<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act
of 1934
(Amendment No. )
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of
[x] Definitive Proxy Statement the Commission Only as
[ ] Definitive Additional Materials permitted by
[ ] Soliciting Material Pursuant to Rule 14a-6(e)(2))
Section 240.14a-11(c)
or Section 240.14a-12
Cascade Natural Gas Corporation
- ---------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- ---------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2),
or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
1) Title of each class of securities to which transaction applies:
____________________________________________________________________________
2) Aggregate number of securities to which transaction applies:
____________________________________________________________________________
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing
fee is calculated and state how it was determined):
_____________________________________________________________________________
4) Proposed maximum aggregate value of transaction:
_____________________________________________________________________________
5) Total fee paid:
_____________________________________________________________________________
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
<PAGE>
1) Amount Previously Paid:
_____________________________________________________________________________
2) Form, Schedule or Registration Statement No.:
_____________________________________________________________________________
3) Filing Party:
_____________________________________________________________________________
4) Date Filed:
_____________________________________________________________________________
<PAGE>
CASCADE NATURAL GAS CORPORATION
NOTICE OF
ANNUAL MEETING OF
SHAREHOLDERS
to be held April 26, 1995
TO THE HOLDERS OF COMMON STOCK OF
CASCADE NATURAL GAS CORPORATION:
NOTICE IS HEREBY GIVEN that the Annual Meeting of the Shareholders of
Cascade Natural Gas Corporation will be held at offices of the Corporation
located at 230 Fairview Avenue North, Seattle, Washington 98109, on
Wednesday, April 26, 1995, at 1:30 in the afternoon for the following
purposes:
1. To elect directors to hold office until the next Annual Meeting and
until their successors are elected and qualified; and
2. Transaction of such other business as may properly come before the
meeting or any adjournments thereof.
The close of business on February 28, 1995 has been fixed as the record
date for the determination of Shareholders entitled to notice of and to vote
at said Annual Meeting or any adjournments thereof.
Holders of the Common Stock of the Corporation are entitled to vote upon
all the matters set forth in this notice.
By Order of the Board of Directors
Seattle, Washington DONALD E. BENNETT
March 8, 1995 Executive Vice President,
Chief Financial Officer
and Secretary
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IMPORTANT
To assure a proper representation at the meeting, each shareholder is urged
to complete, sign and return the enclosed proxy promptly, using the
accompanying postage prepaid and addressed envelope.
<PAGE>
CASCADE NATURAL GAS CORPORATION
222 FAIRVIEW AVENUE NORTH, SEATTLE, WA 98109
PROXY STATEMENT
TO THE SHAREHOLDERS OF CASCADE NATURAL GAS CORPORATION
This proxy statement is furnished in connection with the solicitation by
the Board of Directors of the Corporation of proxies to be voted at the
Annual Meeting of the Shareholders ("Annual Meeting") to be held on
Wednesday, April 26, 1995, for the purposes set forth in the accompanying
Notice of Annual Meeting, and will be mailed on or about March 8, 1995.
A form of proxy is enclosed for use at the meeting. A Shareholder giving
a proxy has the power to revoke it at any time before it is exercised. A
proxy may be revoked by delivering written notice of revocation to Donald E.
Bennett, Secretary, Cascade Natural Gas Corporation, 222 Fairview Avenue
North, Seattle, Washington 98109, or by filing a duly executed proxy card
bearing a later date. The powers of the proxy holders will be suspended if
the person executing the proxy is present at the meeting and elects to vote
in person.
The persons named in the accompanying proxy card will vote as directed
by the proxy or, in the absence of such direction, as set forth below with
respect to the election of directors and in their discretion as to other
items of business which may come before the meeting.
On February 28, l995, the Corporation had outstanding 8,954,389 shares
of $1 par value Common Stock ("Common Stock"). Each holder of record of
Common Stock ("Shareholder") at the close of business on February 28, 1995,
is entitled to one vote for each share then held and to cumulate votes in the
election of directors. A majority of the shares entitled to vote, represented
in person or by proxy, will constitute a quorum at the meeting. If a quorum
is present, shares represented at the meeting but not voted on a matter (such
as shares held by a broker or other nominee who does not have authority to
vote on the matter) and shares voted as abstaining will not affect the
outcome of the matter.
ELECTION OF DIRECTORS
Nine directors will be elected at the Annual Meeting, each to hold
office until the next Annual Meeting or until his or her successor is elected
and qualified. The nominees elected will be those receiving the largest
number of votes cast by all shares entitled to vote in the election, up to
the number of directors to be elected. All of the nominees listed below
presently are serving as directors and were elected at the l994 Annual
Meeting by over 87% of the shares present and voting at the meeting. In the
event any of the nominees should be unavailable or unable to serve, the proxy
holders may vote for substitute nominees in their discretion. No
circumstances are presently known which would render any nominee named herein
unavailable.
The right to cumulate votes in an election of directors entitles a
Shareholder to as many votes as he or she has shares, multiplied by the
number of directors to be elected (in this case, 9), which votes may then be
allocated among the nominees in such proportion as the Shareholder decides,
including casting all the votes for one nominee. If a Shareholder wishes to
cumulate his or her votes, the proxy card should be marked in any way that
the Shareholder desires in order to (i) indicate clearly that the Shareholder
is exercising the right to cumulate votes and (ii) specify how the votes are
to be allocated among the nominees for director. For example, a Shareholder
may write next to the name of each nominee for whom the Shareholder desires
to cast votes, the number of votes to be cast for such nominee. There are no
conditions precedent to the exercise of cumulative voting rights.
Unless contrary directions are set forth on the proxy card, proxies will
be voted in such a manner as to elect all or as many of the nominees listed
as possible. If either of the "For All Nominees Listed Above" or "Exception"
boxes is marked or no instructions are given, the named proxies will have
discretionary authority to cumulate votes if they so choose and to allocate
votes among the nominees as they deem appropriate (except for any nominee
specifically excepted by the Shareholder), including not casting any votes
for one or more nominees.
Brief statements appear on the following pages setting forth the age,
principal occupation, business experience and other information furnished by
each nominee and the year in which he or she first became a director.
DONALD E. BENNETT Director since 1988
Executive Vice President,
Chief Financial Officer and Secretary
Cascade Natural Gas Corporation
Mr. Bennett, 62, has been Executive Vice President, Chief Financial
Officer and Secretary since December 1988. Previously, he was Vice
President-Finance and Assistant Secretary since December 1981 with principal
responsibilities for the Corporation's financial and accounting matters since
1978.
CARL BURNHAM, JR. Director since 1990
Attorney at Law
Yturri, Rose, Burnham, Bentz & Helfrich
Mr. Burnham, 55, is an attorney at law and, since 1967, has been a
partner of Yturri, Rose, Burnham, Bentz & Helfrich of Ontario, Oregon, the
Corporation's Oregon counsel.
MELVIN C. CLAPP Director since 1981
Retired
Mr. Clapp, 61, was Chairman and Chief Executive Officer of the
Corporation from December 1988 until he retired February 1, 1995. Prior to
that he was Executive Vice President since August 1981. Mr. Clapp joined the
Corporation in 1956 and held positions in district management until moving to
the general office in 1969, when he assumed responsibility for the
Corporation's personnel, safety and training.
<PAGE>
DAVID A. EDERER Director since 1991
Partner
Ederer Investment Company
Mr. Ederer, 52, has been a partner in Ederer Investment Company, which
invests in privately owned West Coast companies. Since 1978 he has been the
owner or part owner and officer of several privately owned manufacturing,
property management and retail companies.
HOWARD L. HUBBARD Director since 1981
Retired
Mr. Hubbard, 63, was President and a director of Washington Federal
Savings Bank in Hillsboro, Oregon from April 1982 until he retired in
December 1991. Prior to that, Mr. Hubbard was President and a director of
Equitable Savings & Loan Association, Portland, Oregon since 1975.
W. BRIAN MATSUYAMA Director since 1988
Chairman and Chief Executive Officer
Cascade Natural Gas Corporation
Mr. Matsuyama, 48, Chairman and Chief Executive Officer since February
1, 1995, was President since 1988. From 1987 to 1988, he was Vice President
and General Counsel of the Corporation. Prior to 1987, he was a member of the
law firm of Jones Grey & Bayley, P.S., Seattle, Washington, with his
principal client representation being on behalf of the Corporation.
BROOKS G. RAGEN Director since 1984
Chairman and Chief Executive Officer
Ragen MacKenzie Incorporated
Mr. Ragen, 61, has been Chairman and Chief Executive Officer of Ragen
MacKenzie Incorporated, an investment banking firm headquartered in Seattle,
Washington , since November 1988. Prior to that, he was President of Cable,
Howse & Ragen, the predecessor to Ragen MacKenzie Incorporated, since July
1987 and was Managing Partner of Cable, Howse & Ragen from July 1982.
ANDREW V. SMITH Director since 1982
Retired
Mr. Smith, 70, was President of Pacific Northwest Bell, a diversified
telecommunications company now known as US WEST Communications, Inc., from
1978 to 1988. From January to July, 1989, when he retired, he was Executive
Vice President of US WEST, Inc. Mr. Smith also serves as a director of the
following publicly held corporations: Airborne Freight Corporation, U.S.
Bancorp, Univar Corporation, and PrimeSource Corporation.
MARY A. WILLIAMS Director since 1983
Consultant
Mrs. Williams, 60, has been a consultant since 1983. Prior to that she
was a Vice President of Seattle Trust & Savings Bank from 1977 to 1983.
<PAGE>
BOARD AND COMMITTEE MEETINGS
The Board of Directors and the Executive Committee of the Board each met
four times in 1994. No director attended less than 75% of the meetings of the
Board and committees on which he or she served.
The Board has established an Executive Committee, an Audit Committee, a
Nominating and Compensation Committee and a Pension Committee, whose members
are as follows:
Executive: W. Brian Matsuyama, Ch.
M. C. Clapp
Brooks G. Ragen
Andrew V. Smith
Mary A. Williams
Audit: Mary A. Williams, Ch.
Brooks G. Ragen
Andrew V. Smith
Nominating and
Compensation: Brooks G. Ragen, Ch.
Carl Burnham, Jr.
David E. Ederer
Mary A. Williams
Pension: Donald E. Bennett, Ch.
David A. Ederer
Howard L. Hubbard
The Audit Committee, which met four times in 1994, recommends the
engagement of the Corporation's independent accountants, reviews with the
independent accountants the plan for and results of the auditing engagement,
reviews the scope and results of the Corporation's procedures for internal
auditing, and reviews the adequacy of the Corporation's system of internal
accounting controls.
The Nominating and Compensation Committee, which held four meetings in
1994, is responsible for recommending candidates for seats on the Board of
Directors, as well as recommending compensation for officers and directors.
The Committee will consider nominees for director recommended by Shareholders
for the 1996 Annual Meeting if the nominations are received at the
Corporation's executive offices by November 9, 1995; provided that such
nominations are accompanied by a description of the nominee's qualifications,
relevant biographical information and the nominee's consent to be nominated
and to serve if elected.
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the
beneficial ownership, as of February 9, 1995, of the Corporation's Common
Stock by (a) each director, the Chief Executive Officer and the other four
most highly paid executive officers of the Corporation and (b) all directors
and executive officers as a group. None of such persons owned any of the
Corporation's outstanding preferred shares at that date. The Corporation is
not aware of any beneficial owner of 5% or more of the Common Stock. The
Corporation believes the beneficial owners of the shares listed below have
sole investment and voting power with respect to the shares.
Directors and Shares Beneficially Percentage of
Executive Officers Owned Common Stock
Donald E. Bennett 4,478 (1) *
Ralph E. Boyd 5,842 (1) *
Carl Burnham, Jr. 4,450 *
Melvin C. Clapp 12,497 (1) (2) *
David A. Ederer 17,637 (3) (4) *
Howard L. Hubbard 15,000 *
W. Brian Matsuyama 5,934 (1) *
Brooks G. Ragen 2,046 (3) *
Andrew V. Smith 3,118 (3) *
Jon T. Stoltz 2,425 (1) *
Mary A. Williams 3,950 *
All executive officers
and directors as a
group (17 persons) 91,939 (1) *
* Less than one percent.
- ----------------
(1) Includes shares held in the Corporation's Employee Retirement Savings
Plan and Trust (the "401(k) Plan") as follows:
D. E. Bennett 2,322
R. E. Boyd 2,079
M. C. Clapp 4,383
W. B. Matsuyama 1,650
J. T. Stoltz 2,053
All executive officers as a group 19,908
(2) Does not include 607 shares owned by the spouse of Mr. Clapp.
(3) Includes shares awarded under the 1991 Director Stock Award Plan to
Messrs. Ederer, Ragen and Smith of 987, 696 and 1,353 shares,
respectively, including reinvested dividends, as to which receipt has
been deferred until they are no longer directors.
(4) Does not include 4,000 shares held in trust for benefit of family
members as to which Mr. Ederer acts as Trustee.
<PAGE>
REPORT OF THE NOMINATING AND COMPENSATION COMMITTEE
TO THE SHAREHOLDERS
The Nominating and Compensation Committee of the Board of Directors is
responsible for reviewing the compensation levels for all officers of the
Corporation and making recommendations to the Board concerning officer salary
levels. The Committee is composed of four independent non-employee directors.
The Committee's review includes an assessment of the overall stewardship
of the Corporation and the officers' ability to achieve a reasonable net
income under a variety of conditions. In arriving at its recommendations
regarding officer salary levels, the Committee applied policies and
principles which are essentially subjective in nature, rather than embodying
specific criteria. Such policies and principles may be summarized as follows:
Officer compensation should be reasonably comparable with compensation paid
to officers of like companies, and particularly those with whom the
Corporation must compete in attracting and retaining skilled and competent
individuals. Officers should also be fairly compensated for their
contributions to the performance of the Corporation. In evaluating
performance, the Committee considers net income and those factors impacting
net income. In a regulated energy business, factors such as weather, interest
rates and regulatory requirements significantly impact net income but are
generally outside the control of management. Due to the Corporation's
compensation structure, the Committee has not deemed it necessary to adopt a
policy regarding recent changes in the federal tax laws relating to
deductibility of certain executive compensation.
In arriving at its most recent salary recommendations, the Committee
considered the compensation paid by other energy utility companies in the
Northwest to their officers. The Committee took into account the relatively
larger size of the other Northwest utility companies in its peer group, the
greater number of officers involved in the various management functions of
those companies and the responsibilities of those officers. In addition, the
Committee reviewed the impact of the various forms of incentive compensation,
such as bonuses and stock options, utilized by other utility companies in
addition to base salaries. The Corporation does not have bonus, stock option
or other incentive compensation plans for its officers. While the Committee
acknowledges that the Corporation's executive compensation levels continue to
be below the median of its peers in the Northwest, it believes the levels are
appropriate given the relative size of the Corporation.
Salary adjustments are ordinarily made annually. In determining the
salary adjustment for Melvin C. Clapp, Chairman and Chief Executive Officer
of the Corporation, which was effective April 1, 1994, the Committee
considered his contribution to the performance of the Corporation and his
overall effectiveness in areas critical to the Corporation's success such as
dealing with the challenges of rapid growth, resolving regulatory issues and
enhancing shareholder values, as well as the factors affecting net income
outside the control of management as discussed above.
<PAGE>
All other named executives also received salary adjustments as of
April 1, 1994, based on the same considerations.
Brooks G. Ragen, Chairman
Carl Burnham, Jr.
David A. Ederer
Mary A. Williams
<PAGE>
STOCK PERFORMANCE GRAPH
The following graph compares the total cumulative returns to investors
in the Corporation's Common Stock, the Standard & Poors 500 Stock Index, the
Standard & Poors Utility Index and the Edward D. Jones & Co. Natural Gas
Distribution Index for the period from January 1, 1990 through December 31,
1994. The graph assumes that $100 was invested December 31, 1989, in the
Common Stock and in each of the above-mentioned indices and that all
dividends were reinvested. The total returns for the 30 companies (of which
the Corporation is one) included in the Edward D. Jones & Co. Natural Gas
Distribution Index have been weighted by their respective market
capitalizations.
<PAGE>
<TABLE>
<CAPTION>
CUMULATIVE RETURN TO INVESTORS
Cascade Natural Gas Corporation, S&P 500 Index, S&P Utility Index, and
Edward D. Jones & Co. Natural Gas Distribution Index
(Dividends Reinvested)
12/89 12/90 12/91 12/92 12/93 12/94
------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Cascade Natural Gas Corporation $100.00 $105.27 $145.13 $155.84 $185.19 $164.97
Edward D. Jones & Co. Natural
Gas Distribution Index $100.00 $101.16 $121.46 $145.49 $169.36 $152.39
S & P 500 Index $100.00 $ 96.89 $126.29 $135.90 $149.53 $151.56
S & P Utility Index $100.00 $ 97.40 $111.55 $120.55 $137.85 $127.00
</TABLE>
<PAGE>
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE. The following table sets forth the compensation
paid to the Chief Executive Officer and each of the other four most highly
compensated executive officers of the Corporation. The Corporation does not
provide compensation in the form of bonuses or long term compensation. The
amounts shown under All Other Compensation represent the Corporation's
matching contribution to the 401(k) Plan.
<TABLE>
<CAPTION>
Name and All
Principal Years Other
Position of Service Year Salary Compensation
--------- ---------- ---- ------ ------------
<S> <C> <C> <C> <C>
Melvin C. Clapp 38 1994 $206,771 $4,500
Chairman and 1993 196,947 3,787
Chief Executive Officer 1992 187,422 2,182
(Retired February 1, 1995)
W. Brian Matsuyama 7 1994 165,539 4,500
Chairman and 1993 158,236 3,754
Chief Executive Officer 1992 149,478 2,182
(As of February 1, 1995)
Donald E. Bennett 17 1994 148,109 4,321
Executive Vice President, 1993 135,479 3,215
Chief Financial Officer 1992 125,887 1,837
and Secretary
Jon T. Stoltz 20 1994 113,209 0
Senior Vice President 1993 107,436 0
1992 101,977 730
Ralph E. Boyd 29 1994 110,591 3,222
President and 1993 105,429 2,576
Chief Operating Officer 1992 101,223 1,463
(As of February 1, 1995)
</TABLE>
RETIREMENT PLAN. Effective January 1, 1962, the Corporation adopted a
noncontributory retirement plan for its employees. To be eligible for
participation in the plan, an employee must have one year of service and be
21 years of age. Each participant's benefits are fully vested after 5 years
of employment. The level of benefits is determined by a formula, described
below, related to average monthly earnings over certain time periods and to
years of service. Covered earnings are straight salary or hourly
compensation, plus 75% of commissions. With respect to the executive officers
named in the summary compensation table above, covered compensation levels
are slightly less than, but at least 90% of, the amounts shown under "Salary"
in such table. Benefits are not subject to reduction for social security or
any other benefits. Accruals for contribution to the plan are computed on an
actuarial basis and aggregated $1,399,000 for all participants for 1994.
The amount of the monthly past service benefit under the plan is equal
to 1.5% of the participant's average monthly earnings for the five-year
period ended December 31, 1994, multiplied by the participant's years of
service before 1995. The plan was amended in 1993 to increase the benefit for
each year of future service after 1994 to 2% of monthly compensation in lieu
of the previous 1.5%. The Corporation from time to time has updated the
average monthly earnings used to compute the benefit, and the plan may be
similarly amended in the future.
EXECUTIVE SUPPLEMENTAL RETIREMENT INCOME PLAN. Effective July 1, 1983,
the Board of Directors adopted a plan to provide executive officers,
including those listed in the foregoing summary compensation table, with
retirement, death and disability benefits supplementing the coverage payable
under the Corporation's retirement plan. This plan was established to enable
the Corporation to attract and retain highly competent persons in key
executive positions. The supplemental plan is designed so that each
participant will receive retirement plan payments, primary social security
benefits and supplemental plan payments each year equal, in the aggregate, to
70% of the participant's highest annual salary during any of the five years
preceding the participant's retirement. Benefits vest under the plan on the
first day of the year after the employee has reached age 55 and has completed
five years of participation under the plan. Accruals for the plan are
computed on an actuarial basis and totaled $307,000 for 1994.
The plan also contains provisions for early retirement and total and
permanent disability. The Board of Directors may approve early retirement
under the plan without the normally required reduction in the amount of the
supplemental benefit. Participants whose age and number of years of service,
when added together, equal at least 90 are automatically eligible for early
retirement benefits without reduction.
If a participant dies before receiving 120 monthly payments from the
plan, the participant's designated beneficiaries will receive the remaining
balance of the 120 payments. The monthly payment is the amount the
participant was receiving or was entitled to receive before death, or, if the
participant was employed by the Company at death and the result would be
larger, a monthly amount ranging from $4,167 to $6,667, depending on the
officer. This monthly death benefit is reduced by any monthly benefit payable
to the participant's surviving spouse. The surviving spouse is entitled to a
monthly benefit for life equal to one-half the benefit to which the
participant was entitled before death.
The following table illustrates the estimated combined annual benefits
that would be received under the Corporation's Retirement Plan and the
Executive Supplemental Retirement Income Plan for the executives named in the
Summary Compensation Table above assuming that annual salaries increase at
the annual rate of 5% until retirement and that they retire at age 65.
Amounts shown are reduced by the estimated amount of social security benefits
and are based on a straight-life annuity with no spousal benefit.
<PAGE>
Present Estimated Combined
Name Age Annual Benefit
---- ------- ------------------
Melvin C. Clapp 61 $153,000*
W. Brian Matsuyama 48 $221,000
Donald E. Bennett 62 $103,000
Jon T. Stoltz 48 $145,000
Ralph E. Boyd 58 $ 88,000
* The actual benefit payable to Mr. Clapp following his retirement
February 1, 1995, is lower than that shown due to early retirement and
election of a spousal benefit.
EMPLOYMENT AGREEMENTS. The Corporation has employment agreements with
seven of the Corporation's executive officers, including the persons named in
the summary compensation table above other than Messrs. Bennett, Boyd and
Clapp. The purpose of the agreements is to assure that key management
personnel will continue to function effectively and without distraction if
uncertainties regarding the future control of the Corporation should arise.
Upon a change in control of the Corporation or during the pendency of certain
offers for a change in control, as these terms are defined in the agreements,
each such officer is entitled to receive the severance benefits described
below if the Corporation terminates the officer's employment other than for
cause as defined in the agreements. In addition, for a period of three years
after a change in control of the Corporation, the officer shall be entitled
to receive severance benefits if the Corporation terminates the officer's
employment other than for cause or if the officer terminates his or her
employment with good reason. The payments on severance are equal to three
times the officer's base salary and incentive compensation at the time the
change in control occurs, but are reduced to the extent required to avoid
subjecting the payments to penalty taxes on parachute payments. In addition,
the employee is entitled to continue to participate in health, life, and
disability plans in which the officer could participate when employment
terminated. Each agreement terminates upon the vesting of the officer's
benefits under the Executive Supplemental Retirement Income Plan.
Each agreement is automatically extended one year on December 31 of each
year unless by 30 days notice prior to year end either party elects not to
extend the term. The term of the agreements is extended automatically for a
period of three years upon a change in control of the Corporation.
Notwithstanding the foregoing, each agreement terminates if the employment of
the officer who is a party is terminated before a change in control occurs
while there is no offer pending for a change in control.
SUPPLEMENTAL BENEFIT TRUST. Although not obligated to do so, the
Corporation established a trust to fund some of the benefits which may be
payable under the Executive Supplemental Retirement Income Plan. The trust
also funds severance benefits which may be payable under the above described
employment agreements with certain executives. The Corporation has
contributed to the trust life insurance policies on the lives of
participants. If the assumptions as to mortality experience, interest and
policy dividends are correct, the Corporation will recapture the premiums and
net cost of benefits paid under the supplemental plan through operation of
the insurance contracts.
The Corporation is obligated to pay any benefits not paid out of the
trust. In the event of certain circumstances, including a change in control,
as defined, the Corporation may be obligated to fund the trust with
additional amounts for some or all of the following purposes: to permit
payment of benefits from the supplemental plan and the employment contracts
due in the following 12 months, to fund separate subtrusts for legal expenses
(including certain legal expenses to require the Corporation to make required
contributions to the trust), and to permit payment of insurance premiums and
policy loan interest.
DIRECTOR COMPENSATION. In 1994, the Corporation paid each non-employee
director an annual stipend of $5,000 as well as a fee of $500 for each Board
or Committee meeting attended, except that the Committee fee was $250 if the
meeting was held on the same day as a Board meeting. Employee directors
receive no additional compensation for serving as directors. Each
non-employee director was also entitled to receive 300 shares of the
Corporation's common stock for service in 1994 pursuant to the 1991 Director
Stock Award Plan approved by Shareholders at the 1992 Annual Meeting.
Pursuant to the plan, each non-employee director may elect to defer receipt
of his or her shares until he or she is no longer a member of the Board of
Directors; Messrs. Ederer and Smith so elected for 1994. The non-employee
directors have adopted a policy that beginning in 1995 their annual stipends
will be used by each of them to purchase the Corporation's stock.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During 1994, Messrs. Burnham, Ederer and Ragen and Ms. Williams served
on the Nominating and Compensation Committee.
Carl Burnham, Jr., a director, is a partner in the law firm of Yturri,
Rose, Burnham, Bentz & Helfrich, the Corporation's Oregon counsel, which firm
received $ 29,124 in 1994 for legal services to the Corporation.
INDEPENDENT PUBLIC ACCOUNTANTS
The Corporation has selected the firm of Deloitte & Touche LLP as its
principal independent public accountant for the current year. Deloitte &
Touche LLP and its predecessor Touche Ross & Co. has served as the
Corporation's principal independent accountant since 1953. It is anticipated
that representatives of Deloitte & Touche LLP will be present at the Annual
Meeting. They will be afforded an opportunity to make a statement if they
desire to do so and will be available to respond to questions from the
Shareholders.
SOLICITATION OF PROXIES
The solicitation of proxies will be principally by use of the mails. In
following up the original mail solicitation, the Corporation will arrange
with banks, brokerage houses, and other custodians, nominees and fiduciaries,
to forward copies of the proxy, proxy statement and annual report to persons
for whom they hold stock of the Corporation and to request authority for the
execution of proxies. In such cases, the Corporation will reimburse such
banks, brokerage houses, custodians, nominees and fiduciaries for their
expenses incurred in connection therewith. The entire cost of soliciting
proxies will be borne by the Corporation. The Corporation may also use its
regular employees to solicit proxies from Shareholders either personally or
by telephone or letter without additional compensation.
ANNUAL REPORT
The Corporation's annual report for the 1994 calendar year containing
financial information for the years 1992, 1993 and 1994 will be forwarded to
you under separate cover.
SHAREHOLDER PROPOSALS
Proposals of Shareholders for presentation at the 1996 Annual Meeting of
Shareholders must be received by the Corporation by November 9, 1995, for
inclusion in the Corporation's proxy statement and form of proxy relating to
that meeting. Such proposals must also comply with the requirements of the
Securities and Exchange Commission relating to proposals of security holders.
OTHER MATTERS
The Corporation does not know of any matters to come before the meeting,
other than those set forth in the proxy statement. If any further business is
presented to the meeting, the holders of the proxies solicited hereby will
vote on behalf of the Shareholders they represent in their discretion.
By Order of the Board of Directors
Seattle, Washington DONALD E. BENNETT
March 8, 1995 Executive Vice President,
Chief Financial Officer
and Secretary
CASCADE NATURAL GAS CORPORATION
222 Fairview Avenue North
Seattle, Washington 98109
<PAGE>
W.B Matsuyama
Chairman & CEO
Cascade Natural Gas Corporation
Dear Shareholders:
It is my pleasure to invite you to the 1995 Annual Meeting of Shareholders of
Cascade Natural Gas Corporation. The meeting will be held at 1:30 p.m. on
Wednesday, April 26, 1995 at the offices of the Corporation, 230 Fairview
Avenue North, Seattle, Washington. Limited parking is available at our 222
Fairview Avenue North Building, next door to the meeting location.
A map is printed on the reverse side of this form to assist you in locating
our office and the available parking areas.
The Notice of the meeting and the Proxy Statement on the following pages
cover the formal business of the meeting, which includes election of
Directors, and any other business to properly come before the meeting.
It is important that your shares are represented at this meeting, whether or
not you attend the meeting in person, and regardless of the number of shares
you own. To be sure your shares are represented, we urge you to complete and
mail the attached proxy card as soon as possible.
Sincerely,
March 14, 1995
W. Brian Matsuyama
Please Detach Proxy Card Here
1. Election of Directors
Nominees: D.E. Bennett, C. Burnham, Jr., M.C. Clapp, D.A. Ederer, H.L.
Hubbard, W.B. Matsuyama, B.G. Ragen, A.V. Smith and M.A. Williams
WITHHOLD AUTHORITY
to vote for all
FOR ALL NOMINEES nominees listed
listed above above Exceptions*
2. Transaction of such other business as may properly come before the meeting
or any adjournments thereof.
Votes MUST be indicated (x) in Black or Blue ink. X
* Instruction: If you wish to withhold your vote for an individual nominee
mark the "Exceptions" box and strike a line through the nominee's name in
the list above. Your shares will be voted for all nominees not stricken.
Address Change and/or Comments Please Mark Here X
Please Read Other Side Before Signing.
Sign exactly as name appears hereon. Attorneys-in-fact, executors, trustees,
guardians, corporate officers, etc. should give full title. If shares are held
jointly, each holder should sign.
Dated , 1995
Signature
Signature
PLEASE MARK, DATE, SIGN AND RETURN THIS PROXY PROMPTLY
Here appears a map showing the location in Seattle, Washington,
of the 1995 annual meeting of shareholders of Cascade Natural
Gas Corporation, including surrounding streets, adjacent
buildings, available parking, and meeting entrance.
CASCADE NATURAL GAS CORPORATION
222 Fairview Avenue North, Seattle, Washington 98109
This Proxy is Solicitated on Behalf of the Board of Directors
The undersigned hereby appoints Donald E. Bennett, Ralph E. Boyd and W. Brian
Matsuyama, and each or any of them proxies for the undersigned, with power of
substitution, to vote with the same force and effect as the undersigned at the
Annual Meeting of the Common Shareholders of Cascade Natural Gas Corporation,
230 Fairview Avenue North, Seattle, Washington, on Wednesday, April 26, 1995,
and at any adjournments thereof, upon the matters more fully set forth in the
accompanying Notice of Annual Meeting.
THE SHARES REPRESENTED BY THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE
MANNER DIRECTED ON THE OTHER SIDE BY THE UNDERSIGNED SHAREHOLDER. IF NO
DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF DIRECTORS. If
any other business properly comes before the meeting, the proxies named above
will have discretionary authority to vote thereon in accordance with their best
judgment.
CASCADE NATURAL GAS CORPORATION
P. O. BOX 11097
New York, NY 10203-0297
(Continued and to MARKED, DATED AND SIGNED on the other side)
