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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-2.
NEW JERSEY RESOURCES CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
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[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-12.
(1) Title of each class of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
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0-11(a)(2) and identify the 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.
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NEW JERSEY RESOURCES CORPORATION
1415 WYCKOFF ROAD
WALL, NEW JERSEY 07719
------------------------
PROXY STATEMENT AND
NOTICE OF 1999 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JANUARY 26, 2000
------------------------
The Annual Meeting (the "Meeting") of Stockholders of New Jersey Resources
Corporation (the "Company") will be held at 10:30 a.m., Wednesday, January 26,
2000, at the Robert B. Meyner Reception Center at the PNC Bank Arts Center, Exit
116 on the Garden State Parkway, Holmdel, New Jersey 07733, for the following
purposes:
1. To elect four directors to the Board of Directors.
2. To amend the Company's Long-Term Incentive Compensation Plan (the
"Plan") to: (a) increase from 750,000 to 1,500,000 the number of shares of
the Company's Common Stock authorized for awards thereunder; (b) include
all part-time employees as participants eligible to receive awards
thereunder; (c) limit the number of options that may be issued under the
Plan to any participant to 200,000 annually; and (d) permit the Board of
Directors of the Company to amend, suspend or terminate the Plan or any
portion thereof at any time, without a vote of stockholders, unless such a
vote is required by law.
3. To approve the action of the Board of Directors in retaining
Deloitte & Touche LLP as auditors for the fiscal year ending September 30,
2000.
4. To transact any other business that may properly be brought before
the Meeting or any adjournment or adjournments thereof.
The Board of Directors has fixed the close of business on December 8, 1999,
as the record date for the determination of the stockholders entitled to notice
of and to vote at the Meeting. Accordingly, only stockholders of record at the
close of business on that date will be entitled to vote at the Meeting.
A copy of the Company's Annual Report for 1999 is being mailed concurrently
with this proxy material to all stockholders of record.
A cordial invitation is extended to you to attend the Meeting. If you do
not expect to attend the Meeting, please vote by telephone or the Internet, or
sign, date and return the enclosed proxy promptly to the Secretary in the
enclosed envelope. See the enclosed Proxy Card for instructions about the use of
each of these options.
OLETA J. HARDEN
Secretary
Wall, New Jersey
December 22, 1999
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PROXY STATEMENT
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NEW JERSEY RESOURCES CORPORATION
1415 WYCKOFF ROAD
WALL, NEW JERSEY 07719
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ANNUAL MEETING OF STOCKHOLDERS
JANUARY 26, 2000
This proxy statement sets forth certain information with respect to the
accompanying proxy to be used at the Annual Meeting (the "Meeting") of
Stockholders of New Jersey Resources Corporation (the "Company"), or at any
adjournment or adjournments thereof, for the purposes set forth in the
accompanying Notice of Annual Meeting. The Board of Directors of the Company
(the "Board") solicits this proxy and urges you to vote immediately.
The proxies hereby solicited vest in the proxy holders voting rights with
respect to the election of directors (unless the stockholder marks the proxy to
withhold that authority) and on all other matters voted upon at the Meeting. As
provided by New Jersey law, if you abstain from or withhold your vote (whether
directly or through your broker), your shares will not be included in the total
number of votes cast, and therefore will have no effect on the vote.
Whether you vote by telephone, Internet or by mail, you may later revoke
your proxy at any time before it is exercised by: (i) submitting a properly
signed proxy with a later date; (ii) voting by telephone or the Internet at a
later time, or (iii) voting in person at the Annual Meeting. See the enclosed
Proxy Card for instructions. This proxy statement and the accompanying proxy
materials are being mailed to stockholders on or about December 22, 1999.
PLACE OF ANNUAL MEETING
The Board has designated the Robert B. Meyner Reception Center at the PNC
Bank Arts Center, Exit 116 on the Garden State Parkway, Holmdel, New Jersey
07733, as the place of the Meeting. The Meeting will be called to order at 10:30
a.m., local time, on Wednesday, January 26, 2000.
VOTING OF SECURITIES AND STOCKHOLDER INFORMATION
Only holders of record of the Company's outstanding Common Stock at the
close of business on December 8, 1999 are entitled to notice of and to vote at
the Meeting. At the close of business on December 8, 1999, there were 17,782,908
outstanding shares of Common Stock. Each share is entitled to one vote. No
person to the knowledge of the Company held beneficially 5% or more of the
Company's Common Stock as of December 8, 1999.
The following table sets forth, as of December 8, 1999, the beneficial
ownership of equity securities of the Company of each of the directors and each
of the executive officers of the Company listed in the Summary
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Compensation Table below, and of all directors and executive officers of the
Company as a group. The shares owned by all such persons as a group constitute
approximately 2% of the total shares outstanding.
AMOUNT AND NATURE OF
NAME TITLE OF SECURITY BENEFICIAL OWNERSHIP(1)(2)
- ---- ----------------- -------------------------------
Nina Aversano............................. Common Stock 2,339 shares -- Direct
Bruce G. Coe.............................. Common Stock 11,983 shares -- Direct
3,000 shares -- Indirect(3)
Leonard S. Coleman........................ Common Stock 5,333 shares -- Direct
Laurence M. Downes........................ Common Stock 88,631 shares -- Direct
1,916 shares -- Indirect
Gary A. Edinger........................... Common Stock 22,840 shares -- Direct
20 shares -- Indirect
Joe B. Foster............................. Common Stock 7,378 shares -- Direct
2,000 shares -- Indirect
Hazel S. Gluck............................ Common Stock 7,339 shares -- Direct
James T. Hackett.......................... Common Stock 1,516 shares -- Direct
Timothy C. Hearne......................... Common Stock 21,430 shares -- Direct
399 shares -- Indirect
Lester D. Johnson......................... Common Stock 8,833 shares -- Direct
Dorothy K. Light.......................... Common Stock 11,317 shares -- Direct
40 shares -- Indirect
Glenn C. Lockwood......................... Common Stock 29,567 shares -- Direct
Joseph P. Shields......................... Common Stock 16,940 shares -- Direct
9 shares -- Indirect
John J. Unkles, Jr. ...................... Common Stock 14,973 shares -- Direct
Gary W. Wolf.............................. Common Stock 5,357 shares -- Direct
George R. Zoffinger....................... Common Stock 14,074 shares -- Direct
200 shares -- Indirect(3)
300 shares -- Indirect
All Directors and Executive Officers as a
Group................................... Common Stock 345,468 shares -- Direct
7,990 shares -- Indirect
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(1) Information as to the amount and nature of beneficial ownership not within
the knowledge of the Company, has been furnished by each individual.
(2) Includes shares subject to currently exercisable options or any options
exercisable within the next 60 days, deferred stock units ("Units") in the
Directors' Deferral Plan, and stock units awarded pursuant to the Long-Term
Incentive Compensation Plan ("LTIP Units") as follows: Ms. Aversano -- 1,000
options and 105 Units; Mr. Coe -- 4,500 options and 105 Units; Mr.
Coleman -- 5,000 options; Mr. Downes -- 75,223 options and 4,200 LTIP Units;
Mr. Edinger -- 16,940 options and 400 LTIP Units; Mr. Foster -- 7,000
options; Ms. Gluck -- 7,000 options and 105 Units; Mr. Hackett -- 1,000
options and 236 Units; Mr. Hearne -- 16,145 options and 400 LTIP Units; Mr.
Johnson -- 7,500 options and 105 Units; Mrs. Light -- 6,000 options and 105
Units; Mr. Lockwood -- 23,483 options and 800 LTIP Units; Mr.
Shields -- 13,184 options and 400 LTIP Units; Mr. Unkles -- 9,500 options;
Mr. Wolf -- 5,000 options; Mr. Zoffinger -- 5,000 options and 846 Units; and
all directors and executive officers as a group -- 258,904 options, 1,607
Units and 8,000 LTIP Units.
(3) The person named disclaims beneficial ownership of the shares listed.
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ELECTION OF DIRECTORS
[ITEM (1) ON PROXY CARD]
ITEM 1
The Board of Directors currently consists of twelve members divided into
three classes with overlapping three-year terms. Messrs. Coe and Unkles are
retiring from the Board of Directors, effective as of the date of the Meeting,
and are not being replaced at this time; therefore, subsequent to the Meeting,
the Board of Directors will consist of ten members.
Four individuals have been nominated for election as directors at the
Meeting, each to serve for three-year terms expiring 2003 and each until their
respective successors are elected and have qualified. Each of the nominees is
now serving as a director of the Company. Unless otherwise indicated on a proxy,
the proxy holders intend to vote the shares it represents for all of the
nominees for election as directors.
The affirmative vote of a majority of the shares of the Company's Common
Stock, present or represented by proxy and voted at the Meeting, is required for
the election of directors.
The votes applicable to the shares represented by proxies in the
accompanying form will be cast in favor of the nominees listed below. While it
is not anticipated that any of the nominees will be unable to serve, if any
should be unable to serve, the proxy holders reserve the right to substitute any
other person approved by the Board of Directors.
NOMINEES FOR ELECTION AS
DIRECTORS WITH TERMS EXPIRING IN 2003
NAME AND PERIOD
SERVED AS DIRECTOR BUSINESS EXPERIENCE DURING PAST FIVE YEARS AND OTHER AFFILIATIONS
------------------ -----------------------------------------------------------------
[Gluck photo] President, The GluckShaw Group (formerly Policy Management &
Hazel S. Gluck Communications, Inc.) since April 1994, Founder and President,
Director since 1995 Public Policy Advisors, Inc. from July 1989 to March 1994, both
Age 65 consulting and public relations firms; Director, New Jersey State
Chamber of Commerce; former Commissioner, Port Authority of New
York and New Jersey, NJ Department of Transportation, New Jersey
Transit and NJ Department of Insurance.
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NAME AND PERIOD
SERVED AS DIRECTOR BUSINESS EXPERIENCE DURING PAST FIVE YEARS AND OTHER AFFILIATIONS
------------------ -----------------------------------------------------------------
[Hackett photo] Chairman, President and Chief Executive Officer, Ocean Energy
James T. Hackett Inc., formerly Seagull Energy Corporation, since 1998, an oil and
Director since 1999 gas exploration and production company, President -- Energy
Age 45 Services Group, Duke Energy Corp. from 1997 to 1998; Executive
Vice President, PanEnergy Corp. from 1996 to 1997; Senior Vice
President, NGC Corp. and President, Trident Division of NGC Corp.
from 1990 to 1995; and Director, Ocean Energy Inc.
[Wolf photo] Senior Partner, Cahill Gordon & Reindel, a law firm, for more
Gary W. Wolf than five years and Director, Southwestern Public Service
Director since 1996 Company, an electric utility company, from January 1986 to
Age 61 October 1997.(4)
[Zoffinger photo] President & CEO, Constellation Capital Corp. since March 1998, a
George R. Zoffinger financial services company; President & CEO, Value Property
Director since 1996 Trust, a publicly owned real estate investment trust from 1995 to
Age 51 February 1998; President and CEO, Constellation Bancorp from 1991
through 1994, a financial services company; Chairman and
Director, CoreStates New Jersey National Bank from 1994 through
1997; Director, Commercial Federal Bancorp, MFN Financial Corp.,
both financial services companies; Atlas Steel Inc., a steel
manufacturing company, New Jersey Alliance for Action, and New
Jersey World Trade Council; Trustee, St. Peter's Medical Center,
Woodbridge Economic Development Corporation and the Public
Affairs Research Institute of New Jersey, Inc.
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(4) Cahill Gordon & Reindel represents the Company as legal counsel with respect
to various matters.
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DIRECTORS WITH TERMS EXPIRING IN 2001
NAME AND PERIOD
SERVED AS DIRECTOR BUSINESS EXPERIENCE DURING PAST FIVE YEARS AND OTHER AFFILIATIONS
------------------ -----------------------------------------------------------------
[Downes photo] Chairman of the Board of Directors of the Company since September
Laurence M. Downes 1996 and President and Chief Executive Officer of the Company
Director since 1995 since July 1995; employed by the Company since 1985, including
Age 42 Senior Vice President and Chief Financial Officer from 1990 to
1995; Director, New Jersey Manufacturers Insurance Company and
the American Gas Association; Member, PNC Bank Regional Advisory
Council; Chairman of the Board of Trustees, Georgian Court
College; Chairman, Jersey Shore Partnership; Director, New Jersey
Alliance For Action; and Trustee, Public Affairs Research
Institute of New Jersey, Inc. and Prosperity New Jersey, Inc.(5)
[Foster photo] Chairman, Newfield Exploration Company, an oil and gas
Joe B. Foster exploration company, since January 1989; Director, Baker Hughes,
Director since 1994 Inc., an oil and gas services company and McDermott
Age 65 International, Inc., a construction and engineering firm; past
Chairman of the National Petroleum Council and Member,
Independent Petroleum Association of America.
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(5) The Company and/or its subsidiaries maintain a banking relationship with PNC
Bank of which Mr. Downes is a member of the Regional Advisory Council. The
Company believes that all transactions with this bank were conducted at
terms and rates no more favorable than those available to other similarly
situated commercial banks. In December, 1997, Mr. Downes (along with three
other current or former officers of the Company) entered into a settlement
with the Securities and Exchange Commission ("SEC") in which he consented,
without admitting or denying the SEC's findings, to an administrative order
finding that he was a cause of the Company not fully complying with section
13(a) of the Securities Exchange Act of 1934, as amended, in connection with
the Company's reporting of certain 1992 Company subsidiary transactions. No
fines or monetary penalties were imposed upon him nor was his ability to act
as an officer or director of a public company otherwise limited.
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DIRECTORS WITH TERMS EXPIRING IN 2002
NAME AND PERIOD
SERVED AS DIRECTOR BUSINESS EXPERIENCE DURING PAST FIVE YEARS AND OTHER AFFILIATIONS
------------------ -----------------------------------------------------------------
[Aversano photo] President, North America Global Service Provider Division, Lucent
Nina Aversano Technologies, a designer, developer and manufacturer of
Director since telecommunications systems, software and products, from 1993 to
September 1998 the present, formerly AT&T Network Systems Division.
Age 54
[Coleman photo] Senior Advisor since November 1999 and formerly President,
Leonard S. Coleman National League of Professional Major League Baseball Clubs from
Director since 1995 March 1994 to that time; Executive Director, Market Development,
Age 50 Major League Baseball from December 1991 to March 1994; Vice
President, Investment Banking, Kidder Peabody from 1988 to 1991;
Director, Omnicom Group, Inc., an advertising holding company,
Owens Corning Corp., a glass and plastics manufacturing company,
Avis, Inc., a car rental and leasing company, H. J. Heinz, a
manufacturer and marketer of processed food products, Cendant
Corp, a hotel and real estate franchise company and Radio Unica,
a radio network.
[Johnson photo] Retired. Formerly Director from 1992 through 1995, Vice Chairman
Lester D. Johnson and Chief Financial Officer from January 1995 to December 1995,
Director since 1996 Executive Vice President and Chief Financial Officer from March
Age 67 1992 to December 1994, of Consolidated Natural Gas Company.
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NAME AND PERIOD
SERVED AS DIRECTOR BUSINESS EXPERIENCE DURING PAST FIVE YEARS AND OTHER AFFILIATIONS
------------------ -----------------------------------------------------------------
[Light photo] CEO, Alden Enterprises, LLC, since January 1996 a consulting
Dorothy K. Light company; Corporate Vice President and Secretary from June 1990 to
Director since 1990 July 1995, The Prudential Insurance Company of America;
Age 62 Chairperson, The Prudential Foundation from December 1992 to July
1995, Director, Utility Women's Leadership Conference, and
Trustee and Vice Chairman, Milkweed Editions, a publishing
company.
INFORMATION ABOUT THE BOARD AND ITS COMMITTEES
During fiscal 1999, there were nine meetings of the Board of Directors.
Except for Ms. Aversano, each director attended no less than 75% of the combined
meetings of the Board of Directors and the Committees on which he or she served
during the year.
The Audit Committee, consisting of Nina Aversano, James T. Hackett, Lester
D. Johnson, Dorothy K. Light and Gary W. Wolf (Committee Chair), met four times
during fiscal 1999 for the purpose of overseeing management's responsibilities
for accounting, internal controls, and financial reporting. While not attempting
to verify the results of any specific audit, the Committee did satisfy itself,
and ultimately the Board that these functions are being carried out responsibly.
The Committee acts to assure itself of the independence of the independent
accountants by reviewing each non-audit service rendered or to be rendered by
the accountants. After meeting with the independent accountants to review the
scope of their examination, fees, and the planned scope of future examinations,
the Committee makes a recommendation to the Board for the appointment of an
independent accounting firm for the following fiscal year.
The members of the Corporate Governance Committee are Bruce G. Coe, Leonard
S. Coleman, Joe B. Foster, Hazel S. Gluck, Dorothy K. Light (Committee Chair)
and Gary W. Wolf. The purpose of the Committee is to assess Board composition,
size, additional skills and talents needed, and make recommendations to the
Board regarding those assessments. The Committee recommends to the Board the
nominees for election as directors, and considers performance of incumbent
directors to determine whether to nominate them for re-election. This Committee
met four times in fiscal 1999. The Corporate Governance Committee will consider
qualified nominations for directors recommended by stockholders. Recommendations
should be sent to New Jersey Resources Corporation, Office of the Secretary,
1415 Wyckoff Road, P.O. Box 1464, Wall, New Jersey 07719. Any nomination for
director should be received by the Secretary on or before November 2, 2000.
The Executive Committee consists of Bruce G. Coe (Committee Chair),
Laurence M. Downes, Lester D. Johnson, Dorothy K. Light, Gary W. Wolf and George
R. Zoffinger. During the interval between meetings of the Board of Directors,
the Executive Committee is authorized under the Company's By-Laws to exercise
all the powers of the Board of Directors in the management of the Company,
unless specifically directed otherwise by the Board or otherwise proscribed by
law. This Committee did not meet during fiscal 1999.
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The Financial Policy Committee, consisting of Leonard S. Coleman, Hazel S.
Gluck, James T. Hackett, Lester D. Johnson (Committee Chair), John J. Unkles,
Jr. and George R. Zoffinger, met five times during fiscal 1999 to review and
make recommendations to the Board concerning financing proposals, dividend
guidelines, and other corporate financial and pension matters.
The Management Development and Compensation Committee, consisting of Nina
Aversano, Bruce G. Coe, Joe B. Foster, Lester D. Johnson, Dorothy K. Light and
George R. Zoffinger (Committee Chair), met twice during fiscal 1999 to oversee
the performance and qualifications of senior management, and to review and make
recommendations regarding the annual compensation and benefits of all elected
officers of the Company and its subsidiaries.
REMUNERATION OF DIRECTORS
Directors who are not officers of the Company or its subsidiaries are
compensated as follows: (1) an annual retainer of $14,800 of which $4,000 is
paid in Company common stock; (2) a fee of $800 for each Board and committee
meeting attended and (3) an annual retainer for each committee chairperson of
$5,000. Directors also receive a one-time award of 200 shares and options to
purchase 5,000 shares of the Company's common stock. An additional award of
options to purchase 1,500 shares of the Company's Common Stock is made annually.
Directors who are also officers of the Company or its subsidiaries do not
receive additional compensation for serving on the Board. All directors are
reimbursed for any out-of-pocket expenses incurred in attending Board or
committee meetings.
REMUNERATION OF EXECUTIVE OFFICERS
MANAGEMENT DEVELOPMENT AND COMPENSATION COMMITTEE REPORT
The Management Development and Compensation Committee (the "Committee") of
the Board of Directors consists of six outside, non-employee directors. In
addition, as Chairman and Chief Executive Officer of the Company, Mr. Downes is
a non-voting, ex officio member of the Committee.
The Committee's executive compensation philosophy is designed to attract,
energize, reward and retain qualified executive personnel who will provide
superior results over the long-term and enhance the Company's position in a
highly competitive market. The Committee also administers awards under certain
of the Company's employee benefit plans. Accordingly, the Committee reviews the
performance of the officers of the Company and the Company's subsidiaries, and
makes recommendations to the Board with respect to the compensation and benefit
programs that are applicable to officers of the Company and/or its subsidiaries.
The Committee each year has utilized a national compensation consultant to
review competitive compensation levels of senior executives in the natural gas
industry. Through this process, the Committee identifies the competitive
compensation levels, both with respect to base salary and overall executive
compensation packages, at the Company's peers. Many, but not all of the
compensation peer companies are contained in the Standard and Poor's Utilities
Index used in the performance graph on page 13.
The Committee compares this external data to the base salary and other
compensation provided to senior Company executives. In this fashion, the
Committee is able to assess and make recommendations to the Board with respect
to both individual compensation levels and target performance levels under the
Company's Officer Incentive Compensation Plan (the "Incentive Plan").
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Setting compensation levels for each executive officer is based upon the
Committee's judgment as well as actual performance against established goals.
Individual performance is measured in several specific areas, including the
development and execution of annual operating plans, strategic plans, leadership
qualities, staff development, change in leadership responsibilities and the
individual's specific contributions to corporate objectives which have a
significant and positive impact on the Company. Performance of the subsidiary
companies is measured by comparing actual achievements to financial and
strategic objectives in their annual operating plans. Company performance
criteria is also measured yearly to ensure consistency with the corporate
vision, mission and strategies. In making compensation decisions for 1999 the
Committee reviewed executive accomplishments in total gas throughput, number of
new customers, cost of adding a new customer, earnings, expenses, return on
equity, market share, operating and net income and the Company's assumption of a
leadership role in natural gas-related businesses.
The Company has established three programs providing for direct
compensation of executive officers: the Base Salary Program, the Incentive Plan
and the Long-Term Incentive Compensation Plan (the "Long-Term Plan"). The
structure of the total executive compensation package is such that when the
Company achieves its annual business objectives, the Company's senior executives
are expected to receive a level of compensation approximately equivalent to the
median compensation paid to executives of the Company's peers.
Each of these three programs is discussed in greater detail below.
BASE SALARY PROGRAM
In setting the base salary levels of each executive officer, the Committee
considers the base salaries of executive officers in comparable positions in
other similarly situated natural gas companies and companies of similar size in
other industries. In setting levels, the Company currently targets the 50th
percentile of the relevant labor market. The Committee also considers the
executive's experience level, time and placement in grade and the actual
performance of the executive (in view of the Company's needs and objectives).
Changes in compensation are directly dependent upon individual and Company
performance. Mr. Downes' 1999 base pay is equivalent to the median compensation
for comparable companies.
INCENTIVE PLAN
Under the Incentive Plan, officers and certain key employees of the Company
and New Jersey Natural Gas Company, a wholly-owned subsidiary of the Company
("NJNG"), designated by the Committee, may receive additional cash compensation
based upon the Committee's thorough evaluation of the Company's performance
against a series of performance objectives. The Committee believes that variable
at-risk compensation, both annual and long-term, should make up a significant
part of an executive's compensation and that the amount of this compensation
component should increase with increasing levels of responsibility. Awards under
the Incentive Plan are based upon a percentage of the base salary of each
eligible Incentive Plan participant during the year. Threshold, target and
maximum incentive award levels are established annually by the Committee for
each award group.
Individual awards are payable based on the executive's attainment of a
portfolio of goals including earnings, customer satisfaction and leadership.
Incentive award levels provide payments that are at approximately the 60th
percentile of the market, which is competitive within the industry when
performance results are fully achieved.
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The incentive awards to executive officers for achievements in fiscal 1999
(paid in fiscal 2000), including the incentive of $150,000 made to Mr. Downes,
reflect overall results that were at target for the Company and NJNG.
LONG-TERM PLAN
The Long-Term Plan provides for the award of stock options, (the "Stock
Options"), performance units (the "Performance Units"), or restricted stock (the
"Restricted Stock") to designated employees. The Committee believes that
Performance Units, each unit of which is equal to a share of Common Stock, and
Restricted Stock awards provide executives a strong incentive to create earnings
that could be the foundation for the payment of dividends and as a focus on
stock price appreciation. As the value of the Company's stock is generally
considered the strongest indicator of overall corporate performance, awards of
Stock Options, which allow the executive to benefit by appreciation in stock
price at no direct cost to the Company, and the performance-based Performance
Units and Restricted Stock, provide strong incentives to executives by relating
a portion of their compensation to the future value of the Company's stock.
Additionally, the use of stock-based compensation encourages individuals to act
as owners/managers and is an important means of fostering a mutual interest
between management and shareholders.
In 1999, the Committee made two-year awards under the Long-Term Plan in the
form of Performance Units and Stock Options for one-quarter and three-quarters
of the recipients' total target award value, respectively. Performance Units
were valued at fair market value at the time of grant. The Performance Units
will only vest upon (i) the attainment of a schedule of performance goals
related to total shareholder return as measured against a peer group and (ii)
additional service beyond the point when the goal is reached. The higher the
ranking of the Company among the peer group, the greater the number of
Performance Units that will be earned, up to a maximum of 150% of target. No
Performance Units will vest if the Company does not perform in at least the top
half of the peer group. Stock Options, valued with the Black-Scholes model, were
also granted with an exercise price equal to fair market value at the time of
grant. Awards made to executives under the Long-Term Plan, including the award
to Mr. Downes, are calibrated to equal the 60th percentile of the competitive
market if all awards vest.
OTHER
Section 162(m) of the Internal Revenue Code (the "Code") provides that
executive compensation in excess of $1 million will not be deductible for
purposes of corporate income tax unless it is performance-based compensation and
is paid pursuant to a plan meeting certain requirements of the Code. The
Committee intends to continue reliance on performance-based compensation
programs. The Committee expects that such programs will be intended to fulfill
future corporate business objectives. The Committee currently anticipates that,
to the extent practicable and in the Company's best interest, such programs will
be designed to satisfy the requirements of Section 162(m) with respect to the
deductibility of compensation paid. The Committee recognizes, however, that
there may be business considerations that dictate that compensation be paid that
is not deductible under Section 162(m).
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COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
With the exception of Mr. Downes, who is a non-voting, ex officio member of
the Committee, no member of the Committee is a former or current officer or
employee of the Company or any of its subsidiaries, nor does any executive
officer of the Company serve as an officer, director or member of a compensation
committee of any entity one of whose executive officers or directors is a
director of the Company.
MANAGEMENT DEVELOPMENT & COMPENSATION COMMITTEE :
Nina Aversano Lester D. Johnson
Bruce G. Coe Dorothy K. Light
Joe B. Foster George R. Zoffinger
SUMMARY COMPENSATION TABLE
------------------------------------------------------------------------------------------------------------
ANNUAL COMPENSATION AWARDS
COMPENSATION
----------------- ------------------- ALL OTHER
SALARY BONUS RESTRICTED OPTIONS COMPENSATION**
NAME AND PRINCIPAL POSITION YEAR* ($) ($) STOCK (#) ($)
----------------------------------------- ---- ------- ------- ---------- ------ ----------------
Laurence M. Downes....................... 1999 336,731 135,000 -- 90,000 3,200
Chairman, Chief Executive 1998 293,984 108,030 -- -- 3,200
Officer and President 1997 276,408 70,000 4,185 18,256 3,363
Glenn C. Lockwood........................ 1999 162,550 47,093 -- 30,000 4,877
Senior Vice President & 1998 150,123 46,450 -- -- 4,503
Chief Financial Officer 1997 134,146 25,000 1,740 7,589 4,024
Timothy C. Hearne........................ 1999 149,337 31,064 -- 10,000 4,480
Senior Vice President, Financial & 1998 144,623 35,180 -- -- 4,338
Administrative Services, NJNG 1997 125,998 18,176 1,630 7,111 3,647
Joseph P. Shields........................ 1999 139,612 48,065 -- 20,000 4,188
Senior Vice President, Energy 1998 131,431 42,400 -- -- 3,942
Services, NJNG 1997 119,146 30,000 1,227 5,350 3,588
Gary A. Edinger.......................... 1999 139,540 34,024 -- 10,000 4,186
Senior Vice President, Energy 1998 133,800 37,965 -- -- 2,972
Delivery, NJNG 1997 127,969 13,632 1,319 5,751 3,095
- ---------------
* For fiscal year ended September 30.
** Represents the Company's matching contributions under the Employee's
Retirement Savings Plan (the "Savings Plan").
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OPTION GRANTS IN 1999 FISCAL YEAR*
INDIVIDUAL GRANTS
POTENTIAL REALIZABLE
NUMBER OF PERCENT OF VALUE AT ASSUMED
SECURITIES TOTAL ANNUAL RATES OF STOCK
UNDERLYING OPTIONS PRICE APPRECIATION
OPTIONS GRANTED TO EXERCISE FOR OPTION TERM
GRANTED EMPLOYEES IN PRICE EXPIRATION ---------------------
NAME (#) FISCAL YEAR ($/SH) DATE 5% ($) 10% ($)
---- ---------- ------------ -------- ---------- --------- ---------
Laurence M. Downes........ 90,000 29.3% 36.9375 01/26/09 2,090,666 5,298,189
Glenn C. Lockwood......... 30,000 9.8% 36.9375 01/26/09 696,889 1,766,063
Timothy C. Hearne......... 10,000 3.3% 36.9375 01/26/09 232,296 588,688
Joseph P. Shields......... 20,000 6.5% 36.9375 01/26/09 464,592 1,177,375
Gary A. Edinger........... 10,000 3.3% 36.9375 01/26/09 232,296 588,688
* Options vest twenty five percent each year beginning on the first anniversary
of the date of the grant.
AGGREGATED OPTION EXERCISES IN 1999 FISCAL YEAR*
AND FISCAL YEAR-END OPTION VALUES
VALUE OF
UNEXERCISED
SHARES NUMBER OF IN-THE-MONEY
ACQUIRED ON VALUE UNEXERCISED OPTIONS OPTIONS
EXERCISE REALIZED AT FISCAL YEAR-END AT FISCAL
NAME (#) ($) (#) YEAR-END ($)
----- ---------- -------
EXERCISABLE/ EXERCISABLE/
UNEXERCISABLE UNEXERCISABLE
Laurence M. Downes............. -- -- 42,723/110,000 505,393/520,625
Glenn C. Lockwood.............. -- -- 13,233/35,500 141,853/159,250
Timothy C. Hearne.............. -- -- 11,978/13,333 129,794/71,454
Joseph P. Shields.............. -- -- 6,767/22,833 60,158/95,954
Gary A. Edinger................ -- -- 12,107/14,667 140,846/87,796
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LONG-TERM INCENTIVE PLAN AWARDS IN 1999 FISCAL YEAR*
NUMBER OF PERFORMANCE
PERFORMANCE PERIOD
UNITS UNTIL
NAME (#) PAYOUT
---- ----------- -----------
Laurence M. Downes.......................................... 4,200 10/01/01
Glenn C. Lockwood........................................... 800 10/01/01
Timothy C. Hearne........................................... 400 10/01/01
Joseph P. Shields........................................... 400 10/01/01
Gary A. Edinger............................................. 400 10/01/01
* Performance Units, which represent a share of Common Stock, were awarded
pursuant to the Long-Term Plan on 1/27/99. The Performance Units will only
vest if the Company's total shareholder return ranks in the 50th percentile as
measured against its peer group. The higher the Company's ranking, the greater
the number of Performance Units that will be earned, up to a maximum of 150%
of the grant, plus an equivalent number of units that reflect accrued
reinvested dividends on the total ("Possible Total"). If the performance goal
is met, each executive will receive 50% of the Possible Total on 10/01/01. The
remaining 50% will be paid out on 10/01/02 if the executive is still employed
by the Company.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN *
THE COMPANY S&P UTILITIES S&P 500
----------- ------------- -------
9/94 100.00 100.00 100.00
9/95 130.77 127.52 129.64
9/96 149.24 137.01 155.90
9/97 181.84 156.64 218.89
9/98 208.95 203.21 238.63
9/99 245.17 200.93 304.87
- ---------------
* Assumes $100 invested on September 30, 1994, in the Company stock, the S&P
Utility Index and the S&P 500 Index. Cumulative total return includes
reinvestment of dividends.
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RETIREMENT PLANS
The following table sets forth estimated annual benefits payable upon
retirement (including amounts attributable to the Plan for Retirement Allowances
for Non-Represented Employees (the "Plan") and any other defined benefit
supplementary or excess pension award plans) in specified compensation and years
of service classifications, and assumes a reduction of approximately 10% which
is applied to married employees in order to provide the spouse a survivor's
annuity of 50% of the employee's reduced retirement benefit:
PENSION PLAN TABLE
YEARS OF CREDITED SERVICE
COMPENSATION 10 15 20 25 30 35 40 45
- ------------ ------- ------- -------- -------- -------- -------- -------- --------
$125,000............. $16,825 $25,238 $ 33,650 $ 42,063 $ 50,475 $ 58,888 $ 65,919 $ 72,951
150,000............. 20,538 30,806 41,075 51,344 61,613 71,881 80,319 88,756
175,000............. 24,250 36,375 48,500 60,625 72,750 84,875 94,719 104,563
200,000............. 27,963 41,944 55,925 69,906 83,888 97,869 109,119 120,369
225,000............. 31,675 47,513 63,350 79,188 95,025 110,863 123,519 136,176
250,000............. 35,388 53,081 70,775 88,469 106,163 123,856 137,919 151,981
275,000............. 39,100 58,650 78,200 97,750 117,300 136,850 152,319 167,788
300,000............. 42,813 64,219 85,625 107,031 128,438 149,844 166,719 183,594
325,000............. 46,525 69,788 93,050 116,313 139,575 162,838 181,119 199,401
350,000............. 50,238 75,356 100,475 125,594 150,713 175,831 195,519 215,206
375,000............. 53,950 80,925 107,900 134,875 161,850 188,825 209,919 231,013
400,000............. 57,663 86,494 115,325 144,156 172,988 201,819 224,319 246,819
For the five executives named in the Summary Compensation Table,
compensation covered by the Plan equals their 5 year average Base Salary.
The number of years of credited service at normal retirement for the named
executive officers are as follows:
YEARS OF
NAME CREDITED SERVICE
- ---- ----------------
Laurence M. Downes..................................... 37
Glenn C. Lockwood...................................... 38
Timothy C. Hearne...................................... 36
Joseph P. Shields...................................... 39
Gary A. Edinger........................................ 43
Benefits are computed on a straight life, annuity basis. The benefits
listed in the above table are not subject to deduction for Social Security or
other amounts.
To the extent benefits that would otherwise be payable to an employee under
the Company's Savings Plan exceed the specified limits on such benefits imposed
by the Code, the Company intends to pay such excess benefits to the employee at
the time the employee receives payment under the Plan. These excess benefit
payments would be made from the general funds of the Company. As of September
30, 1999, no employee of the Company would have been entitled to payments for
benefits in excess of the Code limits under this policy.
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The Company has supplemental retirement agreements ("Supplemental
Retirement Agreements") with Messrs. Downes, Lockwood, Hearne, Shields and
Edinger and certain other officers not named in the Summary Compensation Table,
payable over a five-year period commencing with retirement at age 65. At
projected retirement, the total maximum amounts currently payable to Messrs.
Downes, Lockwood, Hearne, Shields and Edinger under their respective
Supplemental Retirement Agreements would be $250,000 for Mr. Downes and $125,000
for each of the remaining four officers named in the Summary Compensation Table.
CHANGE OF CONTROL ARRANGEMENTS
Under the Long-Term Plan, in the event of a Change of Control (as defined
therein) of the Company, the Board may, among other things, accelerate the
entitlement to outstanding benefits awarded thereunder.
Pursuant to the Supplemental Retirement Agreements of Messrs. Downes,
Lockwood, Hearne, Shields and Edinger, in the event of a change of control of
the Company, the right to the amounts payable to each of them thereunder becomes
immediately vested and such amounts are immediately payable in the event of a
subsequent termination of employment for any reason. Change of Control of the
Company is defined in the Supplemental Retirement Agreements as a reportable
change of control under the proxy rules of the SEC, including the acquisition of
a 30% beneficial voting interest in the Company, or a change in any calendar
year in such number of directors as constitutes a majority of the Board, unless
the election, or the nomination for election by the Company's stockholders, of
each new director was approved by a vote of at least two-thirds of the directors
then still in office who were directors at the beginning of the year.
The Company has entered into agreements with each of the five executives
named in the Summary Compensation Table that provide each such executive certain
rights in the event that his or her employment with the Company is terminated
within three years following the occurrence of a Change of Control (i) by the
Company without "Cause" (i.e., conviction of a felony, gross neglect, willful
malfeasance or willful gross misconduct which has had a material adverse effect
on the Company or repeated material willful violations of the executive's duties
which result in material damage to the Company) or (ii) by the executive for
"Good Reason" (e.g., due to a material breach of the agreement by the Company,
including, without limitation, a material adverse change in executive's position
or responsibilities or a reduction of the executive's compensation). Subject to
the limitation described below, upon either such termination of employment, the
executive will receive three times, in the case of Mr. Downes, and two times, in
all other cases, the sum of (x) his or her then annual base salary and (y) the
average of his or her annual bonuses with respect to the last three calendar
years ended prior to the Change of Control. The agreements further provide that,
if any such executive is subject to the so-called "golden parachute" excise tax
imposed under Section 4999 of the Code, the Company shall make an additional
payment to the executive in an amount sufficient to place the executive in the
same after-tax position as if no such excise taxes had been imposed. For
purposes of these agreements, a "Change of Control" generally means (i) the
acquisition by any person of beneficial ownership of securities representing 25%
or more of the combined voting power of the Company's securities; (ii) within
any 24-month period, the persons who were directors of the Company immediately
before such period (the "Incumbent Directors") and directors whose nomination or
election is approved by two-thirds of the Incumbent Directors and directors
previously approved by the Incumbent Directors ceasing to constitute a majority
of the Board or (iii) the stockholders of the Company approve a merger,
consolidation, share exchange, division, sale or other disposition of all or
substantially all of the assets of the Company, as a result of which the
stockholders of the Company immediately prior to such event do not hold,
directly or indirectly, a majority of the Voting Power (as defined in such
agreements) of the acquiring or surviving corporation.
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PROPOSED AMENDMENT TO THE
LONG-TERM INCENTIVE COMPENSATION PLAN
[ITEM (2) ON PROXY CARD]
ITEM 2
On November 17, and November 30, 1999, the Board of Directors adopted,
subject to approval of the stockholders at the Meeting, amendments to the
Company's Long-Term Plan. The text of the Long-Term Plan, as proposed to be
amended is set forth in Appendix A.
Under the Long-Term Plan, 750,000 shares previously were authorized for
issuance to participants. All full time employees of the Company and its
subsidiaries currently are eligible to participate. There are no limits on the
number of options a participant may receive under the Long-Term Plan on an
annual basis. Additionally, certain types of amendments require stockholder
approval. The proposed amendments would increase from 750,000 to 1,500,000 the
number of shares of the Company's Common Stock authorized for awards under the
Long-Term Plan (there are, as of the date of this Statement, 26,055 of the
previously authorized 750,000 shares still available for issuance). The
amendments also would make all part-time employees eligible to participate in
the Long-Term Plan, and would limit the number of options that may be issued
under the Long-Term Plan to any participant to 200,000 annually. Finally, under
the proposed changes, the Board of Directors of the Company would be permitted
to amend the Long-Term Plan, unless any federal or state law or regulation or
the rules of any stock exchange or automated quotation system on which the
common stock may be listed requires stockholder approval, or the amendment would
have a material effect on any previously granted award.
DESCRIPTION OF THE LONG-TERM PLAN
GENERAL
The purpose of the Long-Term Plan is to attract and retain executives and
employees of outstanding ability by motivating executives and other employees,
by means of performance related incentives, to achieve long range performance
goals, thereby enabling the Company's employees to participate in the Company's
long-term growth and financial success.
Eligibility to participate in the Long-Term Plan is currently limited to
full-time employees of the Company. If the proposed Long-Term Plan amendments
are adopted, all part-time employees of the Company and its subsidiaries will be
participants in the Long-Term Plan eligible to receive awards granted thereunder
(such employees are referred to as "Participants").
Pursuant to the Long-Term Plan, the Management Development and Compensation
Committee (the "Committee"), in its sole discretion, may make grants of Stock
Options, Performance Units or Service Awards to Participants. Although awards
under the Long-Term Plan were initially made in the form of Service Awards,
beginning in fiscal 1992 (awarded in fiscal 1993) the Committee has made awards
in the form of Stock Options and Performance Units which it believes can be more
directly linked to the Company's performance.
STOCK OPTIONS
Stock Options may be either incentive stock options or non-qualified stock
options. In the case of incentive stock options, the terms and conditions of the
grant are subject to and must comply with such limitations as may be prescribed
by section 422(b) (7) of the Internal Revenue Code of 1986.
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19
The Committee determines the Participants to whom Stock Options to purchase
shares of the Company's Common Stock will be granted, the number of shares
covered by each Stock Option and the conditions or limitations applicable to the
exercise of the Stock Option. At the time each Stock Option is granted, the
Committee also determines the price at which it may be exercised, provided that
the exercise price may not be less than 100% of the fair market value of the
Company's Common Stock on the date of the grant, and any other terms and
conditions regarding the exercise thereof. Fair market value means either (1)
the average of the high and low sales prices of the Common Stock, or (2) the
closing price of the Common Stock, on the date on which it is to be valued as
reported for New York Stock Exchange -- Composite Transactions. If the Long-Term
Plan amendments are adopted, the Committee will be limited to awarding no more
than 200,000 shares annually to any participant.
PERFORMANCE UNITS
Performance Units represent a contingent award of a fixed or variable
dollar amount or may be made equal to a share of Common Stock. The Committee
establishes objectives for the Company and/or its subsidiaries for the purpose
of determining the extent to which Performance Units which have been
contingently awarded have been earned (the "Performance Goals"). The Committee
also establishes the period of years during which the performance of the Company
and its subsidiaries is measured for the purpose of determining the extent to
which an award of Performance Units has been earned (the "Performance Cycle").
The Committee has sole and complete authority to determine the recipients
of Performance Units, the number of units for each Performance Cycle, the
duration of each Performance Cycle and the value or valuation methodology of
each Performance Unit.
The Committee establishes Performance Goals for each Performance Cycle on
the basis of such criteria as the Committee may from time to time select. It
also determines the number of Performance Units earned on the basis of
performance in relation to the established Performance Goals. Payment for
Performance Units is made in cash or shares of Company Common Stock, in such
proportions as the Committee determines. Participants who earn Performance Units
may be offered the opportunity to defer receipt of payment for the Performance
Units under terms established by the Committee.
SERVICE AWARDS
Service Awards represent shares of Company Common Stock, contingently
granted, based on continued service to the Company and/or its subsidiaries for a
specified period.
The Committee has sole and complete authority to determine the Participants
to whom Service Awards will be granted, the number of shares to be granted, the
duration of the period of years selected by the Committee during which a Service
Award may be forfeited (the "Restricted Period"), the conditions under which the
Service Award may be forfeited to the Company in the event the Participant
ceases to be an employee during the Restricted Period (other than in the cases
of death, disability or retirement) and other terms and conditions of the
Service Award.
During the Restricted Period, shares granted pursuant to a Service Award
may not be sold, assigned, transferred, pledged or otherwise encumbered by
Participants.
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OTHER PROVISIONS
A total of 750,000 shares of Common Stock were reserved for issuance
pursuant to the Long-Term Plan of which 26,055 shares remain available for
award. If the proposed Long-Term Plan amendments are adopted, the total number
of reserved shares will increase to 1,500,000, of which 776,055 will remain
available. In the event that (1) a Stock Option expires or is terminated
unexercised as to any shares covered thereby, or (2) shares are forfeited for
any reason under the Long-Term Plan, such shares shall thereafter be again
available for issuance pursuant to the Long-Term Plan.
In the event of any change in the outstanding shares of Common Stock by
reason of any stock dividend or split, recapitalization, merger, consolidation,
spin-off, combination or exchange of shares or other corporate change, or any
distributions to common stockholders other than normal cash dividends, the
Committee shall make such substitution or adjustment, if any, as it deems to be
equitable, as to the number or kind of shares of Common Stock or other
securities issued or reserved for issuance pursuant to the Long-Term Plan,
including the number of outstanding stock options and the option price thereof,
and the number or outstanding awards of other types.
In order to maintain the Participants' rights in the event of a Change of
Control (defined below) of the Company, the Board, in its sole discretion, may,
either at the time an award is made or at any time prior to or simultaneously
with a Change of Control (1) provide for the acceleration of any time periods
relating to the exercise or realization of such awards so that such awards may
be exercised or realized in full on or before a date fixed by the Board; (2)
provide for the purchase of such awards, upon the Participant's request, for an
amount of cash equal to the amount which could have been attained upon the
exercise or realization of such rights had such awards been currently
exercisable or payable; (3) make such adjustment to the awards then outstanding
as the Board deems appropriate to reflect such transaction or change; or (4)
cause the awards then outstanding to be assumed, or new rights substituted
therefor, by the surviving corporation in such change. The Board may, in its
discretion, include such further provisions and limitations in any agreement
entered into with respect to an award as it may deem equitable and in the best
interests of the Company. A "Change of Control" is deemed to have occurred if
(1) absent prior approval by the Board, thirty (30%) percent or more of the
Company's outstanding securities entitled to vote in elections of directors
shall be beneficially owned, directly or indirectly, by any person, entity or
group; or (2) individuals currently constituting the Board (or the successors of
such individuals nominated by a Board of Directors on which such individuals or
such successors constituted a majority) cease to constitute a majority of the
Board.
The Company may deduct from all amounts paid in cash (whether under the
Long-Term Plan or otherwise) any taxes required by law to be withheld with
respect to an award. In the case of payments of awards in the form of Common
Stock, at the Committee's discretion the Participant may be required to pay to
the Company the amount of any taxes required to be withheld with respect to such
Common Stock, or, in lieu thereof, the Company may retain (or the Participant
may be offered the opportunity to elect to tender) the number of shares of
Common Stock which fair market value equals the amount required to be withheld.
The Board may amend, suspend or terminate the Long-Term Plan or any portion
thereof at any time, provided that no amendment shall be made without
stockholder approval which shall (1) increase (except as provided in Section
I.E(b) of the Long-Term Plan) the total number of shares of Common Stock
reserved for issuance pursuant to the Long-Term Plan; (2) change the class of
employees eligible to be Participants; (3) decrease the minimum option prices
stated in the Long-Term Plan (other than to change the manner of determining
fair market value to conform to any then applicable provision of the Internal
Revenue Code or regulations thereunder); or (4) withdraw the administration of
the Long-Term Plan from a committee
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21
consisting of three or more members, each of whom is a disinterested person (as
defined in the Long-Term Plan). The Committee may also amend the Long-Term Plan
as necessary to have the Long-Term Plan conform with applicable laws. If the
proposed Long-Term Plan amendments are adopted, Stockholder approval no longer
will be required before the Board of Directors may amend, suspend or terminate
the Long-Term Plan, unless a stockholder vote is required by law.
The Committee may amend, modify or terminate any outstanding award without
the Participant's consent at any time prior to payment or exercise in any manner
not inconsistent with the terms of the Long-Term Plan, including without
limitation, (A) to change the date or dates as of which (1) a Stock Option
becomes exercisable, (2) a Performance Unit is deemed earned, or (3) a Service
Award becomes nonforfeitable; or (B) to cancel and reissue an award under such
different terms and conditions as it determines appropriate.
Awards may provide the Participant with (1) dividends or dividend
equivalents and voting rights prior to either vesting or earnout; and (2) to the
extent determined by the Committee, cash payments in lieu of all or any portion
of an award.
During fiscal year 1999, options to purchase a total of 307,537 shares were
awarded under the Long-Term Plan to all employees of the Company and its
subsidiaries as a group.
The affirmative vote of the holders of a majority of the shares of Common
Stock of the Company present, or represented by proxy, and voted at the Meeting
is required for the approval of this item.
THE BOARD RECOMMENDS THAT STOCKHOLDERS VOTE FOR
THE PROPOSED AMENDMENTS TO THE LONG-TERM PLAN
APPOINTMENT OF AUDITORS
[ITEM (3) ON PROXY CARD]
ITEM 3
It is intended that the shares represented by the proxy holders will be
voted for approval of the appointment of Deloitte & Touche LLP (unless otherwise
indicated on proxy) as independent public accountants (auditors) to report to
the stockholders on the financial statements of the Company for the fiscal year
ending September 30, 2000. Each professional service performed by Deloitte &
Touche LLP during fiscal 1999 was approved in advance or was subsequently
approved and the possible effect on the auditors' independence was considered by
the Audit Committee. The Audit Committee has recommended, and the Board of
Directors has approved, the appointment of Deloitte & Touche LLP subject to the
approval of the stockholders at the Meeting. Although submission of the
appointment of independent public accountants to stockholders is not required by
law, the Board of Directors, consistent with its past policy, considers it
appropriate to submit the selection of auditors for stockholder approval.
Representatives of Deloitte & Touche LLP are expected to be present at the
Meeting with the opportunity to make a statement if they desire to do so and to
be available to respond to appropriate questions.
The affirmative vote of the holders of a majority of the shares of Common
Stock of the Company present, or represented by proxy, and voted at the Meeting
is required for the approval of this item. The Board has not determined what
action it would take if the stockholders do not approve the selection of
Deloitte & Touche LLP, but would reconsider its selection in light of the
stockholders' action.
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THE BOARD RECOMMENDS THAT STOCKHOLDERS VOTE FOR
THE APPOINTMENT OF DELOITTE & TOUCHE LLP
EXPENSES OF SOLICITATION
All expenses of soliciting proxies, including clerical work, printing, and
postage will be paid by the Company. Proxies may be solicited personally, or by
mail, telephone, facsimile, or telegraph, by officers and other regular
employees of the Company, but the Company will not pay any compensation for such
solicitations. In addition, the Company has agreed to pay Corporate Investor
Communications a fee of $6,000 plus reasonable expenses for proxy solicitation
services. The Company will also reimburse brokers and other persons holding
shares in their names or in the names of nominees for their expenses for sending
material to beneficial owners and obtaining their proxies.
STOCKHOLDER PROPOSALS FOR 2001 ANNUAL MEETING
Proposals of stockholders intended to be presented at the 2001 Annual
Meeting must be received by the Company on or before August 19, 2000 to be
considered for inclusion in the Company's Proxy Statement and for consideration
at that meeting. Stockholders submitting such proposals are required to be the
beneficial owners of shares of the Company's Common Stock amounting to at least
$2,000 in market value and to have held such shares for at least one year prior
to the date of submission. Stockholder proposals submitted to the Company
outside the processes of Rule 14a-8 of the Exchange Act (i.e., the procedures
for placing a stockholder's proposal in the Company's proxy materials) with
respect to the Company's 2001 annual meeting of stockholders will be considered
untimely if received by the Company after November 2, 2000. Accordingly, the
proxy with respect to the Company's 2001 annual meeting of stockholders will
confer discretionary authority to vote on any stockholder proposals received by
the Company after such date.
OTHER BUSINESS
The Board does not know of any other business that may be brought before
the Meeting. However, if any other matters should properly come before the
Meeting or at any adjournment thereof, it is the intention of the persons named
in the accompanying proxy to vote on such matters as they, in their discretion,
may determine.
By Order of the Board of Directors
OLETA J. HARDEN
Secretary
Dated: December 22, 1999
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NEW JERSEY RESOURCES CORPORATION
LONG-TERM INCENTIVE COMPENSATION PLAN
(AS AMENDED, EFFECTIVE OCTOBER 1, 1999)
I. GENERAL PROVISIONS
A. PURPOSES
The purpose of the Long-Term Incentive Compensation Plan (the "Plan") of
the New Jersey Resources Corporation (the "Company") is to promote the interests
of the Company and its stockholders by (1) attracting and retaining employees of
outstanding ability; (2) strengthening the Company's capability to develop,
maintain and direct a competent management team; (3) motivating employees, by
means of performance-related incentives, to achieve long-range performance
goals; (4) providing incentive compensation opportunities which are competitive;
and (5) enabling employees to participate in the long-term growth and financial
success of the Company.
B. DEFINITIONS
Award -- means a grant or award under Sections II through IV, inclusive, of
the Plan.
Board of Directors -- means the Board of Directors of the Company.
Code -- means the Internal Revenue Code of 1986, as amended from time to
time.
Committee -- means the Compensation and Benefits Committee of the Board of
Directors, or such other committee of the Board of Directors as may from time to
time be designated to administer the Plan.
Common Stock -- means the common stock, $2.50 par value, of the Company.
Corporation -- means the Company, its Divisions and Subsidiaries.
Disability Date -- means the date on which a Participant is deemed totally
and permanently disabled under the long-term disability plan of the Corporation
applicable to the Participant.
Disinterested Person -- has the meaning set forth in Rule 16b-3(d) (3)
promulgated by the Securities and Exchange Commission under the Securities
Exchange Act of 1934, or any successor definition adopted by the Commission.
Employee -- means any full-time or part-time employee of the Corporation.
Fair Market Value -- means, as the Committee shall determine, either (1)
the average of the high and low sales prices of the Common Stock, or (2) the
closing price of the Common Stock, on the date on which it is to be valued
hereunder as reported for New York Stock Exchange-Composite Transactions.
Participant -- means an Employee who is selected by the Committee to
receive an Award under the Plan.
Performance Cycle or Cycle -- means the period of years selected by the
Committee during which the performance of the Corporation is measured for the
purpose of determining the extent to which an award of Performance Units has
been earned.
24
Performance Goals -- means the objectives for the Corporation established
by the Committee for a Performance Cycle, for the purpose of determining and
measuring the extent to which Performance Units, which have been contingently
awarded for such Cycle, have been earned.
Performance Units -- means a fixed or variable dollar or Common Stock share
denominated Unit contingently awarded under Section III of the Plan.
Restricted Period -- means the period of years selected by the Committee
during which a Service Award may be forfeited to the Company.
Retirement -- means retirement on a normal, early or postponed retirement
date within the meaning of the pension plan of the Corporation applicable to the
Participant.
Service Award -- means such number of shares of Common Stock contingently
granted, based on continued service for a specified period, to a Participant
under Section IV of the Plan.
Subsidiary -- means any corporation in which the Company owns directly or
indirectly fifty (50%) percent or more of the total combined voting power of all
classes of its stock having voting power.
C. ADMINISTRATION
The Plan shall be administered by the Committee, which shall at all times
consist of three or more members, each of whom is a Disinterested Person. The
Committee shall have sole and complete authority to adopt, alter and repeal such
administrative rules, guidelines and practices governing the operation of the
Plan as it shall from time to time deem advisable, and to interpret the terms
and provisions of the Plan. The Committee's decisions are binding upon all
parties.
D. ELIGIBILITY
All Employees are eligible to be Participants in the Plan. Notwithstanding
the foregoing no member of the Committee shall be eligible to receive an Award
during such member's term of membership on the Committee.
E. SHARES RESERVED
a. There shall be reserved for issuance pursuant to the Plan a total of
1,500,000 (One Million Five Hundred Thousand) shares of Common Stock. In the
event that (1) a stock option granted hereunder expires or is terminated
unexercised as to any shares covered thereby, or (2) shares are forfeited for
any reason under the Plan, such shares shall thereafter be again available for
issuance pursuant to the Plan.
b. In the event of any change in the outstanding shares of Common Stock by
reason of any stock dividend or split, recapitalization, merger, consolidation,
spin-off; combination or exchange of shares or other corporate change, or any
distributions to common shareholders other than normal cash dividends, the
Committee shall make such substitution or adjustment, if any, as it deems to be
equitable, as to the number or kind of shares of Common Stock or other
securities issued or reserved for issuance pursuant to the Plan, including the
number of outstanding stock options and the option price thereof, and the number
of outstanding Awards of other types.
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F. CHANGE OF CONTROL
In order to maintain the Participants' rights in the event of Change of
Control of the Company, as hereinafter defined, the Board of Directors, in its
sole discretion, may, either at the time an Award is made hereunder or at any
time prior to or simultaneously with a Change in Control (1) provide for the
acceleration of any time period relating to the exercise or realization of such
Awards so that such Awards may be exercised or realized in full on or before a
date fixed by the Board of Directors; (2) provide for the purchase of such
Awards, upon the Participant's request, for an amount of cash equal to the
amount which could have been attained upon the exercise or realization of such
rights had such Awards been currently exercisable or payable; (3) make such
adjustment to the Awards then outstanding as the Board of Directors deems
appropriate to reflect such transaction or change; or (4) cause the Awards then
outstanding to be assumed, or new rights substituted therefor, by the surviving
corporation in such change. The Board of Directors may, in its discretion,
include such further provisions and limitations in any agreement entered into
with respect to an Award as it may deem equitable and in the best interests of
the Company.
A "Change of Control" shall be deemed to have occurred if (1) absent prior
approval by the Board of Directors, thirty (30%) percent or more of the
Company's outstanding securities entitled to vote in elections of directors
shall be beneficially owned. directly or indirectly, by any person, entity or
group; or (2) individuals currently constituting the Board of Directors (or the
successors of such individuals nominated by a Board of Directors on which such
individuals or such successors constituted a majority) cease to constitute a
majority of the Board of Directors.
G. WITHHOLDING
The Corporation shall have the right to deduct from all amounts paid in
cash (whether under this Plan or otherwise) any taxes required by law to be
withheld with respect to an Award. In the case of payments of Awards in the form
of Common Stock, at the Committee's discretion the Participant may be required
to pay to the Corporation the amount of any taxes required to be withheld with
respect to such Common Stock, or, in lieu thereof, the Corporation shall have
the right to retain (or the Participant may be offered the opportunity to elect
to tender) the number of shares of Common Stock whose Fair Market Value equals
the amount required to be withheld. The Committee shall require that, with
respect to any such election by a person who is an officer or director of the
Company within the meaning of Section 16 under the Securities Exchange Act of
1934, as amended: (1) such election must be made more than 6 months prior to the
earlier of (a) the earliest date upon which the Award vests or becomes
exercisable and (b) the earliest date on which such withholding is required to
be made pursuant to the Internal Revenue Code of 1986, as amended; (2) such
election must be irrevocable; and (3) such election shall be subject to
disapproval by the Committee.
H. NONTRANSFERABILITY
No Award shall be assignable or transferable except by will or the laws of
descent and distribution, and no right or interest of any Participant shall be
subject to any lien, pledge, encumbrance, obligation or liability of or in favor
of the Participant or any other person or entity.
I. NO RIGHT TO EMPLOYMENT
No person shall have any claim or right to be granted an Award, and the
grant of an Award shall not be construed as giving a Participant the right to be
retained in the employ of the Corporation. Further, the
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Corporation expressly reserves the right at any time to dismiss a Participant
free from any liability or any claim under the Plan, except as provided herein
or in any agreement entered into with respect to an Award.
J. CONSTRUCTION OF THE PLAN
The validity, construction, interpretation, administration and effect of
the Plan and of its rules and regulations, and rights relating to the Plan,
shall be determined solely in accordance with the laws of New Jersey.
K. AMENDMENT
The Board of Directors may amend, alter suspend, discontinue or terminate
the Plan or the Committee's authority to grant Awards under the Plan without the
consent of shareholders or Participants, except that any amendment or alteration
to the Plan shall be subject to the approval of the Corporation's shareholders
not later than the annual meeting next following such Board of Directors action
if such shareholder approval is required by any federal or state law or
regulation or the rules of any stock exchange or automated quotation system on
which the Common Stock may then be listed or quoted, and the Board of Directors
may otherwise, in its discretion, determine to submit other such changes to the
Plan to shareholders for approval; provided that, without the consent of an
affected Participant, no such Board of Directors action may materially and
adversely affect the rights of such Participant under any previously granted and
outstanding Award. The Committee may waive any conditions or rights under, or
amend, alter, suspend, discontinue or terminate any Award theretofore granted
and any Award agreement relating thereto, except as otherwise provided in the
Plan; provided that, without the consent of an affected Participant, no such
Committee action may materially and adversely affect the rights of such
Participant under such Award.
L. DIVIDENDS, EQUIVALENTS AND VOTING RIGHTS; CASH PAYMENTS
Awards may provide the Participant with (1) dividends or dividend
equivalents and voting rights prior to either vesting or earnout; and (2) to the
extent determined by the Committee, cash payments In lieu of all or any portion
of an Award.
M. EFFECTIVE DATE
The Plan shall be effective as of October 1, 1999 (subject to approval by
vote of the Company's stockholders), and shall remain in effect until terminated
by the Board of Directors.
II. STOCK OPTIONS
A. AUTHORITY OF COMMITTEE
Subject to the provisions of the Plan, the Committee shall have sole and
complete authority to determine the Employees to whom options shall be granted,
the number of shares to be covered by each such option, provided that in no
event may the number of shares covered by the options to be issued to any one
Employee during any plan year exceed 200,000 (Two Hundred Thousand), and the
conditions and limitations, if any, in addition to those set forth in Section
II.C hereof, applicable to the exercise of each such option. The Committee shall
have the authority to grant both incentive stock options and non-qualified stock
options, except that incentive stock options shall only be granted to
Participants who are employees of the Company or a Subsidiary. In the case of
incentive stock options, the terms and conditions of such options shall be
subject to
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and comply with the grant and vesting limitations as may be prescribed by
Section 422 of the Code, as from time to time amended, and any implementing
regulations.
B. OPTION PRICE
The Committee shall establish the option price at the time each stock
option is granted, which price shall not be less than one hundred (100%) percent
of the Fair Market Value of the Common Stock on the date of grant, The option
price shall be subject to adjustment in accordance with the provisions of
Section I.E.(b) hereof.
C. EXERCISE OF OPTIONS
a. The Committee may determine that any stock option shall become
exercisable in installments and may determine that the right to exercise such
stock option as to such installments shall expire on different dates or on the
same date; provided that no such stock option shall be exercisable by
Participants who are officers or directors of the Company for purposes of
Section 16 of the Securities Exchange Act of 1934 prior to six (6) months
following the date of grant except as otherwise permitted under the Plan.
Incentive stock options may not be exercisable later than ten years after their
date of grant.
b. In the event a Participant ceases to be an Employee with the consent of
the Committee, or upon the occurrence of a Participant's death, Retirement or
Disability Date, such Participant's Stock Options shall be exercisable at any
time during such period as may be established by the Committee. If a Participant
ceases to be an Employee for any other reason, such Participant's rights under
all stock options shall terminate upon the expiration of ninety days next
following the effective date of such Participant's termination of employment.
c. Each Stock Option shall be confirmed by a stock option agreement
executed by the Company and by the Participant. The option price of each share
as to which an option is exercised shall be paid in full by the Participant at
the time of such exercise. Such payment shall be made in cash, by tender of
shares of Common Stock valued at Fair Market Value as of the date of exercise,
subject to such limitations on the tender of Common Stock as the Committee may
impose, by a combination of cash and shares of Common Stock, or by such other
arrangement as the Committee may determine.
d. Each option agreement shall provide that the option shall not be
assignable or transferable by the Participant otherwise than by will or the laws
of descent and distribution, that no right or interest of any Participant
thereunder shall be subject to any lien, pledge, encumbrance. obligation or
liability of or in favor of the Participant or any other person or entity, and
that such option shall be exercisable only by the Participant during the
Participant's lifetime or upon the Participant's death, by such Participant's
estate or other legal representative, in accordance with the terms of such
option agreement.
III. PERFORMANCE UNITS
A. AUTHORITY OF COMMITTEE
Subject to the provisions of the Plan, the Committee shall have sole and
complete authority to determine (i) the Employees who shall receive Performance
Units and the number of Units awarded for each Performance Cycle; (ii) the
duration of each Performance Cycle; and (iii) the value of or valuation
methodology for each Performance Unit. Performance Units may be denominated in
fixed or variable dollar amounts, or may be made equal to one or more shares of
Common Stock. There may be more than one
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Performance Cycle in existence at any one time, and the duration of such
Performance Cycles may differ, as determined by the Committee.
B. OPTION PRICE
The Committee shall establish Performance Goals for each Cycle on the basis
of such criteria and to accomplish such objectives as the Committee may from
time to time select. During any Cycle, the Committee may adjust the Performance
Goals for such Cycle as it deems equitable in recognition of unusual or non-
recurring events affecting the Corporation or changes in applicable tax laws or
accounting principles.
C. TERMS AND CONDITIONS
The Committee shall determine the number of Performance Units which have
been earned on the basis of the Corporation's performance in relation to the
established Performance Goals. Performance Units may not be sold, assigned,
transferred, pledged or otherwise encumbered, except as herein provided, during
the Performance Cycle. Payment for Performance Units shall be in (1) cash. or
(2) shares of Common Stock, in such proportions as the Committee shall
determine. Prior to the time Performance Units are earned, Participants may be
offered the opportunity to defer receipt of payment for earned Performance Units
under terms established by the Committee; provided, however, that such election
by a Participant who is an officer or director of the Corporation within the
meaning of Section 16 of the Securities Exchange Act of 1934, as amended, must
be made prior to the time such Performance Units are earned and must be
irrevocable.
D. TERMINATION OF EMPLOYMENT
A Participant must be an Employee at the end of a Performance Cycle in
order to be entitled to payment of Performance Units in respect of such Cycle;
provided, however, that in the event a Participant ceases to be an Employee with
the consent of the Committee before the end of such Cycle, or upon the
occurrence of a Participant's death, Retirement or Disability Date prior to the
end of such Cycle, the Committee, in its discretion and after taking into
consideration the performance of such Participant and the performance of the
Corporation during the Cycle, may authorize payment to such Participant (or the
Participant's legal representative) of all or a portion of the Performance Units
deemed by the Committee to have been earned by the Participant to the date of
termination.
IV. SERVICE AWARDS
A. AUTHORITY OF COMMITTEE
Subject to the provisions of the Plan, the Committee shall have sole and
complete authority to determine the Employees to whom Service Awards shall be
granted, the number of shares of Common Stock to be granted to each Participant,
the duration of the Restricted Period during which, and the conditions under
which, the Service Award may be forfeited to the Company, and the terms and
conditions of the Award. Such determinations shall be made by the Committee at
the time of the grant.
B. TERMS AND CONDITIONS
Shares of Common Stock subject to a Service Award may not be sold,
assigned, transferred, pledged or otherwise encumbered by the Participant,
except as herein provided, during the Restricted Period. Certificates issued in
respect to such Awards shall be registered in the name of the Participant and
deposited by the
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Participant, together with a stock power endorsed in blank, with the Company. At
the expiration of the Restricted Period, the Company shall deliver such
certificates to the Participant. The Committee may further require that an
appropriate legend be inserted on the certificate indicating the restrictions
imposed hereunder and such other restrictions as may exist on the
transferability of the shares represented thereby.
C. TERMINATION OF EMPLOYMENT
In the event a Participant ceases to be an Employee with the consent of the
Committee during the Restricted Period, or upon the occurrence of a
Participant's death, Retirement or Disability Date during the Restricted Period,
the restrictions imposed hereunder shall lapse with respect to such number of
shares of Common Stock granted as Service Awards, if any, shall be determined by
the Committee. In the event a Participant ceases to be an Employee for any other
reason during the Restricted Period, all shares of stock granted as Service
Awards and not yet earned shall thereupon be forfeited to the Company.
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NJRC-PS-00
31
DETACH HERE
NJR879
PROXY
NEW JERSEY RESOURCES CORPORATION
1415 Wyckoff Road, Wall, NJ 07719
Solicited on behalf of the BOARD OF DIRECTORS
for the 2000 Annual Meeting of Stockholders
The undersigned hereby appoints Oleta J. Harden, with ful power of substitution,
proxy to represent the undersigned at the Annual Meeting of Stockholders of New
Jersey Resources Corporation to be held at 10:30 a.m. local time, on Wednesday,
January 26, 2000 at the Robert B. Meyner Reception Center at the PNC Bank Arts
Center, Exit 116 on the Garden State Parkway, Holmdel, New Jersey 07733 and at
any adjournment thereof, and thereat to vote all of the shares of stock which
the undersigned would be entitled to vote, and, if applicable, hereby directs
the trustee(s) of the employee benefit plan(s) shown on the reverse side of this
card to vote the shares of stock allocated to the account of the undersigned.
------------- -------------
| SEE REVERSE | CONTINUED AND TO BE SIGNED ON REVERSE SIDE | SEE REVERSE |
| SIDE | | SIDE |
------------- -------------
32
New Jersey Resources Corporation
1415 Wyckoff Road
Wall, NJ 07719
- -------------------- -------------------
| Vote by Telephone | | Vote by Internet |
- -------------------- -------------------
It's fast, convenient, and immediate! It's fast, convenient, and your
Call Toll-Free on a Touch-Tone Phone vote is immediately confirmed
1-877-PRX-VOTE (1-877-779-8683). and posted.
Follow these four easy steps: Follow these four easy steps:
1. Read the accompanying Proxy 1. Read the accompanying Proxy
Statement/Prospectus and Proxy Card. Statement/Prospectus and
Proxy Card.
2. Call the toll-free number 2. Go to the Website
1-877-PRX-VOTE (1-877-779-8683). For http://www.eproxyvote.com/njr
shareholders residing outside the United
States call collect on a touch-tone phone 3. Enter your 14-digit Voter
1-201-536-8073. Control Number located on
your Proxy Card above your
3. Enter your 14-digit Voter Control Number name.
located on your Proxy Card above your name.
4. Follow the instructions
4. Follow the recorded instructions provided.
Your vote is important! Your vote is important!
Call 1-877-PRX-VOTE anytime! Go to http://www.eproxyvote.com/njr
anytime!
Do not return your Proxy Card if you are voting by Telephone or Internet
NJR67A DETACH HERE
Please mark
[X] votes as in
this example.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
1. Election of Directors 2. To amend the Company's Long-Term
Nominees: (01) Hazel S. Gluck, Incentive Compensation Plan
(02) James T. Hackett, (the "Plan") to: (a) increase
(03) Gary W. Wolf, from 750,000 to 1,500,000 the
(04) George R. Zoffinger number of shares of the Company's
Common Stock authorized for
FOR [ ] [ ] WITHHELD FROM ALL awards thereunder; (B) include
ALL NOMINEES all part-time employees as
NOMINEES participants eligible to receive
[ ] MARK HERE IF YOU awards thereunder; (c) limit the
PLAN TO ATTEND number of options that may be
THE MEETING issued under the Plan to any
participant to 200,000 annually;
[ ] MARK HERE and (d) permit the Board of
FOR ADDRESS Directors of the Company to
CHANGE AND amend, suspend or terminate the
NOTE BELOW Plan or any portion thereof at
any time, without a vote of
stockholders, unless such a vote
is required by law.
[ ]
-----------------------------------
For all nominees except as note above FOR AGAINST ABSTAIN
[ ] [ ] [ ]
3. To approve the retention of
Deloitte & Touche, LLP as auditors
for the fiscal year ending
September 30, 2000.
4. To transact any other business
that may properly be brought
before the meeting or any
adjournment or adjournments
thereof.
Unless otherwise Indicated, this
proxy will be voted "FOR" all
nominees for election as directed and
"FOR" the proposals referred to
herein.
In case of joint owners, each owner
should sign. When signing in a
fiduciary or representative capacity,
please give full title as such.
Proxies executed by a corporation
should be signed in full corporate
name by duly authorized officer.
Date: Signature: Date:
- --------------- ----------------------- -------------------