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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K/A
AMENDMENT NO. 1
(Mark One)
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended September 30, 1998
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OR,
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number 1-12859
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CTG Resources, Inc.
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(Exact name of registrant as specified in its charter)
Connecticut 06-1466463
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
100 Columbus Blvd.
P.O. Box 1500
Hartford, Connecticut 06144-1500
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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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The purpose of this amendment is to file as exhibits to Form 10-K the
information required by Form 11-K with respect to the CTG Resouces, Inc.
Employee Savings Plan and Union Employee Savings Plan for the fiscal year
ending December 31, 1998.
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this amendment to be signed on its behalf by
the undersigned thereunto duly authorized.
CTG RESOURCES, INC.
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(Registrant)
Date June 29, 1999 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)
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
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(a) 1. Financial Statements:
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The consolidated balance sheets, statements of income, statements of
cash flows, statements of capitalization and statements of common
stock equity, together with the notes to the financial statements
and report thereon of Arthur Andersen LLP dated October 27, 1998,
are included in Part II, Item 8 herein.
2. Financial Statement Schedules:
-----------------------------
The following financial statement schedules included herein under
Item 14(d) are filed as part of this report.
II Valuation and Qualifying Accounts and Reserves for the fiscal
years ended September 30, 1998, 1997 and 1996
Schedules I, III, IV, and V are not submitted because they are not
applicable or the information required to be included therein is
contained in the financial statements and footnotes.
3. Exhibits
--------
Exhibit
Number
------------
3 Articles of Incorporation and By-Laws
(1) Amended and Restated Certificate of Incorporation of the
Company, filed as Exhibit 3.2 to the Company's Registration
Statement on Form S-4, Amendment No. 1, filed with the
Commission on December 27, 1996 (Commission File No. 333-
16297)
(2) Amended and Restated By-Laws of the Company, filed as Exhibit
No. 3.4 to the Company's Registration Statement on Form S-4,
Amendment No. 1, filed with the Commission on December 27,
1996 (Commission File No. 333-16297)
4 Instruments Defining Rights of Security Holders, Including Indentures
(1) Indenture of Mortgage and Deed of Trust between The Hartford
Gas Company and The First National Bank of Hartford, Trustee
dated February 1, 1947, filed as Exhibit No. 2.2 to the
Connecticut Natural Gas Corporation's Registration Statement
on Form S-7 filed with the Commission on December 8, 1970
(Commission File No. 2-38993)
(a) 3. Exhibits (continued)
--------
Exhibit
Number
------------
4 (2) In addition to the Indenture of Mortgage and Deed of Trust
referred to in 4(1) above, there have been sixteen
supplemental indentures thereto, all of which have been filed
with the Commission as follows:
(a) Supplemental indentures 1-9 filed as Exhibit No. 2.2 to
the Connecticut Natural Gas Corporation's Registration
Statement on Form S-7 filed with the Commission on
December 8, 1970 (Commission File No. 2-38993)
(b) Tenth Supplemental Indenture filed as Exhibit No. 2.3 to
the Connecticut Natural Gas Corporation's Registration
Statement on Form S-7 filed with the Commission on March
3, 1972 (Commission File No. 2-43286)
(c) Eleventh Supplemental Indenture filed as Exhibit No. V
to the Connecticut Natural Gas Corporation's Annual
Report on Form 10-K for the fiscal year ended December
31, 1974, filed with the Commission in March, 1975
(Commission File No. 1-7727)
(d) Twelfth Supplemental Indenture filed as Exhibit No. 4(h)
to the Connecticut Natural Gas Corporation's
Registration Statement on Form S-7 filed with the
Commission on December 23, 1981 (Commission File No. 2-
75457)
(e) Thirteenth Supplemental Indenture filed as Exhibit No. 4
to the Connecticut Natural Gas Corporation's Quarterly
Report on Form 10-Q for the quarter ended June 30, 1982,
filed with the Commission in August, 1982 (Commission
File No. 1-7727)
(f) Fourteenth Supplemental Indenture filed as Exhibit No.
4(iii) to the Connecticut Natural Gas Corporation's
Current Report on Form 8-K, dated August 28, 1986, filed
with the Commission in September, 1986 (Commission File
No. 1-7727)
(g) Fifteenth Supplemental Indenture filed as Exhibit No.
4(iii) to the Connecticut Natural Gas Corporation's
Current Report on Form 8-K, dated December 8, 1987,
filed with the Commission in December, 1987 (Commission
File No. 1-7727)
(h) Sixteenth Supplemental Indenture filed as Exhibit No.
4(ii)(h) to the Connecticut Natural Gas Corporation's
Quarterly Report on Form 10-Q for the quarter ended
September 30, 1989, filed with the Commission in
November, 1989 (Commission File No. 1-7727)
(a) 3. Exhibits (continued)
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Exhibit
Number
------------
4 (3) Rights Agreement (including a Form of Certificate of Adoption
of Amendment to the Amended and Restated Articles of
Incorporation of the Company 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),
filed as Exhibit 4.1 to the CTG Resources, Inc.'s
Registration Statement on Form 8-A, filed with the Commission
on December 1, 1998 (Commission File No.1-12859)
9 Voting Trust Agreement
Not applicable
10 Material Contracts
Natural Gas Supply, Storage and Transportation
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(1) Canadian gas transportation contract (rate schedule CGT-NE)
between the Connecticut Natural Gas Corporation and
Tennessee, dated December 1, 1987, filed as Exhibit No.
10(xxiii) to the Connecticut Natural Gas Corporation's Annual
Report on Form 10-K for the fiscal year ended December 31,
1987, filed with the Commission on March 29, 1988 (Commission
File No. 1-7727)
(2) Gas purchase contract between the Connecticut Natural Gas
Corporation and TransCanada Pipelines Limited, dated
September 14, 1987, filed as Exhibit No. 10(xxiv) to the
Connecticut Natural Gas Corporation's Annual Report on Form
10-K for the fiscal year ended December 31, 1987, filed with
the Commission on March 29, 1988 (Commission File No. 1-7727)
(3) Gas sales agreement between the Connecticut Natural Gas
Corporation and Boundary Gas, Inc., dated September 14, 1987,
filed as Exhibit No. 10(xxv) to the Connecticut Natural Gas
Corporation's Annual Report on Form 10-K for the fiscal year
ended December 31, 1987, filed with the Commission on March
29, 1988 (Commission File No. 1-7727)
(4) Precedent Agreement to First Amendment, dated September 14,
1988, to the Gas Sales Agreement between the Connecticut
Natural Gas Corporation and Boundary Gas, Inc., dated
September 14, 1987, filed as Exhibit No. 10(xxxi) to the
Connecticut Natural Gas Corporation's Annual Report on Form
10-K for the fiscal year ended December 31, 1989, filed with
the Commission March 28, 1990 (Commission File No. 1-7727)
(a) 3. Exhibits (continued)
--------
Exhibit
Number
------------
10 (5) First Amendment, dated January 1, 1990, to the Gas Sales
Agreement between the Connecticut Natural Gas Corporation and
Boundary Gas, Inc., dated September 14, 1987, filed as
Exhibit 10(xxxii) to the Connecticut Natural Gas
Corporation's Annual Report on Form 10-K for the fiscal year
ended December 31, 1989, filed with the Commission on March
28, 1990 (Commission File No. 1-7727)
(6) Amendment to Phase 2 Gas Sales Agreement, dated August 20,
1997, between the Connecticut Natural Gas Corporation and
Boundary Gas, Inc., filed as Exhibit No. 10(108) to the CTG
Resources, Inc.'s Annual Report on Form 10-K for the fiscal
year ended September 30, 1997, filed with the Commission on
December 19, 1997 (Commission File No. 1-12859)
(7) Gas Transportation Contract for Firm Reserved Service, dated
February 7, 1991, between the Connecticut Natural Gas
Corporation and the Iroquois Gas Transmission System, L.P.,
filed as Exhibit No. 10(xxxvii) to the Connecticut Natural
Gas Corporation's Annual Report on Form 10-K for the fiscal
year ended September 30, 1992, filed with the Commission on
December 23, 1992, (Commission File No. 1-7727)
(8) Gas Sales Agreement No. 1, dated February 7, 1991, between
the Connecticut Natural Gas Corporation and Alberta Northeast
Gas Limited, filed as Exhibit No. 10(xxxviii) to the
Connecticut Natural Gas Corporation's Annual Report on Form
10-K for the fiscal year ended September 30, 1992, filed with
the Commission on December 23, 1992, (Commission File No. 1-
7727)
(9) Amendment to ANE Gas Sales Agreement No. 1, dated August 19,
1997, between the Connecticut Natural Gas Corporation and
Alberta Northeast Gas Limited, filed as Exhibit No. 10(106)
to the CTG Resources, Inc.'s Annual Report on Form 10-K for
the fiscal year ended September 30, 1997, filed with the
Commission on December 19, 1997 (Commission File No. 1-12859)
(10) Gas Sales Agreement No. 2, dated February 7, 1991, between
the Connecticut Natural Gas Corporation and Alberta Northeast
Gas Limited, filed as Exhibit No. 10(xxxix) to the
Connecticut Natural Gas Corporation's Annual Report on Form
10-K for the fiscal year ended September 30, 1992, filed with
the Commission on December 23, 1992, (Commission File No. 1-
7727)
(a) 3. Exhibits (continued)
--------
Exhibit
Number
------------
10 (11) Amendment to ANE Gas Sales Agreement No. 2, dated August 19,
1997, between the Connecticut Natural Gas Corporation and
Alberta Northeast Gas Limited, filed as Exhibit No. 10(107)
to the CTG Resources, Inc.'s Annual Report on Form 10-K for
the fiscal year ended September 30, 1997, filed with the
Commission on December 19, 1997 (Commission File No. 1-12859)
(12) Gas Sales Agreement (ProGas), dated February 7, 1991, between
the Connecticut Natural Gas Corporation and Alberta Northeast
Gas Limited, filed as Exhibit No. 10(xl) to the Connecticut
Natural Gas Corporation's Annual Report on Form 10-K for the
fiscal year ended September 30, 1992, filed with the
Commission on December 23, 1992, (Commission File No. 1-7727)
(13) Gas Sales Agreement (ATCOR), dated February 7, 1991, between
the Connecticut Natural Gas Corporation and Alberta Northeast
Limited, filed as Exhibit No. 10(xli) to the Connecticut
Natural Gas Corporation's Annual Report on Form 10-K for the
fiscal year ended September 30, 1992, filed with the
Commission on December 23, 1992, (Commission File No. 1-7727)
(14) Gas Sales Agreement (AEC), dated February 7, 1991, between
the Connecticut Natural Gas Corporation and Alberta Northeast
Gas Limited, filed as Exhibit No. 10(xlii) to the Connecticut
Natural Gas Corporation's Annual Report on Form 10-K for the
fiscal year ended September 30, 1992, filed with the
Commission on December 23, 1992, (Commission File No. 1-7727)
(15) Gas Transportation Contract for Firm Reserved Service, dated
October 20, 1992, between the Connecticut Natural Gas
Corporation and the Iroquois Gas Transmission System, L.P.,
filed as Exhibit No. 10(xlvii) to the Connecticut Natural Gas
Corporation's Annual Report on Form 10-K for the fiscal year
ended September 30, 1992, filed with the Commission on
December 23, 1992, (Commission File No. 1-7727)
(16) Service Agreement #89102 (Rate Schedule AFT-1), dated June 1,
1993, between the Connecticut Natural Gas Corporation and
Algonquin Gas Transmission Company, filed as Exhibit No.
10(xxxviii) to the Connecticut Natural Gas Corporation's
Annual Report on Form 10-K for the fiscal year ended
September 30, 1993, filed with the Commission December 28,
1993 (Commission File No. 1-7727)
(17) Service Agreement #93205 (Rate Schedule AFT-1), dated June 1,
1993, between the Connecticut Natural Gas Corporation and
Algonquin Gas Transmission Company, filed as Exhibit No.
10(xl) to the Connecticut Natural Gas Corporation's Annual
Report on Form 10-K for the fiscal year ended September 30,
1993, filed with the Commission December 28, 1993 (Commission
File No. 1-7727)
(a) 3. Exhibits (continued)
--------
Exhibit
Number
------------
10 (18) Service Agreement #.6426, dated June 1, 1993, between the
Connecticut Natural Gas Corporation and Transcontinental Gas
Pipe Line Corporation, filed as Exhibit No. 10(xlv) to the
Connecticut Natural Gas Corporation's Annual Report on Form
10-K for the fiscal year ended September 30, 1993, filed with
the Commission December 28, 1993 (Commission File No. 1-7727)
(19) Service Agreement (Rate Schedule FTNN), dated October 1,
1993, between the Connecticut Natural Gas Corporation and CNG
Transmission Corporation, filed as Exhibit No. 10(liii) to
the Connecticut Natural Gas Corporation's Annual Report on
Form 10-K for the fiscal year ended September 30, 1993, filed
with the Commission December 28, 1993 (Commission File No. 1-
7727)
(20) Service Agreement (Rate Schedule GSS), dated November 1,
1993, between the Connecticut Natural Gas Corporation and CNG
Transmission Corporation, filed as Exhibit No. 10(liv) to the
Connecticut Natural Gas Corporation's Annual Report on Form
10-K for the fiscal year ended September 30, 1993, filed with
the Commission December 28, 1993 (Commission File No. 1-7727)
(21) Gas Storage Contract, dated February 16, 1990, between the
Connecticut Natural Gas Corporation and ENDEVCO Industrial
Gas Sales Company, filed as Exhibit No. 10(lxix) to the
Connecticut Natural Gas Corporation's Annual Report on Form
10-K for the fiscal year ended September 30, 1994, filed with
the Commission December 27, 1994 (Commission File No. 1-7727)
(22) Service Agreement #86006 (Rate Schedule AFT-1), dated
September 1, 1994, between the Connecticut Natural Gas
Corporation and Algonquin Gas Transmission Company, filed as
Exhibit No. 10(lxxi) to the Connecticut Natural Gas
Corporation's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1995, filed with the Commission August 2, 1995
(Commission File No. 1-7727)
(23) Service Agreement #93005 (Rate Schedule AFT-1), dated
September 1, 1994, between the Connecticut Natural Gas
Corporation and Algonquin Gas Transmission Company, filed as
Exhibit No. 10(lxxii) to the Connecticut Natural Gas
Corporation's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1995, filed with the Commission August 2, 1995
(Commission File No. 1-7727)
(a) 3. Exhibits (continued)
--------
Exhibit
Number
------------
10 (24) Service Agreement #9B103 (Rate Schedule AFT-1), dated
September 1, 1994, between the Connecticut Natural Gas
Corporation and Algonquin Gas Transmission Company, filed as
Exhibit No. 10(lxxiii) to the Connecticut Natural Gas
Corporation's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1995, filed with the Commission August 2, 1995
(Commission File No. 1-7727)
(25) Service Agreement #9W005 (Rate Schedule AFT-1), dated
September 1, 1994, between the Connecticut Natural Gas
Corporation and Algonquin Gas Transmission Company, filed as
Exhibit No. 10(lxxiv) to the Connecticut Natural Gas
Corporation's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1995, filed with the Commission August 2, 1995
(Commission File No. 1-7727)
(26) Gas Storage Agreement No. 1626 (Rate Schedule FS), dated
September 1, 1993, by and between the Connecticut Natural Gas
Corporation and Tennessee Gas Pipeline Company, filed as
Exhibit No. 10(lxix) to the Connecticut Natural Gas
Corporation's Annual Report on Form 10-K for the fiscal year
ended September 30, 1995, filed with the Commission December
18, 1995 (Commission File No. 1-7727)
(27) Gas Transportation Agreement No. 2498 (Rate Schedule FT-A),
dated September 1, 1993, by and between the Connecticut
Natural Gas Corporation and Tennessee Gas Pipeline Company,
filed as Exhibit No. 10(lxx) to the Connecticut Natural Gas
Corporation's Annual Report on Form 10-K for the fiscal year
ended September 30, 1995, filed with the Commission December
18, 1995 (Commission File No. 1-7727)
(28) Gas Transportation Agreement No. 3900 (Rate Schedule FT-A),
dated October 1, 1993, by and between the Connecticut Natural
Gas Corporation and Tennessee Gas Pipeline Company, filed as
Exhibit No. 10(lxxi) to the Connecticut Natural Gas
Corporation's Annual Report on Form 10-K for the fiscal year
ended September 30, 1995, filed with the Commission December
18, 1995 (Commission File No. 1-7727)
(29) Gas Transportation Agreement No. 3901 (Rate Schedule FT-A),
dated October 1, 1993, by and between the Connecticut Natural
Gas Corporation and Tennessee Gas Pipeline Company, filed as
Exhibit No. 10(lxxii) to the Connecticut Natural Gas
Corporation's Annual Report on Form 10-K for the fiscal year
ended September 30, 1995, filed with the Commission December
18, 1995 (Commission File No. 1-7727)
(a) 3. Exhibits (continued)
--------
Exhibit
Number
------------
10 (30) Gas Transportation Agreement No. 2075 (Rate Schedule FT-A),
dated September 1, 1993, by and between the Connecticut
Natural Gas Corporation and Tennessee Gas Pipeline Company,
filed as Exhibit No. 10(lxxiii) to the Connecticut Natural
Gas Corporation's Annual Report on Form 10-K for the fiscal
year ended September 30, 1995, filed with the Commission
December 18, 1995 (Commission File No. 1-7727)
(31) Gas Transportation Agreement (FT-A Rate Schedule, Service
Package No. 86) dated September 1, 1993, between the
Connecticut Natural Gas Corporation and Tennessee Gas
Pipeline Company, filed as Exhibit No. 10(lxxxviii) to the
Connecticut Natural Gas Corporation's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1996, filed with the
Commission July 29, 1996 (Commission File No. 1-7727)
(32) Gas Transportation Agreement (FT-A Rate Schedule, Service
Package No. 1625) dated September 1, 1993, between the
Connecticut Natural Gas Corporation and Tennessee Gas
Pipeline Company, filed as Exhibit No. 10(lxxxix) to the
Connecticut Natural Gas Corporation's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1996, filed with the
Commission July 29, 1996 (Commission File No. 1-7727)
(33) Gas Transportation Agreement (FT-A Rate Schedule, Service
Package No. 2655) dated September 1, 1993, between the
Connecticut Natural Gas Corporation and Tennessee Gas
Pipeline Company, filed as Exhibit No. 10(xc) to the
Connecticut Natural Gas Corporation's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1996, filed with the
Commission July 29, 1996 (Commission File No. 1-7727)
(34) Gas Storage Contract (Rate Schedule FS, Service Package No.
1626) dated December 1, 1994, between the Connecticut Natural
Gas Corporation and Tennessee Gas Pipeline Company, filed as
Exhibit No. 10(xciii) to the Connecticut Natural Gas
Corporation's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1996, filed with the Commission July 29, 1996
(Commission File No. 1-7727)
(35) Amendment No.1-A to Gas Storage Contract (Rate Schedule FS,
Service Package No. 1626) dated July 1, 1995 between the
Connecticut Natural Gas Corporation and Tennessee Gas
Pipeline Company, filed as Exhibit No. 10(xciv) to the
Connecticut Natural Gas Corporation's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1996, filed with the
Commission July 29, 1996 (Commission File No. 1-7727)
(a) 3. Exhibits (continued)
--------
Exhibit
Number
------------
10 (36) Service Agreement (#N01719, FST Service) dated March 28, 1996
between the Connecticut Natural Gas Corporation and National
Fuel Gas Supply Corporation, filed as Exhibit No. 10(xcv) to
the Connecticut Natural Gas Corporation's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1996, filed with the
Commission July 29, 1996 (Commission File No. 1-7727)
(37) Amendment No. 1 to Service Agreement (#N01719, FST Service)
dated April 1, 1996, between the Connecticut Natural Gas
Corporation and National Fuel Gas Supply Corporation, filed
as Exhibit No. 10(xcvi) to the Connecticut Natural Gas
Corporation's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1996, filed with the Commission July 29, 1996
(Commission File No. 1-7727)
(38) Service Agreement (#O01718, FSS Service) dated March 28, 1996
between the Connecticut Natural Gas Corporation and National
Fuel Gas Supply Corporation, filed as Exhibit No. 10(xcvii)
to the Connecticut Natural Gas Corporation's Quarterly Report
on Form 10-Q for the quarter ended June 30, 1996, filed with
the Commission July 29, 1996 (Commission File No. 1-7727)
(39) Amendment No. 1 to Service Agreement (#O01718, FSS Service)
dated April 1, 1996, between the Connecticut Natural Gas
Corporation and National Fuel Gas Supply Corporation, filed
as Exhibit No. 10(xcviii) to the Connecticut Natural Gas
Corporation's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1996, filed with the Commission July 29, 1996
(Commission File No. 1-7727)
(40) Service Agreement (#400507, Rate Schedule FSS-1), dated
November 15,1996, between the Connecticut Natural Gas
Corporation and Texas Eastern Transmission Corporation, filed
as Exhibit No. 10(civ) to the Connecticut Natural Gas
Corporation's Annual Report on Form 10-K for the fiscal year
ended September 30, 1996, filed with the Commission on
December 19, 1996 (Commission File No. 1-7727)
(41) Service Agreement (#800424, Rate Schedule CDS), dated
November 15, 1996, between the Connecticut Natural Gas
Corporation and Texas Eastern Transmission Corporation, filed
as Exhibit No. 10(cvii) to the Connecticut Natural Gas
Corporation's Annual Report on Form 10-K for the fiscal year
ended September 30, 1996, filed with the Commission on
December 19, 1996 (Commission File No. 1-7727)
(a) 3. Exhibits (continued)
--------
Exhibit
Number
------------
10 (42) Storage Service Agreement (#300094, Rate Schedule GSS), dated
April 1, 1997, between the Connecticut Natural Gas
Corporation and CNG Transmission Corporation, filed as
Exhibit No. 10(109) to the CTG Resources, Inc.'s Annual
Report on Form 10-K for the fiscal year ended September 30,
1997, filed with the Commission on December 19, 1997
(Commission File No. 1-12859)
(43) Seasonal Transportation Service Agreement (#200106, Rate
Schedule FT), dated April 1, 1997, between the Connecticut
Natural Gas Corporation and CNG Transmission Corporation,
filed as Exhibit No. 10(110) to the CTG Resources, Inc.'s
Annual Report on Form 10-K for the fiscal year ended
September 30, 1997, filed with the Commission on December 19,
1997 (Commission File No. 1-12859)
(44) Storage Service Agreement (#1623, Rate Schedule SS-NE), dated
September 1, 1993, between the Connecticut Natural Gas
Corporation and Tennessee Gas Pipeline Company, filed as
Exhibit No. 10(111) to the CTG Resources, Inc.'s Annual
Report on Form 10-K for the fiscal year ended September 30,
1997, filed with the Commission on December 19, 1997
(Commission File No. 1-12859)
(45) Transportation Service Agreement (#1627, Rate Schedule FT-A),
dated September 1, 1993, between the Connecticut Natural Gas
Corporation and Tennessee Gas Pipeline Company, filed as
Exhibit No. 10(112) to the CTG Resources, Inc.'s Annual
Report on Form 10-K for the fiscal year ended September 30,
1997, filed with the Commission on December 19, 1997
(Commission File No. 1-12859)
(46) Transportation Service Agreement (#10781, Rate Schedule FT-
A), dated June 1, 1995, between the Connecticut Natural Gas
Corporation and Tennessee Gas Pipeline Company, filed as
Exhibit No. 10(113) to the CTG Resources, Inc.'s Annual
Report on Form 10-K for the fiscal year ended September 30,
1997, filed with the Commission on December 19, 1997
(Commission File No. 1-12859)
(47) Amended Transportation Service Agreement (#10781, Rate
Schedule FT-A), dated November 21, 1996, between the
Connecticut Natural Gas Corporation and Tennessee Gas
Pipeline Company, filed as Exhibit No. 10(114) to the CTG
Resources, Inc.'s Annual Report on Form 10-K for the fiscal
year ended September 30, 1997, filed with the Commission on
December 19, 1997 (Commission File No. 1-12859)
(a) 3. Exhibits (continued)
--------
Exhibit
Number
------------
10 (48) Service Agreement (#830035, Rate Schedule FT-1), dated
November 15, 1996, between the Connecticut Natural Gas
Corporation and Texas Eastern Transmission Corporation, filed
as Exhibit No. 10(116) to the CTG Resources, Inc.'s Annual
Report on Form 10-K for the fiscal year ended September 30,
1997, filed with the Commission on December 19, 1997
(Commission File No. 1-12859)
(49) Service Agreement (#400223, Rate Schedule SS-1), dated
November 15, 1996, between the Connecticut Natural Gas
Corporation and Texas Eastern Transmission Corporation, filed
as Exhibit No. 10(117) to the CTG Resources, Inc.'s Annual
Report on Form 10-K for the fiscal year ended September 30,
1997, filed with the Commission on December 19, 1997
(Commission File No. 1-12859)
(50) Service Agreement (#800294R, Rate Schedule FT-1), dated May
20, 1998, between Connecticut Natural Gas Corporation and
Texas Eastern Transmission Corporation, filed as Exhibit No.
10(128) to the CTG Resources, Inc.'s Quarterly Report on Form
10-Q for the quarter ended June 30, 1998, filed with the
Commission on August 14, 1998 (Commission File No. 1-12859)
(51) Service Agreement (#800295R, Rate Schedule FT-1), dated May
20, 1998, between Connecticut Natural Gas Corporation and
Texas Eastern Transmission Corporation, filed as Exhibit No.
10(129) to the CTG Resources, Inc.'s Quarterly Report on Form
10-Q for the quarter ended June 30, 1998, filed with the
Commission on August 14, 1998 (Commission File No. 1-12859)
(52) Service Agreement (#830047, Rate Schedule FT-1), dated May
20, 1998, between Connecticut Natural Gas Corporation and
Texas Eastern Transmission Corporation, filed as Exhibit No.
10(130) to the CTG Resources, Inc.'s Quarterly Report on Form
10-Q for the quarter ended June 30, 1998, filed with the
Commission on August 14, 1998 (Commission File No. 1-12859)
(a) 3. Exhibits (continued)
--------
Exhibit
Number
------------
District Heating and Cooling
----------------------------
10 (53) Steam Supply Agreement between The Hartford Steam Company and
Independent Energy Operations, Inc., dated December 3, 1987,
filed as Exhibit No. 10(xxv) to the Connecticut Natural Gas
Corporation's Annual Report on Form 10-K for the fiscal year
ended December 31, 1989, filed with the Commission on March
28, 1990 (Commission File No. 1-7727)
(54) Steam and Chilled Water Supply Agreement, dated May 28, 1986,
between Capitol District Energy Center Cogeneration
Associates and Energy Networks, Incorporated, filed as
Exhibit No. 10(xxxvii) to the Connecticut Natural Gas
Corporation's Annual Report on Form 10-K for the fiscal year
ended September 30, 1993, filed with the Commission December
28, 1993 (Commission File No. 1-7727)
(55)* Asset Purchase Agreement, dated June 26, 1998, by and among
The Hartford Steam Company, CCF-1, Inc. and Kenetech
Facilities Management, Inc.
(56)* Assignment and Consent, dated June 26, 1998, by and among The
Hartford Steam Company, CCF-1, Inc. and The Connecticut Light
and Power Company
(a) 3. Exhibits (continued)
--------
Exhibit
Number
------------
Financing
---------
10 (57) Capital Contribution Support Agreement, dated April 15, 1993,
among Connecticut Natural Gas Corporation, ENI Transmission
Company and Bank of Montreal, filed as Exhibit No. 10(l) to
the Connecticut Natural Gas Corporation's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1993, filed with the
Commission on August 3, 1993 (Commission File No. 1-7727)
(58) Secured Note Purchase Agreement, dated July 15, 1993, between
the CNG Realty Corp. and the Aid Association for Lutherans,
filed as Exhibit No. 10(xlix) to the Connecticut Natural Gas
Corporation's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1993, filed with the Commission on August 3,
1993 (Commission File No. 1-7727)
(59) Three-year Revolving Credit Agreement between TEN and Fleet
National Bank, filed as Exhibit No. 99(B)(2) to the CTG
Resources, Inc.'s Issuer Tender Offer Statement on Schedule
13E-4, filed with the Commission on October 2, 1997
(Commission File No. 5-51659)
(60) 364-Day Revolving Credit Agreement between and TEN and Fleet
National Bank, filed as Exhibit No. 99(B)(3) to the CTG
Resources, Inc.'s Issuer Tender Offer Statement on Schedule
13E-4, filed with the Commission on October 2, 1997
(Commission File No. 5-51659)
(61)* Reimbursement Agreement (Including Irrevocable Letter of
Credit), dated August 1, 1998, between The Energy Network,
Inc. and Fleet National Bank
(62) Note Purchase Agreement among TEN, Metropolitan Life
Insurance Company and Texas Life Insurance Company, filed as
Exhibit No. 99(B)(4) to the CTG Resources, Inc.'s Issuer
Tender Offer Statement on Schedule 13E-4, filed with the
Commission on October 2, 1997 (Commission File No. 5-51659)
(63)* Note Purchase Agreement, dated October 14, 1998, between The
Energy Network, Inc. and Metropolitan Life Insurance Company
(64) Revolving Credit Agreement, dated March 30, 1993, between the
Connecticut Natural Gas Corporation and The First National
Bank of Boston, filed as Exhibit No. 10(xlviii) to the
Connecticut Natural Gas Corporation's Quarterly Report on
Form 10-Q for the quarter ended March 31, 1993, filed with
the Commission on May 3, 1993 (Commission File No. 1-7727)
(a) 3. Exhibits (continued)
--------
Exhibit
Number
------------
10 (65) First Amendment to Credit Agreement, dated March 30, 1998,
among Connecticut Natural Gas Corporation and BankBoston,
N.A., filed as Exhibit No. 10(124) to the CTG Resources,
Inc.'s Quarterly Report on Form 10-Q for the quarter ended
June 30, 1998, filed with the Commission on August 14, 1998
(Commission File No. 1-12859)
(66) Medium Term Notes, Series A, Placement Agency Agreement among
Connecticut Natural Gas Corporation, PaineWebber Incorporated
and Smith Barney, Harris Upham & Co. Incorporated, dated
November 1, 1991, filed as Exhibit No. 10(xxxix) to the
Connecticut Natural Gas Corporation's Transition Report on
Form 10-K for the period October 1, 1990 to September 30,
1991, filed with the Commission on December 23, 1991,
(Commission File No. 1-7727)
(67) Issuing and Paying Agency Agreement between The Connecticut
National Bank and Connecticut Natural Gas Corporation, for
the Medium Term Notes, Series A, dated November 1, 1991,
filed as Exhibit No. 10(xl) to the Connecticut Natural Gas
Corporation's Transition Report on Form 10-K for the period
October 1, 1990 to September 30, 1991, filed with the
Commission on December 23, 1991, (Commission File No. 1-7727)
(68) Medium Term Notes, Series B, Placement Agency Agreement among
Connecticut Natural Gas Corporation, Smith Barney Inc., and
A.G. Edwards & Sons, Inc., dated June 14, 1994, filed as
Exhibit No. 10(lxvi) to the Connecticut Natural Gas
Corporation's Annual Report on Form 10-K for the fiscal year
ended September 30, 1994, filed with the Commission December
27, 1994 (Commission File No. 1-7727)
(69) Medium Term Notes, Series B, Amended and Restated Placement
Agency Agreement among Connecticut Natural Gas Corporation,
PaineWebber Incorporated, and A.G. Edwards & Sons, Inc.,
dated August 13, 1997, filed as Exhibit No. 10(119) to the
CTG Resources, Inc.'s Annual Report on Form 10-K for the
fiscal year ended September 30, 1997, filed with the
Commission on December 19, 1997 (Commission File No. 1-12859)
(70) Issuing and Paying Agency Agreement between Shawmut Bank
Connecticut, National Association, and Connecticut Natural
Gas Corporation, for Medium Term Notes, Series B, dated June
14, 1994, filed as Exhibit No. 10(lxvii) to the Connecticut
Natural Gas Corporation's Annual Report on Form 10-K for the
fiscal year ended September 30, 1994, filed with the
Commission December 27, 1994 (Commission File No. 1-7727)
(a) 3. Exhibits (continued)
--------
Exhibit
Number
------------
10 (71) First Amendment to Issuing and Paying Agency Agreement, dated
August 13, 1997, filed as Exhibit No. 10(118) to the CTG
Resources, Inc.'s Annual Report on Form 10-K for the fiscal
year ended September 30, 1997, filed with the Commission on
December 19, 1997 (Commission File No. 1-12859)
(72) Forward Equity Purchase Agreement, dated October 1, 1997,
between CTG and TEN, filed as Exhibit No. 99(C) to the CTG
Resources, Inc.'s Issuer Tender Offer Statement on Schedule
13E-4, filed with the Commission on October 2, 1997
(Commission File No. 5-51659)
(73)* First Amendment to the Forward Equity Purchase Agreement,
dated October 14, 1998, between CTG Resources, Inc. and The
Energy Network, Inc.
(a) 3. Exhibits (continued)
--------
Exhibit
Number
------------
Employment, Compensation and Benefits
-------------------------------------
10 (74) Connecticut Natural Gas Corporation Executive Restricted
Stock Plan, filed as Exhibit A to the Connecticut Natural Gas
Corporation's definitive proxy statement dated March 26,
1991, filed with the Commission on March 26, 1991 (Commission
File No. 1-7727)
(75) First Amendment to Connecticut Natural Gas Corporation
Executive Restricted Stock Plan, dated March 25, 1997, filed
as Exhibit No. 10(cxiv) to the CTG Resources, Inc.'s
Quarterly Report on Form 10-Q for the quarter ended June 30,
1997, filed with the Commission on August 14, 1997
(Commission File No. 1-12859)
(76) Second Amendment to Restricted Stock Agreement (Under the
Connecticut Natural Gas Corporation Executive Restricted
Stock plan), dated June 27, 1995, filed as Exhibit No.
10(lxxxii) to the Connecticut Natural Gas Corporation's
Annual Report on Form 10-K for the fiscal year ended
September 30, 1995, filed with the Commission December 18,
1995 (Commission File No. 1-7727)
(77) Third Amendment to Restricted Stock Agreement (Under the
Connecticut Natural Gas Corporation Executive Restricted
Stock plan), dated June 27, 1995, filed as Exhibit No.
10(lxxxiii) to the Connecticut Natural Gas Corporation's
Annual Report on Form 10-K for the fiscal year ended
September 30, 1995, filed with the Commission December 18,
1995 (Commission File No. 1-7727)
(78) Amended and Restated CNG Officers' Retirement Plan, dated
June 28, 1994, filed as Exhibit No. 10(liii) to the
Connecticut Natural Gas Corporation's Annual Report on Form
10-K for the fiscal year ended September 30, 1994, filed with
the Commission December 27, 1994 (Commission File No. 1-7727)
(79) Amendment to Connecticut Natural Gas Corporation Officers'
Retirement Plan, dated June 27, 1995, filed as Exhibit No.
10(lxxix) to the Connecticut Natural Gas Corporation's Annual
Report on Form 10-K for the fiscal year ended September 30,
1995, filed with the Commission December 18, 1995 (Commission
File No. 1-7727)
(80) Amendment to Connecticut Natural Gas Corporation Officers'
Retirement Plan, dated March 25, 1997, filed as Exhibit No.
10(cxii) to the CTG Resources, Inc.'s Quarterly Report on
Form 10-Q for the quarter ended June 30, 1997, filed with the
Commission on August 14, 1997 (Commission File No. 1-12859)
(a) 3. Exhibits (continued)
--------
Exhibit
Number
------------
10 (81) Amendment to Connecticut Natural Gas Corporation Officer's
Retirement Plan, dated January 27, 1998, filed as Exhibit No.
10(127) to the CTG Resources, Inc.'s Quarterly Report on Form
10-Q for the quarter ended June 30, 1998, filed with the
Commission on August 14, 1998 (Commission File No. 1-12859)
(82) The Connecticut Natural Gas Corporation Officers' Retirement
Plan Trust Agreement, dated January 9, 1989, filed as Exhibit
No. 10(liv) to the Connecticut Natural Gas Corporation's
Annual Report on Form 10-K for the fiscal year ended
September 30, 1994, filed with the Commission December 27,
1994 (Commission File No. 1-7727)
(83) First Amendment to the Connecticut Natural Gas Corporation
Officers' Retirement Plan and Deferred Compensation Plan
Trust Agreement, dated August 5, 1993, filed as Exhibit No.
10(lv) to the Connecticut Natural Gas Corporation's Annual
Report on Form 10-K for the fiscal year ended September 30,
1994, filed with the Commission December 27, 1994 (Commission
File No. 1-7727)
(84) Third Amendment to The Connecticut Natural Gas Corporation
Officers' Retirement Plan and Deferred Compensation Plan
Trust Agreement, dated September 12, 1995, filed as Exhibit
No. 10(lxxxi) to the Connecticut Natural Gas Corporation's
Annual Report on Form 10-K for the fiscal year ended
September 30, 1995, filed with the Commission December 18,
1995 (Commission File No. 1-7727)
(85) Fourth Amendment to The Connecticut Natural Gas Corporation
Officers Retirement Plan and Deferred Compensation Plan Trust
Agreement, dated March 25, 1997, filed as Exhibit No.
10(cxvi) to the CTG Resources, Inc.'s Quarterly Report on
Form 10-Q for the quarter ended June 30, 1997, filed with the
Commission on August 14, 1997 (Commission File No. 1-12859)
(86) The Connecticut Natural Gas Corporation Deferred Compensation
Plan, as amended, dated January 1, 1993, filed as Exhibit No.
10(lvi) to the Connecticut Natural Gas Corporation's Annual
Report on Form 10-K for the fiscal year ended September 30,
1994, filed with the Commission December 27, 1994 (Commission
File No. 1-7727)
(87) First Amendment to the Connecticut Natural Gas Corporation
Deferred Compensation Plan, dated December 2, 1993, filed as
Exhibit No. 10(lvii) to the Connecticut Natural Gas
Corporation's Annual Report on Form 10-K for the fiscal year
ended September 30, 1994, filed with the Commission December
27, 1994 (Commission File No. 1-7727)
(a) 3. Exhibits (continued)
--------
Exhibit
Number
------------
10 (88) Second Amendment to the Connecticut Natural Gas Corporation
Deferred Compensation Plan, dated June 28, 1994, filed as
Exhibit No. 10(lviii) to the Connecticut Natural Gas
Corporation's Annual Report on Form 10-K for the fiscal year
ended September 30, 1994, filed with the Commission December
27, 1994 (Commission File No. 1-7727)
(89) Third Amendment to Connecticut Natural Gas Corporation
Deferred Compensation Plan, dated June 27, 1995, filed as
Exhibit No. 10(lxxx) to the Connecticut Natural Gas
Corporation's Annual Report on Form 10-K for the fiscal year
ended September 30, 1995, filed with the Commission December
18, 1995 (Commission File No. 1-7727)
(90) Fourth Amendment to Connecticut Natural Gas Corporation
Deferred Compensation Plan, dated March 25, 1997, filed as
Exhibit No. 10(cxiii) to the CTG Resources, Inc.'s Quarterly
Report on Form 10-Q for the quarter ended June 30, 1997,
filed with the Commission on August 14, 1997 (Commission File
No. 1-12859)
(91) Agreement and Declaration of Trust, Connecticut Natural Gas
Corporation Employee Benefit Trust, dated December 28, 1987,
filed as Exhibit No. 10(lix) to the Connecticut Natural Gas
Corporation's Annual Report on Form 10-K for the fiscal year
ended September 30, 1994, filed with the Commission December
27, 1994 (Commission File No. 1-7727)
(92) First Amendment to Agreement and Declaration of Trust,
Connecticut Natural Gas Corporation Employee Benefit Trust,
Dated December 2, 1993, filed as Exhibit No. 10(lx) to the
Connecticut Natural Gas Corporation's Annual Report on Form
10-K for the fiscal year ended September 30, 1994, filed with
the Commission December 27, 1994 (Commission File No. 1-7727)
(93) Second Amendment to Agreement and Declaration of Trust,
Connecticut Natural Gas Corporation Employee Benefit Trust,
dated March 25, 1997, filed as Exhibit No. 10(cxvii) to the
CTG Resources, Inc.'s Quarterly Report on Form 10-Q for the
quarter ended June 30, 1997, filed with the Commission on
August 14, 1997 (Commission File No. 1-12859)
(94) Agreement and Declaration of Trust, Connecticut Natural Gas
Corporation Union Employee Benefit Trust, dated December 2,
1993, filed as Exhibit No. 10(lxi) to the Connecticut Natural
Gas Corporation's Annual Report on Form 10-K for the fiscal
year ended September 30, 1994, filed with the Commission
December 27, 1994 (Commission File No. 1-7727)
(a) 3. Exhibits (continued)
--------
Exhibit
Number
------------
10 (95) First Amendment to Agreement and Declaration of Trust,
Connecticut Natural Gas Corporation Union Employee Benefit
Trust, dated January 24, 1995, between the Connecticut
Natural Gas Corporation and Fleet Bank, N.A., filed as
Exhibit No. 10(xcii) to the Connecticut Natural Gas
Corporation's Annual Report on Form 10-K for the fiscal year
ended September 30, 1996, filed with the Commission on
December 19, 1996 (Commission File No. 1-7727)10
(96) CNG Annual Incentive Plan, 1994, filed as Exhibit No.
10(lxii) to the Connecticut Natural Gas Corporation's Annual
Report on Form 10-K for the fiscal year ended September 30,
1994, filed with the Commission December 27, 1994 (Commission
File No. 1-7727)
(97) Second Amendment to Connecticut Natural Gas Corporation
Employee Savings Plan, dated June 27, 1995, filed as Exhibit
No. 10(lxxvi) to the Connecticut Natural Gas Corporation's
Annual Report on Form 10-K for the fiscal year ended
September 30, 1995, filed with the Commission December 18,
1995 (Commission File No. 1-7727)
(98) Third Amendment to Connecticut Natural Gas Corporation
Employee Savings Plan, dated October 31, 1995, filed as
Exhibit No. 10(xcvi) to the Connecticut Natural Gas
Corporation's Annual Report on Form 10-K for the fiscal year
ended September 30, 1996, filed with the Commission on
December 19, 1996 (Commission File No. 1-7727)
(99) Fourth Amendment to Connecticut Natural Gas Corporation
Employee Savings Plan, dated December 19, 1995, filed as
Exhibit No. 10(xcvii) to the Connecticut Natural Gas
Corporation's Annual Report on Form 10-K for the fiscal year
ended September 30, 1996, filed with the Commission on
December 19, 1996 (Commission File No. 1-7727)
(100) Fifth Amendment to Connecticut Natural Gas Corporation
Employee Savings Plan, dated February 27, 1996, filed as
Exhibit No. 10(xcviii) to the Connecticut Natural Gas
Corporation's Annual Report on Form 10-K for the fiscal year
ended September 30, 1996, filed with the Commission on
December 19, 1996 (Commission File No. 1-7727)
(101) Sixth Amendment to Connecticut Natural Gas Corporation
Employee Savings Plan (As Amended and Restated, Effective as
of January 1, 1989), dated May 2, 1997, filed as Exhibit No.
10(cxviii) to the CTG Resources, Inc.'s Quarterly Report on
Form 10-Q for the quarter ended June 30, 1997, filed with the
Commission on August 14, 1997 (Commission File No. 1-12859)
(a) 3. Exhibits (continued)
--------
Exhibit
Number
------------
10 (102) Seventh Amendment to Connecticut Natural Gas Corporation
Employee Savings Plan, dated January 27, 1998, filed as
Exhibit No. 10.120 to the CTG Resources, Inc.'s Quarterly
Report on Form 10-Q for the quarter ended March 31, 1998,
filed with the Commission on May 4, 1998 (Commission File No.
1-12859)
(103) Eighth Amendment to Connecticut Natural Gas Corporation
Employee Savings Plan, dated May 1, 1998, filed as Exhibit
No. 10.121 to the CTG Resources, Inc.'s Quarterly Report on
Form 10-Q for the quarter ended March 31, 1998, filed with
the Commission on May 4, 1998 (Commission File No. 1-12859)
(104) Ninth Amendment to Connecticut Natural Gas Corporation
Employee Savings Plan, dated June 9, 1998, filed as Exhibit
No. 10(125) to the CTG Resources, Inc.'s Quarterly Report on
Form 10-Q for the quarter ended June 30, 1998, filed with the
Commission on August 14, 1998 (Commission File No. 1-12859)
(105) Connecticut Natural Gas Corporation Employee Savings Plan
Trust Agreement, including amendments thereto, filed as
exhibit 4(ii) to the Connecticut Natural Gas Corporation
Employee Savings Plan Registration Statement on Form S-8,
filed with the Commission on July 20, 1994 (Commission File
No. 33-54643)
(106) First Amendment to Connecticut Natural Gas Corporation
Employee Savings Plan Trust Agreement, dated March 25, 1997,
filed as Exhibit No. 10(cx) to the CTG Resources, Inc.'s
Quarterly Report on Form 10-Q for the quarter ended June 30,
1997, filed with the Commission on August 14, 1997
(Commission File No. 1-12859)
(107) Second Amendment to Connecticut Natural Gas Corporation Union
Employee Savings Plan, dated January 24, 1995, filed as
Exhibit No. 10(lxxvii) to the Connecticut Natural Gas
Corporation's Annual Report on Form 10-K for the fiscal year
ended September 30, 1995, filed with the Commission December
18, 1995 (Commission File No. 1-7727)
(108) Third Amendment to Connecticut Natural Gas Corporation Union
Employee Savings Plan, dated June 27, 1995, filed as Exhibit
No. 10(lxxviii) to the Connecticut Natural Gas Corporation's
Annual Report on Form 10-K for the fiscal year ended
September 30, 1995, filed with the Commission December 18,
1995 (Commission File No. 1-7727)
(a) 3. Exhibits (continued)
--------
Exhibit
Number
------------
10 (109) Fourth Amendment to Connecticut Natural Gas Corporation Union
Employee Savings Plan, dated October 31, 1995, filed as
Exhibit No. 10(xcix) to the Connecticut Natural Gas
Corporation's Annual Report on Form 10-K for the fiscal year
ended September 30, 1996, filed with the Commission on
December 19, 1996 (Commission File No. 1-7727)
(110) Fifth Amendment to Connecticut Natural Gas Corporation Union
Employee Savings Plan, dated December 19, 1995, filed as
Exhibit No. 10(c) to the Connecticut Natural Gas
Corporation's Annual Report on Form 10-K for the fiscal year
ended September 30, 1996, filed with the Commission on
December 19, 1996 (Commission File No. 1-7727)
(111) Sixth Amendment to Connecticut Natural Gas Corporation Union
Employee Savings Plan, dated February 27, 1996, filed as
Exhibit No. 10(ci) to the Connecticut Natural Gas
Corporation's Annual Report on Form 10-K for the fiscal year
ended September 30, 1996, filed with the Commission on
December 19, 1996 (Commission File No. 1-7727)
(112) Seventh Amendment to Connecticut Natural Gas Corporation
Union Employee Savings Plan (As Amended and Restated,
Effective as of January 1, 1989), dated May 2, 1997, filed as
Exhibit No. 10(cxix) to the CTG Resources, Inc.'s Quarterly
Report on Form 10-Q for the quarter ended June 30, 1997,
filed with the Commission on August 14, 1997 (Commission File
No. 1-12859)
(113) Eighth Amendment to Connecticut Natural Gas Corporation Union
Employee Savings Plan, dated January 27, 1998, filed as
Exhibit No. 10.122 to the CTG Resources, Inc.'s Quarterly
Report on Form 10-Q for the quarter ended March 31, 1998,
filed with the Commission on May 4, 1998 (Commission File No.
1-12859)
(114) Ninth Amendment to Connecticut Natural Gas Corporation Union
Employee Savings Plan, dated June 9, 1998, filed as Exhibit
No. 10(126) to the CTG Resources, Inc.'s Quarterly Report on
Form 10-Q for the quarter ended June 30, 1998, filed with the
Commission on August 14, 1998 (Commission File No. 1-12859)
(115) Connecticut Natural Gas Corporation Union Employee Savings
Plan Trust Agreement, including amendments thereto, filed as
exhibit 4(ii) to the Connecticut Natural Gas Corporation
Union Employee Savings Plan Registration Statement on Form S-
8, filed with the Commission on July 20, 1994 (Commission
File No. 33-54653)
(a) 3. Exhibits (continued)
--------
Exhibit
Number
------------
10 (116) First Amendment to Connecticut Natural Gas Corporation Union
Employee Savings Plan Trust Agreement, dated March 25, 1997,
filed as Exhibit No. 10(cxi) to the CTG Resources, Inc.'s
Quarterly Report on Form 10-Q for the quarter ended June 30,
1997, filed with the Commission on August 14, 1997
(Commission File No. 1-12859)
(117) Amended and Restated CNG Nonemployee Directors' Fee Plan,
dated September 29, 1995, filed as Exhibit No. 10(lxxxiv) to
the Connecticut Natural Gas Corporation's Annual Report on
Form 10-K for the fiscal year ended September 30, 1995, filed
with the Commission December 18, 1995 (Commission File No. 1-
7727)
(118) CNG Nonemployee Directors' Fee Plan, dated October 1, 1996,
filed as Exhibit No. 10(xciii) to the Connecticut Natural Gas
Corporation's Annual Report on Form 10-K for the fiscal year
ended September 30, 1996, filed with the Commission on
December 19, 1996 (Commission File No. 1-7727)
(119) First Amendment to CNG Nonemployee Directors' Fee Plan, dated
May 2, 1997, filed as Exhibit No. 10(cxxx) to the CTG
Resources, Inc.'s Quarterly Report on Form 10-Q for the
quarter ended June 30, 1997, filed with the Commission on
August 14, 1997 (Commission File No. 1-12859)
(120) Second Amendment to CNG Nonemployee Directors' Fee Plan,
dated March 24, 1998, filed as Exhibit No. 10.123 to the CTG
Resources, Inc.'s Quarterly Report on Form 10-Q for the
quarter ended March 31, 1998, filed with the Commission on
May 4, 1998 (Commission File No. 1-12859)
(121) CNG Nonemployee Directors' Fee Plan Trust Agreement, by and
between the Connecticut Natural Gas Corporation and Fleet
Bank, N.A., dated September 28, 1995, filed as Exhibit No.
10(lxxxv) to the Connecticut Natural Gas Corporation's Annual
Report on Form 10-K for the fiscal year ended September 30,
1995, filed with the Commission December 18, 1995 (Commission
File No. 1-7727)
(122) First Amendment to CNG Nonemployee Directors' Fee Plan Trust
Agreement, dated October 1, 1996, between the Connecticut
Natural Gas Corporation and Putnam Fiduciary Trust Company,
filed as Exhibit No. 10(xciv) to the Connecticut Natural Gas
Corporation's Annual Report on Form 10-K for the fiscal year
ended September 30, 1996, filed with the Commission on
December 19, 1996 (Commission File No. 1-7727)
(a) 3. Exhibits (continued)
--------
Exhibit
Number
------------
10 (123) Second Amendment to CNG Nonemployee Directors' Fee Plan Trust
Agreement, dated October 1, 1996, between the Connecticut
Natural Gas Corporation and Putnam Fiduciary Trust Company,
filed as Exhibit No. 10(xcv) to the Connecticut Natural Gas
Corporation's Annual Report on Form 10-K for the fiscal year
ended September 30, 1996, filed with the Commission on
December 19, 1996 (Commission File No. 1-7727)
(124) Third Amendment to CNG Nonemployee Directors' Fee Plan Trust
Agreement, dated March 25, 1997, filed as Exhibit No. 10(cxv)
to the CTG Resources, Inc.'s Quarterly Report on Form 10-Q
for the quarter ended June 30, 1997, filed with the
Commission on August 14, 1997 (Commission File No. 1-12859)
(125) Settlement Agreement and Release of All Claims between
Connecticut Natural Gas Corporation and Harry Kraiza, Jr.,
dated September 25, 1996, filed as Exhibit No. 10(cii) to the
Connecticut Natural Gas Corporation's Annual Report on Form
10-K for the fiscal year ended September 30, 1996, filed with
the Commission on December 19, 1996 (Commission File No. 1-
7727)
11* Computation of Consolidated Primary and Fully Diluted Earnings Per
Share
12 Computation of Ratios
Not applicable
13 Annual Report to Stockholders for the Fiscal Year Ended September 30,
1998
Not applicable
16 Letter Regarding Change in Certifying Accountant
Not applicable
18 Letter Regarding Change in Accounting Principles
Not applicable
21* Subsidiaries of the Registrant
22 Published Report Regarding Matters Submitted to Vote of Security
Holders
None
23* Consent of Independent Public Accountants
24* Power of Attorney
27* Financial Data Schedule
(a) 3. Exhibits (concluded)
--------
Exhibit
Number
------------
28 Information from Reports Furnished to State Insurance Regulatory
Authorities
Not applicable
99 Additional Exhibits
(1)* Exhibit Index
99 (2)* Information required by Form 11-K with respect to the
Connecticut Natural Gas Corporation Employee Savings Plan for
the fiscal year ending December 31, 1998
(3)* Information required by Form 11-K with respect to the
Connecticut Natural Gas Corporation Union Employee Savings
Plan for the fiscal year ending December 31, 1998
* All exhibits listed above which have an asterisk (*) next to the
exhibit number are filed herewith. All other exhibits listed above which
have previously been filed with the Securities and Exchange Commission
pursuant to the Securities Act of 1933 and the Securities Exchange Act of
1934, and which were designated as noted above and have not been amended,
are hereby incorporated by reference.
(b) Reports on Form 8-K
-------------------
There were no current reports filed on Form 8-K during the last quarter
of fiscal 1998.
Exhibit 99(1)
Page 1 of 1
CTG RESOURCES, INC.
Annual Report on Form 10-K
Exhibit Index
Fiscal Year Ended September 30, 1998
Document
Item Description Description
------------ ----------- ------------
99(1) Exhibit Index Ex-99.1
10(55) Asset Purchase Agreement by and among The Ex-10.55
Hartford Steam Company, CCF-1, Inc. and
Kenetech Facilities Management, Inc.
10(56) Assignment and Consent by and among The Ex-10.56
Hartford Steam Company, CCF-1, Inc. and
The Connecticut Light and Power Company
10(61) Reimbursement Agreement (Including Ex-10.61
Irrevocable Letter of Credit) between The
Energy Network, Inc. and Fleet National
Bank
10(63) Note Purchase Agreement between The Energy Ex-10.63
Network, Inc. and Metropolitan Life
Insurance Company
10(73) First Amendment to the Forward Equity Ex-10.73
Purchase Agreement between CTG Resources,
Inc. and The Energy Network, Inc.
11 Computation of Consolidated Primary and Ex-11
Fully Diluted Earnings Per Share
21 Subsidiaries of the Registrant Ex-21
23 Consent of Independent Public Accountants Ex-23
24 Power of Attorney Ex-24
27 Financial Data Schedule Ex-27
99(2) Requirements of Form 11-K for the CTG Ex-99.2
Resources Inc. Employee Savings Plan
99(3) Requirements of Form 11-K for the CTG Ex-99.3
Resources Inc. Union Employee Savings Plan
CONNECTICUT NATURAL GAS CORPORATION
-----------------------------------
EMPLOYEE SAVINGS PLAN
---------------------
FINANCIAL STATEMENTS AND SCHEDULES
----------------------------------
AS OF DECEMBER 31, 1998 AND 1997
--------------------------------
TOGETHER WITH
--------------
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
----------------------------------------
CONNECTICUT NATURAL GAS CORPORATION
-----------------------------------
EMPLOYEE SAVINGS PLAN
---------------------
INDEX
-----
PAGE
----
Report of Independent Public Accountants 1
Financial Statements:
Statement of Net Assets Available for Benefits
with Fund Information as of December 31, 1998 2
Statement of Net Assets Available for Benefits
with Fund Information as of December 31, 1997 4
Statement of Changes in Net Assets Available for Benefits
with Fund Information for the Year Ended December 31, 1998 6
Statement of Changes in Net Assets Available for Benefits
with Fund Information for the Year Ended December 31, 1997 8
Statement of Changes in Net Assets Available for Benefits
with Fund Information for the Year Ended December 31, 1996 10
Notes to Financial Statements and Schedules 12
Schedules:
Schedule I - Item 27a - Schedule of Assets Held for Investment
Purposes as of December 31, 1998 18
Schedule II - Item 27d - Schedule of Reportable Transactions for
the Year Ended December 31, 1998 19
All schedules, except those as set forth above, are omitted as not
applicable or not required.
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
----------------------------------------
To the Plan Administrator of Connecticut Natural
Gas Corporation Employee Savings Plan:
We have audited the accompanying statements of net assets available for
benefits with fund information of Connecticut Natural Gas Corporation
Employee Savings Plan (the Plan) as of December 31, 1998 and 1997, and the
related statements of changes in net assets available for benefits with
fund information for each of the three years in the period ended December
31, 1998. These financial statements and schedules referred to below are
the responsibility of the Plan's management. Our responsibility is to
express an opinion on these financial statements and schedules based on our
audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the net assets available for benefits with fund
information of the Plan as of December 31, 1998 and 1997, and the changes
in its net assets available for benefits with fund information for each of
the three years in the period ended December 31, 1998, in conformity with
generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of
assets held for investment purposes and reportable transactions are
presented for purposes of additional analysis and are not a required part
of the basic financial statements but are supplementary information
required by the Department of Labor's Rules and Regulations for Reporting
and Disclosure under the Employee Retirement Income Security Act of 1974.
These supplemental schedules have been subjected to the auditing procedures
applied in the audits of the basic financial statements and, in our
opinion, are fairly stated in all material respects in relation to the
basic financial statements taken as a whole.
By S/ Arthur Andersen LLP
-------------------------
Arthur Andersen LLP
Hartford, Connecticut
June 25, 1999
-2-
<TABLE>
<CAPTION>
CONNECTICUT NATURAL GAS CORPORATION
EMPLOYEE SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
AS OF DECEMBER 31, 1998
Participant Directed
----------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Putnam
Putnam The George The Putnam Fund Putnam International Putnam
Stable Putnam Fund for Growth Vista Growth Income
Value Fund of Boston and Income Fund Fund Fund
----------- ---------- --------------- --------- ----------- --------
Assets
------
Investments, at
current value $1,678,941 $3,666,782 $8,353,668 $3,798,478 $1,267,042 $169,544
---------- ---------- ---------- --------- ---------- --------
Cash and temporary
investments, at
current value - - - - - -
---------- ---------- ---------- --------- ---------- --------
Accounts receivable:
Employer 621 2082 5652 5620 2167 454
Employees 4,510 12,144 32,844 19,927 7,331 892
Broker - - - - - -
---------- ---------- ---------- --------- ---------- --------
5,131 14,226 38,496 25,547 9,498 1,346
---------- ---------- ---------- --------- ---------- --------
Participant notes receivable - - - - - -
---------- ---------- ---------- --------- ---------- --------
Net Assets Available
for Benefits $1,684,072 $3,681,008 $8,392,164 $3,824,025 $1,276,540 $170,890
========== ========== ========== ========== ========== ========
</TABLE>
The accompanying notes are an integral part of this financial statement.
<TABLE>
<CAPTION>
-3-
CONNECTICUT NATURAL GAS CORPORATION
EMPLOYEE SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
AS OF DECEMBER 31, 1998
Non-
Participant
Participant Directed Directed
---------------------------- -----------
<S> <C> <C> <C> <C>
Common Common
Participant Stock Stock
Notes Fund Fund Total
----------- ---------- ----------- -----------
Assets
------
Investments, at
current value $ - $7,462,638 $99,130 $26,496,223
Cash and temporary
investments, at
current value - (642) 1,603 961
Accounts receivable:
Employer - 23,700 - 40,296
Employees 2,394 5,174 - 85,216
Broker - 3,650 - 3,650
------------ ------------ ----------- -----------
2,394 32,524 - 129,162
------------ ------------ ----------- -----------
Participant notes receivable 287,176 - - 287,176
------------ ------------ ----------- -----------
Net Assets Available
for Benefits $289,570 $7,494,520 $100,733 $26,913,522
============ ============ =========== ===========
</TABLE>
The accompanying notes are an integral part of this financial statement.
<TABLE>
<CAPTION>
-4-
CONNECTICUT NATURAL GAS CORPORATION
EMPLOYEE SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
AS OF DECEMBER 31, 1997
Participant Directed
--------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Putnam
Putnam The George The Putnam Fund Putnam International Putnam
Stable Putnam Fund for Growth Vista Growth Income
Value Fund of Boston and Income Fund Fund Fund
----------- ---------- --------------- --------- ----------- ---------
Assets
------
Investments, at
current value $946,034 $4,418,806 $7,420,095 $2,851,094 $915,595 $151,471
Cash and temporary
investments, at
current value - - - - -
-
Accounts receivable
from broker - - - - -
-
-------- ---------- ---------- ---------- -------- --------
Total Assets 946,034 4,418,806 7,420,095 2,851,094 915,595 151,471
-------- ---------- ---------- ---------- -------- --------
Liabilities
-----------
Accounts payable to
broker - - - - -
-
-------- ---------- ---------- ---------- -------- --------
Net Assets Available
for Benefits $946,034 $4,418,806 $7,420,095 $2,851,094 $915,595 $151,471
======== ========== ========== ========== ======== ========
</TABLE>
The accompanying notes are an integral part of this financial statement.
<TABLE>
<CAPTION>
-5-
CONNECTICUT NATURAL GAS CORPORATION
EMPLOYEE SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
AS OF DECEMBER 31, 1997
<S> <C> <C> <C>
Non-
Participant Participant
Directed Directed
----------- -----------
Common Common
Stock Stock
Fund Fund Total
----------- ----------- -----------
Assets
------
Investments, at
current value $5,532,814 $2,901,306 $25,137,215
Cash and temporary
investments, at
current value 458 34,845 35,303
Accounts receivable
from broker 121,237 63,564 184,801
---------- ---------- -----------
Total Assets 5,654,509 2,999,715 25,357,319
---------- ---------- -----------
Liabilities
-----------
Accounts payable to
broker (28,461) - (28,461)
---------- ---------- ----------
Net Assets Available
for Benefits $5,626,048 $2,999,715 $25,328,858
========== ========== ===========
</TABLE>
The accompanying notes are an integral part of this financial statement.
<TABLE>
<CAPTION>
-6-
CONNECTICUT NATURAL GAS CORPORATION
EMPLOYEE SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1998
Participant Directed
----------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
The Putnam Putnam
Putnam The George Fund for Putnam International
Stable Value Putnam Fund Growth Vista Growth
Fund of Boston and Income Fund Fund
----------- ----------- ----------- ------------ -------------
Additions to net assets
attributed to:
Dividends and interest income $ 70,745 $ 359,140 $ 747,008 $ 278,264 $ 38,391
----------- ----------- ----------- ----------- -------------
Realized gains (losses), net - 278,944 204,576 64,214 37,202
----------- ----------- ----------- ----------- -------------
Unrealized appreciation
(depreciation) of investments - (253,481) 155,923 243,690 93,115
----------- ----------- ----------- ----------- -------------
Contributions:
Employees 58,810 176,742 435,386 248,030 98,344
Employer 7,995 25,646 62,874 63,704 23,801
----------- ----------- ----------- ----------- -------------
Total contributions 66,805 202,388 498,260 311,734 122,145
Loan repayments 744 5,452 10,515 6,710 1,771
Transfers, net 649,361 (265,542) (161,626) 272,808 132,445
Other, net (85) (251) (369) (799) (9)
----------- ----------- ----------- ----------- -------------
Total additions/(deductions) 787,570 326,650 1,454,287 1,176,621 425,060
----------- ----------- ----------- ----------- -------------
Deductions from net assets
attributed to:
Benefits paid to participants (40,314) (1,016,169) (385,226) (145,523) (55,159)
Loan issues (9,218) (48,279) (96,992) (58,167) (8,956)
----------- ----------- ----------- ----------- --------------
Total deductions (49,532) (1,064,448) (482,218) (203,690) (64,115)
----------- ----------- ----------- ----------- --------------
Net increase (decrease) 738,038 (737,798) 972,069 972,931 360,945
Net Assets Available
for Benefits:
Beginning of year 946,034 4,418,806 7,420,095 2,851,094 915,595
----------- ----------- ----------- ----------- --------------
End of year $1,684,072 $3,681,008 $8,392,164 $3,824,025 $1,276,540
=========== =========== =========== =========== ==============
</TABLE>
The accompanying notes are an integral part of this financial statement.
<TABLE>
<CAPTION>
-7-
CONNECTICUT NATURAL GAS CORPORATION
EMPLOYEE SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1998
Non-
Participant
Participant Directed Directed
------------------------------------- ----------
<S> <C> <C> <C> <C> <C>
Putnam Common Common
Income Participant Stock Stock
Fund Notes Fund Fund Total
----------- ---------- ----------- ---------- ---------------
Additions to net assets
attributed to:
Dividends and interest income $ 10,084 $ 12,989 $ 218,489 $ 87,095 $ 1,822,205
----------- ----------- ----------- ------------ ----------------
Realized gains (losses), net (1,382) - (63,427) (33,819) 486,308
----------- ----------- ----------- ------------ ----------------
Unrealized appreciation
(depreciation) of investments (2,900) - 111,711 (55,168) 292,890
----------- ----------- ----------- ------------ ----------------
Contributions:
Employees 13,323 - 48,131 - 1,078,766
Employer 3,442 - 309,452 - 496,914
----------- ----------- ----------- ------------ ----------------
Total contributions 16,765 - 357,583 - 1,575,680
Loan repayments 20 (33,819) 8,607 - -
Transfers, net (2,606) - 2,071,386 (2,696,226) -
Other, net (45) - 3,623 (33,234) (31,169)
----------- ----------- ----------- ------------ ----------------
Total additions/(deductions) 19,936 (20,830) 2,707,972 (2,731,352) 4,145,914
----------- ----------- ----------- ------------ ----------------
Deductions from net assets
attributed to:
Benefits paid to participants (343) - (750,886) (167,630) (2,561,250)
Loan issues (174) 310,400 (88,614) - -
----------- ----------- ----------- ------------ ----------------
Total deductions (517) 310,400 (839,500) (167,630) (2,561,250)
----------- ----------- ----------- ------------ ----------------
Net increase (decrease) 19,419 289,570 1,868,472 (2,898,982) 1,584,664
Net Assets Available
for Benefits:
Beginning of year 151,471 - 5,626,048 2,999,715 25,328,858
----------- ----------- ----------- ------------ ----------------
End of year $170,890 $289,570 $7,494,520 $100,733 $26,913,522
=========== =========== =========== ============ ================
</TABLE>
The accompanying notes are an integral part of this financial statement.
<TABLE>
<CAPTION>
-8-
CONNECTICUT NATURAL GAS CORPORATION
EMPLOYEE SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1997
Participant Directed
-------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
The Putnam Putnam
Putnam The George Fund for Putnam International
Stable Putnam Fund Growth Vista Growth
Value Fund of Boston and Income Fund Fund
------------ ------------ ----------- --------- ------------
Additions to net assets
attributed to:
Dividends and interest income $ 64,065 $ 403,725 $ 933,486 $ 210,427 $ 52,988
----------- ----------- ----------- ---------- -----------
Realized gains (losses), net - 15,550 81,950 5,239 246
----------- ----------- ----------- ---------- -----------
Unrealized appreciation
of investments - 325,249 380,688 229,100 48,035
----------- ----------- ----------- ---------- -----------
Contributions:
Employees 50,526 189,025 399,544 217,668 71,757
Employer 6,234 23,791 53,478 55,022 20,674
----------- ----------- ----------- ---------- -----------
Total contributions 56,760 212,816 453,022 272,690 92,431
Transfers, net 262,654 12,334 404,655 564,179 300,627
Other, net - - - - -
----------- ----------- ----------- ---------- -----------
Total additions/(deductions) 383,479 969,674 2,253,801 1,281,635 494,327
----------- ----------- ----------- ---------- -----------
Deductions from net assets
attributed to:
Benefits paid to participants (447,473) (104,214) (612,268) (84,043) (1,411)
----------- ----------- ----------- ---------- -----------
Net increase (decrease) (63,994) 865,460 1,641,533 1,197,592 492,916
Net Assets Available
for Benefits:
Beginning of year 1,010,028 3,553,346 5,778,562 1,653,502 422,679
----------- ----------- ----------- ---------- -----------
End of year $946,034 $4,418,806 $7,420,095 $2,851,094 $915,595
=========== =========== =========== ========== ===========
</TABLE>
The accompanying notes are an integral part of this financial statement.
<TABLE>
<CAPTION>
-9-
CONNECTICUT NATURAL GAS CORPORATION
EMPLOYEE SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1997
Non-
Participant
Participant Directed Directed
----------------------- ----------
<S> <C> <C> <C> <C>
Putnam Common Common
Income Stock Stock
Fund Fund Fund Total
----------- ----------- ----------- -----------
Additions to net assets
attributed to:
Dividends and interest income $ 8,029 $ 264,285 $ 230,891 $2,167,896
-------- ----------- ----------- -----------
Realized gains (losses), net (246) (174,957) (184,667) (256,885)
-------- ----------- ----------- -----------
Unrealized appreciation
of investments 1,691 401,364 65,878 1,452,005
-------- ----------- ----------- -----------
Contributions:
Employees 11,480 45,948 - 985,948
Employer 2,611 344,424 - 506,234
-------- ----------- ----------- -----------
Total contributions 14,091 390,372 - 1,492,182
Transfers, net 12,377 385,375 (1,916,094) 26,107
Other, net - 92,779 88,797 181,576
-------- ----------- ----------- -----------
Total additions/(deductions) 35,942 1,359,218 (1,715,195) 5,062,881
-------- ----------- ----------- -----------
Deductions from net assets
attributed to:
Benefits paid to participants - (495,669) (312,239) (2,057,317)
-------- ----------- ----------- -----------
Net increase (decrease) 35,942 863,549 (2,027,434) 3,005,564
Net Assets Available
for Benefits:
Beginning of year 115,529 4,762,499 5,027,149 22,323,294
--------- ----------- ----------- ------------
End of year $151,471 $5,626,048 $2,999,715 25,328,858
========= =========== =========== ============
</TABLE>
The accompanying notes are an integral part of this financial statement.
<TABLE>
<CAPTION>
-10-
CONNECTICUT NATURAL GAS CORPORATION
EMPLOYEE SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1996
Participant Directed
-------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
The Putnam Putnam
Putnam The George Fund for Putnam International
Stable Putnam Fund Growth Vista Growth
Value Fund of Boston and Income Fund Fund
------------- -------------- ------------- ----------- ------------
Additions to net assets
attributed to:
Dividends and interest income $ 62,418 $ 322,456 $ 494,326 $ 97,303 $ 5,660
----------- ----------- ----------- ----------- -----------
Realized gains (losses), net - 15,609 51,138 31,889 3,292
----------- ----------- ----------- ----------- -----------
Unrealized appreciation
(depreciation) of investments - 172,914 486,678 93,150 42,243
----------- ----------- ----------- ----------- -----------
Contributions:
Employees 54,790 194,884 402,688 198,989 46,065
Employer 3,879 12,008 21,946 26,051 7,795
----------- ----------- ----------- ----------- -----------
Total contributions 58,669 206,892 424,634 225,040 53,860
Transfers, net 4,406 (15,109) (12,853) 522,063 116,277
Other, net - - - - -
----------- ----------- ----------- ----------- -----------
Total additions/(deductions) 125,493 702,762 1,443,923 969,445 221,332
----------- ----------- ----------- ----------- -----------
Deductions from net assets
attributed to:
Benefits paid to participants (298,769) (332,982) (452,747) (81,348) (28,329)
----------- ----------- ----------- ----------- -----------
Net increase (decrease) (173,276) 369,780 991,176 888,097 193,003
Net Assets Available
for Benefits:
Beginning of year 1,183,304 3,183,566 4,787,386 765,405 229,676
----------- ----------- ----------- ----------- -----------
End of year $1,010,028 $3,553,346 $5,778,562 $1,653,502 $422,679
=========== =========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of this financial statement.
<TABLE>
<CAPTION>
-11-
CONNECTICUT NATURAL GAS CORPORATION
EMPLOYEE SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1996
Non-
Participant
Participant Directed Directed
----------------------- ----------
<S> <C> <C> <C> <C>
Putnam Common Common
Income Stock Stock
Fund Fund Fund Total
----------- ----------- ----------- -----------
Additions to net assets
attributed to:
Dividends and interest income $ 9,705 $ 212,290 $ 384,533 $1,588,691
-------- ----------- ----------- -----------
Realized gains (losses), net (3,856) (13,004) (44,265) 40,803
-------- ----------- ----------- -----------
Unrealized appreciation
(depreciation) of investments (2,131) 346,939 507,602 1,647,395
-------- ----------- ----------- -----------
Contributions:
Employees 14,846 57,958 - 970,220
Employer 1,703 317,692 86,597 477,671
-------- ----------- ----------- -----------
Total contributions 16,549 375,650 86,597 1,447,891
Transfers, net (61,437) 2,005,626 (2,549,645) 9,328
Other, net - (447) (1,503) (1,950)
-------- ----------- ----------- -----------
Total additions/(deductions) (41,170) 2,927,054 (1,616,681) 4,732,158
-------- ----------- ----------- -----------
Deductions from net assets
attributed to:
Benefits paid to participants (5,959) (320,794) (696,730) (2,217,658)
-------- ----------- ----------- -----------
Net increase (decrease) (47,129) 2,606,260 (2,313,411) 2,514,500
Net Assets Available
for Benefits:
Beginning of year 162,658 2,156,239 7,340,560 19,808,794
-------- ----------- ----------- -----------
End of year $115,529 $4,762,499 $5,027,149 22,323,294
========= =========== =========== ============
</TABLE>
The accompanying notes are an integral part of this financial statement.
-12-
CONNECTICUT NATURAL GAS CORPORATION
-----------------------------------
EMPLOYEE SAVINGS PLAN
---------------------
NOTES TO FINANCIAL STATEMENTS AND SCHEDULES
-------------------------------------------
AS OF DECEMBER 31, 1998 AND 1997
--------------------------------
1. Description of the Plan:
------------------------
The following description of the Connecticut Natural Gas Corporation
Employee Savings Plan (the "Plan") is provided for general information
purposes only. More complete information regarding the Plan's provisions
may be found in the Plan document.
a. General -
-------
The Plan is a defined contribution thrift plan open to non-union
employees of CTG Resources, Inc. (the "Company") and its
subsidiaries and affiliates. Effective as of the close of business
on March 31, 1997, the Company became the holding company and parent
of Connecticut Natural Gas Corporation ("CNG").
The Plan was established by the Company under the provisions of
Section 401(a) of the Internal Revenue Code (IRC), and it includes a
qualified cash or deferred arrangement as described in Section
401(k) of the IRC for the benefit of eligible employees of the
Company. The Plan is subject to the provisions of the Employee
Retirement Income Security Act of 1974 (ERISA). The Plan
Administrator is the Company. The Compensation Committee of the
Company's Board of Directors appointed an Administrative Committee
to serve as manager of the Plan. Putnam Fiduciary Trust Company,
trustee of the Plan, holds the Plan's investments and executes
transactions therein.
b. Eligibility -
-----------
Employees are eligible to participate when the following criteria
are met:
(1) Are at least age 21.
(2) Are employed by the Company for one year or more.
(3) Have completed 1,000 hours or more of service in a 12-month
period beginning with date of hire.
(4) Are on the management payroll or are subject to the Salary
Administration Program.
The number of employees participating in the Plan as of December 31,
1998 and 1997 were 244 and 250, respectively.
c. Contributions -
-------------
Eligible employees may elect to participate in the Plan and
authorize payroll deductions of not less than 1% and not greater
than 26% of basic earnings as savings contributions to their
accounts during each year, subject to the limits under Section 415
of the IRC.
The Company will match a percentage of an employee's compensation
depending on age or years of continuous service. Effective May 1,
1998, for participants who have (or will have) attained 20 years of
continuous service or age 45 as of June 30 of the applicable
calendar year, the amount of the Company matching contribution will
-13-
be 75% of compensation during the payroll period up to 6% of
compensation (for a maximum match of 4.5% of compensation). For all
other participants, the amount of the Company matching contribution
will be 50% of compensation during the payroll period up to 6% of
compensation (for a maximum match of 3% of compensation). If an
employee's elected savings allotment is less than 6% of
compensation, the Company will match no more than 75% or 50% of the
percentage contributed by the employee, depending upon the
respective years of service or age categories noted above.
Prior to May 1, 1998, the amount of the Company contribution was
determined according to the schedule below. If an employee's:
Years of Continuous
Service Were Or Age Was The Company Contributed
------------------- -- ------- -----------------------
30 50 6% of compensation
20 45 4.5% of compensation
10 35 3% of compensation
Less than 10 Under 35 2% of compensation
d. Investment Options -
------------------
Plan participants direct their contributions among various
investment options in 5% increments, and they may elect to change
their investment options at any time. A description of each
investment option is provided below:
(1) PUTNAM STABLE VALUE FUND - This fund seeks to provide interest
income while preserving principal and maintaining liquidity.
The fund invests in pools of guaranteed income contracts,
security-backed investment contracts, and money market
instruments issued by insurance companies and banks. The
average yield for this fund was 6.06%, 6.48%, and 5.74% for the
years ended December 31, 1998, 1997, and 1996, respectively.
(2) THE GEORGE PUTNAM FUND OF BOSTON - This fund primarily seeks
current income and capital growth through investment in common
and preferred stocks, debt securities, and cash equivalents.
(3) THE PUTNAM FUND FOR GROWTH AND INCOME - This fund seeks long-
term capital growth and current income through a portfolio of
income-producing common stocks.
(4) PUTNAM VISTA FUND - This fund seeks to provide capital
appreciation by investing primarily in stocks of small to
midsize companies believed to have above-average growth
potential.
(5) PUTNAM INTERNATIONAL GROWTH FUND - This fund seeks to provide
capital appreciation by investing in a diversified portfolio of
equity securities in companies located outside the United
States.
(6) PUTNAM INCOME FUND - This fund seeks to provide as high a level
of income as possible given a prudent level of risk by investing
in high yield and investment grade corporate bonds, mortgage and
asset-backed securities, U.S. Treasury securites, and foreign
bonds.
(7) COMMON STOCK FUND - This fund seeks to provide capital
appreciation and current income through investment in the common
stock of the Company, purchased at not more than fair market
value.
Pursuant to the change in corporate organization discussed in Note
1.a. above and an Agreement and Plan of Exchange, dated as of
December 20, 1996, by and between the Company and CNG, all
outstanding shares of common stock of CNG, including those shares
held by the Plan, were exchanged for shares of common stock of the
Company.
-14-
All Company matching contributions are invested in the Common Stock
Fund. Beginning on March 1, 1996 and continuing on a quarterly
basis through October 1, 1999, the Plan Administrator has directed
that portions of the non-participant directed Common Stock Fund be
transferred to the participant directed Common Stock Fund based upon
a predetermined schedule. These transfers are scheduled to take
place on January 1, April 1, July 1, and October 1 of each year,
with the exception of 1996 for which the March 1 transfer was in
lieu of the April 1 transfer. Following the transfers, Plan
participants will have the discretion of investing the transferred
shares of common stock in the same manner as the other amounts under
their direction in the various participant directed funds. Also,
effective March 1, 1996, all Company matching contributions are
being invested in the participant directed Common Stock Fund.
In addition to transfers between the various funds noted above as a
result of investment elections made by Plan participants, transfers
are also made to or from the Union Employee Savings Plan for those
employees who transfer to (from) one of the Company's collective
bargaining units.
e. Vesting -
-------
Participants are fully vested in their contributions and the
earnings thereon. Participants are vested in the Company matching
contributions and the earnings thereon as follows:
<TABLE>
<S> <C>
Years of Continuous Service are Percentage Vested
------------------------------- -----------------
Less than 1 0%
1 but less than 2 20
2 but less than 3 40
3 but less than 4 60
4 but less than 5 80
5 or more 100
</TABLE>
Participants also become fully vested in their Company matching
contribution account if any one of the following occurs:
(1) Death
(2) Disability
(3) Attainment of age 65 (normal retirement date)
(4) Total or partial termination of the Plan
(5) Discontinuance of Company contributions to the Plan
Upon termination of employment before full vesting, the non-vested
Company match portion of a participant's common stock account shall
be forfeited after five years if the participant is not rehired and
applied as a credit against the employer's future contributions.
f. Benefits -
--------
Upon termination of employment due to retirement, disability, or
death, a participant (or his/her beneficiary) may elect to receive a
lump-sum distribution equal to the value of the participant's vested
interest in his/her account as soon as practicable following the
termination date or defer the distribution to some future date.
Participants may request the withdrawal of certain account balances
prior to termination of employment. Application for withdrawal of
after-tax contributions and employee IRA contributions may be made
once a year. There are no Plan penalties for such withdrawals.
-15-
g. Participant Notes Receivable -
----------------------------
Effective May 1, 1998, the Board of Directors adopted an amendment to
the Plan which established a participant loan provision. Under this
provision, a Plan participant is allowed to borrow a minimum of
$1,000 up to a maximum of one-half of the participant's vested
account balance or $50,000, whichever is less. Each loan carries an
interest rate of prime plus 1%, established on the first day of the
calendar quarter in which the loan is made. Security for each loan
is provided by one-half of the Plan participant's vested account
balance. Two types of loans are available to Plan participants--
"general purpose" and "principal residence" loans. Full repayment of
each of these types of loans is required within five and fifteen
years following loan origination, respectively, and loan refinancings
are not permitted. All loans require level amortization with
principal and interest payments made at least quarterly, and for
those Plan participants who are active employees, payments are made
ratably through payroll deductions. No Plan partcipant may have more
than one "general purpose" loan and one "principal residence" loan
outstanding at any time.
h. Participant Accounts -
--------------------
Individual accounts are maintained for each of the Plan's
participants to reflect the participant's share of the Plan's income,
the participant's and the Company's contributions, and the
participant's loan(s) (if applicable). Allocations of Plan income
are based on the share balances in the participants' accounts.
2. Summary of Significant Accounting Policies:
------------------------------------------
a. Basis of Accounting -
-------------------
The accompanying financial statements have been prepared on the
accrual basis of accounting.
b. Income Recognition -
------------------
Dividend income is recorded on the ex-dividend date. Interest income
is recorded as earned.
c. Investment Valuation -
--------------------
The Plan's investments are reflected at current value. The shares of
the Common Stock Fund and the Putnam mutual funds owned by the Plan,
with the exception of the Putnam Stable Value Fund, are valued at
market as determined by the quoted market price as of the last
business day of the year. The latter fund is valued at contract
value (cost plus accumulated earnings) which approximates current
value. Purchases and sales of securities are reflected on a trade
date basis. Realized and unrealized appreciation (depreciation)
presented in the statement of changes in net assets available for
benefits with fund information are computed based on the change in
the current value of the Plan assets from year to year.
d. Administrative Expenses -
-----------------------
Administrative expenses of the Plan may be paid by either the Company
or the Plan. During 1998, 1997, and 1996, the Company paid all
administrative expenses relating to the Plan.
-16-
e. Use of Estimates in the Preparation of Financial Statements -
-----------------------------------------------------------
The preparation of financial statements in conformity with generally
accepted accounting principles and the Department of Labor Rules and
Regulations for Reporting and Disclosure under ERISA requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities at the date of the financial
statements and the reported amounts of income and expense during the
reporting period. Actual results could differ from those estimates.
3. Federal Income Tax Status:
-------------------------
In 1994 the Plan was amended and restated to meet the requirements of
the Tax Reform Act of 1986, and the Plan received a favorable
determination letter from the Internal Revenue Service dated September
19, 1994. The Plan has been amended since receiving the determination
letter. However, the Plan Administrator and management believe that
the Plan is designed and is currently being operated in compliance with
the applicable requirements of the IRC. Therefore, they believe that
the Plan was qualified and the related trust was tax-exempt through the
year ended December 31, 1998.
4. Investments:
-----------
The fair market values of individual assets that represent 5% or more of
the Plan's net assets as of December 31, 1998 and 1997 are as follows:
1998:
CTG Resources, Inc. common stock $ 7,561,768
The Putnam Fund for Growth and Income 8,353,668
The George Putnam Fund of Boston 3,666,782
Putnam Vista Fund 3,798,478
Putnam Stable Value Fund 1,678,941
1997:
CTG Resources, Inc. common stock $ 8,434,120
The Putnam Fund for Growth and Income 7,420,095
The George Putnam Fund of Boston 4,418,806
Putnam Vista Fund 2,851,094
5. Concentration of Credit Risk:
----------------------------
The Plan's assets are invested in mutual funds managed by Putnam
Investments, Inc., as described in Note 1, and the common stock of CTG.
In the event of any uncertainties in the financial marketplace, the Plan
may be exposed to financial risks.
6. Reconciliation to Form 5500:
---------------------------
As of December 31, 1996, the Plan had a $43,307 pending distribution to
a participant who elected to withdraw from the Plan and $5,297 of excess
contributions from participants. In 1997, the pending distribution and
excess contributions were paid and returned, respectively, to the
participants. These amounts were reflected as reductions in benefits
paid to participants in the Plan's Form 5500 for 1997; however, in
accordance with generally accepted accounting principles, benefits paid
to participants are not reduced by these amounts in the accompanying
statement of changes in net assets available for benefits for the year
ended December 31, 1997.
The table on the following page reconciles benefits paid to participants
per the financial statements to the Form 5500 as filed by the Company
for the year ended December 31, 1997.
-17-
Benefits
Paid to
Participants
------------
Per financial statements $2,057,317
Accrued benefit payments paid
to participants (43,307)
Excess contributions returned
to participants (5,297)
----------
Per Form 5500 $2,008,713
==========
<TABLE>
<CAPTION>
-18-
Schedule I
EIN 06-0383860
Plan No. 007
CONNECTICUT NATURAL GAS CORPORATION
EMPLOYEE SAVINGS PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1998
<C> <S> <C> <C> <C>
(c)Description of Investment
Including Maturity Date, Rate
(b)Identity of Issue, Borrower, of Interest, Collateral, Par (e)Current
(a) Lessor, or Similar Party or Maturity Value (d)Cost Value
--- -------------------------------------- ------------------------------- ----------- ---------
* Putnam Stable Value Fund Fund comprised of
investment contracts $1,678,941 $1,678,941
-------------- --------------
* The George Putnam Fund of Boston Mutual fund comprised of
common stocks and bonds 3,193,189 3,666,782
-------------- --------------
* The Putnam Fund for Growth and Income Mutual fund comprised of
common stocks 6,819,490 8,353,668
-------------- --------------
* Putnam Vista Fund Mutual fund comprised of
common stocks 3,220,619 3,798,478
-------------- --------------
* Putnam International Growth Fund Mutual fund comprised of
common stocks 1,082,828 1,267,042
-------------- --------------
* Putnam Income Fund Mutual fund comprised of bonds
and U.S. Treasury securities 171,939 169,544
-------------- --------------
Participant directed -
* CTG Resources, Inc. Common stock 5,961,469 7,462,638
Boston Safe Company Daily Liquidity Fund (642) (642)
-------------- --------------
5,960,827 7,461,996
-------------- --------------
Non-participant directed -
* CTG Resources, Inc. Common stock 79,189 99,130
Boston Safe Company Daily Liquidity Fund 1,603 1,603
-------------- --------------
80,792 100,733
-------------- --------------
Total Common Stock Fund 6,041,619 7,562,729
-------------- --------------
Total Investments $22,208,625 $26,497,184
============== ==============
</TABLE>
*Represents a party-in-interest.
The accompanying notes are an integral part of this schedule.
<TABLE>
<CAPTION>
-19-
Schedule II
EIN 06-0383860
Plan No. 007
CONNECTICUT NATURAL GAS CORPORATION
EMPLOYEE SAVINGS PLAN
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1998
<S> <C> <C> <C> <C> <C> <C> <C>
Current Value
Number of Asset on
Identity of Description of Purchase Selling Cost of Transaction Net Gain
Party Involved of Asset Transactions Price Price Asset Date or (Loss)
--------------- ------------- ------------ ---------- ------- ---------- ------------- ----------
The George Putnam Mutual fund 52 $ 796,718 $ - $ 796,718 $ 796,718 $ -
Fund of Boston comprised of 63 - 1,574,205 1,295,261 1,574,205 278,944
common stocks
and bonds
The Putnam Mutual fund 75 1,690,112 - 1,690,112 1,690,112 -
Fund for comprised of 84 - 1,117,039 912,463 1,117,039 204,576
Growth and common stocks
Income
CTG Resources, Common stock 41 3,609,524 - 3,609,524 3,609,524 -
Inc. 129 - 4,632,816 3,901,214 4,632,816 731,602
</TABLE>
The accompanying notes are an integral part of this schedule.
CONNECTICUT NATURAL GAS CORPORATION
-----------------------------------
UNION EMPLOYEE SAVINGS PLAN
---------------------------
FINANCIAL STATEMENTS AND SCHEDULES
----------------------------------
AS OF DECEMBER 31, 1998 AND 1997
--------------------------------
TOGETHER WITH
--------------
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
----------------------------------------
CONNECTICUT NATURAL GAS CORPORATION
-----------------------------------
UNION EMPLOYEE SAVINGS PLAN
---------------------------
INDEX
-----
PAGE
----
Report of Independent Public Accountants 1
Financial Statements:
Statement of Net Assets Available for Benefits
with Fund Information as of December 31, 1998 2
Statement of Net Assets Available for Benefits
with Fund Information as of December 31, 1997 4
Statement of Changes in Net Assets Available for Benefits
with Fund Information for the Year Ended December 31, 1998 6
Statement of Changes in Net Assets Available for Benefits
with Fund Information for the Year Ended December 31, 1997 8
Statement of Changes in Net Assets Available for Benefits
with Fund Information for the Year Ended December 31, 1996 10
Notes to Financial Statements and Schedules 12
Schedules:
Schedule I - Item 27a - Schedule of Assets Held for Investment 18
Purposes as of December 31, 1998
Schedule II - Item 27d - Schedule of Reportable Transactions for
the Year Ended December 31, 1998 19
All schedules, except those as set forth above, are omitted as not
applicable or not required.
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
----------------------------------------
To the Plan Administrator of Connecticut Natural
Gas Corporation Union Employee Savings Plan:
We have audited the accompanying statements of net assets available for
benefits with fund information of Connecticut Natural Gas Corporation Union
Employee Savings Plan (the Plan) as of December 31, 1998 and 1997, and the
related statements of changes in net assets available for benefits with
fund information for each of the three years in the period ended December
31, 1998. These financial statements and schedules referred to below are
the responsibility of the Plan's management. Our responsibility is to
express an opinion on these financial statements and schedules based on our
audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the net assets available for benefits with fund
information of the Plan as of December 31, 1998 and 1997, and the changes
in its net assets available for benefits with fund information for each of
the three years in the period ended December 31, 1998, in conformity with
generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of
assets held for investment purposes and reportable transactions are
presented for purposes of additional analysis and are not a required part
of the basic financial statements but are supplementary information
required by the Department of Labor Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974.
These supplemental schedules have been subjected to the auditing procedures
applied in the audits of the basic financial statements and, in our
opinion, are fairly stated in all material respects in relation to the
basic financial statements taken as a whole.
By S/ Arthur Andersen LLP
------------------------
Arthur Andersen LLP
Hartford, Connecticut
June 25, 1999
<TABLE>
<CAPTION>
-2-
CONNECTICUT NATURAL GAS CORPORATION
UNION EMPLOYEE SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
AS OF DECEMBER 31, 1998
Participant Directed
---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Putnam
Putnam The George The Putnam Fund Putnam International Putnam
Stable Putnam Fund for Growth Vista Growth Income
Value Fund of Boston and Income Fund Fund Fund
----------------- ---------- --------------- --------- ---------- --------
Assets
------
Investments, at
current value $599,871 $1,908,329 $5,197,979 $2,685,586 $428,138 $213,795
---------- ---------- ---------- --------- ---------- --------
Cash and temporary
investments, at
current value - - - - - -
---------- ---------- ---------- --------- ---------- --------
Accounts receivable
Employer 1,043 1,106 3,878 4,167 1,014 283
Employees 6,310 13,358 33,961 21,635 3,173 1,367
Broker - - - - - -
---------- ---------- ---------- --------- ---------- --------
7,353 14,464 37,839 25,802 4,187 1,650
---------- ---------- ---------- --------- ---------- --------
Participant notes - - - - - -
receivable
---------- ---------- ---------- --------- ---------- --------
Net Assets Available
for Benefits $607,224 $1,922,793 $5,235,818 $2,711,388 $432,325 $215,445
========== ========== ========== ========== ========== ========
</TABLE>
The accompanying notes are an integral part of this financial statement.
<TABLE>
<CAPTION>
-3-
CONNECTICUT NATURAL GAS CORPORATION
UNION EMPLOYEE SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
AS OF DECEMBER 31, 1998
Non-
Participant
Participant Directed Directed
---------------------------- -----------
<S> <C> <C> <C> <C>
Common Common
Participant Stock Stock
Notes Fund Fund Total
----------- ---------- ----------- -----------
Assets
------
Investments, at
current value $ - $8,398,549 $12,001 $19,444,248
Cash and temporary
investments, at
current value - (3,857) 4,769 912
Accounts receivable
Employer - 34,300 - 45,791
Employees 3,024 18,838 - 101,666
Broker - 16,412 - 16,412
------------ ---------- ----------- -----------
3,024 69,550 - 163,869
------------ ---------- ----------- -----------
Participant notes 349,432 - - 349,432
receivable
------------ ---------- ----------- -----------
Net Assets Available
for Benefits $352,456 $8,464,242 $16,770 $19,958,461
============ ========== =========== ===========
</TABLE>
The accompanying notes are an integral part of this financial statement.
<TABLE>
<CAPTION>
-4-
CONNECTICUT NATURAL GAS CORPORATION
UNION EMPLOYEE SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
AS OF DECEMBER 31, 1997
Participant Directed
-----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Putnam
Putnam The George The Putnam Fund Putnam International Putnam
Stable Putnam Fund for Growth Vista Growth Income
Value Fund of Boston and Income Fund Fund Fund
----------- ------------ --------------- ----------- ----------- ---------
Assets
------
Investments, at
current value $596,471 $1,752,110 $4,378,627 $1,759,969 $244,521 $56,198
Cash and temporary
investments, at
current value - - - - -
-
Accounts receivable
from broker - - - - -
-
---------- ---------- ---------- ---------- -------- --------
Total Assets 596,471 1,752,110 4,378,627 1,759,969 244,521 56,198
Liabilities
-----------
Accounts payable to
broker - - - - -
-
---------- ---------- ---------- ---------- -------- --------
Net Assets Available
for Benefits $596,471 $1,752,110 $4,378,627 $1,759,969 $244,521 $56,198
========== ========== ========== ========== ======== ========
</TABLE>
The accompanying notes are an integral part of this financial statement.
<TABLE>
<CAPTION>
-5-
CONNECTICUT NATURAL GAS CORPORATION
UNION EMPLOYEE SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
AS OF DECEMBER 31, 1997
Non-
Participant Participant
Directed Directed
----------- -----------
<S> <C> <C> <C>
Common Common
Stock Stock
Fund Fund Total
----------- ----------- -----------
Assets
------
Investments, at
current value $6,491,623 $2,449,512 $17,729,031
Cash and temporary
investments, at
current value 81,698 30,128 111,826
Accounts receivable
from broker 3,437 1,304 4,741
---------- ---------- -----------
Total Assets 6,576,758 2,480,944 17,845,598
Liabilities
-----------
Accounts payable to
broker (45,292) - (45,292)
---------- ---------- ----------
Net Assets Available
for Benefits $6,531,466 $2,480,944 $17,800,306
========== ========== ===========
</TABLE>
The accompanying notes are an integral part of this financial statement.
<TABLE>
<CAPTION>
-6-
CONNECTICUT NATURAL GAS CORPORATION
UNION EMPLOYEE SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1998
Participant Directed
----------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
The Putnam Putnam
Putnam The George Fund for Putnam International
Stable Putnam Fund Growth Vista Growth
Value Fund of Boston and Income Fund Fund
------------ -------------- ---------------- ------------ ------------
Additions to net assets
attributed to:
Dividends and interest income $34,391 $177,100 $453,317 $193,982 $12,343
-------- ---------- ---------- ---------- --------
Realized gains (losses), net - 31,737 78,411 31,476 6,192
-------- ---------- ---------- ---------- --------
Unrealized appreciation
(depreciation) of - (25,356) 125,680 202,687 29,805
investments
-------- ---------- ---------- ---------- --------
Contributions:
Employees 50,988 136,810 349,087 215,943 31,221
Employer 7,607 11,355 39,392 38,566 8,883
-------- ---------- ---------- ---------- --------
Total contributions 58,595 148,165 388,479 254,509 40,104
Loan repayments 2,217 3,889 14,827 8,817 2,190
Transfers, net 3,796 (16,490) 107,259 357,294 114,802
Other, net (105) (163) (416) (161) (21)
-------- ---------- ---------- ---------- --------
Total additions/(deductions) 98,894 318,882 1,167,557 1,048,604 205,415
-------- ---------- ---------- ---------- --------
Deductions from net assets
attributed to:
Benefits paid to participants (69,387) (117,092) (210,056) (24,201) (10,427)
Loan issues (18,754) (31,107) (100,310) (72,984) (7,184)
-------- ---------- ---------- ---------- --------
Total deductions (148,199) (310,366) (97,185) (17,611)
(88,141)
-------- ---------- ---------- ---------- --------
Net increase (decrease) 10,753 170,683 857,191 951,419 187,804
Net Assets Available
for Benefits:
Beginning of year 596,471 1,752,110 4,378,627 1,759,969 244,521
-------- ---------- ---------- ---------- --------
End of year $607,224 $1,922,793 $5,235,818 $2,711,388 $432,325
======== ========== ========== ========== ========
</TABLE>
The accompanying notes are an integral part of this financial statement.
<TABLE>
<CAPTION>
-7-
CONNECTICUT NATURAL GAS CORPORATION
UNION EMPLOYEE SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1998
Non-
Participant
Participant Directed Directed
------------------------------------- ----------
<S> <C> <C> <C> <C> <C>
Putnam Common Common
Income Participant Stock Stock
Fund Notes Fund Fund Total
----------- ---------- ----------- ---------- -----------
Additions to net assets
attributed to:
Dividends and interest income $ 7,567 $ 15,754 $ 274,713 $ 58,029 $ 1,227,196
-------- -------- ---------- --------- -----------
Realizaed gains (losses), net (17) - (70,342) (26,719) 50,738
-------- -------- ---------- --------- -----------
Unrealized appreciation
(depreciation) of investments (2,499) - 135,424 (21,267) 444,474
-------- -------- ---------- --------- -----------
Contributions:
Employees 12,287 - 170,856 - 967,192
Employer 2,337 - 382,721 - 490,861
-------- -------- ---------- --------- -----------
Total contributions 14,624 - 553,577 - 1,458,053
Loan repayments 11 (48,427) 16,476 - -
Transfers, net 145,398 - 1,619,949 (2,332,008) -
Other, net (1) - 11,522 (188) (10,467)
-------- -------- ---------- --------- -----------
Total additions/(deductions) 165,083 (32,673) 2,541,319 (2,322,153) 3,190,928
-------- -------- ---------- --------- -----------
Deductions from net assets
attributed to:
Benefits paid to participants (5,819) - (453,770) (142,021) (1,032,773)
Loan issues (17) 385,129 (154,773) - -
-------- -------- ---------- --------- -----------
Total deductions (5,836) 385,129 (608,543) (142,021) (1,032,773)
-------- -------- ---------- --------- -----------
Net increase (decrease) 159,247 352,456 1,932,776 (2,464,174) 2,158,155
Net Assets Available
for Benefits:
Beginning of year 56,198 - 6,531,466 2,480,944 17,800,306
-------- -------- ---------- --------- -----------
End of year $215,445 $352,456 $8,464,242 $ 16,770 $19,958,461
======== ======== ========== ========= ===========
</TABLE>
The accompanying notes are an integral part of this financial statement.
<TABLE>
<CAPTION>
-8-
CONNECTICUT NATURAL GAS CORPORATION
UNION EMPLOYEE SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1997
Participant Directed
------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
The Putnam Putnam
Putnam The George Fund for Putnam International
Stable Putnam Fund Growth Vista Growth
Value Fund of Boston and Income Fund Fund
------------- -------------- ------------- ----------- ------------
Additions to net assets
attributed to:
Dividends and interest income $29,899 $160,512 $549,106 $129,215 $13,905
----------- ----------- ----------- ----------- -----------
Realized gains (losses), net - 18,221 32,290 21,608 2,477
----------- ----------- ----------- ----------- -----------
Unrealized appreciation
of investments - 122,487 216,087 132,110 12,926
----------- ----------- ----------- ----------- -----------
Contributions:
Employees 42,141 127,395 324,049 179,858 22,408
Employer 2,826 10,452 30,021 22,782 4,216
----------- ----------- ----------- ----------- -----------
Total contributions 44,967 137,847 354,070 202,640 26,624
Transfers, net 97,965 4,347 274,367 213,306 85,601
Other, net - - - - -
----------- ----------- ----------- ----------- -----------
Total additions/(deductions) 172,831 443,414 1,425,920 698,879 141,533
Deductions from net assets
attributed to:
Benefits paid to (53,785) (91,473) (219,160) (80,099) (10,796)
participants
----------- ----------- ----------- ----------- -----------
Net increase (decrease) 119,046 351,941 1,206,760 618,780 130,737
Net Assets Available
for Benefits:
Beginning of year 477,425 1,400,169 3,171,867 1,141,189 113,784
----------- ----------- ----------- ----------- -----------
End of year $596,471 $1,752,110 $4,378,627 $1,759,969 $244,521
=========== =========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of this financial statement.
<TABLE>
<CAPTION>
-9-
CONNECTICUT NATURAL GAS CORPORATION
UNION EMPLOYEE SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1997
Non-
Participant
Participant Directed Directed
-------------------------- ------------
<S> <C> <C> <C> <C>
Putnam Common Common
Income Stock Stock
Fund Fund Fund Total
------------ ------------- ------------ ------------
Additions to net assets
attributed to:
Dividends and interest income $3,765 $293,359 $184,513 $1,364,274
----------- ----------- ----------- -----------
Realized gains (losses), net (298) (130,973) (103,306) (159,981)
----------- ----------- ----------- -----------
Unrealized appreciation
of investments 2,178 407,554 33,162 926,504
----------- ----------- ----------- -----------
Contributions:
Employees 7,586 177,751 - 881,188
Employer 1,746 411,539 - 483,582
----------- ----------- ----------- -----------
Total contributions 9,332 589,290 - 1,364,770
Transfers, net (21,655) 668,319 (1,348,357) (26,107)
Other, net - 38,771 28,830 67,601
----------- ----------- ----------- -----------
Total additions/(deductions) (6,678) 1,866,320 (1,205,158) 3,537,061
Deductions from net assets
attributed to:
Benefits paid to participants (88) (234,670) (178,660) (868,731)
----------- ----------- ----------- -----------
Net increase (decrease) (6,766) 1,631,650 (1,383,818) 2,668,330
Net Assets Available
for Benefits:
Beginning of year 62,964 4,899,816 3,864,762 15,131,976
----------- ----------- ----------- -----------
End of year $56,198 $6,531,466 $2,480,944 $17,800,306
=========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of this financial statement.
<TABLE>
<CAPTION>
-10-
CONNECTICUT NATURAL GAS CORPORATION
UNION EMPLOYEE SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1996
Participant Directed
-------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
The Putnam Putnam
Putnam The George Fund for Putnam International
Stable Putnam Fund Growth Vista Growth
Value Fund of Boston and Income Fund Fund
------------- -------------- ------------- ----------- ------------
Additions to net assets
attributed to:
Dividends and interest income $29,716 $126,396 $261,597 $73,049 $1,533
----------- ----------- ----------- ----------- -----------
Realized gains (losses), net - 10,593 15,932 18,393 38
----------- ----------- ----------- ----------- -----------
Unrealized appreciation
(depreciation) of investments - 64,242 266,834 73,191 10,680
----------- ----------- ----------- ----------- -----------
Contributions:
Employees 39,687 141,929 318,816 131,575 13,495
Employer 1,017 5,058 14,181 10,363 1,309
----------- ----------- ----------- ----------- -----------
Total contributions 40,704 146,987 332,997 141,938 14,804
Transfers, net (18,573) (23,751) (102,230) 417,255 23,480
Other, net - - - - -
----------- ----------- ----------- ----------- -----------
Total additions/(deductions) 51,847 324,467 775,130 723,826 50,535
Deductions from net assets
attributed to:
Benefits paid to participants (125,937) (175,636) (182,900) (8,014) (372)
----------- ----------- ----------- ----------- -----------
Net increase (decrease) (74,090) 148,831 592,230 715,812 50,163
Net Assets Available
for Benefits:
Beginning of year 551,515 1,251,338 2,579,637 425,377 63,621
----------- ----------- ----------- ----------- -----------
End of year $477,425 $1,400,169 $3,171,867 $1,141,189 $113,784
=========== =========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of this financial statement.
<TABLE>
<CAPTION>
-11-
CONNECTICUT NATURAL GAS CORPORATION
UNION EMPLOYEE SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1996
Non-
Participant
Participant Directed Directed
----------------------- ----------
<S> <C> <C> <C> <C>
Putnam Common Common
Income Stock Stock
Fund Fund Fund Total
----------- ----------- ----------- -----------
Additions to net assets
attributed to:
Dividends and interest income $3,320 $223,414 $279,804 $998,829
-------- ----------- ----------- -----------
Realized gains (losses), net (479) (9,904) (20,127) 14,446
-------- ----------- ----------- -----------
Unrealized appreciation
(depreciation) of investments (540) 372,926 368,477 1,155,810
-------- ----------- ----------- -----------
Contributions:
Employees 5,724 217,894 - 869,120
Employer 194 364,046 85,391 481,559
-------- ----------- ----------- -----------
Total contributions 5,918 581,940 85,391 1,350,679
Transfers, net 17,506 1,378,873 (1,701,888) (9,328)
Other, net - (13,783) (28,024) (41,807)
-------- ----------- ----------- -----------
Total additions/(deductions) 25,725 2,533,466 (1,016,367) 3,468,629
Deductions from net assets
attributed to:
Benefits paid to participants (133) (153,473) (239,898) (886,363)
-------- ----------- ----------- -----------
Net increase (decrease) 25,592 2,379,993 (1,256,265) 2,582,266
Net Assets Available
for Benefits:
Beginning of year 37,372 2,519,823 5,121,027 12,549,710
-------- ----------- ----------- -----------
End of year $62,964 $4,899,816 $3,864,762 15,131,976
========= =========== =========== ============
</TABLE>
The accompanying notes are an integral part of this financial statement.
-12-
CONNECTICUT NATURAL GAS CORPORATION
-----------------------------------
UNION EMPLOYEE SAVINGS PLAN
---------------------------
NOTES TO FINANCIAL STATEMENTS AND SCHEDULES
-------------------------------------------
AS OF DECEMBER 31, 1998 AND 1997
--------------------------------
1. Description of the Plan:
------------------------
The following description of the Connecticut Natural Gas Corporation
Union Employee Savings Plan (the Plan) is provided for general
information purposes only. More complete information regarding the
Plan's provisions may be found in the Plan document.
a. General -
-------
The Plan is a defined contribution thrift plan open to union
employees of CTG Resources, Inc. (the "Company") and its
subsidiaries and affiliates. Effective as of the close of business
on March 31, 1997, the Company became the holding company and parent
of Connecticut Natural Gas Corporation ("CNG").
The Plan was established by the Company under the provisions of
Section 401(a) of the Internal Revenue Code (IRC), and it includes a
qualified cash or deferred arrangement as described in Section
401(k) of the IRC for the benefit of eligible employees of the
Company. The Plan is subject to the provisions of the Employee
Retirement Income Security Act of 1974 (ERISA). The Plan
Administrator is the Company. The Compensation Committee of the
Company's Board of Directors appointed an Administrative Committee
to serve as manager of the Plan. Putnam Fiduciary Trust Company,
trustee of the Plan, holds the Plan's investments and executes
transactions therein.
b. Eligibility -
-----------
Employees are eligible to participate when the following criteria
are met:
(1) Are at least age 21.
(2) Are employed by the Company for one year or more.
(3) Have completed 1,000 hours or more of service in a 12-month
period beginning with date of hire.
(4) Are normally employed for 20 or more hours per week and are
covered by a collective bargaining agreement between the Company
and any union which provides for participation under the Plan.
The number of employees participating in the Plan as of December 31,
1998 and 1997 was 314 and 323, respectively.
c. Contributions -
-------------
Eligible employees may elect to participate in the Plan and
authorize payroll deductions of not less than 1% and not greater
than 26% of basic earnings as savings contributions to their
accounts during each year, subject to the limits under Section 415
of the IRC.
The Company will match a percentage of an employee's compensation
depending on age or years of continuous service. The amount of the
Company contribution will be determined according to the schedule
below. However, if an employee's elected savings allotment is less
than the percentage contained in the schedule, the Company will
-13-
match no more than the percentage contributed by the employee.
As of December 31, 1998, if an employee's:
Years of Continuous
Service are Or Age is The Company Will Contribute
-------------------- -- ------ ---------------------------
20 45 4-1/2% of compensation
10 35 3% of compensation
Less than l0 Under 35 2% of compensation
An exception to the above schedule exists for those Plan
participants subject to the collective bargaining agreement between
the Company and the employees in its Greenwich division. Each such
participant who, as of April 1, 1998, had either (1) attained age 50
or (2) completed 30 years of continuous service is grandfathered
with respect to a previous Plan provision entitling such individual
to a matching contribution of up to 6% of compensation or the amount
of the participant's contribution, if less.
d. Investment Options -
------------------
Plan participants direct their contributions among various
investment options in 5% increments, and they may elect to change
their investment options at any time. A description of each
investment option is provided below:
(1) PUTNAM STABLE VALUE FUND - This fund seeks to provide interest
income while preserving principal and maintaining liquidity.
The fund invests in pools of guaranteed investment contracts,
security-backed investment contracts, and money market
instruments issued by insurance companies and banks. The
average yield for this fund was 6.06%, 6.48%, 5.74% for the
years ended December 31, 1998, 1997 and 1996, respectively.
(2) THE GEORGE PUTNAM FUND OF BOSTON - This fund primarily seeks
current income and capital growth through investment in common
and preferred stocks, debt securities, and cash equivalents.
(3) THE PUTNAM FUND FOR GROWTH AND INCOME - This fund seeks long-
term capital growth and current income through a portfolio of
income-producing common stocks.
(4) PUTNAM VISTA FUND - This fund seeks to provide capital
appreciation by investing primarily in stocks of small to
midsize companies believed to have above-average growth
potential.
(5) PUTNAM INTERNATIONAL GROWTH FUND - This fund seeks to provide
capital appreciation by investing in a diversified portfolio of
equity securities in companies located outside the United
States.
(6) PUTNAM INCOME FUND - This fund seeks to provide as high a level
of income as possible given a prudent level of risk by investing
in high yield and investment grade corporate bonds, mortgage and
asset-backed securities, U.S. Treasury securites, and foreign
bonds.
(7) COMMON STOCK FUND - This fund seeks to provide capital
appreciation and current income through investment in the common
stock of the Company, purchased at not more than fair market
value.
Pursuant to the change in corporate organization discussed in Note
1.a. above and an Agreement and Plan of Exchange, dated as of
December 20, 1996, by and between the Company and CNG, all
outstanding shares of common stock of CNG, including those shares
held by the Plan, were exchanged for shares of common stock of the
Company.
-14-
All Company matching contributions are invested in the Common Stock
Fund. Beginning on March 1, 1996 and continuing on a quarterly
basis through October 1, 1999, the Plan Administrator has directed
that portions of the non-participant directed Common Stock Fund be
transferred to the participant directed Common Stock Fund based upon
a predetermined schedule. These transfers are scheduled to take
place on January 1, April 1, July 1, and October 1 of each year,
with the exception of 1996 for which the March 1 transfer was in
lieu of the April 1 transfer. Following the transfers, Plan
participants will have the discretion of investing the transferred
shares of common stock in the same manner as the other amounts under
their direction in the various participant directed funds. Also,
effective March 1, 1996, all Company matching contributions are
being invested in the participant directed Common Stock Fund.
In addition to transfers between the various funds noted above as a
result of investment elections made by Plan participants, transfers
are also made to or from the Employee Savings Plan for those
employees who transfer to (from) the Company's non-union payroll.
e. Vesting -
-------
Participants are fully vested in their contributions and the
earnings thereon. Participants are vested in the Company matching
contributions and the earnings thereon as follows:
Years of Continuous Service are Percentage Vested
------------------------------- -----------------
Less than 1 0%
1 but less than 2 20
2 but less than 3 40
3 but less than 4 60
4 but less than 5 80
5 or more 100
Participants also become fully vested in their Company matching
contribution account if any one of the following occurs:
(1) Death
(2) Disability
(3) Attainment of age 65 (normal retirement date)
(4) Total or partial termination of the Plan
(5) Discontinuance of Company contributions to the Plan
Upon termination of employment before full vesting, the non-vested
Company match portion of a participant's common stock account shall
be forfeited after five years if the participant is not rehired and
applied as a credit against the employer's future contributions.
f. Benefits -
--------
Upon termination of employment due to retirement, disability, or
death, a participant (or his/her beneficiary) may elect to receive a
lump-sum distribution equal to the value of the participant's vested
interest in his/her account as soon as practicable following the
termination date or defer the distribution to some future date.
Participants may request the withdrawal of certain account balances
prior to termination of employment. Application for withdrawal of
after-tax contributions and employee IRA contributions may be made
once a year. There are no Plan penalties for such withdrawals.
-15-
g. Participant Notes Receivable -
----------------------------
Effective May 1, 1998 (July 1, 1998 for those Plan participants
covered by the collective bargaining agreement between the Company
and its Greenwich division employees), the Board of Directors
adopted an amendment to the Plan which established a participant
loan provision. Under this provision, a Plan participant is allowed
to borrow a minimum of $1,000 up to a maximum of one-half of the
participant's vested account balance or $50,000, whichever is less.
Each loan carries an interest rate of prime plus 1%, established on
the first day of the calendar quarter in which the loan is made.
Security for each loan is provided by one-half of the Plan
participant's vested account balance. Two types of loans are
available to Plan participants--"general purpose" and "principal
residence" loans. Full repayment of each of these types of loans is
required within five and fifteen years following loan origination,
respectively, and loan refinancings are not permitted. All loans
require level amortization with principal and interest payments made
at least quarterly, and for those Plan participants who are active
employees, payments are made ratably through payroll deductions. No
Plan partcipant may have more than one "general purpose" loan and
one "principal residence" loan outstanding at any time.
h. Participant Accounts -
--------------------
Individual accounts are maintained for each of the Plan's
participants to reflect the participant's share of the Plan's
income, the participant's and the Company's contributions, and the
participant's loan(s) (if applicable). Allocations of Plan income
are based on the share balances in the participants' accounts.
2. Summary of Significant Accounting Policies:
------------------------------------------
a. Basis of Accounting -
-------------------
The accompanying financial statements have been prepared on the
accrual basis of accounting.
b. Income Recognition -
------------------
Dividend income is recorded on the ex-dividend date. Interest
income is recorded as earned.
c. Investment Valuation -
--------------------
The Plan's investments are reflected at current value. The shares
of the Common Stock Fund and the Putnam mutual funds owned by the
Plan, with the exception of the Putnam Stable Value Fund, are valued
at market as determined by the quoted market price as of the last
business day of the year. The latter fund is valued at contract
value (cost plus accumulated earnings) which approximates current
value. Purchases and sales of securities are reflected on a trade
date basis. Realized and unrealized appreciation (depreciation)
presented in the statements of changes in net assets available for
benefits with fund information are computed based on the change in
the current value of the Plan assets from year to year.
d. Administrative Expenses -
-----------------------
Administrative expenses of the Plan may be paid by either the
Company or the Plan. During 1998, 1997 and 1996, the Company paid
all administrative expenses relating to the Plan.
-16-
e. Use of Estimates in the Preparation of Financial Statements -
-----------------------------------------------------------
The preparation of financial statements in conformity with generally
accepted accounting principles and the Department of Labor Rules and
Regulations for Reporting and Disclosure under ERISA requires
management to make estimates and assumptions that affect the
reported amounts of assets and liabilities at the date of the
fianancial statements and the reported amounts of income and expense
during the reporting period. Actual results could differ from those
estimates.
3. Federal Income Tax Status:
-------------------------
In 1994 the Plan was amended and restated to meet the requirements of
the Tax Reform Act of 1986, and the Plan received a favorable
determination letter from the Internal Revenue Service dated October 24,
1994. The Plan has been amended since receiving the determination
letter. However, the Plan Administrator and management believe that the
Plan is designed and is currently being operated in compliance with the
applicable requirements of the IRC. Therefore, they believe that the
Plan was qualified and the related trust was tax-exempt through the year
ended December 31, 1998.
4. Investments:
-----------
The fair market values of individual assets that represent 5% or more of
the Plan's net assets as of December 31, 1998 and 1997 are as follows:
1998:
CTG Resources, Inc. common stock $8,410,550
The Putnam Fund for Growth and Income 5,197,979
The George Putnam Fund of Boston 1,908,329
Putnam Vista Fund 2,685,586
1997:
CTG Resources, Inc. common stock $8,941,135
The Putnam Fund for Growth and Income 4,378,627
The George Putnam Fund of Boston 1,752,110
Putnam Vista Fund 1,759,969
5. Concentration of Credit Risk:
----------------------------
The Plan's assets are invested in mutual funds managed by Putnam
Investments, Inc., as described in Note 1, and the common stock of CTG.
In the event of any uncertainties in the financial marketplace, the Plan
may be exposed to financial risks.
6. Reconciliation to Form 5500:
---------------------------
As of December 31, 1996, the Plan had $1,324 of excess contributions
from participants. In 1997, these excess contributions were returned to
the participants. This amount was reflected as a reduction in benefits
paid to participants in the Plan's Form 5500 for 1997; however, in
accordance with generally accepted accounting principles, benefits paid
to participants is not reduced by this amount in the accompanying
statement of changes in net assets available for benefits for the year
ended December 31, 1997.
The table on the following page reconciles benefits paid to participants
per the financial statements to the Form 5500 as filed by the Company
for the year ended December 31, 1997.
-17-
Benefits
Paid to
Participants
------------
Per financial statements $868,731
Excess contributions
returned to participants (1,324)
--------
Per Form 5500 $867,407
========
<TABLE>
<CAPTION>
-18-
Schedule I
EIN 06-0383860
Plan No. 006
CONNECTICUT NATURAL GAS CORPORATION
UNION EMPLOYEE SAVINGS PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1998
<C> <S> <C> <C> <C>
(c)Description of Investment
Including Maturity Date, Rate
(b)Identity of Issue, Borrower, of Interest, Collateral, Par (e)Current
(a) Lessor, or Similar Party or Maturity Value (d)Cost Value
--- ------------------------------------------------------------------------------- ----------- ---------
* Putnam Stable Value Fund Fund comprised of
investment contracts $ 599,871 $ 599,871
----------- -----------
* The George Putnam Fund of Boston Mutual fund comprised of
common stocks and bonds 1,668,223 1,908,329
----------- -----------
* The Putnam Fund for Growth and Income Mutual fund comprised of
common stocks 4,336,603 5,197,979
----------- -----------
* Putnam Vista Fund Mutual fund comprised of
common stocks 2,280,827 2,685,586
----------- -----------
* Putnam International Growth Fund Mutual fund comprised of
common stocks 374,329 428,138
----------- -----------
* Putnam Income Fund Mutual fund comprised of bonds
and U.S. Treasury securities 215,843 213,795
----------- -----------
Participant directed -
* CTG Resources, Inc. Common stock 7,360,205 8,398,549
* Boston Safe Company Daily Liquidity Fund (3,857) (3,857)
----------- -----------
7,356,348 8,394,692
----------- -----------
Non-participant directed -
* CTG Resources, Inc. Common stock 10,517 12,001
* Boston Safe Company Daily Liquidity Fund 4,769 4,769
----------- -----------
15,286 16,770
----------- -----------
Total Common Stock Fund 7,371,634 8,411,462
----------- -----------
Total Investments $16,847,330 $19,445,160
=========== ===========
</TABLE>
*Represents a party-in-interest.
The accompanying notes are an integral part of this schedule.
<TABLE>
<CAPTION>
-19-
Schedule II
EIN 06-0383860
Plan No. 006
CONNECTICUT NATURAL GAS CORPORATION
UNION EMPLOYEE SAVINGS PLAN
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1998
<S> <C> <C> <C> <C> <C> <C> <C>
Current Value
Number of Asset on
Identity of Description of Purchase Selling Cost of Transaction Net Gain
Party Involved of Asset Transactions Price Price Asset Date or (Loss)
--------------- --------------- ---------- ---------- ---------- ---------- ------------ ----------
Putnam Vista Mutual fund 62 $1,116,813 $ - $1,116,813 $1,116,813 $ -
Fund comprised of 41 - 425,358 393,882 425,358 31,476
common stocks
The Putnam Mutual fund 57 1,268,349 - 1,268,349 1,268,349 -
Fund for comprised of 95 - 653,089 574,678 653,089 78,411
Growth and common stocks
Income
CTG Common stock 35 3,259,520 - 3,259,520 3,259,520 -
Resources, Inc. 119 - 3,878,476 3,486,856 3,878,476 391,620
</TABLE>
The accompanying notes are an integral part of this schedule.
