Registration No. 33-54643
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT OF
CONNECTICUT NATURAL GAS CORPORATION
Under
the Securities Act of 1933
--------------------------
CTG RESOURCES, INC.
(Exact name of registrant as specified in its charter)
Connecticut 06-1466463
(State of Incorporation) (I.R.S. Employer Identification Number)
100 Columbus Boulevard
Hartford, Connecticut 06103
(860) 727-3000
(Address, including zip code, and telephone number,including area code,
of registrant's principal Executive Offices)
CONNECTICUT NATURAL GAS CORPORATION
EMPLOYEE SAVINGS PLAN
(Full title of the plan)
-----------------------
James P. Bolduc
Executive Vice President - Financial Services and Chief Financial Officer
100 Columbus Boulevard
Hartford, Connecticut 06103
(860) 727-3424
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
-------------------
With copies to:
Richard S. Smith, Jr.
Dwight A. Johnson
Murtha, Cullina, Richter and Pinney
CityPlace I, 185 Asylum Street
Hartford, Connecticut 06103-3469
(860) 240-6053 <PAGE>
The previously announced exchange (the "Exchange") of all of the
outstanding shares of Common Stock of the Connecticut Natural Gas
Corporation ("CNG") for shares of Common Stock of CTG Resources, Inc. ("CTG"
or the "Company") pursuant to the Agreement and Plan of Exchange, dated as
of December 20, 1996, by and between the Company and CNG became effective as
of the close of business on March 31, 1997. This Post-Effective Amendment
No. 1 to the Registration Statement on Form S-8 of CNG (Registration No. 33-
54643) is filed by CTG, as successor issuer to CNG, under Rule 414
promulgated under the Securities Act of 1933, as amended, for the purpose of
continuing the offering covered by the Registration Statement. CTG hereby
adopts such Registration Statement, as amended by this Post-Effective
Amendment No. 1.
A prospectus setting forth the information required by Part I of Form S-
8 will be distributed to Plan participants as specified by Rule 428(b)(1)(i)
under the Securities Act of 1933.
ITEM 8. EXHIBITS
EXHIBIT NUMBER DESCRIPTION STATUS
-------------- ----------------------- --------------
99.1 Exhibit Index Filed herewith
24 Power of Attorney Filed herewith
<PAGE>
SIGNATURES
The Registrant
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Hartford, State of Connecticut, on
this 1st day of April, 1997.
CTG RESOURCES, INC.
(Registrant)
By: /s/ Victor H. Frauenhofer
------------------------------------
Victor H. Frauenhofer
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on this 1st day of April, 1997.
Signature Title
/s/Victor H. Frauenhofer Chairman, Chief Executive Officer
------------------------------------ (Principal Executive Officer)
Victor H. Frauenhofer and Director
/s/James P. Bolduc Executive Vice President and
------------------------------------ Chief Financial Officer
James P. Bolduc (Principal Financial Officer)
/s/Andrew H. Johnson Treasurer (Principal Accounting
------------------------------------ Officer)
Andrew H. Johnson
/s/Reginald L. Babcock Vice President, General Counsel
------------------------------------ and Corporate Secretary
Reginald L. Babcock*
*Attorney-in-Fact for:
Name Title
---- -----
Bessye W. Bennett Director)
James F. English, Jr. Director)
Herman J. Fonteyne Director)
Beverly L. Hamilton Director) Constituting, together
Harvey S. Levenson Director) with Mr. Frauenhofer,
Arthur C. Marquardt Director) the entire Board of
Denis F. Mullane Director) Directors of the
Richard J. Shima Director) Registrant.
Laurence A. Tanner Director)
Michael W. Tomasso Director)
<PAGE>
The Plan
Pursuant to the requirements of the Securities Act of 1933, the Plan
has duly caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Hartford, State
of Connecticut, on this 1st day of April, 1997.
CONNECTICUT NATURAL GAS CORPORATION
EMPLOYEE SAVINGS PLAN:
CONNECTICUT NATURAL GAS CORPORATION
PLAN ADMINISTRATOR
By: /s/James P. Bolduc
---------------------------------
James P. Bolduc
Executive Vice President and
Chief Financial Officer
<PAGE>
EXHIBIT 99.1
CTG RESOURCES, INC.
FORM S-8 REGISTRATION STATEMENT
EMPLOYEE SAVINGS PLAN
EXHIBIT INDEX
Exhibit Number Description Status
---- ----------- --------------------
99.1 Exhibit Index Filed herewith
24 Power of Attorney Filed herewith
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
The undersigned directors of CTG Resources, Inc., a Connecticut
corporation, hereby appoint Victor H. Frauenhofer, Arthur C. Marquardt,
James P. Bolduc, and Reginald L. Babcock, their true and lawful attorney,
and each of them their true and lawful attorney, with power to act without
the other and with full power of substitution and resubstitution, to execute
for the undersigned directors and in their names to file with the Securities
and Exchange Commission, Washington, D.C., under provisions of the
Securities Act of 1933, as amended, one or more post-effective amendments to
Registration Statement No. 33-54643, whether said amendments add to, delete
from or otherwise alter such Registration Statement, or add or withdraw any
exhibits or schedules to be filed therewith and any and all instruments in
connection therewith. The undersigned hereby grant to said attorneys and
each of them full power and authority to do and perform in the name of and
on behalf of the undersigned, and in any and all capabilities, any act and
thing whatsoever required or necessary to be done in and about the premises,
as fully and to all intents and purposes as the undersigned might do, hereby
ratifying and approving the acts of said attorneys and each of them.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of the 1st day of April, 1997.
/s/ Bessye W. Bennett /s/ Arthur C. Marquardt
------------------------------------ ------------------------------------
Bessye W. Bennett Arthur C. Marquardt
/s/ James F. English, Jr. /s/ Denis F. Mullane
------------------------------------ ------------------------------------
James F. English, Jr. Denis F. Mullane
/s/ Herman J. Fonteyne /s/ Richard J. Shima
------------------------------------ ------------------------------------
Herman J. Fonteyne Richard J. Shima
/s/ Victor H. Frauenhofer /s/ Laurence A. Tanner
------------------------------------ ------------------------------------
Victor H. Frauenhofer Laurence A. Tanner
/s/ Beverly L. Hamilton /s/ Michael W. Tomasso
------------------------------------ ------------------------------------
Beverly L. Hamilton Michael W. Tomasso
/s/ Harvey S. Levenson
------------------------------------
Harvey S. Levenson
<PAGE>
