deduction in pay for this
thirty (30) minute period.
Roster #7 7:00 a.m. to 3:30 p.m.
Roster #8 7:30 a.m. to 3:30 p.m.
Roster #15 7:30 a.m. to 3:30 p.m.
(4) From January 1 through December 31, the stockman and
stock clerk will establish a work schedule to ensure coverage of
the stockroom from 7:00 a.m. to 5:00 p.m. Meal schedules will
normally consist of one hour to be alternated between the two
classifications. During any absence, coverage will be provided
by the remaining employee on an overtime basis, working a
straight eight (8) hours with a twenty (20) minute lunch period.
Section 5. The Company will pay a meal allowance to an
employee when their normal meal period is disrupted by emergency
overtime work and the work period extends beyond three (3) hours.
In the event employees work two (2) or more hours of continuous
emergency overtime, after an eight (8) hour work period, and such
overtime extends through a normal meal period, the company will
pay a meal allowance for the employee. If the overtime work ends
simultaneously with the expiration of two (2) hours after the end
of an eight (8) hour period, the company will pay an allowance of
$3.00 in lieu of a meal and meal period. If the overtime work
ends within thirty (30) minutes after such two (2) hour periods
and the meal and meal period have not been given, the employee
will receive a meal allowance. The above does not require the
furnishing or paying for a meal occurring during an eight (8)
hour work period on an employee's day of relief when the employee
is able to plan for such a meal.
The meal allowance is:
Breakfast $ 7.50
Lunch $ 7.50
Supper $ 10.00
Emergency overtime is defined as overtime work where the notice
given the employee is twenty-four hours or less.
Section 6. Employees engaged in emergency overtime work will
be paid an allowance for the normal meal period that is disrupted
and granted a meal period of twenty (20) minutes without
deduction in pay and will be granted an allowance every six (6)
hours later.
Section 7. When a regular meal period is established, it
shall not be changed without good and sufficient cause.
Section 8. The meal allowance will not apply during
emergencies involving employees working more than eight (8) hours
beyond the normal work day. During emergencies, the
reasonableness of the cost of the meal shall be subject to the
approval of the department head.
ARTICLE X
VACATIONS
Section 1.
(a) Employees continuously employed prior to June 1 for
less than one (1) year, but more than six (6) full months, will
be entitled to a vacation with straight-time pay for two (2)
normal working days for each full month of employment in excess
of six months prior to such June 1st.
(b) Employees, after one (1) year of continuous service
prior to June 1 of the year in which their vacation occurs, will
be entitled to two (2) weeks' vacation with straight-time pay.
(c) Employees with five (5) full years of continuous
service will be entitled to three (3) weeks' vacation beginning
in the year in which such service is completed.
(d) Effective 5/1/89, employees with ten (10) full years of
continuous service shall be entitled to four (4) weeks' vacation
beginning in the year in which such service is completed.
(e) Employees with twenty (20) full years of continuous
service shall be entitled to five (5) weeks' vacation beginning
in the year in which such service is completed.
(f) Employees with over twenty-five (25) years of service
shall be entitled to one (1) day of vacation for each full year
beginning with the twenty-sixth (26) year and ending with the
thirtieth (30) year, vacations beginning in the year in which
such service is completed.
Section 2. Vacations will be granted according to a schedule
approved by the Company, and insofar as possible, seniority will
govern. One (1) of the three (3) weeks of vacation, two (2) of
the four (4) weeks of vacation and three (3) of the five (5)
weeks of vacation for those employees who are eligible may be
scheduled by the Company at any time during the calendar year.
If an employee is unable to start his vacation as scheduled, such
vacation will be rescheduled by the Company at the earliest
opportunity.
Section 3. Employee's vacation pay will be the greater of his
regular straight-time pay at the time of vacation or the average
of his straight-time earnings in the previous calendar year.
Section 4. If, during an employee's vacation period, a
holiday, recognized under this contract, falls on a normal
workday of the employee, he shall receive an additional day off
at a time to be designated by the Company, or in lieu thereof,
normal vacation pay, provided, however, in no event, will any
employee receive pay or time off for holidays in excess of that
described in Article VI, Section 3 on page 6.
Section 5. All departments within the Company will distribute
vacation selection forms to be completed by December 31 for
scheduling vacations in January, February and March of the
following year. Vacation schedule forms will be issued, and are
to be completed by April 30, for employees to select their
remaining vacations.
All months of the year will be used by all departments for
vacation scheduling. Department Managers will exercise
discretion as to the number of employees on vacation at any one
time.
Section 6. For purposes of vacation scheduling in the Street
Department and Line Department (exclusive of underground
personnel) the following provisions shall apply:
The year will be divided into the following three periods for
taking vacation.
Period I: The prime period consisting of June, July,
August and September. During this period,
employees may take up to two weeks of vacation.
Period II:
The months of April, May, October, November and
December. During these months, an employee may
take two weeks of vacation.
Period III:
The months of January, February, and March.
During these months, an employee will take any
remaining vacation not taken in Periods I and
II.
Not more than four (4) linemen may be on vacation at the same
time during Period I and Period II, December only. Not more than
two (2) linemen may be on vacation at the same time during Period
II, except December. Department Head approval is required for
more than four (4) linemen to be on vacation at the same time in
December. Single days of vacation may be taken in Periods I and
II, on the same basis as at present; namely, one (1) day for each
week of vacation taken in the period, but they may be taken out
of any of the scheduled vacation weeks in either Periods I and II
instead of the scheduled vacation in the Period in which the
single day is taken.
Section 7. It is recognized that it is generally desirable
for vacations to be taken not less than a full week at a time.
However, for good reasons and where it can be done without cost
or inconvenience to the Company, an employee will be permitted to
take vacations less than a week at a time where sufficient notice
is given and the Department Head approves.
Section 8. An employee who is separated from the payroll,
whether by means of resignation, retirement or pension, discharge
or layoff, shall be paid such vacation pay as he is entitled to
receive in that calendar year and which he has not already
received.
Section 9. Where an employee becomes ill, or a member of his
immediate family dies just prior to his scheduled vacation, the
vacation will be rescheduled upon his request; scheduled vacation
will not be rescheduled if the illness commences after the
beginning of the scheduled vacation.
However, if the death of an immediate member of the family (as
defined in Article XX, Pg. 29) occurs after the beginning of the
scheduled vacation, and the time lost, for the purpose intended,
would have been in their normal work schedule, such time will be
rescheduled, at a mutually agreed upon later date.
Section 10. For purposes of vacation scheduling in Roster 9
(Meter Reading), the following shall apply: During the period of
June, July and August, employees may take up to two (2) weeks of
vacation but not more than two (2) employees may be on vacation
at the same time during this period. During the remainder of the
year only one (1) meter reader may be on vacation at any time.
Section 11. Vacation Entitlement - Personal or Medical Leave
When an employee is on personal or medical leave (Policy A, Pg.
65) for more than twenty-five (25) days in a calendar year, the
employee's vacation entitlement for the following year will be
prorated based on the number of days the employee is paid wages
vs. the number of days of personal or medical leave taken during
the year.
Example: Employee is out for 26 weeks (26 x 5 = 130 days) on
medical leave. Employee will have 5 years of seniority in
March, 1992. Employee would have 3 weeks (15 days) of
vacation entitlement. Because the employee was out for 130
days in 1991, employee would be credited with 130/260 = .5 x
15 = 7.5 days.
ARTICLE XI
SENIORITY
Section 1. Seniority progression charts showing all classes
of employees subject to this agreement and the seniority movement
of such employees between classes hereinafter provided for have
been prepared jointly by the Company and the Brotherhood. Roster
sheets showing the names, classifications, Company seniority, and
class seniority ratings of all employees subject to each
seniority progression chart have been prepared and posted. The
Company shall prepare and post quarterly, revised roster sheets
showing any changes affecting the employees on such sheets.
Any employee subject to this agreement who is aggrieved by any
change in seniority rating may, within thirty (30) days after
such change is posted, and not thereafter, request the Company to
correct such rating, and upon adequate proof of error, it shall
be corrected in accordance with the facts.
Section 2. It is agreed, that when an employee is assigned to
a position, which is not subject to the rules of the Agreement,
on a temporary basis, his seniority status will continue in the
class which he held at the time of the assignment.
An employee promoted, on a regular basis, to a position in which
he is not subject to the rules of the Agreement, and subsequently
returns to a classification which is subject to the rules of the
Agreement, shall have his seniority status, for unit seniority
purposes, reflect only that time served in the Bargaining Unit;
i.e., the employee would return to the bottom of the
classification from which he came with the seniority he had at
the time of his promotion. This period of time will not exceed
ninety (90) days.
Section 3. Seniority shall begin when an employee was or
shall be first hired by the Company, except that where an
employee has been dismissed and rehired or has voluntarily left
the employ of the Company and has been rehired, seniority shall
begin when such employee was last hired. The seniority rating of
employees shall be as follows:
(a) Any present employee of the Company who was in the
employ of the Company when seniority was first adopted (June 2,
1946) shall receive credit (in the class of work in which he is
then employed) for all prior employment with the Company.
(b) Any present employee of the Company who was hired
subsequent to June 2, 1946, shall receive credit beginning with
his last hiring date and continuing during the term hereof in
each class of work in which he has been or is hereafter regularly
assigned.
(c) The foregoing provisions of this section shall not
apply to new employees until they have been continuously employed
for a period of six (6) months, but thereafter these provisions
shall apply to such employees.
If because of a reduction-in-forces an employee is demoted from a
class of work to which he was assigned on the date when seniority
first became effective as aforesaid, such employee shall be
assigned to the head of the list in the class to which he is
demoted, but an employee promoted after said date and
subsequently demoted because of a reduction in forces shall
revert to that place on the list in the lower class which he held
before his promotion; provided, however, that when forces are
reduced in the lowest class, necessitating the furloughing of
employees, the employee in such class having the shortest total
period of service with the Company shall be furloughed first, and
so on up through the class.
Employees assigned to any class of work in one department of the
Company, if furloughed out of their class of work because of a
reduction-in-forces, shall be re-assigned by the Company to the
same class of work in the same or some other department of the
Company if there is another such class, and, if there is not
another such class, then to some other class, provided such
furloughed employees are qualified by fitness and ability to
perform the work in the new class. When so reassigned, such
employees shall have the same seniority rating in the new class
which they had in the class from which they were furloughed and
they shall displace juniors in the new class.
New employees shall be deemed to be on trial for a period of six
months from the date of hiring and within such period the Company
shall have the right to discharge any new employee whenever in
the opinion of the Company he has not qualified for the work for
which he was hired or for other work to which he may be assigned.
The Company shall have the right in its discretion to employ
temporary forces for emergencies, vacation relief, or in other
unusual situations, and seniority shall not apply to employees in
such forces.
The Company may employ student engineers in any class, the total
number of student engineers so employed not to exceed three
percent (3%) of the number of employees of the Company, and the
Company in its discretion and without regard to seniority may
assign the work of student engineers in any class or may transfer
them from class to class, but in the event that student engineers
are assigned to positions permanently such assignments shall be
subject to the seniority rights of regular employees affected
thereby.
Section 4. If there is seniority movement between the classes
involved, when a vacancy occurs in any class, the employee senior
in the next lower class shall be entitled to promotion to the
vacancy if his fitness and ability qualify him for the position,
and when forces are reduced, the last man in the class affected
shall be furloughed first, and so on up through the class,
employees so furloughed having the rights to displace juniors in
a lower class if qualified by fitness and ability.
An employee accepting promotion or transfer to a new class after
June 2, 1948, shall have seniority in the new class beginning
with the date of such acceptance, and he will retain unimpaired
his seniority in the former class without the right, however, to
displace juniors in the former class as long as he may have
employment in the new class in any position for which he is
qualified by fitness and ability.
Section 5. If there is no seniority movement between the
classes involved and forces are reduced in a class, an employee
who was transferred to such class from another class shall return
to his former class without loss of seniority in that class if
then qualified by fitness and ability to perform the work in his
former class.
Section 6. In the event of a vacancy in an existing position
or in a newly created position within each class in any
department, notice of the vacancy will be posted at places
accessible to employees affected in that department and,
Company-wide in all other departments, and shall remain posted
for a period of seven (7) days, within which time applicants
eligible and desiring to fill such vacancy shall apply in writing
to the official of the Company designated in the notice. Such
notice shall also set forth the title of the position to be
filled, hours of work, days of relief, rate of pay and outline of
duties. The bidders will be considered in the following order
and the senior qualified bidder will be awarded the job:
(1) Employees with seniority who have previous time in the class
where the vacancy exists, in the order of their seniority in that
classification.
(2) Employees with seniority in the next lower class in the
same roster, in the order of
their classification seniority in that classification.
(3) Employees with seniority in each lower class, in order,
in the same roster, in the
order of classification seniority within each such class.
(4) Employees with seniority in a class, if any, above the
vacancy and in the same roster,
in the order of seniority in such higher classification.
(5) Employees with seniority from other rosters, considered
in the order of their
Company seniority.
Within one (1) week after expiration of the posting period the
Company shall assign the accepted applicant to such vacancy or
newly created position. If the Company anticipates a problem
will arise in making the assignment within one (1) week, the
Company agrees to discuss this with the Union in advance. When
such vacancies occur in positions that are to be refilled, the
Company will post notice within one (1) week.
Any employee assigned to a new position shall have thirty (30)
days in which to qualify. If he is unable to qualify, he may
return to the class from which he came without loss of seniority
rating therein. If in the opinion of the Company he is
competent, he shall not return to the class from which he came
until a vacancy occurs in that class.
Section 7. The seniority status of an employee transferred
to a new position or vacancy in another department in accordance
with the preceding Section shall begin on the date of his
assignment to the new class and he will retain unimpaired his
seniority in the former class without the right, however, to
displace juniors in the former class as long as he may have
employment in the new class in any position for which he is
qualified by fitness and ability.
Section 8. When forces are increased in any class,
furloughed employees shall be given preference over applicants
not previously employed by the Company if they are qualified by
fitness and ability to perform the work in the class of service
affected.
When employees are furloughed from several classes and a vacancy
later occurs in a particular class, furloughed employees from the
class where the vacancy occurs shall have preference.
Furloughed employees shall notify the Company in writing on or
about the first day of each calendar month that they are
available for re-employment, and if offered work by the Company
for which they are qualified, they must accept it in writing and
report for work within seven (7) days, and furloughed employees
failing so to notify the Company of their availability for a
period of six (6) months or to accept as aforesaid work so
offered shall forfeit all seniority rating.
Section 9. 6/1/67
In reducing and increasing forces, in making promotions, and
in making appointments to fill vacancies occurring in any class
with employees in the same class in which the vacancies occur, or
from other classes, all as provided in the foregoing sections,
the Company shall determine the fitness and ability of all
applicants for new or different positions. In determining
fitness and ability of any applicant from another roster, the
desire and ability of such applicant to advance to higher
classifications in the roster to which the bid is made will be
contributing factors.
Should reduction of forces become necessary for any reason, the
Brotherhood will be consulted and every attempt made to achieve
the reduction by attrition. In the event that employees are
displaced from their classification by reason of a reduction in
forces, the following will apply:
(1) The Company will discuss the matter with the Local Union.
(2) Such employee may displace other employees of the
Company pursuant to the Seniority provisions of the agreement.
(3) The wage rate of employees upon such transfer to
lower rated jobs will be as follows:
Continuing Service at Date of Reduction
Total Reduction
Employees with ten (10) or more years of No reduction
continuous service.
Employees with nine (9) but less than ten (10) $1 per week after 6 months
years of continuous service.
Employees with eight (8) but less than nine (9) $2 per week after 6 months
years of continuous service.
Employees with seven (7) but less than eight (8) $2 per week after 6 months
years of continuous service. $1 per week after 12 months
Employees with six (6) but less than seven (7) $2 per week after 6 months
years of continuous service. $2 per week after 12 months
Employees with five (5) but less than six (6) $2 per week after 6 months
years of continuous service. $2 per week after 12 months
$1 per week after 18 months
Employees with less than five (5) years of No reduction for first 6 months; a
continuous service. reduction of $2 per week at the
beginning of the second and
successive periods of 6 months
unitl the rate wage equals the
ultimate of the lower
classification
4. Employees reduced to a lower-rated job classification are
required to bid vacancies they are qualified to perform as they
may occur in the former classification or in other higher rated
jobs unless the Company and the Brotherhood feel there are
extenuating circumstances. Employees failing to bid, or accept
assignments, may have their wages reduced. All assignments will
be made in accordance with the seniority provisions of the
contract.
5. If an employee is transferred to a lower-rated job under the
above and bids for and is awarded a job with a lower ultimate,
the difference in ultimates will be deducted from his rate unless
the Company and the Brotherhood feel there are extenuating
circumstances.
6. If, after such transfer, a general wage increase is made on a
percentage basis, the employee shall receive eighty percent (80%)
of said general increase, the percentage to be figured on the
adjusted rate prior to applying the eighty percent (80%).
FITCHBURG GAS AND ELECTRIC LIGHT COMPANY
By (s) F. Manley
President
Section 10. Any employee who, subsequent to the enactment of
the Selective Training and Service Act of 1940, left the employ
of the Company to enter any of the armed forces of the United
States of America, will retain the same seniority status that he
would have had if he had remained in the employ of the Company
during the period of his absence, provided that his military
service is terminated by an honorable discharge and that within
ninety (90) days thereafter he shall apply in writing to the
Company for re-employment. The Company shall assign such an
employee according to his seniority status provided he is then
qualified by fitness and ability to perform the work in his
class, but, if he is mentally or physically unfit to perform the
work in his class, the Company shall endeavor to provide him with
employment in any class of work in any department of the Company
for which the Company deems him to be mentally, physically and
otherwise qualified, and provided also that his total length of
service with the Company, including the aforesaid military
service, shall be greater than that of the employee to be
displaced.
Section 11 The Company agrees to grant to regular employees
of the Company such reasonable leaves of absence, without pay for
transacting official union business of the Brotherhood, in such
numbers and for such length of time as the Company shall
determine. Any such employee who returns to the employ of the
Company at the expiration of his leave of absence will be
credited with the seniority that such employee would have had if
he had remained in active service with the Company during the
leave of absence and shall be assigned to the classification in
his roster to which such seniority entitles him, provided such
employee is then qualified by fitness and ability to perform the
work of such classification.
ARTICLE XII
DISCIPLINE, SUSPENSION AND DISCHARGE
Section 1. If any employee is disciplined, suspended or
discharged, a meeting will be held between the Company and the
Union Grievance Committee within a reasonable time. The
Brotherhood may in its discretion within seven (7) days from the
date upon which such employee is disciplined, suspended or
discharged request the Company to grant a hearing to such an
employee, such request to be in writing, registered and mailed to
the President of the Company.
Hearings will be held by the President of the Company or by a
department head or other officer of the Company designated by the
President within one (1) week after receipt of such written
request.
Section 2. If an employee is charged with the violation of
Company rules or any other offense, and a hearing is requested
under Section 1, the Brotherhood shall be furnished with a
statement of the charge in writing.
At the hearing, the Brotherhood shall represent the employee
disciplined, suspended or discharged and may present witnesses.
Section 3. If the employee is exonerated, he will be restored
to service without prejudice and shall be compensated for any
loss in wages caused by such discipline, suspension or discharge.
ARTICLE XIII
GRIEVANCE
Section 1. Any dispute arising during the term hereof shall be
treated as a grievance and every reasonable endeavor shall be
made to settle such dispute by agreement between the Grievance
Committee of the Brotherhood and the President of the Company or
his representatives. Within ten (10) working days, any grievance
shall be presented in writing to the employee's immediate
supervisor.
Section 2. If the employee's immediate supervisor cannot
satisfactorily resolve the grievance as stated in Section 1, it
shall be referred to the Department Head.
Section 3. Within ten (10) working days of such submission
as stated in Section 2, a meeting shall be arranged between the
grievant, the Union Steward, the Supervisor and the Department
Head.
Section 4. Within ten (10) days, if the grievance is not
satisfactorily resolved by the meeting as stated in Section 3,
the grievance may be submitted to the President of the Company,
or his designees. Within five (5) working days of such
submission, a meeting shall be arranged between the Union
Grievance Committee and the President or his designees. The
Company shall reply in writing to the grievant within five (5)
working days after the meeting.
Section 5. If the response given pursuant to Section 4 above
does not satisfactorily adjust a grievance, the grievance may be
submitted in writing to arbitration within sixty (60) working
days of the date of the written response pursuant to Section 4
above.
Section 6. The party requesting arbitration shall do so by
delivering to the other party a notice in writing setting forth
its statement of the matter in dispute. If a party requests
arbitration and so notifies the other in writing and thereafter
either party fails or neglects to name its arbiter within ten
(10) days after receipt of such request, it shall be construed
that the party failing or neglecting to name its arbiter as
aforesaid has waived its right to arbitration of the particular
dispute, and in that event the demands of the other party shall
be conceded unless it so happens that both parties fail or
neglect to name arbiters within the time provided.
Section 7. Any grievance not presented in accordance with
applicable time limits or other requirements in the steps listed
above shall be automatically foreclosed and considered settled
and shall constitute a denial of the grievance. By mutual
agreement the parties may extend the time limits in any of the
steps listed above.
Section 8. Arbitration shall be conducted through a Board of
Arbitration consisting of one (1) representative selected by the
Union, one (1) representative selected by the Company and an
impartial Chairman mutually chosen by the parties. The procedure
for Arbitration shall be as follows;
A. The Union representative and Company representative
shall meet forthwith to choose
an impartial Chairman, but no later than fifteen (15)
calendar days from the date of the
demand of arbitration. If no selection can be made within
such fifteen (15) day period,
then either party may request lists from the American
Arbitration Association and
selection shall be made in accordance with the rules of the
service.
B. Hearings and post hearing activities shall be conducted
in accordance with the voluntary labor arbitration rules of service.
C. The decision of a majority of the Board shall be the decision of the
Board of Arbitration. The Board shall have no powerto change,
amend, modify, or otherwise
alter the provisions of this Agreement. The decision of
the Board, which shall contain a
full written statement of the grounds upon which the issue
or issues are decided, shall be
final and binding on the Union and the Company.
D. Each party shall bear the expense of preparing and
presenting its own case. The
compensation and expense of the impartial Chairman and any
other expenses of such
Board shall be borne equally by the parties.
E. At the meeting with the impartial Chairman it will be
discussed and agreed to that the
impartial Chairman is required to return a decision within
sixty (60) days of the hearing.
Section 9. The Company shall have the right to grieve and
arbitrate any dispute which arises concerning the terms and
conditions of this Agreement.
Section 10. While this agreement is in effect, there shall be
no authorized or sanctioned cessation, retarding or stoppage of
work because of any dispute which may result from any
interpretation of this agreement or for any cause whatsoever. If
an employee represented by the Brotherhood and subject to the
terms and conditions of this agreement who, without the authority
and sanction of the Brotherhood, voluntarily absents himself from
work because of any dispute or demand, he may be denied further
employment or suspended at the option of the Company.
ARTICLE XIV
PAYROLL DEDUCTIONS
The Company agrees to deduct weekly from earned wages and remit
to the Brotherhood, the dues of those employees who are members
of the Brotherhood and not exempt from the provisions of this
agreement, in an amount individually authorized in a manner and
on a form approved by the Union and the Company.
ARTICLE XV
PENSION PLAN
A pension plan is provided for employees and is briefly outlined
below. In the event there shall be enacted state or federal
legislation which conflict with the terms of the below plan,
state or federal legislation will govern.
Eligibility
Any employee of the Company who has completed at least ten (10)
years of continuous service in the employ of the Company may
retire on a pension upon the terms and subject to the provisions
and conditions hereinafter set forth:
(1) An employee shall be entitled to retire upon or after
attaining the age of 65 years but
may continue in the active employ of the Company after
reaching the age of 65 so long
as, in the judgment of the Company, he or she is qualified
to perform the services
required of him or her.
(2) An employee who has completed fifteen (15) years of
credited service shall be
entitled to retire before attaining the age of 65 years if
he or she becomes unable to
perform his or her work for the Company because of a
permanent disability, and if such
disability is evidenced by a certificate from a doctor
chosen by the employee, concurred
in by a doctor selected by the Company.
(3) An employee who has completed ten (10) years of
credited service shall have the
option to retire at age 60 with a pension calculated on the
basis of his or her then
attained age and years of service with the Company with a
deduction of three-tenths of
one percent (0.3%) multiplied by the number of months
between the employee's attained
age at the time of retirement and sixty-fifth (65th)
birthday.
Determination of Amount of Normal Retirement Benefits
The basis for the computation of the amount of pension shall be
the employee's average straight-time annual wage for the last
five (5) years of service or the employee's average straight-time
wage for any consecutive five (5) year period during the
employee's last fifteen (15) years of service, whichever amount
is the larger. The word "wage" as herein used shall mean
straight-time wages, exclusive of overtime, bonuses,
supplementary incentive compensation, or other forms of
nonrecurring compensation.
Based upon an average straight-time annual wage determined as
above stated, the employee shall be eligible for an annual
pension payable monthly in advance, computed as follows:
a. 2% of your average annual earnings for each of the first
twenty (20) years of credited service:
PLUS
b. 1% of your average annual earnings for the next ten (10)
years of credited service:
PLUS
c. 1/2 % of your average annual earnings for each year of
credited service in excess of thirty (30) years.
MINUS
d. 25% of your primary Social Security Benefit (according
to the law as in effect on
December 31 of the year proceeding your retirement).
Nothwithstanding anything hereinbefore contained, the minimum
annual pension from the Company shall, irrespective of whether
the employee concerned is entitled to any benefits under said
Social Security Act, be eight hundred (800) dollars.
Form of Benefits
Normal Form of Benefits
A. Monthly Annuity for Life:
An employee who is unmarried at retirement will receive
a retirement benefit as a
monthly annuity for as long as the employee lives. Upon
death, no death benefits
will be payable to any beneficiary.
B. Joint and Survivor Annuity:
An employee who is married on the date his retirement
benefit commences will
receive a retirement benefit in the form of a "qualified
joint and survivor annuity"
unless both the employee and the employee's spouse elect
to waive this form of
benefit. A qualified joint and survivor annuity is an
actuarially reduced annuity
payable for the life of the employee with a survivor
annuity for the life of the
employee's spouse equal to one-half of the amount
payable during the joint lives of
the employee and spouse. The actuarial reduction is
based upon the life expectancies
of the employee and spouse on the employee's retirement
date.
Optional Form of Benefits
A, Continguent Annuitant Option:
An employee may elect, instead of the retirement benefit
as heretofore provided, to
have reduced retirement benefits made commencing on the
employee's retirement
date, and after death such reduced payments, or any
lesser amount selected by the
employee, will be continued to the designated
beneficiary, if living after the
employee's death, for the beneficiary's lifetime.
B. Ten (10) Year Certain and Life Annuity:
An employee may elect that the retirement benefit
payable on his/her retirement date
be reduced with the guarantee that not less than one
hundred and twenty (120)
monthly payments will be made either to him/her or the
named beneficiary who survives him/her.
C. Five (5) Year Certain and Life Annuity:
An employee may elect that the retirement benefit
payable on his/her retirement date
be reduced with the guarantee that not less than sixty
(60) monthly payments will be
made either to him/her or the named beneficiary who
survives him/her.
Election of an option in A, B, or C above must be made in writing
within the period commencing ninety (90) days prior to the date
the benefit is to commence and ending on such commencement date.
Spouse's Benefits
A. The Surviving Spouse Benefit will be payable under the
following conditions:
1. The employee dies prior to retirement and is vested
as of the date of death.
2. On the date of death, the employee is married and has
been married for at least
one (1) year prior to his date of death.
B. The Surviving Spouse Benefit will be as follows:
1. The benefit will be computed at fifty percent (50%)
of the employee's retirement
benefit, computed as of the employee's then attained age
and years of service, and a
three-tenths of one percent (0.3%) deduction multiplied
by the number of months
between the employee's attained age at the time of death
and the date he would have
reached age sixty-five (65); provided, however, that if
such computation results in a
figure which is less than four hundred (400) dollars per
year, the figure will be
increased to four hundred (400) dollars per year.
2. The benefit will be paid monthly in advance as a
monthly annuity for life
commencing on the first day of the month next following
the date of the employee's death.
Vesting
An employee's pension benefit will become vested (a right to a
deferred benefit at age 65) after completing at least five (5)
years of credited service following his 18th birthday.
Funding
The pension plan will continue to be funded, with all
contributions from the Company. It is understood that the
retirement plan will meet the requirements for approval by the
Internal Revenue Service and will be actuarially sound.
The specific details of the pension plan will be as described in
the retirement plan documents. In the event of any conflict
between this summary and the Plan Document, the Plan Document
will govern. While the Company expects to continue indefinitely
the benefits provided for under this pension plan, it agrees to
continue them only for the term of the agreement with The
Brotherhood of Utility Workers of New England, Incorporated,
Local No. 340, effective May 1, 1994.
ARTICLE XVI
DISABILITY RETROGRESSION PAY PLAN
I. Non-Compensable Disability
In the event an employee with ten (10) full years of continuous
service or more becomes unable to perform his normal duties
because of a disability for which he is not receiving Workmen's
Compensation Benefits, the Company shall provide him with work,
provided he is able to perform such work. If such employee
refuses to accept such work, the obligation of the Company
hereunder shall be discharged. In the event an employee with
less than ten (10) full years of service becomes unable to
perform his normal duties because of a disability for which he is
not receiving Workmen's Compensation Benefits and if the Company
is able to provide him with work which he is capable of
performing, he shall be assigned to such work. The adjusted pay
rate in either case shall be determined by the following PLAN
shown below.
A. FUTURE RETROGRESSION
1. Less than ten (10) full years of continuous service at
time of retrogression.
a. An employee with less than ten (10) full years of
continuous service with the Company at time of
retrogression shall receive the ultimate base rate of
his new job classification.
b. The new rate shall become effective at the time of
such retrogression.
2. Ten (10) full years and less than twenty-five (25) full
years of continuous service at time of retrogression.
a. An employee with ten (10) full years or more of
continuous service with the Company at the time of retrogression
shall receive an ADJUSTED pay rate equal to the ultimate base
rate of his new job classification.
PLUS
for each full year of continuous service an additional four
percent (4%) of the differential between the pay rate of his new
job classification and the employee's AVERAGE pay rate, except
that in no case shall the ADJUSTED rate be greater than the
AVERAGE rate, or less than the ultimate base rate of his new job
classification. The AVERAGE pay rate shall be determined by
finding the weighted average of the pay rates for all job
classifications the employee has held for the five (5) year
period immediately preceding his date of retrogression. In
making this computation, ultimate base rates in effect at the
time of retrogression shall be used.
b. The employee's pay rate shall be reduced to the
ADJUSTED pay rate in steps of ten cents ($.10) per hour or four
dollars ($4.00) per week every six (6) months, except that the
last reduction step may be ten cents ($.10) per hour or four
dollars ($4.00) per week or less as necessary to reach the
ADJUSTED pay rate exactly. The first reduction step shall occur
six (6) months from the effective date of retrogression.
3. Twenty-five (25) full years or more of continuous
service at time of retrogression.
a. An employee with twenty-five (25) full years or
more of continuous service with the Company at the time of
retrogression shall retain the ultimate pay rate of the
classification from which he is retrogressed.
II. Compensable Disability
In the event an employee with ten (10) full years of continuous
service or more becomes unable to perform his normal duties
because of a disability for which he is receiving Workmen's
Compensation Benefits, the Company shall provide him with work,
provided he is able to perform such work. If such employee
refuses to accept such work, the obligation of the Company
hereunder shall be discharged. In the event an employee with
less than ten (10) full years of service becomes unable to
perform his normal duties because of a disability for which he is
receiving Workmen's Compensation benefits and if the Company is
able to provide him with work which he is capable of performing,
he shall be assigned to such work. His ADJUSTED pay rate in
either case shall be determined as set forth under 1 (A) of this
PLAN except that the following shall apply:
A. If, at the time of retrogression, the employee is
receiving compensation for partial disability, the Company will
pay such amounts so that the employee's total compensation from
the Company and from such Disability Benefits will equal the
adjusted pay rate.
B. The date the employee commences work at his lower
classification shall be considered as the date of retrogression.
III. General Provisions Applicable to I and II of the PLAN
A. In all computations, only FULL YEARS of service shall
be used.
B. ADJUSTED pay rates established under the PLAN shall be
figured to the nearest
cent except where the rate figures exactly to a half-cent.
C. An employee with ten (10) or more full years of
continuous service receiving an
ADJUSTED pay rate under the PLAN shall hold the title
of his new job
classification with the word "SPECIAL" appended thereto.
D. A physician appointed by the Company in all cases
shall consult with such
employee's family physician and in the event of
disagreement as to the employee's
condition and/or ability to perform the work of any
particular class, the case shall
be referred to a recognized specialist or clinic in
the field of medicine involved,
whose opinion will be final and binding upon all parties.
E. No change in GROUP INSURANCE classification shall
result from such retrogression.
F. General increases will be figured on the adjusted pay
rate of a retrogressed employee.
G. An employee transferred to a lower classification
under the PLAN shall be assigned without posting the job.
H. References to continuous service in the Company shall
include service with affiliated companies.
I. If an employee who is being compensated under the
provision of this PLAN is
again transferred to one or more lower or higher rated
classifications, his new
ADJUSTED rate upon each such transfer shall be
computed as if the employee
had been transferred to such lower or higher
classification initially, using all
factors applicable at the time of the first
retrogression. The resultant rate shall be
corrected to reflect all wage adjustments which were
made in such classification
since the date of the initial retrogression.
J. The Company may, in its discretion, withhold the
provisions of this PLAN from
employees who also engage in work for other than the
Company or its affiliates.
ARTICLE XVII
DISABILITY PAYMENT PLAN
The following Disability Payment Plan relates to payment of wages
for time not worked on account of sickness or injury.
Workmen's Compensation Benefits, as referred to below, are
benefits payable under Workmen's Compensation Laws for disability
caused by occupational injury of disease.
1. PERMISSIBLE BENEFITS FOR ELIGIBLE EMPLOYEES
A regular Employee is eligible for disability pay due to
sickness or accident. A regular Part-Time Employee is eligible
for pro rata disability pay on the basis of his scheduled weekly
hours as a percentage of forty (40) hours. A temporary Employee
is eligible for Workmen's Compensation benefits only. New
employees will become entitled to disability pay due to sickness
or accident upon attaining the status of a Regular Employee, six
(6) months after date of hire.
2. AMOUNT AND PERIOD OF DISABILITY BENEFITS
A. Non-Occupational Disabilities
1. For the first week of temporary disability, except
as otherwise provided in succeeding paragraphs, and subject to
such evidence as may be required, wages or salary for a normal
workweek will be paid.
2. After the first week of a temporary disability,
subject to the limits outlined below and with the approval of the
President of the Company or his designee, full normal wages or
salary will be paid for not longer than one (1) week for each
completed year of continuous service.
B. Occupational Disabilities
1. For the first two (2) weeks of temporary
disability except as otherwise provided in succeeding paragraphs,
and subject to such evidence as may be required, wages or salary
for two (2) normal workweeks will be paid.
2. After the first two (2) weeks of temporary
disability, subject to the limits outlined below and with the
approval of the President of the Company or his designee, full
normal wages or salary will be paid for not longer than two (2)
weeks for each completed year of continuous service.
C. Continuous service shall be defined as that service
dating from the employee's last employment by the Company,
subject, however, to the conditions established under the
Break-in Service Credit Policy.
D. Limit on Benefits Beyond First Week
1. Non-Occupational Disabilities
The determination of the number of weeks during
which salary or wages will be paid beyond the first week of a
temporary disability shall be computed at the beginning of each
week as follows: From the total number of weeks of pay to which
the employee is entitled, based on his completed years of service
to that date, deduct the total number of weeks and fractional
parts thereof, of disability for which the employee received
wages or salary during the preceding fifty-two (52) consecutive
weeks, except that there shall not be any deduction for the first
week of any previous temporary disability.
2. Occupational Disabilities
Same provisions as under 2.D.1., except for the
substitution of the words "two (2) weeks" for the word "week".
However, in determining the number of weeks during which salary
or wages may be paid as in D.1.2. above, the foregoing limit
shall be applied separately to:
1. Disabilities caused by sickness or
non-occupational accident.
2. Disabilities of an occupational nature.
E. 1. Overpayment of disability benefits-wages or salary
will not be payable whenever the disability of the employee is
the result of an occupational or non-occupational accident which
permits the employee to recover damages from a third party.
Pending the outcome of settlement of his claim, subject to the
limitations set forth in Par. D., appropriate wages or salary
will be paid on condition that the employee agrees in writing on
the form provided for this purpose (FF160B or FF160C) to
reimburse the Company for such wages or salary if there is
recovery from the party causing the injury.
2. In the event an employee is paid any wages or
salary for a period of disability arising from an industrial
accident for which he subsequently receives Workmen's
Compensation weekly payments, he shall be required to agree in
writing on Form FF160A that, if the wage or salary payments
together with the Workmen's Compensation payments aggregate (for
the period of disability for which both payments are made to him)
more than the normal weekly wage or salary payments he would have
received if working, he shall reimburse the Company for the
excess.
F. Lump sum insurance settlements
If an employee injured in an occupational accident
makes a lump sum settlement with the insurance company in lieu of
his receiving weekly Workmen's Compensation benefits, the
benefits to which he will be entitled from the Company shall be
computed for the period of his disability as though he were
receiving weekly compensation benefits. In any case of a
disability resulting from aggravation or relapse of a previous
disability for which the employee has made a lump sum
compensation insurance settlement and as the result thereof is
ineligible for further Workmen's Compensation benefits, the
salary or wages payable by the Company shall be computed as
though the injured employee was receiving such compensation
benefits.
G. Disabilities for which benefits are not payable. No
wage or salary payments by the Company will be made beyond the
first week for periods of disability during which the employee is
not under treatment by a recognized physician or practitioner.
Wage or salary payments will not be made beyond the first week
for periods of disability caused by excessive use of alcohol or
narcotics unless the disabled employee is receiving approved
treatment for such disability. No wage or salary payments will
be made beyond the first week by the Company for disability
resulting directly from the deliberate neglect or refusal of the
employee to observe the Company's established safety rules or
regulations if such employee has previously been warned.
H. The Company may, in its discretion, withhold payment of
disability benefits to employees who engage in other work.
I. Nothing herein contained will be construed to prevent
the Company from placing employees on a pay-as-you-work basis if
such employee's absenteeism record justifies such action. An
employee placed on a pay-as-you-work basis will be returned to a
sick-pay eligibility status, when his absenteeism record over a
reasonable period of time subsequent to being placed on a
pay-as-you-work basis, justifies such action. Employee on
pay-as-you-work basis to be reviewed at least three (3) months
after being placed on it. Beginning with the second week of
hospitalization the pay-when-work status will be suspended for
the full period of disability.
3. COMPUTATION OF WAGES PAID FOR PERIODS OF DISABILITY
In computing wages or salary, there shall not be included
(1) overtime wages (2) bonuses (3) shift differentials or (4)
other forms of similar extra compensation.
4. Employee's "years of continuous service" used for computing
payment of time not worked on account of sickness or injury in
accordance with the Disability Payment Plan and vacations shall
include those years of service to a break in the continuity of
service, provided -
(a) the employee had at least three (3) years of continuous
service prior to the break, and
(b) the break did not exceed three (3) years duration, and
(c) the employee has remained in the service of this
Company for at least five (5) years
after the break in service.
If years of service do not comply with the foregoing provisions,
then total years of continuous service shall be computed from the
date last employed. "Years of continuous service" for the
Retirement Allowance policy shall be the full years of service
from the last date of employment with this Company.
5. The Company has given its Department Heads discretion to
grant limited time off without loss of pay for urgent personal
reasons including a serious emergency at home, such time to be no
more than that required for the purpose, usually a few hours and,
in no event, more than one day. Department Heads also have
discretion to grant time off without pay for personal reasons if
there is good cause and no abuse of the privilege.
ARTICLE XVIII
GROUP INSURANCE
During the effective period of this Agreement, the Company will
maintain Group Insurance as follows: Life, Accidental Death and
Dismemberment, and Comprehensive Health and Dental Plan in
accordance with the Group Insurance Summary dated May 1, 1994,
and attached hereto. During the period of this Agreement the
Company will make available to employees Health Maintenance
Organization (HMO) coverage in lieu of Comprehensive Health
Insurance. In the event that there shall be enacted after May 1,
1994, state or federal legislation in addition to that now
enacted which provides benefits in the field of health, medical,
hospitalization and nursing care, the parties agree that there
shall be no duplication or overlapping of such benefits and the
benefits provided by the Company. In the event that the Company
determines that such duplication or overlapping of benefits
occurs, it may revise the benefits under the Company's Group
Insurance Plans to minimize the same. In so doing, there will be
no reduction in the benefits provided to employees as set forth
in the attached Group Insurance Summary. The Union shall be
given reasonable advance notice of any changes made pursuant to
this provision and upon the request of the Union, it shall have
an opportunity to discuss them with the Company prior to their
being made. There will be no changes in insurance carrier during
the term of the contract unless by mutual agreement.
The annual expense associated with providing group medical
insurance benefits will be capped at $340,000, $360,000, and
$380,000 for calendar years 1994, 1995, and 1996, respectively.
The Company will pay 80% of the cost above this cap and employees
will pay 20% of the cost above cap. There will be no employee
contributions during the term of the contract. The Company will
establish a Section 125 plan if there are any required
contributions.
ARTICLE XIX
401(k) PLAN
Employees may participate in the Company's 401(k) Plan (Plan).
The Company agrees to make payroll deductions for payments to the
duly-established 401(k) Plan upon written authorization by
regular employees and to forward the amounts so deducted to the
401(k) Plan in accordance with such authority.
The Company reserves the right to make administrative changes to
the 401(k) Plan during the term of this Agreement with the
understanding that such changes will not decrease the amount of
benefits provided to Plan members. These administrative changes
may include the merger of 401(k) Plans.
The Company will amend the 401(k) Plan to permit the election of
gross wages with or without overtime for maximum contributions on
an annual basis if regulations permit. The employee can save on
gross wages and the Company will match on base wages. The
Company's matching contribution to the 401(k) saving Plan will be
as follows:
1994 - one percent (1%) match
1995 - an additional one percent (1%) match for a total of
two percent (2 %)
1996 - an additional one percent (1%) match for a total of
three percent (3 %)
ARTICLE XX
LEAVES OF ABSENCE
Section 1. Death in The Family
In the event of the death of a member of the immediate family of
an employee, the Company will grant reasonable time off without
loss of pay, up to three (3) workdays, for scheduled
straight-time workdays falling within the period from the date of
death through the date of the funeral. The immediate family is
defined as wife, husband, children, parents, sister, brother,
father-in-law and mother-in-law. For stepparents the Company
will allow up to two (2) workdays, for scheduled straight-time
workdays falling within the period from the date of death through
the date of the funeral. For other members of the family
(grandparents, grandchildren, aunts and uncles), one (1) day
without loss of pay will be granted if the funeral is held on a
scheduled straight-time workday. It is understood that this
paragraph applies only when the time off is used for the purpose
intended.
Where there are unusual circumstances in individual cases, time
off without loss of pay in excess of the three (3) workdays, or
the two (2) workdays, or the one (1) workday, or for persons
other than those listed above, may be granted in the discretion
of management.
Section 2. Jury Duty
A regular employee, called for jury duty, will be paid for the
time lost from his regularly scheduled straight-time work day for
not more than eight (8) hours in any one (1) day, nor more than
forty (40) hours in any one (1) week, and for not more than six
(6) weeks in any twelve (12) consecutive months, provided that
the employee will report for work during regularly scheduled
hours whenever he is excused from jury duty.
Section 3. Military Training Leave
Regular employees who are members of the reserve components of
the Armed Services of the United States or the National Guard and
who are required to report for their annual tour of military
training duty shall be granted a leave of absence for such
purpose, not to exceed two (2) weeks in any calendar year. Such
employees shall be paid for any loss in pay during such time,
computed on the basis of the difference between his straight time
rate of pay for forty (40) hours and one (1) week's military base
pay exclusive of allowances, for each week of such absence. Such
payment shall be made upon the employee's return to work and upon
receipt of a certificate from the proper military officer showing
the amount received while engaged in such military training duty.
ARTICLE XXI
SEVERANCE PAY PLAN
Except as provided below, the Company will pay severance pay to
eligible employees as follows:
A. Regular employees who have completed four (4) years or more
of continuous service and who are permanently released from
employment because of the elimination of a job through automation
or the changing or discontinuing of operations, shall be given an
allowance of one (1) full week's base pay at the rate of pay at
the time of release for each full year of continuous service.
B. Severance pay benefits shall not apply to employees:
1. Discharged for just cause
2. Voluntarily quitting for personal reasons or any
reason other than receipt of notice of layoff
3. Retiring from the Company (including early medical
retirement)
4. Leaving on leave of absence or sick leave
5. In event of death
C. Severance benefits shall be in addition to any earned
vacation benefits for which the separated employee is eligible.
D. An employee who desires severance pay, must, within ten (10)
days after receiving notice of layoff, notify the Company in
writing of his desire to terminate employment and receive
Severance Pay under this plan. Upon such termination and receipt
of Severance Pay, the employee will lose all seniority and recall
rights under the contract.
E. If an employee does not desire to terminate his employment
in these circumstances, he will retain his recall and seniority
rights, to which entitled under the contract, if any, but shall
not be entitled to any Severance Pay hereunder.
ARTICLE XXII
BULLETIN BOARDS
The Company will provide space on the Company Bulletin Boards for
official Union notices. Notices of Union meetings, elections,
and appointments may be posted by the Union without prior
approval. Any other material which the Union desires to post
shall first be submitted to management for approval before
posting. There shall be no posting of advertising or political
matter or material which is objectionable or controversial.
ARTICLE XXIII
EFFECT OF AGREEMENT
Section 1. This agreement is the entire agreement between the
parties except such amendments or supplementary agreements as are
in writing and signed by the parties.
Section 2. During the term of this agreement, should any
provisions or part thereof become illegal, the rest of the
agreement will continue in full force and effect.
ARTICLE XXIV
CONTRACTORS
The Union will have the right to call to Management's attention
any condition that they may consider detrimental to the employees
of the Company relative to work proposed, or being performed by
outside contractors, and Management agrees to discuss this
condition with the Union, and to take whatever remedial action
may be agreed to in these discussions. Outside contractors will
be required to adhere to OSHA requirements.
The Company recognizes that its use of outside contractors may,
at times, cause some concern to employees and the Union.
Accordingly, upon request of the Union Committee, the Company
representatives will discuss any problems arising over the use of
contractors. If such discussion does not satisfy the Union, it
may make a written request to the President of the Company for a
meeting with him, in which event, the President will sit down
with the representatives of the Union for a thorough review and
discussion of the problem.
Addendum (May 1, 1973) - The question of Pre-notification of
Contractors to be handled as a matter of common sense and good
labor relations, with no legal commitment. Except when
emergencies exist, the Company will before the letting of a
contract discuss with the Brotherhood the reasons, economics and
any other matters pertinent to the situation.
There is no intent to displace regular employees by these outside
forces. Whenever sufficient work exists in any area to justify
additional regular employees on a full-time basis, such employees
will be added.
Note: The foregoing paragraph would not preclude the Company
from hiring temporary forces.
ARTICLE XXV
WORKING CONDITIONS
Section 1. Alternate Emergency Troubleman - Line Department
It is agreed that the following supplementary practices affecting
working conditions will be continued during the term of the
current Collective Bargaining Agreement:
The conditions for Alternate Emergency Night Troubleman
classification and posting thereof are as follows:
(a) Duties and qualifications would be the same as for
the Emergency Night
Troubleman and would be posted as such.
(b) Only Linemen-1st Class will be eligible to fill the
job.
(c) One or more Linemen-1st Class with "alternate" listing
will be listed according to
seniority on summation sheet, but will retain present
place in roster.
(d) Senior "Alternate" man would be assigned to fill in on
a temporary basis when
the regular Emergency Night Troubleman is not
available for work. In the event
the senior "Alternate" man is not available due to
sickness, vacation, etc., the
second "Alternate" man would be assigned. Any
"Alternate" so assigned would
accumulate seniority for time actually worked in the
Emergency Night
Troubleman's classification.
(e) Planned absences: Example - vacation, sickness other
than first day -
(1) Senior man from "Alternate" list will not
work 7:30 a.m. - 3:30 p.m.
as Lineman-1st Class.
(2) Will be notified and assigned in advance to
fill in on the Emergency
Night Troubleman's job.
(3) Will receive credit in the classification as
Emergency Night
Troubleman. Will also receive pay of
classification at straight time.
(4) If there is overtime involved while the
"Alternate" is working as the
Emergency Night Troubleman, overtime will be
at the Emergency
Night Troubleman rate.
(f) Absences other than planned: Example - sickness first
day -
(1) If "Alternate" man has reported for work for
normal 7:30 a.m. - 3:30
p.m. hours, then "Alternate" will work 7:30
a.m. - 3:30 p.m. at
straight time as Lineman-1st Class. and
then 3:30 p.m. - 12 midnight
at time and one-half at the Emergency Night
Troubleman's rate.
(g) When the Emergency Night Troubleman returns to work,
"Alternate" will be
notified not later than 4:00 p.m.. on the last working
day prior to the Emergency
Night Troubleman's return. "Alternate" will report on
next working day at
normal hours. If the Company is not able to meet this
time factor, the
"Alternate" and the regular Emergency Night Troubleman
will work together for
the first night after the regular Emergency Night
Troubleman returns to work.
(h) An "Alternate" can be removed from the "Alternate"
list by request. When an
"Alternate" is so removed, the "Alternate" job will be
posted to obtain a replacement.
Section 2 Assignment - Heavy Duty Bucket Trucks and Corner Mount
Digger 5/1/89
1. On the digger truck, two men will normally be
assigned. Three men will be used on the following job
assignments
(a) replacement of three (3) phase junction poles,
(b) poles over fifty (50) feet on existing three phase
construction.
On other job assignments the Union may request additional
men, and the crew supervisor may, at his discretion, grant
the request.
2. As to the two new heavy-duty bucket trucks, in respect
to which there exists continued disagreement concerning the
number of men which should be assigned, the position of the
parties is as follows:
(a) The Company is of the view that it is a part of its
management responsibility to
determine the number of men needed on work
assignments; that various relevant
conditions affect a judgment whether two (2) men or
three (3) men are needed on
particular job assignments; and that supervision
should make particular job
assignments on the basis of the number of men needed -
whether this is two (2)
men, three (3) men or more.
(b) The Union is of the view that a minimum of three (3)
men should be assigned to
all job assignments except for two (2) men assignments
on those specific
assignments on a list furnished by the Union to the
Company during the
negotiations. The Union has cited work load and
safety factors as the basis of its
position.
The application of the respective positions of the parties
would mean that on some job assignments the Company's
position would call for two (2) men and the Union's
position would result in three (3) men being assigned.
3. Since the parties have been unable to resolve their
differences as set forth in paragraph 2 of the foregoing, the
following interim arrangement and procedures for ultimate
disposition of disputes will apply:
(a) Subject to the provisions below, three (3) men will be assigned
to one (1) of the new heavy-duty bucket trucks and two (2) men
to the other new heavy-duty bucket truck.
(b) It is the Company's policy to observe high standards of safety
and in no event will it assign two (2) men if, in its judgment,
three (3) men are required for a particular job by reason of
safety considerations.
(c) It is the intention of the foregoing to have each truck change
transformers and compare the efficiency, safety, work load and
other relevant factors as between two (2) man and three (3) man
operations. An evaluation of the two (2) man and three (3) man
operations will be made from time-to-time by a joint committee
composed of two (2) employees designated by the Union and two (2)
representatives of the Company.
(d) If, on a two (2) man operation (other than on jobs involving
secondary construction), the job requires two (2) men to be in
the air at the same time, the Company will see that a Safety
Observer, qualified to climb and render emergency assistance, is
present during the time the two (2) men are in the air. Such
Safety Observer may be a non-bargaining-unit employee, or a
non-employee, or a bargaining-unit employee, but whether a
bargaining-unit employee or not, he will not perform any work
other than safety functions while present at the job as Safety
Observer.
(e) The arrangement set forth in paragraphs (a), (b), (c), and (d)
above will continue until May 1, 1965 and thereafter, subject to
the following paragraphs.
(f) If, after May 1, 1965, either party wishes to change the above
arrangement and procedures, it will give written notice to the
other party, and if any dispute then arises as to the number of
men assigned to particular bucket truck jobs, the issue of the
reasonableness of the Company's assignment of men to any such job
will be subject to arbitration under the arbitration provisions
of the Agreement, subject to the following:
(1) The status quo will be retained pending the arbitration decision.
(2) The parties agree that if either party requests arbitration it
will be expedited. The party requesting arbitration will notify
the other party of the name of its arbitrator and if within ten
(10) days of the notice the other party fails to name its
arbitrator, or if the arbitrator is named and a third arbitrator
is not selected, the party giving the notice may request the
American Arbitration Association to select the arbitrator who may
proceed ex parte under the rules of the American Arbitration
Association if the other party fails to participate in the
hearing.
(g) It is recognized that as provided in Section 502 of the
Labor-Management Relations Act of 1947, an employee may decline
to work in good faith because of abnormally dangerous conditions
for work" and nothing in this memorandum can affect such right of
the employees as set forth in the Federal Statute.
THE BROTHERHOOD OF UTILITY WORKERS
OF NEW ENGLAND, INC., LOCAL NO. 340
By (s) George McSheehy
President
FITCHBURG GAS AND ELECTRIC LIGHT COMPANY
By (s) R. A. Ferreira
Vice President
Section 3. Driver's License (Loss of)
5/1/89
If an employee loses his/her driver's license for any reason, and
the holding of such a license is a requirement of his/her job,
the employee will be required to meet all the requirements of the
job without special accommodations, including the ability to
respond to call outs and work continuous overtime. If the
employee is unable to meet the job requirements, the employee
will be suspended without pay until the license is reinstated.
Benefits will be continued for six (6) months.
In the event the Company and the Union are able to agree that a
special position can be established that would be treated
differently than cross rostering or hours of employment and would
not create problems for other employees, the parties may agree to
the establishment of that special position for all or a part of
the license suspension. If the parties are not able to agree,
the suspension will apply.
Section 4. Gas Distribution Crew Complement
Two (2) qualified persons will be used when working on live gas
lines.
Section 5. Hot Stick
6/1/67
To date, we have not had experience with Hot Stick work in
inclement weather. On the basis of present knowledge, existing
equipment and current methods and conditions, it will be our
intent not to require employees to perform Hot Stick work in
inclement weather, whether such work is an emergency or
otherwise, subject to the following paragraphs:
If a major interruption of service could be avoided, under
appropriate conditions, we could see where it would be feasible
and safe to do a brief, occasional task with Hot Stick in poor
weather (including light rain but not medium heavy rain), such as
(a) Disconnecting a tap in order to de-energize a segment of the
system so that it can be worked on dead, or
(b) Covering an arcing conductor with an insulated fiberglass orange
hood, or otherwise insulating it, working from a bucket.
We have had very limited experience doing Hot Stick work at
night. When such assignments do occur, we will provide adequate
artificial lighting.
The Union has suggested that there may be need for assigning more
employees to certain Hot Stick jobs at night than would be
assigned to the same job in daylight hours. The Company doubts
this. The Union does not suggest additional personnel when the
Company assigns five (5) Linemen to a Hot Stick job at night.
(See Par. C of June 1, 1967, letter on Hot Stick work.) In the
interest of cooperation, the Company will do the following:
On the first three (3) Hot Stick assignments at night
hereafter made by the Company, pursuant to Paragraph 2 of
the Hot Stick letter, to which less than five (5) Linemen
are assigned, the Company will assign one more man than it
would otherwise assign. After such third assignment, the
Company will advise the Union in writing whether it will
continue such a temporary arrangement for either a further
definite period, or indefinitely, or discontinue it. If
the Company discontinues this arrangement at that time, or
later, and there is a subsequent Hot Stick assignment at
night to which less than five (5) men are assigned, the
Union may raise the question of additional manpower on
such subsequent assignment in the same manner as presently
provided in Paragraph 3 of the Hot Stick letter regarding
requests for additional manpower.
We reiterate our intention that all work must be done safely. We
also recognize the desirability of education, experience and
discussion on these subjects. Furthermore, we assure the
employees concerned that there will be no arbitrary orders or
directions in connection with Hot Stick work assignments; and
that if there are any complaints, suggestions or questions, we
will be pleased to sit down and discuss them.
Finally, if any changes in the above should be warranted, they
will not be made without prior notice and discussion, such notice
to be given in writing to the President of the Local Union.
FITCHBURG GAS AND ELECTRIC LIGHT COMPANY
By (s) Howard W. Evirs, Jr.
Vice President
Accepted:
THE BROTHERHOOD OF UTILITY WORKERS
OF NEW ENGLAND, INC. LOCAL NO. 340
By (s) Peter J. Starr
President
Section 6. Inclement Weather Clause
5/1/89
The following provisions will apply to employees in Rosters 7 and
8 with respect to inclement weather:
During rainy or stormy weather or extreme cold, employees in
these rosters will not be required to perform outside work,
except in emergencies.
Extreme cold shall be considered fifteen degrees (15) Fahrenheit
and will be determined by the digital recording thermometer in
the Transmission and Distribution office.
Light Precipitation: Fog, mist and light precipitation are not
considered rainy or stormy weather. It is not the Company's
intent to compromise its safety standards nor is it the intent of
the Company to require employees to work for prolonged periods in
light precipitation.
Light precipitation assignments shall include, but not be limited
to the following:
Electric
1. Maintenance of street/floodlights.
2. Switching and grounding.
3. Cable splicing (with protective equipment).
4. Pulling cable.
5. Motorized patrol.
6. Substation work on de-energized or isolated equipment (including
grounds maintenance).
7. Dead line work.
8. Pole placements without displacement or covering of energized
conductors.
9. Manhole/vault inspection and maintenance.
10.Material handling, delivering and unloading.
11.Snow removal is snow shoveling.
Employees will not be required to work on energized primaries or
secondaries (Item 1 exception), except in emergencies.
Gas
* 1. Check and set system pressures.
2. Building inspections. *(inside only)
3. Repair gas leaks (other than Class 3).
4. Monitor gas leaks and leak surveys.
5. Critical valve maintenance and testing.
6. Material handling, delivering and unloading.
7. Trenching and installing gas pipes other than road
crossing.
8. Patching and repairing of street openings.
9. Pump pits.
* 10. Changing charts.
* 11. Tees and cocks in emergencies.
12. Regular station maintenance inside buildings.
* These items will be performed irrespective of the temperature
restrictions stated in this memo.
In the event there is a reduction in Roster 7, identification of
underground facilities and gas leak surveys using the flame
ionization unit would be assigned exclusively to Union employees.
Should precipitation begin during the normal work day, Gas
and Electric crews will not absent the job site without
first checking with a Distribution Supervisor. Supervisor
will make determination whether to return to headquarters
or go on to light precipitation assignments.
Suitable Inside Work: In the event that weather conditions
warrant cessation of normal work , employees will be
required to do assigned work related to their
classifications in protected areas. If there is not
sufficient work related to their classifications, employees
shall be given other inside assignments of a reasonable
nature.
When it is indicated that light precipitation will end
and/or temperature is rising sufficiently to reach fifteen
degrees (15o) within a reasonable time, employees will
drive their respective trucks to their scheduled work site
in preparation for work.
When Gas and Electric Distribution crews are in the field
and the temperature is dropping, they will be advised by
radio when the temperature reaches the 15 mark and will be
recalled to the Plant.
Section 7. Medical Matters
8/14/84
The Company and the Union agree to the following in respect to
medical matters involving employees.
1. Employees who desire to consult the Company Doctor should make an
appointment through their supervisor.
2. When the Company Doctor, in accordance with the Disability
Retrogression Pay Plan, decides that an employee should be
retrogressed for physical disability, the Local Officers of the
Union will be notified before the employee is told.
3. When an employee is denied a job because of physical reasons, the
Union will be notified and the reason given before the employee
is notified.
4. When an employee is out sick or out as a result of injury and the
Company Doctor says he cannot return to work, the Union will be
notified.
5. If there is disagreement between the employee's physician and the
Company Doctor, arrangements will be made for the Union
Representatives to talk with the Company Doctor as soon as
possible.
6. If there is still disagreement, the matter may, upon request of
either party, be referred to a third doctor, whose decision will
be final and binding upon all parties. The third doctor will be
selected by the Company Doctor and the employee's doctor. If
they are unable to agree upon the third doctor, a joint request
will be made to the Dean of the Harvard Medical School for choice
of a third doctor in the special field involved. In the event a
third doctor is appointed, the Company Doctor and the employee's
doctor will have the right to submit the medical history of the
employee and all other relevant information in their possession.
7. If an employee who has been absent from work because of
disability is advised by his doctor to return to work but is
prohibited from doing so until approved by the Company Doctor,
the time required for the Company Doctor to make a decision
whether or not the employee may return to work will be paid time
and not subject to the provisions of the plan for payment of
disability benefits.
8. The Company Doctor is responsible for determining when an ill
employee is well enough to return to work and what type of work
he should be returning to.
9. All employees who have been out for a serious illness such as
Heart Condition
High Blood Pressure
Cerebral Hemorrhage
Diabetes
Tuberculosis
Serious Surgery
Back Condition
Broken or Fractured Bones - any type
Joint Condition
Mental Disease
Any type of paralyzing Disease
will have their condition checked by the Company Doctor before
returning to any type of work. Any case where there has been a
serious illness not mentioned, and there is any doubt as to the
employee's ability to fulfill his regular job, it should be
brought to the attention of the Company Doctor before the
employee returns to work.
10. The Company Doctor will contact the family doctor, see the
patient, if necessary, and make whatever tests are necessary to
determine whether or not the employee can safely return to work;
and also determine the type of work, or what limitations there
should be on the work that the employee performs.
11. In any case where the Company Doctor feels that the employee is
not ready to return to work or that the work should be changed,
he will consult with the management giving the reasons and the
limitations.
12. All employees wearing casts, splints, braces, using crutches, or
canes must be cleared by the Company Doctor before returning to
work. There are certain conditions which must be clarified
before the Company Doctor will give his approval.
13. The following conditions must be met before the Company Doctor is
contacted for approval:
There must be a job that the employee can perform.
The employee must be willing to do the work.
The employee's attending physician must give permission to return
to work.
FITCHBURG GAS AND ELECTRIC LIGHT COMPANY
By (s) R. A. Ferreira
Vice President
THE BROTHERHOOD OF UTILITY WORKERS
OF NEW ENGLAND, INC., LOCAL NO. 340
Section 8. Snow Plowing
5/1/91
For the Liquified Natural Gas Plant (LNG), the Liquified
Petroleum Gas Plant (LPG), the Gas Turbine and the Tennessee Gas
Pipeline Metering (TGP), the plowing services will be provided by
the members for Roster #19 and the equipment used for those
services will normally be that which is assigned to the
Department.
For all other locations, the plowing services will be provided by
Roster #7 and the equipment used for those services will be those
that are normally assigned to that Department. As such, the
reference in the Inclement Weather, Memo #10 Item #9 under the
"Gas" section will be eliminated, and it is expected that snow
plowing will be conducted irrespective of the temperature
restrictions stated in this memo.
The Snow Plowing Equalization List will be discontinued and all
hours plowing will be recorded on the Emergency Overtime
Equalization List.
The janitor will continue to use the snow blower and shovel and
sand the sidewalks and entryways at the John Fitch Highway
facility. He may be assisted by employees from other rosters.
Qualified licensed backhoe operator will be from Roster 7.
Employees in Roster 7 prior to 5/1/79 will not be required to
provide service for snow plowing / removal and sanding.
Selection of personnel for these assignments during normal
working hours will be by seniority. Employees in the various
rosters, including Roster #8, will perform normal snow removal
activities associated with their roster.
Section 9. Tools and Equipment
The Company will furnish to employees such tools and equipment as
in its judgment are required for the class of work involved for
use on Company work only. Employees may furnish personal tools
and equipment for use on the Company work subject to the approval
of the Company, except that rubber gloves, cover gloves, and
liners and safety belts will always be furnished by the Company.
Tools and equipment damaged or lost by misuse or neglect shall be
replaced by the employee. Ownership of all tools and equipment
furnished by Company shall remain with the Company and subject to
its rules as to storage, inspection and turning in to the
Department Head on the completion of the work requiring them.
Upon termination of employment by the employees, all Company
tools and equipment, or their replacement cost, shall be turned
into the Company.
Section 10. Wash-up Time
On jobs requiring it, the Company allows wash-up time to the
extent necessary and agrees to continue such allowance, and any
complaints by an employee in this respect may be processed as a
grievance. In most situations, a fifteen minute period at the
end of the shift is sufficient
Section 11. Work Gloves
Work gloves shall be furnished by the Company at no cost to the
employee, of a grade deemed by the Company suitable for the work
involved. If the employee desires a better grade of glove, the
Company will furnish that grade at half cost to the employee.
Rubber hats, rubber coats, and rubber boots, or their equivalent,
shall be furnished by the Company for those classes of work which
require such equipment. Gloves and other equipment, above
referred to, shall continue to remain the property of the
Company, shall be replaced by the employee if damaged or lost
through misuse or neglect, shall be turned in to the Company in
order to obtain replacements, and, upon termination of
employment, they shall be turned in to the Company by the
employee, or their replacement cost paid for if such equipment
has been lost or damaged through misuse or neglect and, provided
further, that only one-half such replacement cost will be payable
if the employee paid one-half the cost under the foregoing
provisions.
Section 12. Gas Production
Employees in Roster 7 who entered the Roster after 5/1/82 may be
assigned to the LNG and Propane Plants during the operating
season. Assigned employees will not receive operating premium if
their rates exceed Utilityman-1 rate, plus operating premium.
The number of assigned employees will be determined by Management
and selection will be according to the following criteria:
1. Voluntary by seniority.
2. Assignment on the basis of less senior employees.
Utilitymen will report to assigned plant at start of shift.
During the production season, Utilitymen will be paid a car
allowance of $3.75/day when using own vehicles. A Company
vehicle will be made available for travel to and from the LNG
plant.
Operators will receive one-half hour (one way) travel allowance
to the LNG plant only.
A reduction in forces in Roster 19 and/or the remote operation of
the Propane Plant would not affect the continuing application of
this agreement.
The Company will provide LNG and Propane Plant operators training
to new employees entering Roster #7. Employees who initially
fail Utilityman 1, 2 and 3 examinations will be able to retake
the examination every ninety (90) days.
Section 13. Gassing Vehicles
5/18/85
Employees will fuel vehicles assigned to them by the Company.
Section 14. Upgrading - Line and Street Departments 5/1/87
Effective May 1, 1987, employees in Rosters 7 and 8, who are
scheduled to be upgraded but due to inclement weather or other
reasons do not work in that capacity, will be paid at their
regular rate of pay. The provisions of Article VI, Section 2 on
page 6 will apply in this situation.
Section 15. Off Season Assignments of Production Workers
5/1/87
Personnel in Roster 19 will be assigned to perform the following
list of duties at any time throughout the year when not operating
the gas plants:
a. Maintenance of Propane and LNG Plants.
b. Maintenance of 285 John Fitch facility and
miscellaneous buildings and grounds.
c. Delivery of material to job site.
d. Cleanup of any substation, regulator station
or right-of-way; including road patching
(not on public ways), lawn cleanup hanging
"Danger" signs, repair of fencing and
buildings, etc.
e. Maintenance of structures and accessories
related to the operation of the gas turbine.
Section 16. Use of Company Backhoe 5/1/91
This will confirm our discussion during the negotiations in 1985
that under normal operations, the Company will ensure that our
backhoe is being operated prior to the use of a contractor's
backhoe.
The Company will make every effort to use the Company backhoe in
jobs involving Roster 8 when it is not disruptive to its other
operations.
Section 17. Assignment of Rental Service Work
Effective 5/1/85, employees in Roster 6, in the classifications
of Gas/Electric Tester/Installer - 3rd Class and Meterman-Helper
(Special) may be assigned service work on rentals for gas and
electric hot water heaters and gas and electric dryers as part of
the duties of the classifications. This does not affect the
duties of employees in Roster 3 to also perform this function.
Section 18. Response to Overtime 5/1/87
Because of the nature of our business, and our need to provide
24-hour a day service to our customers, it is necessary that
employees work a reasonable amount of overtime - planned and
unplanned.
In departments where management determines there is no problem
with response to overtime, local practices will continue. Where
management determines there is an overtime response problem, a
meeting between management and the union will be held.
Following this meeting, department practices may be replaced by
the following policy:
1. The company will establish a call list that will record each
instance when an employee does not respond to the call out. The
concept of equalization of overtime may apply.
2. Employees shall furnish an acceptable means of off-hour contact
by telephone.
3. Employees who do not respond to a call will be charged with an
instance for lack of response (exception - employees who are out
on authorized absences). Employees shall not be charged with
more than one instance in a twenty-four hour period or on two
consecutive days of relief.
4. The lack of response records of employees will be reviewed on at
least a quarterly basis. Consideration will be given to the
number of instances, the reasons for lack of response and the
average response record of the employee in the department. If,
as a result of this review, management considers that an
employee's lack of response record is excessive, a formal meeting
will be held with the employee (with Union representation) and
the employee will receive formal warning. A continued
unsatisfactory response record, reviewed on a monthly basis, will
result in more severe disciplinary action.
Section 19. Overtime 5/1/87
The Company and the Union recognize that overtime is an inherent
part of the business and employees are expected to work unless an
exception is granted by the department manager.
In the event an employee is unable to work overtime, the employee
must receive a waiver from the department manager or his
designee. An employee will be required to work continuous
overtime on jobs he was working during his regular work hours.
The employee working second shift will be required to continue
working if overtime is required rather than the calling in of
additional personnel. If an employee refuses to work overtime,
the employee will be subject to normal disciplinary action.
An employee scheduled to work overtime and who does not report,
or leaves early, will be subject to disciplinary action.
Section 20. Attendance at Training Sessions 5/1/91
I. When training sessions are designated by the Company that
require a temporary change in working hours, the following will
prevail:
A. The Company will provide seventy-two (72) hour advance notice of
the training session to the employee(s) involved.
B. The provisions of Articles V, Pg. 4 and VII, Pg. 7 will not apply.
C. The employee will be provided a noontime meal or reimbursement
for a noon meal at the option of the Company.
D. The Company will provide a vehicle for transportation to and from
the training site if held outside the service territory.
E. Compensation will be at a straight time rate of pay for eight (8)
hours, including travel time and time and one-half for all other
hours. The provisions of Article IX, Section 5 on page 10 will
apply.
II. If training sessions are conducted that require the trainee
to stay overnight, the following will prevail:
A. The Company will provide seven (7) days advance notice to the employee.
B. The provisions of Articles V on page 4 and VII on page 7 will not
apply.
C. The Company will provide for reimbursement of meals and arrange
for lodging.
D. The Company will arrange for transportation of the employee to
and from the training site.
E. The employee will be compensated at the straight-time rate of pay
for eight (8) hours for each day of training. There will be no
additional compensation for travel time over and above the
straight eight (8) hours.
Section 21. Meter Reader - Car Washing 5/1/87
Effective 5/1/87, Meter Readers may wash their personal vehicles
that are used for company business. They will be able to wash
their vehicles between the hours of 7:30 a.m. and 5:00 p.m., but
not during paid time.
Section 22. Training and Qualification 5/1/87
In Rosters 7 and 8, employees who wish to advance to a higher
classification within the roster will be required to demonstrate
their qualifications before advancement.
A Joint Subcommittee will be formed to review training needs and
qualifications procedures.
Section 23. Meter Reading Department
The following practices shall apply to the Meter Reading
Department:
1. Routes will be assigned by the Supervisor and will be rotated on
a regular basis.
2. Employees will be entitled to a meal allowance when working
overtime in accordance with Article IX, Section 5, Pg.10.
3. All training assignments for new meter readers will be made by
the supervisor.
4. Meter Readers starting time will be changed to 7:30 a.m.
5. All routes should normally be completed by the Meter Reader
before returning to the office. If the route requires overtime
to read all meters, the Meter Reader must complete the assigned
work before returning to the Company. Under unusual
circumstances the matter of completing the route can be discussed
by the employee with the Supervisor prior to the assignment.
6. Overtime for "mark sensing" will no longer apply. A joint
committee of union and management will review all routes
regarding this issue.
Section 24. Electric Night Troubleman - Electric Turn-on's
5/1/89
The Night Troubleman in the Electric Transmission & Distribution
Department will not be required to turn on more than two (2)
electric turn-ons per night.
Section 25. Records and Billing Vacancy 5/1/89
In the event an opening occurs in the Records & Billing section,
the Company will post a Consumer Aide position with the ultimate
rate of Step 7.
Section 26. Returning to Roster - With or Without Automatic
Progression 5/1/91
The parties agree the Company will follow this agreement when
awarding a job to an employee who is returning to a roster
previously occupied by the employee.
Roster with Automatic Progression
In any roster that has automatic progression, if the senior
eligible employee has previous time in the roster, the employee
will be awarded the entry level position and the previously held
classification on the same date. Exception: If in the opinion
of the department manager and training committee, the employee
was not qualified to perform the higher class work, the employee
would be awarded the higher class when the manager and training
committee felt the employee was qualified to perform the work.
Seniority would be on the basis of the job award.
Roster without Automatic Progression
In any roster that does not have automatic progression, if the
senior eligible employee has previous time in the roster, the
employee will be awarded the entry level position. The employee
would be evaluated by the training committees established in the
labor agreement or be tested in accordance with the provisions of
the labor agreement before being awarded a higher classification
in the roster. The employee could request being tested or
evaluated at any of the classifications he/she previously held in
the roster. Seniority would be on the basis of the job award.
Section 27. Service Department Alternate Troubleman 5/1/91
The Alternate Night Troubleman would be assigned to fill in on a
temporary basis when the other Night Troubleman is not available
for work on the 1-9 p.m., 4 p.m.- 12 midnight or Tuesday -
Saturday shift due to sickness, accident, vacation, etc.
Examples:
1. If one Troubleman takes a week's vacation on Tuesday-Saturday
schedule, the other man will cover his normal 4 p.m.- 12
midnight, Monday-Friday shift plus work Saturday.
2. If one Troubleman takes a week's vacation on Monday-Friday, 4
p.m.- 12 midnight schedule, the other Troubleman will work
Monday-Friday 4 p.m.- 12 midnight at regular time and Saturday at
time and one-half.
3. If the Troubleman on the 4 p.m.- 12 midnight shift calls in sick,
the 8 a.m.- 4 p.m. Troubleman will stay on and work 4 p.m.- 12
midnight on overtime. He would then be assigned to cover the 4
p.m.- 12 midnight shift only until the other Night Troubleman
returns.
4. Coverage on Thanksgiving, Christmas and New Years will be
alternated between each man yearly.
5. The Alternate Night Troubleman will be given first refusal for
all overtime that is required by vacation, sickness or accident
of the other Troubleman.
6. When the Night Troubleman returns to work, "Alternate" will be
notified not later than 4:00 p.m. on the last day prior to the
Night Troubleman's return. "Alternate" will report on the next
working day at normal hours. If the Company is not able to meet
this time factor, the "Alternate" and the regular Night
Troubleman will work together for the first night after the
regular Night Troubleman returns to work.
Example: Regular night Troubleman calls in sick on
Tuesday and informs the Company that he/she will not
report to work until Friday. The Alternate is notified
and continues working until the end of the regular
Troubleman's shift. The alternate then reports on
Wednesday and Thursday at the start of the regular
troubleman's shift. If the regular Troubleman reports
in on Thursday for his/her regular shift and the
alternate was not notified by 4:00 p.m. on Wednesday to
change back to his/her normal schedule, the alternate
and regular Troubleman would work together on that
shift.
Section 28. Progression - Roster 7 and Roster 8 (Underground)
Applies to all future and current employees in these rosters.
Roster 7 Street Department
Progression from Streetman to Utilityman A
Streetman to Utilityman C 6 months
Utilityman C to Utilityman B 12 months
Utilityman B to Utilityman A 15 months
Roster 8 Underground Progression
Progression from Cable Splicer Helper to Cable Splicer 1st Class
Cable Splicer Helper to Cable Splicer 3rd Class 6 months
Cable Splicer 3rd Class to Cable Splicer 2nd Class 12 months
Cable Splicer 2nd Class to Cable Splicer 1st Class 15 Months
If employee is qualified, may progress more quickly
All incumbents start with effective date of agreement
If any employee does not qualify, he/she will be returned to
classification previously held outside roster.
Section 29. Temporary Assignments Outside the Company's
Service Area
Work assignments outside the Company's service areas with
utilities or an affiliate of UNITIL Corporation will be on a
voluntary basis.
The employee will be paid in accordance with the contract except
when an emergency situation exist. Under emergency conditions,
the employee will be paid in accordance with the Emergency Storm
Premium.
The provision does not apply to assignments classed as
non-working; for example, training, schools, meetings, etc.
ARTICLE XXVI
BENEFITS
Section 1. Coffee Breaks
Coffee breaks will be limited to fifteen (15) minutes, one in the
morning and one in the afternoon.
Section 2. Thermos Bottles
Thermos bottles of coffee are available for line and street
department employees to take with them in the morning.
Section 3. Damaged Clothing
The Company will repair or replace clothing damaged by acid,
chemicals, or fire because of employment or by accidents
involving the use of hydraulic equipment on the line trucks, or,
at its discretion, reimburse the employee for the cost if it does
not decide to repair or replace the damaged clothing. Holes
caused by heat or delayed chemical reaction will be considered as
included within the meaning of damaged clothing.
Section 4. Treatment of Meal Allowances 5/1/87
This is to confirm discussions during the negotiations in 1985
that all meal fees that are submitted by employees without a
receipt from the restaurant will be treated as an allowance and
so reflected in the employees' wages. Meal allowances will be
processed through the payroll system and reflected in the
employees' paychecks. Under no circumstances will meal
allowances be processed through petty cash.
Section 5. Motor Vehicle Insurance 5/1/87
Employees who use their own motor vehicles on company business
will be covered for the insurance deductibles in the event of an
automobile accident as long as they are not cited for a serious
motor vehicle violation.
Section 6. Reimbursement for Safety Shoes
The Company, with appropriate documentation, will reimburse
employees the full cost up to $85.00 for the first pair, and
one-half the cost, up to $42.50 for the second pair of safety
shoes, up to two (2) pair per calendar year or the Company will
reimburse the employee up to $127.50 for a single pair of safety
shoes per calendar year.
Meter Readers will be reimbursed the full cost, up to $85.00
each, for two (2) pair of safety shoes per year and may use
safety sneakers during regular business hours.
Section 7. License Reimbursement
The Company will reimburse the cost of a valid motor vehicle and
hoist engineer's license to those employees who are required to
have such licenses as part of their job posting.
Employees will be required to submit a photostatic copy of their
license in order to receive reimbursement.
It will be the employee's responsibility to meet all requirements
to maintain and retain their license or licenses.
The Company will provide training so that employees will be able
to obtain a Class No. 2 license for vehicle operation, and
employees in Roster 7, 8 and 15 will be able to obtain a Class
No. 1 license, and thus, be able to qualify on this score where
possession of such a license is a job requirement.
ARTICLE XXVII
BARGAINING UNIT WORK
Supervisors who are not covered by the Collective Bargaining
Agreement will not normally perform bargaining unit work which
employees, subject to such Agreement, are normally required to
perform, except in the following circumstances: emergencies,
training, demonstrations, testing, or trying out new equipment or
methods; work incidental to supervisory duties; helpful or
relieving a bargaining unit employee for short periods in cases
of fatigue, strain, unusual condition or the like; occasions when
non-performance of the bargaining unit work by the supervisor
would result in hardship, inefficiency or unjustifiable cost to
the Company; and occasional instances when a bargaining unit
employee is not readily available. Nothing in the foregoing
shall be interpreted to mean that a supervisor, other than in
emergencies, may perform bargaining unit work outside of an
employee's regularly scheduled hours which the employee would
normally be called in to perform, such as 13 KV switching on
Saturday or Sunday.
ARTICLE XXVIII
UNION BUSINESS
The Company will grant the employee who is the Union's Council
Representative one (1) day off without pay to attend the monthly
Council meeting.
Days off on union business will be considered a workday without
pay for the following people:
a.) President
b.) Vice President
c.) Secretary
d.) National Representative
e.) Grievance Committee Representative
ARTICLE XXIX
UNITIL RETIREE TRUST
Employees are eligible to join the UNITIL Retiree Trust upon
retirement from the Company.
ARTICLE XXX
SAFETY
5/1/87
1. The Company and the Union agree that safety is a matter of
highest importance and will cooperate in an effort to enforce
the safety rules contained in the safety manual.
2. The Union will select five (5) representatives, one (1) each
from the following areas: (Electric Overhead; Street;
Production; Meter & Service and Office) to serve on the Safety
Committee for a minimum of one (1) year. The membership will
be rotated to ensure that all employees have the opportunity
to participate on the committee.
3. The Company will provide a safety manual to each employee.
The manual will be reviewed with the employee and any
questions clarified. The employee will be expected to comply
with the safety manual and violations will be enforced through
the disciplinary process, up to and including termination.
4. All revisions to the Safety Manual will be sent to the Local
President prior to implementation for review and discussion.
ARTICLE XXXI
NO DISCRIMINATION
There will be no unlawful discrimination by the Company or the
Union on account of race, color, religion, sex, age or national
origin.
Whenever used in this Contract, a masculine pronoun shall be
deemed to include the masculine and feminine gender.
ARTICLE XXXII
DURATION AND TERMINATION
This agreement shall be effective as of May 1, 1994 except where
the effective date of any provision thereof is otherwise
specifically provided and shall be binding upon the parties
hereto and upon all employees who are subject to its provisions,
and it shall remain in full force and effect through April 30,
1997.
ARTICLE XXXIII
SUCCESSORS
This agreement shall bind and inure to the benefit of the parties
hereto and their respective successors and assigns; and the words
"Company" and "Brotherhood", respectively, shall be construed to
include their respective successors and assigns.
IN TESTIMONY WHEREOF the parties hereto have caused these
presents to be executed by their respective officers, thereunto
duly authorized, this 13th day of June 1994
FITCHBURG GAS AND ELECTRIC LIGHT
COMPANY
By Priscilla Neault
Priscilla J. Neault, Vice
President and General Manager
THE BROTHERHOOD UTILITY WORKERS OF
NEW ENGLAND, INCORPORATED, LOCAL NO.
340
By Randall W. Hier
President, Local 340
Secretary, Local 340
THE BROTHERHOOD OF UTILITY WORKERS OF
NEW ENGLAND, INCORPORATED
By George P.Fogarty
George P. Fogarty, National Representative
FITCHBURG GAS AND ELECTRIC LIGHT COMPANY
<TABLE>
<CAPTION>
SCHEDULE OF WAGES
Ultimately Hourly Rate Effective
<S> <C> <C> <C>
5-1-94 5-1-95 5-1-96
Roster 1 - Transportation
Fleet Mechanic 1st. 19.61 20.25 20.97
Employees must have worked satisfactorily
in the lower rated job for 15 months
before advancing to a higher rate
Fleet Mechanic 2nd.. 18.08 18.67 19.32
Roster 2 - General Clerical "A"
Clerk Typist Step 6
Meter Service
Roster 3 - Appliance Service
Gas Serviceman - 1st Class 18.81 19.68 20.62
Emergency Night Troubleman 16.70 17.24 17.84
Gas Serviceman - 2nd Class 16.70 17.24 17.84
Gas Serviceman - 3rd Class 15.18 15.68 16.22
</TABLE>
1. Personnel entering any of the new classifications must be
certified as qualified under the following list of requirements:
Gas Serviceman - 1st Class - Self-Cleaning Ranges, Commercial
and Industrial
Equipment and Gas Air Conditioners.
Gas Serviceman - 2nd Class - Central Heating Equipment, Space Heaters,
Gas and Gas Ranges, Electric Water Heaters.
Gas Serviceman - 3rd Class - Gas Water Heaters and Ranges.
Night Troubleman: Must be a Gas Serviceman - 2nd Class.
2. Training Classes generally will be conducted during the day
except as set forth in a letter dated August 14, 1964.
3. Upon completion of the necessary classes on any appliance, the
employee must satisfactorily pass written examination based on
the subject matter covered in the class. He must also
satisfactorily demonstrate his ability to repair a malfunction of
the appliance.
4. The examination and demonstrations will be prepared and
administered by a gas and electric service supervisor with such
manufacturer's assistance as is available. Samples showing the
general type of examination will be submitted to the B.U.W. in
advance. After satisfactory completion of examination and
demonstration, the supervisor will certify the employee for the
particular appliance. A Union representative may be present at
examinations as an observer.
5. Training will be arranged first on those appliances required for
the lowest classification and will be given progressively through
the requirements for all classifications.
6. Each employee must be certified for all appliances required below
as well as those required by the classification equal in wage
rate to his present class before taking training and attempting
certification for advancement.
7. As employees are certified for higher classes, they will be
automatically advanced. If a junior employee advances to a
classification higher than that of an employee senior to him in
the present roster, the senior employee, upon advancement to that
class, will be accorded seniority over the junior employee.
8. Present employees will not be reduced in wages, during the term
of this contract, if they do not satisfactorily complete
certification as required but shall not advance without
certification.
9. Only after employees are certified for higher classification will
they receive the higher rate of wages.
10. After certification on all appliances necessary to qualify as a
Gas Serviceman - 1st Class, employees will be expected to accept
training and certification on any newly-developed appliances
without further change in rate.
<TABLE>
<CAPTION>
Ultimately Hourly Rate Effective
<S> <C> <C> <C>
5-1-94 5-1-95 5-1-96
Roster 5 - Meter (Gas)
Gas Fitter - Meterman 18.24 18.83 19.49
Employees must have worked satisfactorily in
the lower rated job for 24 months before
advancing to a higher rate Gas Fitter -
Meterman 17.60 18.17 18.81
Roster 6 - Meter (Gas and Electric)
Gas / Electric Tester / Installer - 1st Class 19.50 20.13 20.84
Gas / Electric Tester / Installer - 2nd Class 18.50 19.10 19.77
Gas / Electric Tester / Installer - 3rd Class 16.47 17.00 17.60
Gas / Electric Tester / Installer - Helper 15.91 16.43 17.01
Meterman Helper (Special) 14.89 15.38 15.92
</TABLE>
<TABLE>
<CAPTION>
Gas Distribution Department
<S> <C> <C> <C> <C> <C> <C>
5-1-94 5-1-95 5-1-96
Roster 7 - Street
* * *
Utilityman-A-Leader 19.46 19.97 20.30 20.83 21.22 21.76
Utilityman - A 18.24 18.76 18.83 19.37 19.49 20.04
Utilityman - B 16.29 16.83 16.82 17.38 17.41 17.99
Utilityman - C 15.26 15.77 15.76 16.28 16.31 16.85
Streetman 14.20 14.71 14.67 15.19 15.18 15.72
Utilityman-A-Leader / Reg 19.46 19.97 20.30 20.83 21.22 21.76
Utilityman - A / Regulator 18.24 18.76 18.83 19.37 19.49 20.04
Utilityman - B / Regulator 16.29 16.83 16.82 17.38 17.41 17.99
Utilityman - C / Regulator 15.26 15.77 15.76 16.28 16.31 16.85
Streetman / Regulator 14.20 14.71 14.67 15.19 15.18 15.72
</TABLE>
* Thirty-five cents ($.35) per hour is included in the base
rate of employees in this roster qualified to operate the
backhoe.
<TABLE>
<CAPTION>
Electric Distribution Department
Ultimately Hourly Rate Effective
<S> <C> <C> <C>
5-1-94 5-1-95 5-1-96
Roster 8 - Electric Distribution
Head Lineman 23.49 24.26 25.11
Emergency Night Troubleman 21.97 22.68 23.48
Lineman - 1st Class 21.14 21.82 22.59
Lineman - 2nd Class 17.26 17.82 18.45
Lineman - 3rd Class 16.41 16.94 17.53
Apprentice Lineman 15.59 16.10 16.66
Head Cable Splicer 23.57 24.33 25.18
Cable Splicer - 1st Class 21.35 22.05 22.82
Cable Splicer - 2nd Class 19.03 19.65 20.34
Cable Splicer - 3rd Class 17.18 17.74 18.36
Cable Splicer's Helper 16.24 16.77 17.36
</TABLE>
(1) A premium of five cents ($.05) per hour will be paid to
any employee while so assigned, for the responsibility and
operation of the Post Hole Digger unit. This premium does not
apply to operators of the new corner-mount digger.
(2) Linemen who have worked 12 months after promotion to Third
Class and qualified for promotion shall be advanced without
posting to Second Class, and Linemen who have worked 15 months
after promotion to Second Class and qualified for promotion shall
be advanced without posting to First Class.
** Linemen who fail to qualify in either class after 18 months
shall be reassigned to the position they held prior to being
promoted or transferred. Such promotions will be made with the
understanding that the number of personnel on the roster will not
be increased because of these promotions. An applicant for a
posted Third Class Lineman's vacancy shall be a qualified
Apprentice Lineman with a minimum of six (6) months total time in
that class.
** Amendment negotiated April 9, 1971. In the future, Linemen
who have worked fifteen (15) months after promotion to Second
Class and qualified for promotion to Lineman - First Class,
will not be advanced without posting, as in the past.
Instead, when a Lineman-Second Class has qualified for promotion
to Lineman-First Class, two (2) jobs will be posted, to
facilitate the filling of one opening as follows:
1. Lineman-First Class
This will allow Emergency Night Troubleman, desirous of returning
to days, to bid for the opening as well as the newly qualified
Lineman-First Class. The award will be made to the Senior
Qualified bidder.
2. Emergency Night Troubleman (Anticipated)
This will allow Linemen-First Class, including the newly
qualified Lineman-First Class, to bid for this anticipated
opening. In the event an opening does develop, the award will go
to the Senior qualified bidder. If no one bids this anticipated
opening, and the opening, in fact, occurs due to an Emergency
Night Troubleman bidding and being awarded the Lineman-First
Class opening, the newly qualified Lineman-First Class will be
assigned the open Emergency Night Troubleman job.
(3) A premium of ten cents ($.10) per hour will be paid to
Apprentice Linemen when assigned to operate a jackhammer for
periods of one (1) hour or more.
(4) Plus twenty cents ($.20) per hour for actual time spent in
splicing or cutting 2400 V cable alive in manhole.
(5) Premium of thirty-five cents ($.35) per hour will be paid
to Cable Splicers when splicing on fully insulated cables and/or
potheads for time actually worked in the air necessitating use of
suspended platform, ladder, bucket truck or when working from
poles.
(6) In the event an Emergency Night Troubleman desires to
revert to the job of Lineman-1st Class, and a qualified
Lineman-1st Class is willing to take the job of Emergency Night
Troubleman; the Company upon being advised of the desires of the
two men, will post an anticipated vacancy for each of the two (2)
jobs in order to provide a swap between them.
(7) Fifteen cents ($.15) per hour will be included in the base
rate for First Class Lineman and Head Linemen for 15 KV gloving.
<TABLE>
<CAPTION>
Ultimately Hourly Rate Effective
<S> <C> <C> <C>
5-1-94 5-1-95 5-1-96
Roster 9 - Meter Readers
Head Meter Reader 16.90 17.45 18.06
Meter Reader 15.85 16.37 16.94
Meter Readers shall be paid a car
allowance of $3.75 while using their
own vehicle. Meter Readers shall be
paid $3.75 for meal allowance.
Roster 10 - General Clerical "B"
Consumer Aides Step 6
Roster 11 - Stores
Stock Clerk 17.06 17.61 18.23
Stockman 16.49 17.03 17.62
Roster 12 - Janitorial
Janitor 13.63 14.07 14.56
Roster 13 - Collection
Collector 16.84 17.39 18.00
Roster 15 - Repairs
Repairman - 1st Class - Certified Welder 20.45 21.11 21.85
Repairman - 1st Class 19.72 20.37 21.08
Repairman - 2nd Class 17.72 18.29 18.93
Repairman - 3rd Class 16.24 16.77 17.36
Repairman's Helper 15.40 15.90 16.46
Custodian 14.14 14.60 15.11
Roster 16 - Electrical
Working Foreman 22.02 22.74 23.53
Electrician - 1st Class and Relay Tester 20.45 21.11 21.85
Electrician - 1st Class 19.72 20.37 21.08
Electrician - 2nd Class 17.72 18.29 18.93
Electrician - 3rd Class 16.24 16.77 17.36
Employees entering this roster on or
after 5/18/84 will be required to pass
a written examination to advance within the
roster.
Roster 19 - Gas Production
Fireman (3rd Class Engineer's License) 20.21 20.87 21.60
Utilityman - 1 17.61 18.19 18.82
Utilityman - 2 17.12 17.67 18.29
Utilityman - 3 16.63 17.18 17.78
A $1.25 per hour premium will be paid
while operating the LNG and/or Propane
Plants.
Roster 20 - Dig Safe
Dig Safe Technician 16.71 17.25 17.85
</TABLE>
CLERICAL PROGRESSION AND PAY PLAN
Applies to clerical employees in Rosters #2 and #10
All clerks as outlined in the Plan will enter clerical
progression and pay plan as a probationary employee; and, if
qualified, will progress under the following schedule:
<TABLE>
<CAPTION>
Basic Rate Per Hour
Effective
STEP PERIOD IN STEP 5-1-94 5-1-95 5-1-96
<S> <C> <C> <C> <C>
1. Clerk (Probationary) 3 Months 9.86 10.18 10.53
2. Clerk (Probationary 3 Months 10.61 10.95 11.34
3. Clerk Regular 6 Months 11.30 11.67 12.07
4. Clerk Regular 6 Months 11.99 12.38 12.81
5. Clerk Regular 6 Months 13.23 13.81 14.45
6. Clerk Regular 14.04 14.60 15.21
</TABLE>
All progression in the aforementioned steps is contingent upon
demonstrated ability, increased job knowledge and satisfactory
accomplishment. The Plan calls for personnel in this Roster to
do any job in the Roster, and personnel in these Rosters may be
temporarily assigned to help out during vacations, meal periods,
rest periods, illness and other reasonable absences.
Effective 5/1/85, employees entering Rosters 2 and 10 will be
allowed to advance to Step 5 of the Clerical Progression and Pay
Plan. Step 5 will be considered the ultimate rate for these
employees and they shall be expected to perform all the functions
associated with employees in higher steps who entered the rosters
before the effective date of this change.
Classification of Roster 10
The Company agrees to list positions in Roster 10 when posting
openings as follows:
Customer Service Representative
Credit Representative
Dispatch Operator
Cashier
Data Processing
Billing Clerk
Walk-in Representative - Customer Service
Walk-in Representative - Credit
Switchboard Operator / Receptionist
Mailroom Clerk
POLICY WITH REFERENCE TO REST PERIOD
First Shift Workers
Employees who are required to work overtime after midnight will
be entitled to seven and one-half (7 1/2) hours of rest from
midnight to the start of the normal shift before reporting for
work, except in cases of actual or threatened interruption of
service. If such seven and one-half (7 1/2) hour period ends after
the beginning of the normal workday, no deduction in pay will be
made.
Example 1 - If an employee called at 12 midnight works to
3:00 a.m. His normal work day starts at 7:30 a.m.
He is entitled to seven and one-half (7 1/2) hours rest
time including travel and meal time. He is allotted
three (3) hours rest and reports to work at 10:30
a.m.
Example 2 - If an employee called at 2:00 a.m. works to
4:00 a.m. His normal work day starts at 7:30 a.m.
He is entitled to seven and one-half (7 1/2) hours rest
time including travel and breakfast. He is allotted
two (2) hours rest time and reports to work at 9:30
a.m.
Lunch periods are excluded from determination of rest period
allotment.
Example 3 - If an employee called at 12:00 midnight works
to 5:00 a.m. His normal work day starts at 7:30
a.m. He is entitled to seven and one-half (7 1/2)
hours rest time including travel and meal time. He
is allotted five (5) hours rest and reports to work
at 12:50 p.m.
Example 4 - If an employee called at 2:00 a.m. works to
4:00 a.m. His normal work day starts at 8:00 a.m.
He is entitled to seven and one-half (7 1/2) hours rest
time, including travel and breakfast. He is
allotted one and one-half (1 1/2)hours rest time and
reports to work at 9:30 a.m.
First, Second and Third Shift Workers
In any twenty-four (24) hour period, an employee who has worked
continuously sixteen (16) hours or more, except in case of
interruption to service, is entitled to nine and one-half (9 1/2)
hours rest (including travel time and established meal periods)
before reassignment. If such rest period should overlap
employee's normal workday, he shall suffer no loss in pay for the
time involved.
When employees have worked twenty-four (24) or more consecutive
hours, and such work extends into the employee's normal work day,
he shall suffer no loss of paid rest entitlement for such hours
extending into that normal work day.
Where the extended work period follows a scheduled work day of
eight (8) hours with a one-hour paid lunch period, the scheduled
work day will count as eight consecutive hours.
If the paid rest period ends two (2) hours or less, prior to the
end of the employee's regular scheduled workday, the paid rest
period will be extended to the end of such regular scheduled work
day. If the paid rest period does not extend more than two (2)
hours into such regular scheduled workday, the work crew in
agreement with the supervisor will have the option of working the
first part of the day and taking the paid rest period prior to
the end of such regular scheduled workday.
When, following a rest period, an employee is scheduled to report
for work shortly before his lunch period, the supervisor has
discretion to excuse him from reporting back to work until after
lunch, without loss of pay, depending upon the then-existing work
requirements, and provided the employee has telephoned the
supervisor prior to the time he was scheduled to report to
ascertain whether he should report as scheduled or wait until
after lunch.
The Company will consider employees completing a rest period to
be available for overtime based on their standing on the overtime
equalization list.
When an employee accrues rest time, it must be taken within three
months of the time it is earned, in eight hour blocks, or it will
not be available to the employee. All time currently accrued
must be taken before 12/31/89.
Rest period will be granted to second shift workers only on a
call-out which would distrub their sleep, i.e. the hours between
midnight and 7:00 a.m.
SHIFT DIFFERENTIAL
Employees assigned to classification whose regularly scheduled
hours start between 1:00 p.m. and 10:00 p.m. shall receive, in
addition to their regular rate, a premium of eighty-five cents
($.85) per hour for time worked; and employees assigned to
classifications whose regularly scheduled hours start between
10:00 p.m. and 6:00 a.m. shall receive in addition to their
regular rate, a premium of eighty-five cents ($.85) per hour for
time worked. Effective 5/1/94, this premium will increase to
eighty-five cents ($.85) per hour.
SUNDAY PREMIUM
A premium of twenty-five per cent (25%) of the straight-time
basis rate of established classifications will be paid when work
is performed on Sunday where such Sunday is within the regularly
scheduled work-week of such class.
DOUBLE TIME ON SECOND DAY OF RELIEF
WHICH IS SEVENTH DAY OF WORK
An employee who is required to work on his second consecutive day
of relief, and having worked as much as three (3) hours on his
first day of relief and all of his scheduled hours during the
seven (7) day period, shall be paid double his regular hourly
rate of pay for hours worked on said second day of relief. An
employee who has earned a premium in accordance with this
provision will not be entitled to another such premium until he
has again qualified for it on the basis of work performed in
another seven (7) day period. A call out on the first day of
relief does not meet the three (3) hour requirement unless the
employee actually works three (3) or more hours.
For Monday to Friday workers, for the purposes of his premium
payment, the first day of relief will be considered Saturday, the
second day of relief the Sunday which is on the following day,
and the seven (7) day period will be the period ending that
Sunday.
For shift workers, or those on any other schedule the first day
of relief and the second day of relief will be as allocated
according to the payroll work week.
If the second day of relief occurs on a holiday, the holiday
premium only will be paid and these premiums will not be
pyramided.
In no event will the double time premium be paid more than once
in any payroll work week.
OFF-HOUR COVERAGE
When so assigned, the rates for Off-Hour Coverage will be four
dollars ($4.00) per day plus an additional four dollars ($4.00)
per day for days of relief and holidays.
EMERGENCY CALL OUT
First shift employees who have a call-out which includes hours
after midnight, when the next day is a day of relief (Friday
night and Saturday night), will be paid double time for all hours
after midnight until the normal starting time, as if it was not a
day of relief, e.g., 7:30 a.m. for roster 7, 8, 15, 19 and 8:00
a.m. for all other rosters. The minimum for a call-out, between
the above mentioned hours, will be double time for three (3)
hours. There will be no double counting of hours after the
normal starting time. This provision will also apply to
employees on first shift who work other then Monday through
Friday.
EXAMPLES:
A. An employee whose normal days of relief are Saturdays and Sunday
is called out and reports to work at 11:00 p.m. on Saturday and
works until 1:00 a.m. on Sunday will be paid:
1 hour @ time-and-a-half (1-1/2) plus;
2 hours @ double time (2)
B. An employee whose normal days of relief are Saturday and Sunday
is called out and reports to work at 2:00 a.m. on Saturday and
works until 4:00 a.m. on Saturday will be paid:
3 hours @ double time
C. An employee from roster 7 or 8 whose normal days of relief are
Saturday and Sunday is called out and reports to work at 4:00
a.m. on Sunday and works until 8:00 a.m. on Sunday will be paid:
3 and 1/2 hours @ double time (4:00 a.m. to 7:30 a.m.)
plus 1/2 hour @ time-and-a-half (7:30 a.m. to 8:00 a.m.)
D. An employee from roster 3, 5, or 6 whose normal days of relief
are Saturday and Sunday is called out and reports to work at 4:00
a.m. on Saturday and works until 8:00 a.m. on Saturday will be
paid:
4 hours @ double time (4:00 a.m. to 8:00 a.m.)
E. An employee whose normal days of relief are Saturday and Sunday
is called out and reports to work at 5:30 a.m. on Saturday and
works until 8:00 a.m. on Saturday will be paid:
3 hours @ double time
TABLE OF CONTENTS
PART "B" COMPANY
POLICIES
POLICY Page
#1 - Assignment to Conventional Line Equipment 63
#2 - Education Assistance 63
#3 - Payday 63
#4 - Telephone Reimbursement 63
#5 - Upgrade to Supervisor (10%) 64
Policy Letters Retained
"A" - Reference to Sickness/Accident Insurance Plan 65
"B" - Reference to Uniforms 66
COMPANY POLICIES
For the information of all concerned, we are listing below a
number of Company policies of general interest:
1. The Company intends to rotate assignments to the conventional
line equipment in order to keep people proficient at climbing,
but the duration of assignments is predicated upon individual
capabilities, performance and interest. Although assignments
will not always be equal they will be equitable. While the
assignments are discretionary, they will not be discriminatory
and the Company will be entirely willing at any time to discuss
any complaints.
2. The Company has a Tuition Refund program for educational
assistance under which the Company will refund to its regularly
employed, full-time personnel 75% of the net tuition and
registration cost of certain courses of study approved by the
Company and related to the employee's present position, provided
the other program requirements are met. Details of the program
are available at the Personnel Office.
3. Payday for bargaining unit personnel will be Thursday, p.m.
4. Effective May 1, 1975, only those employees receiving telephone
reimbursement, as of that date, will continue to be eligible for
such reimbursement while in a classification to which such
reimbursement applies. Should an eligible employee locate in a
classification to which telephone reimbursement does not apply,
his name will be removed from the list. However, should he
revert to a classification to which the telephone reimbursement
does apply, he will again become eligible. (The eligibility list
is in the custody of the Payroll Department, and no new names
will be added to it.)
5. When the Company temporarily requires a bargaining unit employee
to perform supervisory work, as, for example, in the absence of a
supervisor, the Company pays a premium of 10% of the employee's
regular rate but not more than the rate of the supervisor,
provided the employee is assigned the responsibility for the
employees under him. In the event a Lineman-1st Class is
temporarily assigned as Distribution Foreman and is assigned the
responsibility for two or more crews, the Company pays the rate
of the Head Lineman plus 10% of that rate, but not more than the
rate of the Distribution Foreman.
When a bargaining unit employee in Roster 10 (Customer Services
only) is upgraded under this policy, the employee will perform
his regular bargaining unit work and supervisory assignments made
by the manager.
At the present time, there is no intention to change the above
policies, but the Company does intend to review them from
time-to-time, and if changes are made, appropriate advance notice
will be given to those concerned. None of the above policies
will be changed unless the changes have been discussed with the
Union.
FITCHBURG GAS AND ELECTRIC
LIGHT COMPANY
REVISED
POLICY "A" SICKNESS AND ACCIDENT POLICY
5/1/91
This will confirm the following points discussed during
collective bargaining negotiations in 1991 involving the sickness
and accident policy.
1. The policy will apply to all full-time employees who are employed
for six (6) months in a regular position.
2. The benefit will be for not more than 26 weekly payments in a
52-week period at $200.00 per week.
3. The benefit will commence fifteen (15) days after the date of
disability for a covered accident or sickness but will not
provide payments for the period covered by the Disability Payment
Plan (Article XVII, Pg. 25).
4. In the event the employee is absent due to an accident that
occurred outside of work, the employee will notify the company
and reimburse the company from the settlement, the amount
received from the Accident and Sickness Policy for wages not to
exceed the amount of the payment made under the plan.
5. The employee contribution to this plan will be $0.92 per week.
The plan will be reviewed annually to determine the amount of the
employee contribution.
6. At the expiration of this benefit, the employee must apply for a
personal leave. All benefits will cease unless an extension is
approved by the Company.
7. Before the company makes payment under this plan, there must be
medical evidence presented by the employee to substantiate the
medical claim. The company will determine if the employee should
be evaluated by the company physician to substantiate the medical
evidence.
8. If there is a disagreement between the employee's physician and
the company physician, the case will be referred to a recognized
specialist or clinic in the field of medicine involved, whose
opinion will be final and binding upon the parties. Whenever
possible the University of Mass. Medical Center-Worcester will be
used.
9. The employee must cooperate with the company in establishing and
re-establishing medical eligibility under this plan. Failure to
do so will result in termination of benefits under this plan.
Revised
MEMO PART "B"
May 1, 1991
The Brotherhood of Utility Workers of
New England, Inc.
Local No. 340
Fitchburg, MA 01420
Gentlemen:
In August 1972, the Company furnished uniforms to the
Customer Service Department under the following discussed
conditions:
The Company will furnish uniforms for Customer Service
Department servicemen, the Appliance Parts Clerk, and
Electric Meter Department personnel. The uniforms will
consist of jackets, trousers, and shirts for the Customer
Service Department personnel and Electric Meter Department
personnel and a smock for the Appliance Parts Clerk. The
employees will arrange for the laundering of these
uniforms at their own expense. The employees will take
reasonable care of the clothing furnished and they will be
required to wear such clothing during all working hours.
Officers of Local No. 340, B.U.W. not only endorse the
program of personnel in the Customer Service Department and
the Electric Meter Department wearing uniforms but have
offered to support this program by assisting the Company in
seeing that the personnel involved wear said uniforms. In
the event that one were not to wear the uniform for any
reason, Local No. 340 officers requested that they be
notified at which time they will immediately contact the
individual involved and make every effort to see that the
uniform will be worn with consistency. In the event the
officers of Local No. 340 are unsuccessful in this initial
assistance, the Company would then become involved and
would resort to their normal disciplinary practices in
cases of infraction of Company rules.
Effective May 1, 1991, the Uniform Policy will be expanded
to include employees in Rosters 1, 7, 8, 9, 15, 19 and the
Janitor, Stockman and Mail and Supplies Clerk. The jacket
provided to the meter readers will be laundered by the
Company. All provisions of this letter will apply to these
classifications.
Very truly yours,
Frank L. Childs
President
PART "C"
FITCHBURG GAS AND ELECTRIC LIGHT COMPANY
GROUP INSURANCE SUMMARY
There shall be maintained a Group Insurance program with
the following benefits:
Group Life Insurance
Employees are eligible for group life insurance coverage
equivalent to two times their basic annual wages reduced to the
next lower full thousand. Employees hired before May 1, 1985
will be eligible for group life insurance coverage equivalent to
three times their basic annual wages reduced to the next lower
full thousand.
Employees become eligible for coverage after six months of
employment.
Maximum Group Life Insurance coverage is $100,000.
Fitchburg Gas And Electric Light Company pays insurance
premium cost.
Accidental Death and Dismemberment
Employees are eligible for accidental Death and
Dismemberment coverage equal to the total of their Group Life
Coverage up to a maximum of $5,000.
Fitchburg Gas And Electric Light Company pays insurance
premium cost.
Insurance After Retirement
Employees retired on a pension may continue Group Life
Insurance up to one-half of the amount carried at the time of
retirement with the maximum being $7,500.
Fitchburg Gas And Electric Light Company pays for the
retiree's group life insurance.
Group Comprehensive Health Insurance
Group Comprehensive Health Services Insurance is provided
for employees and their eligible dependents and is briefly
outlined as follows:
A. Deductible: $100 of "Covered Medical Expenses" for each
member, each calendar year with a maximum of three deductibles
per family per calendar year.
B. Coinsurance: Program pays 80% of first $2,000 of "Covered
Medical Expenses" in excess of deductible for each member each
year.
C. Paid In Full: Program pays in full "Covered Medical
Expenses" in excess of the coinsured amount and the deductible
for the remainder of the calendar year.
Maximum lifetime benefit per member is $1,000,000 (benefit
for the treatment of mental and nervous disorders is limited to
$5,000 per calendar year, lifetime maximum $10,000). Maximum
out-of-pocket for "Covered Medical Expenses" is $500 per member
each calendar year. "Covered Medical Expenses" include charges
which are usual, customary and reasonable for medically necessary
service, (hospital, physicians, psychiatric, chiropractic and
other required services and supplies).
While in the employ of the Company, if an employee suffers a
fatal industrial accident, or an employee dies a natural or
non-industrial accidental death leaving a widow(er), the
widow(er) will continue to be covered under the Company's
Comprehensive Health Insurance Plan (with family coverage if
there are dependent children) for a period of ten(10) years, or
until remarriage, or until reaching age sixty-five (65),
whichever occurs first.
Retirees under sixty-five (65) years and their dependents
will be covered by the Group Comprehensive Health Insurance, and
the Company will pay the premium for Retirees and their
dependents for the first year following retirement. After this
first year, retirees and their dependents will be eligible to
receive health insurance benefits from the UNITIL Retiree Trust.
GROUP INSURANCE (cont.')
Active Employees and Retirees over sixty-five (65) years
will be covered by a Supplement to Medicare Plan paid for by the
Company. The eligible dependents (age 65 or over) of these
active employees and retirees over sixty-five (65) years will
also be covered under the Supplement to Medicare Plan with full
premium paid for by the Company. The Company will pay the
premium for Retirees and their dependents for the first year
following retirement. After this first year, retirees and their
dependents will be eligible to receive health insurance benefits
from the UNITIL Retiree Trust.
Group Dental Plan
Group Dental Care Insurance is provided for employees and
their eligible dependents and is briefly outlined as follows:
Coverage I: No deductible. 100% paid by insurance.
Diagnostic - Initial Examination; Examinations to determine
the required dental treatment once in a six (6) month
period:
X-Rays - Full Mouth/Panorex.
X-Rays once in a three (3) year period.
Bitewing X-rays once each twelve (12) month period.
Peripical X-Rays as necessary.
Preventative - Cleanings once in a six (6) month
period.
Fluoride - once in a twelve (12) month period (age
limit 19).
Space Maintainers.
Coverage II: $25 deductible per member per insurance plan
year. After deductible, 80% paid by insurance, 20% paid by patient.
Restorative - Amalgam, Silicate and Acrylic
restorations.
Oral Surgery - Extraction's.
Endodontics - Pupal therapy; root canal filling.
Periodontics - Treatment of gum disease; includes
periodontal cleanings.
Dental Repair - Repair of removable denture to its
original condition.
Palliative - Emergency Treatment.
Coverage III: $25 deductible per member per insurance plan
year. After deductible, 50% paid by insurance, 50% paid by patient.
Crowns and build-ups for crowns.
First placement of inlays and bridges.
First placement of partial or full dentures.
Coverage IV: No deductible. 50% paid by insurance, 50%
paid by patient.
Orthodontia. Lifetime maximum for this benefit is
$1,000 per person.
Maximum of three (3) deductibles per family per insurance
plan year and a maximum payment by the plan of $750 per member
per insurance plan year.
This benefits summary is for informational purposes only.
The benefits are described more fully in the applicable master
group insurance policy. The extent of coverage for each
individual is governed at all times by that document. In the
event of any conflict between this summary and the plan
documents, the plan document will govern.
PART "D"
TABLE OF CONTENTS
LETTERS OF INTENT
Subject Date of Letter Page
1 Consecutive Days of Relief Language 5/1, 1973 69
- Art. VI
2 Vacations - Call-in Form 5/1, 1973 70
3 Plans to Furlough During Term of 5/1, 1994 70
Contract
May 1, 1973
The Brotherhood of Utility Workers of New England, Inc.
Local No. 340
Fitchburg, Massachusetts
Gentlemen:
It was agreed to delete the second parenthetical reference (Lines
12-24, Page 11, of the 1970-1973 Contract booklet) because there
are no present schedules with three or four consecutive days of
relief in a two-week period. It was further agreed that if there
should be any applicable schedule in the future with days of
relief so scheduled, the deleted language would be added to the
agreement and again be effective as before.
Very truly yours,
FITCHBURG GAS AND ELECTRIC LIGHT COMPANY
By (s) Howard W. Evirs, Jr.
President
May 1, 1973
The Brotherhood of Utility Workers of New England, Inc.
Local No. 340
Fitchburg, Massachusetts 01420
Gentlemen:
This will confirm to you during negotiations as to our policies
on employees being called in to work during their scheduled
vacation periods. The Company recognizes the importance and
desirability of employees being able to enjoy their vacations
and, therefore, will call in employees to work during such
periods only in emergency situations or for urgent reasons beyond
those encountered under usual day-to-day operations.
Very truly yours,
FITCHBURG GAS AND ELECTRIC LIGHT COMPANY
By (s) Howard W. Evirs, Jr.
President
May 1, 1994
The Brotherhood of Utility Workers, Inc.
Local No. 340
Fitchburg, Massachusetts
Gentlemen:
The Company has no plans to furlough any regular employees during
the term of the present contract. However, the Company must be
free to deal with unexpected situations brought about by
economical or technological changes, acts of God, natural or
man-made disasters, etc., and will do so to the optimum benefit
of its' employees, owners and customers.
Very truly yours,
FITCHBURG GAS AND ELECTRIC LIGHT COMPANY
By (s) Priscilla J. Neault
Vice President and General Manager
PROGRESSION CHART
ROSTER 1 TRANSPORTATION
Fleet Mechanic-1st Class
Fleet Mechanic-2nd Class (15 Months to 1st Class)
ROSTER 2 CLERICAL "A"
Clerk Typist Step 6
(See Clerical Progression and Pay Plan - Page 57)
ROSTER 3 METER & SERVICE
Gas Serviceman-1st Class
Emergency Night Troubleman
Gas Serviceman-2nd Class
Gas Serviceman-3rd Class
Progression Based on Successfully Passing Writtten
and Field Exam.
ROSTER 5 METER (GAS)
Gas Fitter Meterman
Gas Fitter Meterman (24 Months Before Advancing)
ROSTER 6 METER (GAS & ELECTRIC)
Gas/Electric Tester/Installer-1st Class
Gas/Electric Tester/Installer-2nd Class
Two (2) years in the classification
Gas/Electric Tester/Installer-3rd Class
Two (2) years in the classification
Gas/Electric Tester/Installer Helper
Six (6) months in the classification
Meterman Helper (Special)
No automatic Progression
ROSTER 7 STREET
Utilityman-A-Leader
Utilityman-A
Utilityman-B (15 Months to Utilityman-A)
Utilityman-C (12 Months to Utilityman-B)
Streetman ( 6 Months to Utilityman-C)
ROSTER 8 ELECTRIC DISTRIBUTION
Head Lineman
Emergency Night Troubleman
Lineman-1st Class
Lineman-2nd Class (15 Months to 1st Class)
Lineman-3rd Class (12 Months to 2nd Class
Apprentice Lineman ( 6 Months to 3rd Class)
Head Cable Splicer
Cable Splicer 1st Class
Cable Splicer 2nd Class (15 Months to 1st Class)
Cable Splicer 3rd Class (12 Months to 2nd Class)
Cable Splicer Helper ( 6 Months to 3rd Class)
ROSTER 9 METER READER
Head Meter Reader
Meter Reader
No Automatic Progression
ROSTER 10 CLERICAL "B"
Customer Service Representative
Credit Representative
Dispatch Operator
Cashier
Data Processing
Billing Clerk
Walk-in Representative - Customer Service
Walk-in Representative - Credit
Switchboard Operator / Receptionist
Mailroom Clerk
(See Clerical Progression and Pay Plan - Page 57)
ROSTER 11 STORES
Stock Clerk
Stockman
No Automatic Progression
ROSTER 12 JANITORIAL
Janitor
No Automatic Progression
ROSTER 13 COLLECTIONS
Collector
No Automatic Progression
ROSTER 15 REPAIRS
Repairman-1st Class Certified Welder
Repairman-1st Class
Repairman-2nd Class
Repairman-3rd Class
Repairman-Helper
No Automatic Progression
ROSTER 16 ELECTRICAL
Electrician-1st Class & Relay Tester
Electrician-1st Class
Electrician-2nd Class
Electrician-3rd Class
Progression Based on Successfully Passing a Written
Exam for Each Class
ROSTER 19 GAS PRODUCTION
Utilityman 1
Utilityman 2 - Must have held U-2 12 Mo.) Per
Utilityman 3 - Must have held U-3 12 Mo.) Postings
Progression Based on Successfully Passing a Written
Exam for Each Class.
ROSTER 20 DIG SAFE
Dig Safe Technician
No Automatic Progression
INDEX
A Clerical Pay Plan, 57
Allowance Adjustment, 57
Meal, 10, 48 Clothing, Damaged, 48
Meal Periods, 9 Coffee Breaks, 47
Meter Reader Car, 56 Company Policies, 63, 64
Meter Reader Meal, 45, 56 Contractors, 31, 32
Travel-Gas Production, 42 Corner-mount, Digger, 33
Arbitration, 19 Council Union Leave, 49
Assignment Cross-rostering, 7
Alternate Emergency Nightman, 32 Customer Service
Bucket Trucks, 33 Hours of Work, 7
Hot Stick, 36 Supervisory Assignment, 64
Inclement Weather, 37 Uniforms, 66
Outside Service Area, 47 D
Rental Service Work, 43 Damage to Clothing, 48
Rotation, 63 Days of Relief
Supervisors, 64 Consecutive, 69
Temporary, 6, 7, 13 Double Time - Second day, 60
Attendance Definition
Training Sessions, 44 Employees, 1
B Dental Insurance, 68
Backhoe Digger-Corner Mount, 33
Premium, 54 Disability Payment Plan 25,26,27,28
Use of, 42 Amount, 26
Bargaining Unit Work Eligibility, 26
Supervisors, 49 Lump Sum Settlement, 27
Benefits Pay-When-Work, 28
401(k) Plan, 29 Disability Retrogression, 23,24,25
Group Insurance, 28 Adjusted Pay Rate, 23, 24, 24
Birthday Holiday, 6 Discharge, 18
Breaks Discipline, 18
Coffee, 47 Discrimination, 50
Bulletin Boards, 31 Distribution, Gas, 35
C Driver's License
Call In Class 1, 49
Vacation, 70 Loss, 35
Call Out Reimbursement, 48
Emergency, 62 Duration
Car Insurance, 48 Labor Agreement, 50
Car Washing
Meter Readers, 44
INDEX
E Holidays, 6
Educational Assistance, 63 Birthday, 6
Electric Distribution During Vacation Period, 11
Electric Turn-ons, 45 Listing of, 6
Inclement Weather, 37, 38 Saturday, 6
Emergency Work on, 7
Call Out, 62 Hot Stick, 35, 36
Storm Premium, 5, 6 Hours of Work, 7
Emergency Nightman, 32 Customer Service, 7
Christmas, 7 Janitor, 8
Electric Turn-ons, 45 Service
Department, 8
Employee I
Part-time - Definition of, 1 Illness
Regular - Definition of, 1 Disability Payment, 25
Temporary - Definition of, 1 Disability Retrogression, 23
Equipment Sickness & Accident, Policy, 65
Furnished, 41 Inclement Weather, 37
Exams Insurance
Medical, 38, 39, 40 Dental, 68
Roster 7, 42 Health, 67
F Life, 67
Furlough Employees, 70 Lump Sum Settlement, 27
G Motor Vehicle, 48
Gas Distribution J
Crew Complement, 35 Janitor
Inclement Weather, 38 Hours of Work, 8
Gas Production Jury Duty, 30
Assignment, 41 L
Off Season Assignments, 42 Leaves of Absence
Progression, 42 Death in Family, 29
Travel Allowance, 42 Jury Duty, 30
Gassing Vehicles, 42 Military Training, 30
Gloves, Work, 41 Life Insurance, 67
Grievances, 18, 19, 20 Loss of Driver's
License, 35
Group Insurance, 28, 29 M
H Meal
Health Insurance, 28, 29, 67 Allowance, 10, 48
Cost, 29 Fee Schedule, 10
Retirees, 67 Payment, 10
Surviving Spouse, 67 Period, 9
INDEX
Medical Progression
Exams, 38, 40 Chart, 71
Insurance, 67 Returning to
Rosters, 45
Membership Roster 1, 52
Union, 2 Roster 2 and 10, 57
Meter Readers Roster 3, 53
Car Washing, 44 Roster 5, 53
Safety Sneakers, 48 Roster 7, 47
Uniforms, 66 Roster 8, 47
Work Practices, 45 Q
Military Leave, 17 Qualification
Reserve Duty, 30 Rosters 7 and 8, 45, 47
Motor Vehicles R
Insurance, 48 Reduction in Forces, 14, 16, 17
O Reimbursement
Off-Hour Coverage, 61 Driver's License, 48
Overtime, 4 Hoist Engineer's License, 48
Equalization Schedule, 4 Safety Shoes, 48
Minimum, 4 Reserve Duty, 30
Planned, 4 Rest Period, 59, 60
Policy, 43, 44 Retiree Trust, 49
Response to, 43 Retirement
P Health Insurance, 67
Pay-As-You-Work, 28 Life Insurance, 67
Pay Day, 63 Pension, 20, 21, 22, 23
Payroll Deductions Retrogression, 23
Sickness & Accident, 65 S
Union Dues, 20 Safety, 49
Pension, 20, 21, 22, 23 Safety Shoes, 48
Posting Company Reimbursement, 48
Bulletin Boards, 31 Employee Purchases, 48
Vacancies, 15 Sneakers, 48
Premium Saturday
Backhoe, 54 Holiday, 6
Emergency Storm, 5, 6 Schedule of Wages
Gas Plants, 57 Roster 1, 52
Jackhammer, 55 Roster 2, 52, 57
Posthole Digger, 54 Roster 3, 52, 53
Splicing in Air, 55 Roster 5, 53
Splicing in Manhole, 55 Roster 6, 53
Sunday, 60 Roster 7, 54
Probationary, 14 Roster 8, 54
INDEX
Roster 9, 56 Tuition Refund, 63
Roster 10, 56, 57 Turn Ons
Roster 11, 56 Electric, 45
Roster 12, 56 U
Roster 13, 56 Uniforms
Roster 15, 56 Customer Services, 66
Roster 16, 56 Electric Distribution, 66
Roster 19, 57 Gas Distribution, 66
Roster 20, 57 Meter Readers, 66
Scheduling Union Dues
Vacations, 11 Payroll Deduction, 20
Second Day of Relief, 60, 61 Upgrading
Seniority Line and Street Departments, 42
Definition, 13 To Supervisor, 64
Department Transfers, 15 V
Furloughed Employees, 16 Vacancies, 15
Leave of Absence, 18 Vacations, 10, 11, 12
Posting, 15 Entitlement, Follow Pers. or
Med. Lv, 12
Probationary, 14 Holiday, 11
Reduction in Forces, 14 Illness, 12
Vacancies, 14 Scheduling, 10, 12
Shift Differential, 60 Vehicles
Sickness and Accident Policy, 65 Fueling, 42
Snow Plowing, 40 W
Storm Premium, Emergency, 5, 60 Wages (see Schedule of Wages)
Successors Clause, 50 Job Award Increases, 3
Sunday Premiums, 60 New Employees, 3
Supervisory Assignment, 64 Reduction in
Forces, 16
Surviving Spouse Wash-up Time, 41
Health Insurance, 67 Work Gloves, 41
Pension, 22 Work Practices
Suspension, 18 Meter Readers, 45
T
Telephone Reimbursement, 63
Temporary Assignment, 7
Thermos Bottles, 48
Time Off, 28
Tools and Equipment, 41
Training
Attendance at Sessions, 44
Rosters 7 and 8, 45
UNITIL CORPORATION
Computation in Support of Earnings per Share
<TABLE>
<CAPTION>
Year Ended December 31,
1994 1993 1992
(000's Omitted)
<S> <C> <C> <C>
PRIMARY EARNINGS PER SHARE
Net Income $8,038 $7,600 $6,570
Less: Dividend Requirements 291 298 352
on Preferred Stock
Net Income Applicable to Common $7,747 $7,302 $6,218
Stock
Average Number of Common Shares 4,234 4,181 4,133
Outstanding
Earnings per Average Common Share $1.83 $1.75 $1.50
Outstanding
FULLY-DILUTED EARNINGS PER SHARE
Net Income $8,038 $7,600 $6,570
Less: Dividend Requirements 291 298 352
on Preferred Stock
Net Income Applicable to Common $7,747 $7,302 $6,218
Stock
Average Number of Common Shares
Outstanding and Equivalents* 4,306 4,249 4,168
Earnings per Average Common Share $1.80 $1.72 $1.49
Outstanding
</TABLE>
* Assumes conversions of options outstanding and repurchase of
Common Shares outstanding with proceeds.
EXHIBIT 12.1
UNITIL CORPORATION
<TABLE>
<CAPTION>
Computation in Support of Ratio of Earnings to Fixed Charges
Year Ended December 31,
1994 1993 1992 1991 1990
(000's Omitted Except Ratio)
<S> <C> <C> <C> <C> <C>
Earnings:
Net Income, per
Consolidated Statements
of Earnings $8,038 $7,600 $6,570 $2,365 $5,519
Federal Income Tax 3,480 3,627 2,482 940 1,535
Deferred Federal Income (186) (179) 565 589 1,259
Tax
State Income Tax 610 610 706 746 1,192
Deferred State Income 72 (154) 74 151 35
Tax
Amortization of (211) (217) (210) (212) (212)
Investment Tax Credit
Interest on Long-term 4,825 5,692 5,803 6,147 6,155
Debt
Amortization of Debt 64 119 143 431 424
Discount and Expense
Rents (annual interest 561 592 610 627 689
component)
Other Interest 909 713 1,003 1,489 1,399
Total $18,162 $18,403 $17,746 $13,273 $17,995
Fixed Charges:
Interest on Long-term $4,825 $5,692 $5,803 $6,147 $6,155
Debt
Amortization of Debt 64 119 143 431 424
Discount and Expense
Rents (annual interest 561 592 610 627 689
component)
Other Interest 909 713 1,003 1,489 1,399
Total $6,359 $7,116 $7,559 $8,694 $8,667
Ratio of Earnings to Fixed 2.86 2.59 2.35 1.53 2.08
Charges
</TABLE>
Exhibit 22.1
Subsidiaries of Registrant
The Company or the registrant has seven wholly-owned
subsidiaries. Six of which are corporations organized under the
laws of The State of New Hampshire: CECo, E&H, UNITIL Power,
UNITIL Realty, UNITIL Resources and UNITIL Service. The seventh,
FG&E, is organized under the laws of The State of Massachusetts.
<TABLE> <S> <C>
<ARTICLE> UT
<S> <C>
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-START> JAN-01-1994
<PERIOD-END> DEC-31-1994
<PERIOD-TYPE> YEAR
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 121,573,002
<OTHER-PROPERTY-AND-INVEST> 137,698
<TOTAL-CURRENT-ASSETS> 21,882,786
<TOTAL-DEFERRED-CHARGES> 60,927,975
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 204,521,461
<CAPITAL-SURPLUS-PAID-IN> 1,062,198
<RETAINED-EARNINGS> 27,183,016
<TOTAL-COMMON-STOCKHOLDERS-EQ> 59,997,198
<COMMON> 31,751,984
3,868,600
225,000
<LONG-TERM-DEBT-NET> 65,288,231
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 292,090
0
<CAPITAL-LEASE-OBLIGATIONS> 3,377,389
<LEASES-CURRENT> 460,152
<OTHER-ITEMS-CAPITAL-AND-LIAB> 71,012,800
<TOT-CAPITALIZATION-AND-LIAB> 204,521,461
<GROSS-OPERATING-REVENUE> 153,415,890
<INCOME-TAX-EXPENSE> 4,137,430
<OTHER-OPERATING-EXPENSES> 135,504,956
<TOTAL-OPERATING-EXPENSES> 139,642,386
<OPERATING-INCOME-LOSS> 13,773,504
<OTHER-INCOME-NET> 62,887
<INCOME-BEFORE-INTEREST-EXPEN> 13,836,391
<TOTAL-INTEREST-EXPENSE> 5,798,192
<NET-INCOME> 8,038,199
291,543
<EARNINGS-AVAILABLE-FOR-COMM> 7,746,656
<COMMON-STOCK-DIVIDENDS> 5,243,516
<TOTAL-INTEREST-ON-BONDS> 4,825,160
<CASH-FLOW-OPERATIONS> 16,349,217
<EPS-PRIMARY> 1.83
<EPS-DILUTED> 1.80
</TABLE>
