<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________________________________________________
FORM 11-K
FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS
AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
_________________________________________________________________
(Mark one)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [Fee Required]
FOR YEAR ENDED DECEMBER 31, 1995
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [No fee required]
For the transition period from __________ to __________
_________________________________________________________________
COMMISSION FILE NUMBER 0-17605
A. Full title of the plan and the address of the plan, if
different from that of the issuer named below:
YANKEE ENERGY SYSTEM, INC.
401(k) EMPLOYEE STOCK OWNERSHIP PLAN
B. Name of issuer of the securities held pursuant to the plan
and the address of its principal executive office:
YANKEE ENERGY SYSTEM, INC.
599 Research Parkway
Meriden, CT 06450
<PAGE>
YANKEE ENERGY SYSTEM, INC.
401(k) EMPLOYEE STOCK OWNERSHIP PLAN
FINANCIAL STATEMENTS AND SCHEDULES
DECEMBER 31, 1995 AND 1994
TABLE OF CONTENTS
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
FINANCIAL STATEMENTS
Statement of Net Assets Available for
Benefits as of December 31, 1995
Statement of Net Assets Available for
Benefits as of December 31, 1994
Statement of Changes in Net Assets Available
for Benefits for the Year Ended December 31, 1995
Statement of Changes in Net Assets Available
for Benefits for the Year Ended December 31, 1994
Notes to Financial Statements and Schedules
SCHEDULES SUPPORTING FINANCIAL STATEMENTS
Item 27a - Schedule of Assets Held for
Investment Purposes
as of December 31, 1995
Item 27d - Schedule of Reportable Transactions
for the Year Ended December 31, 1995
All schedules, except as set forth above,
are omitted as not applicable or not required.
<PAGE>
[Letterhead of Arthur Andersen & Co. appears here]
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Plan Administrator of the
Yankee Energy System, Inc.
401(k) Employee Stock Ownership Plan:
We have audited the accompanying statements of net assets
available for benefits of Yankee Energy System, Inc. 401(k)
Employee Stock Ownership Plan (the Plan) as of December 31, 1995
and 1994, and the related statements of changes in net assets
available for benefits for the years then ended. These financial
statements and schedules referred to below are the responsibility
of the Plan'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 the management, as well as
evaluating the overall financial statement presentation. We
believe that 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 net assets
available for benefits of the Plan as of December 31, 1995 and
1994, and the changes in net assets available for benefits for
the years then ended in conformity with generally accepted
accounting principles.
Our audits were performed for the purpose of forming an opinion
on the basic financial statements taken as a whole. The
supplemental schedules of reportable transactions and assets held
for investment purposes are presented for the purpose of
additional analysis and are not a required part of the basic
financial statements but are supplementary information required
by the Department of Labor's Rules and Regulations for Reporting
and Disclosure under the Employee Retirement Income Security Act
of 1974. The Fund Information in the statements of net assets
available for benefits and the statements of changes in net
assets available for benefits is presented for purposes of
additional analysis rather than to present the net assets
available for plan benefits and changes in net assets available
for plan benefits of each fund. The supplemental schedules and
Fund information have been subjected to the auditing procedures
applied in the audit of the basic financial statements and, in
our opinion, are fairly stated in all material respects in
relation to the basic financial statements taken as a whole.
Arthur Andersen, LLP
Hartford, Connecticut
May 24, 1996
<PAGE>
<TABLE>
<CAPTION>
YANKEE ENERGY SYSTEM, INC.
401(k) EMPLOYEE STOCK OWNERSHIP PLAN
STATEMENT OF NET ASSETS AVAILABLE
FOR BENEFITS AS OF
DECEMBER 31, 1995
Merrill Lynch
Retirement
Cash Preservation
Fund Trust
<S> <C> <C>
ASSETS:
Cash $ - $ -
Short term investments - 7,512,415
Mutual funds - -
GIC Pooled funds - -
Common stock - -
Employer contributions
receivable - -
Employee contributions
receivable - 47,218
Accrued interest receivable - -
Accounts receivable - other - -
-------- ------------
Total assets - 7,559,633
-------- ------------
LIABILITIES:
Note payable - long term
Note payable - current
Accrued expenses
Accounts payable 38,043
-------- -----------
Total liabilities 38,043 -
-------- -----------
NET ASSETS AVAILABLE FOR
BENEFITS $(38,043) $7,559,633
========= ===========
</TABLE>
<TABLE>
<CAPTION>
Merrill Lynch
Growth Fund Northeast
Investment and Utilities
Retirement Stock
Class A Fund
<S> <C> <C>
ASSETS:
Cash $ - $ -
Short term investments - -
Mutual funds 3,879,539 -
GIC Pooled funds - -
Common stock - 2,919,374
Employer contributions
receivable - -
Employee contributions
receivable 32,639 -
Accrued interest receivable - -
Accounts receivable - other - -
----------- -----------
Total assets 3,912,178 2,919,374
----------- -----------
LIABILITIES:
Note payable - long term
Note payable - current
Accrued expenses
Accounts payable
---------- -----------
Total liabilities - -
---------- -----------
NET ASSETS AVAILABLE FOR
BENEFITS $3,912,178 $2,919,374
========== ===========
</TABLE>
<TABLE>
<CAPTION>
Merrill Merrill
Lynch Lynch
Basic Value Capital
Fund Fund
Class A Class A
<S> <C> <C>
ASSETS:
Cash $ - $ -
Short term investments - -
Mutual funds 2,179,247 1,254,357
GIC Pooled funds - -
Common stock - -
Employer contributions
receivable - -
Employee contributions
receivable 21,511 13,136
Accrued interest receivable - -
Accounts receivable - other - -
----------- -----------
Total assets 2,200,758 1,267,493
----------- -----------
LIABILITIES:
Note payable - long term
Note payable - current
Accrued expenses
Accounts payable
---------- -----------
Total liabilities - -
---------- -----------
NET ASSETS AVAILABLE FOR
BENEFITS $2,200,758 $1,267,493
========== ==========
</TABLE>
<TABLE>
<CAPTION>
Merrill
Lynch
YES, Inc. Global
Loan Allocation
Fund Fund Class A
<S> <C> <C>
ASSETS:
Cash $ - $ -
Short term investments 339,450 -
Mutual funds - 102,222
GIC Pooled funds - -
Common stock - -
Employer contributions
receivable - -
Employee contributions
receivable - 1,780
Accrued interest receivable - -
Accounts receivable - other - -
----------- -----------
Total assets 339,450 104,002
----------- -----------
LIABILITIES:
Note payable - long term
Note payable - current
Accrued expenses
Accounts payable
---------- -----------
Total liabilities - -
---------- -----------
NET ASSETS AVAILABLE FOR
BENEFITS $ 339,450 $ 104,002
========== ==========
</TABLE>
<TABLE>
<CAPTION>
YES, Inc.
YES, Inc. Voluntary
Allocation Stock
Fund Fund
<S> <C> <C>
ASSETS:
Cash $ - $ -
Short term investments - -
Mutual funds - -
GIC Pooled funds - -
Common stock 3,497,219 1,956,448
Employer contributions
receivable 520,568 -
Employee contributions
receivable - 12,775
Accrued interest receivable - -
Accounts receivable - other - -
----------- -----------
Total assets 4,017,787 1,969,223
----------- -----------
LIABILITIES:
Note payable - long term
Note payable - current
Accrued expenses
Accounts payable
---------- -----------
Total liabilities - -
---------- -----------
NET ASSETS AVAILABLE FOR
BENEFITS $4,017,787 $1,969,223
========== ==========
</TABLE>
<TABLE>
<CAPTION>
Loan 1995
Suspense Total
<S> <C> <C>
ASSETS:
Cash $ - $ -
Short term investments - 7,851,865
Mutual funds - 7,415,365
GIC Pooled funds - -
Common stock 3,160,921 11,533,962
Employer contributions
receivable - 520,568
Employee contributions
receivable - 129,059
Accrued interest receivable - -
Accounts receivable - other - -
----------- -----------
Total assets 3,160,921 27,450,819
----------- -----------
LIABILITIES:
Note payable - long term 1,000,000 1,000,000
Note payable - current 400,000 400,000
Accrued expenses -
Accounts payable 47,748 85,791
---------- -----------
Total liabilities 1,447,748 1,485,791
---------- -----------
NET ASSETS AVAILABLE FOR
BENEFITS $1,713,173 $25,965,028
========== ===========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
YANKEE ENERGY SYSTEM, INC.
401(k) EMPLOYEE STOCK OWNERSHIP PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
AS OF DECEMBER 31, 1994
Fleet Employee
Stable Contribution
Asset Fund Fund
ASSETS:
<S> <C> <C>
Cash $ - $ 133
Short-term investments - -
Mutual funds - -
GIC Pooled Funds 8,141,375 -
Common stock - -
Employee contributions
receivable - 149,392
Accrued interest receivable 43,567 -
Accounts receivable - other 62,000 -
---------- ----------
Total assets 8,246,942 149,525
---------- ----------
LIABILITIES:
Note payable-long term - -
Note payable-current - -
Accounts payable 10,579 -
---------- ----------
Total liabilities 10,579 -
---------- ----------
NET ASSETS AVAILABLE FOR
PLAN BENEFITS $ 8,236,363 $ 149,525
=========== ==========
</TABLE>
The accompanying notes are an integral part of these financial
statements.
<TABLE>
<CAPTION>
Employee
Stock Company Galaxy Equity
Match Fund Growth Fund
ASSETS:
<S> <C> <C>
Cash $ - $ 203
Short-term investments - 21,038
Mutual funds - 2,619,421
GIC Pooled Funds - -
Common stock 3,172,123 -
Employee contributions
receivable - -
Accrued interest receivable - -
Accounts receivable - other 32,246 -
------------ ----------
Total assets 3,204,369 2,640,662
------------ ----------
LIABILITIES:
Note payable-long term - -
Note payable-current - -
Accounts payable 5,389 -
------------ ----------
Total liabilities 5,389 -
------------ ----------
NET ASSETS AVAILABLE FOR
PLAN BENEFITS $3,198,980 $ 2,640,662
============ ==========
</TABLE>
The accompanying notes are an integral part of these financial
statements.
<TABLE>
<CAPTION>
Northeast
Utilities
Stock Russell Fixed
Fund Income Fund
ASSETS:
<S> <C> <C>
Cash $ 48,511 $ 146
Short-term investments - 25,000
Mutual funds - 898,174
GIC Pooled Funds - -
Common stock 3,007,400 -
Employee contributions
receivable - -
Accrued interest receivable - -
Accounts receivable - other 7,516 -
------------ ----------
Total assets 3,063,427 923,320
------------ ----------
LIABILITIES:
Note payable-long term - -
Note payable-current - -
Accounts payable 30,184 -
---------- ----------
Total liabilities 30,184 -
---------- ----------
NET ASSETS AVAILABLE FOR
PLAN BENEFITS $3,033,243 $ 923,320
========== ==========
</TABLE>
The accompanying notes are an integral part of these financial
statements.
<TABLE>
<CAPTION>
YES Share
Russell 1000 Voluntary
Index Fund Fund
ASSETS:
<S> <C> <C>
Cash $ 111 $ 155
Short-term investments 22,203 25,518
Mutual funds 1,320,492 -
GIC Pooled Funds - -
Common stock - 1,347,326
Employee contributions
receivable - -
Accrued interest receivable - -
Accounts receivable - other - -
------------ ----------
Total assets 1,342,806 1,372,999
------------ ----------
LIABILITIES:
Note payable-long term - -
Note payable-current - -
Accounts payable - -
----------- ----------
Total liabilities - -
----------- ----------
NET ASSETS AVAILABLE FOR
PLAN BENEFITS $ 1,342,806 $1,372,999
============ ==========
</TABLE>
The accompanying notes are an integral part of these financial
statements.
<TABLE>
<CAPTION>
Employer Stock Loan
Match Fund Fund
ASSETS:
<S> <C> <C>
Cash $ 15 $ 23
Short-term investments - 46,766
Mutual funds - -
GIC Pooled Funds - -
Common stock - 2,727,624
Employee contributions
receivable - -
Accrued interest receivable - -
Accounts receivable - other - -
------------ ----------
Total assets 15 2,774,413
------------ ----------
LIABILITIES:
Note payable-long term - 1,400,000
Note payable-current - 400,000
Accounts payable - -
----------- ---------
Total liabilities - $1,800,000
----------- ----------
NET ASSETS AVAILABLE FOR
PLAN BENEFITS $ 15 $ 974,413
============ ==========
</TABLE>
The accompanying notes are an integral part of these financial
statements.
<TABLE>
<CAPTION>
1994
Total
ASSETS:
<S> <C>
Cash $ 49,297
Short-term investments 140,525
Mutual funds 4,838,087
GIC Pooled Funds 8,141,375
Common stock 10,254,473
Employee contributions
receivable 149,392
Accrued interest receivable 43,567
Accrued interest - other 101,762
------------
Total assets 23,718,478
------------
LIABILITIES:
Note payable-long term 1,400,000
Note payable-current 400,000
Accounts payable 46,152
------------
Total liabilities 1,846,152
------------
NET ASSETS AVAILABLE FOR
PLAN BENEFITS $21,872,326
===========
</TABLE>
The accompanying notes are an integral part of these financial
statements.
<PAGE>
<TABLE>
<CAPTION>
YANKEE ENERGY SYSTEM, INC.
EMPLOYEE STOCK OWNERSHIP PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE
FOR BENEFITS AS OF
DECEMBER 31, 1995
Merrill Lynch
Retirement
Cash Preservation
Fund Trust
<S> <C> <C>
ADDITIONS:
Employee contributions
and rollovers $ 484 $ 313,456
Employer contributions 75 40,688
Interfund transfers in - 701,762
Earnings -
Interest 1,976 294,991
Dividends - 236,084
Realized gain (loss) - -
Unrealized gain (loss) - (22,877)
--------------- ---------------
Total additions 2,535 1,564,104
--------------- ---------------
DEDUCTIONS:
Interfund transfers out - 1,087,104
Benefit payments 40,578 1,212,743
Interest expense - -
--------------- ---------------
Total deductions 40,578 2,299,847
--------------- ---------------
Net increase (decrease)
in net assets
available for
plan benefits (38,043) (735,743)
NET ASSETS AVAILABLE FOR
BENEFITS AT BEGINNING
OF YEAR - 8,295,376
--------------- ---------------
NET ASSETS AVAILABLE FOR
BENEFITS AT END OF YEAR $ (38,043) $ 7,559,633
================ ===============
</TABLE>
<TABLE>
<CAPTION>
Merrill Lynch
Growth Fund Northeast
Investment and Utilities
Retirement Stock
Class A Fund
<S> <C> <C>
ADDITIONS:
Employee contributions
and rollovers $ 188,709 $ -
Employer contributions 11,886 -
Interfund transfers in 577,708 659
Earnings -
Interest 7,725 5,000
Dividends 373,003 185,707
Realized gain (loss) 863,491 160,463
Unrealized gain (loss) (481,778) 188,451
--------------- ---------------
Total additions 1,540,744 540,280
--------------- ---------------
DEDUCTIONS:
Interfund transfers out 113,178 263,290
Benefit payments 187,699 390,859
Interest expense - -
--------------- ---------------
Total deductions 300,877 654,149
--------------- ---------------
Net increase (decrease)
in net assets
available for
plan benefits 1,239,867 (113,869)
NET ASSETS AVAILABLE FOR
BENEFITS AT BEGINNING
OF YEAR 2,672,311 3,033,243
--------------- ---------------
NET ASSETS AVAILABLE FOR
BENEFITS AT END OF YEAR $ 3,912,178 $ 2,919,374
================ ===============
</TABLE>
<TABLE>
<CAPTION>
Merrill Lynch
Basic Value Merrill Lynch
Fund Capital Fund
Class A Class A
<S> <C> <C>
ADDITIONS:
Employee contributions
and rollovers $ 131,978 $ 79,756
Employer contributions 7,445 5,832
Interfund transfers in 547,983 236,685
Earnings -
Interest 5,022 2,929
Dividends 99,439 100,563
Realized gain (loss) 272,856 80,609
Unrealized gain (loss) 62,859 45,714
--------------- ---------------
Total additions 1,127,582 552,088
--------------- ---------------
DEDUCTIONS:
Interfund transfers out 116,244 84,509
Benefit payments 153,386 139,107
Interest expense - -
--------------- ---------------
Total deductions 269,630 233,616
--------------- ---------------
Net increase (decrease)
in net assets
available for
plan benefits 857,952 328,472
NET ASSETS AVAILABLE FOR
BENEFITS AT BEGINNING
OF YEAR 1,342,806 939,021
--------------- ---------------
NET ASSETS AVAILABLE FOR
BENEFITS AT END OF YEAR $ 2,200,758 $ 1,267,493
================ ===============
</TABLE>
<TABLE>
<CAPTION>
Merrill Lynch
YES, Inc. Global
Loan Allocation
Fund Fund Class A
<S> <C> <C>
ADDITIONS:
Employee contributions
and rollovers $ - $ 5,102
Employer contributions - 406
Interfund transfers in (3,796) 95,271
Earnings -
Interest - 30
Dividends - 6,303
Realized gain (loss) - -
Unrealized gain (loss) - (3,034)
--------------- ---------------
Total additions (3,796) 104,078
--------------- ---------------
DEDUCTIONS:
Interfund transfers out (343,246) 76
Benefit payments - -
Interest expense - -
--------------- ---------------
Total deductions (343,246) 76
--------------- ---------------
Net increase (decrease)
in net assets
available for
plan benefits 339,450 104,002
NET ASSETS AVAILABLE FOR
BENEFITS AT BEGINNING
OF YEAR - -
--------------- ---------------
NET ASSETS AVAILABLE FOR
BENEFITS AT END OF YEAR $ 339,450 $ 104,002
================ ===============
</TABLE>
<TABLE>
<CAPTION>
YES, Inc.
YES, Inc. Voluntary
Allocation Stock
Fund Fund
<S> <C> <C>
ADDITIONS:
Employee contributions
and rollovers $ - $ 87,135
Employer contributions 568,448 11,106
Interfund transfers in - 303,057
Earnings -
Interest 57,913 1,687
Dividends 91,380 63,138
Realized gain (loss) (7,508) 2,495
Unrealized gain (loss) 484,326 261,367
--------------- ---------------
Total additions 1,194,559 729,985
--------------- ---------------
DEDUCTIONS:
Interfund transfers out - 132,980
Benefit payments 375,767 43,943
Interest expense - -
--------------- ---------------
Total deductions 375,767 176,923
--------------- ---------------
Net increase (decrease)
in net assets
available for
plan benefits 818,792 553,062
NET ASSETS AVAILABLE FOR
BENEFITS AT BEGINNING
OF YEAR 3,198,995 1,416,161
--------------- ---------------
NET ASSETS AVAILABLE FOR
BENEFITS AT END OF YEAR $ 4,017,787 $ 1,969,223
================ ===============
</TABLE>
<TABLE>
<CAPTION>
Loan 1995
Suspense Total
<S> <C> <C>
ADDITIONS:
Employee contributions
and rollovers $ 974,201 $ 1,780,821
Employer contributions 110,986 756,872
Interfund transfers in - 2,459,329
Earnings -
Interest 27,680 404,953
Dividends 117,186 1,272,803
Realized gain (loss) - 1,372,406
Unrealized gain (loss) 713,832 1,248,860
--------------- ---------------
Total additions 1,943,885 9,296,044
--------------- ---------------
DEDUCTIONS:
Interfund transfers out 1,005,194 2,459,329
Benefit payments - 2,544,082
Interest expense 199,931 199,931
--------------- ---------------
Total deductions 1,205,125 5,203,342
--------------- ---------------
Net increase (decrease)
in net assets
available for
plan benefits 738,760 4,092,702
NET ASSETS AVAILABLE FOR
BENEFITS AT BEGINNING
OF YEAR 974,413 21,872,326
--------------- ---------------
NET ASSETS AVAILABLE FOR
BENEFITS AT END OF YEAR $ 1,713,173 $25,965,028
================ ===============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
YANKEE ENERGY SYSTEM, INC.
401(k) EMPLOYEE STOCK OWNERSHIP PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1994
Employee
Fleet Stable Contribution
Asset Fund Fund
ADDITIONS:
<S> <C> <C>
Employee contributions
and rollovers $ 28,284 $1,567,735
Employer contributions - -
Interfund transfers in 922,510 -
Earnings -
Interest 472,810 975
Dividends - -
Reimbursement Income/Other - -
Realized gain (loss) 1,425,245 31
Unrealized gain (loss) (1,425,245) (31)
------------- ------------
Total additions 1,423,604 1,568,710
------------ ------------
DEDUCTIONS:
Interfund transfers out 1,804,831 1,551,398
Benefit payments 811,705 -
Interest expense - -
------------ ----------
Total deductions 2,616,536 1,551,398
------------ ----------
Net increase (decrease) in
net assets available for
plan benefits (1,192,932) 17,312
NET ASSETS AVAILABLE FOR PLAN
BENEFITS AT BEGINNING OF YEAR 9,429,295 132,213
------------ ----------
NET ASSETS AVAILABLE FOR PLAN
BENEFITS AT END OF YEAR $ 8,236,363 $ 149,525
=========== ==========
</TABLE>
The accompanying notes are an integral part of these financial
statements.
<TABLE>
<CAPTION>
Employee Galaxy
Stock Company Equity
Match Fund Growth Fund
ADDITIONS:
<S> <C> <C>
Employee contributions
and rollovers $ - $ 16,152
Employer contributions 252,171 -
Interfund transfers in 605,065 355,599
Earnings -
Interest 3,011 1,058
Dividends 147,827 84,259
Reimbursement Income/Other - 878
Realized gain (loss) (367,948) (49,786)
Unrealized gain (loss) 14,410 (19,099)
------------ -----------
Total additions 654,536 389,061
------------ -----------
DEDUCTIONS:
Interfund transfers out 400,000 287,477
Benefit payments 213,506 292,820
Interest expense - -
------------ ----------
Total deductions 613,506 580,297
------------ ----------
Net increase (decrease) in
net assets available for
plan benefits 41,030 (191,236)
NET ASSETS AVAILABLE FOR PLAN
BENEFITS AT BEGINNING OF YEAR 3,157,950 2,831,898
------------ -----------
NET ASSETS AVAILABLE FOR PLAN
BENEFITS AT END OF YEAR $ 3,198,980 $2,640,662
============ ===========
</TABLE>
The accompanying notes are an integral part of these financial
statements.
<TABLE>
<CAPTION>
Northeast
Utilities
Stock Russell Fixed
Fund Income Fund
ADDITIONS:
<S> <C> <C>
Employee contributions
and rollovers $ - $ 1,601
Employer contributions - -
Interfund transfers in 67 1,024,387
Earnings -
Interest 842 928
Dividends 255,163 -
Reimbursement Income/Other - -
Realized gain 632,074 -
Unrealized gain (loss) (1,099,696) (27,379)
------------ ----------
Total additions (211,550) 999,537
------------ ----------
DEDUCTIONS:
Interfund transfers out 1,205,268 71,630
Benefit payments 494,360 4,587
Interest expense - -
------------ ----------
Total deductions 1,699,628 76,217
------------ ----------
Net increase (decrease) in
net assets available for
plan benefits (1,911,178) 923,320
NET ASSETS AVAILABLE FOR PLAN
BENEFITS AT BEGINNING OF YEAR 4,944,421 -
------------ ----------
NET ASSETS AVAILABLE FOR PLAN
BENEFITS AT END OF YEAR $ 3,033,243 $ 923,320
============ ==========
</TABLE>
The accompanying notes are an integral part of these financial
statements.
<TABLE>
<CAPTION>
YES Share
Russell 1000 Voluntary
Index Fund Fund
ADDITIONS:
<S> <C> <C>
Employee contributions
and rollovers $ 8,670 $ 20,060
Employer contributions - -
Interfund transfers in 1,395,674 1,466,684
Earnings -
Interest 1,675 4,055
Dividends - 61,081
Reimbursement Income/Other - -
Realized gain - 6,166
Unrealized gain (loss) 9,748 (116,029)
------------ -----------
Total additions 1,415,767 1,442,017
------------ -----------
DEDUCTIONS:
Interfund transfers out 58,974 8,193
Benefit payments 13,987 60,825
Interest expense - -
------------ ----------
Total deductions 72,961 69,018
------------ ----------
Net increase (decrease) in
net assets available for
plan benefits 1,342,806 1,372,999
NET ASSETS AVAILABLE FOR PLAN
BENEFITS AT BEGINNING OF YEAR - -
------------ ----------
NET ASSETS AVAILABLE FOR PLAN
BENEFITS AT END OF YEAR $ 1,342,806 $1,372,999
============ ==========
</TABLE>
The accompanying notes are an integral part of these financial
statements.
<TABLE>
<CAPTION>
Employer Stock Loan
Match Fund Fund
ADDITIONS:
<S> <C> <C>
Employee contributions
and rollovers $ - $ -
Employer contributions 177,033 336,528
Interfund transfers in - 400,000
Earnings -
Interest 121 129
Dividends - 184,638
Reimbursement Income/Other - -
Realized gain 7 325,919
Unrealized gain (loss) (7) (1,051,358)
------------ -----------
Total additions 177,154 195,856
------------ -----------
DEDUCTIONS:
Interfund transfers out 177,152 605,063
Benefit payments - -
Interest expense - 242,142
------------ ----------
Total deductions 177,152 847,205
------------ ----------
Net increase (decrease) in
net assets available for
plan benefits 2 (651,349)
NET ASSETS AVAILABLE FOR
PLAN AT BEGINNING OF YEAR 13 1,625,762
------------ ----------
NET ASSETS AVAILABLE FOR
PLAN AT END OF YEAR $ 15 $ 974,413
============ ==========
</TABLE>
The accompanying notes are an integral part of these financial
statements.
<TABLE>
<CAPTION>
1994
Total
ADDITIONS:
<S> <C>
Employee contributions
and rollovers $ 1,642,502
Employer contributions 765,732
Interfund transfers in 6,169,986
Earnings -
Interest 485,604
Dividends 732,968
Reimbursement Income/Other 878
Realized gain 1,971,708
Unrealized gain (loss) (3,714,686)
------------
Total additions 8,054,692
------------
DEDUCTIONS:
Interfund transfers out 6,169,986
Benefit payments 1,891,790
Interest expense 242,142
------------
Total deductions 8,303,918
------------
Net increase (decrease) in
net assets available for
plan benefits (249,226)
NET ASSETS AVAILABLE FOR
PLAN AT BEGINNING OF YEAR 22,121,552
-------------
NET ASSETS AVAILABLE FOR
PLAN AT END OF YEAR $ 21,872,326
=============
</TABLE>
The accompanying notes are an integral part of these financial
statements.
<PAGE>
YANKEE ENERGY SYSTEM, INC.
401(k) EMPLOYEE STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1995 AND 1994
1. Establishment of The Plan:
The Yankee Energy System, Inc. 401(k) Employee Stock
Ownership Plan (the Plan) was established and effective on
July 1, 1989 (the effective date) following the divestiture
of the gas business of the Connecticut Light and Power
Company (CL&P), a wholly owned subsidiary of Northeast
Utilities (NU) and the related creation of Yankee Energy
System, Inc. (YES). Each transferred gas employee
participating in the Northeast Utilities Tax Reduction Act
Employee Stock Ownership Plan (TRAESOP), Payroll Based
Employee Stock Ownership Plan (PAYSOP) or Supplemental
Retirement Savings Plan became a participant in the Plan
effective July 1, 1989. Participant account balances and
$7,203,056 in assets were transferred to the Plan on the
effective date. The assets were comprised of NU common stock
and cash.
2. Plan Description:
The following description of the Plan provides only general
information. Participants should refer to the Plan agreement
for a more complete description of the Plan's provisions.
The Plan is a 401(k) Employee Stock Ownership Plan
established to provide benefits to eligible employees.
Participation in the Plan is voluntary. Union-employees
become eligible to participate on the first day of the month
following the completion of one year of service. Non-union
employees become eligible to participate on the first day of
the month following the completion of six months of service.
Effective July 1, 1995, Merrill Lynch became trustee of the
Plan. All assets were transferred from the funds at Fleet
Bank, N.A. into comparable Merrill Lynch funds on that date.
Therefore, the net assets available for benefits at beginning
of year on the statement of changes in net assets available
for benefits as of December 31, 1995 represent the comparable
fund balances at Fleet Bank N.A. at December 31, 1994.
The Plan consists of ten funds as follows:
Cash Fund -
Represents a cash fund which is used as a temporary
account for overnight transactions and features an
investment sweep option to earn interest daily.
Merrill Lynch Retirement Preservation Trust -
Provides preservation of participants' investments,
liquidity and current income that is typically higher
than money market funds.
Merrill Lynch Growth Fund for Investment and Retirement
Class A -
Invests in securities, primarily equities.
Northeast Utilities Stock Fund -
Account maintains Northeast Utilities stock belonging
to transferred CL&P and Northeast Utilities Service
Company (NUSCO) employees formerly participating in
the NU Supplemental Retirement Savings Plan.
Merrill Lynch Basic Value Fund Class A -
Invests in securities, primarily equities.
Merrill Lynch Capital Fund Class A -
Invests in equity securities, corporate bonds and
money market securities.
YES Loan Fund -
Represents a clearing account for participant loans.
Merrill Lynch Global Allocation Fund Class A -
Invests in U.S. and foreign equity, debt and money
market securities.
YES, Inc. Allocation Fund -
Represents the employer matching fund which invests in
Yankee Energy System, Inc. common stock.
YES, Inc. Voluntary Stock Fund -
Invests in Yankee Energy System, Inc. common stock.
Participants contribute between 1% and 12% of compensation
subject to limitations set forth by the Plan. Investment of
employee contributions in the various funds is at the
employees' discretion. YES matches 100% of non-union
employee pre-tax contributions annually up to 3% of
compensation and 50% of union employee pre-tax contributions
each month up to 5% of compensation.
Unless a participant elects otherwise, benefit distributions
are made in a lump sum not later than sixty days following
the end of the Plan year following the later of the
participant's 65th birthday, the 10th anniversary of the date
on which participation commenced or the termination of
employment. In the event of the death of a participant prior
to distribution, benefits will be paid to a designated
beneficiary in a lump sum. Distribution will commence not
later than 90 days following the Plan year end in which the
participant attains age 70 and one half years.
Non-union employees become 100% vested upon commencing
participation in the Plan. Union employees shall at all
times be fully vested in employee contributions and will vest
in the employer contributions in accordance with the
following schedule:
<TABLE>
<CAPTION>
Years of Service Vesting %
<C> <C>
1 20%
2 40%
3 60%
4 80%
5 or more 100%
</TABLE>
The account balances of union employees, as of June 3, 1989,
formerly participating in the NU Supplemental Retirement
Savings Plan and NU TRAESOP and PAYSOP became fully vested on
July 1, 1989.
Not withstanding the foregoing, union participants shall be
fully vested in employer contributions upon reaching age 65
or in the event of death or total disability. Any union
employee forfeitures will be used to reduce future employer
contributions.
3. Summary of Significant Accounting Policies:
Basis of accounting -
The accompanying financial statements of the Plan have been
prepared on the accrual basis of accounting. Negative cash
balances have been reclassified to accounts payable in the
accompanying financial statements.
Administrative Expenses -
Per section 19.09 of the Plan all administrative expenses of
the Plan are paid from the Plan assets unless paid by the
Company. Administrative expenses of approximately $50,000
and $52,000 were paid by the Company in 1995 and 1994,
respectively.
Valuation of Investments -
The Plan's investments are stated at fair value. Securities
traded on the national securities exchange are valued at the
last reported sales price on the last business day of the
plan year. Investments traded in the over-the-counter market
and listed securities for which no sale was reported on that
date are valued at the last reported bid price. Guaranteed
investment contracts are valued at contract value.
Transactions within all funds are executed by the Plan
trustee. The accompanying Schedule of Assets Held for
Investment Purposes reflects valuations as of December 31,
1995.
Use of Estimates in the Preparation of Financial Statements -
The preparation of financial statements in conformity with
generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could
differ from those estimates.
Reclassifications -
Certain prior year amounts have been classified to conform
with current year classifications.
4. Investments:
The fair market value of individual investments that
represent 5% or more of the Plan's total net assets as of
December 31, 1995 and 1994 are as follows:
<TABLE>
<CAPTION>
1995 1994
<S> <C> <C>
Yankee Energy System, Inc. common stock $8,614,588 $7,247,073
Northeast Utilities common stock 2,919,374 3,007,400
GIC Pooled Funds - 8,141,375
Mutual Funds - Merrill Lynch Growth Fund
Investment and Retirement Class A 3,879,539 -
Mutual Funds - Galaxy Equity Growth
Class H - 2,619,421
Mutual Funds - Russell Frank Investment
Company 1000 Index - 1,320,492
Merrill Lynch Retirement Preservation
Trust Money Market 7,512,415 -
Mutual Funds - Merrill Lynch Basic Value
Fund Class A 2,179,247 -
</TABLE>
During 1995, the Plan's investments appreciated in fair value
by $2,621,266, as follows:
<TABLE>
<CAPTION
Net Appreciation
(Depreciation)
in Fair Value
During Year
Year ended December 31, 1995:
Fair value as determined by quoted market value:
<S> <C>
Short-term investments $ (22,877)
Mutual funds 1,554,549
YES, Inc. Common Stock 740,680
NU Common Stock 348,914
----------
$2,621,266
==========
</TABLE>
During 1994, the Plan's investments depreciated in fair value
by $1,742,978, as follows:
<TABLE>
<CAPTION>
Net Appreciation
(Depreciation)
in Fair Value
During Year
Year ended December 31, 1994:
Fair value as determined by quoted market value:
<S> <C>
Mutual funds $ (86,516)
YES, Inc. Common Stock (1,188,840)
NU Common Stock (467,622)
-----------
$(1,742,978)
===========
</TABLE>
5. Note Payable:
The Plan has secured a $4,000,000 loan from a commercial bank
to Fleet Bank, N.A., the former trustee, the proceeds of
which were used to buy YES common stock for the Plan. YES
has guaranteed the loan. The loan will be repaid over a ten
year period ending July 1, 1999 at $400,000 per year plus
interest at a rate of 10.38%. Employer non-union matching
contributions are used to make annual principal payments.
Interest is paid from the earnings of the YES, Inc. loan
fund. As the loan is paid down, an equivalent amount of YES
stock, which serves as collateral, is released and allocated
to participants.
6. Tax Status:
The Plan has received a favorable letter of determination
from the Internal Revenue Service (IRS) stating that it
qualifies as tax exempt under Section 501(a) of the Internal
Revenue Code. The Plan has been amended since receiving the
letter of determination in order to comply with subsequent
legislation. The Company believes that the Plan continues to
qualify and to operate as designed.
7. Voting Rights:
Each participant is entitled to exercise voting rights
attributable to the shares allocated to his account and is
notified by the Trustee prior to the time that such rights
are to be exercised. The Trustee is not permitted to vote
any share for which instructions have not been given by a
participant. The Trustee is required, however, to vote any
unallocated shares on behalf of the collective best interest
of plan participants and beneficiaries.
8. Termination of the Plan:
YES may suspend, terminate, or completely discontinue
contributions under the Plan with respect to its employees
subject to the provisions of ERISA relating to plan
terminations.
Upon termination or partial termination of the Plan, the
rights of all affected participants to their accounts to the
date of such termination shall be fully vested to the extent
funded.
9. Plan Amendment:
The Plan was amended during 1995 to increase the maximum
supplemental contribution for participants from 10% to 12% of
compensation. The amendment also created a loan option for
participants to borrow up to the lesser of 50% of the
participants vested interest in his total account or $50,000,
reduced by the highest outstanding balance of loans from the
Plan during the one-year period preceding the date of the
loan.
10. Reconciliation to Form 5500:
As of December 31, 1995 and 1994, the Plan had approximately
$5,000 and $135,010, respectively, of pending distributions
to participants who elected to withdraw from the operation
and earnings of the Plan. These amounts are recorded as a
liability in the Plan's Form 5500; however, these amounts are
not recorded as a liability in accordance with generally
accepted accounting principles.
The following table reconciles net assets available for
benefits per the financial statements to the Form 5500 as
filed by the Company for the year ended December 31, 1995:
<TABLE>
<CAPTION>
Benefits Net Assets
Payable to Benefits Available for
Participants Paid Benefits
<S> <C> <C> <C>
Per financial
statements $ - $2,544,082 $25,965,028
Accrued benefit
payments 5,000 5,000 (5,000)
Reversal of 1994
accrual for benefit
payments - (135,010) -
-------- ---------- -----------
Per Form 5500 $ 5,000 $2,414,072 $25,960,028
======== ========== ===========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
YANKEE ENERGY SYSTEM, INC.
401(k) EMPLOYEE STOCK OWNERSHIP PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT
PURPOSES
AS OF DECEMBER 31, 1995
EIN 06 1236430
Plan Number 001
1995 1995
Cost Market
<S> <C> <C>
*Yankee Energy System, Inc.
common stock $ 7,463,169 $ 8,614,588
Northeast Utilities common stock 2,713,490 2,919,374
----------- -----------
Total common stock 10,176,659 11,533,962
----------- -----------
*Merrill Lynch Growth Fund
Investment and Retirement
Class A - Mutual Fund 3,996,033 3,879,539
*Merrill Lynch Basic Value Fund
Class A - Mutual Fund 2,103,887 2,179,247
*Merrill Lynch Capital Fund
Class A - Mutual Fund 1,235,686 1,254,357
*Merrill Lynch Global Allocation
Fund Class A - Mutual Fund 105,256 102,222
----------- -----------
Total mutual funds 7,440,862 7,415,365
----------- -----------
*Merrill Lynch Retirement
Preservation Trust - Money Market 7,512,415 7,512,415
YES, Inc. Loan Fund - Money Market 339,450 339,450
----------- -----------
Total short term investments 7,851,865 7,851,865
----------- -----------
Total investments $25,469,386 $26,801,192
=========== ===========
</TABLE>
*Indicates a party in interest.
The accompanying notes are an integral part of this schedule.
<PAGE>
<TABLE>
<CAPTION>
YANKEE ENERGY SYSTEM, INC.
401(k) EMPLOYEE STOCK OWNERSHIP PLAN
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1995
EIN 06 1236430
Plan Number 001
(a) Identity of (b) Description (c) Purchase
party involved of asset price
<S> <C> <C>
*Fleet Bank, N.A. Short-term investment
fund
165 transactions $21,081,986
156 transactions -
*Yankee Energy System, Common stock
Inc. 16 transactions 7,080,217
51 transactions -
Northeast Utilities Common stock
6 transactions 2,810,687
5 transactions -
*Fleet Bank, N.A. Stable Asset Fund
11 transactions 823,651
7 transactions -
Russell Frank Invest- Mutual Funds
ment Co. 1000 Index 4 transactions 150,320
2 transactions -
*Fleet Bank, N.A. Galaxy Equity Growth Class H
7 transactions 182,150
3 transactions -
*Merrill Lynch Growth Fund Investment
and Retirement Class A
27 transactions 3,138,583
25 transactions -
*Merrill Lynch Capital Fund Class A
21 transactions 1,049,479
19 transactions -
*Merrill Lynch Basic Value Fund Class A
25 transactions 1,752,794
22 transactions -
*Merrill Lynch Retirement and Preservation
Trust Money Market
67 transactions 8,955,977
60 transactions -
</TABLE>
*Indicates a party in interest.
The accompanying notes are an integral part of this
schedule.
<TABLE>
<CAPTION>
(a) Identity of (b) Description (d) Selling
party involved of asset price
<S> <C> <C>
*Fleet Bank, N.A. Short-term investment
fund
165 transactions -
156 transactions $21,222,511
*Yankee Energy System, Common stock
Inc. 16 transactions -
51 transactions 288,641
Northeast Utilities Common stock
6 transactions -
5 transactions 959,689
*Fleet Bank, N.A. Stable Asset Fund
11 transactions -
7 transactions 9,027,026
Russell Frank Invest- Mutual Funds
ment Co. 1000 Index 4 transactions -
2 transactions 1,732,998
*Fleet Bank, N.A. Galaxy Equity Growth Class H
7 transactions -
3 transactions 3,321,744
*Merrill Lynch Growth Fund Investment
and Retirement Class A
27 transactions -
25 transactions 98,452
*Merrill Lynch Capital Fund Class A
21 transactions -
19 transactions 93,606
*Merrill Lynch Basic Value Fund Class A
25 transactions -
22 transactions 56,378
*Merrill Lynch Retirement and Preservation
Trust Money Market
67 transactions -
60 transactions 1,443,561
</TABLE>
*Indicates a party in interest.
The accompanying notes are an integral part of this
schedule.
<TABLE>
<CAPTION>
(a) Identity of (b) Description (e) Lease
party involved of asset Rental
<S> <C> <C>
*Fleet Bank, N.A. Short-term investment
fund
165 transactions -
156 transactions -
*Yankee Energy System, Common stock
Inc. 16 transactions -
51 transactions -
Northeast Utilities Common stock
6 transactions -
5 transactions -
*Fleet Bank, N.A. Stable Asset Fund
11 transactions -
7 transactions -
Russell Frank Invest- Mutual Funds
ment Co. 1000 Index 4 transactions -
2 transactions -
*Fleet Bank, N.A. Galaxy Equity Growth Class H
7 transactions -
3 transactions -
*Merrill Lynch Growth Fund Investment
and Retirement Class A
27 transactions -
25 transactions -
*Merrill Lynch Capital Fund Class A
21 transactions -
19 transactions -
*Merrill Lynch Basic Value Fund Class A
25 transactions -
22 transactions -
*Merrill Lynch Retirement and Preservation
Trust Money Market
67 transactions -
60 transactions -
</TABLE>
*Indicates a party in interest.
The accompanying notes are an integral part of this
schedule.
<TABLE>
<CAPTION>
(a) Identity of (b) Description (f) Expense
party involved of asset Incurred with
Transaction
<S> <C> <C>
*Fleet Bank, N.A. Short-term investment
fund
165 transactions -
156 transactions -
*Yankee Energy System, Common stock
Inc. 16 transactions -
51 transactions -
Northeast Utilities Common stock
6 transactions -
5 transactions -
*Fleet Bank, N.A. Stable Asset Fund
11 transactions -
7 transactions -
Russell Frank Invest- Mutual Funds
ment Co. 1000 Index 4 transactions -
2 transactions -
*Fleet Bank, N.A. Galaxy Equity Growth Class H
7 transactions -
3 transactions -
*Merrill Lynch Growth Fund Investment
and Retirement Class A
27 transactions -
25 transactions -
*Merrill Lynch Capital Fund Class A
21 transactions -
19 transactions -
*Merrill Lynch Basic Value Fund Class A
25 transactions -
22 transactions -
*Merrill Lynch Retirement and Preservation
Trust Money Market
67 transactions -
60 transactions -
</TABLE>
*Indicates a party in interest.
The accompanying notes are an integral part of this
schedule.
<TABLE>
<CAPTION>
(a) Identity of (b) Description (g)Cost of
party involved of asset
Asset
<S> <C> <C>
*Fleet Bank, N.A. Short-term investment
fund
165 transactions -
156 transactions $21,222,511
*Yankee Energy System, Common stock
Inc. 16 transactions -
51 transactions 295,539
Northeast Utilities Common stock
6 transactions -
5 transactions 813,812
*Fleet Bank, N.A. Stable Asset Fund
11 transactions -
7 transactions 9,027,026
Russell Frank Invest- Mutual Funds
ment Co. 1000 Index 4 transactions -
2 transactions 1,461,065
*Fleet Bank, N.A. Galaxy Equity Growth Class H
7 transactions -
3 transactions 2,462,701
*Merrill Lynch Growth Fund Investment
and Retirement Class A
27 transactions -
25 transactions 95,092
*Merrill Lynch Capital Fund Class A
21 transactions -
19 transactions 90,232
*Merrill Lynch Basic Value Fund Class A
25 transactions -
22 transactions 55,614
*Merrill Lynch Retirement and Preservation
Trust Money Market
67 transactions -
60 transactions 1,443,561
</TABLE>
*Indicates a party in interest.
The accompanying notes are an integral part of this
schedule.
<TABLE>
<CAPTION>
(a) Identity of (b) Description (h)Current value
party involved of asset of Asset on
transaction date
<S> <C> <C>
*Fleet Bank, N.A. Short-term investment
fund
165 transactions $21,081,986
156 transactions $21,222,511
*Yankee Energy System, Common stock
Inc. 16 transactions 7,080,217
51 transactions 288,641
Northeast Utilities Common stock
6 transactions 2,810,687
5 transactions 959,689
*Fleet Bank, N.A. Stable Asset Fund
11 transactions 823,651
7 transactions 9,027,206
Russell Frank Invest- Mutual Funds
ment Co. 1000 Index 4 transactions 150,320
2 transactions 1,732,998
*Fleet Bank, N.A. Galaxy Equity Growth Class H
7 transactions 182,150
3 transactions 3,321,744
*Merrill Lynch Growth Fund Investment
and Retirement Class A
27 transactions 3,138,583
25 transactions 98,452
*Merrill Lynch Capital Fund Class A
21 transactions 1,049,479
19 transactions 93,606
*Merrill Lynch Basic Value Fund Class A
25 transactions 1,752,794
22 transactions 56,378
*Merrill Lynch Retirement and Preservation
Trust Money Market
67 transactions 8,955,977
60 transactions 1,443,561
</TABLE>
*Indicates a party in interest.
The accompanying notes are an integral part of this
schedule.
<TABLE>
<CAPTION>
(a) Identity of (b) Description (i)Net gain
party involved of asset or (loss)
<S> <C> <C>
*Fleet Bank, N.A. Short-term investment
fund
165 transactions -
156 transactions -
*Yankee Energy System, Common stock
Inc. 16 transactions -
51 transactions (6,898)
Northeast Utilities Common stock
6 transactions -
5 transactions 145,877
*Fleet Bank, N.A. Stable Asset Fund
11 transactions -
7 transactions -
Russell Frank Invest- Mutual Funds
ment Co. 1000 Index 4 transactions -
2 transactions 271,933
*Fleet Bank, N.A. Galaxy Equity Growth Class H
7 transactions -
3 transactions 859,043
*Merrill Lynch Growth Fund Investment
and Retirement Class A
27 transactions -
25 transactions 3,360
*Merrill Lynch Capital Fund Class A
21 transactions -
19 transactions 3,374
*Merrill Lynch Basic Value Fund Class A
25 transactions -
22 transactions 764
*Merrill Lynch Retirement and Preservation
Trust Money Market
67 transactions -
60 transactions -
</TABLE>
*Indicates a party in interest.
The accompanying notes are an integral part of this
schedule.
<PAGE>
Pursuant to the requirements of the Securities Exchange Act of
1934, the Form 11-K has been signed below by the following
persons in the capacities indicated.
Date Title Signature
June 27, 1996 Chairman, President and /s/Branko Terzic
Chief Executive Officer ----------------------
Branko Terzic
June 27, 1996 Vice President and /s/Michael E. Bielonko
Chief Financial Officer ----------------------
Michael E. Bielonko
June 27, 1996 Controller /s/Nicholas A. Rinaldi
----------------------
Nicholas A. Rinaldi
June 27, 1996 Director /s/ Sanford Cloud, Jr.
----------------------
Sanford Cloud, Jr.
June 27, 1996 Director /s/ Eileen S. Kraus
-----------------------
Eileen S. Kraus
June 27, 1996 Director /s/Frederick M. Lowther
-----------------------
Frederick M. Lowther
June 27, 1996 Director /s/ Leonard A. O'Connor
-----------------------
Leonard A. O'Connor
June 27, 1996 Director /s/ Emery G. Olcott
-----------------------
Emery G. Olcott
June 27, 1996 Director /s/ Nicholas L. Trivisonno
--------------------------
Nicholas L. Trivisonno
June 27, 1996 Director /s/ Patricia M. Worthy
-----------------------
Patricia M. Worthy
