PROVIDENCE GAS CO
8-K, 1999-06-09
NATURAL GAS DISTRIBUTION
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                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 8-K

                                 CURRENT REPORT


                     Pursuant to Section 13 or 15 (d) of the
                         Securities Exchange Act of 1934



Date of Report:                                               June 9, 1999



                           The Providence Gas Company
_______________________________________________________________________________
             (Exact name of registrant as specified in its charter)




Rhode Island                         0 - 1160                      05-0203650
_______________________________________________________________________________
(State of incorporation             (Commission                 (IRS Employer
or organization)                   File Number)              Identification No.)


100 Weybosset Street, Providence, Rhode Island                     02903
_______________________________________________________________________________
(Address of principal executive offices)                        (Zip Code)

Registrant's telephone number:         (401) 272-5040
_______________________________________________________________________________


                                       N/A
_______________________________________________________________________________
(Former name or former address, if changed since last report)


     The Providence Gas Company (the "Registrant ") and its subsidiary and their
representatives may from time to time make written or oral statements, including
statements  contained  in the  Registrant's  filings  with  the  Securities  and
Exchange  Commission  ("SEC"),  which  constitute  or contain  "forward-looking"
statements as that term is defined in the Private  Securities  Litigation Reform
Act of 1995 or by the SEC in its rules, regulations, and releases.

     All statements  other than statements of historical  facts included in this
Form 8-K regarding the Registrant's  financial position,  strategic  initiatives
and  industry  developments  are  forward-looking  statements.   Where,  in  any
forward-looking  statement,  the  Registrant  or its  management,  expresses  an
expectation  or belief  as to  future  results,  such  expectation  or belief is
expressed in good faith and believed to have a reasonable  basis,  but there can
be no assurance  that the statement of  expectation  or belief will result or be
achieved or  accomplished.  Factors  which could cause actual  results to differ
materially  from those  anticipated  include  but are not  limited  to:  general
economic,  financial and business conditions;  changes in government regulations
or regulatory  policies;  competition in the energy  services  sector;  regional
weather  conditions;  the availability and cost of natural gas;  development and
operating costs; the availability and terms of capital;  the business  abilities
and judgment of personnel;  the ability of the  Registrant and its suppliers and
customers to modify or redesign their  computer  systems to work properly in the
Year 2000;  the  Registrant's  ability  to grow its  business  through  customer
growth;  unanticipated  environmental  liabilities;  the  costs and  effects  of
unanticipated  legal  proceedings;  the impact of unusual items  resulting  from
ongoing evaluations of business strategies and asset valuations;  and changes in
business strategy.

Item 5.  Other events.

     Attached to this  report as Exhibit A is a copy of a release  dated May 28,
1999 by the Registrant with respect to the matters referred to therein.


                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                           THE PROVIDENCE GAS COMPANY



                                           By: /s/ Kenneth W. Hogan
                                               Vice President, Chief Financial
                                               Officer and Treasurer


Date:  June 9, 1999


<PAGE>


                                    Exhibit A

INVESTOR CONTACT:                  MEDIA CONTACT:
Timothy D. Green                   James A. Grasso
Director of Investor Relations     Vice President, Public and Government Affairs
(401) 272-5040 ext. 2224           (401) 272-5040 ext. 2340

FOR IMMEDIATE RELEASE

         PROVGAS ANNOUNCES NEXT STEP IN IMPLEMENTATION OF "ENERGIZE RI"
           Recovery Provisions of Innovative Regulatory Plan Affirmed

PROVIDENCE,  RI: May 28, 1999:  Providence Energy  Corporation (NYSE: PVY) today
announced that the Public Utilities Commission (RIPUC) has reviewed and affirmed
the previously announced settlement agreement,  dated March 3, 1999, between its
subsidiary, Providence Gas Company (ProvGas, or the Company) and the Division of
Public  Utilities  and Carriers (the  Division).  The  settlement  agreement was
reached after extensive  discovery and discussions and allows ProvGas to recover
up to  $2.45  million  in  revenue  losses  attributable  to  exogenous  changes
experienced by the Company.

The  mechanism  for the recovery is provided for under the terms of Energize RI,
an innovative  three-year  regulatory plan commenced in 1997 that is designed to
provide price  stability to customers,  improve system  reliability  and enhance
economic  development while stabilizing  earnings.  As an integral  component of
Energize  RI,  ProvGas  committed to  undertaking  a major  capital  expenditure
program that  includes  expanding its gas service into key growth areas in Rhode
Island,  updating and  computerizing  infrastructure  records and  replacing and
upgrading existing mains and services.  Because this capital expenditure program
requires  substantial  forward  commitments,  Energize  RI reduces  the  extreme
variability  in the  Company's  revenues  resulting  from  anomalies  and  other
unforeseen  events.  By  defining  as  "exogenous  changes"  those  "significant
increases or decreases in the Company's  costs or revenues  which are beyond the
Company's  reasonable control" and allowing ProvGas to account for their impact,
Energize RI  recognizes  that the Company does not have the option of suspending
capital expenditures to offset unanticipated revenue shortfalls.

ProvGas sought  recovery for two exogenous  changes that  significantly  reduced
revenues:  (1) severe  warmer-than-normal  temperatures;  and (2)  significantly
lower-than-expected  non-firm margins. The impact of warmer-than-normal  weather
in fiscal year 1998 (year ended September 30, 1998) was $4.0 million.  The level
of relative market pricing of natural gas versus  alternative  fuels,  primarily
oil,  resulted in a non-firm  margin  shortfall  of $1.6  million in fiscal year
1998.

"The winter weather in the northeast,  combined with the precipitous drop in oil
prices,  was far outside the norm we generally  experience in New England," said
James H. Dodge,  Chairman,  President and CEO, of ProvGas and  ProvEnergy.  "The
implementation  of this latest step and the settlement  agreement by the parties
to Energize RI address the stabilization  goals of the  program--recall  that we
lowered  rates by four  percent  initially  and froze rates at those  levels for
three years--and  demonstrates that the program functions for the benefit of all
constituencies. This recovery of the impact of exogenous changes will not result
in any rate increase during Energize RI."

ProvGas is Rhode Island's  largest  natural gas  distribution  company,  serving
160,000 homes and  businesses  in 25 Rhode Island cities and towns.  Its parent,
ProvEnergy,  is a  distributor  and  marketer of natural  gas,  heating oil, and
petroleum  products,  as well as a marketer of electricity and energy  services.
ProvEnergy's  goal is to provide  complete and  competitive  energy  services to
homes and  businesses  throughout  New  England.  In addition  to  ProvGas,  its
principal subsidiaries include ProvEnergy Services, Super Service Oil, and North
Attleboro Gas.

ProvEnergy  has paid cash dividends for 149 years,  an achievement  unmatched by
any other gas-distribution company in the United States.


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