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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 (FEE REQUIRED)
------------
For the fiscal year ended September 30, 1993
------------------
OR,
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
---------------
For the transition period from to
--------------- ------------------
Commission file number 1-7727
------
Connecticut Natural Gas Corporation
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(Exact name of registrant as specified in its charter)
Connecticut 06-0383860
--------------------------------------- ----------------------------
(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
--------------------------------------- ----------------------------
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (203) 727-3459
---------------
The purpose of this amendment is to file an amended Consolidated
Statements of Capitalization to correct a typographical error in the
Treasury Stock caption only (financial data has not changed) and to file as
exhibits to Form 10-K the information required by Form 11-K with respect to
the Connecticut Natural Gas Corporation Employee Savings Plan and Union
Employee Savings Plan for the fiscal year ending December 31, 1993.
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
CONNECTICUT NATURAL GAS CORPORATION
-----------------------------------
(Registrant)
Date June 27, 1994 S/ Andrew H. Johnson
---------------- ----------------------------------
Andrew H. Johnson
Treasurer and Chief Accounting
Officer
(On behalf of the registrant and as Chief
Accounting Officer)
<PAGE>
<TABLE>
<CAPTION>
Consolidated Statements of Capitalization
September 30, 1993 and 1992
(Thousands of Dollars)
1993 1992
<S> <C> <C>
Common Stock Equity: ---- ----
Common stock, $3.125 par value, authorized
20,000,000 shares, issued 9,542,295 shares
in 1993 and 8,792,159 shares in 1992,
outstanding 9,542,295 shares in 1993 and
8,792,055 shares in 1992 $ 29,820 $ 27,476
Capital in excess of par value 66,915 52,497
Retained earnings 39,744 36,888
-------- --------
136,479 116,861
-------- --------
Less: Unearned compensation - restricted stock awards (157) (308)
Treasury stock, 104 shares in 1992 - (2)
-------- --------
136,322 116,551
-------- --------
Preferred Stock, Not Subject to Mandatory
Redemption:
$3.125 par value, 8%, noncallable, authorized
927,687 shares in 1993 and 933,739 shares
in 1992, issued and outstanding 152,215 shares
in 1993 and 158,267 shares in 1992, entitled to
preference on liquidation at $6.25 per share 476 494
$100 par value, callable, authorized 9,999,644
shares in 1993 and 1992
6% Series B, issued and outstanding 4,680
shares in 1993 and 1992 468 468
-------- --------
944 962
-------- --------
Long-Term Debt:
First Mortgage Bonds -
6.375%, due 1992 - 780
8.8%, due 2002 16,000 18,000
9.16%, due 2004 18,000 18,000
Industrial Revenue Demand Bonds -
1986 and 1988 series,
weighted average interest rate of
3.18% in 1993 and 6.0% in 1992, due 2006 14,000 14,600
First Mortgage Notes -
9.25%, due 2010 - 14,098
10.5%, due 2010 1,084 1,105
14.5%, due 2010 - 227
Secured Note, 6.89%, due 2010 14,997 -
Secured Term Note, 8.3%, due 1994 900 1,800
Secured Term Note, 10.72%, due 1997 2,656 3,281
Unsecured Medium Term Notes -
6.48%, due 1997 10,000 10,000
7.61%, due 2002 10,000 10,000
6.85% to 9.1%, due 2012 to 2016 35,000 15,000
8.96%, due 2017 20,000 20,000
Less - Current Maturities (4,653) (5,270)
-------- --------
137,984 121,621
-------- --------
$275,250 $239,134
======== ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
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(a) 1. Financial Statements:
--------------------
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 & Co. dated December 7, 1993,
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. Schedules I, II, III,
IV, VII, IX, X, XI, XII, and XIII are not submitted because they are
not applicable or the information required to be included therein is
contained in the financial statements and footnotes.
V Property, Plant and Equipment (including intangibles) for the
fiscal years ended September 30, 1993, 1992 and 1991
VI Accumulated Depreciation and Amortization of Property, Plant
and Equipment for the fiscal years ended September 30, 1993,
1992, and 1991
VIII Valuation and Qualifying Accounts and Reserves for the fiscal
years ended September 30, 1993, 1992 and 1991
Individual financial statements for the Company have been omitted as
not being required since -
1. Consolidated statements of the Company and one or more of its
subsidiaries are filed; and
2. The Company's total assets, exclusive of investments in and
advances to its consolidated subsidiaries, constitute 75
percent or more of the total assets shown by the most recent
year-end consolidated balance sheet filed and the Company's
total gross revenues, exclusive of interest and dividends
received, or its equity in the income of the consolidated
subsidiaries, for the most recent period for which an income
statement is filed, constitute 75 percent or more of the
total gross revenues shown by the consolidated income
statement filed.
3. Exhibits
--------
Exhibit
Number
------------
3 Articles of Incorporation and By-Laws
(i) Charter of the Company and all Amendments thereto
(ii) By-Laws of the Company, as amended, filed as Exhibit No.
3(ii) to the Company'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)
<PAGE>
(a) 3. Exhibits (continued)
--------
Exhibit
Number
------------
4 Instruments Defining Rights of Security Holders, Including Indentures
(i) 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
Company's Registration Statement on Form S-7 filed with the
Commission on December 8, 1970 (Commission File No. 2-38993)
(ii) In addition to the Indenture of Mortgage and Deed of Trust
referred to in 4(i) 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 Company'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 Company'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 Company'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 Company'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 Company'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 Company'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 Company'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 Company'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)
9 Voting Trust Agreement
Not applicable
<PAGE>
(a) 3. Exhibits (continued)
--------
Exhibit
Number
------------
10 Material Contracts
(i) Underground storage service agreement (rate schedule SS-1)
between the Company and PYEC, filed as Exhibit No. 10(vii) to
the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1981, filed with the Commission on March
30, 1982 (Commission File No. 1-7727)
(ii) Storage service transportation contract (rate schedule SST-
NE) between the Company and Tennessee for firm delivery of
gas stored by PYEC, filed as Exhibit No. 10(x) to the
Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1981, filed with the Commission on March
30, 1982 (Commission File No. 1-7727)
(iii) Officers' Retirement Plan of the Company, as amended, filed
as Exhibit No. 10(xiii) to the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1983, filed
with the Commission on March 30, 1984 (Commission File No. 1-
7727)
(iv) Agreement dated November 1, 1980 between the Company and
Robert H. Willis, filed as Exhibit No. 10(j) to the Company's
Registration Statement on Form S-7 filed with the Commission
on December 23, 1981 (Commission File No. 2-75457)
(v) Firm storage service transportation contract (rate schedule
FSST-NE) between the Company and Tennessee for delivery of
gas stored by Penn York, filed as Exhibit No. 10(xviii) to
the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1985, filed with the Commission on March
30, 1986 (Commission File No. 1-7727)
(vi) Firm storage service transportation contract (rate schedule
FSST-NE) between the Company and Tennessee for delivery of
gas stored by Consolidated, filed as Exhibit No. 10(xix) to
the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1985, filed with the Commission on March
30, 1986 (Commission File No. 1-7727)
(vii) Loan Agreement and Amendments thereto, between The Hartford
Steam Company and Connecticut National Bank, filed as Exhibit
No. 10(xxii) to the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1986, filed with the
Commission on March 31, 1987 (Commission File No. 1-7727)
(viii) Steam Supply Agreement and Amendments thereto, between the
Hartford Steam Company and O'Brien Energy Systems, Inc. dated
September 19, 1985, and as amended on February 25, 1987, and
October 6, 1987, filed as Exhibit No. 10(xxi) to the
Company'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)
(ix) Canadian gas transportation contract (rate schedule CGT-NE)
between the Company and Tennessee, dated December 1, 1987,
filed as Exhibit No. 10(xxiii) to the Company'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)
<PAGE>
(a) 3. Exhibits (continued)
--------
Exhibit
Number
------------
10 (x) Gas purchase contract between the Company and TransCanada
Pipelines Limited, dated September 14, 1987, filed as Exhibit
No. 10(xxiv) to the Company'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)
(xi) Gas sales agreement between the Company and Boundary Gas,
Inc., dated September 14, 1987, filed as Exhibit No. 10(xxv)
to the Company'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)
(xii) Restated and Amended Letter of Credit and Reimbursement
Agreement by and between Affiliated Resources Corporation and
Canadian Imperial Bank of Commerce, New York Agency, dated
March 1, 1988, filed as Exhibit No. 10(xxiv) to the Company's
Annual Report Form 10-K for the fiscal year ended December
31, 1988, filed with the Commission on March 29, 1989
(Commission File No. 1-7727)
(xiii) Third Amendment, dated April 7, 1988, to the Steam Supply
Agreement, between The Hartford Steam Company and O'Brien
Energy Systems, Inc. dated September 19, 1985 (filed as
Exhibit No. 10(xxi) to the Company'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)), filed as Exhibit No. 10(xxv) to the Company's Annual
Report on Form 10-K for the fiscal year ended December 31,
1988, filed with the Commission on March 29, 1989 (Commission
File No. 1-7727)
(xiv) Fourth Amendment, dated March 1, 1989, to the Steam Supply
Agreement between The Hartford Steam Company and O'Brien
Energy Systems, Inc., dated September 19, 1985 (filed as
Exhibit No. 10(xxi) to the Company'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)), filed as Exhibit No. 10(xxiv) to the Company'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)
(xv) 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 Company'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)
(xvi) Partial Release of Mortgage agreement, dated March 1, 1989,
to the Open-End Mortgage and Security Agreement between The
Hartford Steam Company and The Connecticut National Bank,
dated March 1, 1983 (filed as Exhibit No. 10(xxii) to the
Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1986, filed with the Commission on March
31, 1987 (Commission File No. 1-7727)), filed as Exhibit No.
10(xxvi) to the Company'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)
<PAGE>
(a) 3. Exhibits (continued)
--------
Exhibit
Number
------------
10 (xvii) Fourth Amendment, dated August 15, 1989, to the Open End
Mortgage and Security Agreement between The Hartford Steam
Company and The Connecticut National Bank, dated March 1,
1983 (filed as Exhibit No. 10(xxii) to the Company's Annual
Report on Form 10-K for the fiscal year ended December 31,
1986, filed with the Commission on March 31, 1987 (Commission
File No. 1-7727)), filed as Exhibit No. 10(xxvii) to the
Company'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)
(xviii) Open-End Mortgage and Security Agreement between Energy
Networks, Inc. and The Connecticut National Bank, dated March
1, 1989, filed as Exhibit No. 10(xxviii) to the Company'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)
(xix) Collateral Assignment of Lease and Rentals, dated March 1,
1989, to the Open-End Mortgage and Security Agreement between
Energy Networks, Inc. and The Connecticut National Bank,
dated March 1, 1989 (filed as Exhibit 10(xxviii) herein),
filed as Exhibit No. 10(xxix) to the Company'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)
(xx) Amended and Restated Loan Agreement between The Hartford
Steam Company and The Connecticut National Bank, dated March
31, 1983, filed as Exhibit No. 10(xxx) to the Company'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)
(xxi) Precedent Agreement to First Amendment, dated September 14,
1988, to the Gas Sales Agreement between the Company and
Boundary Gas, Inc., dated September 14, 1987 (filed as
Exhibit No. 10(xxv) to the Company'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)), filed as Exhibit No. 10(xxxi) to the Company'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)
(xxii) First Amendment, dated January 1, 1990, to the Gas Sales
Agreement between the Company and Boundary Gas, Inc., dated
September 14, 1987 (filed as Exhibit No. 10(xxv) to the
Company'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)), filed as Exhibit
10(xxxii) to the Company'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)
<PAGE>
(a) 3. Exhibits (continued)
--------
Exhibit
Number
------------
10 (xxiii) Sixth Amendment, dated September 30, 1991, to the Loan
Agreement between The Hartford Steam Company and The
Connecticut National Bank, dated March 1, 1983 (filed as
Exhibit No. 10(xxii) to the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1986, filed with
the Commission on March 31, 1987 (Commission File No. 1-
7727)), filed as Exhibit No. 10(xxxviii) to the Company'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)
(xxiv) 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
Company'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)
(xxv) 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 Company'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)
(xxvi) Connecticut Natural Gas Corporation Executive Restricted
Stock Plan, filed as Exhibit A to the Company's definitive
proxy statement dated March 26, 1991, filed with the
Commission on March 26, 1991 (Commission File No. 1-7727)
(xxvii) Gas Transportation Contract for Firm Reserved Service, dated
February 7, 1991, between the Company and the Iroquois Gas
Transmission System, L.P., filed as Exhibit No. 10(xxxvii) to
the Company'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)
(xxviii) Gas Sales Agreement No. 1, dated February 7, 1991, between
the Company and Alberta Northeast Gas Limited, filed as
Exhibit No. 10(xxxviii) to the Company'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)
(xxix) Gas Sales Agreement No. 2, dated February 7, 1991, between
the Company and Alberta Northeast Gas Limited, filed as
Exhibit No. 10(xxxix) to the Company'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)
(xxx) Gas Sales Agreement (ProGas), dated February 7, 1991, between
the Company and Alberta Northeast Gas Limited, filed as
Exhibit No. 10(xl) to the Company'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)
<PAGE>
(a) 3. Exhibits (continued)
--------
Exhibit
Number
------------
10 (xxxi) Gas Sales Agreement (ATCOR), dated February 7, 1991, between
the Company and Alberta Northeast Limited, filed as Exhibit
No. 10(xli) to the Company'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)
(xxxii) Gas Sales Agreement (AEC), dated February 7, 1991, between
the Company and Alberta Northeast Gas Limited, filed as
Exhibit No. 10(xlii) to the Company'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)
(xxxiii) Gas Transportation Contract for Firm Reserved Service, dated
October 20, 1992, between the Company and the Iroquois Gas
Transmission System, L.P., filed as Exhibit No. 10(xlvii) to
the Company'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)
(xxxiv) Revolving Credit Agreement, dated March 30, 1993, between the
Company and The First National Bank of Boston, filed as
Exhibit No. 10(xlviii) to the Company'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)
(xxxv) Secured Note Purchase Agreement, dated July 15, 1993, between
the CNG Realty Copr. and the Aid Association for Lutherans,
filed as Exhibit No. 10(xlix) to the Company'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)
(xxxvi) 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 Company'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)
(xxxvii) Steam and Chilled Water Supply Agreement, dated May 28, 1986,
between Capitol District Energy Center Cogeneration
Associates and Energy Networks, Incorporated
(xxxviii) Service Agreement #89102 (Rate Schedule AFT-1), dated June 1,
1993, between the Company and Algonquin Gas Transmission
Company
(xxxix) Service Agreement #93005 (Rate Schedule AFT-1), dated June 1,
1993, between the Company and Algonquin Gas Transmission
Company
(xl) Service Agreement #93205 (Rate Schedule AFT-1), dated June 1,
1993, between the Company and Algonquin Gas Transmission
Company
(xli) Service Agreement #93305 (Rate Schedule AFT-1), dated June 1,
1993, between the Company and Algonquin Gas Transmission
Company
<PAGE>
(a) 3. Exhibits (continued)
--------
Exhibit
Number
------------
10 (xlii) Service Agreement #93404 (Rate Schedule AFT-1), dated June 1,
1993, between the Company and Algonquin Gas Transmission
Company
(xliii) Service Agreement #9B103 (Rate Schedule AFT-1), dated June 1,
1993, between the Company and Algonquin Gas Transmission
Company
(xliv) Service Agreement #9W005 (Rate Schedule AFT-1), dated June 1,
1993, between the Company and Algonquin Gas Transmission
Company
(xlv) Service Agreement, dated June 1, 1993, between the Company
and Transcontinental Gas Pipe Line Corporation
(xlvi) Service Agreement (Rate Schedule CDS), dated June 1, 1993,
between the Company and Texas Eastern Transmission
Corporation
(xlvii) Service Agreement #800341 (Rate Schedule FT-1), dated June 1,
1993, between the Company and Texas Eastern Transmission
Corporation
(xlviii) Service Agreement #800294 (Rate Schedule FT-1), dated June 1,
1993, between the Company and Texas Eastern Transmission
Corporation
(xlix) Service Agreement #800295 (Rate Schedule FT-1), dated June 1,
1993, between the Company and Texas Eastern Transmission
Corporation
(l) Service Agreement #400148 (Rate Schedule SS-1), dated June 1,
1993, between the Company and Texas Eastern Transmission
Corporation
(li) Service Agreement #400149 (Rate Schedule SS-1), dated June 1,
1993, between the Company and Texas Eastern Transmission
Corporation
(lii) Service Agreement #400150 (Rate Schedule SS-1), dated June 1,
1993, between the Company and Texas Eastern Transmission
Corporation
(liii) Service Agreement (Rate Schedule FTNN), dated October 1,
1993, between the Company and CNG Transmission Corporation
(liv) Service Agreement (Rate Schedule GSS), dated November 1,
1993, between the Company and CNG Transmission Corporation
<PAGE>
(a) 3. Exhibits (concluded)
--------
Exhibit
Number
------------
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,
1993
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
28 Information from Reports Furnished to State Insurance Regulatory
Authorities
Not applicable
99 Additional Exhibits
(i) Exhibit Index
(ii) Information required by Form 11-K with respect to the
Connecticut Natural Gas Corporation Employee Savings Plan for
the fiscal year ending December 31, 1993
(iii) 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, 1993
Exhibits 3(ii), 4(i), 4(ii)(a), 4(ii)(b), 4(ii)(c), 4(ii)(d), 4(ii)(e),
4(ii)(f), 4(ii)(g), 4(ii)(h), 10(i), 10(ii), 10(iii), 10(iv), 10(v),
10(vi), 10(vii), 10(viii), 10(ix), 10(x), 10(xi), 10(xii), 10(xiii),
10(xiv), 10(xv), 10(xvi), 10(xvii), 10(xviii), 10(xix), 10(xx), 10(xxi),
10(xxii), 10(xxiii), 10(xxiv), 10(xxv), 10(xxvi), 10(xxvii), 10(xxviii),
10(xxix), 10(xxx), 10(xxxi), 10(xxxii), 10(xxxiii), 10(xxxiv), 10(xxxv),
and 10(xxxvi) listed above which have 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. All other
exhibits referred to above are filed herewith.
(b) Reports on Form 8-K
-------------------
There were no current reports filed on Form 8-K during the last quarter
of fiscal 1993.
<PAGE>
Exhibit 99(i)
Page 1 of 2
<TABLE>
<CAPTION>
CONNECTICUT NATURAL GAS CORPORATION
Annual Report on Form 10-K
Exhibit Index
Fiscal Year Ended September 30, 1993
<C> <S> <C>
Document
Item Description Description
------------ ----------- ------------
99(i) Exhibit Index Ex-99.1
3(i) Charter of the Company and All Amendments Ex-3.1
Thereto
10(xxxvii) Steam and Chilled Water Supply Agreement Ex-10.37
between Capitol District Energy Center
Cogeneration Associates and Energy
Networks, Incorporated
10(xxxviii) Service Agreement #89102 (Rate Schedule Ex-10.38
AFT-1) between the Company and Algonquin
Gas Transmission Company
10(xxxix) Service Agreement #93005 (Rate Schedule Ex-10.39
AFT-1) between the Company and Algonquin
Gas Transmission Company
10(xl) Service Agreement #93205 (Rate Schedule Ex-10.40
AFT-1) between the Company and Algonquin
Gas Transmission Company
10(xli) Service Agreement #93305 (Rate Schedule Ex-10.41
AFT-1) between the Company and Algonquin
Gas Transmission Company
10(xlii) Service Agreement #93404 (Rate Schedule Ex-10.42
AFT-1) between the Company and Algonquin
Gas Transmission Company
10(xliii) Service Agreement #9B103 (Rate Schedule Ex-10.43
AFT-1) between the Company and Algonquin
Gas Transmission Company
10(xliv) Service Agreement #9W005 (Rate Schedule Ex-10.44
AFT-1) between the Company and Algonquin
Gas Transmission Company
10(xlv) Service Agreement between the Company and Ex-10.45
Transcontinental Gas Pipe Line Corporation
10(xlvi) Service Agreement (Rate Schedule CDS) Ex-10.46
between the Company and Texas Eastern
Transmission Corporation
10(xlvii) Service Agreement #800341 (Rate Schedule Ex-10.47
FT-1) between the Company and Texas
Eastern Transmission Corporation<PAGE>
10(xlviii) Service Agreement #800294 (Rate Schedule Ex-10.48
FT-1) between the Company and Texas
Eastern Transmission Corporation
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Exhibit 99(i)
Page 2 of 2
CONNECTICUT NATURAL GAS CORPORATION
Annual Report on Form 10-K
Exhibit Index (concluded)
Fiscal Year Ended September 30, 1993
<C> <S> <C>
Document
Item Description Description
------------ ----------- ------------
10(xlix) Service Agreement #800295 (Rate Schedule Ex-10.49
FT-1) between the Company and Texas
Eastern Transmission Corporation
10(l) Service Agreement #400148 (Rate Schedule Ex-10.50
SS-1) between the Company and Texas
Eastern Transmission Corporation
10(li) Service Agreement #400149 (Rate Schedule Ex-10.51
SS-1) between the Company and Texas
Eastern Transmission Corporation
10(lii) Service Agreement #400150 (Rate Schedule Ex-10.52
SS-1) between the Company and Texas
Eastern Transmission Corporation
10(liii) Service Agreement (Rate Schedule FTNN) Ex-10.53
between the Company and CNG Transmission
Corporation
10(liv) Service Agreement (Rate Schedule GSS) Ex-10.54
between the Company and CNG Transmission
Corporation
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
99(ii) Requirements of Form 11-K for the Ex-99.2
Connecticut Natural Gas Corporation
Employee Savings Plan
99(iii) Requirements of Form 11-K for the Ex-99.3
Connecticut Natural Gas Corporation Union
Employee Savings Plan
</TABLE>
<PAGE>
CONNECTICUT NATURAL GAS CORPORATION
-----------------------------------
EMPLOYEE SAVINGS PLAN
---------------------
FINANCIAL STATEMENTS
--------------------
AS OF DECEMBER 31, 1993, 1992 AND 1991
--------------------------------------
TOGETHER WITH
--------------
AUDITORS' REPORT
----------------
<PAGE>
<TABLE>
<CAPTION>
CONNECTICUT NATURAL GAS CORPORATION
-----------------------------------
EMPLOYEE SAVINGS PLAN
---------------------
INDEX
-----
<S> <C>
PAGE
----
Report of Independent Public Accountants 1
Financial Statements:
Statement of Net Assets Available for Plan
Benefits as of December 31, 1993 2
Statement of Net Assets Available for Plan
Benefits as of December 31, 1992 3
Statement of Changes in Net Assets Available for Plan Benefits
for the Year Ended December 31, 1993 4
Statement of Changes in Net Assets Available for Plan Benefits
for the Year Ended December 31, 1992 5
Statement of Changes in Net Assets Available for Plan Benefits
for the Year Ended December 31, 1991 6
Notes to Financial Statements 7
Schedules:
Schedule I - Item 27a - Schedule of Assets Held for Investment
Purposes as of December 31, 1993 11
Schedule II - Item 27d - Schedule of Reportable Transactions for the
Year Ended December 31, 1993 12
</TABLE>
<PAGE>
ARTHUR ANDERSEN & CO.
HARTFORD, CT.
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
----------------------------------------
To Connecticut Natural Gas Corporation
Employee Savings Plan:
We have audited the accompanying statements of net assets available for
benefits of Connecticut Natural Gas Corporation Employee Savings Plan (the
Plan) as of December 31, 1993 and 1992, and the related statement of
changes in net assets available for benefits for each of the three years in
the period ended December 31, 1993. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express
an opinion on these financial statements 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 of the Plan
as of December 31, 1993 and 1992, and the changes in its net assets
available for benefits for each of the three years in the period ended
December 31, 1993, 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.
The 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 Arthur Andersen & Co.
------------------------
Arthur Andersen & Co.
Hartford, Connecticut
June 15, 1994
<PAGE>
-2-
<TABLE>
<CAPTION>
CONNECTICUT NATURAL GAS CORPORATION
-----------------------------------
EMPLOYEE SAVINGS PLAN
---------------------
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
---------------------------------------------------
AS OF DECEMBER 31, 1993
------------------------
Non-
Participant
<S> <C> <C> <C> <C> <C> <C> <C>
Participant Directed Directed
------------------------------------------------------- -----------
The Putnam
Putnam Fiduciary Putnam U.S. The George Fund for Common Common
Trust Company Government Putnam Fund Growth and Stock Stock
GIC Fund Income Trust of Boston Income Fund Fund Total
---------------- ------------- ------------ ---------- ---------- ---------- --------
Assets
------
Investments, at
current value $ 824,473 $ 1,442,808 $ 2,384,557 $ 2,831,408 $ 2,964,501 $ 8,663,752 $19,111,499
Cash and temporary
investments 3,474 - - - 47,557 145,942 196,973
--------- ----------- ----------- ----------- ----------- ----------- -----------
Total Assets 827,947 1,442,808 2,384,557 2,831,408 3,012,058 8,809,694 19,308,472
--------- ----------- ----------- ----------- ----------- ----------- -----------
Liabilities
-----------
Accounts payable to
broker - - - - (39,678) (113,672) (153,350)
--------- ----------- ----------- ----------- ----------- ----------- -----------
Net Assets
Available for
Plan Benefits $ 827,947 $ 1,442,808 $ 2,384,557 $ 2,831,408 $ 2,972,380 $ 8,696,022 $19,155,122
========= =========== =========== =========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of this financial statement.
<PAGE>
-3-
<TABLE>
<CAPTION>
CONNECTICUT NATURAL GAS CORPORATION
-----------------------------------
EMPLOYEE SAVINGS PLAN
---------------------
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
---------------------------------------------------
AS OF DECEMBER 31, 1992
-----------------------
<S> <C> <C> <C>
Fixed Common
Income Stock
Fund Fund Total
----------- ----------- --------
Assets
------
Investments, at current
value:
Common stock $ - $ 9,569,547 $ 9,569,547
Fixed income investments 6,762,869 - 6,762,869
Cash and temporary
investments 57,287 172,395 229,682
----------- ----------- -----------
Total Assets 6,820,156 9,741,942 16,562,098
----------- ----------- -----------
Net Assets Available
for Plan Benefits $ 6,820,156 $ 9,741,942 $16,562,098
=========== =========== ===========
</TABLE>
The accompanying notes are an integral part of this financial statement.
<PAGE>
<TABLE>
<CAPTION>
-4-
Page 1 of 2
CONNECTICUT NATURAL GAS CORPORATION
----------------------------------
EMPLOYEE SAVINGS PLAN
---------------------
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
---------------------------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1993
-------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Participant Directed
---------------------------------------------------------------------
Putnam The Putnam
Fixed Fiduciary Putnam U.S. The George Fund for Common
Income Trust Company Government Putnam Fund Growth and Stock
Fund GIC Fund Income Trust of Boston Income Fund
----------- ------------- ------------- ------------- ----------- ----------
Additions to net assets
attributed to:
Dividends and interest income $ - $ 102,066 $ 71,892 $ 171,272 $ 179,236 $ 145,056
----------- ---------- ----------- ----------- ----------- -----------
Realized gains
(losses), net - - (1,434) (1,161) 1,587 108,447
----------- ---------- ----------- ----------- ----------- -----------
Unrealized appreciation
(depreciation) of investments - - (31,912) (25,583) 37,148 160,130
----------- ---------- ----------- ----------- ----------- -----------
Contributions:
Employees - 192,987 74,513 189,661 316,561 136,268
Employer - - - - - -
----------- ---------- ----------- ----------- ----------- -----------
Total contributions - 192,987 74,513 189,661 316,561 136,268
----------- ---------- ----------- ----------- ----------- -----------
Transfers, net (6,897,892) 602,769 1,435,183 2,186,042 2,431,592 295,129
----------- ---------- ----------- ----------- ----------- -----------
Other, net 77,736 (1,169) (618) (6,721) (2,440) 14,953
----------- ---------- ----------- ----------- ----------- -----------
Total additions (deductions) (6,820,156) 896,653 1,547,624 2,513,510 2,963,684 859,983
----------- ---------- ----------- ----------- ----------- -----------
Deductions from net assets
attributed to:
Benefits paid to participants - (68,706) (104,816) (128,953) (132,276) (254,463)
----------- ---------- ----------- ----------- ----------- -----------
Net increase (decrease) (6,820,156) 827,947 1,442,808 2,384,557 2,831,408 605,520
----------- ---------- ----------- ----------- ----------- -----------
Net Assets Available
for Plan Benefits:
Beginning of year 6,820,156 - - - - 2,366,860
----------- ---------- ----------- ----------- ----------- -----------
End of year $ - $ 827,947 $ 1,442,808 $ 2,384,557 $ 2,831,408 $ 2,972,380
=========== ========== =========== =========== =========== ===========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
-4-
Page 2 of 2
CONNECTICUT NATURAL GAS CORPORATION
----------------------------------
EMPLOYEE SAVINGS PLAN
---------------------
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
---------------------------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1993
-------------------------------------
<S> <C> <C>
Non-Participant
Directed
---------------
Common
Stock
Fund Total
----------- ---------
Additions to net assets
attributed to:
Dividends and interest income $ 404,265 $ 1,073,787
----------- -----------
Realized gains
(losses), net 337,916 445,355
----------- -----------
Unrealized appreciation
(depreciation) of investments 456,800 596,583
----------- -----------
Contributions:
Employees - 909,990
Employer 490,017 490,017
----------- -----------
Total contributions 490,017 1,400,007
----------- -----------
Transfers, net 34,971 87,794
----------- -----------
Other, net 40,590 122,331
----------- -----------
Total additions (deductions) 1,764,559 3,725,857
----------- -----------
Deductions from net assets
attributed to:
Benefits paid to participants (443,619) (1,132,833)
----------- -----------
Net increase (decrease) 1,320,940 2,593,024
----------- ----------- <PAGE>
Net Assets Available
for Plan Benefits:
Beginning of year 7,375,082 16,562,098
----------- -----------
End of year $ 8,696,022 $19,155,122
=========== ===========
</TABLE>
The accompanying notes are an integral part of this financial statement.
<PAGE>
<TABLE>
<CAPTION>
-5-
CONNECTICUT NATURAL GAS CORPORATION
-----------------------------------
EMPLOYEE SAVINGS PLAN
---------------------
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
--------------------------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1992
------------------------------------
<S> <C> <C> <C>
Fixed Common
Income Stock
Fund Fund Total
--------- -------- --------
Additions to net assets
attributed to:
Dividends $ - $ 478,460 $ 478,460
Interest 606,275 502 606,777
----------- ----------- -----------
Total investment income 606,275 478,962 1,085,237
----------- ----------- -----------
Realized gains, net - 88,960 88,960
----------- ----------- -----------
Unrealized appreciation
of investments - 2,215,808 2,215,808
----------- ----------- -----------
Contributions:
Employees 648,679 94,015 742,694
Employer - 439,736 439,736
----------- ----------- -----------
Total contributions 648,679 533,751 1,182,430
----------- ----------- -----------
Total additions 1,254,954 3,317,481 4,572,435
----------- ----------- -----------
Deductions from net
assets attributed to:
Benefits paid to participants (215,229) (165,391) (380,620)
----------- ----------- -----------
Net increase 1,039,725 3,152,090 4,191,815
Net Assets Available for
Plan Benefits:
Beginning of year 5,780,431 6,589,852 12,370,283
----------- ----------- -----------
End of year $ 6,820,156 $ 9,741,942 $16,562,098
=========== =========== ===========
</TABLE>
The accompanying notes are an integral part of this financial statement.
<PAGE>
<TABLE>
<CAPTION>
-6-
CONNECTICUT NATURAL GAS CORPORATION
-----------------------------------
EMPLOYEE SAVINGS PLAN
---------------------
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
--------------------------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1991
------------------------------------
<S> <C> <C> <C>
Fixed Common
Income Stock
Fund Fund Total
--------- --------- -------
Additions to net assets
attributed to:
Dividends $ - $ 417,922 $ 417,922
Interest 477,131 681 477,812
----------- ----------- -----------
Total investment income 477,131 418,603 895,734
----------- ----------- -----------
Realized gains, net - (1,245) (1,245)
----------- ----------- -----------
Unrealized appreciation
of investments - 1,069,322 1,069,322
----------- ----------- -----------
Contributions:
Employees 607,884 74,343 682,227
Employer - 419,596 419,596
----------- ----------- -----------
Total contributions 607,884 493,939 1,101,823
----------- ----------- -----------
Total additions 1,085,015 1,980,619 3,065,634
----------- ----------- -----------
Deductions from net
assets attributed to:
Benefits paid to participants (338,365) (302,180) (640,545)
----------- ----------- -----------
Net increase 746,650 1,678,439 2,425,089
Net Assets Available
for Plan Benefits:
Beginning of year 5,033,781 4,911,413 9,945,194
----------- ----------- -----------
End of year $ 5,780,431 $ 6,589,852 $12,370,283
=========== =========== ===========
</TABLE>
The accompanying notes are an integral part of this financial statement.
<PAGE>
-7-
CONNECTICUT NATURAL GAS CORPORATION
-----------------------------------
EMPLOYEE SAVINGS PLAN
---------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
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 Connecticut Natural Gas Corporation and subsidiaries
(the Company). 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 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 and Fringe Benefits
Committee of the Company's Board of Directors appointed an
Administrative Committee to serve as manager of the Plan.
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,
1993 and 1992 were 323 and 305, 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 20% of basic earnings as savings contributions to their<PAGE>
accounts during each year.
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
match no more than the percentage contributed by the employee.
As of December 31, 1993, if an employee's:
<PAGE>
-8-
<TABLE>
<CAPTION>
<C> <C> <S>
Years of Continuous
Service is Or Age is The Company Will Contribute
-------------------- -- ------ ---------------------------
30 50 6% of compensation
20 45 4-1/2% of compensation
10 35 3% of compensation
Less than l0 Under 35 2% of compensation
</TABLE>
d. Investment Options -
------------------
Plan participants direct their contributions among five investment
options in 5% increments, and they may elect to change their
investment options once during each calendar quarter. A description
of each investment option is provided below:
(1) PUTNAM FIDUCIARY TRUST COMPANY GIC FUND - This mutual fund seeks
to preserve principal and achieve relatively high current income
through a diversified portfolio of high-quality investment
contracts.
(2) PUTNAM U.S. GOVERNMENT INCOME TRUST - This mutual fund seeks
current income through a portfolio of securities backed by the
full faith and credit of the United States Government.
(3) THE GEORGE PUTNAM FUND OF BOSTON - This mutual fund seeks a
balance of capital growth and current income through a
diversified portfolio of common stocks and bonds.
(4) THE PUTNAM FUND FOR GROWTH AND INCOME - This mutual fund seeks
capital growth and current income through a portfolio of income-
producing common stocks.
(5) COMMON STOCK FUND - This fund seeks to provide current income
and capital appreciation through investment in the common stock
of the Company purchased at not more than fair market value.
All Company matching contributions are invested in the Common Stock
Fund.
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>
<CAPTION>
<S> <C>
Years of Continuous Service is 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
<PAGE>
-9-
Upon termination of employment before full vesting, the non-vested
Company match portion of a participant's common stock account shall
be forfeited 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.
Participant benefits under the Plan are excluded from insurance
coverage of the Pension Benefit Guarantee Corporation.
g. Participant Accounts -
--------------------
Individual accounts are maintained for each of the Plan's
participants to reflect the participant's share of the Plan's income
and the participant's and the Company's contributions. Allocations
of Plan income are based on the share balances in the participants'
accounts.
2. Transfer of Plan Assets to New Trustee:
--------------------------------------
In January 1993, the Trustee of the Plan was changed from Fleet Bank,
Connecticut (Fleet) to Putnam Fiduciary Trust Company (PFTC). All
assets held in trust by Fleet, consisting of common stock of the Company
and three Hartford Life Insurance Company immediate participation
guarantee contracts, together with associated cash and temporary
investments, were transferred to PFTC and placed in the Common Stock
Fund and the PFTC GIC Fund, respectively. The balances of the immediate
participation guarantee contracts and associated cash on January 1, 1993
are reflected in the "Fixed Income Fund" column on the accompanying
statement of changes in net assets for the year ended December 31, 1993.
In April 1993, transfers of assets from the participant directed portion
of the Common Stock Fund and the PFTC GIC Fund to the five investment
funds described in Note 1 were completed based upon investment elections
made by the Plan's participants.
3. Summary of Significant Accounting Policies:
------------------------------------------
a. Basis of Accounting -
-------------------
The accompanying financial statements are prepared on the accrual
basis of accounting.
b. Income Recognition -<PAGE>
------------------
Dividend income is recorded on the ex-dividend date. Interest
income is recorded as earned on the accrual basis.
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 PFTC GIC 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 cost plus accumulated
<PAGE>
-10-
earnings. 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
plan benefits are computed based on the historical cost of the Plan
assets.
d. Administrative Expenses -
-----------------------
Administrative expenses of the Plan may be paid by either the
Company or the Plan. During 1993, 1992 and 1991 the Company paid
all administrative expenses relating to the Plan.
4. Federal Income Tax Status:
-------------------------
Although the Plan has received a favorable determination letter dated
March 20, 1985 from the Internal Revenue Service, it has not been
updated for the latest Plan restatement to meet the requirements of the
Tax Reform Act of 1986. However, the Plan Administrator and management
believe that the Plan was designed and 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, 1993.
5. Investments:
-----------
Putnam Fiduciary Trust Company, trustee of the Plan, holds the Plan's
investments and executes transactions therein.
The fair market values of individual assets that represent 5% of more of
the Plan's net assets as of December 31, 1993 and 1992 are as follows:
<TABLE>
<CAPTION>
<S> <C>
1993:
Connecticut Natural Gas Corporation
common stock $11,628,253
The Putnam Fund for Growth and Income 2,831,408
The George Putnam Fund of Boston 2,384,557
Putnam U.S. Government Income Trust 1,442,808
1992:
Connecticut Natural Gas Corporation
common stock $ 9,569,547
Hartford Life Insurance Company
Immediate Participation Guarantee
Contract #2931A 6,125,681
</TABLE>
6. Concentration of Credit Risk:
----------------------------
All the Plan's assets are invested in the mutual funds managed by
Putnam Investments, Inc. described in Note 1 and the Company's common
stock. In the event of any uncertainties in the financial marketplace
the Plan may be exposed to financial risks.
<PAGE>
<TABLE>
<CAPTION>
-11-
Schedule I
CONNECTICUT NATURAL GAS CORPORATION
-----------------------------------
EMPLOYEE SAVINGS PLAN
---------------------
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
----------------------------------------------------------
AS OF DECEMBER 31, 1993
------------------------
(Employer Identification Number - 06-0383860)
---------------------------------------------
<S> <C> <C> <C>
Current
Identity of Issue or Party Involved Description of Investment Cost Value
----------------------------------- ------------------------- --------- ----------
Putnam Fiduciary Trust Company GIC Fund Mutual fund comprised of
investment contracts $ 824,473 $ 824,473
Cash 3,474 3,474
----------- -----------
827,947 827,947
----------- -----------
Putnam U.S. Government Income Trust Mutual fund comprised of U.S.
Government securities 1,466,492 1,442,808
----------- -----------
The George Putnam Fund of Boston Mutual fund comprised of
common stocks and bonds 2,389,392 2,384,557
----------- -----------
The Putnam Fund for Growth and Income Mutual fund comprised of
common stocks 2,760,075 2,831,408
----------- -----------
*Connecticut Natural Gas Corporation Participant directed -
Common stock 1,814,878 2,964,501
Temporary investments 47,557 47,557
----------- -----------
1,862,435 3,012,058
----------- -----------
Non-participant directed -
Common stock 5,303,982 8,663,752
Temporary investments 145,942 145,942
----------- -----------
5,449,924 8,809,694
----------- ----------- <PAGE>
Total Common Stock Fund 7,312,359 11,821,752
----------- -----------
Total Investments $14,756,265 $19,308,472
=========== ===========
* Represents a party in interest for the year ended December 31, 1993.
The accompanying notes are an integral part of this schedule.
</TABLE>
<PAGE>
-12-
<TABLE>
<CAPTION>
Schedule II
CONNECTICUT NATURAL GAS CORPORATION
EMPLOYEE SAVINGS PLAN
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1993
(Employer Identification Number - 06-0383860)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Purchases Sales
----------------------- ------------------------------------------
Identity of Description Number of Purchase Number of Selling Cost of Net Gain
Party Involved of Asset Transactions Price Transactions Price Asset or (Loss)
-------------- -------- ------------ --------- ------------ --------- --------- --------
Putnam Fiduciary Trust Mutual fund
Company GIC Fund comprised of
investment contracts 39 $ 469,413 14 $6,539,360 $6,539,360 $ -
Putnam U.S. Government Mutual fund comprised
Income Trust of U.S. Government
securities 29 1,631,109 27 154,955 156,389 (1,434)
The George Putnam Mutual fund comprised
Fund of Boston of common stocks and
bonds 30 2,560,732 19 149,431 150,600 (1,169)
The Putnam Fund for Mutual fund comprised
Growth and Income of common stocks 35 2,952,416 23 159,744 158,157 1,587
Connecticut Natural
Gas Corporation Common stock 27 2,198,938 45 1,401,386 955,024 446,362
Note: For the purpose of this schedule, a reportable transaction is defined as a transaction or a series
of transactions of the same issue or with the same person which involves an amount in excess of 5%
of the current value of plan assets at the beginning of the plan year.
</TABLE>
The accompanying notes are an integral part of this schedule.
<PAGE>
CONNECTICUT NATURAL GAS CORPORATION
-----------------------------------
UNION EMPLOYEE SAVINGS PLAN
---------------------------
FINANCIAL STATEMENTS
--------------------
AS OF DECEMBER 31, 1993, 1992 AND 1991
--------------------------------------
TOGETHER WITH
--------------
AUDITORS' REPORT
----------------
<PAGE>
<TABLE>
<CAPTION>
CONNECTICUT NATURAL GAS CORPORATION
-----------------------------------
UNION EMPLOYEE SAVINGS PLAN
---------------------------
INDEX
-----
<S> <C>
PAGE
----
Report of Independent Public Accountants 1
Financial Statements:
Statement of Net Assets Available for Plan
Benefits as of December 31, 1993 2
Statement of Net Assets Available for Plan
Benefits as of December 31, 1992 3
Statement of Changes in Net Assets Available for Plan Benefits
for the Year Ended December 31, 1993 4
Statement of Changes in Net Assets Available for Plan Benefits
for the Year Ended December 31, 1992 5
Statement of Changes in Net Assets Available for Plan Benefits
for the Year Ended December 31, 1991 6
Notes to Financial Statements 7
Schedules:
Schedule I - Item 27a - Schedule of Assets Held for Investment
Purposes as of December 31, 1993 11
Schedule II - Item 27d - Schedule of Reportable Transactions for
the Year Ended December 31, 1993 12
</TABLE>
<PAGE>
ARTHUR ANDERSEN & CO.
HARTFORD, CT.
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
----------------------------------------
To Connecticut Natural Gas Corporation
Union Employee Savings Plan:
We have audited the accompanying statements of net assets available for
benefits of Connecticut Natural Gas Corporation Union Employee Savings Plan
(the Plan) as of December 31, 1993 and 1992, and the related statement of
changes in net assets available for benefits for each of the three years in
the period ended December 31, 1993. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express
an opinion on these financial statements 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 of the Plan
as of December 31, 1993 and 1992, and the changes in its net assets
available for benefits for each of the three years in the period ended
December 31, 1993, 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.
The 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 Arthur Andersen & Co.
------------------------
Arthur Andersen & Co.
Hartford, Connecticut
June 15, 1994
<PAGE>
-2-
<TABLE>
<CAPTION>
CONNECTICUT NATURAL GAS CORPORATION
-----------------------------------
UNION EMPLOYEE SAVINGS PLAN
---------------------------
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
---------------------------------------------------
AS OF DECEMBER 31, 1993
------------------------
Non-
Participant
<S> <C> <C> <C> <C> <C> <C> <C>
Participant Directed Directed
------------------------------------------------------- -----------
The Putnam
Putnam Fiduciary Putnam U.S. The George Fund for Common Common
Trust Company Government Putnam Fund Growth and Stock Stock
GIC Fund Income Trust of Boston Income Fund Fund Total
---------------- ------------- ------------ ---------- ---------- ---------- --------
Assets
------
Investments, at
current value $ 417,354 $ 546,179 $ 852,172 $ 1,337,133 $ 2,970,517 $ 5,413,417 $11,536,772
Cash and temporary
investments 2,610 - - - 66,023 109,211 177,844
--------- ----------- ----------- ----------- ----------- ----------- -----------
Total Assets 419,964 546,179 852,172 1,337,133 3,036,540 5,522,628 11,714,616
--------- ----------- ----------- ----------- ----------- ----------- -----------
Liabilities
-----------
Accounts payable to
broker - - - - (41,941) (74,990) (116,931)
--------- ----------- ----------- ----------- ----------- ----------- -----------
Net Assets
Available for
Plan Benefits $ 419,964 $ 546,179 $ 852,172 $ 1,337,133 $ 2,994,599 $ 5,447,638 $11,597,685
========= =========== =========== =========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of this financial statement.
<PAGE>
-3-
<TABLE>
<CAPTION>
CONNECTICUT NATURAL GAS CORPORATION
-----------------------------------
UNION EMPLOYEE SAVINGS PLAN
---------------------------
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
---------------------------------------------------
AS OF DECEMBER 31, 1992
-----------------------
<S> <C> <C> <C>
Fixed Common
Income Stock
Fund Fund Total
----------- ----------- --------
Assets
------
Investments, at current
value:
Common stock $ - $ 5,704,218 $ 5,704,218
Fixed income investments 4,090,728 - 4,090,728
Cash and temporary
investments 48,992 117,599 166,591
----------- ----------- -----------
Total Assets 4,139,720 5,821,817 9,961,537
----------- ----------- -----------
Liabilities
-----------
Participant
Withdrawals
& Benfit Payments (106,572) (42,022) (148,594)
----------- ----------- -----------
Net Assets Available
for Plan Benefits $ 4,033,148 $ 5,779,795 $ 9,812,943
=========== =========== ===========
</TABLE>
The accompanying notes are an integral part of this financial statement.
<PAGE>
<TABLE>
<CAPTION>
-4-
Page 1 of 2
CONNECTICUT NATURAL GAS CORPORATION
----------------------------------
UNION EMPLOYEE SAVINGS PLAN
---------------------------
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
---------------------------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1993
-------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Participant Directed
---------------------------------------------------------------------
Putnam The Putnam
Fixed Fiduciary Putnam U.S. The George Fund for Common
Income Trust Company Government Putnam Fund Growth and Stock
Fund GIC Fund Income Trust of Boston Income Fund
----------- ------------- ------------- ------------- ----------- ----------
Additions to net assets
attributed to:
Dividends and interest income $ - $ 61,460 $ 26,326 $ 59,676 $ 84,046 $ 116,028
----------- ---------- ----------- ----------- ----------- -----------
Realized gains
(losses), net - - (64) 1,084 1,496 35,162
----------- ---------- ----------- ----------- ----------- -----------
Unrealized appreciation
(depreciation) of investments - - (12,233) (9,578) 17,435 155,563
----------- ---------- ----------- ----------- ----------- -----------
Contributions:
Employees - 141,990 47,453 100,529 182,566 273,008
Employer - - - - - -
----------- ---------- ----------- ----------- ----------- -----------
Total contributions - 141,990 47,453 100,529 182,566 273,008
----------- ---------- ----------- ----------- ----------- -----------
Transfers, net (4,061,984) 450,763 500,294 701,962 1,065,209 1,290,933
----------- ---------- ----------- ----------- ----------- -----------
Other, net 28,836 - - - - (19,477)
----------- ---------- ----------- ----------- ----------- -----------
Total additions (deductions) (4,033,148) 654,213 561,776 853,673 1,350,752 1,851,217
----------- ---------- ----------- ----------- ----------- -----------
Deductions from net assets
attributed to:
Benefits paid to participants - (234,249) (15,597) (1,501) (13,619) (65,036)
----------- ---------- ----------- ----------- ----------- -----------
Net increase (decrease) (4,033,148) 419,964 546,179 852,172 1,337,133 1,786,181
----------- ---------- ----------- ----------- ----------- -----------
Net Assets Available
for Plan Benefits:
Beginning of year 4,033,148 - - - - 1,208,418
----------- ---------- ----------- ----------- ----------- -----------
End of year $ - $ 419,964 $ 546,179 $ 852,172 $ 1,337,133 $ 2,994,599
=========== ========== =========== =========== =========== ===========
</TABLE>
<PAGE>
-4-
<TABLE>
<CAPTION>
Page 2 of 2
CONNECTICUT NATURAL GAS CORPORATION
----------------------------------
UNION EMPLOYEE SAVINGS PLAN
---------------------------
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
---------------------------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1993
-------------------------------------
Non-
Participant
Directed
-----------
<S> <C> <C>
Common
Stock
Fund Total
----------- ---------
Additions to net assets
attributed to:
Dividends and interest income $ 249,884 $ 597,420
----------- -----------
Realized gains
(losses), net 134,003 171,681
----------- -----------
Unrealized appreciation
(depreciation) of investments 354,945 506,132
----------- -----------
Contributions:
Employees - 745,546
Employer 422,600 422,600
----------- -----------
Total contributions 422,600 1,168,146
----------- -----------
Transfers, net (34,971) (87,794)
----------- -----------
Other, net (41,712) (32,353)
----------- -----------
Total additions (deductions) 1,084,749 2,323,232
----------- -----------
Deductions from net assets
attributed to:
Benefits paid to participants (208,488) (538,490)
----------- -----------
Net increase (decrease) 876,261 1,784,742
----------- -----------
Net Assets Available
for Plan Benefits:
Beginning of year 4,571,377 9,812,943
----------- -----------
End of year $ 5,447,638 $11,597,685
=========== ===========
</TABLE>
The accompanying notes are an integral part of this financial statement.
<PAGE>
-5-
<TABLE>
<CAPTION>
CONNECTICUT NATURAL GAS CORPORATION
-----------------------------------
UNION EMPLOYEE SAVINGS PLAN
---------------------------
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
--------------------------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1992
------------------------------------
<S> <C> <C> <C>
Fixed Common
Income Stock
Fund Fund Total
--------- -------- --------
Additions to net assets
attributed to:
Dividends $ - $ 277,566 $ 277,566
Interest 330,412 (533) 329,879
----------- ----------- -----------
Total investment income 330,412 277,033 607,445
----------- ----------- -----------
Realized gains, net - 29,373 29,373
----------- ----------- -----------
Unrealized appreciation
of investments - 1,364,840 1,364,840
----------- ----------- -----------
Contributions:
Employees 479,871 128,149 608,020
Employer - 416,686 416,686
----------- ----------- -----------
Total contributions 479,871 544,835 1,024,706
----------- ----------- -----------
Total additions 810,283 2,216,081 3,026,364
----------- ----------- -----------
Deductions from net
assets attributed to:
Benefits paid to participants (188,338) (133,285) (321,623)
----------- ----------- -----------
Net increase 621,945 2,082,796 2,704,741
Net Assets Available for
Plan Benefits:
Beginning of year 3,411,203 3,696,999 7,108,202
----------- ----------- -----------
End of year $ 4,033,148 $ 5,779,795 $ 9,812,943
=========== =========== ===========
</TABLE>
The accompanying notes are an integral part of this financial statement.
<PAGE>
-6-
<TABLE>
<CAPTION>
CONNECTICUT NATURAL GAS CORPORATION
-----------------------------------
UNION EMPLOYEE SAVINGS PLAN
---------------------------
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
--------------------------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1991
------------------------------------
<S> <C> <C> <C>
Fixed Common
Income Stock
Fund Fund Total
--------- --------- -------
Additions to net assets
attributed to:
Dividends $ - $ 224,161 $ 224,161
Interest 278,470 536 279,006
----------- ----------- -----------
Total investment income 278,470 224,697 503,167
----------- ----------- -----------
Realized gains, net - 38 38
----------- ----------- -----------
Unrealized appreciation
of investments - 575,505 575,505
----------- ----------- -----------
Contributions:
Employees 480,116 94,837 574,953
Employer - 368,897 368,897
----------- ----------- -----------
Total contributions 480,116 463,734 943,850
----------- ----------- -----------
Total additions 758,586 1,263,974 2,022,560
----------- ----------- -----------
Deductions from net
assets attributed to:
Benefits paid to participants (111,765) (98,265) (210,030)
----------- ----------- -----------
Net increase 646,821 1,165,709 1,812,530
Net Assets Available
for Plan Benefits:
Beginning of year 2,764,382 2,531,290 5,295,672
----------- ----------- -----------
End of year $ 3,411,203 $ 3,696,999 $ 7,108,202
=========== =========== ===========
</TABLE>
The accompanying notes are an integral part of this financial statement.
<PAGE>
-7-
CONNECTICUT NATURAL GAS CORPORATION
-----------------------------------
UNION EMPLOYEE SAVINGS PLAN
---------------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
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 Connecticut Natural Gas Corporation and subsidiaries
(the Company). 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 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 and Fringe Benefits
Committee of the Company's Board of Directors appointed an
Administrative Committee to serve as manager of the Plan.
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 members of a Hartford or Greenwich Union Collective
Bargaining Unit.
The number of employees participating in the Plan as of December 31,
1993 and 1992 were 373 and 365, 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 20% of basic earnings as savings contributions to their
accounts during each year.
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
match no more than the percentage contributed by the employee.
As of December 31, 1993, if an employee's:
<PAGE>
-8-
<TABLE>
<CAPTION>
<C> <C> <S>
Years of Continuous
Service is Or Age is The Company Will Contribute
-------------------- -- ------ ---------------------------
30 50 6% of compensation
20 45 4-1/2% of compensation
10 35 3% of compensation
Less than l0 Under 35 2% of compensation
</TABLE>
d. Investment Options -
------------------
Plan participants direct their contributions among five investment
options in 5% increments, and they may elect to change their
investment options once during each calendar quarter. A description
of each investment option is provided below:
(1) PUTNAM FIDUCIARY TRUST COMPANY GIC FUND - This mutual fund seeks
to preserve principal and achieve relatively high current income
through a diversified portfolio of high-quality investment
contracts.
(2) PUTNAM U.S. GOVERNMENT INCOME TRUST - This mutual fund seeks
current income through a portfolio of securities backed by the
full faith and credit of the United States Government.
(3) THE GEORGE PUTNAM FUND OF BOSTON - This mutual fund seeks a
balance of capital growth and current income through a
diversified portfolio of common stocks and bonds.
(4) THE PUTNAM FUND FOR GROWTH AND INCOME - This mutual fund seeks
capital growth and current income through a portfolio of income-
producing common stocks.
(5) COMMON STOCK FUND - This fund seeks to provide current income
and capital appreciation through investment in the common stock
of the Company purchased at not more than fair market value.
All Company matching contributions are invested in the Common Stock
Fund.
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>
<CAPTION>
<S> <C>
Years of Continuous Service is 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
<PAGE>
-9-
Upon termination of employment before full vesting, the non-vested
Company match portion of a participant's common stock account shall
be forfeited 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.
Participant benefits under the Plan are excluded from insurance
coverage of the Pension Benefit Guarantee Corporation.
g. Participant Accounts -
--------------------
Individual accounts are maintained for each of the Plan's
participants to reflect the participant's share of the Plan's income
and the participant's and the Company's contributions. Allocations
of Plan income are based on the share balances in the participants'
accounts.
2. Transfer of Plan Assets to New Trustee:
--------------------------------------
In January 1993, the Trustee of the Plan was changed from Fleet Bank,
Connecticut (Fleet) to Putnam Fiduciary Trust Company (PFTC). All
assets held in trust by Fleet, consisting of common stock of the Company
and a Hartford Life Insurance Company immediate participation guarantee
contract, together with associated cash and temporary investments, were
transferred to PFTC and placed in the Common Stock Fund and the PFTC GIC
Fund, respectively. The balance of the immediate participation
guarantee contract and associated cash on January 1, 1993 is reflected
in the "Fixed Income Fund" column on the accompanying statement of
changes in net assets for the year ended December 31, 1993. In April
1993, transfers of assets from the participant directed portion of the
Common Stock Fund and the PFTC GIC Fund to the five investment funds
described in Note 1 were completed based upon investment elections made
by the Plan's participants.
3. Summary of Significant Accounting Policies:
------------------------------------------
a. Basis of Accounting -
-------------------
The accompanying financial statements are 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 on the accrual basis.
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 PFTC GIC 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 cost plus accumulated
<PAGE>
-10-
earnings. 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
plan benefits are computed based on the historical cost of the Plan
assets.
d. Administrative Expenses -
-----------------------
Administrative expenses of the Plan may be paid by either the
Company or the Plan. During 1993, 1992 and 1991 the Company paid
all administrative expenses relating to the Plan.
4. Federal Income Tax Status:
-------------------------
Although the Plan has received a favorable determination letter dated
August 13, 1986 from the Internal Revenue Service, it has not been
updated for the latest Plan restatement to meet the requirements of the
Tax Reform Act of 1986. However, the Plan Administrator and management
believe that the Plan was designed and 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, 1993.
5. Investments:
-----------
Putnam Fiduciary Trust Company, trustee of the Plan, holds the Plan's
investments and executes transactions therein.
The fair market values of individual assets that represent 5% of more of
the Plan's net assets as of December 31, 1993 and 1992 are as follows:
<TABLE>
<CAPTION>
<S> <C>
1993:
Connecticut Natural Gas Corporation
common stock $8,383,934
The Putnam Fund for Growth and Income 1,337,133
The George Putnam Fund of Boston 852,172
1992:
Connecticut Natural Gas Corporation
common stock $5,704,218
Hartford Life Insurance Company
Immediate Participation Guarantee
Contract #2931B 4,090,728
</TABLE>
6. Concentration of Credit Risk:
----------------------------
All the Plan's assets are invested in the mutual funds managed by
Putnam Investments, Inc. described in Note 1 and the Company's common
stock. In the event of any uncertainties in the financial marketplace
the Plan may be exposed to financial risks.
<PAGE>
-11-
<TABLE>
<CAPTION>
Schedule I
CONNECTICUT NATURAL GAS CORPORATION
-----------------------------------
UNION EMPLOYEE SAVINGS PLAN
---------------------------
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
----------------------------------------------------------
AS OF DECEMBER 31, 1993
------------------------
(Employer Identification Number - 06-0383860)
---------------------------------------------
<S> <C> <C> <C>
Current
Identity of Issue or Party Involved Description of Investment Cost Value
----------------------------------- ------------------------- --------- ----------
Putnam Fiduciary Trust Company GIC Fund Mutual fund comprised of
investment contracts $ 417,354 $ 417,354
Cash 2,610 2,610
----------- -----------
419,964 419,964
----------- -----------
Putnam U.S. Government Income Trust Mutual fund comprised of U.S.
Government securities 552,209 546,179
----------- -----------
The George Putnam Fund of Boston Mutual fund comprised of
common stocks and bonds 848,440 852,172
----------- -----------
The Putnam Fund for Growth and Income Mutual fund comprised of
common stocks 1,295,591 1,337,133
----------- -----------
*Connecticut Natural Gas Corporation Participant directed -
Common stock 2,068,311 2,970,517
Temporary investments 66,023 66,023
----------- -----------
2,134,334 3,036,540
----------- -----------
Non-participant directed -
Common stock 3,769,227 5,413,417
Temporary investments 109,211 109,211
----------- -----------
3,878,438 5,522,628
----------- ----------- <PAGE>
Total Common Stock Fund 6,012,772 8,559,168
----------- -----------
Total Investments $ 9,128,976 $11,714,616
=========== ===========
* Represents a party in interest for the year ended December 31, 1993.
</TABLE>
The accompanying notes are an integral part of this schedule.
<PAGE>
-12-
<TABLE>
<CAPTION>
Schedule II
CONNECTICUT NATURAL GAS CORPORATION
UNION EMPLOYEE SAVINGS PLAN
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1993
(Employer Identification Number - 06-0383860)
<S> <C> <C> <C> <C> <C> <C> <C>
Purchases Sales
----------------------- ------------------------------------------
Identity of Description Number of Purchase Number of Selling Cost of Net Gain
Party Involved of Asset Transactions Price Transactions Price Asset or (Loss)
-------------- -------- ------------ --------- ------------ --------- --------- --------
Putnam Fiduciary Trust Mutual fund
Company GIC Fund comprised of
investment contracts 43 $ 307,039 25 $3,949,059 $3,949,059 $ -
Putnam U.S. Government Mutual fund comprised
Income Trust of U.S. Government
securities 25 578,912 14 20,435 20,499 (64)
The George Putnam Mutual fund comprised
Fund of Boston of common stocks and
bonds 28 889,904 9 29,239 28,155 1,084
The Putnam Fund for Mutual fund comprised
Growth and Income of common stocks 27 1,439,769 11 121,567 120,071 1,496
Connecticut Natural
Gas Corporation Common stock 27 2,580,136 46 538,409 369,244 169,165
Note: For the purpose of this schedule, a reportable transaction is defined as a transaction or a series
of transactions of the same issue or with the same person which involves an amount in excess of 5%
of the current value of plan assets at the beginning of the plan year.
</TABLE>
The accompanying notes are an integral part of this schedule.
<PAGE>
