SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN A PROXY STATEMENT
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 Party other than the Registrant
Check the appropriate box:
Preliminary Proxy Statement Confidential, for Use of the Commission
X Definitive Proxy Statement Only (as permitted by Rule 14a-6(e)(2))
Definitive Additional Materials Soliciting Material Pursuant to
Rule 240.14a-11(c) or Rule 240.14a-12
ESSEX COUNTY GAS COMPANY
(Name of Registrant as Specified in Its Charter)
_________________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
Payment of Filing Fee (Check the appropriate box):
X No fee required
Fee computed on table below per Exchange Act Rules 14a-
6(i)(4) and O-11.
(1) Title of each class of 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 O-11 (Set forth the
amount on which the filing fee is calculated and state how it
was determined:
___________________________________________________________
(4) Proposed maximum aggregate value of transaction:
___________________________________________________________
(5) Total fee paid:
___________________________________________________________
Fee paid previously with preliminary materials.
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 by registration 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:
____________________________
N O T I C E O F
A N N U A L M E E T I N G
J A N U A R Y 21, 1 9 9 7
A N D
P R O X Y S T A T E M E N T
ESSEX COUNTY GAS COMPANY
7 NORTH HUNT ROAD
AMESBURY, MASSACHUSETTS 01913
Phone: (508) 388-4000
ANNUAL MEETING OF STOCKHOLDERS
To Be Held January 21, 1997
December 2, 1996
Dear Stockholders:
YOUR VOTE IS IMPORTANT TO US! Whether or not you plan to
attend the Stockholders' Meeting, I urge you to vote. Please
specify your choice by marking the appropriate boxes on the
enclosed proxy and returning it in the postpaid return envelope
as promptly as possible. If you date, sign and return your
proxy card without indicating your choices, the persons
designated as proxies will vote your shares in accordance with
the recommendations of your Directors and management.
The Annual Meeting of Stockholders will be held at 10:00
a.m. at the offices of State Street Bank, 225 Franklin Street,
Boston, Massachusetts on January 21, 1997.
Charles E. Billups
Chairman of the Board
NOTICE
ESSEX COUNTY GAS COMPANY
7 NORTH HUNT ROAD
AMESBURY, MASSACHUSETTS 01913
Phone: (508) 388-4000
ANNUAL MEETING OF STOCKHOLDERS
To Be Held January 21, 1997
December 2, 1996
To the Common Stockholders of
ESSEX COUNTY GAS COMPANY:
Notice is hereby given that the Annual Meeting of the
Stockholders of Essex County Gas Company will be held at the
offices of State Street Bank and Trust Company, 225 Franklin
Street (33rd Floor), Boston, Massachusetts, on Tuesday, January
21, 1997, at 10:00 o'clock a.m., Eastern Standard Time, for the
following purposes:
1. To elect a Board of Directors to serve for the
ensuing year.
2. To transact such other business as may properly come
before the meeting.
Only Common Stockholders of record as of the close of business
on December 2, 1996, will be entitled to vote at the meeting
and at any and all adjournments thereof.
In case you are unable to personally be present at the
meeting, you are urged, no matter how small your holdings, to
execute the enclosed proxy and return it promptly in the
accompanying envelope.
By Order of the Board of Directors
Cathy E. Brown, Clerk
This document constitutes a Proxy Statement of Essex County Gas
Company relating to the solicitation of proxies for the
matters to be acted upon at its Annual Meeting of Stockholders.
IMPORTANT
To assure your representation at the meeting, please
mail the enclosed proxy promptly.
PROXY STATEMENT
ESSEX COUNTY GAS COMPANY
7 NORTH HUNT ROAD
AMESBURY, MASSACHUSETTS 01913
Phone: (508) 388-4000
ANNUAL MEETING OF STOCKHOLDERS
January 21, 1997
December 2, 1996
PROXY AND SOLICITATION
The accompanying proxy is solicited by and on behalf of
the Board of Directors of Essex County Gas Company for use at
the Annual Meeting of Stockholders to be held at the offices of
State Street Bank and Trust Company, 225 Franklin Street (33rd
floor), Boston, Massachusetts, on Tuesday, January 21, 1997, at
10:00 a.m. Eastern Standard Time, for the purposes set forth in
the foregoing notice of the Annual Meeting of Stockholders and
at any and all adjournments thereof. The proxy material will
be mailed to all stockholders of the Company on or about
December 5, 1996.
The Annual Report of the Company for the fiscal year ended
August 31, 1996, including financial statements, is being
mailed to all stockholders of the Company simultaneously with
the mailing of this Proxy Statement.
A stockholder who executes a proxy may revoke it at any
time before it is voted by notifying the Clerk of the Company
to such effect in writing prior to the Annual Meeting, by
filing with the Company a superseding later-dated proxy, or by
voting in person at the Annual Meeting. The affirmative vote
of the holders of a majority of the Common Stock present or
represented at the Annual Meeting is required to approve the
matters which are to be submitted to the stockholders at the
Annual Meeting. Abstentions shall be voted neither "for" nor
"against," but shall be counted in the determination of a
quorum. Broker non-votes and withheld votes will not be
included for quorum purposes or in the total number of votes
cast and therefore will have no effect on the vote.
As of November 1, 1996, there were outstanding 1,650,847
shares of Common Stock, each of which is entitled to one vote
per share, in person or by proxy, on all matters acted on at
the meeting. Only Common Stockholders of record at the close
of business on December 2, 1996, will be entitled to vote at
the meeting or at any adjournment thereof.
The persons named in the accompanying form of proxy,
including any substitutes, will vote such proxy in accordance
with any specifications made in the space provided therefor in
the form of proxy and, if no specification is made, will vote
such proxy as recommended by the Directors (1) to reelect as
Directors each of the twelve nominees as set forth below unless
authority to elect one or more Directors has been withheld, or
(2) to elect as Director such other persons, or a lesser number
of Directors as may be approved by the Board of Directors, if,
for any reason any of said persons is unable to serve.
ELECTION OF DIRECTORS
Information About Nominees
In accordance with the Company's By-Laws, a Board of not
less than three or more than fifteen directors is to be elected
at the Annual Meeting of Stockholders to serve until the next
Annual Meeting of Stockholders and until their successors are
duly elected and qualified. The Board has fixed the number of
directors at twelve. All of the following nominees for
Director are currently Directors of the Company and all of the
nominees have consented to serve if elected. The proxy cannot
be voted for more than twelve nominees. Unless otherwise
noted, each of the Directors has been with the organizations
listed in the following table in the capacity or capacities so
listed for more than five years.
NOMINEES FOR DIRECTOR
Nominee and Principal Served as
Occupation for the last Director
Five Years Age Since
CHARLES E. BILLUPS ........... 67 1971
Chairman of the Board of the
Company since January 1985;
Interim President of the Company,
May 1992 to December 1992;
President and CEO of the Company,
1973 to 1989.
BENJAMIN C. BIXBY ............ 61 1979
Chairman of the Board, Bixby
International Corporation (a
processor of high performance
plastics.) Director, Bay Bank, N.A.,
Northeast Regional Board; Director,
Bay State Insurance Company;
Director, Merrimack Mutual
Insurance Company; Director,
Cambridge Mutual Fire Insurance
Company.
DANIEL A. BURKHARDT .......... 49 1985
Principal, The Jones Financial Companies,
a Limited Partnership (Investment
Bankers); Director, St. Joseph Light
& Power Co.; Director, Galaxy
Cablevision Management, Inc.;
Director, Mid-America Realty Trust;
Director, Southeastern Michigan
Gas Enterprises, Inc.; Chairman, Community
Investment Partners, LP, I & II.
EDWARD J. CURTIS ............. 54 1993
President, E.J. Curtis Associates,
Inc. (Professional Management
Consulting Services); Director,
Southeastern Michigan Gas
Enterprises, Inc.
DOROTHY J. DOTSON ............ 52 1985
Senior Vice President, Managing Director,
NatWest Markets(Corporate and Investment
Banking) since January 1994; Investment
Banking, S.G. Warburg & Co., Inc.,
April 1990 to December 1993.
RICHARD P. HAMEL ............. 53 1991
Attorney at Law and Owner of the
law firm of Hamel, Deshaies
& Gagliardi; Director, First &
Ocean National Bank.
ROBERT S. JACKSON ............ 63 1985
Principal, Phase II Consulting (utility
consulting) since June 1, 1993;
Senior Vice President, Stone and
Webster Management Consultants, Inc.
(utility consultants) from 1974
until May 31, 1993.
ERIC H. JOSTROM .............. 54 1981
President and Chief Investment
Officer, Constitution Management Company
Inc.; Registered Investment Advisor,
1992 to 1996; Director, Indosuez
International Investment Services, S.A.,
Paris; Director, Indosuez Asia Advisors Ltd.
Hong Kong; President and Managing Director,
Standard Chartered Equitor, N.A.; Former
President and Managing Director, Standard
Chartered North American Asset Management Co.,
Inc.; President, Indosuez Asia Strategic
Growth Fund, Inc.; Deputy Managing Director,
Standard Chartered Equitor Global Asset
Management Co., LTD, London; Chartered North
American Asset Management Co., Inc.; Deputy
Managing Director, Standard Chartered Equitor
Global Asset Management Co., LTD, London.
ROBERT L. MEADE .............. 66 1983
Attorney at Law and private
investor.
KENNETH L. PAUL .............. 55 1977
Vice President, Sales and Marketing,
Process Engineering, Division of
Process Engineering Systems Inter-
national since 1994; President
and CEO, Process Engineering, Inc.,
from 1990 to 1994; Director, Family Bank;
Director, Family Bancorp.
PHILIP H. REARDON ............ 60 1992
President and Chief
Executive Officer of the
Company since December 7, 1992;
President and Chief Executive
Officer, New Jersey Natural Gas
Company, January 1987 to May
1992; Director, Middlesex Water Company
since May 1991; Director, First &
Ocean National Bank since April 1995.
RICHARD L. WELLMAN 43 1994
Consultant, Katahdin Analytical Laboratories,
Inc., since September 1996; Client Services
Manager, Katahdin Analytical Laboratories,
Inc., November 1995 to September 1996;
Laboratory Operations Manager, Pace
New England, Inc., 1988 to November 1995;
Director, Acadia Management, Inc.
MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES
During the fiscal year 1996, there were five meetings of
the Board of Directors. All Directors attended over 75% of the
aggregate number of meetings of the Board and the Committees on
which they served. The Board of Directors has standing
Executive, Compensation and Audit Committees. The Board of
Directors does not have a standing Nominating Committee. The
Executive Committee performs the functions of a Nominating
Committee.
The Executive Committee of Messrs. Billups (Chairman),
Bixby, Meade, and Hamel has the power and responsibility of the
Board of Directors in the management of the business and
affairs of the Company when the Board of Directors is not in
session. All action taken by the Executive Committee is
submitted for ratification at the next meeting of the Board of
Directors. During the fiscal year 1996 there were five
meetings of the Executive Committee.
The Compensation Committee of Messrs. Bixby (Chairman),
Meade, Hamel and Jostrom reviews and makes recommendations to
the Board of Directors as to the salaries and benefits of the
Executive Officers of the Company. The Compensation Committee
also has the responsibility of administering the Essex County
Gas Company 1994 Stock Option Plan, an incentive stock option
plan. All actions taken by the Compensation Committee are
submitted for ratification at the next meeting of the Board of
Directors. During the fiscal year 1996 there were two meetings
of the Compensation Committee.
The Audit Committee has the responsibility of recommending
auditors, determining the scope of their services and reviewing
statements prepared and recommendations made by the auditors
for the period under audit. The Committee members are Messrs.
Bixby (Chairman), Paul and Ms. Dotson. During fiscal 1996
there was one meeting of the Audit Committee.
DIRECTORS' COMPENSATION
Each Director, other than Mr. Billups, is paid a fee of
$500 for each meeting of the Board of Directors attended and
$400 for each meeting of Committees of the Board attended.
Reasonable travel expenses are reimbursed. In addition, each
Director, other than Mr. Billups and those Directors who
receive salaries from the Company, is paid a quarterly retainer
of $1,250 for all other services rendered to this Company.
Also, each member of the Executive Committee is paid a
quarterly retainer of $1,250 except Mr. Billups and those
members who receive salaries from the Company. Finally, Mr.
Billups is paid a quarterly retainer of $5,000 in lieu of the
foregoing Directors' fees.
The Company maintains a plan that allows the members of
the Board of Directors to defer receipt of all or any part of
their fees as a Director or as a member of any and all
Committees of the Board. Under the Deferral Plan, a
participating Director may elect that deferred amounts be
credited to either a cash account or to a stock account. A
Director may also elect that any amounts previously credited to
a cash account be transferred to a stock account, but amounts
credited to a stock account cannot be transferred to a cash
account. Amounts credited to the stock account are credited
with the number of shares of Common Stock that can be purchased
at fair market value on the date such amount is credited to the
account. Fees deferred and related earnings are payable when a
Director ceases to be a Director, following a Director's
retirement from his primary occupation, or on a fixed date five
or more years after the election to defer fees. The plan also
provides an election to receive deferred fees and accrued
interest in one sum or in annual installments, not to exceed
ten years. In the event of death of a Director, payments are
made to the beneficiary designated by the Director.
SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table lists the beneficial ownership, as of
November 1, 1996, of Common Stock by all directors, each of the
executive officers named in the Summary Compensation Table
herein and the directors and executive officers of the Company
as a group.
Amount of
Beneficial
Ownership Percent
of Common of
Name Stock* Class
Charles E. Billups 2,000 **
Benjamin C. Bixby 2,182(1) **
Daniel A. Burkhardt 430 **
Edward J. Curtis 100 **
Dorothy J. Dotson 552 **
Richard P. Hamel 25,700(2) 1.56%
Robert S. Jackson 2,652 **
Eric H. Jostrom 26,553(3) 1.61%
Robert L. Meade 21,045 1.27%
Kenneth L. Paul 3,460(4) **
John W. Purdy, Jr. 4,498(5) **
Philip H. Reardon 12,155(6) **
Richard L. Wellman 500 **
All Directors and Executive
Officers as a Group
(17 persons) 125,391(7) 7.60%
* Shares held directly with sole voting and/or investment power
unless otherwise indicated.
** Shares beneficially owned do not exceed one percent of the
outstanding shares of Common Stock.
(1) Includes 1,638 shares owned by his wife.
(2) Includes 25,600 shares of Common Stock owned by Trusts, of
which he is a co-trustee. Beneficial ownership of 25,600
shares is disclaimed.
(3) Includes 24,100 shares of Common Stock owned by Trusts, of
which he is a trustee or a co-trustee. Beneficial
ownership of 24,100 shares is disclaimed.
(4) Includes 1,168 shares of Common Stock owned by his son.
(5) Includes 686 shares of Common Stock held in the Company's
Employee Thrift (401-k) Trust Fund and 3,309 shares of
Common Stock held in the Company's Employee Stock Ownership
Plan Trust Fund.
(6) Includes 1,000 shares owned jointly by his wife and mother-
in-law; 1,469 shares of Common Stock held in the Company's
Employee Thrift (401-k) Trust Fund; 1,927 shares of Common
Stock held in the Company's Employee Stock Ownership Plan
Trust Fund and 4,800 shares in the Company's Incentive
Stock Option Plan.
(7) See footnotes 1-5 above; includes 4,136 shares of Common
Stock held in the Company's TRASOP Trust Fund, 4,952 shares
of Common Stock held in the Company's Employee Thrift
(401-k) Trust Fund, and 9,896 shares of Common Stock held
in the Company's Employee Stock Ownership Plan Trust Fund
for executive officers not previously noted.
COMPENSATION OF EXECUTIVE OFFICERS
Cash Compensation
The following table shows compensation paid by the Company
and its subsidiaries to the Company's President and Chief
Executive Officer and the other Executive Officer of the
Company whose total annual compensation for fiscal 1996
exceeded $100,000.
SUMMARY COMPENSATION TABLE
- - -----------------------------------------------------------------------------
Annual Compensation Long Term Compensation
------------------- ----------------------
Restricted (2)
Name and (1) Other Annual Stock All Other
Principal Year Salary Bonus Compensation Awards Options Compensation
Position ($) ($) ($) ($) (#) ($)
- - ------------------------------------------------------------------------------
Philip H. Reardon
President &
Cheif Executive
Officer
1996 176,278 - - 17,712
1995 175,462 - 24,000 25,100
1994 171,283 - - 24,447
John W. Purdy, Jr.
Vice President
Marketing and
Public Affairs
1996 110,492 - - 12,716
1995 107,683 - - 18,132
1994 102,910 - - 14,865
- - ------------------------------------------------------------------------------
(1) Compensation for Mr. Reardon includes $3,078, $2,262 and
$1,500 in deferred directors fees for fiscal 1996, 1995 and
1994, respectively.
(2) The amounts in this column represent the contributions by
the Company on behalf of the above-named individuals to the
Company's Employee Stock Ownership Plan (the "ESOP") which
is a qualified defined contribution plan and the Company's
contribution to its Employee Thrift Savings Plan (the
"Thrift Plan") which is a defined contribution plan that
incorporates salary deferral provisions pursuant to Section
401(k) of the Internal Revenue Code for all employees who
have elected to participate on that basis. During the
fiscal year ended August 31, 1996, the Company
contributions under the ESOP and Thrift Plan for Mr.
Reardon were $12,612 and $5,100, respectively, and
contributions under the ESOP and Thrift Plan for Mr. Purdy
were $9,401 and $3,315, respectively. For the fiscal year
ended August 31, 1995, contributions to Mr. Reardon under
the ESOP and Thrift Plan were $19,904 and $5,196,
respectively, and for Mr. Purdy, $14,901 and $3,231,
respectively. For the fiscal year ended August 31, 1994,
contributions under the ESOP and Thrift Plan for Mr.
Reardon were $18,483 and $5,964, respectively and for Mr.
Purdy were $11,658 and $3,207, respectively.
Employee Plans and Agreements
The Company maintains a non-contributory defined benefit
pension plan (the "Plan"), for non-union employees to provide
retirement benefits based on a final full five-year average
compensation formula. Non-union employees are eligible for the
Plan at age 21, with one year of service, with benefits based
on a maximum of 25 years of service until age 65.
The following table shows the 1996 annual pension benefits
payable to employees upon retirement at age 65 in various
levels of final five-year average remuneration and
years-of-service classification, assuming the election of a
retirement allowance payable as a life annuity:
Pension Plan Table
Years of Service
Final 5-Year
Covered 25 or
Compensation 10 15 20 more
$100,000 $21,270 $31,906 $42,541 $53,176
120,000 25,670 38,506 51,341 64,176
140,000 30,070 45,106 60,141 75,176
160,000 34,470 51,706 68,941 86,176
180,000 38,870 58,306 77,741 97,176
Compensation under the Plan is defined as regular
remuneration paid for services including commissions paid to
salesmen but excluding bonus, overtime and special pay. The
estimated credited years of service at normal retirement under
the Plan for the individuals named in the Summary Compensation
Table is: Philip H. Reardon, 9, and John W. Purdy, Jr., 14.
The benefits listed in the Pension Plan Table are not subject
to any deduction for Social Security or other offset amounts.
In addition, the Company has a Supplemental Executive
Retirement Plan for executives of the Company who are selected
by the Board of Directors to participate. The Supplemental
Executive Retirement Plan provides retirement and disability
benefits as well as a death benefit. Mr. Reardon has been
selected and is participating in the Supplemental Executive
Retirement Plan. Benefits under such Plan are determined
according to the following Benefit Formula: 60% of highest
5 consecutive full calendar years average reduced by the
employee's qualified plan benefits from Essex County Gas
Company and New Jersey Natural Gas Company.
The Company has entered into contingent employment
agreements with Philip H. Reardon and John W. Purdy, Jr. These
agreements become effective only upon a change of control (as
defined in the agreements). These agreements call for the
executive to receive an annual salary at the rate which is not
less than the current rate of annual salary with the
opportunity for increases from time to time thereafter which
are in accordance with the Corporation's regular practices. In
addition, the executive is also entitled to current benefits,
including insurance and participation in qualified plans. In
the event of a termination of any of these employment agreements
by the Company after a change of control for any reason
other than death, disability or cause, or in the event a
covered officer resigns upon the occurrence of (i) any
significant change in the nature or scope of the officer's
duties from those presently performed, any reduction in total
compensation, any other breach by the Company of the employment
agreement or (ii) a reasonable determination by such officer
that, as a result of a change of control and such change in
circumstances thereafter significantly affecting his position,
such officer is unable to exercise the authorities, powers,
functions or duties attached to his position, such officer will
be entitled to receive the above mentioned compensation and
benefits as provided for in the employment agreement for a term
of two years.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE
COMPENSATION
The Committee's Compensation policies and plans applicable
to the executive officers seeks to enhance the profitability of
the Company and shareholder value, as well as control costs and
maintain reasonable rates for the customers. The Committee's
practices reflect policies that compensation should (1) attract
and retain well-qualified executives, (2) support short- and
long-term goals and objectives of the Company, (3) reward
individuals for outstanding contributions to the Company's
success, (4) be meaningfully related to the value created for
shareholders, and (5) relate to maintenance of good customer
relations and reasonable rates.
Chief Executive Officer
In establishing the Chief Executive Officer's
compensation, the Committee begins by determining the salary
paid to chief executive officers at similarly sized utility
companies, as reported in regional surveys, keeping in mind the
performance of those companies, in order to establish a start
ing point for the Chief Executive Officer's compensation. The
Committee then reviews certain of its financial goals,
including earnings, return on equity, and cost containment
efforts; to the extent these goals have been met or exceeded,
the Chief Executive Officer's compensation is increased. More
than any other factor, the Compensation Committee believes the
degree of success in meeting these financial objectives is the
most important element in determining the Chief Executive
Officer's compensation. Secondarily important (and somewhat
more subjective) in the Compensation Committee's considerations
are the following criteria: the development of a Company
strategic plan, the creation of an action plan to improve
relations with regulators, customers and the media, and
involvement in community affairs. The proposed compensation
amount is then submitted to the full Board of Directors for
approval.
Other Executive Officers
In establishing compensation for the Company's executive
officers other than the Chief Executive Officer, the Chief
Executive Officer first establishes a salary range for each
executive officer. These salary ranges are based in part upon
salaries provided to executive officers in comparable utility
companies, as reported by regional salary surveys, based on the
relative significance of each officer's responsibilities.
Specific salary levels are then established through evaluations
of each executive officer's performance of his or her goals and
duties with the assistance of outside compensation specialists.
Financial goals related to earnings, cost containment efforts
and return on equity are the most important factors. Other,
more subjective goals such as leadership qualities, as well as
technical abilities also influence the determination of each
executive officer's salary level. These base salary levels, as
determined by the Chief Executive Officer, are then reviewed by
the Compensation Committee and approved by the Board.
COMPENSATION COMMITTEE MEMBERS
Benjamin C. Bixby, Chairman
Robert L. Meade
Richard P. Hamel
Eric H. Jostrom
COMPARATIVE TOTAL SHAREHOLDER RETURN
Set forth below is a line graph comparing the cumulative
total shareholder return for the Company's Common Stock to the
cumulative total return of the Standard & Poor's ("S&P") 500
Stock Index and the S&P 40 Utility Index for the five-year
period beginning August 31, 1991 and ending August 31, 1996.
GRAPH
8/31/91 8/31/92 8/31/93 8/31/94 8/31/95 8/31/96
ESSEX COUNTY GAS
COMPANY $100.00 $113.99 $156.72 $134.30 $145.92 $155.49
S&P 500 STOCK INDEX $100.00 $107.92 $124.34 $131.14 $159.27 $189.10
S&P UTILITIES 40
40 INDEX $100.00 $115.78 $145.46 $129.31 $151.38 $171.29
Assumes $100 invested at the close of trading on the last
trading day of fiscal 1991 in Essex County Gas Company Common
Stock, S&P 500 Stock Index and S&P Utilities 40 Index. Also
assumes reinvestment of dividends.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER
PARTICIPATION
The members of the Compensation Committee during the 1996
fiscal year were Benjamin C. Bixby (Chairman), Robert L. Meade,
Richard P. Hamel and Eric H. Jostrom.
Richard P. Hamel, a Director of the Company, is a partner
in the law firm of Hamel, Deshaies & Gagliardi, a firm which
performed legal services for the Company during the past 21
years. The firm has also been retained for the current fiscal
year.
CERTAIN TRANSACTIONS
The Company has engaged NatWest Markets as placement agent
for issuance of First Mortgage Bonds during the 1997 fiscal
year. Ms. Dorothy J. Dotson, a director of the Company, is a
Senior Vice President and Managing Director of NatWest Markets.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934
requires the Company's executive officers and directors, and
persons who own more than ten percent of a registered class of
the Company's equity securities, to file reports of ownership
and changes in ownership with the Securities and Exchange
Commission. Officers, directors and greater than ten-percent
shareholders are required by SEC regulation to furnish the
Company with copies of all Section 16(a) forms they file.
Based solely on its review of the copies of such forms
received by it, or written representations from certain
reporting persons that no Forms 5 were required for those
persons the Company believes that during the fiscal year ended
August 31, 1996, all filing requirements applicable to the
officers, directors, and greater than ten-percent beneficial
owners were complied with.
INDEPENDENT PUBLIC ACCOUNTANTS
The firm of Arthur Andersen LLP, independent certified
public accountants, was appointed in August, 1987, and is
expected to be reappointed at the Board of Directors Meeting on
January 21, 1997, as auditors to examine the records of the
Company for the fiscal year ended August 31, 1997.
Representatives of Arthur Andersen LLP are expected to be
present at the Annual Meeting with the opportunity to make a
statement, if they desire to do so, and to be available to
respond to appropriate questions.
EXPENSES
The expenses in connection with the solicitation of the
enclosed form of proxy will be borne by the Company. In order
to obtain the requisite vote at the Annual Meeting, Company
officers, directors, and other employees of the Company may
solicit proxies, but the Company will not pay any compensation
for such solicitations. In addition, the Company has contracted
with Corporate Investors Communications, Inc. to assist the
Company with the solicitation of proxies for a fee of $4,000
plus expenses.
STOCKHOLDER PROPOSALS
Any stockholder proposal to be presented at the 1998
Annual Meeting of the Company must be received by Cathy E.
Brown, Clerk of the Corporation, on or before August 8, 1997,
for inclusion in the Company's Proxy Statement and form of
Proxy relating to that meeting.
For any item of business to be properly considered at the
1998 Annual Meeting, the item of business must either (a) be
specified in the notice of meeting (or any supplement thereto)
given by or at the direction of the Board of Directors or the
persons calling the meeting as herein provided, (b) be
otherwise properly brought before the meeting by or at the
direction of the Board of Directors, or (c) be otherwise
properly brought before the meeting by a shareholder as
hereinafter provided. For business to be properly brought
before a meeting by a shareholder, the shareholder must have
given timely notice thereof in writing to the Clerk of the
Corporation. To be timely, a shareholder's notice must be
delivered to or mailed and received at the principal executive
offices of the Corporation not less than sixty (60) days nor
more than ninety (90) days prior to the meeting; provided,
however, that in the event that less than seventy (70) days'
notice or prior public disclosure of the date of the meeting of
shareholders is given or made to shareholders, to be timely,
notice by the shareholder of business to be conducted at a
meeting must be received by the Clerk not later than the close
of business on the tenth day following the day on which notice
of the date of the meeting of shareholders was mailed or such
public disclosure was made to the shareholders. A
shareholder's notice to the Clerk shall be set forth as to
each matter he proposes to bring before the meeting (a) a brief
description of the business desired to be brought before the
meeting and the reasons for conducting such business at the
meeting, (b) the name and address, as they appear on the
Corporation's books, of the shareholder or shareholders
proposing such business, (c) the class or classes of stock and
number of shares of such class or classes of stock which are
beneficially owned by the proposing shareholder or share
holders, and (d) any material interest of the proposing
shareholder or shareholders in such business.
OTHER MATTERS
The Company does not presently intend to bring before the
meeting any matters other than those specified and has no
knowledge of any other matters which may be brought up by other
persons. However, if any other matters not now known properly
come before the meeting or any adjournment thereof, the persons
named in the enclosed form of proxy, including any substitutes,
will vote said proxy in accordance with their judgment on such
matters.
By Order of the
BOARD OF DIRECTORS
Cathy E.Brown
Clerk
December 2, 1996
PROXY -- SOLICITED BY THE BOARD OF DIRECTORS
ESSEX COUNTY GAS COMPANY
The undersigned hereby constitutes and appoints Charles E.
Billups and Richard P. Hamel, or either of them, with full
power of substitution and revocation in each, proxies to vote
all shares of Common Stock of Essex County Gas Company which
the undersigned may be entitled to vote at the Annual Meeting
of the Stockholders to be held on January 21, 1997, and at
any and all adjournments thereof.
The Board of Directors recommends votes "for" all of the
following proposals:
1. ELECTION OF DIRECTORS
FOR AGAINST ABSTAIN
all nominees listed below all nominees
(except as marked to the listed below
contrary below)
/__ / /__ / /__ /
(INSTRUCTION: To vote against any individual nominee,
strike a line through that nominee's name
in the list below.)
C. E. Billups, B. C. Bixby, D. A. Burkhardt, E. J. Curtis, D.
J. Dotson, R. P. Hamel, R. S. Jackson, E. H. Jostrom, R. L.
Meade, K. L. Paul, P. H. Reardon, and R. L. Wellman.
2.WITH DISCRETIONARY AUTHORITY TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.
(Continued and to be signed on other side)
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
- - - - - - - -
Account No. No. of Shares
This Proxy will be voted as specified. If no specification is
made, the Proxy will be voted FOR all Items.
Dated: ________________________, 199_
Please
Sign
Here ______________________________
Stockholders please sign this proxy
exactly as your name appears above,
including the title "Executor",
"Administrator", "Trustee", etc., if
the same is indicated. If a joint
account, each joint owner should sign.
If stock is held by a corporation,
this proxy should be executed by an
authorized officer thereof.