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
(X) Definitive Proxy Statement
( ) Definitive Additional Materials
( ) Soliciting Material pursuant to Rule 14a-11(c) or Rule 14a-12
CONNECTICUT NATURAL GAS CORPORATION
.................................................................
(Name of Registrant as Specified In Its Charter)
VICTORIA KOLYVAS
.......................................................................
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
(X) $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-
6(j)(2).
( ) $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 or 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:_/
...............................................................
4) Proposed maximum aggregate value of transaction:
...............................................................
_/ Set forth the amount on which the filing fee is calculated and
state how it was determined.
( ) 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 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.
1) Amount Previously Paid:
...............................................................
2) Form, Schedule or Registration Statement No.:
...............................................................
3) Filing Party:
...............................................................
4) Date Filed:
...............................................................
<PAGE>
(LOGO) CONNECTICUT NATURAL GAS CORPORATION - P.O. BOX 1500
100 COLUMBUS BOULEVARD - HARTFORD, CONN. 06144-1500 - (203) 727-3000
December 19, 1994
Dear Shareholder:
You are cordially invited to attend the Annual Meeting of Connecticut
Natural Gas Corporation Shareholders, scheduled to be held on Tuesday,
January 24, 1995, at the office of the Company, 100 Columbus Boulevard,
Hartford, Connecticut, commencing at 10:30 a.m. Your Board of Directors
and management look forward to greeting personally those shareholders able
to attend. Parking will be available.
At the meeting you will be asked to elect three Directors and to
ratify the appointment of the Company's independent public accountants.
You are requested to give prompt attention to these matters which are
more fully described in the accompanying Proxy Statement. You are urged to
read them carefully. Your Board of Directors recommends a vote "FOR"
Proposals 1 and 2.
REGARDLESS OF THE NUMBER OF SHARES YOU OWN, IT IS IMPORTANT THAT THEY
BE REPRESENTED AND VOTED AT THE MEETING, WHETHER OR NOT YOU PLAN TO ATTEND.
ACCORDINGLY, YOU ARE REQUESTED TO EXERCISE YOUR VOTE, SIGN, DATE AND MAIL
THE ENCLOSED PROXY. A postage prepaid return envelope is provided for your
convenience.
Your interest and participation in the affairs of the Company are
sincerely appreciated.
Sincerely,
BY S/ VICTOR H. FRAUENHOFER
VICTOR H. FRAUENHOFER
CHAIRMAN, PRESIDENT &
CHIEF EXECUTIVE OFFICER
<PAGE>
(LOGO)
CONNECTICUT NATURAL GAS CORPORATION
P.O. BOX 1500, 100 COLUMBUS BOULEVARD, HARTFORD, CONNECTICUT 06144-1500
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
December 19, 1994
TO THE SHAREHOLDERS:
The Annual Meeting of Shareholders of CONNECTICUT NATURAL GAS
CORPORATION will be held at the office of the Company, 100 Columbus
Boulevard, Hartford, Connecticut, on Tuesday, January 24, 1995, at
10:30 a.m., for the following purposes:
1. To elect three Directors;
2. To ratify the appointment of a firm of independent public
accountants to audit the books and records of the Company for
the fiscal year ending September 30, 1995; and
3. To transact such other business as may properly come before the
meeting.
The Board of Directors has fixed the close of business on December 6,
1994 as the record date for the purpose of determining shareholders who are
entitled to notice of and to vote at the meeting.
Admission to the Meeting will be by Admission Ticket only. If you
are a shareholder of record or an Employee Savings Plan participant and
plan to attend, please detach your Proxy from your Admission Ticket and
present the ticket for admission to the meeting. If your shares are not
registered in your own name, please advise the shareholder of record (your
bank, broker, etc.) that you wish to attend. That firm will request an
Admission Ticket for you or will provide you with evidence of your
ownership that will enable you to gain admittance to the Meeting.
BY S/ R. L. BABCOCK
REGINALD L. BABCOCK, Vice President,
General Counsel & Secretary
Please fill in, sign, date and mail the accompanying proxy without
delay, even if you expect to be present in person at the Meeting.
<PAGE>
CONNECTICUT NATURAL GAS CORPORATION
P.O. BOX 1500, 100 COLUMBUS BOULEVARD, HARTFORD, CONNECTICUT 06144-1500
PROXY STATEMENT
SOLICITATION OF PROXIES
The accompanying proxy is solicited by the Board of Directors of the
Company for use at the Annual Meeting of Shareholders on January 24, 1995.
The proxy, when signed and received by the Secretary prior to the meeting,
will be voted unless revoked. Any shareholder giving a proxy has the power
to revoke it at any time prior to voting, by giving written notice of
revocation to the Secretary, submitting a properly executed proxy of later
date, or attending the meeting and voting in person. The proxy will be
voted as specified thereon. Unless specifically directed otherwise, all
properly executed proxies will be voted for the election of directors and
for the ratification of the appointment of the indicated auditors.
If a shareholder participates in the Company's Dividend Reinvestment
Plan, any shares held in his or her account will be voted in accordance
with the proxy returned by the shareholder unless other instructions are
received.
Only shareholders of record at the close of business on December 6,
1994 will be entitled to vote at the meeting. On that date there were
9,934,329 shares of Common Stock and 141,480 shares of $3.125 Par Preferred
Stock issued and outstanding, the holders of which are entitled to one vote
per share. There is no provision in the Company's Charter for cumulative
voting.
The outstanding Common Stock and $3.125 Par Preferred Stock of the
Company represented at the meeting will constitute a quorum for the
transaction of business. Under Connecticut law and the governing
instruments of the Company, the affirmative vote of a majority of the
voting power of the shares represented at the meeting which are entitled to
vote is required to elect directors and ratify the appointment of
independent auditors. As a result, abstentions will have the same effect
as negative votes. If a broker or other record holder or nominee indicates
on a proxy that it does not have authority as to certain shares to vote on
a particular matter, those shares will not be considered as present and
entitled to vote with respect to that matter.
<PAGE>
The cost of solicitation of proxies will be paid by the Company. In
addition to the solicitation by use of the mail, directors, officers or
regular employees of the Company may solicit proxies personally or by
telephone or telegraph, and the Company may request persons holding stock
for others in their names or in the names of nominees to obtain proxies
from and send proxy material to their principals, and it may reimburse such
persons for their expense in so doing. The Company has retained the firm
of D.F. King & Co., Inc. to aid in the solicitation of proxies, for which
services the Company will pay a fee not exceeding $8,000.00, plus
out-of-pocket disbursements.
The Company's Annual Report for the fiscal year ended September 30,
1994 is being mailed to shareholders together with this Proxy Statement on
or about December 19, 1994.
ITEM 1 --
ELECTION OF DIRECTORS
The Company's Board of Directors is divided into three classes, and
each class of directors is elected for a three year term. At each Annual
Meeting of Shareholders, directors are elected to succeed those in the
class whose terms are expiring.
The terms of the Class II directors are scheduled to expire on the
date of the Annual Meeting. Mr. Fonteyne, Mr. Mullane, and Mr. Tomasso
have been nominated to succeed themselves as Class II directors. If
elected, they will each fill three year terms that expire at the Annual
Meeting of Shareholders to be held in 1998 or when their successors are
elected and qualified.
<PAGE>
IT IS INTENDED THAT VOTES WILL BE CAST PURSUANT TO THE ENCLOSED PROXY
FOR THE ELECTION OF THE THREE NOMINEES SET FORTH BELOW UNLESS AUTHORITY TO
VOTE FOR ONE OR MORE OF THE NOMINEES IS WITHHELD BY SUCH PROXY, IN WHICH
CASE IT IS INTENDED THAT VOTES WILL BE CAST FOR THOSE NOMINEES, IF ANY,
WITH RESPECT TO WHOM AUTHORITY HAS NOT BEEN WITHHELD. THE THREE NOMINEES
ARE NOW MEMBERS OF THE BOARD OF DIRECTORS. MR. MULLANE AND MR. TOMASSO
WERE ELECTED AS DIRECTORS AT THE ANNUAL MEETING HELD JANUARY 28, 1992 FOR
TERMS OF THREE YEARS. MR. FONTEYNE WAS ELECTED IN 1993 TO SERVE THE THEN
REMAINING TERM FOR CLASS II DIRECTORS. IN THE EVENT THAT ANY OF THE
NOMINEES SHOULD BECOME UNABLE OR UNWILLING TO SERVE AS A DIRECTOR, A
CONTINGENCY WHICH MANAGEMENT HAS NO REASON TO EXPECT, IT IS INTENDED THAT
THE PROXY WILL BE VOTED, UNLESS AUTHORITY IS WITHHELD, FOR THE ELECTION OF
SUCH PERSON, IF ANY, AS SHALL BE DESIGNATED BY THE BOARD OF DIRECTORS. THE
PROXY CANNOT BE VOTED FOR MORE THAN THREE NOMINEES.
BIOGRAPHICAL INFORMATION
The biographical information which follows includes the names and
photographs of the nominees for Class II directorships and of incumbent
Class I and Class III directors; the principal current occupation or
employment of each for the past five years, the number of shares of stock
of the Company reported by each as beneficially owned, directly or
indirectly, as of October 15, 1994, the year each person became a director
of the Company, the age of the director, the Board Committee(s) on which
each serves, and the principal directorships held by such persons and other
affiliations.
-----------------------------------------------------------------
<PAGE>
<TABLE>
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NOMINEES FOR CLASS II DIRECTORS FOR TERMS COMMENCING IN 1995 AND EXPIRING IN 1998
<S> <C>
Name, Age,
Year Elected a Director,
Shares Owned and
Board Committee Membership Principal Occupation and Other Information
-------------------------- ------------------------------------------
President and Chief Executive Officer
Ensign-Bickford Industries, Inc.
HERMAN J. FONTEYNE, 55 Simsbury, Connecticut
1993 ---------------------------------------------------------------------------
1,202 common shares Mr. Fonteyne received his B.S. Degree in Chemical Sciences from Louvain University
Audit Committee in Belgium. After serving in the Belgian Army he started his career with UCB/Fabelta
in their textile manufacturing group. In 1966 he joined Monsanto in Europe where he
held numerous positions in both the Europe/Africa and U.S. Operations before becoming
(PHOTO) Managing Director of Monsanto Agricultural Products Company and Corporate Vice President.
Mr. Fonteyne joined Ensign-Bickford Industries Inc. in 1982 as its President and Chief
Executive Officer. Mr. Fonteyne is a director of Ensign-Bickford Industries, Inc. He
also currently serves on the World Affairs Council Board, the Board of Trustees of the
Hartford Art School, The Board of Regents of the University of Hartford, the Board of
Junior Achievement of North Central Connecticut, and the Executive Council of the
Conference Board. He is a Corporator of Hartford Hospital and The Institute of Living.
Principal, Mullane Enterprises
DENIS F. MULLANE, 64 West Hartford, Connecticut
1973 ---------------------------------------------------------------------------
2,000 common shares Mr. Mullane served four years with the U. S. Army in Germany following his
Audit Committee graduation from the U. S. Military Academy at West Point. Mr. Mullane recently
Committee on Directors retired as Chairman after a 38 year career with Connecticut Mutual Life. He joined
Connecticut Mutual in 1956 as an agent and became its President in 1976 and Chief Executive
(PHOTO) Officer in 1983. He has been active in community and insurance industry affairs throughout
his career. He currently serves as Chairman of the Board of Trustees of The American College,
Bryn Mawr, Pennsylvania and as a member of the Board of the U.S. Chamber of Commerce.
</TABLE>
<PAGE>
<TABLE>
<S> <C>
Name, Age,
Year Elected a Director,
Shares Owned and
Board Committee Membership Principal Occupation and Other Information
-------------------------- ------------------------------------------
Chairman
Tilcon, Inc., U.S.A. Subsidiary of BTR plc
ANGELO TOMASSO, JR., 69 London, England (Construction Aggregates)
1968 New Britain, Connecticut
21,161 common shares ---------------------------------------------------------------------------
Chairman, Compensation Mr. Tomasso received his B.S. in civil engineering from Auburn University.
Committee He is a trustee and past chairman of the Board of Trustees of New Britain
Executive Committee General Hospital, a Founder and past president of Mooreland Hill School,
Committee on Directors Inc., a Corporator of the New Britain YMCA, a director and past president
of The Hundred Club, a Corporator of the Boys' Club of New Britain, a
(PHOTO) director of the National Conference of Christians and Jews, and was a
director of The New Britain Gas Light Company from 1967 to 1968. He has
held his present position with Tilcon, Inc. for three years. For eight
years prior to that he was President and Chief Executive Officer of Tilcon, Inc.
</TABLE>
<PAGE>
<TABLE>
CLASS I DIRECTORS WHOSE TERMS COMMENCED IN 1994 AND EXPIRE IN 1997
-------------------------------------------------------------------
<S> <C>
Name, Age,
Year Elected a Director,
Shares Owned and
Board Committee Membership Principal Occupation and Other Information
-------------------------- ------------------------------------------
President Emeritus
JAMES F. ENGLISH, JR., 67 Trinity College
1970 Hartford, Connecticut
1,500 common shares ---------------------------------------------------------------------------
Audit Committee Mr. English is a graduate of Yale University and holds an M.A. degree from
Cambridge University and a J.D. from the University of Connecticut School
(PHOTO) of Law. He is a director of CIGNA Corporation and Fleet Bank, N.A., Fleet Bank of
Massachusetts, N.A., and Fleet National Bank. He is also Chairman of the Distribution
Committee of the Hartford Foundation for Public Giving and a director of Elderhostel and
the Mystic Seaport Museum.
</TABLE>
<PAGE>
<TABLE>
<S> <C>
Name, Age,
Year Elected a Director,
Shares Owned and
Board Committee Membership Principal Occupation and Other Information
-------------------------- ------------------------------------------
Chairman, President & Chief Executive Officer
Connecticut Natural Gas Corporation
VICTOR H. FRAUENHOFER, 61 Hartford, Connecticut
1978 ---------------------------------------------------------------------------
38,598 common shares Mr. Frauenhofer joined Connecticut Natural Gas Corporation in 1961 and held
Chairman, Committee on various positions until he was elected President in 1983. He was named to the
Directors additional positions of Chief Executive Officer in 1987 and Chairman in 1991.
Executive Committee He is a graduate of Bentley College and Harvard AMP. He is Chairman, President
and a director of each of Connecticut Natural Gas Corporation's subsidiaries.
He serves on the advisory board of the Bank of Boston Connecticut and the Board of
(PHOTO) Directors of Spencer Turbine Company and the Connecticut Capitol Region Growth
Council, Inc. He is a trustee of the Connecticut Policy and Economic Council, Inc.
He is a past chairman of the New England Gas Association and a past member of the
Board of Directors of the American Gas Association.
President and Chief Executive Officer
New Britain General Hospital
LAURENCE A. TANNER, 48 New Britain, Connecticut
1993 ---------------------------------------------------------------------------
370 common shares Mr. Tanner is a graduate of the University of Rhode Island and Yale University where
Compensation Committee he received a Master's degree. Mr. Tanner joined New Britain General Hospital
and its affiliated corporations as President and Chief Executive Officer in 1987. Prior
(PHOTO) to this he was the President and Chief Executive Officer of Bristol Hospital.
Mr. Tanner is a past Chairman of the Association for the Advancement of Medical
Instrumentation, a national organization located in Washington, D.C. In addition, he serves
on the Board of Directors of the New Britain Chamber of Commerce, the Voluntary Hospitals of
America, Southern New England chapter, and the Greater New Britain Visiting Nurse Association.
He is a Corporator of the New Britain/Berlin YMCA, Community Mental Health Affiliates, Inc.,
Hospital for Special Care, and Newington Children's Hospital.
</TABLE>
<PAGE>
<TABLE>
CLASS III DIRECTORS WHOSE TERMS COMMENCED IN 1993 AND EXPIRE IN 1996
----------------------------------------------------------------------------------
<S> <C>
Name, Age,
Year Elected a Director,
Shares Owned and
Board Committee Membership Principal Occupation and Other Information
-------------------------- ------------------------------------------
Partner
Douglas-Bailey & Bennett, Attorneys at Law
BESSYE W. BENNETT, 56 Bloomfield, Connecticut
1987 ---------------------------------------------------------------------------
377 common shares Mrs. Bennett is a 1958 graduate of Radcliffe College with a B.A. Degree in
Audit Committee Government, cum laude. She also holds an M.A. Degree in Education from Trinity
Committee on Directors --- -----
College and a J.D. degree from the University of Connecticut Law School. She
(PHOTO) has been in corporate practice as Associate Counsel and Assistant Vice President
at Society for Savings and from 1983 to 1984 as General Counsel to the Connecticut
State Employees Retirement Commission. From 1985 to 1991 she served as part-
time Deputy Town Attorney for the Town of Bloomfield and from 1992 to 1993 as the Chairman
of the Connecticut Commission on Victim Services. Currently she serves as a
Corporator of the Hartford Public Library and as a trustee of Hartford College for Women,
the Hartford Symphony Orchestra, Children in Placement, Inc., the Greater Hartford
Easter Seal Rehabilitation Center, Inc., the YMCA and the New Samaritan Corporation. She
is also a director of The Trust Company of Connecticut.
</TABLE>
<PAGE>
<TABLE>
<S> <C>
Name, Age,
Year Elected a Director,
Shares Owned and
Board Committee Membership Principal Occupation and Other Information
-------------------------- ------------------------------------------
President
BEVERLY L. HAMILTON, 48 ARCO Investment Management Company
1982 Los Angeles, California
869 common shares ---------------------------------------------------------------------------
Compensation Committee Mrs. Hamilton is a graduate of the University of Michigan where she received
a B.A. with honors. She also studied at New York University's Graduate School of Business.
Mrs. Hamilton is President of ARCO Investment Management Company, a subsidiary of Atlantic
(PHOTO) Richfield, where she is also a Vice President. She served as Deputy Comptroller for the City
of New York for four years. Mrs. Hamilton joined United Technologies in 1980, was elected
Vice President-Investor Relations in 1981 and in 1984 was elected Vice President-Pension
Investments and Investor Relations. For the previous five years she was a Vice President of
Morgan Stanley & Co., Inc. Prior to that she was a Vice President and principal with
Auerbach, Pollak, and Richardson, a trust officer at Manufacturers Hanover, and a research
analyst with ITT Corporation. Mrs. Hamilton is a director of Northeast Savings, the TWA
Pilots Trust Annuity Plan, Connecticut Mutual Investment Association, as well as the Stanford
(University) Management Company, Emerging Markets Growth Fund, and the Brazil Investment Fund.
President and Chief Operating Officer
HARVEY S. LEVENSON, 54 Kaman Corporation
1990 Bloomfield, Connecticut
2,666 common shares ----------------------------------------------------------------------------
Chairman, Audit Committee Mr. Levenson holds B.A. and J.D. degrees from Drake University and an
Executive Committee L.L.M. from Georgetown University. He was an attorney with the Treasury
Compensation Committee Department, Washington, D.C. until 1968. From 1968 to 1982, he practiced
law at the Hartford law firm of Murtha, Cullina, Richter and Pinney. Mr.
(PHOTO) Levenson joined Kaman Corporation in 1982 as Senior Vice President and Chief
Financial Officer. He was appointed President and Chief Operating Officer
of Kaman Corporation in 1990. Mr. Levenson is a director of Kaman
Corporation. He also currently serves on the Board of Directors of Security-
Connecticut Corporation. Mr. Levenson is a Corporator of St. Francis Hospital,
Hartford Hospital, and The Institute of Living.
</TABLE>
<PAGE>
<TABLE>
<S> <C>
Name, Age,
Year Elected a Director,
Shares Owned and
Board Committee Membership Principal Occupation and Other Information
-------------------------- ------------------------------------------
RICHARD J. SHIMA, 55 Chairman, Environmental Warranty, Inc.
1987 West Hartford, Connecticut
2,500 common shares ---------------------------------------------------------------------------
Executive Committee Mr. Shima is a graduate of Harvard University. He served as an officer in
Committee on Directors the U.S. Navy. He is a member of the American Academy of Actuaries,
a trustee of the Hartford Graduate Center and Kingswood-Oxford School, and a
director of Hartford Hospital. He serves as a director of Enhance Financial
(PHOTO) Services, Inc. and the Keystone Mutual Funds. Mr. Shima joined Travelers
Companies in 1961 and held several positions in corporate accounting and finance.
He became Executive Vice President for all casualty-property business in 1980,
Executive Vice President and Chief Investment Officer in 1985, and served as Vice
Chairman and Chief Investment Officer until 1991.
Partner
DEROY C. THOMAS, 68 LeBoeuf, Lamb, Greene & MacRae, L.L.P.
1977 New York, New York
3,153 common shares ---------------------------------------------------------------------------
Chairman, Executive Mr. Thomas is a graduate of Iona College and Fordham Law School. He retired
Committee from The Hartford Insurance Group as Chairman and Chief Executive Officer
Compensation Committee in 1988 having served in various capacities since 1964. In 1983 he was elected
Committee on Directors Executive Vice President of ITT Corporation and President of ITT Diversified
Services. He was elected Vice Chairman of ITT Corporation in 1985, and
President and Chief Operating Officer in 1988. He served in that capacity
(PHOTO) until his retirement in 1991. He is a director of Hartford Fire Insurance
Company, Houghton Mifflin Company, Old State House Association, the World
Affairs Council, and Goodspeed Opera House. He is Chairman of Connecticut
Health System and Corporator of St. Francis Hospital, The Institute of Living,
and the VNA Group. He is a trustee of Fordham University.
</TABLE>
<PAGE>
The indicated shares include shares held by spouses, children and
relatives sharing a director's home as to which beneficial ownership has
been disclaimed and in the case of Mr. Frauenhofer, shares held for his
account in the Company's Employee Savings Plan. Section 16(a) of the
Securities Exchange Act of 1934 requires the Corporation's executive
officers and directors as well as persons who own more than 10% of a
registered class of the Corporation equity securities, to file reports of
ownership and changes of ownership with the Securities and Exchange
Commission and the New York Stock Exchange. Based solely on the
Corporation's review of the copies of such forms received or written
representations from certain reporting persons that no reporting was
required, the Corporation believes during fiscal year 1994 all filing
requirements were met with the following exception. On December 1, 1993
Mr. Thomas acquired 1500 shares of Company stock that are included in the
indicated shares. Mr. Thomas's ownership of these shares was reported in
the Company's 1993 Proxy Statement, however the transaction was reported by
the Company for Mr. Thomas on his September 1994 Form 4 rather than the
January 1994 Form 4 as required.
BOARD COMMITTEES
The Board of Directors has an Audit Committee, a Compensation
Committee, an Executive Committee, and a nominating committee known as the
Committee on Directors.
Audit Committee members are Mr. Levenson, Chairman, Mrs. Bennett and
Messrs. English, Fonteyne and Mullane. This Committee recommends to the
Board of Directors a firm of independent public accountants to audit the
books and accounts of the Company. The Committee reviews the reports
prepared by the independent public accountants and recommends to the Board
any actions deemed appropriate in connection with the reports. The
Company's manager of internal auditing reports annually to the Committee on
internal auditing activities and is authorized to report directly to the
Committee more frequently should the need arise. The Audit Committee held
two meetings during the most recent fiscal year.
<PAGE>
Compensation Committee members are Mr. Tomasso, Chairman, Mrs.
Hamilton and Messrs. Levenson, Tanner and Thomas. The Committee
establishes salaries and benefits for all officers, subject to Board
approval. The Committee reviews all Company compensation and benefit
programs and oversees management of the pension plans. The Compensation
Committee met six times during the most recent fiscal year.
Executive Committee members are Mr. Thomas, Chairman, Messrs.
Frauenhofer, Levenson, Shima and Tomasso. Pursuant to the Bylaws, the
Executive Committee has authority with regard to all business of the
Company when the Board of Directors is not in session, as well as having
powers relating to the finances of the Company. The Executive Committee
met three times during the most recent fiscal year.
The Committee on Directors is composed of Mr. Frauenhofer, Chairman,
Mrs. Bennett and Messrs. Mullane, Shima and Tomasso. This Committee
considers candidates for vacancies on the Board, including written
stockholder recommendations, and recommends nominees to the Board when the
need arises. The Committee met twice during the most recent fiscal year.
The Company's Bylaws provide that in order for a stockholder to nominate a
candidate for election as a director of the Company, a stockholder must
provide written notice to the Secretary of the Company of such
stockholder's intention to so nominate a candidate at least forty-five days
prior to the Annual Meeting of Shareholders.
During the 1994 fiscal year the Board of Directors held eleven
meetings and there were thirteen committee meetings. All directors with
the exception of Mr. Mullane attended at least 75% of the aggregate number
of meetings of the Board and committees on which they serve.
COMPENSATION OF DIRECTORS
During the 1994 fiscal year, Directors received an annual retainer
fee of $8,500 plus $700 for each Board or committee meeting attended. A
chairperson of a committee received $750 for each committee meeting chaired
in lieu of $700. A plan of deferred compensation for services as a
director is made available to directors. No director who also is an
employee of the Company receives any fees for service on the Board.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
Compensation Policy
The Compensation Committee's compensation program for executive
officers, including the Chief Executive Officer, is designed in large
measure to relate total compensation to corporate performance. Such
compensation is comprised of base salary and distributions pursuant to the
Annual Incentive Plan and Executive Restricted Stock Plan. As a result, a
significant percentage of total compensation for the Company's executive
officers is dependent upon corporate financial performance. The program
offers total compensation opportunities which are competitive with other
leading gas utilities and which enable the Company to compete for and
recruit executive talent critical to the Company's long term success.
<PAGE>
1994 Executive Compensation
The first component of each executive's compensation, including the
Chief Executive Officer, Mr. Frauenhofer, is base salary. To determine
base salaries, the Committee chiefly relies upon data for executives in
similar positions in comparable, or peer group, companies and selects as a
target the average salary of this group. Base salaries are targeted to the
average level of industry peers in recognition that the potential for
additional compensation offered by the Annual Incentive Plan and Executive
Restricted Stock Plan provides real incentive to improve corporate
performance and increase shareholder value. To accurately reflect the
labor market available for selection of its executives, the peer group used
by the Company for purposes of determining appropriate levels of executive
compensation is more narrowly defined than the indices it has used below
for its stock performance comparison graph which encompass the broad
spectrum of potential investments available to stockholders.
Under the Annual Incentive Plan, cash awards are made to participants
based upon the attainment of several individual objectives for each
participant, as well as the performance of the Company in the prior fiscal
year. Individual target objectives include cost containment and effective
operational and organizational management. Plan Participants are eligible
for awards that are targeted amounts, stated as percentages of salaries
that range from 5 to 30 percent. The performance of the Company and the
performance of each individual in achieving each specific goal is measured
at year end on a scale from 80 to 120 percent. For awards made in 1994,
corporate performance for 1993 was measured for the regulated and
non-regulated operations using as criteria the Balance Available for Common
Stock (95.5%) and Net Income (87.0%), respectively. The figures in
parenthesis indicate the performance levels achieved in fiscal year 1993.
These results, and the results in meeting individual goals then are applied
to the targeted award to determine the actual award.
<PAGE>
The Executive Restricted Stock Plan promotes the achievement of long
term corporate goals by providing key employees an opportunity to achieve
greater ownership interest in the Company. Under the Plan, 200,000 shares
of the common stock of the Company have been reserved for issuance in the
form of restricted stock awards to principal officers and other key
personnel of the Company who are designated by the Board of Directors as
being eligible to participate. The vesting of all restricted share awards
under the plan is contingent upon "total return" to shareholders over
multi-year periods as compared to a peer group of 19 gas companies. Total
return is comprised of changes in average value of the common stock plus
dividends. Vesting of such awards is also contingent upon continued
employment. A total of 22,146 shares were awarded to nine individuals,
effective October, 1990. The vesting distribution of these 1990 awards
that occurred during fiscal 1994 for the Chief Executive Officer and the
four other most highly compensated officers is shown below in the "LTIP
Payouts" column of the Summary Compensation Table. A total of 23,340
shares were awarded to ten individuals under the Plan, effective October 1,
1993. The 1993 awards made to the Company's Chief Executive Officer and the
four most highly compensated officers are reported in the Long Term
Incentive Plan table which appears below.
Company Performance and CEO Compensation
The foregoing principles and plans were used by the Committee and the
Board of Directors to determine Mr. Frauenhofer's 1994 annual compensation,
as well as compensation levels of the Company's other executive officers.
Accordingly, Mr. Frauenhofer's total compensation was determined with
reference to compensation paid by peer companies, the Company's operational
and financial performance criteria which were achieved in 1993, and the
Committee's overall assessment of his individual performance.
Limitation on Deductibility of Executive Compensation
The Omnibus Budget Reconciliation Act of 1993 added new Section
162(m) to the Internal Revenue Code of 1986, as amended. Section 162(m)
generally denies a publicly held corporation, such as the Company, a
federal income tax deduction for compensation in excess of $1 million per
year paid or accrued for each of its chief executive officer and four other
most highly compensated executive officers. Certain "performance based"
compensation is not subject to the limitation of deductibility provided
that certain stockholder approval and independent director requirements are
met. Final regulations have not yet been adopted under this new Internal
Revenue Code provision.
<PAGE>
Because of the fact that the compensation paid to each of the
Company's executive officers has not exceeded $1 million per year, the
Committee does not believe that the new limitation on deductibility of
executive compensation is currently material to the Company. Nevertheless,
the Committee will continue to review the situation in light of the final
regulations and future events with the objective of achieving deductibility
to the extent appropriate.
Angelo Tomasso Jr., Chairman
Beverly L. Hamilton
Harvey S. Levenson
Laurence Tanner
DeRoy C. Thomas
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
As set forth above, the members of the Compensation Committee for
fiscal year 1994 were Messrs. Tomasso, Chairman, Levenson, Tanner, Thomas
and Mrs. Hamilton. All five members are non employee directors and none
has any direct or indirect material interest in or relationship with the
Company outside of his or her position as director.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
As part of the Company's commercial and industrial marketing program,
the Company loaned $500,000 to New Britain General Hospital in March, 1994.
Laurence Tanner is the President and Chief Executive Officer of the
hospital and a Company director. Angelo Tomasso is a trustee of the
hospital and a Company director. The proceeds of the loan were used to
purchase and install gas air conditioning equipment. The loan is to be
repaid over a five year term at 7.5% interest, however, a portion of the
interest payment may be returned to the hospital on a quarterly basis. As
of December 1, 1994 all payments have been made and the outstanding
indebtedness is $471,489. The foregoing terms are substantially similar to
other transactions the Company has entered into with other large gas
customers.
To the Company's knowledge, there were no other interrelationships
involving either members of the Compensation Committee or other directors
of the Company requiring disclosure in this Proxy Statement.
<PAGE>
SUMMARY EXECUTIVE COMPENSATION
The following table provides certain information relating to the
compensation of the Company's Chief Executive Officer and its four other
most highly compensated executive officers for fiscal year 1994.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
Long Term
Compensation
Annual Compensation Payouts
All
Name and Other LTIP Other
Principal Fiscal Salary Bonus Annual Payouts Comp.
Position Year ($) ($) Comp.(a) ($) ($)(b)
-------- ----- ------ ----- -------- ------- ------
Victor H. Frauenhofer 1994 300,000 77,925(c) 6,969 97,381(d) 84,293
Chairman, President and 1993 289,167 90,280 --- --- 18,533
Chief Executive Officer 1992 264,000 59,450 --- 54,368(e) *
James P. Bolduc 1994 137,450 13,625 225 22,630(d) 21,567
Senior Vice President 1993 120,243 16,300 --- --- 5,736
Financial Services and 1992 115,419 8,150 --- --- *
Chief Financial Officer
Harry Kraiza, Jr. 1994 129,217 26,437 485 38,211(d) 26,062
Senior Vice President 1993 115,637 31,180 --- --- 5,356
Energy Services 1992 105,558 15,250 --- --- *
Anthony C. Mirabella 1994 127,333 19,440 413 20,264(d) 20,788
Vice President- 1993 115,627 23,290 --- --- 7,505
Operations and Chief 1992 107,877 7,600 --- --- *
Engineer
Reginald L. Babcock 1994 123,400 19,591 400 38,543(d) 20,475
Vice President 1993 109,987 20,120 --- --- 3,509
Corporate Services, 1992 102,421 14,700 --- --- *
General Counsel &
Secretary
* Table does not include information for fiscal years ending prior to December 15, 1992.
</TABLE>
<PAGE>
a) Represents amount reimbursed to the officer by the Company for the
payment of taxes. In addition, for Mr. Frauenhofer amount includes
$2,780 which represents unrealized appreciation on deferred
compensation assets.
b) For fiscal year 1994 amounts reported in this column consist of the
following: For Mr. Frauenhofer $17,795 - Unvested Dividends earned
on Restricted Stock, $9,000 - 401(k) Plan, $47,846 - split dollar
life insurance plan, $9,652 Deferred Compensation Plan B; for Mr.
Bolduc $5,980 - Unvested Dividends earned on Restricted Stock, $6,185
- 401(k) Plan, $9,402 - split dollar life insurance plan; for Mr.
Kraiza $7,053 - Unvested Dividends earned on Restricted Stock, $5,815
- 401(k) Plan, $13,194 - split dollar life insurance plan; for Mr.
Mirabella $4,929 - Unvested Dividends earned on Restricted Stock,
$7,640 - 401(k) Plan, $8,219 - split dollar life insurance plan; for
Mr. Babcock $6,076 - Unvested Dividends earned on Restricted Stock,
$3,702 -401(k) Plan, $10,697 - split dollar life insurance plan.
The split dollar life insurance plan is available to officers and
other key employees in conjunction with the group term life insurance
generally provided to salaried employees. Under the plan, the
Company pays the entire amount of the premiums due on the policies
but is generally reimbursed for the aggregate amount of all such
premiums out of the proceeds of the policies if the covered
executives die while the split dollar arrangements are in effect or
out of the built up cash value of the policies if the arrangements
terminate prior to the death of the covered executives. The amounts
set forth above represent the full amount of the premium paid on
behalf of the named executive officers that relates to the term life
insurance portion of the policy plus the dollar value to the
executive of the remainder of the premium paid by the Company during
the fiscal year, projected on an actuarial basis.
For executives who were over the age of 52 at the inception of the
program, the split dollar arrangements provide that the Company will
be reimbursed for the aggregate premiums only in the event of the
death of the covered executive while employed. Of the named
executive officers shown in the table, only Messrs. Frauenhofer and
Mirabella were over the age of 52 at the inception of their policies.
The full amount of the premiums paid on behalf of Messrs. Frauenhofer
and Mirabella during fiscal 1994 was $141,691 and $17,733
respectively.
c) Receipt of the amount indicated was deferred at the election of Mr.
Frauenhofer.
<PAGE>
d) Represents dollar value of vesting distribution of 1990 Restricted
Stock Awards calculated by the closing share price of $32.125 as of
September 30, 1993. The number and value of aggregate Restricted
Stock holdings including dividends reinvested as of September 30,
1994 for each of the listed officers is as follows: for Mr.
Frauenhofer 12,220 shares, value $288,698; for Mr. Bolduc 4,177
shares, value $98,682; for Mr. Kraiza 4,850 shares, value $114,581;
for Mr. Mirabella 3,389 shares, value $80,065; for Mr. Babcock 4,170
shares, value $98,516. Value is calculated using the closing share
price as of September 30, 1994 which was $23.625.
e) Represents awards made under an Executive Long Term Compensation plan
in fiscal year 1992 in the amount of $40,774 cash and stock valued at
$13,594 at the date of award. The Board of Directors terminated this
plan in 1992.
<PAGE>
CHANGE OF CONTROL
The Company has entered into Change of Control Employment Agreements with
its Chief Executive Officer, its four other most highly compensated
officers, and two other officers. The Agreements become effective upon a
Change of Control (as defined therein) and provide that for a period of
three years following a Change of Control in the event of a termination of
covered executive's employment without cause by the Company or for Good
Reason by the executive, the covered executive is entitled to a lump sum
severance payment of between 2 and 3 times his annual salary and annual
bonus, together with three years pension credit and continued welfare
benefits. The Agreement also provides for an additional payment to make
the executive whole for any excise taxes imposed by Section 4999 of the
Internal Revenue Code on payments made to him that are contingent on a
Change of Control.
<PAGE>
LONG TERM INCENTIVE PLAN ("LTIP") AWARDS TABLE
The following table provides information about long term incentive
awards granted during fiscal 1994 to the executive officers named in the
Summary Compensation Table.
<TABLE>
<CAPTION>
LONG TERM INCENTIVE PLANS - AWARDS IN THE LAST FISCAL YEAR
<S> <C> <C> <C> <C>
Estimated Future Payouts
------------------------
Performance or
Other Period
Number of Until Maturation Threshold Maximum
Name Shares or Payout ($) ($)
---- --------- ------------- --------- ---------
Victor H. Frauenhofer 7,000 1997-1999 -0- 248,063.00
James P. Bolduc 2,850 1997-1999 -0- 100,997.00
Harry Kraiza, Jr. 2,800 1997-1999 -0- 99,225.00
Anthony C. Mirabella 2,270 1997-1999 -0- 80,443.00
Reginald L. Babcock 2,130 1997-1999 -0- 75,482.00
</TABLE>
The Executive Restricted Stock Plan (the "Restricted Stock Plan")
provides long term incentives to executive officers and other key employees
of the Company. The Restricted Stock Plan is designed to reward such
executive officers and key employees for the Company's achievement of long
term financial performance in comparison to a peer group of nineteen other
gas utilities. Financial performance is measured over three, four and five
year periods based on the Company's ranking of total shareholder return
against the peer group for the applicable measurement period.
During fiscal year 1994, each of the executive officers named in the
Summary Compensation Table was granted an award of restricted stock, one-
third of which is scheduled to vest during each of 1997, 1988, and 1999,
assuming the performance criteria set forth in the agreements evidencing
the awards are satisfied. The awards will be adjusted upward or downward
at the end of each measurement period, depending on the financial
performance of the Company. If the Company's total shareholder return for
each measurement period is in the top quartile of the peer group, 150% of
the original grant will vest and be distributed. If the Company's total
shareholder return for each measurement period is in the second quartile,
75% of the original grant will vest and be distributed. If the Company's
total shareholder return for each measurement period is in the third
quartile, 25% of the original grant will vest and be distributed. Finally,
if the Company's total shareholder return for each measurement period is in
the fourth quartile, the original grant will be forfeited.
<PAGE>
The amounts set forth in the Long Term Incentive Plan Awards Table
show the range in the value of estimated payouts under the fiscal 1994
awards assuming the Company's total shareholder return for the measurement
periods falls in either the first or fourth quartile of performance. The
amounts set forth are based on the closing price of the Common Stock on
September 30th, 1994 and calculated without regard to the reinvestment of
dividends during the period between the date of grant and the vesting of
the awards. Restricted stock awards were also granted to certain executive
officers and key employees during fiscal 1991. One-third of the 1991
awards vested in fiscal 1994, and the value of the vested awards is
included in the Long term Compensation Payouts column of the Summary
Compensation Table.
RETIREMENT PLANS
The Company maintains two noncontributory defined benefit retirement
plans which provide benefits for certain employees (except for employees
covered by certain collective bargaining agreements) who have completed one
year of continuous service and have met certain age requirements. One such
plan is qualified under the applicable provisions of the Internal Revenue
Code (the "Qualified Plan"), and the other is a nonqualified supplemental
Officers Retirement Plan (the "Officers Plan").
Under the Qualified Plan retirement benefits are computed by
multiplying the average of the employee's five highest consecutive years
annual earnings, including amounts identified in the bonus category of the
Summary Compensation table above, by a specified percentage accrual based
on years of credited service. Benefits accrue at 2% per year of service up
to 30 years of service and thereafter an additional 1% per year up to 35
for a maximum accrual of 65%. Benefits paid under the Qualified Plan are
offset by a portion of the employee's social security benefits. The plan
provides for several optional forms of benefit payments, including a
straight life annuity, various joint and survivor options, and a continuous
and certain benefit option. Employees are fully vested under the Qualified
Plan after five years of continuous service with the Company.
<PAGE>
The Officers Plan covers officers designated by the Board of
Directors. It operates in conjunction with and as a supplement to the
Qualified Plan. The benefits payable under the Officers Plan are
calculated as continuous and certain benefits for unmarried individuals,
and as joint and survivor benefits for married individuals. Benefits paid
under the Officers Plan are based on the highest rate of annual salary paid
to the officer at any time throughout his or her career. For purposes of
the Officers Plan, the salary upon which benefits are based excludes
compensation received pursuant to the Annual Incentive Plan, which amounts
are reflected in the bonus category of the Summary Compensation Table
above. An officer is eligible to receive 60% of salary at age 60 and for
officers with more than 25 years of service there is an additional one
percent accrual for each year over 25 for a maximum accrual of 65% of
salary with 30 years of service. Such benefits are offset by fifty percent
of social security benefits payable to each participant, except in the case
of individuals who were participants on December 31, 1991 if such offset
would reduce the benefit payable to such participant below the benefit that
otherwise would have been paid based upon salaries in effect on December
31, 1991. Also, no officer's benefit will be less than the benefit that
would be received under the Qualified Plan formula without regard to the
application of any Internal Revenue Service limitations on compensation or
benefits payable from a qualified plan in determining the benefit level.
Any benefits under the Officers Plan are also adjusted by (a) the benefits
computed under all other defined benefit pension plans to which the officer
is entitled from the Company or from previous employment and (b) in the
case of any officer who has been employed by the Company for less than
fifteen years at the time of retirement, the proportion that such officer's
years of service are to fifteen. All of the individuals named in the
Summary Compensation Table above have been designated by the Board of
Directors as participants in the Officers Plan.
The credited years of service as of September 30, 1994, for the five
individuals named in the Summary Compensation Table are as follows: Mr.
Frauenhofer, 33 years, Mr. Bolduc, 24 years, Mr. Kraiza, 24 years, Mr.
Mirabella 23 years, and Mr. Babcock 14 years. The estimated annual
benefits payable upon retirement under the plans are as follows: Mr.
Frauenhofer, $188,118; Mr. Bolduc $84,443; Mr. Kraiza, $78,398; Mr.
Mirabella $75,870, and Mr. Babcock $74,563.
<PAGE>
CORPORATE PERFORMANCE GRAPH
The following graph compares the total shareholder returns produced
by the Company over the last five fiscal years to the Standard & Poor's 500
Stock Index ("S & P 500") and the Dow Jones Utility Group. Total return
values for the S & P 500, Dow Jones Utility Group and the Company were
calculated based on cumulative total return values assuming reinvestment of
dividends.
<TABLE>
<CAPTION>
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*
AMONG CONNECTICUT NATURAL GAS, THE S & P 500 INDEX
AND THE DOW JONES INDUSTRIAL INDEX
<S> <C> <C> <C> <C> <C> <C>
Cumulative Total Return
------------------------------------
9/89 9/90 9/91 9/92 9/93 9/94
Connecticut Nat Gas Corp 100 105 132 164 240 187
S & P 500 100 91 119 132 149 155
D J Utilities 100 98 113 124 149 115
</TABLE>
*$100 INVESTED ON 9/30/89 IN STOCK OR INDEX -- INCLUDING REINVESTMENT OF
DIVIDENDS. FISCAL YEAR ENDING SEPTEMBER 30.
<PAGE>
OWNERSHIP OF COMPANY STOCK
The following shows the Company's common stock beneficially owned by
each of the named Executive Officers listed in the Summary Compensation
Table above and the beneficial ownership of all directors and officers as a
group as of November 1, 1994. No officer or director owns preferred stock.
<TABLE>
<CAPTION>
<S> <C> <C>
Amount
Name of Beneficial Beneficially
Title of Class Owner Owned*
-------------- ------------------ ------------
Common Stock, $3.125 Par Value Victor H. Frauenhofer 38,598
Common Stock, $3.125 Par Value James P. Bolduc 9,412
Common Stock, $3.125 Par Value Harry Kraiza, Jr. 8,723
Common Stock, $3.125 Par Value Anthony C. Mirabella 9,331
Common Stock, $3.125 Par Value Reginald L. Babcock 7,678
</TABLE>
<TABLE>
<CAPTION>
<S> <C>
Amount
Beneficially
Owned by all
Officers and
Title of Class Directors
-------------- -------------
Common Stock, $3.125 Par Value................................. 134,451
</TABLE>
_____________________________
*No officer or director owns more than one percent of any class of the
Company's stock. The percentage of shares owned by all officers and
directors as a group is 1.2 percent of the Company's Common $3.125 Par
Value Stock.
The Company is aware of no shareholders who owned beneficially more than 5%
of a class of its voting securities on November 1, 1994.
<PAGE>
ITEM 2 --
APPOINTMENT OF AUDITORS
The Board of Directors has reappointed Arthur Andersen & Co. as auditors
for the fiscal year ending September 30, 1995, subject to shareholder
ratification of such appointment at the Annual Meeting. In the event that
shareholders do not ratify the appointment of Arthur Andersen and Co., the
Board of Directors will consider the selection of other independent
accountants.
Arthur Andersen & Co. has advised the Board of Directors that neither such
firm nor any member nor associate thereof has any financial interest,
direct or indirect, in the Company or any of its subsidiaries or has had
any connection during the past three years with the Company or any of its
subsidiaries in the capacity of promoter, underwriter, voting trustee,
director, officer or employee. A representative of such firm is expected
to be available at the Annual Meeting to respond to appropriate questions
and to be afforded the opportunity to make a statement.
1996 ANNUAL MEETING -- SHAREHOLDER PROPOSALS
Proposals of shareholders which are to be presented at the 1996 Annual
Meeting must be received by the Company to be considered for inclusion in
the proxy statement and form of proxy relating to that meeting no later
than August 22, 1995.
OTHER MATTERS
The Board of Directors and management of the Company do not know of any
other matters that are to be presented for action at the meeting. Should
any other matter come before the meeting, however, the persons named in the
enclosed proxy will have discretionary authority to vote all proxies with
respect to such matter in accordance with their judgment.
BY ORDER OF THE BOARD OF DIRECTORS,
BY S/ R. L. BABCOCK
REGINALD L. BABCOCK, Vice President, General Counsel & Secretary
December 19, 1994
<PAGE>
<TABLE>
<CAPTION>
-- Please mark
| X | your vote
-- as this
_________________
COMMON/PREFERRED
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1 AND 2
<S> <C> <C> <S> <C> <C> <C>
Item 1 -Election of FOR WITHHELD Item 2 - The FOR AGAINST ABSTAIN
directors duly FOR ALL ratification
nominated: H.J. -- -- of proposal -- -- --
FONTEYNE, D.F. MULLANE | | | | to approve | | | | | |
and A. TOMASSO, JR. -- -- the selection -- -- --
of Arthur
Andersen &
Co. as
auditors for
Fiscal Year
ended
September 30,
1995.
</TABLE>
WITHHELD FOR:
(Write that nominee's name in the space
provided below).
________________________________________
WILL ATTEND --
MEETING| |
--
Signature ________________________________ Date _____________
/\FOLD AND DETACH PROXY CARD HERE/\
RETURN PROXY CARD IN ENCLOSED ENVELOPE AFTER COMPLETING, SIGNING AND DATING
Admission Ticket
CONNECTICUT NATURAL GAS CORPORATION
1995 Annual Meeting of Shareholders
Tuesday, January 24, 1995
10:30 a.m.
Connecticut Natural Gas Corporation
100 Columbus Boulevard
Hartford, Connecticut
PLEASE ADMIT Non-Transferable
<PAGE>
December 19, 1994
<BOLD>CONNECTICUT NATURAL GAS CORPORATION -- PROXY FOR ANNUAL MEETING
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS<UNBOLD>
The undersigned hereby appoints V. H. Frauenhofer and D. C. Thomas or
either of them, with power of substitution to each, attorneys for the
undersigned to vote as designated on the reverse hereof and, in their
discretion, upon such other business as may properly come before the
Meeting all shares of stock of the undersigned in Connecticut Natural Gas
Corporation at the Annual Meeting of Shareholders of the Company to be held
at the office of the Company, 100 Columbus Boulevard, Hartford, Connecticut
on the 24th day of January, 1995, at 10:30 a.m., or any adjournment
thereof, with all the powers the undersigned would possess if personally
present thereat.
<BOLD>THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER
DIRECTED ON THE REVERSE SIDE HEREOF. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED "FOR" PROPOSALS 1 AND 2.
THIS PROXY IS CONTINUED ON THE REVERSE SIDE
PLEASE SIGN ON THE REVERSE SIDE AND RETURN PROMPTLY<UNBOLD>
<PAGE>
