SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): December 1, 1998
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CTG Resources, Inc.
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(Exact Name of Registrant as Specified in Charter)
Connecticut 1-12859 06-1466463
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(State or Other Jurisdiction (Commission) (IRS Employer
of Incorporation) File Number) Identification No.)
100 Columbus Boulevard, Hartford, Connecticut 06103
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (860) 727-3010
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N/A
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(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events.
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On December 1, 1998, the Board of Directors of CTG Resources, Inc. (the
"Company") declared a dividend distribution of one right (a "Right") for
each share of Common Stock, without par value, of the Company (all such
shares of Common Stock of the Company, collectively, the "Common Stock")
outstanding at the close of business on December 18, 1998 (the "Record
Date"), pursuant to the terms of a Rights Agreement, dated as of December 1,
1998 (the "Rights Agreement"), between the Company and ChaseMellon
Shareholder Services, L.L.C., as Rights Agent. The Rights Agreement also
provides, subject to specified exceptions and limitations, that shares of
Common Stock issued or delivered by the Company (whether originally issued
or delivered from the Company's treasury) after the Record Date will be
entitled to and accompanied by Rights. The Rights are in all respects
subject to and governed by the provisions of the Rights Agreement, a copy of
which (including all exhibits thereto) is filed as Exhibit 4.1 hereto and
incorporated herein by this reference. A summary description of the Rights
is set forth in Exhibit C to the Rights Agreement.
Item 7. Financial Statements and Exhibits.
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(a) Financial Statements of Business Acquired: None
(b) Pro Forma Financial Information: None
(c) Exhibits:
Exhibit
Number Exhibit
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4.1 Rights Agreement (including a Form of Certificate of
Adoption of Amendment to the Amended and Restated
Articles of Incorporation as Exhibit A thereto, a Form
of Right Certificate as Exhibit B thereto, and a Summary
of Rights to Purchase Preferred Stock as Exhibit C
thereto)
99.1 Form of letter to shareholders, dated December 1998
99.2 Press release, dated December 1, 1998
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
CTG RESOURCES, INC.
By: S/ Andrew H. Johnson
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Name: Andrew H. Johnson
Title: Treasurer and Chief Accounting Officer
Dated: December 2, 1998
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INDEX TO EXHIBITS
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Exhibit
Number Exhibit
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4.1 Rights Agreement (including a Form of Certificate of Adoption
of Amendment to the Amended and Restated Articles of
Incorporation as Exhibit A thereto, a Form of Right
Certificate as Exhibit B thereto, and a Summary of Rights to
Purchase Preferred Stock as Exhibit C thereto)
99.1 Form of letter to shareholders, dated December 1998
99.2 Press release, dated December 1, 1998
4