As filed with the Securities and Exchange Commission on April 1, 1997
Registration No. 33-38807
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________
POST-EFFECTIVE AMENDMENT NO. 1
TO
REGISTRATION STATEMENT ON FORM S-3
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 OR OTHER JURISDICTION OF (I.R.S. Employer
INCORPORATION OR ORGANIZATION) 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)
________________
JAMES P. BOLDUC
Executive Vice President - Financial Services and Chief Financial Officer
CTG RESOURCES, INC.
100 COLUMBUS BOULEVARD
HARTFORD, CONNECTICUT 06103
(860) 727-3000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE
NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
________________
COPIES OF ALL COMMUNICATIONS SHOULD BE SENT TO:
DWIGHT A. JOHNSON
RICHARD S. SMITH, JR.
MURTHA, CULLINA, RICHTER AND PINNEY
CITYPLACE I, 185 ASYLUM STREET
HARTFORD, CONNECTICUT 06103-0197
(860) 240-6000
________________
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From
time to time after the effectiveness of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [ X ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection
with dividend or interest reinvestment plans, check the following box. [ ]<PAGE>
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. []<PAGE>
CTG RESOURCES, INC.
DIVIDEND REINVESTMENT PLAN
The Dividend Reinvestment Plan (the "Plan") of CTG Resources, Inc. (the
"Company" or "CTG Resources") provides holders of record of the Company's
common stock (the "common stock") and of the preferred stock of its
subsidiary, Connecticut Natural Gas Corporation ("CNG"), with a convenient
and economical method of investing cash dividends in shares of the Company's
common stock, without payment of any brokerage commission or service charge.
While holders of record of all classes of the Company's common and CNG's
preferred stock may participate, the Plan provides for the purchase of the
Company's common stock only.
* DIVIDEND REINVESTMENT PROGRAM. Holders of record of the Company's
common stock and CNG's preferred stock may elect to have some or
all of the cash dividends paid on their shares reinvested in
shares of the Company's common stock.
* OPTIONAL STOCK PURCHASE PROGRAM. Record holders of the Company's
common stock and CNG's preferred stock who participate in the Plan
may also voluntarily contribute cash for the purchase of shares of
the Company's common stock. No commission or other fee is charged
in connection with such purchases. The maximum amount which may
be contributed in each calendar quarter is $5,000 and the minimum
amount is $25.
* SAFEKEEPING PROGRAM. All shares acquired through the Plan shall,
and any or all other shares owned by record holders can (but are
not required to), be deposited with the Company's transfer agent,
Chase Manhattan Bank (the "Agent"), for safekeeping, whether or
not dividends on the shares are reinvested.
This Prospectus relates to the shares of the Company's common stock
being registered for sale under the Plan. Such shares may be authorized but
unissued shares or shares purchased in the open market.
Shares of the Company's common stock may be acquired by Plan
participants through the reinvestment of cash dividends and through optional
purchases. The price of any shares purchased directly from the Company will
be the average of the high and low market prices on the dividend payment
date (the "Fair Market Value"). The price of any shares purchased on the
open market by the Agent will be determined by the weighted average of the
actual price paid to acquire the shares (the "Current Market Value").
The proceeds from the sale of any and all shares of common stock sold
pursuant to the Plan will be used for general corporate purposes. These
purposes include the continuing requirements of both the Company's regulated
and non-regulated operations for equity capital. The Company cannot
estimate with certainty either the number of shares which will be sold
pursuant to the Plan or the prices at which such shares will be sold. <PAGE>
________________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
_______________________________________
The date of this Prospectus is April 1, 1997.
<PAGE>
NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS, OTHER THAN THOSE CONTAINED IN
THIS PROSPECTUS, IN CONNECTION WITH THE OFFER CONTAINED IN THIS PROSPECTUS,
AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. NEITHER THE DELIVERY
OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUM-
STANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS
OF THE COMPANY SINCE THE DATE HEREOF. THIS PROSPECTUS DOES NOT CONSTITUTE
AN OFFER OR SOLICITATION BY ANYONE IN ANY STATE IN WHICH SUCH OFFER OR
SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OF
SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANYONE TO WHOM IT IS UNLAWFUL
TO MAKE SUCH OFFER OR SOLICITATION.
AVAILABLE INFORMATION
CTG is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith will file reports, proxy statements, and other information with
the Securities and Exchange Commission (the "SEC"). Information, as of
particular dates, concerning directors and officers, their remuneration, and
any material interest of such persons in transactions with the Company is
disclosed in proxy statements distributed to shareholders of the Company and
filed with the SEC. Such reports, proxy statements and other information
may be inspected and copied at public reference facilities maintained by the
SEC at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, and at the
SEC's regional offices at Northwestern Atrium Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661 and 7 World Trade Center, 13th
Floor, 26 Federal Plaza, New York, New York 10048. Such material is also
available for inspection or downloading from the SEC's EDGAR database
accessible through the SEC's Internet World Wide Web Site at Web address
http:\\www.sec.gov. The SEC's EDGAR Database can also be accessed through
the Company's Internet World Wide Web Home Page at Web address
http:\\www.ctgcorp.com. The Company's common stock is listed on the New
York Stock Exchange (the "NYSE"), 20 Broad Street, New York, New York 10005
and reports, proxy statements and other information concerning CTG may be
inspected at the offices of such Exchange.
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents are incorporated in this Prospectus by
reference and shall be deemed to be a part hereof;
(a) CNG's Annual Report on Form 10-K for the fiscal year ended
September 30, 1996.
(b) CNG's Quarterly Reports on Form 10-Q filed since its latest
Annual Report on Form 10-K.
(c) The "Description of Registrant's Securities to be Registered"
contained in Item 4 of the Registration Statement on Form 8-B
of CTG relating to the Common Stock.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934 after the date of this
Prospectus and prior to the termination of this offering shall be deemed to
be incorporated by reference in this Prospectus and to be a part hereof from
the date of filing of such documents (such documents, and the documents
enumerated above, being hereinafter referred to as "Incorporated
Documents").
Any statement contained in an Incorporated Document shall be deemed to
be modified or superseded for purposes of this Prospectus to the extent that
a statement contained herein or in any other subsequently filed Incorporated
Document modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.
CTG hereby undertakes to provide without charge to each person to whom
a copy of this Prospectus has been delivered, on the written or oral request
of any such person, a copy of any or all of the documents referred to above
which have been or may be incorporated by reference in this Prospectus,
other than exhibits to such documents. Requests for such copies should be
directed to the Office of the Secretary, CTG Resources, Inc., 100 Columbus
Boulevard, Hartford, Connecticut 06144-1500; telephone number: (860) 727-
3203. Such material is also available for inspection or downloading from
the SEC's EDGAR Database, accessible through the SEC's Internet World Wide
Web Site at Web address http://www.sec.gov. The SEC's EDGAR Database can
also be accessed through the Company's Internet World Wide Web Home Page at
Web address http://www.ctgcorp.com.
<PAGE>
THE COMPANY AND ITS BUSINESS
The Company was incorporated under the laws of the State of Connecticut
on October 31, 1996, and remained an inactive subsidiary of CNG until the
close of business on March 31, 1997. At that time, pursuant to an Agreement
and Plan of Exchange between the Company and CNG, the Company became the
parent company of CNG (the "Exchange"). As part of the Exchange, the
outstanding common stock of CNG was automatically exchanged on a share-for-
share basis for the common stock of CTG Resources. At the same time, the
Plan replaced CNG's existing dividend reinvestment plan (the "CNG DRIP").
CNG, which is the Company's principal subsidiary, is a regulated public
utility headquartered in Hartford, Connecticut. CNG was incorporated as The
Hartford City Gas Light Company by special act of the Connecticut General
Assembly in 1848. It is engaged primarily in the distribution and sale of
natural gas at retail in Hartford and 20 other cities and towns in central
Connecticut and in Greenwich, Connecticut. Over the last three years,
revenues from CNG's regulated operations have represented on average 92% of
consolidated revenues of CNG and its affiliated companies. CNG's operations
are subject to the jurisdiction of the Department of Public Utility Control
of the State of Connecticut (the "DPUC"), which has the authority to
regulate CNG's franchises, rates, issuance of securities, and other matters.
The Company conducts non-regulated operations through The Energy
Network, Inc. ("TEN"), which currently is a wholly-owned subsidiary of CNG,
and TEN's subsidiaries. It is anticipated that prior to the end of the
Company's 1997 fiscal year ending September 30, 1997, TEN's common stock
will be transferred by CNG to the Company, thereby making TEN a wholly-owned
subsidiary of the Company. TEN and its subsidiary, The Hartford Steam
Company, primarily own and operate district heating and cooling systems in
Hartford, serving commercial, industrial and institutional customers. A
second subsidiary of TEN, ENServe Corporation, offers energy management
services to residential, commercial and industrial customers throughout
Connecticut. ENI Gas Services, Inc., which is also a subsidiary of TEN,
owns a 33-1/3% interest in the KBC Energy Services of New England ("KBC")
partnership. KBC markets natural gas supplies and energy management related
services primarily to commercial and industrial end-users in the Northeast.
TEN Transmission Company, which is also a subsidiary of TEN, owns a 4.87%
share of the Iroquois Gas Transmission System Partnership, which owns and
operates a natural gas pipeline to deliver Canadian natural gas into New
York State and Southern New England.
The Company's headquarters are located in its Operating and
Administrative Center, 100 Columbus Boulevard, Hartford, Connecticut 06103;
telephone number (860) 727-3000.
GENERAL DESCRIPTION OF THE PLAN
PURPOSE
The Plan is offered as a convenience to owners of the Company's common
stock and of CNG's preferred stock who may wish to acquire shares of the
Company's common stock, either by systematically reinvesting some or all of
their cash dividends, or by making cash payments, all without payment of any
brokerage commission, service charge, or other expense. The Plan is the
successor to the CNG DRIP that CNG made available to its shareholders.
<PAGE>
As a service to participants in the Plan who own the Company's common
stock or CNG's preferred stock, the Company offers those shareholders the
opportunity to deposit their Company stock with the Agent for safekeeping.
Shareholders who use this service can avoid the inconvenience of maintaining
a safe deposit box or other location to hold their share certificates.
All current participants in the CNG DRIP will automatically be enrolled
in the Plan without further action on their part. The Company has obtained
the approval of the Connecticut Department of Public Utility Control for the
distribution pursuant to the Plan. The number of shares registered and
offered for sale by this Prospectus are subject to adjustment as determined
by the Board of Directors of the Company in the event of stock splits, stock
dividends and other transactions that may effect a recapitalization of the
Company.
The Company reserves the right to amend, suspend or terminate the Plan
and the other services offered hereby, in whole or in part, at any time.
However, it is the Company's intention to continue to offer the Plan and
such other services as a convenience to its shareholders indefinitely into
the future. In the event that the Company should modify, suspend, or
terminate the Plan or such services, notice of such action will be mailed to
all participants.
ADVANTAGES TO PARTICIPANTS
* Participants may reinvest all or a portion of their cash dividends
in the Company's common stock without payment of any brokerage
commission or service charge;
* Participants may enjoy full investment of funds because fractions
of shares, as well as whole shares, will be credited to their
account;
* Participants take advantage of dollar cost averaging through
regular and consistent common stock purchases to produce long
range benefits;
* The Plan offers a "safekeeping" service for stock certificates
whereby participants may deposit their stock certificates with the
Agent and have their ownership of such stock maintained on the
Agent's records as part of their Plan account;
* Participants receive a statement of account at each calendar
quarter, simplifying personal record keeping;
* These services are provided on behalf of the Company by the Agent.
The Agent's fees and other expenses incurred in providing these
services will be paid by the Company, except that participants
will be required to pay brokerage commissions with respect to any
shares sold by the Agent on behalf of participants.
All holders of record of shares of CTG Resources common stock and CNG
preferred stock may participate in the dividend reinvestment program or the
safekeeping program, or in both. Shareholders enrolled in either program
may make additional, optional purchases of CTG Resources common stock under
the Plan. Any shareholder whose shares are held in a name other than his or
her own, such as the name of a broker, bank nominee or the like, must first<PAGE>
have the shares registered in his or her own name in order to take advantage
of these services.
DIVIDEND REINVESTMENT PROGRAM
PROCEDURE FOR PARTICIPATION
If you wish to participate in the dividend reinvestment program of the
Plan and were not a participant in the dividend reinvestment program of the
CNG DRIP, you should sign and return to the Agent an enrollment
authorization card (enclosed with this Prospectus) indicating thereon your
intention to have the dividends payable on all or a portion of your shares
reinvested. (If you were a participant in the dividend reinvestment program
of the CNG DRIP, you will automatically be continued in the reinvestment
program of the Plan without sending in a new authorization card.) The
specific number of shares as to which dividends are to be reinvested, if
fewer than all shares, must be indicated on the card. In order to
participate in the program with respect to a future dividend, an enrollment
authorization card must be received by the Agent no later than the record
date for such dividend. An enrollment authorization card and postage
prepaid envelope have been provided with this Prospectus.
SOURCE OF SHARES; TIMING OF PURCHASES
The Company reserves the right to purchase shares for the Plan directly
from the Company (authorized but unissued shares), on the open market, or by
a combination of the foregoing. The Company will instruct the Agent with
respect to each dividend payment whether to purchase shares for the Plan on
the open market or directly from the Company. If the shares are purchased
directly from the Company, the per share purchase price will be the Fair
Market Value. If the shares are purchased on the open market, the per share
price will be the Current Market Value.
If the shares are being purchased on the open market, the Agent may, in
its sole and absolute discretion, begin purchasing shares no earlier than
five business days prior to the dividend payment date and complete
purchasing shares no later than thirty (30) days after such date, except
where beginning such purchases at an earlier time is permissible or where
completing such purchases at a later time is necessary or advisable under
applicable federal securities laws and regulations. Neither the Company nor
any participant shall have any authority or power to direct the time or
price at which shares maybe purchased or the selection of the broker or
dealer through whom such purchases are to be made. If the shares are being
purchased directly from the Company, the shares will be purchased as of the
dividend payment date.
<PAGE>
INVESTMENT OF FUNDS
The Agent will credit the dividends which are to be reinvested to the
account of each participant in the form of shares of the Company's common
stock. Credit will be given for fractional shares. All dividends earned on
the full and fractional shares acquired for the participant under the
program will be similarly reinvested. The number of shares purchased with
reinvested dividends will depend on whether the shares are purchased
directly from the Company or on the open market. If the shares are
purchased directly from the Company, the number of shares purchased will be
determined by dividing the total amount of the dividend to be reinvested by
the Fair Market Value on the dividend payment date. If the shares are
purchased on the open market, the number of shares purchased will be
determined by dividing the total amount of the dividend to be reinvested by
the Current Market Value.
TERMINATION OF PARTICIPATION IN THE DIVIDEND REINVESTMENT PROGRAM
Participants may terminate their participation in the dividend
reinvestment program by so informing the Agent in writing. Written
notification of such termination must be received by the Agent at least five
(5) days prior to the record date for such dividend. Unless otherwise
directed, the Agent will continue to hold the participant's shares under the
safekeeping program.
OPTIONAL STOCK PURCHASE PROGRAM
OPTIONAL CASH PAYMENTS
Each participant in the Plan may make optional cash payments. Optional
cash payments by a participant must be at least $25.00 for any single
payment. Optional cash payments by a participant must not exceed $5,000.00
in the aggregate per calendar quarter. Optional cash payments will be
invested in additional shares of the Company's common stock for the account
of the contributing participant. These optional cash payments may be made
regularly or from time to time and in varying amounts within the prescribed
limits.
SOURCE OF SHARES; TIMING OF PURCHASES
On the last Friday of each month or the next business day if such
Friday is not a business day (the "Investment Date"), the Agent will make
share purchases based on optional cash payments received during such month
and prior to such Investment Date. The shares will be purchased directly
from the Company or on the open market, as directed by the Company. If the
shares are purchased directly from the Company, the per share purchase price
will be the Fair Market Value. If the shares are purchased on the open
market by the Agent, the price will be the Current Market Value. However,
the Agent reserves the right to defer to the next month or the dividend
payment date the investment of optional cash payments to the extent
necessary under any applicable federal securities laws or other government
or stock exchange regulations. No interest will be paid with respect to
optional cash payments received by the Agent pending the investment of such
optional cash payments in shares of common stock.
<PAGE>
SAFEKEEPING PROGRAM
Shareholders may deposit their share certificates with the Agent for
safekeeping, whether for the Company's common stock or for CNG's preferred
stock. Shareholders who use this service can avoid the inconvenience of
maintaining a safe deposit box or other location to hold their share
certificates.
PROCEDURE FOR PARTICIPATION
All eligible shareholders who wish to avail themselves of the
safekeeping program for their shares should mail their certificates to Chase
Bank, c/o ChaseMellon Shareholder Services, P.O. Box 750, Pittsburgh, PA
15230-9625. Certificates should be sent by registered mail and should be
accompanied by written instructions specifying (i) that the shares are
furnished for safekeeping and (ii) that dividends are to be either
reinvested pursuant to the Plan or paid directly to the shareholder. A
convenient authorization card accompanies this Prospectus for this purpose.
TERMINATION OF PARTICIPATION IN THE PROGRAM
Participating shareholders may terminate their participation in the
safekeeping program without charge at any time by requesting in writing that
a certificate be issued for all of the shares held by the Agent. Upon
termination, the Agent will forward a certificate representing the full
shares of stock in the participant's account and the cash equivalent of any
fractional shares credited to such account. The cash equivalent of any
fractional shares will be calculated on the basis of the average of the high
and low market prices of the Company's common stock on the New York Stock
Exchange on the date of receipt of such notice by the Agent.
ADDITIONAL INFORMATION
HANDLING OF ACCOUNTS
The Agent will maintain a separate account for each shareholder
participating in the Plan. Common stock purchased under the Plan or
delivered to the Agent for safekeeping will be registered in the name of the
Agent's nominee as agent for the participant until the distribution or
transfer of the shares at each participant's request. The Agent will issue
to a participating shareholder upon written request at any time a
certificate representing all full shares being held for the shareholder
pursuant to the Plan. No certificates will be issued to a participant
unless requested in writing or until the participant's account is
terminated. No certificates will be issued for fractional shares.
Any stock dividends or stock splits with respect to the Company's
common stock associated with the shares held for a participant in his or her
account will be credited to the participant's account and treated in the
same manner as other shares held in his or her account. In the event that
any rights to purchase additional shares of the Company's common stock or
other securities are received by the Agent with respect to shares held in
participants' accounts, the Agent will distribute such rights as soon as
practicable. In making purchases, the Agent may intermingle a participant's
funds with those of other participants.
<PAGE>
STATEMENTS OF ACCOUNTS
The Agent will confirm by detailed statement all reinvested dividend
shares and all purchases of shares based on optional cash payments as soon
as practicable after such purchases are made. The Agent will also confirm
by detailed statement the receipt of any shares which are delivered for
safekeeping. In addition, the Agent will furnish a statement following each
dividend payment verifying the number of shares held in custody. Statements
mailed to participants will include information concerning share balance,
dividend rate, total dividends credited, full and fractional shares credited
and total shares in the account. In addition, the Agent each year will
provide each participant with a tax statement that will indicate the total
cash dividends reinvested pursuant to the Plan for the participant's account
and other relevant tax information. Each participant is responsible for
retaining these statements in order to establish the cost basis of the
shares purchased under the Plan for tax purposes.
Each participant will also receive the same communications that are
sent to all registered holders of shares of the Company's common stock and
CNG's preferred stock, including the Company's quarterly and annual report
to shareholders.
All notices, statements and reports from the Agent to a participant
will be addressed to the participant at the last known address of the
participant on file with the Agent. Therefore, participants must promptly
notify the Agent of any change of address. The failure to do so for an
extended period of time may result in the escheatment of the participant's
account to the state of the last known address of the participant, in
accordance with applicable state laws.
COST TO PARTICIPANTS
The full cost of administering the Plan will be borne by the Company.
The Company also pays the brokerage fees and other expenses associated with
the purchase of any shares on the open market. There are no brokerage fees
for shares purchased directly from the Company. Participants are required
to pay the brokerage fees and handling charges on the sale of any shares
sold through the Plan at the participants' request.
SALE OF STOCK
The Agent will sell such full shares and deliver the proceeds, less
brokerage commissions, plus the cash equivalent of any fractional shares
credited to such account, to any participant requesting such a sale in
writing. If a participant disposes of all common stock of the Company and
preferred stock of CNG registered in his or her name, the Agent will attempt
to determine from the participant the disposition the participant wishes to
make of the shares in his or her account under the Plan. Should the Agent
be unable to obtain instructions regarding the disposition of such account,
it may, in its discretion, continue to hold shares in the participant's
account and reinvest dividends paid on such shares until it is otherwise
notified.
<PAGE>
FEDERAL INCOME TAX CONSIDERATIONS
TAXABLE INCOME AND TAX BASIS
For federal income tax purposes, cash distributable to a participant on
each dividend payment date that is applied to the purchase of shares of the
Company's common stock, rather than actually distributed to the participant,
is treated as a distribution in an amount equal to the Fair Market Value of
the shares on the dividend payment date when the shares are purchased from
the Company, and a distribution in an amount equal to the sum of the Current
Market Value of the stock purchased by the Agent and the participant's
allocable share of any brokerage commissions paid by the Company when the
shares are purchased on the open market. The amount of such distribution is
a taxable dividend to the participant to the extent of the participant's
ratable share of the Company's accumulated and current earnings and profits.
In the opinion of the Company, the amount of the distribution is not
increased as a result of the Company's payment of administrative fees or
expenses of the Plan. Should the Internal Revenue Service determine that
the Company's payment of such administrative expenses increases the amount
of the distribution, it is the Company's belief that the amount thereby
includable in income is deductible by participants, but individual
participants who itemize deductions have to take such expenses into account
subject to the limitations applicable to so-called miscellaneous itemized
deductions.
The tax basis of shares of common stock purchased directly from the
Company is equal to the Fair Market Value of the shares on the relevant
dividend payment date. The tax basis of shares purchased on the open market
is equal to the sum of the Current Market Value of the shares purchased by
the Agent and the participant's allocable share of any brokerage commissions
paid by the Company. The tax basis of shares purchased directly from the
Company with optional cash payments is equal to the amount of such cash
payment. The tax basis of any shares acquired through the Plan may be
adjusted as a result of subsequent events, such as distributions that
constitute a return of capital, stock splits and stock dividends.
Participants in the Plan do not realize taxable income upon receiving
certificates for whole shares of common stock credited to their accounts,
either upon their request for such certificates or their withdrawal from or
termination of their participation in the Plan. Participants do, however,
recognize gain or loss (which, for most participants, will be capital gain
or loss) when shares acquired under the Plan are sold or exchanged, either
by the Agent at the request of participants or by the participants
themselves after their receipt of share certificates from the Agent.
Generally, the amount of such gain or loss is equal to the difference
between the amount which participants receive for their shares or fractional
shares and the tax basis thereof.
In the case of those foreign shareholders whose dividends are subject
to United States income tax withholding, or in the case of domestic
shareholders whose dividends are subject to the 31% backup withholding tax,
the amount of tax to be withheld will be deducted from the cash
distributable to the shareholders and the remaining amount of cash
distributable to the shareholders will be applied to the purchase of shares
of Company common stock. In the case of those foreign shareholders whose
sale proceeds are subject to withholding, or in the case of domestic<PAGE>
shareholders whose sale proceeds are subject to the 31% backup withholding
tax, the amount of tax to be withheld will be deducted from the proceeds of
the sale of shares.
The foregoing description of the federal income tax consequences of
participation in the Plan is included only for the information of
participants in the Plan and does not purport to be a complete description
of all the relevant federal tax provisions or of all the federal tax
consequences as they may apply to any participant's individual situation.
It is based upon currently existing provisions of the Internal Revenue Code,
existing and proposed Treasury Regulations thereunder and current
administrative rulings and court decisions, all of which are subject to
change. Any such change, which may or may not be retroactive, could alter
the tax consequences described
herein. Neither the Company nor its counsel have hereby undertaken to
advise any shareholder in his or her individual capacity. Participants are
urged to consult their own tax advisors as to the specific tax consequences
of participation in the Plan, including the applicable federal, state, local
and foreign tax consequences to them from their participation.
USE OF PROCEEDS
The proceeds from the issuance and sale of shares of common stock sold
pursuant to the Plan will be used for general corporate purposes. These
purposes include the continuing requirements for equity capital of both CNG
and TEN. The Company cannot estimate with certainty either the number of
shares which will be sold pursuant to the Plan or the prices at which such
shares will be sold.
DIVIDENDS
Except for certain restrictions relating to CNG's two classes of
preferred stock as to which dividends must be paid prior to the payment of
common stock dividends and certain other restrictions under CNG's open-end
indenture, there are no other restrictions on the Company's present or
future ability to pay such dividends. The Company expects that quarterly
dividends will continue to be paid in the future, dependent upon, among
other things, the future earnings and financial requirements of CNG and TEN
and their subsidiaries.
Quarterly dividends are also paid by CNG on its two classes of
preferred stock. These dividends are also eligible for reinvestment in
common stock pursuant to the Plan.
VOTING
The Agent will vote all full shares that it holds on behalf of each
participant in accordance with the proxy returned to the Company by such
participant. If a participant does not return a proxy to the Company, the
Agent will not vote the shares in such participant's account unless
otherwise required by law or judicial or administrative order.
LIABILITY
Neither the Company, CNG or the Agent shall be liable under the Plan or
with respect to services rendered to shareholders for any act done in good
faith or for any good faith omission to act, including without limitation<PAGE>
any claims of liability (1) arising out of failure to terminate a
participant's account upon such participant's death prior to receipt of
notice in writing of such death, (2) with respect to the prices at which
shares are purchased for the participant's account and the time such
purchases are made, (3) with respect to the times at which purchases or
sales are made, and (4) with respect to fluctuations in the market value of
Plan shares in a participant's account.
LEGAL OPINION
Legal matters in connection with the securities offered hereby will be
passed upon by Messrs. Murtha, Cullina, Richter and Pinney, counsel for the
Company.
EXPERTS
The consolidated financial statements and related supporting schedules
in the Annual Report on Form 10-K of Connecticut Natural Gas Corporation for
the fiscal year ended September 30, 1996 have been audited by Arthur
Andersen LLP, independent public accountants, as indicated by their report
with respect thereto, and are incorporated herein by reference in reliance
upon the authority of said Firm as experts in accounting and auditing in
giving said reports.
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
The Connecticut Business Corporation Act and certain provisions of the
Company's By-Laws provide for the indemnification of the Company's
directors, officers, employees and agents in a variety of circumstances,
which may include liabilities arising under the Securities Act of 1933, as
amended (the "Securities Act"). In addition, the Company has purchased
liability insurance, as permitted by Connecticut law, on behalf of its
directors, officers, employees or agents, which also may cover liabilities
arising under the Securities Act.
Insofar as indemnification of liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling the
Company pursuant to the foregoing provisions, the Company has been informed
that, in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Securities Act
and is therefore unenforceable.
IT IS SUGGESTED THAT THIS PROSPECTUS BE RETAINED FOR FUTURE REFERENCE.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated expenses of the offering, all of which shall be paid by
the Company, are as follows:
Registration Fee . . . . . . . . . . . . . . . . . . . . . . $ 3,400*
Listing Application Fee . . . . . . . . . . . . . . . . . . 1,500*
Transfer Agent and Registrar Fees . . . . . . . . . . . . . . 15,000*
Printing . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,000*
Legal Fees and Expenses . . . . . . . . . . . . . . . . . . . 10,000*
Accounting Fees . . . . . . . . . . . . . . . . . . . . . . 2,000*
Blue Sky Qualification Fees and Expenses . . . . . . . . . . 3,000*
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . 2,000*
--------
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . $61,900
=======
* Previously Paid
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
(a) Indemnification. In the absence of limiting provisions in its
certificate of incorporation, a Connecticut corporation which was
incorporated prior to January 1, 1997, is required generally to indemnify a
director, officer, employee or agent made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative and whether formal or informal (a
"proceeding"), because of his position with or actions on behalf of the
corporation, against any liability, including reasonable expenses, incurred
in the proceeding, if: (1) He conducted himself in good faith; and (2) he
reasonably believed (A) in the case of conduct in his official capacity with
the corporation, that his conduct was in its best interests, and (B) in all
other cases, that his conduct was at least not opposed to its best
interests; and (3) in the case of any criminal proceeding, he had no
reasonable cause to believe his conduct was unlawful. (Indemnification
generally is not permitted where a director, officer, employee or agent is
adjudged liable to the corporation in a proceeding by or in the name of the
corporation or in a proceeding charging improper personal benefit to the
director, officer, employee or agent.) The Company's Amended and Restated
Certificate of Incorporation contains no limiting provisions with respect to
indemnification of directors, officers, employees or agents and, therefore,
the mandatory indemnification provisions summarized above will be applicable
to the Company.
Article II of the By-laws of the Company provides that the directors,
officers, employees and agents of the Company shall be indemnified to the
fullest extent permitted by law and the Company's Certificate of
Incorporation, and that the Company shall advance the payment of legal
expenses in the defense of a claim for which indemnification may be<PAGE>
available to the fullest extent permitted by law and the Company's
Certificate of Incorporation.
(b) Insurance. The Company has in place directors' and officers'
liability policies insuring the directors and officers of the Company
against certain wrongful acts.
ITEM 16. EXHIBITS.
The exhibits filed, or incorporated by reference, as part of this
registration statement are as follows:
Exhibit No.
----------
99.1 - Exhibit Index
2. - The Agreement and Plan of Exchange, dated as of December 20,
1996, by and between CTG Resources, Inc. and Connecticut
Natural Gas Corporation (previously filed and hereby
incorporated by reference to Exhibit A to the
Prospectus/Proxy Statement comprising a part of the
registrant's Registration Statement on Form S-4, as amended
(File No. 333-16297)).
3.1 - Form of Amended and Restated Certificate of Incorporation of
CTG (previously filed as Exhibit B to the Prospectus/Proxy
Statement constituting a part of Amendment No. 1 To Form S-4
Registration Statement of CTG [File No. 333-16297] and
incorporated herein by this reference).
3.2 - Form of Bylaws of CTG Resources, Inc. (previously filed as
Exhibit 3.3 to the Registration Statement on Form S-4 of CTG
[File No. 333-16297] and incorporated herein by this
reference).
5 - Opinion of Murtha, Cullina, Richter and Pinney.
23.1 - Consent of Arthur Andersen LLP.
23.2 - Consent of Murtha, Cullina, Richter and Pinney (included in
Exhibit 5).
24 - Power of Attorney.
ITEM 17. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
1. To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(A) To include any prospectus required by Section 10 (a) (3)
of the Securities Act of 1933;
(B) To reflect in the Prospectus any facts or events arising
after the effective date of this Registration Statement
(or the most recent post-effective amendment thereof)<PAGE>
which, individually or in the aggregate, represent a
fundamental change in the information set forth in this
Registration Statement;
(C) To include any material information with respect to the
plan of distribution not previously disclosed in this
Registration Statement or any material change to such
information in this Registration Statement;
Provided however, that understanding 1 (A) and 1 (B) above do not
apply to this Registration Statement if the information required to be
included in a post-effective amendment by those paragraphs is contained
in periodic reports filed by the registrant pursuant to Section 13 or
Section 15 (d) of the Securities Exchange Act of 1934, as amended, that
are incorporated by reference in this Registration Statement.
2. That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
3. To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
4. That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference
in this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered herein,
and the offering of securities at that time shall be deemed to be
the initial bona fide offering thereof
5. To deliver or cause to be delivered with the Prospectus, to
each person to whom the Prospectus is sent or given, the latest
annual report to security holders that is incorporated by
reference in the Prospectus and furnished pursuant to and meeting
the requirements of Rule 14a-3 or Rule 14c-3 under the Securities
Exchange Act of 1934. <PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
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 and on the dates indicated.
Signature Title Date
/s/Victor H. Frauenhofer Chairman, Chief Executive April 1, 1997
------------------------ Officer (Principal Executive
Victor H. Frauenhofer Officer) and Director
/s/James P. Bolduc Executive Vice President and April 1, 1997
------------------------ Chief Financial Officer
James P. Bolduc (Principal Financial Officer)
/s/Andrew H. Johnson Treasurer (Principal April 1, 1997
------------------------ Accounting Officer)
Andrew H. Johnson
/s/Reginald L. Babcock Vice President, General April 1, 1997
------------------------ Counsel and Corporate
Reginald L. Babcock* Secretary
*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>
EXHIBIT 99.1
CTG RESOURCES, INC.
Form S-3 Registration Statement
Exhibit Index
Exhibit Number Document Description Status
-------------- -------------------- --------
99.1 Exhibit Index Filed herewith
5 Opinion of Murtha, Cullina, Filed herewith
Richter and Pinney.
23.1 Consent of Arthur Andersen LLP Filed herewith
23.2 Consent of Murtha, Cullina, (included in
Richter and Pinney (included Exhibit 5 filed
in Exhibit 5). herewith)
24 Power of Attorney. Filed herewith<PAGE>
EXHIBIT 5
MURTHA, CULLINA, RICHTER AND PINNEY
CityPlace I
185 Asylum Street
Hartford, Connecticut 06103
April 1, 1997
CTG Resources, Inc.
100 Columbus Boulevard
Hartford, CT 06103
Re: Post-Effective Amendment No. 1 to
Registration Statement on Form S-3 of
CTG Resources, Inc.
Ladies and Gentlemen:
We have acted as counsel to CTG Resources, Inc., a Connecticut
corporation (the "Company"), in connection with the preparation of Post-
Effective Amendment No. 1 to Registration Statement on Form S-3 of the
Company (as amended, the Registration Statement") being filed today with the
Securities and Exchange Commission (the "Commission"). The Registration
Statement relates to the registration under the Securities Act of 1933, as
amended (the "Securities Act"), of an aggregate of 800,000 shares of the
common stock, without par value, of the Company ("CTG Common Stock") and the
common stock, par value $3.125 per share of the Company's predecessor,
Connecticut Natural Gas Corporation, a Connecticut corporation (the
"Predecessor"), which shares have been, and will continue to be, offered and
sold under the CTG Resources, Inc. Dividend Reinvestment Plan (the "Plan")
and the predecessor to such Plan, the Connecticut Natural Gas Corporation
Dividend Reinvestment Plan (the "Predecessor Plan"), previously maintained
by the Predecessor. This opinion is furnished to you in accordance with the
requirements of Item 601(b)(5) of Regulation S-K promulgated under the
Securities Act.
In connection with this opinion, we have reviewed and relied upon
originals or copies, certified or otherwise authenticated to our
satisfaction, of the following: (i) the Registration Statement; (ii) the
Amended and Restated Certificate of Incorporation and Bylaws of the Company
as currently in effect; (iii) the Agreement and Plan of Exchange, dated as
of December 20, 1996 (the "Exchange Agreement"), by and between the Company
and the Predecessor; (iv) certain resolutions adopted by the Board of
Directors of the Company relating to transactions contemplated by the
Registration Statement; and (v) such other records, documents and
instruments as we have deemed necessary or appropriate in order to express
the opinions hereinafter set forth.
Based upon and subject to the forgoing, we are of the opinion that the
shares of CTG Common Stock to be issued under the Plan will be, when issued
in accordance with the terms and conditions of the Plan, validly issued,
fully paid and nonassessable shares of the capital stock of the Company.<PAGE>
We hereby consent to the filing of this opinion with the Commission as
an exhibit to the Registration Statement. We further consent to the use of
the name of this firm in the Registration Statement and under the heading
"Legal Opinion" in the Prospectus forming a part thereof. In giving this
consent, we do not thereby admit that we are within the category of persons
whose consent is required pursuant to Section 7 of the rules and regulations
of the Commission.
Very truly yours,
MURTHA, CULLINA, RICHTER and PINNEY
By:/s/ Richard S. Smith, Jr.
--------------------------------
Richard S. Smith, Jr.
A Partner Thereof<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated November 4,
1996 included in Connecticut Natural Gas Corporation's Annual Report on Form
10-K for the year ended September 30, 1996 and to all references to our Firm
included in this registration statement.
Hartford, Connecticut
March 31, 1997<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. 33-38807, 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>
