Rule 424(b)(1)
Registration No. 33-55283
360,000 SHARES
(LOGO)
CONNECTICUT NATURAL GAS CORPORATION
COMMON STOCK
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Outstanding shares of the Common Stock of Connecticut Natural Gas
Corporation are, and the shares of Common Stock offered hereby will be,
listed on the New York Stock Exchange under the symbol "CTG". The reported
closing price of the Common Stock on such Exchange on September 27, 1994
was $22 3/4 per share.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE COMMISSION NOR HAS THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
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Underwriting
Price to Discounts and Proceeds to
Public Commissions (1) Company (2)
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Per Share................ $22.75 $.88 $21.87
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Total (3)................ $8,190,000 $316,800 $7,873,200
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<FN>
(1) See "Underwriting."
(2) Before deducting expenses estimated at $137,900, which are payable by
the Company.
(3) The Company has granted the Underwriters an option to purchase up to an
additional 40,000 shares within 30 days of the date of this Prospectus
solely to cover over-allotments. If such option is exercised in full,
the Total Price to Public, Underwriting Discounts and Commissions and
Proceeds to Company will be $9,100,000, $352,000 and $8,748,000,
respectively. See "Underwriting."
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The shares of Common Stock are offered by the Underwriters, subject to
prior sale, when, as and if delivered to and accepted by the Underwriters,
and subject to their right to reject orders in whole or in part. It is
expected that delivery of the Common Stock will be made at the offices of A.
G. Edwards & Sons, Inc. on or about October 5, 1994.
A.G. Edwards & Sons, Inc. Edward D. Jones & Co.
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THE DATE OF THIS PROSPECTUS IS SEPTEMBER 28, 1994
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON
STOCK OF THE COMPANY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN
THE OPEN MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON THE NEW YORK STOCK
EXCHANGE, IN THE OVER-THE-COUNTER MARKET OR OTHERWISE. SUCH STABILIZING, IF
COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
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COMPANY FRANCHISE AREAS
(MAP)
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 ("1934 Act") and in accordance therewith
files reports and other information with the Securities and Exchange
Commission ("SEC"). Reports, proxy statements and other information filed
by the Company can be inspected and copied at the public reference
facilities of the SEC, Judiciary Plaza, 450 Fifth Street, N.W., Washington,
D.C. 20549, as well as the following Regional Offices: 7 World Trade Center,
Suite 1300, New York, New York 10048; and Northwestern Atrium Center, 500
West Madison Street, Suite 1400, Chicago, Illinois 60661-2511. Such
material can also be inspected at the New York Stock Exchange. Copies can
be obtained by mail at prescribed rates. Requests should be directed to the
SEC's Public Reference Section, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D. C. 20549.
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PROSPECTUS SUMMARY
The following summary is qualified in its entirety by the information
appearing elsewhere in this Prospectus and by the more detailed information
and consolidated financial statements and notes thereto which have been
incorporated by reference herein. (See "Incorporation of Certain Documents
by Reference.") Unless indicated otherwise, the information in this
Prospectus assumes that the Underwriters' over-allotment option is not
exercised.
THE COMPANY
Connecticut Natural Gas Corporation (the "Company"), a Connecticut
corporation organized in 1848, is a public utility engaged primarily in the
distribution and sale of natural gas in Hartford and 20 other cities and
towns in Central Connecticut and in Greenwich, Connecticut. The Company
provides gas service to approximately 140,000 customers. The Company's
subsidiary operations also provide other energy related products and
services in downtown Hartford. During the twelve months ended June 30, 1994
gas operating revenues accounted for approximately 92% of total operating
revenues and were comprised of approximately 53% residential, 35% commercial
and industrial (including cogeneration), 10% off system sales and 2%
transportation throughput.
THE OFFERING
Common Stock offered by the Company...... 360,000 shares
Common Stock outstanding after the
offering(a).......................... 9,899,079 shares
NYSE symbol.............................. CTG
1994 price range (through September 27,
1994)............................... $22 3/4 to $32 1/4
Closing price on September 27, 1994....... $22 3/4
Current indicated annual dividend rate... $1.48
Book value per share on June 30, 1994 ... $15.25
Use of proceeds.......................... To repay short-term borrowings and provide
working capital
<FN>
(a) Based on the number of shares outstanding as of September 26, 1994.
SUMMARY CONSOLIDATED FINANCIAL INFORMATION
(in thousands, except per share data)
TWELVE
MONTHS
ENDED
FISCAL YEARS ENDED SEPTEMBER 30, JUNE 30,
-------------------------------- 1994
1991 1992 1993 (UNAUDITED)
INCOME STATEMENT: ---- ---- ---- ---------
Operating Revenues.................... $ 213,825 $ 236,189 $ 265,337 $ 292,830
Operating Income ..................... $ 24,353 $ 27,899 $ 28,186 $ 30,975
Net Income Applicable to Common Stock:
Continuing Operations........... $ 12,273 $ 15,197 $ 16,788 $ 17,978
Discontinued Operations and Gain
on Disposal................... 517 - - -
Accounting Change............... 1,779 - - -
--------- --------- --------- ---------
Total......................... $ 14,569 $ 15,197 $ 16,788 $ 17,978
========= ========= ========= =========
Earnings Per Average Common Share:
Continuing Operations........... $ 1.44 $ 1.75 $ 1.76 $ 1.88
Discontinued Operations and Gain
on Disposal................... .06 - - -
Accounting Change............... .21 - - -
-------- -------- -------- --------
Total......................... $ 1.71 $ 1.75 $ 1.76 $ 1.88
======== ======== ======== ========
Dividends Paid Per Common Share....... $ 1.40 $ 1.44 $ 1.46 $ 1.48
JUNE 30, 1994 (UNAUDITED)
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ACTUAL PERCENTAGE AS ADJUSTED(a) PERCENTAGE
CAPITALIZATION: ------ ---------- -------------- ----------
Long-Term Debt (excluding current
maturities)...................... $ 136,497 48.2% $ 156,497 50.3%
Preferred Stock, Not Subject to
Mandatory Redemption............. 939 0.3 939 0.3
Common Stock Equity................. 145,930 51.5 153,665 49.4
--------- ----- --------- -----
Total Capitalization................ $ 283,366 100.0% $ 311,101 100.0%
========= ===== ========= =====
Short-Term Debt (b)................. $ 24,806 $ 6,406
<FN> ========= =========
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(a) Adjusted for (i) the issuance of the Common Stock offered hereby at an
offering price of $22 3/4 and the use of proceeds resulting therefrom
and (ii) $15,000 used to repay short-term debt from the July and
August, 1994 issuances of Medium Term Notes. (See "Use of Proceeds"
and "Recent Developments - Long-term Debt.")
(b) Includes current portion of long-term debt of $4,006 and $2,400 of
nonregulated short-term debt.
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THE COMPANY
Connecticut Natural Gas Corporation (the "Company"), a Connecticut
corporation organized in 1848, is a public utility engaged primarily in the
distribution and sale of natural gas in Hartford and 20 other cities and
towns in Central Connecticut and in Greenwich, Connecticut. The Company
provides gas service to approximately 140,000 customers. During the twelve
months ended June 30, 1994 gas operating revenues accounted for
approximately 92% of total operating revenues and were comprised of
approximately 53% residential, 35% commercial and industrial (including
cogeneration), 10% off system sales and 2% transportation throughput.
The Company has three wholly-owned subsidiaries. Energy Networks
Incorporated ("ENI") is the Company's principal nonregulated subsidiary.
ENI, and its wholly-owned subsidiary, The Hartford Steam Company, are
primarily engaged in providing steam and hot water for heating and chilled
water for cooling to a significant number of large buildings in the
downtown and capitol areas of Hartford, Connecticut through an underground
pipe system. CNG Realty Corp. is a single purpose corporation which owns
the Company's Operating and Administrative Center located in downtown
Hartford, Connecticut. This facility is leased to the Company. ENI
Transmission Company owns the Company's 2.4% share in the Iroquois Gas
Transmission System Limited Partnership.
The Company's gas distribution business is subject to regulation by the
Connecticut Department of Public Utility Control ("DPUC") as to franchises,
rates, standards of service, issuance of securities, safety practices and
certain other matters. Under Connecticut law, the Company's subsidiaries
are not public service companies and consequently are not subject to
regulation by the DPUC. The regulation of interstate sales of natural gas
is under the jurisdiction of the Federal Energy Regulatory Commission.
The Company's headquarters are located in its Operating and
Administrative Center, 100 Columbus Boulevard, Hartford, Connecticut 06103;
telephone number (203) 727-3000.
SEASONALITY
The Company's operations are seasonal. Most of the Company's gas
revenues and related operating expenses occur during the winter heating
season, October to April. Accordingly, earnings are highest during the
first and second quarters of the fiscal year, which begins on October 1,
and the third and fourth quarters frequently show a net loss. Only 12.2%,
15.0% and 15.1% of each fiscal year's operating revenues were realized
during the fourth quarter of 1991, 1992 and 1993, respectively, and the
Company recorded net losses of $.41, $.40 and $.29, per share, respectively
in the fourth quarter of these fiscal years. The Company anticipates that
it will record a similar net loss for the fourth quarter of fiscal 1994.
- 4 -
RECENT DEVELOPMENTS
Long-term Debt
In July, 1994 the Company issued $10,000,000 of unsecured Medium Term
Notes ("MTNs") at 7.82%, due 2004, with no call provisions or sinking fund
requirements. In August, 1994 the Company issued $5,000,000 of unsecured
MTNs at 8.12%, due 2014 with no call provisions or sinking fund
requirements and $5,000,000 of unsecured MTNs at 8.49%, due 2024, callable
after 2004, with no sinking fund requirements. The proceeds were used by
the regulated operations to refinance $15,000,000 of existing short-term
debt and the remaining $5,000,000 for working capital. The average
interest rate of the retired short-term debt was 4.85%.
Early Retirement Program
The Company announced an early retirement program in August, 1994. The
estimated expenses associated with the program will be recognized by the
Company in the fourth quarter of 1994. This program will not have a
material impact on results of operations for the fiscal year 1994.
- 5 -
USE OF PROCEEDS
The net proceeds from the sale of the 360,000 shares of Common Stock
offered hereby are estimated at $7,735,300 ($8,610,100 if the Underwriters'
over-allotment option is exercised in full) and will be used to repay
short-term borrowings of the Company's regulated gas operations, primarily
attributable to the Company's construction program for the maintenance,
replacement, upgrade, purchase, acquisition and construction of properties
and facilities. The balance will be added to working capital to fund the
purchase of gas inventories in anticipation of the 1994-1995 winter heating
season and for general operations. At August 26, 1994, the Company's
regulated gas operations had $16,800,000 of short-term debt obligations
outstanding (excluding the current portion of long-term debt). The
weighted average interest rate on these debt obligations was 5.03% at
August 26, 1994 and the credit agreements for these debt obligations expire
from February 20, 1995 to March 30, 1996. The Company does not anticipate
using the proceeds from the sale of the Common Stock offered hereby to
reduce short-term debt related to the nonregulated operations.
Pending application of the proceeds, the Company may make temporary
investments in interest bearing investments, including certificates of
deposit, commercial paper, money-market accounts, comparable short-term
investments or government obligations.
CONSTRUCTION PROGRAM
On a consolidated basis, the Company completed a $25,531,000 capital
construction program in fiscal 1993, including $22,696,000 of capital
expenditures for regulated gas operations and $2,835,000 of capital
expenditures for nonregulated operations. The majority of the regulated
operations capital expenditures were related to the addition of facilities
to serve new customers and for distribution system maintenance and
upgrades. The majority of the nonregulated capital expenditures were made
for system maintenance and upgrades.
In addition, during 1993 the regulated operations completed the two-
year development and implementation of a customer information system and a
distribution/construction information system. The total cost of these
systems was $14,600,000 of which $7,700,000 was expended during 1993.
The fiscal 1994 capital budget totals $31,800,000 and is comprised of
$28,400,000 of regulated operations construction and $3,400,000 of capital
expenditures for nonregulated operations. Planned regulated operations
construction expenditures are for facilities to serve new customers and for
system maintenance and upgrades. Planned nonregulated construction
additions reflect system maintenance and upgrades and compliance with Clean
Air Act requirements.
During the nine months ended June 30, 1994, the Company expended
$14,695,000 for capital improvements. The Company expects to expend the
balance of its 1994 capital budget by the end of the fiscal year. The
Company's capital budgets for the fiscal years 1995 and 1996 are expected
to be approximately $29,300,000 and $31,300,000, respectively, with
approximately 90% and 94% of the expenditures being incurred in 1995 and
1996, respectively, for construction of improvements and additions to the
regulated gas operations.
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COMMON STOCK DIVIDENDS AND PRICE RANGE
The Company has paid quarterly cash dividends without interruption on
shares of its Common Stock since 1851. Future dividends will depend upon
future earnings, the financial condition of the Company and other factors.
Reference is made to "Description of Common Stock" contained in the
Company's Registration Statement on Form S-2, filed August 31, 1989 and
incorporated herein by reference, for information concerning certain
restrictions on the payment of dividends on the Common Stock.
The Company maintains an automatic Dividend Reinvestment Plan (the
"Plan") under which holders of Common Stock and each class or series of
Preferred Stock may elect to receive shares of Common Stock in lieu of
their common or preferred cash dividends. Generally, all shareholders with
shares registered in their own names are entitled to participate in the
Plan. Participating shareholders may also contribute optional amounts up
to $5,000 per quarter to the purchase of additional shares of Common Stock.
The Company pays all costs of administering the Plan. Shareholders should
obtain a prospectus with respect to the Plan from the Company before
participating in the Plan. All shares acquired through the Plan and any or
all other shares owned by record holders can be deposited with the
Company's transfer agent, Chemical Bank, for safekeeping, whether or not
dividends on the shares are reinvested.
The following table sets forth for the periods indicated the reported
high and low sales prices on the New York Stock Exchange, as reported in
the New York Stock Exchange Quarterly Market Statistics report (except
prices for the 1994 quarter ending September 30, which are as reported by
Spear, Leeds, Kellogg), and the quarterly dividends declared per share.
PRICE RANGE
-----------------------------
DIVIDENDS
FISCAL YEAR HIGH LOW PER SHARE
----------- ---- --- ---------
1992:
Quarter Ended December 31,............. $21 1/2 $19 5/8 $.36
Quarter Ended March 31, ............... 21 5/8 20 1/2 .36
Quarter Ended June 30,................. 22 1/2 20 .36
Quarter Ended September 30,............ 25 22 1/2 .36
1993:
Quarter Ended December 31,............. 28 3/8 23 .36
Quarter Ended March 31, ............... 29 5/8 26 7/8 .36
Quarter Ended June 30,................. 30 1/2 26 1/4 .37
Quarter Ended September 30,............ 32 3/8 27 5/8 .37
1994:
Quarter Ended December 31,............. 32 1/4 28 .37
Quarter Ended March 31, ............... 31 3/4 23 7/8 .37
Quarter Ended June 30,................. 28 5/8 24 .37
Quarter Ending September 30 (through
September 27, 1994),................ 26 3/8 22 3/4 .37
On July 26, 1994 the Company's Board of Directors approved a cash
dividend of $.37 per share payable September 30, 1994 to shareholders of
record on September 16, 1994. The shares of Common Stock offered hereby
will not be entitled to receive such dividend.
The last reported sales price for the Common Stock on the New York Stock
Exchange Composite Tape, as of September 27, 1994 was $22 3/4.
As of September 27, 1994, there were approximately 9,500 holders of
record of the Company's Common Stock.
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UNDERWRITING
Subject to the terms and conditions of an Underwriting Agreement
among the Company and A.G. Edwards & Sons, Inc. and Edward D. Jones & Co.,
the Underwriters have severally agreed to purchase from the Company the
aggregate number of shares of the Company's Common Stock set forth opposite
their respective names below.
Number
Underwriter of Shares
----------- ---------
A.G. Edwards & Sons, Inc. . . . . . . . . . . . . . 180,000
Edward D. Jones & Co. . . . . . . . . . . . . . . . 180,000
-------
Total . . . . . . . . . . . . . . . . . . . . . 360,000
=======
Pursuant to the terms of the Underwriting Agreement, the Underwriters
will acquire the shares of Common Stock offered hereby from the Company at
the public offering price set forth on the cover page hereof less the
underwriting discounts and commissions set forth on the cover page. The
Underwriters propose to offer the shares to the public at the public
offering price set forth on the cover page. Some of the shares offered to
the public will be sold to certain dealers at the public offering price
less a dealers' concession not in excess of $.50 per share. The
Underwriters and such dealers may allow a discount not in excess of $.10
per share to other dealers. After the shares are released for sale to the
public, the public offering price and other terms may be varied by the
Underwriters.
The nature of the obligations of the Underwriters is such that if any
of the shares offered hereby are purchased, all of such shares must be
purchased.
The Company has granted to the Underwriters an option for 30 days to
purchase (at the public offering price less the underwriting discounts and
commissions shown on the cover page of this Prospectus) up to 40,000
additional shares. The Underwriters may exercise such option only to cover
over-allotments of shares made in connection with the sale of the shares
offered hereby. To the extent the Underwriters exercise such option, each
of the Underwriters will have a firm commitment, subject to certain
conditions, to purchase approximately the same percentage of the option
shares that the number of shares of Common Stock to be purchased by it
shown in the above table bears to 360,000, and the Company will be
obligated, pursuant to the option, to sell such shares to the Underwriters.
The Company has agreed that it will not, for 90 days from and after
the date of this Prospectus, sell, offer to sell, or otherwise dispose of,
directly or indirectly, any shares of capital stock of the Company (other
than shares offered hereby, shares issuable pursuant to a plan for
employees or shareholders in effect on the date of this Prospectus,
including the executive restricted stock plan, Common Stock issued pursuant
to the Company's Dividend Reinvestment Plan and Common Stock issuable on
exercise of options outstanding on the date of this Prospectus) without the
prior written consent of the Underwriters.
A.G. Edwards & Sons, Inc. is a party to a placement agency agreement
with the Company pursuant to which it acted as a placement agent for the
Company's issuances of MTNs in July and August, 1994. The placement agency
agreement contemplates future issuances of MTNs when and if approved by the
DPUC.
The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended, or to contribute to payments the Underwriters may be required to
make in respect thereof.
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LEGAL OPINIONS
Legal matters in connection with the issuance of the Common Stock will
be passed upon by Murtha, Cullina, Richter and Pinney, Hartford,
Connecticut. Certain legal matters will be passed upon for the
Underwriters by Peper, Martin, Jensen, Maichel and Hetlage, St. Louis,
Missouri.
EXPERTS
The consolidated financial statements included or incorporated by
reference in this Prospectus and elsewhere in the registration statement
have been audited by Arthur Andersen & Co., independent public accountants,
as indicated in their report with respect thereto, and are included herein
in reliance upon the authority of said firm as experts in giving said
report.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, heretofore filed by the Company with the
Commission pursuant to the 1934 Act, are hereby incorporated by reference,
except as superseded or modified herein:
1. The Company's Annual Report on Form 10-K for the fiscal year ended
September 30, 1993, filed on December 28, 1993, as amended by 10-K
Amendment No. 1, filed on June 28, 1994;
2. The Company's Quarterly Reports on Form 10-Q for the quarters ended
December 31, 1993, March 31, 1994 and June 30, 1994;
3. The Company's current reports on Form 8-K, filed on December 1, 1993 and
May 23, 1994;
4. The Company's Proxy Statement, dated December 22, 1993; and
5. The description of Common Stock contained in the Company's Registration
Statement on Form S-2, filed August 31, 1989 (Registration No. 33-
30771).
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
or 15(d) of the 1934 Act after the date of this Prospectus and prior to the
termination of this offering shall be deemed to be incorporated by
reference in this Prospectus and to be a part hereof from the date of
filing of such documents.
The information relating to the Company contained in this Prospectus
does not purport to be comprehensive and must be read together with the
information contained in the documents listed above which have been
incorporated by reference. Any statement contained in a document
incorporated by reference or deemed to be incorporated by reference herein
shall be modified or superseded, for purposes of this Prospectus, to the
extent that a statement contained herein or in any subsequently filed
document which is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute part of
this Prospectus. The Company will provide without charge to each person to
whom a copy of this Prospectus is delivered, upon the written or oral
request of any such person, a copy of any document described above (other
than exhibits). Requests for such copies should be directed to: Office of
the Vice President - Corporate Services and General Counsel & Secretary,
Connecticut Natural Gas Corporation, P. O. Box 1500, Hartford, Connecticut
06144-1500, (203) 727-3459.
APPENDIX - DESCRIPTION OF GRAPHIC AND IMAGE MATERIAL
On the inside cover of the Prospectus, under the heading Company Franchise
Areas is a map which includes a darkly shaded State of Connecticut and
lighter areas which represent the portions of the state which are included
in the Company's franchise areas. The two major cities in the franchise
areas are identified by a dot to mark their approximate geographic location
and by the name, Hartford or Greenwich, printed near the appropriate dot.
The three pipelines serving the Company's Franchise areas, Tennessee Gas
Pipeline Company, Algonquin Gas Transmission Company and Iroquois Pipeline,
are drawn on the map, each with a different symbol.
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NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS
IN CONNECTION WITH THIS OFFERING OTHER THAN
THOSE CONTAINED IN THIS PROSPECTUS AND, IF
GIVEN OR MADE, SUCH OTHER INFORMATION AND 360,000 SHARES
REPRESENTATIONS MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY THE COMPANY OR THE
UNDERWRITERS. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER
SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY
IMPLICATION THAT THERE HAS BEEN NO CHANGE IN
THE AFFAIRS OF THE COMPANY SINCE THE DATE (LOGO)
HEREOF OR THAT THE INFORMATION CONTAINED
HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT
TO ITS DATE. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY ANY CONNECTICUT NATURAL
SECURITIES OTHER THAN THE REGISTERED GAS CORPORATION
SECURITIES TO WHICH IT RELATES. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO COMMON STOCK
SELL OR A SOLICITATION OF AN OFFER TO BUY
SUCH SECURITIES IN ANY CIRCUMSTANCES IN
WHICH SUCH OFFER OR SOLICITATION IS
UNLAWFUL. -------------------
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TABLE OF CONTENTS PROSPECTUS
Page -------------------
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Company Franchise Areas............... 2
Available Information................. 2
Prospectus Summary.................... 3
The Company........................... 4
Seasonality........................... 4
Recent Developments................... 5
Use of Proceeds....................... 6
Construction Program.................. 6
Common Stock Dividends and Price Range 7
Underwriting.......................... 8
Legal Opinions........................ 9 A.G. Edwards & Sons, Inc.
Experts............................... 9
Incorporation of Certain Documents by Edward D. Jones & Co.
Reference........................... 9
September 28, 1994
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