SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant (X)
Filed by a Party other than the Registrant ( )
Check the appropriate box:
( ) Preliminary Proxy Statement
(X) Definitive Proxy Statement
( ) Definitive Additional Materials
( ) Soliciting Material pursuant to Rule 14a-11(c) or Rule 14a-12
CONNECTICUT NATURAL GAS CORPORATION
.................................................................
(Name of Registrant as Specified In Its Charter)
VICTORIA KOLYVAS
.......................................................................
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
(X) $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-
6(j)(2).
( ) $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
( ) Fee computed on table below per Exchange Act Rules
14a-6(i)(4) and 0-11.
1) Title of each class or securities to which transaction applies:
...............................................................
2) Aggregate number of securities to which transaction applies:
...............................................................
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:_/
...............................................................
4) Proposed maximum aggregate value of transaction:
...............................................................
_/ Set forth the amount on which the filing fee is calculated and state
how it was determined.
( ) Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing for which the
offsetting fee was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule and the date
of its filing.
1) Amount Previously Paid:
...............................................................
2) Form, Schedule or Registration Statement No.:
...............................................................
3) Filing Party:
...............................................................
4) Date Filed:
...............................................................
(LOGO) CONNECTICUT NATURAL GAS CORPORATION - P.O. BOX 1500 -
100 COLUMBUS BOULEVARD - HARTFORD, CONN. 06144-1500 - (203) 727-3000
January 12, 1996
Dear Shareholder:
You are cordially invited to attend the Annual Meeting of Connecticut
Natural Gas Corporation Shareholders, scheduled to be held on Tuesday,
February 27, 1996, at the office of the Company, 100 Columbus Boulevard,
Hartford, Connecticut, commencing at 10:30 a.m. Your Board of Directors and
management look forward to greeting personally those shareholders able to
attend. Parking will be available.
At the meeting you will be asked to elect six Directors and to ratify
the appointment of the Company's independent public accountants.
You are requested to give prompt attention to these matters which are
more fully described in the accompanying Proxy Statement. You are urged to
read them carefully. Your Board of Directors recommends a vote "FOR"
Proposals 1 and 2.
REGARDLESS OF THE NUMBER OF SHARES YOU OWN, IT IS IMPORTANT THAT THEY BE
REPRESENTED AND VOTED AT THE MEETING, WHETHER OR NOT YOU PLAN TO ATTEND.
ACCORDINGLY, YOU ARE REQUESTED TO EXERCISE YOUR VOTE, SIGN, DATE AND MAIL
THE ENCLOSED PROXY. A postage prepaid return envelope is provided for your
convenience.
Your interest and participation in the affairs of the Company are
sincerely appreciated.
Sincerely,
BY S/ VICTOR H. FRAUENHOFER
Victor H. Frauenhofer
Chairman, President &
Chief Executive Officer
(LOGO)
CONNECTICUT NATURAL GAS CORPORATION
P.O. Box 1500, 100 Columbus Boulevard, Hartford, Connecticut 06144-1500
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
January 12, 1996
TO THE SHAREHOLDERS:
The Annual Meeting of Shareholders of CONNECTICUT NATURAL GAS
CORPORATION will be held at the office of the Company, 100 Columbus
Boulevard, Hartford, Connecticut, on Tuesday, February 27, 1996, at 10:30
a.m., for the following purposes:
1.To elect six Directors;
2.To ratify the appointment of a firm of independent public accountants to
audit the books and records of the Company for the fiscal year ending
September 30, 1996 and;
3.To transact such other business as may properly come before the meeting.
The Board of Directors has fixed the close of business on January 2, 1996
as the record date for the purpose of determining shareholders who are
entitled to notice of and to vote at the meeting.
Admission to the Meeting will be by Admission Ticket only. If you are a
shareholder of record or an Employee Savings Plan participant and plan to
attend, please detach your Proxy from your Admission Ticket and present the
ticket for admission to the meeting. If your shares are not registered in
your own name, please advise the shareholder of record (your bank, broker,
etc.) that you wish to attend. That firm will request an Admission Ticket
for you or will provide you with evidence of your ownership that will
enable you to gain admittance to the Meeting.
BY S/ R. L. BABCOCK
Reginald L. Babcock, Vice President,
General Counsel & Secretary
Please fill in, sign, date and mail the accompanying proxy without
delay, even if you expect to be present in person at the Meeting.
CONNECTICUT NATURAL GAS CORPORATION
P.O. Box 1500, 100 Columbus Boulevard, Hartford, Connecticut 06144-1500
PROXY STATEMENT
SOLICITATION OF PROXIES
The accompanying proxy is solicited by the Board of Directors of the
Company for use at the Annual Meeting of Shareholders on February 27, 1996.
The proxy, when signed and received by the Secretary prior to the meeting,
will be voted unless revoked. Any shareholder giving a proxy has the power
to revoke it at any time prior to voting, by giving written notice of
revocation to the Secretary, submitting a properly executed proxy of later
date, or attending the meeting and voting in person. The proxy will be
voted as specified thereon. Unless specifically directed otherwise, all
properly executed proxies will be voted for the election of directors and
for the ratification of the appointment of the indicated auditors.
If a shareholder participates in the Company's Dividend Reinvestment
Plan, any shares held in his or her account will be voted in accordance
with the proxy returned by the shareholder unless other instructions are
received.
Only shareholders of record at the close of business on January 2, 1996
will be entitled to vote at the meeting. On that date there were 9,931,112
shares of Common Stock and 139,160 shares of $3.125 Par Preferred Stock
issued and outstanding, the holders of which are entitled to one vote per
share. There is no provision in the Company's Charter for cumulative
voting.
The outstanding Common Stock and $3.125 Par Preferred Stock of the
Company represented at the meeting will constitute a quorum for the
transaction of business. Under Connecticut law and the governing
instruments of the Company, the affirmative vote of a majority of the
voting power of the shares represented at the meeting which are entitled to
vote is required to elect directors and ratify the appointment of
independent auditors. As a result, abstentions will have the same effect as
negative votes. If a broker or other record holder or nominee indicates on
a proxy that it does not have authority as to certain shares to vote on a
particular matter, those shares will not be considered as present and
entitled to vote with respect to that matter.
The cost of solicitation of proxies will be paid by the Company. In
addition to the solicitation by use of the mail, directors, officers or
regular employees of the Company may solicit proxies personally or by
telephone or telegraph, and the Company may request persons holding stock
for others in their names or in the names of nominees to obtain proxies
from and send proxy material to their principals, and it may reimburse such
persons for their expense in so doing. The Company has retained the firm of
D.F. King & Co., Inc. to aid in the solicitation of proxies, for which
services the Company will pay a fee not exceeding $8,500, plus
out-of-pocket disbursements.
The Company's Annual Report for the fiscal year ended September 30, 1995
is being mailed together with this Proxy Statement.
1
ITEM 1 --
ELECTION OF DIRECTORS
The Company's Board of Directors is divided into three classes, and each
class of directors is elected for a three year term. At each Annual Meeting
of Shareholders, directors are elected to succeed those in the class whose
terms are expiring.
The terms of the Class III directors are scheduled to expire on the date
of the Annual Meeting. Mrs. Bennett, Mrs. Hamilton, Mr. Levenson, and Mr.
Thomas have been nominated to succeed themselves as Class III directors. If
elected, they will each fill three year terms that expire at the Annual
Meeting of Shareholders to be held in 1999 or when their successors are
elected and qualified. Mr. Shima, also a current Class III director, has
been nominated as a Class II director in order that the directors be
allocated to the three classes as evenly as possible. Mr. Shima will fill
the remaining two year term of the Class II directors that expires at the
Annual Meeting of Shareholders to be held in 1998.
The Board of Directors has a policy which requires an incumbent director
who has reached the age of 70 to submit his or her resignation as a
director effective as of the date of the Annual Meeting of Shareholders of
the Company following the date of such director's 70th birthday. Mr.
Angelo Tomasso, Jr. who was elected a Class II director at the Annual
Meeting of Shareholders held in 1995, reached the age of 70 during the past
year. Accordingly he has submitted his resignation, which will become
effective as of the date of the Annual Meeting. The Board has nominated
Michael W. Tomasso to serve as successor director. If elected, he will
serve for the remaining term of the Class II directors, which is scheduled
to expire at the Annual Meeting to be held in 1998 or when their successors
are elected and qualified.
The election of directors is being presented to shareholders as a single
proposal. A vote for all nominees represents a vote for the election to the
Company's Board of Directors of the nominees for Class III and Class II
directors.
IT IS INTENDED THAT VOTES WILL BE CAST PURSUANT TO THE ENCLOSED PROXY
FOR THE ELECTION OF THE SIX NOMINEES SET FORTH BELOW UNLESS AUTHORITY TO
VOTE FOR ONE OR MORE OF THE NOMINEES IS WITHHELD BY SUCH PROXY, IN WHICH
CASE IT IS INTENDED THAT VOTES WILL BE CAST FOR THOSE NOMINEES, IF ANY,
WITH RESPECT TO WHOM AUTHORITY HAS NOT BEEN WITHHELD. FIVE OF THE SIX
NOMINEES ARE NOW MEMBERS OF THE BOARD OF DIRECTORS. MRS. BENNETT, MRS.
HAMILTON, MR. LEVENSON, MR. SHIMA, AND MR. THOMAS WERE ELECTED AS DIRECTORS
AT THE ANNUAL MEETING HELD JANUARY 26, 1993 FOR TERMS OF THREE YEARS. IN
THE EVENT THAT ANY OF THE NOMINEES SHOULD BECOME UNABLE OR UNWILLING TO
SERVE AS A DIRECTOR, A CONTINGENCY WHICH MANAGEMENT HAS NO REASON TO
EXPECT, IT IS INTENDED THAT THE PROXY WILL BE VOTED, UNLESS AUTHORITY IS
WITHHELD, FOR THE ELECTION OF SUCH PERSON, IF ANY, AS SHALL BE DESIGNATED
BY THE BOARD OF DIRECTORS. THE PROXY CANNOT BE VOTED FOR MORE THAN SIX
NOMINEES.
2
BIOGRAPHICAL INFORMATION
The biographical information which follows includes the names and
photographs of the nominees for Class II and Class III directorships and of
incumbent Class I and Class II directors; the principal current occupation
or employment of each for the past five years, the number of shares of
stock of the Company reported by each as beneficially owned, directly or
indirectly, as of November 1, 1995, the year each person became a director
of the Company, the age of the director, the Board Committee(s) on which
each serves, and the principal directorships held by such persons and other
affiliations.
NOMINEES FOR CLASS III DIRECTORS FOR TERMS COMMENCING IN 1996 AND EXPIRING IN 1999
----------------------------------------------------------------------------------
Name, Age
Year Elected a Director,
Shares Owned and
Board Committee Principal Occupation and Other Information
Membership ------------------------------------------
---------- Principal
Law Offices of Bessye W. Bennett
(PHOTO) Bloomfield, Connecticut
------------------------------------------------------------------
Mrs. Bennett is a 1958 graduate of Radcliffe College with a B.A.
Degree in Government, cum laude. She also holds an M.A. Degree in
BESSYE W. BENNETT, 57 Education from Trinity College and a J.D. degree from the
1987 University of Connecticut Law School. She has been in corporate
513 common shares practice as Associate Counsel and Assistant Vice President at
Audit Committee Society for Savings and from 1983 to 1984 as General Counsel to
Committee on Directors the Connecticut State Employees Retirement Commission. From 1985
to 1991 she served as part-time Deputy Town Attorney for the Town
of Bloomfield and from 1992 to 1993 as the Chairman of the
Connecticut Commission on Victim Services. Since 1993 Ms. Bennett
has been engaged in the private practice of law. She also serves
as a Corporator of the Hartford Public Library, St. Francis
Hospital and Medical Center/Mt. Sinai Hospital and The Bushnell
and as a trustee of Hartford College for Women, the Hartford
Symphony Orchestra, the YMCA and the New Samaritan Corporation.
She is also a director of The Trust Company of Connecticut.
3
Name, Age
Year Elected a Director,
Shares Owned and Principal Occupation and Other Information
Board Committee ------------------------------------------
Membership
---------- President
ARCO Investment Management Company
(PHOTO) Los Angeles, California
-----------------------------------------------------------------
Mrs. Hamilton is a graduate of the University of Michigan where
BEVERLY L. HAMILTON, 49 she received a B.A. with honors. She also studied at New York
1982 University's Graduate School of Business. Mrs. Hamilton is
911 common shares President of ARCO Investment Management Company, a subsidiary of
Compensation Committee Atlantic Richfield, where she is also a Vice President. She served
as Deputy Comptroller for the City of New York for four years.
Mrs. Hamilton joined United Technologies in 1980, was elected Vice
President-Investor Relations in 1981 and in 1984 was elected Vice
President-Pension Investments and Investor Relations. For the
previous five years she was a Vice President of Morgan Stanley &
Co., Inc. Prior to that she was a Vice President and principal
with Auerbach, Pollak, and Richardson, a trust officer at
Manufacturers Hanover, and a research analyst with ITT
Corporation. Mrs. Hamilton is a director of the TWA Directed
Account Plan, Connecticut Mutual Investment Association, as well
as the Stanford (University) Management Company and the American
Funds, and Emerging Markets Growth Fund.
President, Retired
(PHOTO) Kaman Corporation
Bloomfield, Connecticut
-----------------------------------------------------------------
Mr. Levenson holds B.A. and J.D. degrees from Drake University and
HARVEY S. LEVENSON, 55 an L.L.M. from Georgetown University. He was an attorney with the
Treasury Department, Washington, D.C. until 1968. From 1968 to
1990 1982, he practiced law at the Hartford law firm of Murtha, Cullina,
2,882 common shares Richter and Pinney. Mr. Levenson recently retired as President and
Chairman, Audit Chief Operating Officer of Kaman Corporation which he joined in
Committee 1982 as Senior Vice President and Chief Financial Officer. He was
Executive Committee appointed President and Chief Operating Officer of Kaman
Compensation Committee Corporation in 1990. Mr. Levenson currently serves on the Board of
Directors of Kaman Corporation and Security-Connecticut
Corporation. Mr. Levenson is a Corporator of St. Francis Hospital,
Hartford Hospital, and The Institute of Living.
4
Name, Age
Year Elected a Director,
Shares Owned and
Board Committee Principal Occupation and Other Information
Membership ------------------------------------------
----------
(PHOTO) Partner
LeBoeuf, Lamb, Greene & MacRae, L.L.P.
New York, New York
DEROY C. THOMAS, 69 ------------------------------------------------------------------
1977 Mr. Thomas is a graduate of Iona College and Fordham Law School.
3,287 common shares He retired from The Hartford Insurance Group as Chairman and Chief
Chairman, Executive Executive Officer in 1988 having served in various capacities
Committee since 1964. In 1983 he was elected Executive Vice President of ITT
Compensation Committee Corporation and President of ITT Diversified Services. He was
elected Vice Chairman of ITT Corporation in 1985, and President
and Chief Operating Officer in 1988. He served in that capacity
until his retirement in 1991. He is a director of Hartford Fire
Insurance Company, Houghton Mifflin Company, Old State House
Association, the World Affairs Council, and Goodspeed Opera House.
He is Chairman of Connecticut Health System and Corporator of St.
Francis Hospital, The Institute of Living, and the VNA Group. He
is a trustee of Fordham University.
NOMINEES FOR CLASS II DIRECTORS FOR TERMS COMMENCING IN 1996 AND EXPIRING IN 1998
---------------------------------------------------------------------------------
(PHOTO)
Chairman, Environmental Warranty, Inc.
West Hartford, Connecticut
------------------------------------------------------------------
RICHARD J. SHIMA, 56 Mr. Shima is a graduate of Harvard University. He served as an
1987 officer in the U.S. Navy. He is a member of the American Academy
2,500 common shares of Actuaries, a trustee of the Hartford Graduate Center and
Executive Committee Kingswood-Oxford School, and a director of Hartford Hospital. He
Committee on Directors serves as a director of Enhance Financial Services Group, Inc. and
the Keystone Mutual Funds. Mr. Shima joined Travelers Companies in
1961 and held several positions in corporate accounting and
finance. He became Executive Vice President for all
casualty-property business in 1980, Executive Vice President and
Chief Investment Officer in 1985, and served as Vice Chairman and
Chief Investment Officer until 1991. Environmental Warranty Inc.
provides insurance and consulting services relating to
environmental matters.
5
Name, Age
Year Elected a Director,
Shares Owned and
Board Committee Principal Occupation and Other Information
Membership ------------------------------------------
---------
(PHOTO) Principal
Tomasso Brothers, Inc.
New Britain, Connecticut
MICHAEL W. TOMASSO, 42 -----------------------------------------------------------------
1996 Mr. Tomasso holds a B.A. degree from Tufts University and an
400 common shares* M.B.A. from Babson College. He was involved in the natural gas
*as of December, 1995 and oil acquisition, development and production business in
Houston, Texas from 1980 to 1993. During that time he held
positions as Executive Vice President and a Director of Snyder
Exploration Company and President, Chief Executive Officer and a
Director of Geodyne Resources, Inc. He is currently a member of
the Board of Trustees and sits on the Investment and Property
Management Committees of the Kingswood-Oxford School, a
corporator of both the New Britain General Hospital and the Boys'
and Girls' Club of New Britain, a member of the Steering
Committee of Central Connecticut, State University's Institute of
Industrial and Engineering Technology and was involved in the
Mentor Program at Covenant House.
CLASS I DIRECTORS WHOSE TERMS COMMENCED IN 1994 AND EXPIRE IN 1997
------------------------------------------------------------------
President Emeritus
(PHOTO) Trinity College
Hartford, Connecticut
------------------------------------------------------------------
Mr. English is a graduate of Yale University and holds an M.A.
JAMES F. ENGLISH, JR., 68 degree from Cambridge University and a J.D. from the University of
1970 Connecticut School of Law. He is a director of CIGNA Corporation
1500 common shares and Fleet Bank, N.A., Fleet Bank of Massachusetts, N.A., and Fleet
Audit Committee National Bank. He is also Chairman of the Distribution Committee
of the Hartford Foundation for Public Giving and a director of
Elderhostel and the Mystic Seaport Museum.
6
Name, Age
Year Elected a Director,
Shares Owned and
Board Committee Principal Occupation and Other Information
Membership ------------------------------------------
--------- Chairman, President & Chief Executive Officer
Connecticut Natural Gas Corporation
Hartford, Connecticut
(PHOTO) -----------------------------------------------------------------
Mr. Frauenhofer joined Connecticut Natural Gas Corporation in 1961
and held various positions until he was elected President in 1983.
He was named to the additional positions of Chief Executive
VICTOR H. FRAUENHOFER, 62 Officer in 1987 and Chairman in 1991. He is a graduate of Bentley
1978 College and Harvard AMP. He is Chairman, President and a director
39,141 common shares of each of Connecticut Natural Gas Corporation's subsidiaries. He
Chairman, Committee on serves on the Board of Directors of Spencer Turbine Company and
Directors the Connecticut Capitol Region Growth Council, Inc. He is a
Executive Committee trustee of the Connecticut Policy and Economic Council, Inc. He is
a past chairman of the New England Gas Association and a past
member of the Board of Directors of the American Gas Association.
President and Chief Executive Officer
(PHOTO) New Britain General Hospital
New Britain, Connecticut
------------------------------------------------------------------
Mr. Tanner is a graduate of the University of Rhode Island and
LAURENCE A. TANNER, 49 Yale University where he received a Master's degree. Mr. Tanner
1993 joined New Britain General Hospital and its affiliated
574 common shares corporations as President and Chief Executive Officer in 1987.
Compensation Committee Prior to this, he was the President and Chief Executive Officer of
Bristol Hospital. Mr. Tanner is a past Chairman of the Association
for the Advancement of Medical Instrumentation, a national
organization located in Washington, D.C. In addition, he serves on
the Board of Directors of the New Britain Chamber of Commerce, the
Voluntary Hospitals of America, Southern New England chapter, the
Greater New Britain Visiting Nurse Association and the Connecticut
Hospital Association. He is a Corporator of the New Britain/Berlin
YMCA, Community Mental Health Affiliates, Inc., Hospital for
Special Care, and Newington Children's Hospital.
7
CLASS II DIRECTORS WHOSE TERMS COMMENCED IN 1995 AND EXPIRE IN 1998
-------------------------------------------------------------------
Name, Age
Year Elected a Director,
Shares Owned and
Board Committee Principal Occupation and Other Information
Membership ------------------------------------------
----------
President and Chief Executive Officer
(PHOTO) Ensign-Bickford Industries, Inc.
Simsbury, Connecticut
------------------------------------------------------------------
Mr. Fonteyne received his B.S. Degree in Chemical Sciences from
HERMAN J. FONTEYNE, 56 Louvain University in Belgium. After serving in the Belgian Army
he started his career with UCB/Fabelta in their textile
1993 manufacturing group. In 1966 he joined Monsanto in Europe where he
1,336 common shares held numerous positions in both the Europe/Africa and U.S.
Audit Committee Operations before becoming Managing Director of Monsanto
Agricultural Products Company and Corporate Vice President. Mr.
Fonteyne joined Ensign-Bickford Industries Inc. in 1982 as its
President and Chief Executive Officer. Mr. Fonteyne is a director
of Ensign-Bickford Industries, Inc. He also currently serves on
the World Affairs Council Board, AMA General Management Council,
The Board of Regents of the University of Hartford, the Board of
Junior Achievement of North Central Connecticut, and the Executive
Council of the Conference Board. He is a Corporator of Hartford
Hospital and The Institute of Living.
(PHOTO) Principal, Mullane Enterprises
West Hartford, Connecticut
------------------------------------------------------------------
DENIS F. MULLANE, 65 Mr. Mullane served four years with the U. S. Army in Germany
1973 following his graduation from the U. S. Military Academy at West
2,000 common shares Point. Mr. Mullane recently retired as Chairman after a 38 year
Audit Committee career with Connecticut Mutual Life. He joined Connecticut Mutual
Committee on Directors in 1956 as an agent and became its President in 1976 and Chief
Executive Officer in 1983. He has been active in community and
insurance industry affairs throughout his career. Mr. Mullane is a
director of St. Francis Hospital. He also currently serves as
Chairman of the Board of Trustees of The American College, Bryn
Mawr, Pennsylvania and as a member of the Board of the U.S.
Chamber of Commerce. Mullane Enterprises provides advice to its
clients about retirement, estate planning and charitable giving.
8
The indicated shares include shares held by spouses, children and
relatives sharing a director's home as to which beneficial ownership has
been disclaimed and in the case of Mr. Frauenhofer, shares held for his
account in the Company's Employee Savings Plan.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 requires the
Corporation's executive officers and directors as well as persons who own
more than 10% of a registered class of the Corporation equity securities,
to file reports of ownership and changes of ownership with the Securities
and Exchange Commission and the New York Stock Exchange. Based solely on
the Corporation's review of the copies of such forms received or written
representations from certain reporting persons that no reporting was
required, the Corporation believes during fiscal year 1995 all filing
requirements were met.
BOARD COMMITTEES
The Board of Directors has an Audit Committee, a Compensation Committee,
an Executive Committee, and a nominating committee known as the Committee
on Directors.
Audit Committee members are Mr. Levenson, Chairman, Mrs. Bennett and
Messrs. English, Fonteyne and Mullane. This Committee recommends to the
Board of Directors a firm of independent public accountants to audit the
books and accounts of the Company. The Committee reviews the reports
prepared by the independent public accountants and recommends to the Board
any actions deemed appropriate in connection with the reports. The
Company's manager of internal auditing reports annually to the Committee on
internal auditing activities and is authorized to report directly to the
Committee more frequently should the need arise. The Audit Committee held
three meetings during the most recent fiscal year.
For fiscal year 1995 Compensation Committee members were Mr. A. Tomasso,
Chairman, Mrs. Hamilton and Messrs. Levenson, Tanner and Thomas. The
Committee establishes salaries and benefits for all officers, subject to
Board approval. The Committee reviews all Company compensation and benefit
programs and oversees management of the pension plans. The Compensation
Committee met three times during the most recent fiscal year.
Executive Committee members are Mr. Thomas, Chairman, Messrs.
Frauenhofer, Levenson, Shima and A. Tomasso. Pursuant to the Bylaws, the
Executive Committee has authority with regard to all business of the
Company when the Board of Directors is not in session, as well as having
powers relating to the finances of the Company. The Executive Committee met
two times during the most recent fiscal year.
The Committee on Directors is composed of Mr. Frauenhofer, Chairman,
Mrs. Bennett and Messrs. Mullane, Shima and A. Tomasso. This Committee
considers candidates for vacancies on the Board, including written
stockholder recommendations, and recommends nominees to the Board when the
need arises. The Committee did not meet during fiscal year 1995. (The
Committee on Directors did meet early in fiscal year 1995/1996 to consider
the vacancy resulting from A. Tomasso's
9
retirement.) The Company's Bylaws provide that in order for a stockholder
to nominate a candidate for election as a director of the Company, a
stockholder must provide written notice to the Secretary of the Company of
such stockholder's intention to so nominate a candidate at least forty-five
days prior to the Annual Meeting of Shareholders.
During the 1995 fiscal year the Board of Directors held eight meetings
and there were eight committee meetings. All directors attended at least
75% of the aggregate number of meetings of the Board and committees on
which they serve.
COMPENSATION OF DIRECTORS
During the 1995 fiscal year, Directors received an annual retainer fee
of $11,000 plus $800 for each Board or committee meeting attended. A
chairperson of a committee received $850 for each committee meeting chaired
in lieu of $800. A plan of deferred compensation for services as a director
is made available to directors. No director who also is an employee of the
Company receives any fees for service on the Board.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
Compensation Policy
The Compensation Committee's compensation program for executive
officers, including the Chief Executive Officer, is designed to relate
total compensation to corporate performance. Such compensation is comprised
of base salary and distributions pursuant to the Annual Incentive Plan and
Executive Restricted Stock Plan. As a result, a significant percentage of
total compensation for the Company's executive officers is dependent upon
corporate financial performance. The program offers total compensation
opportunities which are competitive with other leading gas utilities and
which enable the Company to compete for and recruit executive talent
critical to the Company's long term success.
1995 Executive Compensation
The first component of each executive's compensation, including the
Chief Executive Officer, Mr. Frauenhofer, is base salary. To determine base
salaries, the Committee chiefly relies upon data for executives in similar
positions in comparable, or peer group, companies and selects as a target
the average salary of this group. Base salaries are targeted to the average
level of industry peers in recognition that the potential for additional
compensation offered by the Annual Incentive Plan and Executive Restricted
Stock Plan provides incentive to improve corporate performance and increase
shareholder value. The companies which comprise the industry peer group
generally used by the committee are listed below in the discussion under
Corporate Performance Graph.
Under the Annual Incentive Plan, cash awards are made to participants
based upon the attainment of several individual objectives for each
participant, as well as the performance of the Company in the prior fiscal
year. Individual target objectives include cost containment and effective
operational and organizational management. Plan Participants are eligible
for awards that are targeted
10
amounts, stated as percentages of salaries that range from 5 to 30 percent.
The performance of the Company and the performance of each individual in
achieving each specific goal is measured at year end on a scale from 80 to
120 percent. For awards made in 1995, corporate performance for the
regulated operations for 1994 was measured using as criteria the Gross
Operating Margin as a percentage of revenues, and certain Operating
Efficiencies designed to measure performance against benchmarks in customer
service, gas cost and sales. Using these criteria the overall corporate
performance rating for regulated operations was 113.69%. For non-regulated
operations the overall performance rating was 94.4% using as measurement
criteria Net Income as a percentage of Consolidated Net Income. These
results, and the results in meeting individual goals then are applied to
each executive's targeted award to determine the actual award.
The Executive Restricted Stock Plan promotes the achievement of long
term corporate goals by providing key employees an opportunity to achieve
greater ownership interest in the Company. Under the Plan, 200,000 shares
of the common stock of the Company have been reserved for issuance in the
form of restricted stock awards to principal officers and other key
personnel of the Company who are designated by the Board of Directors as
being eligible to participate. The vesting of all restricted share awards
under the plan is contingent upon "total return" to shareholders over
multi-year periods as compared to a peer group of 19 gas companies whose
identities are listed below under Corporate Performance Graph. Total return
is comprised of changes in average value of the common stock plus
dividends. Vesting of such awards is also contingent upon continued
employment. A total of 22,146 shares were awarded to nine individuals,
effective October, 1990 and another 25,520 shares were awarded to 12
individuals effective October, 1994. The vesting distribution of these 1990
awards that occurred during fiscal 1995 for the Chief Executive Officer and
the four other most highly compensated officers is shown below in the
"LTIP" column of the Summary Compensation Table.
Company Performance and CEO Compensation
The foregoing principles and plans were used by the Committee and the
Board of Directors to determine Mr. Frauenhofer's 1995 annual compensation,
as well as compensation levels of the Company's other executive officers.
Accordingly, Mr. Frauenhofer's total compensation was determined with
reference to compensation paid by peer companies, the Company's operational
and financial performance criteria which were achieved in 1994, and the
Committee's overall assessment of his individual performance.
Limitation on Deductibility of Executive Compensation
The Omnibus Budget Reconciliation Act of 1993 added new Section 162(m)
to the Internal Revenue Code of 1986, as amended. Section 162(m) generally
denies a publicly held corporation, such as the Company, a federal income
tax deduction for compensation in excess of $1 million per year paid or
accrued for each of its chief executive officer and four other most highly
compensated executive officers. Certain "performance based" compensation is
not subject to the limitation of deductibility provided that certain
stockholder approval and independent director requirements are met.
11
Due to the fact that the compensation paid to each of the Company's
executive officers has not exceeded $1 million per year, the Committee does
not believe that the limitation on deductibility of executive compensation
is currently material to the Company. The Committee will continue to review
the situation in light of future events with the objective of achieving
deductibility to the extent appropriate.
Angelo Tomasso, Jr., Chairman
Beverly L. Hamilton
Harvey S. Levenson
Laurence A. Tanner
DeRoy C. Thomas
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
As set forth above, the members of the Compensation Committee for fiscal
year 1995 were Messrs. A. Tomasso, Chairman, Levenson, Tanner, Thomas and
Mrs. Hamilton. All five members are non-employee directors and none has any
direct or indirect material interest in or relationship with the Company
outside of his or her position as director.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
As part of the Company's commercial and industrial marketing program,
the Company loaned $500,000 to New Britain General Hospital in March, 1994.
Laurence Tanner is the President and Chief Executive Officer of the
hospital and a Company Director. The proceeds of the loan were used to
purchase and install gas air conditioning equipment. The loan is to be
repaid over a five year term at 7.5% interest, however a portion of the
interest payment may be returned to the hospital on a quarterly basis. As
of December 25, 1995 all payments have been made and the outstanding
indebtedness is $314,326. The foregoing terms are substantially similar to
other transactions the Company has entered into with other large gas
customers.
To the Company's knowledge, there were no other interrelationships
involving either members of the Compensation Committee or other directors
of the Company requiring disclosure in this Proxy Statement.
12
SUMMARY EXECUTIVE COMPENSATION
The following table provides certain information relating to the
compensation of the Company's Chief Executive Officer and its four other
most highly compensated executive officers for fiscal years 1995, 1994 and
1993.
SUMMARY COMPENSATION TABLE
Long Term
Compensation
------------
Annual Compensation
-------------------
Other All
Annual LTIP Other
Name and Principal Fiscal Salary Bonus Comp. Payouts Comp.
Position Year ($) ($)(a) ($)(b) ($)(c) ($)(d)
------------------ ---- ----- ----- ----- ----- -----
Victor H. Frauenhofer 1995 307,500 106,650 4,863 50,368 72,850
Chairman, President 1994 300,000 77,925 6,969 97,381 84,293
and
Chief Executive 1993 289,167 90,280 0 0 27,549
Officer
James P. Bolduc 1995 145,167 44,567 255 11,703 21,074
Senior Vice President 1994 137,450 13,625 225 22,630 21,567
Financial Services 1993 120,243 16,300 0 0 7,831
and
Chief Financial
Officer
Harry Kraiza, Jr. 1995 134,450 39,658 554 19,765 24,472
Senior Vice President 1994 129,217 26,437 485 38,211 26,062
Energy Services 1993 115,637 31,180 0 0 8,894
Anthony C. Mirabella 1995 133,633 32,087 478 10,476 19,808
Vice President- 1994 127,333 19,440 413 20,264 20,788
Operations
and Chief Engineer 1993 115,627 23,290 0 0 9,381
Donald H. Ludington 1995 125,983 35,054 606 18,137 20,962
Executive Vice 1994 121,033 12,237 779 35,058 23,788
President
and General Manager 1993 107,868 15,297 1,669 0 9,718
a) For fiscal year 1995, amounts reported in this column include amounts
deferred at the election of officers as follows: for Mr. Mirabella
$16,044; for Mr. Ludington $7,011 respectively.
b) Represents amount reimbursed to the officer by the Company for the
payment of certain taxes.
13
c) For fiscal year 1995 amounts reported in this column represent the value
of the distribution that vested pursuant to 1990 Restricted Stock Plan
(less unvested dividends previously reported) calculated by the closing
share price of $22.75 as of October 1, 1994. The number and value of
aggregate unvested dividends holdings including dividends reinvested as
of September 30, 1995 for each of the listed officers is as follows: Mr.
Frauenhofer 10,529 shares, $232,954 value; Mr. Bolduc 3,828 shares,
$84,695 value; Mr. Kraiza 4,196 shares, $92,837 value; Mr. Mirabella
3,108 shares, $68,765 value; and Mr. Ludington 3,885 shares, $85,955
value. Values are calculated based on the share price of $22.125 on
September 29, 1995.
(d) For fiscal year 1995 amounts reported in this column consist of the
following: for Mr. Frauenhofer $14,995 - unvested dividends earned on
restricted stock, $9,000 - 401(k) Plan, $39,810 - split dollar life
insurance plan, $9,045 Deferred Compensation Plan B; for Mr. Bolduc
$5,441 - unvested dividends earned on restricted stock, $6,533 -
401(k) Plan, $9,100 - split dollar life insurance plan; for Mr.
Kraiza $5,969 - unvested dividends earned on restricted stock, $6,050
- 401(k) Plan, $12,489 - split dollar life insurance plan; for Mr.
Mirabella $4,421 - unvested dividends earned on restricted stock,
$8,022 - 401(k) Plan, $7,365 - split dollar life insurance plan; for
Mr. Ludington $5,526 - unvested dividends earned on restricted stock,
$7,559 - 401(k) Plan, $7,877 - split dollar life insurance plan.
The split dollar life insurance plan is available to officers and other
key employees in conjunction with the group term life insurance
generally provided to salaried employees. Under the plan, the Company
pays the entire amount of the premiums due on the policies but is
generally reimbursed for the aggregate amount of all such premiums out
of the proceeds of the policies if the covered executives die while the
split dollar arrangements are in effect or out of the built up cash
value of the policies if the arrangements terminate prior to the death
of the covered executives. The amounts set forth above represent the
full amount of the premium paid on behalf of the named executive
officers that relates to the term life insurance portion of the policy
plus the value to the executive of the remainder of the premium paid by
the Company during the fiscal year, projected on an actuarial basis.
For executives who were over the age of 52 at the inception of the
program, the split dollar arrangements provide that the Company will be
reimbursed for the aggregate premiums only in the event of the death of
the covered executive while employed. Of the named executive officers
shown in the table, only Messrs. Frauenhofer, Ludington and Mirabella
were over the age of 52 at the inception of their policies. The full
amount of the premiums paid on behalf of Messrs. Frauenhofer, Ludington
and Mirabella during fiscal 1995 was $140,836, $34,088 and $17,638
respectively.
For fiscal year 1993 amounts reported in this column have been restated
to include unvested dividends earned in that year but not previously
reported as follows: Mr. Frauenhofer $9,015, Mr. Bolduc $2,095, Mr.
Kraiza $3,538, Mr. Mirabella $1,876, and Mr. Ludington $3,201.
CHANGE OF CONTROL
The Company has entered into Change of Control Employment Agreements
with its Chief Executive Officer, its four other most highly compensated
officers, and two other officers. The Agreements become effective upon a
Change of Control (as defined therein) and provide that for a period of
14
three years following a Change of Control in the event of termination of a
covered executive's employment without cause by the Company or for Good
Reason by the executive, the covered executive is entitled to a lump sum
severance payment of between 2 and 3 times his annual salary and annual
bonus, together with three years pension credit and continued welfare
benefits. The Agreement also provides for an additional payment to make the
executive whole for any excise taxes imposed by Section 4999 of the
Internal Revenue Code on payments made to him that are contingent on a
Change of Control.
LONG TERM INCENTIVE PLAN
No long term incentive awards were granted during fiscal 1995 to the
executive officers named in the Summary Compensation Table.
RETIREMENT PLANS
The Company maintains two noncontributory defined benefit retirement
plans which provide benefits for certain employees (except for employees
covered by certain collective bargaining agreements) who have completed one
year of continuous service and have met certain age requirements. One such
plan is qualified under the applicable provisions of the Internal Revenue
Code (the "Qualified Plan"), and the other is a nonqualified supplemental
Officers Retirement Plan (the "Officers Plan").
Under the Qualified Plan retirement benefits are computed by multiplying
the average of the employee's five highest consecutive years annual
earnings, including amounts identified in the bonus category of the Summary
Compensation table above, by a specified percentage accrual based on years
of credited service. Benefits accrue at 2% per year of service up to 30
years of service and thereafter an additional 1% per year up to 35 for a
maximum accrual of 65%. Benefits paid under the Qualified Plan are offset
by a portion of the employee's social security benefits. The plan provides
for several optional forms of benefit payments, including a straight life
annuity, various joint and survivor options, and a continuous and certain
benefit option. Employees are fully vested under the Qualified Plan after
five years of continuous service with the Company.
The Officers Plan covers officers designated by the Board of Directors.
It operates in conjunction with and as a supplement to the Qualified Plan.
The benefits payable under the Officers Plan are calculated as continuous
and certain benefits for unmarried individuals, and as joint and survivor
benefits for married individuals. Benefits paid under the Officers Plan are
based on the highest rate of annual salary paid to the officer at any time
throughout his or her career. For purposes of the Officers Plan, the salary
upon which benefits are based excludes compensation received pursuant to
the Annual Incentive Plan, which amounts are reflected in the bonus
category of the Summary Compensation Table above. An officer is eligible to
receive 60% of salary at age 60 and for officers with more than 25 years of
service there is an additional one percent accrual for each year over 25
for a maximum accrual of 65% of salary with 30 years of service. Such
benefits are offset by fifty percent of social security benefits payable to
each participant, except in the case of individuals who were participants
on December 31, 1991 if such offset would reduce the benefit payable to
such participant below the benefit that otherwise would have been paid
based upon salaries in effect on December 31, 1991. Also, no officer's
benefit will be less than the benefit that would be received under the
Qualified Plan formula without regard to the application of any Internal
Revenue Service limitations on compensation or benefits payable from a
qualified plan in determining the benefit level. Any benefits under
15
the Officers Plan are also adjusted by (a) the benefits computed under all
other defined benefit pension plans to which the officer is entitled from
the Company or from previous employment and (b) in the case of any officer
who has been employed by the Company for less than fifteen years at the
time of retirement, the proportion that such officer's years of service are
to fifteen. All of the individuals named in the Summary Compensation Table
above have been designated by the Board of Directors as participants in the
Officers Plan.
The credited years of service as of September 30, 1995, for the five
individuals named in the Summary Compensation Table are as follows: Mr.
Frauenhofer, 34 years, Mr. Bolduc, 25 years, Mr. Kraiza, 25 years, Mr.
Mirabella 24 years, and Mr. Ludington 23. The estimated annual benefits
payable upon retirement under the plans are as follows: Mr. Frauenhofer,
$197,376; Mr. Bolduc $86,523; Mr. Kraiza, $80,783; Mr. Mirabella $79,470,
and Mr. Ludington $74,615.
CORPORATE PERFORMANCE GRAPH
The following graph compares the total shareholder returns produced by
the Company over the last five fiscal years to the Standard & Poor's 500
Stock Index ("S & P 500") and the Dow Jones Utility Group and for the "CNG
Peer Group." The CNG Peer Group consists of the following Companies: Atmos
Energy Corporation, Bay State Gas Company, Colonial Gas Company,
Connecticut Energy Corporation, Energen Corporation, Indiana Energy, Inc.,
Laclede Gas Company, New Jersey Resources Corporation, Northwest Natural
Gas Company, NUI Corporation, Piedmont Natural Gas, Inc., Providence Energy
Corporation, Public Service Company of North Carolina, Inc., South Jersey
Industries, Inc., Southeastern Michigan Gas Enterprises, Southern Union
Company, United Cities Gas Company, Washington Energy Company and Yankee
Energy Systems, Inc. Total return values for the S & P 500, Dow Jones
Utility Group, the CNG Peer Group and the Company were calculated based on
cumulative total return values assuming reinvestment of dividends.
The Company has included the CNG Peer Group below because the companies
listed therein more closely resemble the Company in size and geographical
market than the broader based Dow Jones Utility Group index used in prior
years. The CNG Peer Group is the same group generally used by the
Compensation Committee in its analysis and evaluation of employee
compensation.
16
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*
AMONG CONNECTICUT NATURAL GAS CORPORATION, THE S & P 500 INDEX,
THE DOW JONES UTILITIES INDEX, AND THE CNG PEER GROUP INDEX
CUMULATIVE TOTAL RETURN
-------------------------------------
9/90 9/91 9/92 9/93 9/94 9/95
Connecticut Natural Gas Corp. 100 125 156 228 178 178
PEER GROUP 100 123 149 190 165 179
S & P 500 100 131 146 165 171 221
D J UTILITIES 100 115 127 152 118 148
* $100 INVESTED ON 9/30/90 IN STOCK OR INDEX - INCLUDING REINVESTMENT OF
DIVIDENDS. FISCAL YEAR ENDING SEPTEMBER 30.
17
OWNERSHIP OF COMPANY STOCK
The following shows the Company's common stock beneficially owned by
each of the named Executive Officers listed in the Summary Compensation
Table above and the beneficial ownership of all directors and officers as a
group as of November 1, 1995. No officer or director owns preferred stock.
Amount
Name of Beneficial Beneficially
Title of Class Owner Owned*
----------- ------------------- ------
Common Stock, $3.125 Par Value Victor H. Frauenhofer 39,141
Common Stock, $3.125 Par Value James P. Bolduc 10,068
Common Stock, $3.125 Par Value Harry Kraiza, Jr. 9,232
Common Stock, $3.125 Par Value Anthony C. Mirabella 10,028
Common Stock, $3.125 Par Value Donald H. Ludington 12,006
Amount
Beneficially
Owned by all
Officers and
Title of Class Directors
------------------------------ ---------
Common Stock, $3.125 Par 141,821
Value.................................
_____________________________
*No officer or director owns more than one percent of any class of the
Company's stock. The percentage of shares owned by all officers and
directors as a group is 1.4 percent of the Company's Common $3.125 Par
Value Stock.
The Company is aware of no shareholders who owned beneficially more than 5%
of a class of its voting securities on November 1, 1995.
ITEM 2 --
APPOINTMENT OF AUDITORS
The Board of Directors has reappointed Arthur Andersen LLP as auditors
for the fiscal year ending September 30, 1996, subject to shareholder
ratification of such appointment at the Annual Meeting. In the event that
shareholders do not ratify the appointment of Arthur Andersen LLP, the
Board of Directors will consider the selection of other independent
accountants.
18
Arthur Andersen LLP has advised the Board of Directors that neither such
firm nor any member nor associate thereof has any financial interest,
direct or indirect, in the Company or any of its subsidiaries or has had
any connection during the past three years with the Company or any of its
subsidiaries in the capacity of promoter, underwriter, voting trustee,
director, officer or employee. A representative of such firm is expected to
be available at the Annual Meeting to respond to appropriate questions and
to be afforded the opportunity to make a statement.
1997 ANNUAL MEETING -- SHAREHOLDER PROPOSALS
Proposals of shareholders which are to be presented at the Annual
Meeting to be held in 1997 must be received by the Company to be considered
for inclusion in the proxy statement and form of proxy relating to that
meeting no later than September 16, 1996.
OTHER MATTERS
The Board of Directors and management of the Company do not know of any
other matters that are to be presented for action at the meeting. Should
any other matter come before the meeting, however, the persons named in the
enclosed proxy will have discretionary authority to vote all proxies with
respect to such matter in accordance with their judgment.
BY ORDER OF THE BOARD OF DIRECTORS,
BY S/ R. L. BABCOCK
REGINALD L. BABCOCK, Vice President, General Counsel & Secretary
January 12, 1996
19
-- Please mark
| X | your vote
-- as this
_________________
COMMON/PREFERRED
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1 AND 2
Item 1 -Election of FOR WITHHELD Item 2 - The FOR AGAINST ABSTAIN
directors duly FOR ALL ratification
nominated: B. -- -- of proposal -- -- --
BENNETT, B. HAMILTON, | | | | to approve | | | | | |
H. LEVENSON, R. SHIMA, -- -- the selection -- -- --
D. THOMAS AND M. of Arthur
TOMASSO. Andersen LLP
as auditors
for Fiscal
Year ended
September 30,
1996.
WITHHELD FOR: In their discretion the Proxies are
(Write that nominee's name in the space authorized to vote upon such other
provided below). business as may properly come before
________________________________________ the meeting and at any adjournment or
adjournments thereof.
WILL ATTEND --
MEETING| |
--
Signature ________________________________ Date _____________
/\FOLD AND DETACH PROXY CARD HERE/\
RETURN PROXY CARD IN ENCLOSED ENVELOPE AFTER COMPLETING, SIGNING AND DATING
CONNECTICUT NATURAL GAS CORPORATION -- PROXY FOR ANNUAL MEETING
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints V. H. Frauenhofer and D. C. Thomas or
either of them, with power of substitution to each, attorneys for the
undersigned to vote as designated on the reverse hereof and, in their
discretion, upon such other business as may properly come before the
Meeting all shares of stock of the undersigned in Connecticut Natural Gas
Corporation at the Annual Meeting of Shareholders of the Company to be held
at the office of the Company, 100 Columbus Boulevard, Hartford, Connecticut
on the 27th day of February, 1996, at 10:30 a.m., or any adjournment
thereof, with all the powers the undersigned would possess if personally
present thereat.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED ON
THE REVERSE SIDE HEREOF. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
"FOR" PROPOSALS 1 AND 2.
THIS PROXY IS CONTINUED ON THE REVERSE SIDE
PLEASE SIGN ON THE REVERSE SIDE AND RETURN PROMPTLY
Admission Ticket
CONNECTICUT NATURAL GAS CORPORATION
1996 Annual Meeting of Shareholders
Tuesday, February 27, 1996
10:30 a.m.
Connecticut Natural Gas Corporation
100 Columbus Boulevard
Hartford, Connecticut
PLEASE ADMIT Non-Transferable