SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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) November 7, 1997
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CTG RESOURCES, INC.
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(Exact name of registrant as specified in its charter)
Connecticut
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(State or other jurisdiction of incorporation)
1-12859 06-1466463
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(Commission (I.R.S. Employer
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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Item 5. Other Information
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(a) Press Release
Results of Stock Repurchase Plan
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CONTACT: ANDREW JOHNSON (860) 727-3123
PRESS RELEASE
CTG RESOURCES, INC. ANNOUNCES FINAL
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RESULTS OF STOCK REPURCHASE PLAN
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HARTFORD, CONNECTICUT, NOVEMBER 7, 1997 -- CTG Resources, Inc. (NYSE:CTG)
announced today the final results of the "dutch auction" tender offer by
its wholly-owned subsidiary, The Energy Network, Inc. (TEN), to purchase
shares of CTG Common Stock that was successfully completed on October 30,
1997. TEN has purchased 2.0 million shares that were tendered at or below
$26 per share for a total purchase price of approximately $52 million.
CTG announced in October that TEN would purchase up to 1.8 million, or
17.0% of its outstanding common stock, at a price not lower than $23.50 nor
more than $27 per share. The lowest price that allowed the Company to
acquire 1.8 million shares was $26. At the $26 price, approximately 2.1
million shares were tendered. In accordance with the terms of the tender
offer and as permitted by the rules and regulations of the Securities and
Exchange Commission, TEN has elected to purchase 2.0 million shares at a
price of $26.00 per share.
The final proration factor, as determined by the Depositary, ChaseMellon
Investor Services LLC, is 0.922. All shares validly tendered at or below
$26.00 per share multiplied by the proration factor and adjusted to avoid
fractional shares have been accepted, and the balance of the shareholder s
shares will be returned, except that all shares of odd lot shareholders and
shareholders who would have become odd lot shareholders as a result of
proration have been accepted.
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CTG Resources, Inc.
November 7, 1997
Page 2
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Payment for the shares accepted in the tender and the return of all other
shares tendered but not accepted, will occur within the next two weeks.
Victor H. Frauenhofer, CTG s Chairman and Chief Executive Officer said
that, The Company was very pleased with the outcome of the Dutch auction
tender offer which provided shareholders options, accompanied by a
repositioning of the dividend. It was important that the Company address a
number of strategic objectives simultaneously, and the tender offer
mechanism provided a favorable outcome for all parties. The revised
capitalization of TEN and CTG s targeted retention of 45-50% of net income
enables CTG to be responsive to the demands of a competitive environment.
James P. Bolduc, CTG s Executive Vice President and Chief Financial Officer
said, CTG Resources has taken a leadership position among local gas
distribution companies by proactively restructuring the finances of the
Company to prepare for competition. The Company s debt ratio will rise in
the short-term, but return to more normative levels over the next several
years as debt is repaid. The restructuring also addresses investor
concerns over the Company s historically high dividend payout ratio. In
addition, the restructuring taken was completed in a manner that recognized
and rewarded many long-time, loyal shareholders of CTG and reaffirms the
Company s commitment to its current shareholder base.
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CTG Resources, Inc. is the holding company of Connecticut Natural Gas
Corporation and The Energy Network, Inc. CTG is the largest transporter of
natural gas in Connecticut and is engaged in a number of energy-related
businesses under The Energy Network. CTG's home page on the Internet is
www.ctgcorp.com.
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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 thereunto duly authorized.
CTG RESOURCES, INC.
Date 11/14/97 S/ Andrew H. Johnson
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(Andrew H. Johnson)
Treasurer and Chief Accounting Officer
(On behalf of the registrant and as Chief
Accounting Officer)
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