REGISTRATION NO. 333-03037
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SECURITIES AND EXCHANGE COMMISSION
FORM S-3/A
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
CONNECTICUT NATURAL GAS CORPORATION
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(EXACT NAME OF COMPANY AS SPECIFIED IN ITS CHARTER)
CONNECTICUT 06-0383860
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(STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
100 COLUMBUS BOULEVARD
HARTFORD, CONNECTICUT 06103
(860) 727-3000
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(ADDRESS AND TELEPHONE NUMBER OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
JAMES P. BOLDUC, SENIOR VICE PRESIDENT - FINANCIAL SERVICES
AND CHIEF FINANCIAL OFFICER
100 COLUMBUS BOULEVARD, HARTFORD, CONNECTICUT 06103
(860) 727-3424
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(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
COPIES TO:
Willard F. Pinney, Jr. Kathleen S. Schoene
Murtha, Cullina, Richter and Pinney Peper, Martin, Jensen, Maichel
185 Asylum Street and Hetlage
Hartford, Connecticut 06103-3469 720 Olive Street, 24th Floor
(860) 240-6016 St. Louis, Missouri 63101
(314) 421-3850
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
If the only securities being registered in this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. / /
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. / /
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. / /____
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /____
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
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THE COMPANY HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE COMPANY SHALL FILE A
FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSIONER ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED JUNE 3, 1996
640,000 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 May 31, 1996 was
$23 1/2 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................ $ $ $
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Total (3)................ $ $ $
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<FN>
(1) See "Underwriting."
(2) Before deducting expenses estimated at $ , which are payable by the
Company.
(3) The Company has granted the Underwriters an option to purchase up to an
additional 60,000 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 $ , $ and $ ,
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 , 1996.
A.G. Edwards & Sons, Inc. Edward D. Jones & Co.
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THE DATE OF THIS PROSPECTUS IS , 1996
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD
NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION
STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN
OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE
ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER,
SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR
QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
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. Such material is also available for inspection or
downloading from the SEC's EDGAR database, accessible through the SEC's
Internet World Wide Web Site at Web address http://www.sec.gov.
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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 and throughout New England. During the twelve
months ended March 31, 1996 gas operating revenues accounted for
approximately 93% of total operating revenues and were comprised of
approximately 53% residential, 35% commercial and industrial (including
cogeneration), 11% off-system sales and 1% transportation throughput.
THE OFFERING
Common Stock offered by the Company......... 640,000 shares
Common Stock outstanding after the
offering(a)............................ 10,570,480 shares
NYSE symbol................................. CTG
1996 price range (through May 31, 1996)..... $22 3/4 to $24 5/8
Closing price on May 31, 1996............... $23 1/2
Current indicated annual dividend rate...... $1.52
Book value per share on March 31, 1996...... $16.56
Use of proceeds.......................... To fund current year construction and provide
working capital
<FN>
(a) Based on the number of shares outstanding as of March 31, 1996.
SUMMARY CONSOLIDATED FINANCIAL INFORMATION
(in thousands, except per share data)
TWELVE
MONTHS
ENDED
FISCAL YEARS ENDED SEPTEMBER 30, MARCH 31,
-------------------------------- 1996
1993 1994 1995 (UNAUDITED)
INCOME STATEMENT: ---- ---- ---- ---------
Operating Revenues.................... $ 265,337 $ 290,662 $ 275,185 $ 314,182
Operating Income ..................... $ 28,186 $ 30,912 $ 29,159 $ 31,724
Net Income Applicable to Common Stock $ 16,788 $ 17,637 $ 16,957 $ 20,011
Earnings Per Average Common Share..... $ 1.76 $ 1.85 $ 1.71 $ 2.01
Dividends Paid Per Common Share....... $ 1.46 $ 1.48 $ 1.48 $ 1.48
MARCH 31, 1996 (UNAUDITED)
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ACTUAL PERCENTAGE AS ADJUSTED(a) PERCENTAGE
CAPITALIZATION: ------ ---------- -------------- ----------
Long-Term Debt (excluding current
maturities)...................... $ 149,372 47.4% $ 149,372 45.3%
Preferred Stock, Not Subject to
Mandatory Redemption............. 902 0.3 902 0.3
Common Stock Equity................. 164,852 52.3 179,330 54.4
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Total Capitalization................ $ 315,126 100.0% $ 329,604 100.0%
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Short-Term Debt (b)................. $ 3,923 $ 3,923
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<FN>
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(a) Adjusted for the proposed issuance of the Common Stock offered hereby
at an assumed offering price of $23 3/4 and the use of proceeds
resulting therefrom. (See "Use of Proceeds")
(b) Current portion of long-term debt. There was no short-term debt
outstanding at March 31, 1996.
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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 March 31, 1996 gas operating revenues accounted for
approximately 93% of total operating revenues and were comprised of
approximately 53% residential,35% commercial and industrial (including
cogeneration), 11% off-system sales and 1% transportation throughput.
The Company has three wholly-owned subsidiaries: Energy Networks
Incorporated ("ENI"), CNG Realty Corp. ("CNGR") and ENI Transmission
Company ("ENIT").
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. ENI's
wholly-owned subsidiary, ENServe Corporation, offers residential,
commercial and industrial energy management services and heating and
cooling equipment and installations throughout Connecticut. ENI's wholly-
owned subsidiary, ENI Gas Services, Inc., owns the Company's one-third
interest in the KBC Energy Services of New England ("KBC") joint venture
partnership. KBC markets natural gas supplies, other energy sources and
energy management related services on a nonregulated basis to commercial
and industrial end users, primarily in New England.
CNGR 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. ENIT owns the Company's 4.87% share in
the Iroquois Gas Transmission System Partnership ("Iroquois"). Iroquois
operates a natural gas pipeline that first delivered gas in December, 1991
and reached full operations in 1992 (See "Recent Developments").
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 (860) 727-3000. The Company's Internet World Wide Web
Home Page can be accessed through the Web address http://www.ctgcorp.com.
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 quarter (ending in December) and the second quarter (ending in March)
of the fiscal year. The third and fourth quarters frequently show a net
loss. Approximately 15.9%, 17.2% and 18.2% of each fiscal year's operating
revenues were realized during the third quarter of 1993, 1994 and 1995,
respectively, and the Company recorded net income of $.01 in the third
quarter of 1993 and net losses of $.10 and $.06, per share, respectively in
the third quarter of 1994 and 1995.
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COMPETITIVE ENVIRONMENT
In recent years, the natural gas industry has undergone structural
changes in response to Federal regulatory policy intended to increase
competition. In 1992, the Federal Energy Regulatory Commission (the
"FERC") issued Order 636, which required all interstate gas pipelines to
provide "unbundled," or separate, gas transportation and storage services
and to discontinue their bundled merchant sales operations, which included
the gas acquisition function. The impact of the FERC Order 636 and the
resulting deregulation of the gas industry has continued to heighten
competition and has changed the nature of the Company's business.
In the past, the three segments of the natural gas industry had defined
roles and relationships. Producers explored, drilled for and processed
natural gas. The pipelines purchased natural gas from the producers and
transported it to local distribution companies ("LDCs"). The LDCs
purchased the gas and transportation services from the pipeline companies.
To bring natural gas into a competitive open market, the FERC demanded that
the pipelines separate or "unbundle" the natural gas purchasing, the
transportation and the balancing services which they had sold as a package
to LDCs.
In the late 1980's, in anticipation of this restructured environment,
the Company put in place arrangements for the direct purchase of gas from
producers and marketers as well as for the transportation of such gas to
its service territory. In response to the FERC Order 636, in August, 1995,
the DPUC issued a decision ordering Connecticut LDCs to unbundle their gas
services. New, firm transportation service rates were approved by the DPUC
and went into effect for the LDCs on April 1, 1996. With the
implementation of these new rates, the Company's commercial and industrial
natural gas customers have an expanded opportunity to purchase natural gas
directly from producers or marketers. The Company, and the other
Connecticut LDCs, thus have become natural gas transporters and compete
with each other and with other gas marketers and providers for the sale of
natural gas to such customers.
The Company has been preparing for this local impact of the FERC Order
636 environment since 1988. Since that time the Company's large commercial
and industrial interruptible customers have had the opportunity to contract
for the purchase of their own supply of gas directly from a third-party
supplier. Any such customer must also arrange for transportation services
from the Company to deliver this gas to its premises.
While unbundling has provided the opportunity for the Company to service
and supply large commercial and industrial customers outside of its
franchise area, it has also allowed other gas service companies to have
access to the Company's customers within its service territory by allowing
these customers the opportunity to purchase their gas supplies from any
source. However, when such customers purchase their gas from other
suppliers, the Company's distribution system is required to deliver their
supplies, for which the Company receives a transportation margin.
Since 1993, the Company has also offered off-system sales of short-term
gas supplies and transportation services by contract. For these sales, the
Company competes with other sellers and suppliers of natural gas services.
As the natural gas distribution business becomes more competitive,
management believes the principal factor for determining success is likely
to be price, followed closely by customer loyalty and satisfaction.
The Company has posted the lowest weighted average cost of gas of all
Connecticut LDCs for seven consecutive years. For its fifth consecutive
year the Company has posted the lowest firm unit cost of natural gas for
all Connecticut LDCs.
The Company's nonregulated operations have been subject to the slow
economic conditions in the Hartford, Connecticut area. The district
heating and cooling operations have had to produce more costly steam as a
result of the 1995 termination of a steam supply contract. These factors
may adversely affect the Company's district heating and cooling operations'
ability to maintain steam, hot and chilled water rates at current levels.
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RECENT DEVELOPMENTS
Increased Investment in Iroquois
On April 30, 1996 the Company acquired an additional 2.47% ownership
interest in Iroquois for an investment of approximately $5,200,000 with
funds from working capital. The Company's total share of Iroquois, which
is held by the Company's wholly-owned subsidiary ENI Transmission Company,
is now 4.87%. As a result of this increase in ownership interest, the
Company's guarantee of a letter of credit for Iroquois has also increased
to 4.87%, equivalent to approximately $1,658,000 at April 30, 1996.
On May 23, 1996, Iroquois reached a settlement with State of New York
and Federal authorities regarding certain environmental allegations
asserted by them. The Company has provided for its share of the $22
million settlement in fiscal 1995 and the first and second quarters of
fiscal 1996, and anticipates no further material impact on its financial
position or results of operations by reason of this settlement.
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USE OF PROCEEDS
The net proceeds from the sale of the 640,000 shares of Common Stock
offered hereby are estimated at $ , , ($ , , if the
Underwriters' over-allotment option is exercised in full) and will be used
to fund the current year construction program of the Company's regulated
gas operations. The Company's construction program is primarily attributed
to the maintenance, replacement, upgrade, purchase, acquisition and
construction of properties and facilities, including an accelerated
replacement program for certain cast iron and bare steel pipe in the
natural gas distribution system. The balance will be added to working
capital for general operations.
Pending application of the proceeds, the Company may make temporary
investments in interest-bearing investments, including certificates of
deposit, money-market accounts, comparable short-term investments or
government obligations.
CONSTRUCTION PROGRAM
On a consolidated basis, the Company completed a $26,839,000 capital
construction program in fiscal 1995, including $25,311,000 of capital
expenditures for regulated gas operations and $1,528,000 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 gas distribution system maintenance and
upgrades. The majority of the nonregulated capital expenditures were made
for maintenance and upgrades to the district heating and cooling
operations.
The fiscal 1996 capital budget is approximately $25,000,000 and is
comprised of $24,000,000 of regulated operations construction and
$1,000,000 of capital expenditures for nonregulated operations. Planned
regulated operations' construction expenditures are for facilities to serve
new customers and for system maintenance and upgrades, including an
accelerated replacement program for certain cast iron and bare steel pipe
in the natural gas distribution system. Planned nonregulated construction
additions reflect system maintenance and upgrades and compliance with Clean
Air Act requirements.
During the six months ended March 31, 1996, the Company expended
$7,899,000 for capital improvements. The Company expects to expend the
balance of its 1996 capital budget by the end of the fiscal year. The
Company's capital budgets for the fiscal years 1997 and 1998 are expected
to be approximately $25,000,000 and $24,000,000, respectively, with
approximately 90% and 97% of the expenditures being incurred in 1997 and
1998, 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 for 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 of the Common Stock on the New York Stock
Exchange, as reported in the New York Stock Exchange PC-based NYSEnet
trading information service, and the quarterly dividends declared per
share.
PRICE RANGE
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DIVIDENDS
FISCAL YEAR HIGH LOW PER SHARE
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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 Ended September 30,............ 26 3/8 22 1/2 .37
1995:
Quarter Ended December 31,............. 25 1/4 21 7/8 .37
Quarter Ended March 31, ............... 24 5/8 21 1/4 .37
Quarter Ended June 30,................. 25 1/4 21 3/4 .37
Quarter Ended September 30,............ 22 1/2 21 1/4 .37
1996:
Quarter Ended December 31,............. 25 1/8 21 5/8 .37
Quarter Ended March 31, ............... 24 1/2 22 3/4 .37
Quarter Ended June 30, (through May 31,
1996)............................... 24 5/8 22 7/8 .38
The last reported sales price for the Common Stock on the New York Stock
Exchange Composite Tape, as of May 31, 1996 was $23 1/2.
As of May 31, 1996, there were approximately 9,866 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. . . . . . . . . . . . . .
Edward D. Jones & Co. . . . . . . . . . . . . . . .
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Total . . . . . . . . . . . . . . . . . . . . . 640,000
=======
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 $. per share. The
Underwriters and such dealers may allow a discount not in excess of $.
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 60,000
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 640,000, 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 Medium Term Notes ("MTNs") in July and August, 1994.
The placement agency agreement contemplates future issuance 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 incorporated by reference in this
Prospectus and elsewhere in the registration statement have been audited by
Arthur Andersen LLP, 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, 1995, filed on December 18, 1995;
2. The Company's Quarterly Reports on Form 10-Q for the quarters ended
December 31, 1995 and March 31, 1996;
3. The Company's current report on Form 8-K, filed on November 28, 1995;
4. The Company's Proxy Statement, dated January 12, 1996; 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, (860) 727-3459. Such material is also available for inspection
or downloading from the SEC's EDGAR Database, accessible through the SEC's
Internet World Wide Web Site at Web address http://www.sec.gov. The SEC's
EDGAR Database can also be accessed through the Company's Internet World
Wide Web Home Page at Web address http://www.ctgcorp.com.
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 640,000 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. -------------------
------------------
TABLE OF CONTENTS PROSPECTUS
Page -------------------
----
Company Franchise Areas............... 2
Available Information................. 2
Prospectus Summary.................... 3
The Company........................... 4
Seasonality........................... 4
Competitive Environment............... 5
Recent Developments................... 6
Use of Proceeds....................... 7
Construction Program.................. 7
Common Stock Dividends and Price Range 8
Underwriting.......................... 9 A.G. Edwards & Sons, Inc.
Legal Opinions........................ 10
Experts............................... 10 Edward D. Jones & Co.
Incorporation of Certain Documents by
Reference........................... 10
, 1996
============================================ ===========================================
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Estimate of expenses of issuance and distribution other than
underwriting discounts and commissions:
Securities and Exchange Commission filing fee.. $ 5,748
New York Stock Exchange listing fee............ 1,500
Printing and engraving......................... 8,000
Accounting fees and expenses................... 33,000
Legal fees and expenses........................ 40,000
Transfer agent fees and expenses............... 1,000
Blue Sky fees and expenses..................... 10,000
Mailing and delivery expenses.................. 6,500
Miscellaneous expenses......................... 8,000
--------
Total.......................................... $113,748
========
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The following provision of the Connecticut Stock Corporation Act governs
indemnification of officers and directors of the Company:
Section 33-320a. Indemnification of shareholders, officers, employees
and certain other parties by a corporation.
(a) As used in this section:
(1) "Agent" means any person who is or was an agent of the
corporation and any person who while an agent of the corporation, is or
was serving at the request of the corporation as a director, officer,
partner, trustee, employee or agent of another enterprise.
(2) "Corporation" includes any domestic or foreign corporation or
any domestic or foreign predecessor entity of the corporation in a
merger, consolidation or other transaction in which the predecessor's
existence ceased upon consummation of such transaction.
(3) "Director" means any person who is or was a director of the
corporation and any person who, while a director of the corporation, is
or was serving at the request of the corporation as a director,
officer, partner, trustee, employee or agent of another enterprise or
as a fiduciary of an employee benefit plan or trust maintained for the
benefit of employees of the corporation or employees of any other
enterprise.
(4) "Eligible outside party" means any person who, although not a
shareholder, director, officer, employee or agent of the corporation,
is or was serving solely at the request of the corporation as a
director, officer, partner, trustee, employee or agent of another
enterprise.
(5) "Employee" means any person who is or was an employee of the
corporation and any person who, while an employee of the corporation,
is or was serving at the request of the corporation as a director,
officer, partner, trustee, employee or agent of another enterprise or
as a fiduciary of an employee benefit plan or trust maintained for the
benefit of employees of the corporation or employees of any other
enterprise.
(6) "Enterprise" means any other foreign or domestic
corporation, partnership, joint venture, trust or other enterprise,
other than an employee benefit plan or trust.
(7) "Expenses" include attorneys' fees.
(8) "Officer" means any person who is or was an officer of the
corporation and any person who, while an officer of the corporation, is
or was serving at the request of the corporation as a director,
officer, partner, trustee, employee or agent of another enterprise or
as a fiduciary of an employee benefit plan or trust maintained for the
benefit of employees of the corporation or employees of any other
enterprise.
(9) "Party" includes a person who was, is, or is threatened to
be made, a defendant or respondent in a proceeding.
(10) "Proceeding" means any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative, and shall include any appeal therein.
(11) "Shareholder" means any person who is or was a shareholder
of the corporation and any person who, while a shareholder of the
corporation, is or was serving at the request of the corporation as a
director, officer, partner, trustee, employee or agent of another
enterprise.
(b) Except as otherwise provided in this section, a corporation shall
indemnify any person made a party to any proceeding, other than an action
by or in the right of the corporation, by reason of the fact that he, or
the person whose legal representative he is, is or was a shareholder,
director, officer, employee or agent of the corporation, or an eligible
outside party, against judgments, fines, penalties, amounts paid in
settlement and reasonable expenses actually incurred by him, and the person
whose legal representative he is, in connection with such proceeding. The
corporation shall not so indemnify any such person unless (1) such person,
and the person whose legal representative he is, was successful on the
merits in the defense of any proceeding referred to in this subsection, or
(2) it shall be concluded as provided in subsection (d) of this section
that such person, and the person whose legal representative he is, acted in
good faith and in a manner he reasonably believed to be in the best
interests of the corporation or, in the case of a person serving as a
fiduciary of an employee benefit plan or trust, either in the best
interests of the corporation or in the best interests of the participants
and beneficiaries of such employee benefit plan or trust and consistent
with the provisions of such employee benefit plan or trust and, with
respect to any criminal action or proceeding, that he had no reasonable
cause to believe his conduct was unlawful, or (3) the court, on application
as provided in subsection (e) of this section, shall have determined that
in view of all the circumstances such person is fairly and reasonably
entitled to be indemnified, and then for such amount as the court shall
determine; except that, in connection with an alleged claim based upon his
purchase or sale of securities of the corporation or of another enterprise,
which he serves or served at the request of the corporation, the
corporation shall only indemnify such person after the court shall have
determined, on application as provided in subsection (e) of this section,
that in view of all the circumstances such person is fairly and reasonably
entitled to be indemnified, and then for such amount as the court shall
determine. The termination of any proceeding by judgment, order,
settlement, conviction or upon a plea of nolo contendere or its equivalent
shall not, of itself, create a presumption that the person did not act in
good faith or in a manner which he did not reasonably believe to be in the
best interests of the corporation or of the participants and beneficiaries
of such employee benefit plan or trust and consistent with the provisions
of such employee benefit plan or trust, or, with respect to any criminal
action or proceeding, that he had reasonable cause to believe that his
conduct was unlawful.
(c) Except as otherwise provided in this section, a corporation shall
indemnify any person made a party to any proceeding, by or in the right of
the corporation, to procure a judgment in its favor by reason of the fact
that he, or the person whose legal representative he is, is or was a
shareholder, director, officer, employee or agent of the corporation, or an
eligible outside party, against reasonable expenses actually incurred by
him in connection with such proceeding in relation to matters as to which
such person, or the person whose legal representative he is, is finally
adjudged not to have breached his duty to the corporation, or where the
court, on application as provided in subsection (e) of this section, shall
have determined that in view of all the circumstances such person is fairly
and reasonably entitled to be indemnified, and then for such amount as the
court shall determine. The corporation shall not so indemnify any such
person for amounts paid to the corporation, to a plaintiff or to counsel
for a plaintiff in settling or otherwise disposing of a proceeding, with or
without court approval; or for expenses incurred in defending a proceeding
which is settled or otherwise disposed of without court approval.
(d) The conclusion provided for in subsection (b) of this section may
be reached by any one of the following: (1) The board of directors of the
corporation by a consent in writing signed by a majority of those directors
who were not parties to such proceeding; (2) independent legal counsel
selected by a consent in writing signed by a majority of those directors
who were not parties to such proceeding; (3) in the case of any employee or
agent who is not an officer or director of the corporation, the
corporation's general counsel; or (4) the shareholders of the corporation
by the affirmative vote of at least a majority of the voting power of
shares not owned by parties to such proceeding, represented at an annual or
special meeting of shareholders, duly called with notice of such purpose
stated. Such person shall also be entitled to apply to a court for such
conclusion, upon application as provided in subsection (e), even though the
conclusion reached by any of the foregoing shall have been adverse to him
or to the person whose legal representative he is.
(e) Where an application for indemnification or for a conclusion as
provided in this section is made to a court, it shall be made to the court
in which the proceeding is pending or to the superior court for the
judicial district where the principal office of the corporation is located.
The application shall be made in such manner and form as may be required by
the applicable rules of the court or, in the absence thereof, by direction
of the court. The court may also direct that notice be given in such
manner as it may require at the expense of the corporation to the
shareholders of the corporation and to such other persons as the court may
designate. In the case of an application to a court in which a proceeding
is pending in which the person seeking indemnification is a party by reason
of the fact that he, or the person whose legal representative he is, is or
was serving at the request of the corporation as a director, partner,
trustee, officer, employee or agent of another enterprise, or as a
fiduciary of an employee benefit plan or trust maintained for the benefit
of employees of any other enterprise, timely notice of such application
shall be given by such person to the corporation.
(f) Expenses which may be indemnifiable under this section incurred in
defending a proceeding may be paid by the corporation in advance of the
final disposition of such proceeding as authorized by the board of
directors upon agreement by or on behalf of the shareholder, director,
officer, employee, agent or eligible outside party, or his legal
representative, to repay such amount if he is later found not entitled to
be indemnified by the corporation as authorized in this section.
(g) A corporation shall not indemnify any shareholder, director,
officer, employee, agent or eligible outside party, other than a
shareholder, director, officer, employee, agent or eligible outside party
who is or was serving at the request of the corporation as a director,
officer, partner, trustee, employee or agent of another enterprise, against
judgments, fines, penalties, amounts paid in settlement and expenses to an
extent either greater or less than that authorized in this section. No
provision made a part of the certificate of incorporation, the bylaws, a
resolution of shareholders or directors, an agreement, or otherwise on or
after October 1, 1982, shall be valid unless consistent with this section.
Notwithstanding the foregoing, the corporation may procure insurance
providing greater indemnification and may share the premium cost with any
shareholder, director, officer, employee, agent or eligible outside party
on such basis as may be agreed upon. The rights and remedies provided in
this section shall be exclusive.
Article II of the bylaws of the Company provides for similar
indemnification of directors, however, to the extent that indemnification
rights provided under such bylaw may vary from the foregoing statutory
provisions, the statutory provisions control the bylaw.
Officers' and directors' liability insurance is presently in effect
with respect to all officers and directors of the Company, in their
respective capacities as such.
Officers and directors of the Company are also indemnified by the
Underwriters against certain liabilities including liabilities arising
under the Securities Act of 1933 under the terms of the Underwriting
Agreement in the form filed herewith.
The Certificate of Incorporation of the Company includes a provision
limiting the personal liability of a director to the Company or its
shareholders for monetary damages for breach of duty as a director to an
amount equal to the amount of compensation received by the director for
serving the Company during the calendar year in which the violation
occurred, subject to a number of exceptions, including a knowing and
culpable violation of law, certain improper personal economic gains,
conduct showing a lack of good faith and conscious disregard of duty to the
Company, a sustained and unexcused pattern of inattention, or the approval
of an illegal distribution of assets of the Company to its shareholders.
This provision, the full text of which is included in the Company's Annual
Report on Form 10-K for the fiscal year ended September 30, 1995 which is
incorporated herein by reference, was approved by the shareholders of the
Company at their 1990 Annual Meeting.
ITEM 16. EXHIBITS.
The exhibits constituting part of this Registration Statement are as
follows:
1 FORM OF UNDERWRITING AGREEMENT (Previously Filed)
4 INSTRUMENTS DEFINING RIGHTS OF SECURITY HOLDERS, INCLUDING INDENTURES
(i) --Charter of the Company and all Amendments thereto, filed as
Exhibit 3(i) to the Company's Annual Report on Form 10-K
for the fiscal year ended September 30, 1995, filed with
the Commission on December 18, 1995 (Commission File No. 1-
7727)
(ii) --By-Laws of the Company, as amended, filed as Exhibit No.
3(ii) to the Company's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1996, filed with the Commission
on May 1, 1996 (Commission File No. 1-7727)
(iii) --Indenture of Mortgage and Deed of Trust between The Hartford
Gas Company and The First National Bank of Hartford,
Trustee dated February 1, 1947, filed as Exhibit No. 2.2 to
the Company's Registration Statement on Form S-7 filed with
the Commission on December 8, 1970 (Commission File No. 2-
38993)
(iv) --In addition to the Indenture of Mortgage and Deed of Trust
referred to in 4(iii) above, there have been sixteen
supplemental indentures thereto, all of which have been
filed with the Commission as follows:
(a) --Supplemental indentures 1-9 filed as Exhibit No. 2.2 to the
Company's Registration Statement on Form S-7 filed with the
Commission on December 8, 1970 (Commission File No. 2-
38993)
(b) --Tenth Supplemental Indenture filed as Exhibit No. 2.3 to
the Company's Registration Statement on Form S-7 filed with
the Commission on March 3, 1972 (Commission File No. 2-
43286)
(c) --Eleventh Supplemental Indenture filed as Exhibit No. V to
the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1974, filed with the Commission in
March, 1975 (Commission File No. 1-7727)
(d) --Twelfth Supplemental Indenture filed as Exhibit No. 4(h) to
the Company's Registration Statement on Form S-7 filed with
the Commission on December 23, 1981 (Commission File No. 2-
75457)
(e) --Thirteenth Supplemental Indenture filed as Exhibit No. 4 to
the Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1982 filed with the Commission in August,
1982 (Commission File No. 1-7727)
(f) --Fourteenth Supplemental Indenture filed as Exhibit No.
4(iii) to the Company's Current Report on Form 8-K, dated
August 28, 1986, filed with the Commission in September,
1986 (Commission File No. 1-7727)
(g) --Fifteenth Supplemental Indenture filed as Exhibit No. 4
(iii) to the Company's Current Report on Form 8-K, dated
December 8, 1987, filed with the Commission in December,
1987 (Commission File No. 1-7727)
(h) --Sixteenth Supplemental Indenture filed as Exhibit No 4
(ii)(h) to the Company's Quarterly Report on Form 10-Q for
the quarter ended September 30, 1989, filed with the
Commission in November, 1989 (Commission File No. 1-7727)
5 OPINION RE LEGALITY
The opinion of Murtha, Cullina, Richter and Pinney concerning matters
of legality. (Previously Filed)
23 CONSENT OF EXPERTS AND COUNSEL
(i) --Consent of Independent Public Accountants
(ii) --The consent of Messrs. Murtha, Cullina, Richter and Pinney,
counsel for the Company, to the reference to their firm in
the Prospectus forming a part of this Registration
Statement and to the use of their opinion as Exhibit 5 to
this Registration Statement is included in said opinion.
24 POWER OF ATTORNEY (Previously Filed)
99 ADDITIONAL EXHIBITS
(i) --Exhibit Index
ITEM 17. UNDERTAKINGS.
The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company's
annual report pursuant to section 13(a) or section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the
Company has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in
said Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Company of expenses incurred or paid by a director, officer or controlling
person of the Company in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Company will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as expressed in
said Act and will be governed by the final adjudication of such issue.
The Company hereby undertakes that for the purposes of determining any
liability under the Securities Act of 1933: (1) the information omitted
from the form of prospectus filed as part of this registration statement in
reliance upon Rule 430A and contained in the form of prospectus filed by
the Company pursuant to Rule 424(b)(1) or (4) or 497(h) under the
Securities Act shall be deemed to be part of the registration statement as
of the time it was declared effective and (2) that each post-effective
amendment that contains a form of prospectus shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE
REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT
MEETS ALL OF THE REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED
THIS AMENDMENT NO. 1 TO ITS REGISTRATION STATEMENT TO BE SIGNED ON ITS
BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF
HARTFORD, STATE OF CONNECTICUT ON THE 3RD DAY OF JUNE, 1996.
CONNECTICUT NATURAL GAS CORPORATION
(REGISTRANT)
S/ Victor H. Frauenhofer
------------------------------------
(VICTOR H. FRAUENHOFER)
CHAIRMAN AND PRESIDENT
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
AMENDMENT NO. 1 TO THE REGISTRATION STATEMENT HAS BEEN SIGNED BY THE
FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED.
S/ Victor H. Frauenhofer President, (Principal June 3, 1996
------------------------------- Executive Officer) and
(VICTOR H. FRAUENHOFER) Director
S/ James P. Bolduc Senior Vice President - June 3, 1996
------------------------------- Financial Services and
(JAMES P. BOLDUC) Chief Financial Officer
(Principal Financial
Officer)
S/ Andrew H. Johnson Treasurer and Chief June 3, 1996
------------------------------- Accounting Officer
(ANDREW H. JOHNSON) (Principal Accounting
Officer)
S/ James P. Bolduc June 3, 1996
-------------------------------
(JAMES P. BOLDUC)
as Attorney-in-fact for:
BESSYE W. BENNETT, ESQ. Director
JAMES F. ENGLISH, JR. Director
HERMAN J. FONTEYNE Director
BEVERLY L. HAMILTON Director
HARVEY S. LEVENSON Director
DENIS F. MULLANE Director
RICHARD J. SHIMA Director
LAURENCE A. TANNER Director
DEROY C. THOMAS Director
MICHAEL W. TOMASSO Director