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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K
(Mark One)
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (FEE REQUIRED)
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For the fiscal year ended September 30, 1995
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OR,
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
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For the transition period from to
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Commission file number 1-7727
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Connecticut Natural Gas Corporation
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(Exact name of registrant as specified in its charter)
Connecticut 06-0383860
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
100 Columbus Blvd.
P.O. Box 1500
Hartford, Connecticut 06144-1500
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (203) 727-3459
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Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange on
Title of Each Class Which Registered
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Common Stock - $3.125 Par Value New York Stock Exchange
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Securities registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. x
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Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes x No
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State the aggregate market value of the voting stock held by nonaffiliates
of the registrant. (The aggregate market value shall be computed by
reference to the price at which the stock was sold, or the average bid and
asked prices of such stock, as of a specified date within 60 days prior to
the date of filing.)
The aggregate market value of the voting stock held by nonaffiliates
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of the Registrant on November 1, 1995 was $220,297,165.
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Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date (applicable only
to corporate registrants).
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Number of shares of Common Stock outstanding as of the close of business
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on December 11, 1995 was 9,931,279
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DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following documents if incorporated by reference and the<PAGE>
Part of the Form 10-K into which the document is incorporated: (1) Any
annual report to security holders; (2) Any proxy or information statement;
and (3) Any prospectus filed pursuant to rule 424(b) or (c) under the
Securities Act of 1933. The listed documents should be clearly described
for identification purposes.
Definitive Proxy Statement for the Company's February, 1996 Annual
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Meeting (Part III)
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<PAGE>
PART I
ITEM 1. BUSINESS
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General
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Connecticut Natural Gas Corporation (the Company) is an energy provider
headquartered in Hartford, Connecticut. The Company is a Connecticut
corporation organized in 1848. At September 30, 1995, the Company
employed 610 people. The Company is engaged primarily in the distribution
and sale of natural gas at retail in Hartford and 20 other cities and
towns in central Connecticut and in Greenwich, Connecticut. The Company
also provides nonregulated energy-related products and services, primarily
district heating and cooling. The Company considers itself to be
primarily in the energy business. The Company's common stock is traded on
the New York Stock Exchange. Previously issued preferred stock is traded
on the over-the-counter market.
Gas operating revenues were $254,006,000 for the fiscal year ended
September 30, 1995 and were derived approximately 51% from residential
customers, 20% from commercial firm customers, 2% from industrial firm
customers, 12% from interruptible customers, 10% from limited term sales
and 5% from the aggregate of transportation of customer-owned gas, sales
of gas to other utilities, sales to cogeneration facilities, and other
gas-related revenues. There were no sales to affiliated companies. The
gas distribution business contributed 92% of consolidated revenues over
the three fiscal years ending 1995. During the fiscal year ended
September 30, 1995, the peak-day sendout of gas was 258,833,000 cubic feet
which occurred on February 6, 1995.
Segment information for all relevant periods is included in the Notes to
the Financial Statements filed in Part II, Item 8 of this report.
Seasonality
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The Company's operations are seasonal. Most of the Company's gas revenues
and related operating expenses occur during the winter heating season,
October to April. Natural gas usage in the Company's service area is
greater for heating purposes in winter and less for cooling in summer.
Natural gas usage for nonheating purposes remains steady throughout the
year. Accordingly, earnings are highest during the first and second
quarters of the fiscal year, which begins October 1, and the third and
fourth quarters frequently show a net loss. The impact of seasonality on
cash flows is discussed in Item 7. Management's Discussion and Analysis
of Financial Condition and Results of Operations.
The Company's nonregulated district heating and cooling businesses
experience peak loads during the winter heating and summer cooling
seasons.
<PAGE>
Regulatory Jurisdiction
-----------------------
The Company's gas distribution business is subject to regulation by the
Connecticut Department of Public Utility Control (DPUC) as to franchises,
rates, standards of service, issuance of securities, safety practices and
certain other matters. Retail sales of gas by the Company and deliveries
of gas owned by others are made pursuant to rate schedules and contracts
filed with and subject to DPUC approval. In general, the firm rate
schedules provide for reductions in the unit price of gas as greater
quantities are used. The rate schedules contain purchased gas adjustment
provisions as described in Note 1 to the Financial Statements (included in
Part II, Item 8 herein).
Under Connecticut law, the Company's subsidiaries are not public service
companies, and hence they are not subject to regulation by the DPUC.
However, significant intercompany transactions between the Company and
subsidiaries are subject to review and/or approval by the DPUC.
The regulation of interstate sales of natural gas is under the
jurisdiction of the Federal Energy Regulatory Commission (FERC). The
Company is subject to the direct jurisdiction of the FERC for any sales
for resale the Company makes in interstate commerce. The FERC regulates
the Company's pipeline gas suppliers and transporters, and the Company
closely follows and participates in numerous proceedings before FERC.
Through a nonregulated subsidiary, ENI Transmission Company (ENIT), the
Company is a 2.4% equity partner in the Iroquois Gas Transmission System
Limited Partnership (Iroquois) which is subject to regulation by FERC.
Gas Supply
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The Company's current gas supply contract portfolio reflects the results
of a continuing supply diversification strategy. The purpose of such a
strategy is to hold a secure, best cost gas supply portfolio, thereby
maintaining a competitive advantage over the other energy providers.
This, in turn, will enhance growth while continuing to serve existing
customers at the lowest possible cost.
The Company purchases natural gas on a long-term basis from producers and,
when economics dictate, on a short-term basis in the spot market.
Pipeline services purchased include firm and interruptible transportation
service. Gas storage service in the northeast and in the southwest
production area is purchased from both pipelines and storage contractors.
The Company's principal and most economical source of gas is pipeline-
delivered natural gas. The Company also utilizes liquefied natural gas
(LNG) and, to a much lesser extent, propane mixed with air (LP-Air). LNG
is usually more expensive than natural gas, and LP-Air is virtually always
more expensive than natural gas. Therefore, they are used primarily
during the winter months for peak shaving when the demand for gas is
greatest and exceeds deliverable supplies of natural gas through the
pipelines.
The Company currently holds pipeline transportation contracts with
Algonquin Gas Transmission Company (AGT), CNG Transmission Corporation
(CNGT), Iroquois Gas Transmission System (IGTS), National Fuel Gas Supply
Corporation (NFGS), Tennessee Gas Pipeline Company (TGP), Texas Eastern
Gas Transmission Corporation (TETCO), and Transcontinental Gas Pipeline
Corporation (TRANSCO). Supply contracts signed directly with upstream
producers back these transportation contracts.
<PAGE>
The Company has contracted for storage service under which gas available
during the warmer months of the year is stored underground, out of state,
for use during the colder winter months of the year and for balancing
throughout the year.
The gas supply which feeds into the Company's firm transportation rights
on the interstate pipelines has been contracted for directly with
producers of natural gas (Direct Producer Contracts). The Direct Producer
Contracts are diverse in terms of expiration date, supply location, price,
flexibility, etc. as part of the Company's gas supply diversification
strategy.
The Company continues to be very active in the area of purchasing gas
directly from producers both in the spot market and under long-term
arrangements. Currently, the Company purchases all of its gas under such
arrangements. Spot market volumes are those purchased under short-term
arrangements from producers and gas withdrawn from storage which had been
purchased directly from producers for injection to that storage. Spot
market purchases are set by negotiation with the supplier. Previously,
much of the spot market gas was transported under interstate pipelines'
interruptible transportation service, and the long-term producer contracts
were transported under pipelines' firm transportation service. Under FERC
Order 636, the Company expects to more extensively use firm transportation
service and greatly decrease its use of interruptible transportation
service.
Under FERC Order 636, a pipeline may not terminate service to a long-term
firm transportation shipper if that customer elects to exercise a "right
of first refusal" which requires the customer to match the price and
length terms of another offer to continue to purchase such service
following the initial contract term expiration. The price for such
continued firm transportation service would be capped at the maximum price
determined as a just and reasonable rate under FERC jurisdiction.
In addition to its pipeline gas supplies, the Company owns an LNG plant in
Rocky Hill, Connecticut. This plant has the design capacity to liquefy
approximately 6,000 MCF per day and store 1,206,000 MCF. The LNG plant is
not a source of additional gas, but it permits the Company to liquefy and
store gas during the summer and to deliver the stored gas during the
following winter. The plant has the design capacity to vaporize 60,000
MCF per day.
LP-Air is a source of peak shaving supply to the Company. The Company has
approximately 1,000,000 gallons of on-site propane storage which can
produce the equivalent of approximately 16,584 MCF of natural gas per day.
<PAGE>
The following table details the Company's current gas supply contract
portfolio:
<TABLE>
<CAPTION>
CONNECTICUT NATURAL GAS CORPORATION
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CURRENT GAS SUPPLY CONTRACT PORTFOLIO
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<S> <C> <C> <C> <C> <C>
MAXIMUM MAXIMUM
DAILY ANNUAL
RATE QUANTITY QUANTITY EXPIRATION
SOURCE SCHEDULE TYPE (MMBTU) (MMBTU) DATE
------------ ----------- -------------- ----------- ----------- -----------
AGT AFT-1 Transportation 87,030 26,925,332 1996-2004
ANE ANE-1 Supply 25,000 9,125,000 2007
BGI G-1 Supply 2,014 735,110 2003
CNGT FTNN Transportation 6,340 2,314,100 2003
CNGT GSSTE Storage 11,553 1,235,603 2006
CNGT GSS Storage 607 66,755 2000
IGTS RTS-2 Transportation 25,000 9,125,000 2012
Hattiesburg N/A Storage 10,000 100,000 2005
NFGS EFT Transportation 1,915 698,975 1997
NFGS SS-1 Storage 10,909 1,200,000 1996
TETCO CDS Transportation 30,000 10,950,000 2000
TETCO CDS Transportation 1,495 545,675 2012
TETCO FT-1 Transportation 16,970 6,194,050 2000
TETCO FT-1 Transportation 10,571 3,858,415 2000
TETCO FSS-1 Storage 851 51,060 2012
TETCO SS-1 Storage 27,000 1,783,738 2004
TETCO SS-1 Storage 207 14,490 2012
TGP FT-A Transportation 32,652 11,917,980 2000
TGP FT-A Transportation 43,973 16,050,145 2000-2005
TGP SS-NE Storage/Transport 6,174 555,702 2000
TGP FS-MA Storage 13,826 610,003 2000
TGP CGT-NE Transportation 802 292,730 2003
Transco FT Transportation 1,877 685,105 2008
</TABLE>
Regulatory Matters
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In October, 1995, the DPUC issued a final decision on the Company's April,
1995 rate request. This decision allowed the Company to increase its
rates $8,900,000 or 3.64%. The Company had requested an increase of
11.2%, or approximately $28,400,000. This decision also allowed a rate of
return on equity of 10.76% and provided for adequate recovery of all
significant items deferred on the balance sheet, pending recovery, at
September 30, 1995. In addition, the Company has been allowed to defer,
for consideration in future rate proceedings, expenses incurred above
annual levels authorized in current rates for certain areas including:
conservation expenses, economic development expenses and expenditures
related to postretirement benefits. The treatment given these items in
the rate order effectively reduces the impact of the shortfall between the
rate relief requested and the amount which was granted in the final
decision.
The DPUC separated the proceeding into two phases: Phase I addressed the
Company's revenues, operating expenses, revenue requirements and allowed
increase, and Phase II addresses the revenue allocation and rate design of
the revenues awarded in Phase I. New, interim rates, became effective on
October 13, 1995. Final rates are expected to become effective in the
second quarter of fiscal, 1996.<PAGE>
In August, 1995 the DPUC issued a decision requiring the Company to make
certain modifications to its cost study, principally the classification
and allocation of storage plant, distribution mains, distribution
measuring equipment and pipeline demand charges. The decision requires
Connecticut's natural gas distribution companies (LDCs) to unbundle their
gas services, over a certain timetable, in response to the FERC 636
environment, and also required the Company to file revised firm
transportation tariffs. The Company has complied with the decision and
the revised Cost of Service study and revised tariffs will be discussed in
Phase II of the Company's 1995 rate proceeding, as described above. The
DPUC, on its own motion, had initiated a Review of the LDCs Cost of
Service Study (COSS) Methodologies as a followup to its Generic Review of
Connecticut Gas Local Distribution Companies Implementation of the FERC
Order No. 636. This review was intended to address individual LDCs, cost
based COSS unbundling proposals, proposed tariffs for unbundled services,
and the implications of unbundling upon existing Department processes or
activities.
In August, 1995 the DPUC initiated a management audit of the Company. A
draft report is expected to be issued to management in the second quarter
of fiscal, 1996.
In June, 1995, the DPUC issued a decision related to a reopened docket
having to do with regulated propane service provided by LDCs in
Connecticut. The purpose of this proceeding was to end LDCs' rate
subsidies to certain propane customers. The Company has 377 customers
that are affected by this decision. These customers have been served
under the Company's Gas Roots program since the late 1960's and early
1970's, buying propane at natural gas prices pending the extension of
natural gas distribution mains to their areas. The decision outlines
several options under which these propane customers may switch to natural
gas service or switch to a third party supplier, with various financial
incentives.
In March, 1995 the DPUC on its own motion opened a docket in response to a
petition of the Attorney General to examine the issue of executive
compensation. Specifically, the DPUC wanted to determine whether the
compensation of the executives of selected utilities, including the
Company, is consistent with the needs and interests of the ratepayers and
shareholders as delineated in the Connecticut General Statutes. In a
draft decision issued on November 20, 1995, the DPUC established a policy
and specific procedures for Connecticut utilities regarding the review of
each company's executive compensation levels and process in future rate
proceedings.
Environmental Considerations
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The Company has not experienced and does not anticipate any significant
problem in complying with laws and regulations pertinent to its business
concerned with protecting the environment. Additional information
regarding environmental considerations is included in the Management's
Discussion and Analysis of Financial Condition and Results of Operations,
filed in Part II, Item 7 of this report, and the Notes to the Financial
Statements, filed in Part II, Item 8 of this report.
Subsidiary Operations (Consolidated)
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At September 30, 1995, consolidated subsidiaries of the Company included
CNG Realty Corp. (CNGR), ENI Transmission Company (ENIT) and Energy
Networks, Inc. (ENI).
<PAGE>
CNGR, formed in 1977, is a single purpose corporation which owns the
Operating and Administrative Center located on a 7-acre site in downtown
Hartford, CT. This facility is leased to the Company. CNGR engages in no
other business activity. At September 30, 1995, CNGR had an investment in
plant of approximately $17,394,000 and no revenues from unaffiliated
businesses for the year then ended.
ENIT was formed in 1986 to own the Company's 2.4% share of Iroquois.
Iroquois operates a natural gas pipeline which transports Canadian natural
gas into the states of New York, Massachusetts and Connecticut. At
September 30, 1995, ENIT's investment in Iroquois amounted to $4,353,000.
The Company, together with all other partners in Iroquois, has entered
into a Capital Contribution Support Agreement (agreement) to support a
one-year, renewable letter of credit which was issued to Iroquois. ENIT's
support obligation under this agreement amounts to 2.4% of the outstanding
principal on the letter of credit at any time and was approximately
$832,000 at September 30, 1995. ENIT recorded income of $489,000 related
to Iroquois during fiscal 1995, excluding a one-time charge of $500,000
recorded in connection with legal matters relating to Iroquois.
ENI was incorporated in 1982 and is a nonregulated company engaged in the
operations described in the following paragraphs. ENI and its wholly-
owned subsidiary, The Hartford Steam Company (HSC), provide district
heating and cooling (DHC) services to a number of large buildings in
Hartford, CT. ENI's other nonregulated operating divisions offer energy
equipment rentals and property rentals and own a 3,000 square foot
building in Hartford, CT, and a 42,000 square foot building in Greenwich,
CT. ENI formed two additional wholly-owned, nonregulated subsidiaries in
fiscal, 1995: ENServe, Incorporated and ENI Gas Services, Inc.
HSC, incorporated in Connecticut in 1961, owns and operates a central
production plant and distribution system for the processing and
distribution of steam for heating and chilled water for cooling to a
number of offices, stores and other large buildings in downtown Hartford,
CT. HSC's investment in its plant and distribution system was
approximately $41,340,000 as of September 30, 1995. Revenues were
$14,248,000 for the fiscal year then ended, including $385,000 from
affiliated companies.
HSC produces its own chilled water supply for district cooling. Through
September 30, 1995, HSC purchased its steam supply for district heating
and for the production of chilled water from two local cogeneration
facilities. The primary steam facility was located on the Company's
premises in Hartford. This facility was owned by an unrelated third
party, the Hacogen Corporation (Hacogen). The second facility is owned by
the Downtown Cogeneration Associates Limited Partnership (DCA) and sells
steam to HSC under a twenty-year contract. ENI is a 50% partner in the
DCA with two unrelated third parties. The DCA owns and operates a
four(4)-megawatt cogeneration facility on the roof of a downtown Hartford
office complex. Electricity generated from this unit is sold to The
Connecticut Light and Power Company under a twenty-year contract.
During fiscal, 1994 Hacogen indicated a desire to negotiate a termination
of its long-term steam supply contract with HSC. During the fourth
quarter of fiscal, 1995, HSC negotiated a settlement agreement with
Hacogen. According to the terms of the negotiated settlement, Hacogen
terminated its long-term supply contract with HSC, effective September 30,
1995. In October, 1995, HSC resumed producing more costly steam from its
existing boilers which are located on the Company's premises and are
currently providing adequate steam supply for customer requirements. The
nonregulated operations are currently assessing the district heating and
cooling operations to determine future cost control and operational
options.
<PAGE>
During fiscal 1995, ENI provided cogeneration management and consulting
services to DCA. Fees earned for these services for the fiscal year ended
September 30, 1995, were $154,000.
The Capitol Area System (CAS) is a district heating and cooling system
serving a section of the City of Hartford, CT. ENI owns the distribution
system and purchases hot and chilled water from a third party. ENI also
provides marketing services to this third party. ENI's investment in the
CAS was approximately $16,937,000 as of September 30, 1995. Revenues were
$5,624,000 for the fiscal year then ended, including $5,103,000 from sales
of hot and chilled water, $81,000 from marketing services provided and
$440,000 from affiliated companies.
The energy equipment rentals division owns natural gas water heaters and
natural gas conversion burners which it leases to customers in the
residential market. ENI's investment in such rental equipment was
approximately $1,805,000 as of September 30, 1995, and revenues were
$748,000 for the fiscal year then ended. There were no revenues from
affiliated companies. This division is gradually being phased out through
attrition. No additional capital has been invested. The units are
retired either when an equipment failure occurs or when the opportunity
for the sale of a unit exists.
The property management operation owns and manages a 42,000 square foot
building in Greenwich, CT. Approximately 50% of the building is occupied
by the Company as an operating and administrative center servicing the
Greenwich area. The remaining 50% is either currently leased or in
negotiation for lease to unaffiliated businesses. ENI's gross investment
in this building and land was approximately $3,749,000 as of September 30,
1995. This property is under contract to be sold to an unrelated party in
the first quarter of fiscal, 1996. Rental revenues were approximately
$456,000 for the fiscal year ended September 30, 1995, including $313,000
from affiliated companies.
In 1994 energy system operating and maintenance services offered by ENI to
DHC customers were gathered into a separate operating group, Energy
Services, to provide opportunity for growth in both the customer base for
such services and for the scope of services offered to DHC customers, such
as energy conservation services. In 1995 this group was organized into a
new Company, ENServe Corporation (ENServe). During fiscal, 1995 ENServe
purchased the assets of a Connecticut residential and light commercial
heating and air conditioning contractor for $280,000 and now offers
residential, commercial and industrial energy management services
throughout Connecticut. As of September 30, 1995, ENServe has incurred
approximately $300,000 for startup costs. ENServe's investment in its
plant was approximately $106,000 as of September 30, 1995. Revenues were
$499,000 for the fiscal year then ended. There were no revenues from
affiliated companies.
In April, 1995 the Board of Directors approved the Company's 33 1/3%
participation in KBC Energy Services of New England (KBC), a joint venture
partnership with Bay State Gas Company and Koch Gas Services Company. The
Company formed ENI Gas Services, Inc., as a nonregulated, wholly-owned
subsidiary of ENI, to own its interest in this partnership, and the Board
of Directors authorized capital contributions of up to $1,700,000. KBC
markets natural gas supplies, other energy sources and energy management
related services on a nonregulated basis to commercial and industrial end
users, primarily in New England. As of September 30, 1995 ENI Gas
Services had an investment in KBC of approximately $50,000.
<PAGE>
Competition
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The Company competes with suppliers of oil, electricity, coal, propane and
other fuels for cooking, heating, air conditioning and other purposes.
Competition is greatest among the Company's large commercial and
industrial customers who have the capability to use alternative fuels.
The Company has attempted to minimize the volatile effect of this price-
sensitive load through the use of flexible rate schedules which allow gas
pricing to meet alternative-fuel competition; as oil prices fluctuate, so
do the Company's revenues from this class of customers.
The Company currently distributes and sells gas and district heating and
cooling services to its customers without substantial competition from
other gas utilities, cooperatives or other providers of natural gas.
Nonetheless, the impact of FERC Order 636 at the local level is expected
to increase competitive pressures as other providers of gas seek
opportunities to serve the Company's customers. The DPUC has issued a
decision which requires LDCs to unbundle their gas services (See
Regulatory Matters). The Company's new rate design, which is expected to
be approved and effective by the third quarter of fiscal, 1996, will, at a
minimum, result in the availability of firm transportation services for
large commercial and industrial gas end-users, giving those customers the
option to purchase natural gas directly from producers or marketers. The
Company, and all other LDCs, thus become natural gas transporters and
compete with each other, and with other gas marketers and providers, for
the sale of natural gas to such customers.
The Company's customers may also contract for the purchase of their own
supply of gas directly from a pipeline supplier. Any such customer must
also arrange for transportation services from the Company to deliver this
gas to the customer's premises. Transportation of customer-owned gas
reduces the Company's operating revenues because the commodity value of
the gas is paid by the customers directly to other suppliers. Similarly,
the cost of such gas is not included in the Company's expenses since the
gas is not purchased by the Company for resale.
For off-system sales of short-term gas supplies and transportation
services by contract the Company competes, nationwide, with other sellers
and suppliers of natural gas services.
ENI and HSC own and operate district heating and cooling systems
(collectively referred to as DHC) which distribute and sell steam, hot and
chilled water to office complexes and other large buildings in the City of
Hartford. Prior to the potential customer's selection of the heating
and/or cooling technology to be used, DHC competes with suppliers of oil,
electricity, coal, propane and natural gas. Once DHC has been selected,
the competition from alternate fuels is diminished because of the cost of
the equipment necessary to utilize an alternative fuel. However, both new
and existing DHC customers may elect to install their own equipment rather
than to be served by ENI or HSC. At such time, the Company competes with
providers of other fuels to supply the energy for the customer's DHC
operation.
Franchises
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The Company holds franchises, granted by the Legislature of the State of
Connecticut, and other consents which it considers to be valid and
adequate to enable it to carry on its operations, substantially as now
carried on, in each of the communities which it serves.
<PAGE>
ITEM 2. PROPERTIES
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At September 30, 1995, the Company owns gas distribution mains, a natural
gas liquefaction plant, propane gas storage tanks, metering stations, gas
service connections, meters, regulators and other equipment necessary for
the operation of a gas distribution system. Substantially all of the
Company's properties are subject to the lien of the Indenture of Mortgage
and Deed of Trust securing its first mortgage bonds. The properties, in
management's opinion, are maintained in good operating condition. The gas
mains are located principally under public streets, roads and highways.
ENI owns a distribution system located in the Capitol area of Hartford, CT
for the distribution of hot water for heating and chilled water for
cooling. This property was financed with industrial revenue, variable
rate, tax exempt demand bonds secured by a letter of credit with a bank.
ENI also owns and manages a 42,000 square foot building in Greenwich,
Connecticut which is occupied by the Company and other tenants. This
facility enables both the administrative and operating functions of the
Greenwich division of the Company to be consolidated at one site. This
property is under contract to be sold to a third party during the first
quarter of fiscal, 1996. ENI also owns a small building in Hartford, CT.
The energy equipment rentals division of ENI owns water heaters and
conversion burners which it leases to its customers in the residential
market.
HSC owns a central production plant and distribution system, which
includes a chilled water storage tank, in downtown Hartford, CT for the
processing and distribution of steam for heating and chilled water for
cooling. The property is subject to a mortgage and collateral security
agreement which secures debt under HSC's revolving loan agreement.
CNGR owns the Operating and Administrative Center in Hartford which is
leased by the Company. The center is subject to the lien of the Mortgage
Deed under which the CNGR's first mortgage notes are issued.
ITEM 3. LEGAL PROCEEDINGS
-------------------------
In November, 1995, two associations comprised of Connecticut plumbers and
HVAC contractors joined with two individual contractors and filed a class
action suit against the Company and the State's two other local
distribution companies (LDCs), claiming that the LDCs engaged in unfair
trade practices. The action was brought on November 8, 1995, in Middlesex
Superior Court by Connecticut Heating and Cooling Contractors Association,
Inc. et al. and alleges that the LDCs unfairly competed with licensed
plumbers and contractors by performing customer service work using
customer service employees who did not possess State trade licenses. The
plaintiffs are seeking an injunction, unspecified damages, including
treble damages, and certain related remedies.
The LDCs have asserted that such licenses are not required for this work
by virtue of a statutory exemption enacted in 1965 and amended in 1967.
However, in a separate proceeding, a Connecticut Superior Court has upheld
an administrative ruling against the LDCs' position, and the Company is
participating in an appeal of that decision. In 1995, the Connecticut
General Assembly enacted legislation that established on a going-forward
basis a separate procedure for State certification of gas service
employees.
The Company will vigorously defend this claim but, at this early stage,
cannot anticipate the outcome of this matter.
<PAGE>
Two civil and criminal investigations related to environmental issues,
brought against Iroquois in 1992, are still pending. Although no final
agreements have been reached regarding the disposition of these matters,
at September 30, 1995 the Company recognized a charge to Other
income/(deductions) of $500,000 to reflect its proportionate share of the
estimated costs in connection with these legal proceedings. Iroquois is a
partnership of which the Company is a 2.4% owner (See Item 1., Subsidiary
Operations).
The Company is not a party to any other litigation other than ordinary
routine litigation incident to the operations of the Company or its
subsidiaries. In the opinion of management, the resolution of such
litigation will not have a material adverse effect on the Company's
financial condition or results of operations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
-----------------------------------------------------------
There were no matters submitted to a vote of security holders during the
last quarter of the fiscal year ending September 30, 1995.
<PAGE>
Executive Officers of the Registrant
------------------------------------
All executive officers' terms of office are one year.
Victor H. Frauenhofer Age - 62
Chairman, President, Chief Executive Officer and Director
Business experience:
1991 - Present Chairman, President and Chief Executive Officer
1987 - 1991 President and Chief Executive Officer
1983 - 1987 President and Chief Operating Officer
James P. Bolduc Age - 46
Senior Vice President - Financial Services and Chief Financial Officer
Business experience:
1993 - Present Senior Vice President - Financial Services
and Chief Financial Officer
1992 - 1993 Vice President, Consumer Services
1989 - 1991 Vice President, Distribution and Customer Service
1987 - 1989 Vice President Corporate, Regulatory
and Customer Services
1985 - 1987 Vice President Diversified Group
Harry Kraiza, Jr. Age - 46
Senior Vice President - Energy Services
Business experience:
1993 - Present Senior Vice President - Energy Services
1989 - 1993 Vice President, Energy Services
1988 - 1989 Director of Energy Services
1987 - 1988 Director of Customer Service
1984 - 1987 Manager of Customer Service
Reginald L. Babcock Age - 44
Vice President - Corporate Services and General Counsel and Secretary
Business experience:
1993 - Present Vice President - Corporate Services and General Counsel
and Secretary
1989 - 1993 Vice President, General Counsel and Secretary
1985 - 1989 Secretary and Counsel
1983 - 1985 Assistant Secretary and Counsel
Wayne T. Jones Age - 46
Vice President - Planning and Corporate Development
Business experience:
1993 - Present Vice President - Planning and Corporate Development
1992 - 1993 Assistant Vice President, Rates and Regulatory Affairs
1989 - 1992 Director, Rates, Regulatory Planning and Conservation
1988 - 1989 Director, Rates and Regulatory Planning
1987 - 1988 Director, Revenue Requirements and Economic Evaluations
1987 - 1987 Director of Administrative Services
Frank H. Livingston, Age - 59
Vice President - Office of the Chairman
Business experience:
1991 - Present Vice President - Office of the Chairman
1989 - 1991 Vice President, Chief Administrative Officer
1973 - 1989 Vice President Administration
<PAGE>
Executive Officers of the Registrant, (continued)
------------------------------------
Donald H. Ludington Age - 59
Executive Vice President and General Manager, Energy Networks, Inc.
Business experience:
1993 - Present Executive Vice President and General Manager,
Energy Networks, Inc.
1992 - 1993 Vice President and Chief Administrative Officer,
Energy Networks, Inc.
1989 - 1992 Vice President, Energy Networks, Inc.
1986 - 1989 Assistant Vice President, General Manager -
Greenwich Division
1983 - 1986 Assistant Treasurer
Anthony C. Mirabella, Age - 55
Vice President - Operations and Chief Engineer
Business experience:
1993 - Present Vice President - Operations and Chief Engineer
1992 - 1993 Vice President, Distribution/Engineering Services
& Chief Engineer
1989 - 1991 Vice President & Chief Engineer
1988 - 1989 Vice President Nonregulated Operations
1987 - 1988 Vice President Affiliated Resources Corporation
1985 - 1987 Vice President Business Development Group
<PAGE>
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED
-------------------------------------------------------------
SECURITY HOLDER MATTERS
-----------------------
The Company's common stock is listed on the New York Stock Exchange. The
high and low sales prices for each quarterly period during the years ended
September 30, 1995 and 1994 were as presented in the table below. These
prices are based on the New York Stock Exchange Quarterly Market
Statistics report.
<TABLE>
<CAPTION>
QUARTERLY COMMON STOCK PRICES
-----------------------------
1995 1994
-------------------- --------------------
<S> <C> <C> <C> <C>
Fiscal Year High Low High Low
--------------- ------ ------ ------ ------
First Quarter 25 1/4 21 7/8 32 1/4 28
Second Quarter 24 5/8 21 1/4 31 3/4 23 7/8
Third Quarter 25 1/4 21 3/4 28 5/8 24
Fourth Quarter 22 1/2 21 1/4 26 3/8 22 1/2
</TABLE>
There were 10,181 record holders of the Company's common stock at November
1, 1995.
Under Connecticut law, dividends may be paid out of unreserved and
unrestricted retained earnings. Cash dividends are declared on the
Company's common stock on a quarterly basis, and the total amount of
dividends declared was $1.48 per share in 1995 and 1994. Under the most
restrictive terms of the open-end indenture securing the Company's first
mortgage bonds, as amended, retained earnings of $43,299,000 were
available for dividends at September 30, 1995. Except for certain
restrictions relating to the Company's classes of preferred stock as to
which dividends and sinking fund obligations must be paid prior to the
payment of common stock dividends, there are no other restrictions on the
Company's present or future ability to pay such dividends. The Company
expects that cash dividends will continue to be paid in the future.
<PAGE>
ITEM 6. SELECTED FINANCIAL DATA
--------------------------------
<TABLE>
<CAPTION>
FIVE-YEAR SUMMARY OF CONSOLIDATED OPERATIONS
(Thousands of Dollars)
<S> <C> <C> <C> <C> <C>
1995 1994 1993 1992 1991
------ ------ ------ ------ ------
Operating revenues $275,185 $290,662 $265,337 $236,189 $213,825
Net income applicable
to common stock:
Continuing operations $ 16,957 $ 17,637 $ 16,788 $ 15,197 $ 12,273
Discontinued operations
and gain on disposal $ - $ - $ - $ - $ 517
Accounting change $ - $ - $ - $ - $ 1,779
Earnings per share:
Continuing operations $ 1.71 $ 1.85 $ 1.76 $ 1.75 $ 1.44
Discontinued operations
and gain on disposal $ - $ - $ - $ - $ .06
Accounting change $ - $ - $ - $ - $ .21
Total assets $465,039 $458,554 $444,585 $397,570 $370,854
Long-term obligations $150,390 $154,193 $137,984 $121,621 $111,111
Cash dividends declared
per common share $ 1.48 $ 1.48 $ 1.46 $ 1.44 $ 1.40
Dividend payout ratio 86.6% 80.0% 83.0% 82.3% 81.9%
P/E ratio 13 13 18 13 12
Market price as a %
of book value -
year-end 146.8% 162.0% 225.6% 175.2% 156.4%
</TABLE>
(Certain amounts for 1994 and prior years have been reclassified to conform
with 1995 classifications.)
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
------------------------------------------------------------------------
RESULTS OF OPERATIONS, SEPTEMBER 30, 1995
-----------------------------------------
(Thousands of Dollars Except for Per Share Data)
Connecticut Natural Gas Corporation (the Company) is an energy provider
engaged primarily in the regulated distribution and sale of natural gas.
Nonregulated energy-related products and services, primarily district
heating and cooling, are provided through wholly-owned subsidiaries.
Net income applicable to common stock and earnings per share for the
three fiscal years ended September 30, 1995, 1994 and 1993 were $16,957
($1.71), $17,637 ($1.85) and $16,788 ($1.76), respectively. Earnings
in 1995 include two nonrecurring items: a gain of $.24 per share
relating to a negotiated settlement for the termination of a steam
supply contract; and a charge of $(.05) per share in connection with
legal matters related to the Company's 2.4% interest in the Iroquois Gas
Transmission System (Iroquois)(See Other Income/(Deductions) and Legal
Proceedings). Without the effect of these two items, net income
applicable to common stock and earnings per share would be $15,078
($1.52) for the fiscal year ended September 30, 1995.
Warmer winter heating season weather, and the resulting decline in
average use per customer, is the principal reason for the lower earnings
recorded in fiscal 1995. Higher interest expense also reduced earnings,
but the benefits of lower operating expenses and a lower overall
effective income tax rate partially offset these negative earnings
impacts. The most significant benefits to earnings in 1994 came from
higher rates, colder weather and a lower overall effective tax rate due
to additional flow- through income tax deductions. Increased charges
against earnings in 1994 included expenses for uncollectibles and
employee benefits costs for an early retirement program. Other
important contributing factors to all years include changes in the mix
of sales, customer usage, the cost of natural gas and related profit
margins.
RESULTS OF OPERATIONS
---------------------
Gas Operating Margin
Gas operating margin is equal to gas revenues less the cost of gas and
Connecticut gross revenues tax. The following table presents revenues,
gas operating margin and gas throughput for fiscal 1995, 1994 and 1993,
respectively:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
1995 1994 1993
---- ---- ----
Gas Revenues $254,006 $267,752 $242,922
======== ======== ========
Gas Operating Margin $103,267 $109,949 $ 96,129
======== ======== ========
Gas Throughput (mmcf)
Firm Sales 21,361 24,260 23,492
Interruptible Sales 8,554 8,463 9,426
Off-System Sales 16,265 9,144 7,622
Transportation Services 7,695 7,325 7,912
------- ------- -------
Total System Throughput 53,875 49,192 48,452
======= ======= =======
</TABLE>
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
------------------------------------------------------------------------
RESULTS OF OPERATIONS, SEPTEMBER 30, 1995 (continued)
----------------------------------------------------
Significant, sustained changes in weather dramatically impact the
proportionate contribution to operating margin by the firm and
interruptible customer classes, due to required shifts in overall
throughput mix (See table of gas revenues, operating margin and
throughput, above) and the different per unit margin contributed by each
customer class. Firm sales contribute the highest per unit operating
margin of all customer classes because they require firm delivery of
natural gas to supply their needs. Thus, changes in firm sales produce
the greatest impact to gas operating margin. Increased average new
customers partially offset the impact of warmer weather in fiscal, 1995.
Weather during fiscal 1995 was 14% warmer than 1994 and 5% warmer than
normal. Most significantly, the warmer weather occurred during the
winter heating season. The result was lower use per customer and
reduced sales, especially to the firm class of customers.
Higher firm rates, effective December, 1993 (See Rate Matters),
amplified by the impact of higher volumes of firm sales, because of
colder weather, are the principal reasons for the increase in gas
operating margins in fiscal 1994.
A portion of on-system sales is interruptible, and related margin earned
above a prescribed target level is shared with firm ratepayers, as
directed by the Connecticut Department of Public Utility Control (DPUC).
Both the October, 1995 and December, 1993 rate decisions increased the
margin sharing target. Interruptible margins exceeded the target for
the measurement period which ended in the first quarter of fiscal, 1995,
making a portion of these margins subject to refund to firm customers
during 1995. No interruptible margin earned in the measurement period
ending in fiscal, 1994 qualified for such sharing. Interruptible per
unit margins have been higher each year since 1993 because of variations
in related gas costs.
Off-System Limited Term Sales (LTS), made possible by Federal Energy
Regulatory Commission (FERC) Order No. 636, permit the Company to market
short-term gas supplies and transportation services by contract with
customers nationwide. LTS have increased significantly over the last
three years. However, LTS contribute the smallest per unit operating
margin. The significance of this sales program is that the Company acts
as an independent marketer of off-system natural gas and transportation,
enabling the Company to generate additional operating margin from a
source not restricted by the capacity of the Company's own distribution
system or curtailment limitations driven by system demand.
Off-system sales are also made to other utilities when supplies and
capacity are available. Operating results for such off-system sales did
not impact operating margin through 1995 because their recognition in
income had been deferred pending a regulatory decision on their
treatment. The October, 1995 DPUC rate decision established a sharing
mechanism for these sales, effective in fiscal 1996. Transportation
services have produced steady contributions, the result of consistent
levels of customers and per unit operating margins.
Operating and Maintenance Expenses
Lower operating and maintenance expenses were recorded in fiscal 1995.
Total labor costs are lower because of the ten percent reduction in the
nonunion workforce accomplished in 1994 through a voluntary early
retirement program (VERO). Lower uncollectibles expense was recorded
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
------------------------------------------------------------------------
RESULTS OF OPERATIONS, SEPTEMBER 30, 1995 (continued)
----------------------------------------------------
because of lower customer receivables, the result of fewer sales due to
the warmer weather. Costs related to computer rentals and maintenance
are lower because of renegotiated contracts. Employee benefits and
pension expenses are lower in 1995 because of the absence of additional
one-time expenses recorded in 1994 related to the VERO. Several other
expense items are lower in 1995 because of the absence of write-offs
taken in 1994 to recognize deferred expenses disallowed in the December,
1993 DPUC rate decision. The cost of outside purchased services is also
lower in 1995. These benefits to operating and maintenance expenses are
somewhat offset by higher union wages and benefits, from renegotiated
contracts, and higher corporate insurance expenses.
Slow economic recovery in the region continues to challenge the Company
in the area of uncollectibles. This was recognized by the DPUC in its
October, 1995 and December, 1993, decisions which allowed the Company to
recover a higher rate of uncollectibles expense beginning in fiscal,
1994 (See Notes 1 and 2 to the financial statements).
Operations and Maintenance expenses were significantly higher in fiscal,
1994, as compared to 1993, reflecting the recognition of several
significant items, including higher uncollectibles, an early retirement
program and pension and benefit expenses. The Company also experienced
higher costs for labor, conservation programs, environmental monitoring
services, regulatory commission expenses and outside purchased services.
Some of these increases are the result of 1994 recognition of expense
items which had been deferred pending the DPUC approval of their
recovery (See Rate Matters and Note 2 to the financial statements).
Income Taxes
The Company's overall effective tax rate has declined from year to year,
due to additional flow-through tax deductions relating to costs of
removal and capitalized information system.
In October, 1994 the Company received formal approval from the Internal
Revenue Service (IRS) to deduct, for tax purposes, current as well as
certain prior incurred cost of removal expenses associated with
retirements of plant and equipment. During fiscal 1995 and 1994 the
Company recorded income tax benefits of $1,973 and $444, respectively,
related to prior years' cost of removal expenses allowed by the IRS.
The total current period income tax benefits related to cost of removal
that were recorded by the Company were $368 in 1995 and $449 in 1994.
Overall, the 1995 and 1994 benefit to earnings from cost of removal
deductions were $.24 per share and $.09 per share, respectively.
Additional flow-through amortization deductions associated with a major
capitalized information system have provided a benefit to fiscal 1995
and 1994 earnings of $.06 and $.11 per share, respectively, from lower
income taxes.
A State of Connecticut audit of the Company's 1989 through 1992 state
sales tax returns is in progress at this time. Management does not
believe that the outcome of the audit will be significant to future
results or operations.
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
------------------------------------------------------------------------
RESULTS OF OPERATIONS, SEPTEMBER 30, 1995 (continued)
----------------------------------------------------
Depreciation
The increase in depreciation reflects the Company's continued investment
in depreciable plant and higher rates allowed for the regulated
operations in the December, 1993 rate decision (See Rate Matters and
Note 2 to the financial statements). Plant costs continue to increase
year to year because of price increases for goods and services and
higher per unit internal costs associated with the installation of new
and replacement of existing distribution system mains and services.
Other Income/(Deductions)
Two nonrecurring items were recorded in fiscal 1995. During the fourth
quarter of fiscal, 1995 the Company negotiated a termination agreement
with the nonregulated operations' primary steam supplier. As a result
of this settlement the Company recorded a one-time, pretax benefit of
$4,124. After income taxes of $2,168, this is equivalent to $2,379 or
$.24 per share. The second nonrecurring item recorded in fiscal, 1995
was a charge of $500, or $(.05) per share, to reflect the Company's
proportionate share of expenses in connection with legal matters related
to Iroquois (See Steam Supply and Legal Proceedings and Note 10 to the
financial statements).
Setting aside these nonrecurring items, more other income was recorded
in fiscal 1995, principally because of lower promotional advertising
expenses associated with certain specific programs which were completed
in 1994 and more income from merchandise sales. These benefits were
partially offset by an estimated $400 of costs associated with the
termination of the Company's Gas Roots program which were recognized in
fiscal, 1995, as directed by the DPUC (See Rate Matters). Higher
promotional advertising expenses and lower income from merchandise sales
were partially offset by lower insurance costs and higher interest
income in fiscal 1994. Partially offsetting these same higher costs in
1993 is the allowance for funds used during construction (AFUDC) related
to the development of a new customer information system (CIS/DCIS).
Equity in partnership earnings primarily reflect the income contribution
from the Company's 2.4% interest in Iroquois.
Interest and Debt Expense
Long-term debt interest has increased from year to year because of
additional issues of debt for the funding of construction expenditures.
Other interest relates primarily to interest on short-term borrowings
and interest associated with pipeline refunds and deferred gas costs.
Short-term interest has fluctuated as a result of changes in interest
rates, short-term cash requirements and conversions to long-term debt.
Average borrowings were lower in 1995, offsetting higher interest rates.
However, higher interest related to pipeline refunds received and
deferred gas costs offset the benefits of short-term debt interest. In
1994, average borrowings were higher but interest rates were lower.
In 1993, the Company recorded the benefit of a higher AFUDC (debt
component) related to the development of the new CIS/DCIS system (See
Other Income/(Deductions)). There has been no similarly large project
and related AFUDC benefit in 1994 or 1995.
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
------------------------------------------------------------------------
RESULTS OF OPERATIONS, SEPTEMBER 30, 1995 (continued)
----------------------------------------------------
Rate Matters
In October, 1995, the DPUC issued a decision which allowed the Company
to increase its rates $8,900 or 3.64%. The Company had requested an
increase of 11.2%, or approximately $28,400. This decision allowed a
rate of return on equity of 10.76% and provided for adequate recovery of
all significant items deferred on the balance sheet, pending recovery,
at September 30, 1995. In addition, the Company has been allowed to
defer, for consideration in future rate proceedings, expenses incurred
above annual levels authorized in current rates for certain areas
including: conservation expenses, economic development expenses and
expenditures related to postretirement benefits. The treatment given
these items in the rate order effectively reduces the impact of the
shortfall between the rate relief requested and the amount which was
granted in the final decision.
The DPUC conducted this proceeding in two phases. New, interim rates,
based on a review of the Company's revenue requirements, became
effective on October 13, 1995. Final rates are expected to become
effective in the second quarter of fiscal, 1996, following a review of
the Company's cost of service study and proposed rate design.
On June 30, 1995, the DPUC issued a decision related to a reopened
docket having to do with regulated propane service provided by natural
gas utilities (LDCs) in Connecticut. The purpose of this proceeding was
to end LDCs' rate subsidies to certain propane customers. The Company
has 377 customers that are affected by this decision. These customers
have been served under the Company's Gas Roots program since the late
1960's and early 1970's, buying propane at natural gas prices pending
the extension of natural gas distribution mains to their areas.
As a result of this DPUC decision these customers have been given the
option to become natural gas customers, purchase propane from other
vendors, convert to alternate fuels or purchase propane from the Company
at natural gas rates. The DPUC ordered the Company to offer customer
incentives to encourage these customers to switch from propane to an
alternate fuel supply, including natural gas, to facilitate the
execution of this DPUC decision. An estimated $400 of costs associated
with the termination of the Gas Roots program were recognized in fiscal,
1995.
In December, 1993, the DPUC issued a final decision on the Company's
rate request, authorizing an increase to the Company's rates of $7,600
or 2.8% and allowing a return on equity of 11.2%. The Company had
requested an increase of 9.6%, or approximately $25,000. New rates
became effective for service rendered on or after December 16, 1993.
Although the rate decision did not provide the full increase requested,
the DPUC approved recovery of all significant items deferred on the
balance sheet, pending recovery, at September 30, 1993. In addition,
the Company had been allowed to defer for consideration in future rate
proceedings expenses incurred above annual levels authorized in current
rates for certain areas including: conservation expenses, economic
development expenses, expenditures related to postretirement benefits,
potential costs related to environmental remediation and the shortfall
on collection of accounts receivable from hardship customers who are
protected by statute from service termination during the winter months.
The overall effect of the treatment given these items in the rate order
was to reduce the impact of the shortfall between the rate relief
requested and the amount which was granted in the final decision.
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
------------------------------------------------------------------------
RESULTS OF OPERATIONS, SEPTEMBER 30, 1995 (continued)
----------------------------------------------------
FERC Order No. 636
The Company began to incur FERC Order 636 transition costs from its
pipeline suppliers in June, 1993. These costs are expected to be billed
to the Company over three years.
In July, 1994 the DPUC issued a decision allowing the LDCs to recover
these costs from amounts which would otherwise have been refunded to
customers and providing the LDCs the opportunity, if necessary, for
surcharges to customers' future bills. Through September 30, 1995 the
Company has paid and recovered $10,364 of an estimated $15,000 of
transition costs.
In the opinion of management, the Company has available a sufficient
number of recovery mechanisms to provide for the full recovery of its
estimated transition cost liability. For this reason, management
believes that FERC Order 636 transition costs will not have a material
impact on the Company's financial condition or results of operations.
The estimated unpaid liability of $4,636 at September 30, 1995 is
included in Accounts Payable and Accrued Expenses.
The DPUC decision also requires the LDCs to unbundle their gas services.
This will result, at a minimum, in the availability of firm
transportation services for large commercial and industrial gas end-
users, giving those customers an option to purchase natural gas directly
from producers or marketers and relegating the LDCs to the role of
natural gas transporters. The Company has offered both firm and
interruptible transportation service for several years and, through its
LTS program, acts as a marketer of natural gas. On the basis of this
experience management believes that the Company is well positioned for
this next stage of the FERC 636 environment and the further unbundling
of its gas services. However, management cannot predict the future
effects of FERC 636 on its financial condition or results of operations.
The Company's rates for unbundled services are being reviewed as part of
the rate design related to the October, 1995 rate decision and are
expected to be effective by the third quarter of fiscal, 1996.
Nonregulated Operations
The contribution to net income from nonregulated operations is
predominantly generated from district heating and cooling operations
(DHC) and was $.49, $.35 and $.29 per share in 1995, 1994 and 1993,
respectively. The $.49 earned in 1995 includes $.24 per share from a
negotiated settlement for the termination of a steam supply contract
(See Other Income/(Deductions)) and $.25 from regular operations. The
lower contribution from regular operations in fiscal 1995 reflects the
combined impacts of lower steam and chilled water customer load, lower
steam sales, because of warmer winter weather, and lower spring chilled
water sales from cooler spring weather. These are partially offset by
higher hot water sales from additional customer load. Higher interest
rates on variable rate long-term debt, start-up expenses related to the
establishment of two new nonregulated ventures and higher expenses
related to equipment rentals also reduced nonregulated operations'
contribution to net income in 1995.
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
------------------------------------------------------------------------
RESULTS OF OPERATIONS, SEPTEMBER 30, 1995 (continued)
----------------------------------------------------
Higher nonregulated earnings in 1994 reflect the net benefit to income
from higher DHC rates and more steam and hot water sales during a colder
winter. The benefit of higher rates is partially offset by lower
chilled water sales because of lower customer usage and the DHC's
decision to defer the third year phase-in of higher chilled water
service rates which was scheduled for January, 1994.
Excepting the nonrecurring charge recorded in 1995, additional
contribution to earnings from nonregulated operations has been realized
each year from the Company's equity in the earnings of Iroquois (See
Other Income/(Deductions)).
Steam Supply
The nonregulated operations are party to long-term contracts for the
purchase of steam.
Through fiscal 1995 the nonregulated operations' primary supply of steam
was a cogeneration facility located on the Company's premises and owned
by an unrelated third party, the Hacogen partnership (Hacogen). During
fiscal 1994 Hacogen indicated a desire to negotiate a termination of its
long-term steam supply contract with the Company. During the fourth
quarter of fiscal, 1995, the nonregulated operations negotiated a
settlement agreement with Hacogen. According to the terms of the
negotiated settlement, Hacogen terminated its long-term supply contract
with the Company, effective September 30, 1995. The nonregulated
operations are to receive consideration of $9,519, representing the
payment of all past due amounts owed by Hacogen and certain additional
amounts as a result of the contract termination. As of September 30,
1995, $4,967 was received. The balance is due in December, 1995. The
1995 pretax, nonrecurring income related to this settlement was $4,124.
In October, 1995, the nonregulated operations resumed producing more
costly steam from the existing boilers which are located on the
Company's premises and are currently providing adequate steam supply for
customer requirements. The nonregulated operations are currently
assessing the district heating and cooling operations to determine
future cost control and operational options.
LIQUIDITY AND CAPITAL RESOURCES
-------------------------------
The regulated gas operations are the principal segment of the Company's
business, and a substantial portion of the Company's cash is obtained
during the winter heating season. The Company manages its seasonal cash
requirements, primarily to fund gas purchases and customer accounts
receivable, by using cash flows generated from operations and short-term
financing from lines of credit.
Cash flows from operations are generally sufficient to satisfy the
nonregulated operations' cash requirements. Existing credit lines are
used to balance seasonal variations in available cash resources.
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
------------------------------------------------------------------------
RESULTS OF OPERATIONS, SEPTEMBER 30, 1995 (continued)
----------------------------------------------------
Cash Flows from Operating Activities
Cash flows from operations funded both investing and financing
activities in fiscal 1995. In 1994 and 1993 cash flows from operations
together with cash flows from financing activities satisfied the needs
for cash for investing activities. Cash flows from operations are
substantially higher in 1995, primarily because of the receipt and
retention of natural gas pipeline refunds. The DPUC has allowed the
Company to retain approximately $16,000 of these refunds to offset FERC
636 transition costs and certain accounts receivable amounts forgiven
for hardship customers (See Notes 1 and 2 to the financial statements).
Other refunds are ultimately returned to customers as reductions to
their bills but provide temporary working capital for the regulated gas
operations.
The proceeds from the October, 1994 issue of Common Stock were used by
the regulated operations to reduce short-term debt, to permanently
finance construction expenditures, and for working capital in fiscal
1995. These needs would otherwise have been met by cash from operations
or by additional short-term financing. Higher firm natural gas
operating margins, because of higher rates, effective December, 1993,
and higher sales volumes because of colder weather are principally
responsible for higher cash flows from operations experienced in fiscal
1994.
On an on-going basis the cost of gas and volumes of gas sold are the
principal factors which influence cash flows from operations from year
to year. The price of natural gas impacts the amount of purchased gas
costs subject to refund or recovery. The volumes of gas sold magnify
the impact of changing prices. The Company's average per unit commodity
cost of gas was highest in 1993. Margins earned from LTS, interruptible
and transportation services add some to the amount of cash available to
pay for the expenses of operations.
In 1993 the Company received its first cash distributions from its 2.4%
partnership interest in Iroquois (See Note 1 to the financial
statements). Cash distributions will vary from year to year depending
on Iroquois' cash available for reserve requirements and its decision to
retain cash to support the cost of capital projects. Distributions of
$168, $240 and $1,154 were received from Iroquois in 1995, 1994 and
1993, respectively.
Investing Activities
Construction expenditures in 1995, 1994 and 1993 were $26,839, $27,859
and $25,531, respectively. The Company estimates its consolidated
construction expenditures for fiscal, 1996 to be approximately $25,000.
The future anticipated construction programs for the gas operations
include an accelerated replacement program for certain cast iron and
bare steel pipe in the natural gas distribution system. Other
construction expenditures from 1996 to 1999 for the nonregulated
operations include $2,200 for compliance with Clean Air Act
requirements. The Company plans to fund capital expenditures and other
commitments through a combination of sources.
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
------------------------------------------------------------------------
RESULTS OF OPERATIONS, SEPTEMBER 30, 1995 (continued)
----------------------------------------------------
During fiscal 1995 the Company positioned itself to expand its existing
energy management services activities and to build on its existing
energy marketing expertise by establishing two nonregulated
subsidiaries, ENServe Corporation and ENI Gas Services, Inc. These new
companies are wholly-owned by the Company's wholly-owned, nonregulated
subsidiary, Energy Networks, Inc. (ENI). Although the overall invested
amounts, either individually or together, are not material, these
investments make it possible for the Company to participate in expanded
geographic areas and in additional nonregulated energy markets.
ENI's energy services operating group was formed in 1994 to gather
together ENI's energy system operating and maintenance services offered
to district heating and cooling customers. In 1995 this group was
organized into a new company, ENServe Corporation (ENServe). During
fiscal, 1995 ENServe purchased the assets of a Connecticut residential
and commercial heating and air conditioning contractor and now offers
residential, commercial and industrial energy management services
throughout Connecticut. As of September 30, 1995, ENServe has incurred
approximately $300 for startup costs.
In April, 1995 the Board of Directors approved the Company's 33 1/3%
participation in KBC Energy Services of New England (KBC), a joint
venture partnership with Bay State Gas Company and Koch Gas Services
Company. The Company formed ENI Gas Services, Inc. to own its interest
in this partnership, and the Board of Directors authorized capital
contributions of up to $1,700. As of September 30, 1995, the Company's
investment in KBC was minimal. KBC markets natural gas supplies, other
energy sources and energy management related services on a nonregulated
basis to commercial and industrial end users, primarily in New England.
Financing Activities
The Company uses short-term debt to finance the seasonal build-up of gas
inventories and other working capital requirements. Capital
expenditures are also temporarily funded with short-term debt. The
Company raises short-term funds through the use of available bank lines
of credit and revolving credit agreements (See Note 8 to the financial
statements). Long-term debt and equity issues are used in a balanced
fashion to reduce outstanding short-term debt and to permanently finance
completed construction.
In October, 1994 the Company sold 392,200 shares of its $3.125 par
Common Stock at $22.75 per share. The Company received net proceeds of
approximately $8,500 which were used by the regulated operations to
retire existing short-term borrowings and for working capital.
In June, 1994, with the approval of the DPUC, the Company established
its Series B Medium Term Note (MTN) program which permits the issue of
up to $75,000 of unsecured MTNs over a four-year period at maturities
not exceeding thirty years, under varying terms. In July, 1994 the
Company issued $10,000 of MTNs at 7.82%, due 2004, with no call
provisions or sinking fund requirements. In August, 1994 the Company
issued $5,000 of MTNs at 8.12%, due 2014, with no call provisions or
sinking fund requirements and $5,000 of MTNs at 8.49%, due 2024,
callable after 2004, with no sinking fund requirements. The proceeds
were used by the regulated operations to refinance $15,000 of existing
short-term debt, and the remaining $5,000 was used for working capital.
The average interest rate of the retired short-term debt was 4.85%.
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
------------------------------------------------------------------------
RESULTS OF OPERATIONS, SEPTEMBER 30, 1995 (continued)
----------------------------------------------------
In December, 1994 the Company replaced a $5,000 unsecured line of credit
with a bank with an unsecured commercial revolving credit agreement for
use by the nonregulated operations. Under this agreement the
nonregulated operations can borrow up to $5,000 through December 15,
1997, with a 1/5 of 1% annual facility fee on the line of credit. The
interest rate is based upon the Certificate of Deposit, Eurodollar or
Cost of Funds rate plus a variable margin and is determined at the time
of each borrowing.
In September, 1994, an expiring $9,000 secured line of credit used by
the nonregulated operations was replaced with a secured line of credit
for $5,000, through October, 1997. There is a 1/5 of 1% commitment fee
on the unused line of credit. The interest rate is based upon the
Certificate of Deposit, Libor or money market rate plus a variable
margin, determined at the time of each borrowing.
Restrictive Covenants
Under the most restrictive terms of the indenture securing the Company's
First Mortgage Bonds, retained earnings of $43,299 are available for
dividends at September 30, 1995. Dividends paid on common and preferred
stock in fiscal 1995 were $14,761. The Company is prohibited from,
among other things, paying dividends on common stock and purchasing,
redeeming or retiring common stock, if dividends on preferred stock are
in arrears.
Environmental Matters
There are three sites on which are located the Company's former gas
manufacturing facilities. The Company has not been required to
undertake any remedial activities on these sites by any state or federal
agency since 1989. The Company will continue to review the condition of
these sites. No determination has been made as to whether any
remediation will be required. The Company expects to be able to recover
in rates any environmental remediation costs that it may incur in the
future with respect to manufactured gas sites.
In 1990 the owner of property adjacent to one of these sites claimed
that contaminants similar to residues from gas manufacturing activities
were present on its property. The Company is unable to predict the
outcome of this matter.
The Company is also a potentially responsible party (PRP) in connection
with the Ellis Road Superfund site. Outside counsel has advised the
Company that it does not expect the Company's maximum liability with
respect to this site to exceed $10.
Legal proceedings
Two civil and criminal investigations related to environmental issues,
brought against Iroquois in 1992, are still pending. Although no final
agreements have been reached regarding the disposition of these matters,
at September 30, 1995, the Company has recognized a nonrecurring charge
of $500, to reflect its proportionate share of estimated costs in
connection with these legal matters (See Other Income/(Deductions)).
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
------------------------------------------------------------------------
RESULTS OF OPERATIONS, SEPTEMBER 30, 1995 (continued)
----------------------------------------------------
In November, 1995, two associations comprised of Connecticut plumbers
and HVAC contractors joined with two individual contractors and filed a
class action suit against the Company and the State's two other local
distribution companies (LDCs), claiming that the LDCs engaged in unfair
trade practices. The action was brought on November 8, 1995, in
Middlesex Superior Court by Connecticut Heating and Cooling Contractors
Association, Inc. et al. and alleges that the LDCs unfairly competed
with licensed plumbers and contractors by performing customer service
work using customer service employees who did not possess State trade
licenses. The plaintiffs are seeking an injunction, unspecified
damages, including treble damages, and certain related remedies.
The LDCs have asserted that such licenses are not required for this work
by virtue of a statutory exemption enacted in 1965 and amended in 1967.
However, in a separate proceeding, a Connecticut Superior Court has
upheld an administrative ruling against the LDCs' position, and the
Company is participating in an appeal of that decision. In 1995, the
Connecticut General Assembly enacted legislation that established on a
going-forward basis a separate procedure for State certification of gas
service employees.
The Company will vigorously defend this claim but, at this early stage,
cannot anticipate the outcome of the matter.
The Company is not a party to any other litigation other than ordinary
routine litigation incident to the operations of the Company or its
subsidiaries. In the opinion of management, the resolution of such
litigation will not have a material adverse effect on the Company's
financial condition or results of operations.
EFFECTS OF REGULATION
The Company's natural gas distribution business is subject to regulation
by the DPUC. The Company prepares its financial statements in
accordance with the provisions of Statement of Financial Accounting
Standards No. 71, "Accounting for the Effects of Certain Types of
Regulation" (SFAS No. 71). SFAS No. 71 requires a cost-based, rate-
regulated enterprise such as the Company to reflect the impact of
regulatory decisions in its financial statements. In certain
circumstances, SFAS No. 71 requires that certain costs and/or
obligations (such as incurred costs not currently recovered through
rates, but expected to be so recovered in the future) be reflected in a
deferred account in the balance sheet and not be reflected in the
statement of income until matching revenues and/or expenses are
recognized.
In the application of SFAS No. 71, the Company follows accounting
policies that reflect the impact of the rate treatment of certain events
or transactions that are permitted to differ from generally accepted
accounting principles. The most significant of these policies include
the recording of an unfunded deferred income tax liability, with a
corresponding unrecovered receivable, for temporary differences
previously flowed through to ratepayers, regulated assets pending future
recovery, regulated assets recovered over time as directed by the DPUC
and the method of depreciation utilized for certain property. The DPUC
permits recovery of depreciation on the operating and administrative
center, owned by the Company's wholly-owned subsidiary, CNG Realty
Corp., under a DPUC-approved sinking fund method through 2010. The
overall impact of annual depreciation expense under this method, versus
straight line depreciation recovery, is not material to the overall
statement of operations.
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
------------------------------------------------------------------------
RESULTS OF OPERATIONS, SEPTEMBER 30, 1995 (concluded)
----------------------------------------------------
It is the Company's policy to continually assess the recoverability of
costs recognized as regulatory assets and the Company's ability to
continue to account for its activities in accordance with SFAS No. 71,
based on each regulatory action and the criteria set forth in SFAS No.
71. Based on current regulation and recent DPUC decisions, the Company
believes that its use of regulatory accounting is appropriate and in
accordance with the provisions of SFAS No. 71.
NEW ACCOUNTING STANDARDS
In March, 1995 the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 121, "Accounting for the
Impairment of Long-Lived Assets and Long-Lived Assets to be Disposed Of"
(SFAS No. 121). This statement requires that long-lived assets be
reviewed for impairment whenever events indicate that the carrying
amount of any asset may not be recoverable. The Company has the option
to adopt SFAS No. 121 in fiscal 1996 or fiscal 1997 and does not expect
that the adoption will have a material impact on its overall financial
condition or results of operations.
INFLATION AND CHANGING PRICES
Inflation impacts the prices the Company must pay for operating and
maintenance expenses and construction costs. The Company's rate
schedules for natural gas and DHC sales include provisions that permit
changes in gas costs and service costs, respectively, to be passed on to
customers. The Company attempts to minimize the effects of inflation on
other costs through cost control, productivity improvements and
regulatory actions where appropriate.
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
----------------------------------------------------
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
----------------------------------------
To the Stockholders and The Board of Directors
of Connecticut Natural Gas Corporation:
We have audited the accompanying consolidated balance sheets and
consolidated statements of capitalization of Connecticut Natural Gas
Corporation (a Connecticut Corporation) and subsidiaries as of September
30, 1995 and 1994, and the related consolidated statements of income,
common stock equity and cash flows for each of the three years in the
period ended September 30, 1995. These financial statements are the
responsibility of the Company'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 consolidated financial statements referred to above
present fairly, in all material respects, the financial position of
Connecticut Natural Gas Corporation and subsidiaries as of September 30,
1995 and 1994, and the results of their operations and their cash flows
for each of the three years in the period ended September 30, 1995, in
conformity with generally accepted accounting principles.
As explained in the notes to the financial statements, effective October
1, 1993, the Company changed its method of accounting for income taxes
and postretirement benefits other than pensions.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The schedule listed in the
schedule index is presented for purposes of complying with the
Securities and Exchange Commission's rules and is not part of the basic
financial statements. This schedule has been subjected to the auditing
procedures applied in the audits of the basic financial statements and,
in our opinion, fairly states in all material respects the financial
data required to be set forth therein in relation to the basic financial
statements taken as a whole.
S/ Arthur Andersen LLP
-------------------------------
(ARTHUR ANDERSEN LLP)
Hartford, Connecticut
November 21, 1995
<PAGE>
<TABLE>
<CAPTION>
Consolidated Balance Sheets
September 30, 1995 and 1994
(Thousands of Dollars)
Assets
<S> <C> <C>
1995 1994
---- ----
Plant and Equipment:
Plant in service $ 451,843 $ 428,366
Construction work in progress 3,564 2,762
--------- ---------
455,407 431,128
Less-Allowance for depreciation 133,314 119,392
--------- ---------
322,093 311,736
--------- ---------
Investments, at equity 5,743 5,147
--------- ---------
Current Assets:
Cash and cash equivalents 3,042 1,126
Accounts receivable (less allowance for
doubtful accounts of $4,590 in 1995
and $4,017 in 1994) 26,914 24,376
Accrued utility revenue 5,093 3,714
Inventories 14,511 18,326
Prepaid expenses 6,095 10,107
Recoverable purchased gas costs - 3,769
--------- ---------
Total Current Assets 55,655 61,418
--------- ---------
Other Assets:
Unrecovered future taxes 51,634 46,759
Recoverable transition costs 4,636 6,925
Other assets 25,278 26,569
--------- ---------
Total Other Assets 81,548 80,253
--------- ---------
$ 465,039 $ 458,554
========= =========
The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Consolidated Balance Sheets (Concluded)
September 30, 1995 and 1994
(Thousands of Dollars)
Capitalization and Liabilities
<S> <C> <C>
1995 1994
---- ----
Capitalization (see accompanying statements):
Common stock equity $ 150,111 $ 139,481
Preferred stock, not subject to
mandatory redemption 904 909
Long-term debt 150,390 154,193
--------- ---------
301,405 294,583
--------- ---------
Current Liabilities:
Current portion of long-term debt 3,921 3,791
Notes payable and commercial paper 4,200 18,500
Accounts payable and accrued expenses 46,341 37,906
Refundable purchased gas costs 2,300 -
Accrued taxes 2,021 3,543
Accrued interest 4,518 4,236
--------- ---------
Total Current Liabilities 63,301 67,976
--------- ---------
Deferred Credits:
Deferred income taxes 37,985 36,916
Unfunded deferred income taxes 51,634 46,759
Investment tax credits 3,423 3,644
Refundable taxes 3,365 3,275
Accrued transition costs - 1,925
Other 3,926 3,476
--------- ---------
Total Deferred Credits 100,333 95,995
--------- ---------
Commitments and Contingencies
--------- ---------
$ 465,039 $ 458,554
========= =========
The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Consolidated Statements of Income
For the Years Ended September 30, 1995, 1994 and 1993
(Thousands of Dollars Except for Per Share Data)
<S> <C> <C> <C>
1995 1994 1993
---- ---- ----
Operating Revenues $ 275,185 $ 290,662 $ 265,337
Less: Cost of energy 147,764 155,547 145,904
State gross revenues tax 11,296 11,863 11,095
--------- --------- ---------
Operating Margin 116,125 123,252 108,338
--------- --------- ---------
Operating Expenses:
Operations 45,311 48,361 39,709
Maintenance 7,917 7,683 7,469
Depreciation and amortization 16,977 15,507 12,649
Income taxes 9,430 13,353 13,438
Local property taxes 5,148 5,259 5,090
Other taxes 2,183 2,177 1,797
--------- --------- ---------
86,966 92,340 80,152
--------- --------- ---------
Operating Income 29,159 30,912 28,186
--------- --------- ---------
Other Income/(Deductions),
net of income taxes:
Allowance for equity funds used
during construction 106 21 607
Equity in partnership earnings 1,032 868 970
Other income/(deductions) (872) (1,007) (614)
Nonrecurring items 3,624 - -
Income taxes (1,839) (113) (552)
--------- --------- ---------
2,051 (231) 411
--------- --------- ---------
Interest and Debt Expense, net:
Interest on long-term debt 12,158 10,997 9,985
Other interest 1,650 1,573 1,782
Allowance for borrowed funds used
during construction (70) (14) (404)
Amortization of debt expense 453 422 379
--------- --------- ---------
14,191 12,978 11,742
--------- --------- ---------
Net Income 17,019 17,703 16,855
Less-Dividends on Preferred Stock 62 66 67
--------- --------- ---------
Net Income Applicable to Common Stock $ 16,957 $ 17,637 $ 16,788
========= ========= =========
The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Consolidated Statements of Income (Concluded)
For the Years Ended September 30, 1995, 1994 and 1993
(Thousands of Dollars Except for Per Share Data)
<S> <C> <C> <C>
1995 1994 1993
---- ---- ----
Net Income Applicable to Common Stock $ 16,957 $ 17,637 $ 16,788
========= ========= =========
Average Common Shares Outstanding
During the Period 9,926,980 9,539,695 9,527,772
========= ========= =========
Income Per Average Share of
Common Stock $ 1.71 $ 1.85 $ 1.76
========= ========= =========
Dividend Per Share of Common Stock $ 1.48 $ 1.48 $ 1.46
========= ========= =========
The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Consolidated Statements of Cash Flows
For the Years Ended September 30, 1995, 1994 and 1993
(Thousands of Dollars)
<S> <C> <C> <C>
1995 1994 1993
---- ---- ----
Cash Flows from Operations: $ 54,262 $ 24,929 $ 20,729
-------- -------- --------
Cash Flows from Investing Activities:
Capital expenditures (26,839) (27,859) (25,531)
Other investing activities (1,242) (1,890) (9,186)
-------- -------- --------
Net cash used in investing activities (28,081) (29,749) (34,717)
-------- -------- --------
Cash Flows from Financing Activities:
Dividends paid (14,761) (14,184) (13,999)
Issuance of common stock 8,474 - 16,913
Other stock activity, net (5) (763) (16)
Issuance of long-term debt - 20,000 35,100
Principal retired on long-term debt (3,673) (4,653) (19,354)
Short-term debt (14,300) 4,000 (3,450)
-------- -------- --------
Net cash provided (used) by
financing activities (24,265) 4,400 15,194
-------- -------- --------
Increase (Decrease) in Cash and
Cash Equivalents 1,916 (420) 1,206
Cash and Cash Equivalents at
Beginning of Year 1,126 1,546 340
-------- -------- --------
Cash and Cash Equivalents at
End of Year $ 3,042 $ 1,126 $ 1,546
======== ======== ========
The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Consolidated Statements of Cash Flows (Concluded)
For the Years Ended September 30, 1995, 1994 and 1993
(Thousands of Dollars)
<S> <C> <C> <C>
1995 1994 1993
---- ---- ----
Schedule Reconciling Earnings to
Cash Flows from Continuing Operations:
Income $ 17,019 $ 17,703 $ 16,855
-------- -------- --------
Adjustments to reconcile income
to net cash:
Depreciation and amortization 17,216 16,296 13,028
Provision for uncollectible
accounts 4,886 6,582 3,469
Deferred income taxes, net 897 8,538 915
Equity in partnership earnings (1,032) (868) (970)
Cash distributions received from
investments 168 240 1,154
Changes in assets and liabilities:
Accounts receivable (5,571) (9,047) (4,340)
Accrued utility revenue (1,379) 918 (339)
Inventories 3,815 2,087 (7,073)
Purchased gas costs 6,069 (7,527) (8,564)
Prepaid expenses 4,012 (6,728) (1,021)
Accounts payable and accrued expenses 7,671 (927) 10,011
Other assets/liabilities 491 (2,338) (2,396)
-------- -------- --------
Total adjustments 37,243 7,226 3,874
-------- -------- --------
Cash flows from
operations $ 54,262 $ 24,929 $ 20,729
======== ======== ========
Supplemental Disclosures of Cash Flow
Information:
Cash Paid During the Year for:
Interest $ 11,330 $ 10,138 $ 8,794
======== ======== ========
Income taxes $ 8,967 $ 9,972 $ 9,837
======== ======== ========
The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Consolidated Statements of Capitalization
September 30, 1995 and 1994
(Thousands of Dollars)
<S> <C> <C>
1995 1994
---- ----
Common Stock Equity:
Common stock, $3.125 par value, authorized
20,000,000 shares, issued 9,934,496 shares
in 1995 and 9,542,296 shares in 1994,
outstanding 9,931,279 shares in 1995 and
9,539,079 shares in 1994 $ 31,045 $ 29,820
Capital in excess of par value 74,018 66,657
Retained earnings 45,522 43,264
-------- --------
150,585 139,741
-------- --------
Less: Unearned compensation - restricted
stock awards (371) (157)
Treasury stock, 3,217 shares in 1995 and 1994 (103) (103)
-------- --------
150,111 139,481
-------- --------
Preferred Stock, Not Subject to Mandatory
Redemption:
$3.125 par value, 8%, noncallable, authorized
915,204 shares in 1995 and 916,952 shares
in 1994, issued and outstanding 139,732 shares
in 1995 and 141,480 shares in 1994, entitled to
preference on liquidation at $6.25 per share 437 442
$100 par value, callable, authorized 9,999,634
shares in 1995 and 9,999,635 shares in 1994
6% Series B, issued and outstanding 4,670
shares in 1995 and 4,671 shares in 1994 467 467
-------- --------
904 909
-------- --------
Long-Term Debt:
First Mortgage Bonds -
8.8%, due 2001 12,000 14,000
9.16%, due 2004 18,000 18,000
Industrial Revenue Demand Bonds -
1986 and 1988 series,
weighted average interest rate of
3.857% in 1995 and 2.677% in 1994, due 2006 12,800 13,400
First Mortgage Notes -
10.5%, due 2010 1,030 1,058
Secured Note, 6.89%, due 2010 14,075 14,495
Secured Term Note, 10.72%, due 1997 1,406 2,031
Unsecured Medium Term Notes -
6.48%, due 1997 10,000 10,000
7.61% to 7.82%, due 2002 to 2004 20,000 20,000
6.85% to 8.12%, due 2012 to 2014 30,000 30,000
8.96% to 9.1%, due 2016 to 2017 30,000 30,000
8.49%, due 2024 5,000 5,000
Less - Current Maturities (3,921) (3,791)
-------- --------
150,390 154,193
-------- --------
$301,405 $294,583
======== ========
The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Consolidated Statements of Common Stock Equity
For the Years Ended September 30, 1995, 1994 and 1993
(Thousands of Dollars Except for Share Data)
Common Stock
------------------- Capital in
Number of Par Excess of Treasury Unearned Retained
Shares Value Par Value Stock Compensation Earnings
--------- ------- ---------- -------- ------------ ---------
<C> <C> <C> <C> <C> <C> <C>
Balance at September 30,
1992 8,792,056 $27,476 $52,497 $ (2) $ (308) $36,888
Public offering 750,000 2,344 14,217 - - -
Issuance through dividend
reinvestment and employee
benefit plans 136 - 4 - - -
Net income after preferred
dividends - - - - - 16,788
Issuance of treasury stock 104 - 1 2 - -
Amortization and
adjustment of restricted
shares - - 196 - 151 -
Dividends - - - - - (13,932)
--------- ------- ------- ------ ------ --------
Balance at September 30,
1993 9,542,296 29,820 66,915 - (157) 39,744
Net income after preferred
dividends - - - - - 17,637
Purchase of restricted
stock awards - - - - (728) -
Amortization and
adjustment of restricted
shares (3,217) - (258) (103) 728 -
Dividends - - - - - (14,117)
--------- ------- ------- ------ ------ --------
Balance at September 30,
1994 9,539,079 29,820 66,657 (103) (157) 43,264
Public offering 392,200 1,225 7,249 - - -
Net income after preferred
dividends - - - - - 16,957
Amortization and
adjustment of restricted
shares - - 112 - (214) -
Dividends - - - - - (14,699)
--------- ------- ------- ------ ------ --------
Balance at September 30,
1995 9,931,279 $31,045 $74,018 $ (103) $ (371) $45,522
========= ======= ======= ====== ====== ========
The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>
<PAGE>
NOTES TO FINANCIAL STATEMENTS
(In thousands of dollars, except per share amounts)
September 30, 1995
1. Summary of Significant Accounting Policies:
Principles of consolidation-
The consolidated financial statements represent the Connecticut Natural Gas
Corporation (the Company), including its wholly-owned nonregulated
subsidiaries: Energy Networks, Inc. (ENI), ENI Transmission Company (ENIT)
and CNG Realty Corp. (CNGR). All significant intercompany transactions and
accounts have been eliminated in consolidation. Certain prior year amounts
have been reclassified to conform with current year classifications.
Revenues-
Revenues are recorded based on the amount of product delivered to customers
through the end of the accounting period. Regulated gas operations
revenues are based on rates authorized by the Connecticut Department of
Public Utility Control (DPUC).
The Company is required to provide service to residential customers within
its defined service territory and is precluded by the DPUC from
discontinuing service to hardship residential customers during a winter
moratorium period (November - April). The Company reviews new customers'
credit worthiness and may request security deposits based on that review.
In compliance with Connecticut law, the Company has a receivable
forgiveness program for qualified hardship natural gas customers. The
total payments made by these customers and energy assistance funds received
on their behalf are matched and forgiven by the Company. Amounts forgiven
are deferred and recovered from ratepayers in a future period in accordance
with DPUC treatment as outlined in the Company's October, 1995 rate
decision (see Note 2). At September 30, 1995 and 1994, deferred balances
of $7,500 and $5,700, respectively, are included in other assets pending
future amortization and recovery from ratepayers.
Purchased gas costs-
The Company passes on to its firm customers increases or decreases in gas
costs from those reflected in its tariff charges. In accordance with this
procedure, any current under or over-recoveries of gas costs are charged or
credited to the cost of gas and included in current assets or liabilities.
Such amounts are collected or refunded in subsequent periods under
purchased gas adjustment provisions.
Allowance for funds used during construction-
In the ordinary course of business an allowance for funds used during
construction (AFUDC) is calculated on the construction of physical assets
(such as gas mains and services and certain computer systems) which exceed
a minimum cost threshold and are constructed over an extended period of
<PAGE>
NOTES TO FINANCIAL STATEMENTS (Continued)
(In thousands of dollars, except per share amounts)
time. AFUDC is computed at the weighted average cost of capital allowed by
the DPUC for the regulated operations and at current borrowing rates for
the nonregulated operations. The AFUDC included in the statements of
income in fiscal 1993 is primarily related to the Company's new customer
information and distribution/construction information system which went
into operation in 1993.
Plant-
Plant is stated at original cost which includes indirect costs consisting
of payroll taxes, pension and other employee benefit costs, general and
administrative costs, and, for certain long-term construction projects,
AFUDC.
Substantially all of the plant of the regulated operations is subject to
the lien of the Indenture of Mortgage and Deed of Trust securing its First
Mortgage Bonds. Most properties of the nonregulated operations are also
subject to the liens associated with their term loans or letters of credit
(see Notes 7 and 8).
Depreciation-
The Company and its subsidiaries, except CNGR, provide depreciation on a
straight-line basis. The rates applied by the regulated operations are
approved by the DPUC. The current allowed rates were increased in the
December, 1993 rate decision (see Note 2) and include a cost of removal and
salvage factor. Such rates were equivalent to a composite rate of 4.2% in
1995 and 1994 and 3.7% in 1993, excluding the operating and administrative
center. The operating and administrative center, owned by CNGR, is being
depreciated under a DPUC approved sinking fund method through 2010. The
overall impact of annual depreciation expense under this method, versus
straight-line depreciation recovery, is not material to the overall
statement of operations.
The depreciation rates for nonregulated depreciable plant were 3.7% in 1995
and 3.3% in 1994 and 1993.
Cash and cash equivalents-
Cash in excess of daily requirements is invested in short-term interest
bearing securities with maturities of three months or less.
Investments-
Investments at September 30, 1995 include $4,922 for ENIT's 2.4% ownership
interest in the Iroquois Gas Transmission System Partnership (Iroquois).
Iroquois owns and operates a natural gas pipeline which transports Canadian
natural gas into New York State, Massachusetts and Connecticut. The
Company also has a $771 (50% ownership) investment in the Downtown
Cogeneration Associates Limited Partnership (DCA) which owns and operates a
cogeneration facility in Hartford, CT. In the last quarter of fiscal 1995,
the Company contributed $50 to become a 33 1/3% partner in KBC Energy
Services of New England (KBC), a joint venture partnership with Bay State
<PAGE>
NOTES TO FINANCIAL STATEMENTS (Continued)
(In thousands of dollars, except per share amounts)
Gas Company and Koch Gas Services Company. KBC markets natural gas
supplies, other energy sources and energy management related services on an
unregulated basis to commercial and industrial end users, primarily in New
England. There was minimal activity in KBC in fiscal, 1995. The Company
has committed to a total investment of $1,700 in KBC. These investments
are being accounted for on the equity method of accounting.
Inventories-
Gas inventories are stated at their weighted average cost. Other
inventories are stated at the lower of cost or market using the first-in,
first-out or average cost method.
Accounting for the Effects of Regulation-
The Company's natural gas distribution business is subject to regulation by
the DPUC. The Company prepares its financial statements in accordance with
the provisions of Statement of Financial Accounting Standards No. 71,
"Accounting for the Effects of Certain Types of Regulation" (SFAS No. 71).
SFAS No. 71 requires a cost-based, rate-regulated enterprise such as the
Company to reflect the impact of regulatory decisions in its financial
statements. In certain circumstances, SFAS No. 71 requires that certain
costs and/or obligations (such as incurred costs not currently recovered
through rates, but expected to be so recovered in the future) be reflected
in a deferred account in the balance sheet and not be reflected in the
statement of income until matching revenues and/or expenses are recognized.
The Company records regulatory assets and liabilities based on prior rate
orders issued by the DPUC, which provide a mechanism for recovery in
regulated rates, or on historical rate treatment, which provides evidence
as to the probability of future rate recovery.
In the application of SFAS No. 71, the Company follows accounting policies
that reflect the impact of the rate treatment of certain events or
transactions that are permitted to differ from generally accepted
accounting principles. The most significant of these policies include the
recording of an unfunded deferred income tax liability, with a
corresponding unrecovered receivable, for temporary differences previously
flowed through to ratepayers, regulated assets pending future recovery,
regulated assets recovered over time as directed by the DPUC and the method
of depreciation utilized for certain property. The DPUC permits recovery
of depreciation on the operating and administrative center, owned by CNGR,
under a DPUC-approved sinking fund method through 2010. The overall impact
of annual depreciation expense under this method, versus straight line
depreciation recovery, is not material to the overall statement of
operations.
It is the Company's policy to continually assess the recoverability of
costs recognized as regulatory assets and the Company's ability to continue
to account for its activities in accordance with SFAS No. 71, based on each
regulatory action and the criteria set forth in SFAS No. 71. Based on
current regulation and recent DPUC decisions, the Company believes that its
use of regulatory accounting is appropriate and in accordance with the
provisions of SFAS No. 71.
<PAGE>
NOTES TO FINANCIAL STATEMENTS (Continued)
(In thousands of dollars, except per share amounts)
The Company's Consolidated Balance Sheets at September 30, 1995 and 1994
contain the following amounts solely as a result of the application of SFAS
No. 71:
<TABLE>
<CAPTION>
Assets/(Liabilities) 1995 1994
-------------------- ---- ----
<S> <C> <C>
Unrecovered Future Taxes $ 51,634 $ 46,759
Hardship Arrearage Forgiveness 7,536 5,733
Recoverable Transition Costs 4,636 6,925
Other Deferred Charges 3,821 2,545
Other Postretirement Benefits 2,116 985
Deferred Income Taxes 1,224 (539)
Pipeline Refunds, Surcharges and Interest (10,461) (3,545)
Refundable Taxes (3,365) (3,316)
Deferred Gas Costs (1,995) 3,884
Revenue Sharing Mechanisms (1,582) (705)
-------- --------
$ 53,564 $ 58,726
======== ========
</TABLE>
New Accounting Standards-
In March, 1995 the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards No. 121, "Accounting for the
Impairment of Long-Lived Assets and Long-Lived Assets to be Disposed Of"
(SFAS No. 121). This statement requires that long-lived assets be reviewed
for impairment whenever events indicate that the carrying amount of any
asset may not be recoverable. The Company expects to adopt SFAS No. 121 in
fiscal 1996 or 1997. Based upon current information, the Company does not
expect that the adoption will have a material impact on its financial
condition or results of operations.
2. Rate Proceedings:
In October, 1995 the DPUC issued a decision which allowed the Company to
increase its rates $8,900 or 3.64%. This decision allowed a rate of return
on equity of 10.76% and provided for recovery of all significant items
deferred on the balance sheet pending recovery at September 30, 1994. The
DPUC conducted this proceeding in two phases. New, interim rates, based on
a review of the Company's revenue requirements, became effective on October
13, 1995. Final rates are expected to become effective in the second
quarter of fiscal, 1996, following a review of the Company's cost of
service studies and rate design.
In June, 1995 the DPUC issued a decision which ordered the Company to
gradually end any rate subsidy to its 377 remaining Gas Roots customers.
The intent of the Gas Roots program was to provide temporary propane
service that would enable customers to install and use gas appliances and
house piping until the extension of natural gas distribution facilities to
their property became economically feasible. In fiscal, 1995 the Company
accrued approximately $400 of costs relating to the phase-in of this
decision.
In December, 1993 the DPUC issued a decision which allowed the Company to
increase its rates $7,600 or 2.8%. This decision included an allowed rate
of return on equity of 11.2% and provided for adequate recovery of all
significant items deferred on the balance sheet pending recovery at
September 30, 1993. New rates became effective for service rendered on or
after December 16, 1993.
<PAGE>
NOTES TO FINANCIAL STATEMENTS (continued)
In thousands of dollars, except per share amounts)
3. Pension and Employee Benefit Plans:
The Company has noncontributory retirement plans (Plans) covering
substantially all employees. Pension benefits are based on years of
credited service and employees' average annual earnings, as defined in the
Plans. The Company's funding policy is to contribute, annually, an amount
at least equal to that which will satisfy the requirements of the Employee
Retirement Income Security Act.
The assumptions used in determining the pension obligations were:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
1995 1994 1993
---- ---- ----
Weighted Average Discount Rate ......... 8.25% 8.25% 8.25%
Rate of Increase in Future Compensation Levels
.............................. 4.50% 5.00% 5.50%
Expected Long-term Rate of Return on Assets
.............................. 8.95% 8.95% 8.95%
</TABLE>
The following table represents the Plans' funded status and amounts
included in the balance sheets at September 30, 1995 and 1994:
<TABLE>
<CAPTION>
<C> <C> <C>
1995 1994
---- ----
Actuarial present value of benefit obligations:
Accumulated benefit obligation, including vested
benefits of $63,321 in 1995 and of $57,164 in
1994 $ 65,888 $ 58,494
======== ========
Projected benefit obligation for service rendered
to date $ 77,371 $ 72,752
Assets at fair value, primarily publicly traded stocks
and bonds 89,740 80,518
-------- --------
Value of assets over the projected benefit obligation
12,369 7,766
Unrecognized net gain from past experience different
from that assumed (11,896) (6,929)
Prior service cost not yet recognized in net periodic
pension cost 1,097 1,110
Unrecognized net asset at January 1, 1986 being
recognized over 15 years (1,704) (2,014)
-------- --------
Accrued pension liability $ (134) $ (67)
======== ========
</TABLE>
<PAGE>
NOTES TO FINANCIAL STATEMENTS (continued)
In thousands of dollars, except per share amounts)
Net pension costs included in the statements of income for the years ending
September 30, include the following components:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
1995 1994 1993
---- ---- ----
Service cost $ 2,059 $ 2,021 $ 2,009
Interest cost 6,056 5,469 5,068
Return on plan assets (12,474) (2,597) (6,410)
Net amortization and deferral 4,919 (4,784) (327)
-------- -------- --------
Net cost $ 560 $ 109 $ 340
======== ======== ========
</TABLE>
The Company also provides its officers with a supplemental retirement plan.
The actuarially determined accumulated benefit obligation was approximately
$3,900 at September 30, 1995 and $3,400 at September 30, 1994. The cost of
this plan is being accrued over the service lives of the individual
officers. Net expense related to this plan was $607 for 1995, $505 for
1994 and $306 for 1993. The Company contributes to a trust to fund the
liability for these supplemental retirement plan benefits. The trust
balance included in other assets at September 30, 1995 and 1994 was $2,922
and $2,073, respectively.
In August, 1994 the Company announced an early retirement program for
nonunion employees which resulted in the reduction of approximately 3% of
the total workforce through voluntary early retirement. The cost of this
program of $1,341 included pension enhancements and other benefits and was
fully recognized by the Company in the fourth quarter of fiscal 1994.
In fiscal 1995 the Company adopted Statement of Financial Accounting
Standards No. 112, "Employers' Accounting for Postemployment Benefits"
(SFAS No. 112) on a prospective basis. This statement requires employers
to record any obligation which exists to provide certain benefits to former
or inactive employees after employment but before retirement. The effect
on the Company's financial condition and results of operations of adopting
SFAS No. 112 was not material.
4. Postretirement Benefits Other Than Pensions:
The Company provides certain health care and life insurance benefits
through a benefit plan to retired employees. These benefits are available
for employees leaving the Company who are otherwise eligible to retire and
have met specific service requirements. Through September 30, 1993 the
Company recognized the cost of these benefits as they were paid (pay-as-
you-go). In December, 1990 the FASB issued Statement of Financial
Accounting Standards No. 106, "Employers' Accounting for Postretirement
Benefits Other Than Pensions" (SFAS No. 106). This new standard requires
that the expected cost of postretirement benefits, primarily health care
and life insurance benefits, must be charged to expense during the years
that eligible employees render service.
<PAGE>
NOTES TO FINANCIAL STATEMENTS (Continued)
(In thousands of dollars, except per share amounts)
Effective October 1, 1993 the Company adopted SFAS No. 106 on a prospective
basis and began amortizing its approximately $22,000 accumulated benefit
obligation over a twenty-year period. Total health care and life insurance
costs under SFAS No. 106 were $3,274 in 1995 and $2,931 in 1994 compared to
costs of $1,575 in 1993 on a pay-as-you-go basis. In its December, 1993
rate decision (see Note 2) the DPUC approved a five-year phase-in of SFAS
No. 106 expenses with an allowed annual recovery of $1,946 and deferral of
additional SFAS No. 106 expenses for future recovery through amortization
over a five-year period. In its October, 1995 rate decision (see Note 2)
the DPUC allowed the third year of the five-year phase in and an annual
recovery of $2,164 for SFAS No. 106 expenses. At September 30, 1995 and
1994 $2,116 and $985, respectively, were deferred pending future
amortization and recovery.
The following table represents the plan's funded status reconciled to the
consolidated balance sheets at September 30, 1995 and 1994:
<TABLE>
<CAPTION>
<S> <C> <C>
1995 1994
---- ----
Accumulated postretirement benefit obligation of:
Retirees $ 18,163 $ 13,241
Fully eligible to retire active
employees 3,102 3,186
Active employees not eligible to retire 5,712 5,332
-------- --------
Total accumulated postretirement benefit obligation
26,977 21,759
Less: Market value of plan assets 5,910 1,803
-------- --------
Accumulated postretirement benefit obligation in
excess of plan assets 21,067 19,956
Unrecognized transition amount (17,654) (18,635)
Unrecognized net gain/(loss) (3,670) 254
-------- --------
Accrued/(prepaid) postretirement benefit
obligation $ (257) $ 1,575
======== ========
</TABLE>
The components of SFAS No. 106 health care and life insurance costs for the
fiscal years ended September 30, 1995 and 1994 are:
<TABLE>
<CAPTION>
<S> <C> <C>
1995 1994
---- ----
Service cost $ 398 $ 367
Interest cost 2,054 1,664
Return on plan assets (290) (81)
Net amortization 1,112 981
-------- --------
Net health care and life insurance costs
$ 3,274 $ 2,931
======== ========
</TABLE>
<PAGE>
NOTES TO FINANCIAL STATEMENTS (Continued)
(In thousands of dollars, except per share amounts)
For measurement purposes annual rates of increase of 13% and 11% are
assumed for nonmedicare and medicare eligible retirees, respectively, in
the per capita cost of covered health care benefits. The rate is assumed
to decrease to 6% for both groups in 2003. The effect of increasing the
assumed health care cost trend rates by one percentage point in each year
would increase the accumulated postretirement benefit obligation as of
September 30, 1995 and 1994 by $1,483 and $964, respectively, and the
aggregate of the service and interest cost for the years then ended by $134
and $130, respectively. The weighted average discount rate used in
determining the accumulated post retirement benefit obligation was 8.25% in
1995 and 1994 and was determined by analyzing the interest rates, as of
September 30, of each year, of long-term, high quality corporate debt
securities having a duration comparable to the plan. The expected long-
term rate of return on plan assets was 7.50% in 1995 and 7.00% in 1994.
The Company has established Employee Benefit Trusts (VEBA) to pay current
retiree health care and life insurance benefits and to fund the Company's
retirement benefit liability. In 1995 and 1994 the Company funded $5,105
and $1,350, respectively, for SFAS No. 106 costs. The VEBA balances at
September 30, 1995 and 1994 were $5,129 and $1,803, respectively and are
primarily invested in life insurance policies and commingled fixed income
and equity mutual funds.
<PAGE>
NOTES TO FINANCIAL STATEMENTS (Continued)
(In thousands of dollars, except per share amounts)
5. Income Taxes:
The following is an analysis of the provision for federal and state income
taxes:
<TABLE>
<CAPTION>
September 30,
------------------------
<S> <C> <C> <C>
1995 1994 1993
---- ---- ----
Charged to operations:
Federal:
Current $6,717 $ 3,822 $10,877
Deferred 778 6,098 (1,024)
------- ------- -------
7,495 9,920 9,853
------- ------- -------
State:
Current 1,751 1,424 4,325
Deferred 405 2,230 (519)
------- ------- -------
2,156 3,654 3,806
------- ------- -------
Deferred investment tax credits (221) (221) (221)
------- ------- -------
Total charged to operations 9,430 13,353 13,438
------- ------- -------
Charged to other income/(deductions):
Federal:
Current 1,478 198 356
Deferred (87) (118) 47
------- ------- -------
1,391 80 403
------- ------- -------
State:
Current 480 77 133
Deferred (32) (44) 16
------- ------- -------
448 33 149
------- ------- -------
Total charged to other income/(deductions)
1,839 113 552
------- ------- -------
Total $11,269 $13,466 $13,990
======= ======= =======
</TABLE>
Depreciation for federal income tax purposes is computed using accelerated
cost recovery methods and different lives as permitted under the Internal
Revenue Code (Code). The DPUC has allowed the Company to normalize taxes
on accelerated depreciation, as required under the Code, for depreciable
property additions made by the regulated operations subsequent to 1980.
For certain other temporary differences, tax reductions are accounted for
as a reduction of federal income tax expense in accordance with the flow-
through method of accounting as required by the DPUC. Under the
established ratemaking practices followed by the DPUC, deferred income
taxes not provided for previously are collected in customer rates when such
taxes become payable.
<PAGE>
NOTES TO FINANCIAL STATEMENTS (Continued)
(In thousands of dollars, except per share amounts)
Deferred income taxes result from temporary differences between the
financial statement carrying amounts and the tax basis of existing assets
and liabilities. Deferred income taxes are primarily a result of normalized
plant items and temporary differences related to gas costs. For the
regulated operations, deferred investment tax credits are amortized to
income over the average life of the related property. The nonregulated
operations provide deferred taxes on all temporary differences, including
depreciation.
The tax effects of the temporary differences which result in the deferred
income taxes on the balance sheets at September 30, 1995 and 1994 are:
<TABLE>
<CAPTION>
<S> <C> <C>
1995 1994
---- ----
Property, Plant and Equipment $ 40,192 $ 36,253
Other, net (2,207) 663
-------- --------
Deferred Income Taxes $ 37,985 $ 36,916
======== ========
</TABLE>
Effective October 1, 1993 the Company adopted Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes" (SFAS No. 109),
which supersedes Statement of Financial Accounting Standards No. 96,
adopted by the Company in 1988. In accordance with SFAS No. 109, the
regulated operations reflect refundable taxes to ratepayers for reductions
in the statutory federal income tax rate on normalized plant related,
temporary differences. The regulated operations also recognize the
cumulative deferred income taxes on temporary differences which were
previously flowed through to ratepayers. At September 30, 1995 and 1994
the Company had $51,634 and $46,759, respectively, on the balance sheets as
an unfunded deferred income tax liability, with a corresponding unrecovered
receivable, for temporary differences previously flowed through to
ratepayers. These amounts have been adjusted for the tax effect of future
revenue requirements and will be amortized over the life of the related
depreciable assets concurrent with their recovery in rates.
In October, 1994 the Company received formal approval from the Internal
Revenue Service (IRS) to deduct, for tax purposes, current as well as
certain prior incurred cost of removal expenses associated with retirements
of plant and equipment. During fiscal 1995 and 1994 the Company recorded
income tax benefits of $1,973 and $444, respectively, related to prior
years' cost of removal expenses allowed by the IRS. The total current
period income tax benefits related to cost of removal that were recorded by
the Company were $368 in 1995 and $449 in 1994.
<PAGE>
NOTES TO FINANCIAL STATEMENTS (Continued)
(In thousands of dollars, except per share amounts)
A reconciliation of the consolidated federal income tax expense, at the
statutory tax rate of 35% for 1995 and 1994 and a blended tax rate of
34.75% for 1993, to the consolidated federal income tax expense is as
follows:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
1995 1994 1993
---- ---- ----
Consolidated statutory federal income tax expense
$ 8,989 $ 9,619 $ 9,309
Change in consolidated federal income tax expense
resulting from:
Excess book over tax depreciation 1,456 1,797 1,590
Investment tax credits (221) (221) (221)
Bad debts 175 131 (315)
Tax reserves 200 105 (618)
Computer software (499) (899) -
Cost of removal (1,951) (744) -
Nondeductible reserves 397 (125) 191
Other 119 116 99
------- ------- -------
Consolidated federal income tax expense $ 8,665 $ 9,779 $10,035
======= ======= =======
</TABLE>
6. Capital Stock:
Common stock-
In October, 1994 the Company sold 392,200 shares of its $3.125 Par Common
Stock at $22.75 per share. The Company received net proceeds of
approximately $8,500 which were used by the regulated operations to retire
existing short-term borrowings.
Dividend reinvestment plan and employee savings plans-
The Company maintains a Dividend Reinvestment Plan (DRIP) which provides
the Company's holders of common stock and preferred stock the opportunity
to receive shares of the Company's common stock in lieu of some or all of
their cash dividends. In addition, the Company has Employee Savings Plans
(ESP), which are designed to encourage and assist employees to save and
invest for long-term financial security. All amounts paid into the ESP by
the Company are used to purchase the Company's common stock. At September
30, 1995, there were 952,953 shares of the Company's common stock reserved
for issuance under the DRIP and ESP. In the fiscal years ended September
30, 1995, 1994 and 1993 the Company's contribution to the ESP on behalf of
employees was $958, $956 and $890, respectively.
<PAGE>
NOTES TO FINANCIAL STATEMENTS (Continued)
(In thousands of dollars, except per share amounts)
Executive restricted stock plan-
In 1990 the Company adopted a restricted stock performance plan. The plan
terminates in the year 2000 and is authorized to issue up to 200,000
shares. On October 1, 1990 and October 1, 1993 key employees were granted
22,146 and 24,040 restricted shares of the Company's common stock under
this plan. Restrictions lapse and the shares vest over a three to five
year period beginning October 1, 1990, and 1993, respectively, as certain
performance goals are achieved. In October, 1995 and 1994, 5,770 and
5,773, respectively, of the restricted shares became fully vested and were
awarded to qualifying employees.
The market value of the shares awarded under this plan has been recorded as
unearned compensation and is a separate component of common equity. The
unearned compensation is being charged to expense over the vesting period
based on achievement of the performance criteria. Compensation charged to
expense was $0 in 1995, $166 in 1994 and $464 in 1993.
In fiscal 1995, the Company adopted the provisions of FASB Statement of
Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation." The impact of the adoption of this standard was not
significant to the results of operations or financial condition of the
Company.
Preferred stock-
The Company is prohibited from, among other things, paying dividends on
common stock and purchasing, redeeming or retiring common stock, if
dividends on preferred stock are in arrears.
The following table sets forth the changes in the number of shares
outstanding for each class of the Company's preferred stock not subject to
mandatory redemption, for the years ended September 30, 1995, 1994 and
1993, respectively:
<TABLE>
<CAPTION>
<C> <C> <C> <C>
1995 1994 1993
---- ---- ----
$3.125 par value (1,748) (10,735) (6,052)
======= ======= =======
$100 par value (1) (9) -
======= ======= =======
</TABLE>
7. Long-term Debt:
The Company has various issues of first mortgage bonds and first mortgage
notes outstanding with maturities from 2001 to 2010. Under the most
restrictive terms of the indenture securing the bonds, retained earnings of
$43,299 are available for dividends at September 30, 1995. Dividends paid
on common and preferred stock in fiscal 1995 were $14,761. Sinking fund
requirements for outstanding bonds were paid in cash.
<PAGE>
NOTES TO FINANCIAL STATEMENTS (Continued)
(In thousands of dollars, except per share amounts)
In June, 1994, with the approval of the DPUC, the Company established a
Series B Medium Term Note (MTN) program which permits the issue of up to
$75,000 of unsecured MTNs over a four-year period at maturities not
exceeding thirty years. Under this program the Company issued the
following MTNs in fiscal 1994 with no sinking fund requirements:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Date Face Value Interest Rate Maturity Call Provision
--------------- ---------- ------------- ----------- ------------------
July, 1994 $10,000 7.82% 2004 None
August, 1994 $ 5,000 8.12% 2014 None
August, 1994 $ 5,000 8.49% 2024 Callable in 2004
</TABLE>
The proceeds were used by the regulated operations to refinance $15,000 of
existing short-term debt and for general working capital purposes. The
average interest rate of the retired short-term debt was 4.85%.
Long-term debt amounts which are due during each of the five years ending
September 30 through 2000, are as follows:
<TABLE>
<CAPTION>
Sinking Fund Requirements and Maturities
----------------------------------------
<S> <C>
Year Total
---- -------
1996 $ 3,921
1997 13,496
1998 5,984
1999 6,133
2000 6,183
-------
$35,717
=======
</TABLE>
8. Short-term Borrowings and Lines of Credit:
The Company maintains a line of credit under a revolving credit agreement
with a large regional bank. Under this agreement the Company can borrow up
to $20,000 at a Eurodollar, Certificate of Deposit or Base Rate of interest
plus a variable margin. The initial expiration date is March 30, 1996,
with two optional one-year extensions. There is also a .1% facility fee
and a .075% commitment fee on the unused portion of the agreement. At
September 30, 1995, there were no borrowings outstanding under this
agreement.
The Company also maintains a one-year line of credit with a bank for
$9,000. The Company pays a 1/5 of 1% commitment fee on this line of
credit. The interest rate varies according to market conditions. The
terms of this line of credit require no compensating balance. This line of
credit expires on February 18, 1996. At September 30, 1995, there were
$4,200 of borrowings outstanding under this line of credit.
In December, 1994 ENI replaced a $5,000 unsecured line of credit with a
bank with an unsecured commercial revolving credit agreement. Under this
agreement ENI can borrow up to $5,000 through December 15, 1997, with a 1/5
of 1% annual facility fee on the line of credit. The interest rate is
based upon the Certificate of Deposit, Eurodollar or Cost of Funds rate
plus a variable margin and is determined at the time of each borrowing. At
September 30, 1995 there were no borrowings outstanding under this
arrangement.
<PAGE>
NOTES TO FINANCIAL STATEMENTS (Continued)
(In thousands of dollars, except per share amounts)
The Hartford Steam Company (HSC), a wholly-owned subsidiary of ENI,
maintains a secured line of credit with a bank. Under the terms of this
agreement HSC can borrow up to $5,000, through October, 1997, with a 1/5 of
1% commitment fee on the unused portion of the available credit line. The
interest rate is based upon the Certificate of Deposit, Libor or money
market rate plus a variable margin, determined at the time of each
borrowing. At September 30, 1995, there were no borrowings outstanding
under this arrangement.
The weighted average interest rate on short-term borrowings outstanding was
5.84% at September 30, 1995 and 5.27% at September 30, 1994.
9. Fair Value of Financial Instruments:
The fair value amounts disclosed below have been reported to meet the
disclosure requirements of Statement of Financial Accounting Standards No.
107, "Disclosures About Fair Values of Financial Instruments" and are not
necessarily indicative of the amounts that the Company could realize in a
current market exchange.
The carrying amount of cash and cash equivalents; accounts receivable;
notes payable and commercial paper; accounts payable and accrued expenses;
and unrecovered or refundable purchased gas costs approximates fair value.
At September 30, 1995 and 1994 the fair value of the Company's long-term
debt, including current maturities, is estimated to be $163,630 and
$158,962, respectively. The fair value at year-end 1995 and 1994, of
$141,511 and $144,583 of fixed-rate long-term debt, based on the market
value of similar instruments, is estimated at $150,830 in 1995 and $145,562
in 1994. The carrying amount of the variable-rate long-term debt of
$12,800 in 1995 and $13,400 in 1994 approximates fair value.
The Company has guaranteed 2.4% of a letter of credit for Iroquois,
equivalent to approximately $832 and $860 at September 30, 1995 and 1994,
respectively, which approximates fair value. The letter of credit is used
to satisfy Iroquois's cash retention requirements with respect to
agreements between Iroquois and its lenders.
10. Commitments and Contingencies:
Construction expenditures-
Construction expenditures for the fiscal year ending September 30, 1996 are
estimated at $24,322 for the regulated operations and $967 for the
nonregulated operations.
Gas supply-
The Company is party to short-term and long-term contracts for the purchase
of natural gas and transportation and storage services.
<PAGE>
NOTES TO FINANCIAL STATEMENTS (Continued)
(In thousands of dollars, except per share amounts)
FERC Order No. 636 transition costs-
The Company began to be billed for transition costs associated with Federal
Energy Regulatory Commission (FERC) Order No. 636 from its pipeline
suppliers in June, 1993. These costs are expected to be billed to the
Company over three years. Through September 30, 1995 the Company has paid
and recovered from ratepayers $10,364 of an estimated $15,000 of transition
costs.
In July, 1994 the DPUC issued a decision allowing companies under its
jurisdiction to recover these costs from amounts which would otherwise have
been refunded to customers and providing the companies the opportunity, if
necessary, for surcharges to customers' future bills.
In the opinion of management the DPUC has allowed the Company a sufficient
number of recovery mechanisms to provide for the full recovery of all
transition costs. For this reason, management believes that these
transition costs will not have a material impact on the Company's financial
condition or results of operations. The unpaid estimated liability of
$4,636 at September 30, 1995 is included in Accounts Payable and Accrued
Expenses.
Steam supply-
The nonregulated operations are party to long-term contracts for the
purchase of steam.
Through fiscal 1995 the nonregulated operations' primary supply of steam
was a cogeneration facility located on the Company's premises and owned by
an unrelated third party, the Hacogen partnership (Hacogen). During fiscal
1994 Hacogen indicated a desire to negotiate a termination of its long-term
steam supply contract with HSC. During the fourth quarter of fiscal, 1995,
HSC negotiated a settlement agreement with Hacogen. According to the terms
of the negotiated settlement, Hacogen terminated its long-term supply
contract with HSC, effective September 30, 1995. HSC is to receive
consideration of $9,519, representing the payment of all past due amounts
owed by Hacogen and certain additional amounts as a result of the contract
termination. As of September 30, 1995, $4,967 was received. The remaining
balance is due in December, 1995. The 1995 pretax, nonrecurring income
related to this settlement was $4,124. In October, 1995, HSC resumed
producing more costly steam from its existing boilers which are located on
the Company's premises and are currently providing adequate steam supply
for customer requirements.
Letters of credit-
The Company is contingently liable under a letter of credit amounting to
$1,500 for workers' compensation claims. As a condition of its ownership
in the DCA, ENI is contingently liable under a letter of credit amounting
to $2,000.
<PAGE>
NOTES TO FINANCIAL STATEMENTS (Continued)
(In thousands of dollars, except per share amounts)
Environmental matters-
There are three sites on which are located the Company's former gas
manufacturing facilities. The Company has not been required to undertake
any action on these sites by any state or federal agency since 1989. The
Company will continue to review the condition of these sites. No
determination has been made as to whether any remediation will be required.
The Company expects to be able to recover in rates any environmental
remediation costs that it may incur in the future with respect to
manufactured gas sites.
In 1990 the owner of property adjacent to one of these sites claimed that
contaminants similar to residues from gas manufacturing activities were
present on its property. The Company is unable to predict the outcome of
this matter.
Management does not anticipate any material future cash requirements
relating to these environmental issues. As a result, the above matters are
not expected to have a material adverse effect on the Company's financial
condition or results of operations. If circumstances changed and
environmental expenditures were required, the Company would seek
appropriate regulatory recovery of any amounts expended to return these
sites to their original condition.
The nonregulated operations are subject to compliance with Clean Air Act
requirements. They expect to incur approximately $2,200 of capital
expenditures over the next four fiscal years to satisfy these requirements.
Leases-
The Company has entered into operating lease agreements for the use of
computer and office equipment. For fiscal 1995, 1994 and 1993 these lease
payments were $1,561, $1,553 and $1,702, respectively. Lease payments have
declined since fiscal 1993 as a result of renegotiated agreements. Future
lease payments are not expected to change significantly from those shown
above.
Legal proceedings-
Two civil and criminal investigations related to environmental issues,
brought against Iroquois in 1992, are still pending. Although no final
agreements have been reached regarding the disposition of these matters,
during fiscal, 1995 the Company recognized a nonrecurring charge of $500 to
reflect its proportionate share of estimated costs in connection with these
legal matters. Iroquois is a partnership of which the Company is a 2.4%
owner (see Note 1).
In November, 1995, two associations comprised of Connecticut plumbers and
HVAC contractors joined with two individual contractors and filed a class
action suit against the Company and the State's two other local
distribution companies (LDCs), claiming that the LDCs engaged in unfair
trade practices. The action was brought on November 8, 1995, in Middlesex
Superior Court by Connecticut Heating and Cooling Contractors Association,
Inc. et al. and alleges that the LDCs unfairly competed with licensed
<PAGE>
NOTES TO FINANCIAL STATEMENTS (Continued)
(In thousands of dollars, except per share amounts)
plumbers and contractors by performing customer service work using customer
service employees who did not possess State trade licenses. The plaintiffs
are seeking an injunction, unspecified damages, including treble damages,
and certain related remedies.
The LDCs have asserted that such licenses are not required for this work by
virtue of a statutory exemption enacted in 1965 and amended in 1967.
However, in a separate proceeding, a Connecticut Superior Court has upheld
an administrative ruling against the LDCs' position, and the Company is
participating in an appeal of that decision. In 1995, the Connecticut
General Assembly enacted legislation that established on a going-forward
basis a separate procedure for State certification of gas service
employees.
The Company will vigorously defend this claim but, at this early stage,
cannot anticipate the outcome of the matter.
The Company is not a party to any other litigation other than ordinary
routine litigation incident to the operations of the Company or its
subsidiaries. In the opinion of management, the resolution of such
litigation will not have a material adverse effect on the Company's
financial condition or results of operations.
<PAGE>
NOTES TO FINANCIAL STATEMENTS (Continued)
(In thousands of dollars, except per share amounts)
11. Segment Information:
The Company operates in two segments: gas related activities and
nonregulated activities. Gas related activities consist primarily of
natural gas distribution to residential, commercial and industrial
customers. Nonregulated activities consist primarily of district heating
and cooling services.
Intersegment sales are priced in accordance with terms of existing tariffs
and contracts. Information about the Company's operations, by business
segment, is presented below:
<TABLE>
1995 1994 1993
<S> <C> <C> <C>
-------- -------- --------
Revenues:
Gas related activities $255,680 $269,433 $244,516
Nonregulated activities 22,306 24,298 24,284
Intersegment revenues (2,801) (3,069) (3,463)
-------- -------- --------
Total $275,185 $290,662 $265,337
======== ======== ========
Pre-Tax Operating Income:
Gas related activities $ 33,309 $ 37,636 $ 35,182
Nonregulated activities 5,280 6,629 6,442
-------- -------- --------
Total 38,589 44,265 41,624
Income taxes 9,430 13,353 13,438
-------- -------- --------
Consolidated Operating Income $ 29,159 $ 30,912 $ 28,186
======== ======== ========
Depreciation and Amortization:
Gas related activities $ 14,655 $ 13,481 $ 10,699
Nonregulated activities 2,322 2,026 1,950
-------- -------- --------
Total $ 16,977 $ 15,507 $ 12,649
======== ======== ========
Property Additions:
Gas related activities $ 25,311 $ 25,352 $ 22,696
Nonregulated activities 1,528 2,507 2,835
-------- -------- --------
Total $ 26,839 $ 27,859 $ 25,531
======== ======== ========
Identifiable Assets:
Gas related activities $400,064 $394,229 $380,745
Nonregulated activities 64,975 64,325 63,840
-------- -------- --------
Consolidated Identifiable Assets
$465,039 $458,554 $444,585
======== ======== ========
</TABLE>
<PAGE>
NOTES TO FINANCIAL STATEMENTS (concluded)
(In thousands of dollars, except per share amounts)
12. Quarterly Results (Unaudited):
The following table sets forth information with respect to the consolidated
quarterly results of operations for the fiscal years 1995 and 1994. The
amounts are unaudited but, in the opinion of management, include only
normal, recurring adjustments necessary to present fairly the results of
operations.
The quarterly results of operations reflect the seasonal nature of the
Company's operations. The results of any one quarter during the year are
not indicative of the results of future quarters or the results of the
Company's fiscal year.
Consolidated Results of Operations
----------------------------------
<TABLE>
--------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
December 31, March 31, June 30, September 30,
Quarter Ended 1994 1995 1995 1995
--------------------------------------------------------------------------------------------
Operating Revenues $ 76,531 $105,540 $ 50,147 $ 42,967
Operating Income $ 9,377 $ 16,658 $ 2,790 $ 334
Net Income (Loss) $ 6,084 $ 12,924 $ (625) $ (1,364)
Net Income (Loss) Per
Common Share $ .61 $ 1.30 $ (.06) $ (.14)
</TABLE>
<TABLE>
--------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
December 31, March 31, June 30, September 30,
Quarter Ended 1993 1994 1994 1994
--------------------------------------------------------------------------------------------
Operating Revenues $ 80,140 $122,565 $ 50,003 $ 37,954
Operating Income $ 9,920 $ 18,256 $ 2,442 $ 294
Net Income (Loss) $ 6,680 $ 15,036 $ (908) $ (3,105)
Net Income (Loss) Per Common
Share $ .70 $ 1.57 $ (.10) $ (.33)
</TABLE>
<PAGE>
ITEM 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
------------------------------------------------------------
There have been no disagreements required to be disclosed under this item.
<PAGE>
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
-----------------------------------------------------------
The information required by this item regarding directors of the
registrant and the disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is contained in the section entitled "Biographical
Information" in the Company's definitive proxy statement for its
February, 1996 Annual Meeting, which the Company files with the
Securities and Exchange Commission pursuant to Regulation 14A of the
Securities Exchange Act of 1934. This information is hereby
incorporated by reference. The information required by this item
regarding executive officers of the registrant is included in Part I
hereof.
ITEM 11. EXECUTIVE COMPENSATION
-------------------------------
The information required by this item is contained in the sections
entitled "Compensation of Directors","Compensation Committee Report on
Executive Compensation", "Compensation Committee Interlocks and Insider
Participation", "Summary Executive Compensation", "Change of Control",
"Long Term Incentive Plan", "Retirement Plans" and "Corporate
Performance Graph" in the Company's definitive proxy statement for its
February, 1996 Annual Meeting, which the Company files with the
Securities and Exchange Commission pursuant to Regulation 14A. This
information is hereby incorporated by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
-----------------------------------------------------------------------
The information required by this item is contained in the section
entitled "Ownership of Company Stock" in the Company's definitive proxy
statement for its February, 1996 Annual Meeting, which the Company files
with the Securities and Exchange Commission pursuant to Regulation 14A.
This information is hereby incorporated by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
-------------------------------------------------------
There were no transactions during the year which would require
disclosure pursuant to this item.
<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
-------------------------------------------------------------------------
(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 LLP dated November 21, 1995,
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, III, IV,
and V are not submitted because they are not applicable or the
information required to be included therein is contained in the
financial statements and footnotes.
II Valuation and Qualifying Accounts and Reserves for the fiscal
years ended September 30, 1995, 1994 and 1993
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 Annual Report on Form 10-K for the
fiscal year ended September 30, 1994, filed with the
Commission December 27, 1994 (Commission File No. 1-7727)
<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) 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)
(iv) 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)
(v) 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)
(vi) 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)
(vii) 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)
(viii) 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)
(ix) 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)
<PAGE>
(a) 3. Exhibits (continued)
--------
Exhibit
Number
------------
10 (x) 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)
(xi) 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)
(xii) 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)
(xiii) 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)
(xiv) 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)
(xv) 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)
<PAGE>
(a) 3. Exhibits (continued)
--------
Exhibit
Number
------------
10 (xvi) 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)
(xvii) 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)
(xviii) 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)
(xix) 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)
(xx) 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)
(xxi) 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)
(xxii) 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)
<PAGE>
(a) 3. Exhibits (continued)
--------
Exhibit
Number
------------
10 (xxiii) 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)
(xxiv) 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)
(xxv) 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)
(xvi) 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)
(xvii) 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)
(xxviii) 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)
(xxix) Secured Note Purchase Agreement, dated July 15, 1993, between
the CNG Realty Corp. and the Aid Association for Lutherans,
filed as Exhibit No. 10(xlix) to the 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)
(xxx) 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)
(xxxi) Steam and Chilled Water Supply Agreement, dated May 28, 1986,
between Capitol District Energy Center Cogeneration
Associates and Energy Networks, Incorporated, filed as
Exhibit No. 10(xxxvii) to the Company's Annual Report on Form
10-K for the fiscal year ended September 30, 1993, filed with
the Commission December 28, 1993 (Commission File No. 1-7727)
<PAGE>
(a) 3. Exhibits (continued)
--------
Exhibit
Number
------------
10 (xxxii) Service Agreement #89102 (Rate Schedule AFT-1), dated June 1,
1993, between the Company and Algonquin Gas Transmission
Company, filed as Exhibit No. 10(xxxviii) to the Company's
Annual Report on Form 10-K for the fiscal year ended
September 30, 1993, filed with the Commission December 28,
1993 (Commission File No. 1-7727)
(xxxiii) Service Agreement #93005 (Rate Schedule AFT-1), dated June 1,
1993, between the Company and Algonquin Gas Transmission
Company, filed as Exhibit No. 10(xxxix) to the Company's
Annual Report on Form 10-K for the fiscal year ended
September 30, 1993, filed with the Commission December 28,
1993 (Commission File No. 1-7727)
(xxxiv) Service Agreement #93205 (Rate Schedule AFT-1), dated June 1,
1993, between the Company and Algonquin Gas Transmission
Company, filed as Exhibit No. 10(xl) to the Company's Annual
Report on Form 10-K for the fiscal year ended September 30,
1993, filed with the Commission December 28, 1993 (Commission
File No. 1-7727)
(xxxv) Service Agreement #93404 (Rate Schedule AFT-1), dated June 1,
1993, between the Company and Algonquin Gas Transmission
Company, filed as Exhibit No. 10(xlii) to the Company's
Annual Report on Form 10-K for the fiscal year ended
September 30, 1993, filed with the Commission December 28,
1993 (Commission File No. 1-7727)
(xxxvi) Service Agreement #.6426, dated June 1, 1993, between the
Company and Transcontinental Gas Pipe Line Corporation, filed
as Exhibit No. 10(xlv) to the Company's Annual Report on Form
10-K for the fiscal year ended September 30, 1993, filed with
the Commission December 28, 1993 (Commission File No. 1-7727)
(xxxvii) Service Agreement #800380 (Rate Schedule CDS), dated June 1,
1993, between the Company and Texas Eastern Transmission
Corporation, filed as Exhibit No. 10(xlvi) to the Company's
Annual Report on Form 10-K for the fiscal year ended
September 30, 1993, filed with the Commission December 28,
1993 (Commission File No. 1-7727)
(xxxviii) Service Agreement #800341 (Rate Schedule FT-1), dated June 1,
1993, between the Company and Texas Eastern Transmission
Corporation, filed as Exhibit No. 10(xlvii) to the Company's
Annual Report on Form 10-K for the fiscal year ended
September 30, 1993, filed with the Commission December 28,
1993 (Commission File No. 1-7727)
(xxxix) Service Agreement #800294 (Rate Schedule FT-1), dated June 1,
1993, between the Company and Texas Eastern Transmission
Corporation, filed as Exhibit No. 10(xlviii) to the Company's
Annual Report on Form 10-K for the fiscal year ended
September 30, 1993, filed with the Commission December 28,
1993 (Commission File No. 1-7727)
(xl) Service Agreement #800295 (Rate Schedule FT-1), dated June 1,
1993, between the Company and Texas Eastern Transmission
Corporation, filed as Exhibit No. 10(xlix) to the Company's
Annual Report on Form 10-K for the fiscal year ended
September 30, 1993, filed with the Commission December 28,
1993 (Commission File No. 1-7727)
<PAGE>
(a) 3. Exhibits (continued)
--------
Exhibit
Number
------------
10 (xli) Service Agreement #400148 (Rate Schedule SS-1), dated June 1,
1993, between the Company and Texas Eastern Transmission
Corporation, filed as Exhibit No. 10(l) to the Company's
Annual Report on Form 10-K for the fiscal year ended
September 30, 1993, filed with the Commission December 28,
1993 (Commission File No. 1-7727)
(xlii) Service Agreement #400149 (Rate Schedule SS-1), dated June 1,
1993, between the Company and Texas Eastern Transmission
Corporation, filed as Exhibit No. 10(li) to the Company's
Annual Report on Form 10-K for the fiscal year ended
September 30, 1993, filed with the Commission December 28,
1993 (Commission File No. 1-7727)
(xliii) Service Agreement #400150 (Rate Schedule SS-1), dated June 1,
1993, between the Company and Texas Eastern Transmission
Corporation, filed as Exhibit No. 10(lii) to the Company's
Annual Report on Form 10-K for the fiscal year ended
September 30, 1993, filed with the Commission December 28,
1993 (Commission File No. 1-7727)
(xliv) Service Agreement (Rate Schedule FTNN), dated October 1,
1993, between the Company and CNG Transmission Corporation,
filed as Exhibit No. 10(liii) to the Company's Annual Report
on Form 10-K for the fiscal year ended September 30, 1993,
filed with the Commission December 28, 1993 (Commission File
No. 1-7727)
(xlv) Service Agreement (Rate Schedule GSS), dated November 1,
1993, between the Company and CNG Transmission Corporation,
filed as Exhibit No. 10(liv) to the Company's Annual Report
on Form 10-K for the fiscal year ended September 30, 1993,
filed with the Commission December 28, 1993 (Commission File
No. 1-7727)
(xlvi) Amended and Restated CNG Officers' Retirement Plan, dated
June 28, 1994, filed as Exhibit No. 10(liii) to the Company's
Annual Report on Form 10-K for the fiscal year ended
September 30, 1994, filed with the Commission December 27,
1994 (Commission File No. 1-7727)
(xlvii) The Connecticut Natural Gas Corporation Officers' Retirement
Plan Trust Agreement, dated January 9, 1989, filed as Exhibit
No. 10(liv) to the Company's Annual Report on Form 10-K for
the fiscal year ended September 30, 1994, filed with the
Commission December 27, 1994 (Commission File No. 1-7727)
(xlviii) First Amendment to the Connecticut Natural Gas Corporation
Officers' Retirement Plan and Deferred Compensation Plan
Trust Agreement, dated August 5, 1993, filed as Exhibit No.
10(lv) to the Company's Annual Report on Form 10-K for the
fiscal year ended September 30, 1994, filed with the
Commission December 27, 1994 (Commission File No. 1-7727)
<PAGE>
(a) 3. Exhibits (continued)
--------
Exhibit
Number
------------
10 (xlix) The Connecticut Natural Gas Corporation Deferred Compensation
Plan, as amended, dated January 1, 1993, filed as Exhibit No.
10(lvi) to the Company's Annual Report on Form 10-K for the
fiscal year ended September 30, 1994, filed with the
Commission December 27, 1994 (Commission File No. 1-7727)
(l) First Amendment to the Connecticut Natural Gas Corporation
Deferred Compensation Plan, dated December 2, 1993, filed as
Exhibit No. 10(lvii) to the Company's Annual Report on Form
10-K for the fiscal year ended September 30, 1994, filed with
the Commission December 27, 1994 (Commission File No. 1-7727)
(li) Second Amendment to the Connecticut Natural Gas Corporation
Deferred Compensation Plan, dated June 28, 1994, filed as
Exhibit No. 10(lviii) to the Company's Annual Report on Form
10-K for the fiscal year ended September 30, 1994, filed with
the Commission December 27, 1994 (Commission File No. 1-7727)
(lii) Agreement and Declaration of Trust, Connecticut Natural Gas
Corporation Employee Benefit Trust, dated December 28, 1987,
filed as Exhibit No. 10(lix) to the Company's Annual Report
on Form 10-K for the fiscal year ended September 30, 1994,
filed with the Commission December 27, 1994 (Commission File
No. 1-7727)
(liii) First Amendment to Agreement and Declaration of Trust,
Connecticut Natural Gas Corporation Employee Benefit Trust,
Dated December 2, 1993, filed as Exhibit No. 10(lx) to the
Company's Annual Report on Form 10-K for the fiscal year
ended September 30, 1994, filed with the Commission December
27, 1994 (Commission File No. 1-7727)
(liv) Agreement and Declaration of Trust, Connecticut Natural Gas
Corporation Union Employee Benefit Trust, dated December 2,
1993, filed as Exhibit No. 10(lxi) to the Company's Annual
Report on Form 10-K for the fiscal year ended September 30,
1994, filed with the Commission December 27, 1994 (Commission
File No. 1-7727)
(lv) CNG Annual Incentive Plan, 1994, filed as Exhibit No.
10(lxii) to the Company's Annual Report on Form 10-K for the
fiscal year ended September 30, 1994, filed with the
Commission December 27, 1994 (Commission File No. 1-7727)
(lvi) Settlement Agreement and Release of All Claims by and between
Connecticut Natural Gas Corporation and Donato P. Lauria,
dated November 29, 1993, filed as Exhibit No. 10(lxiii) to
the Company's Annual Report on Form 10-K for the fiscal year
ended September 30, 1994, filed with the Commission December
27, 1994 (Commission File No. 1-7727)
(lvii) Letter of Credit and Reimbursement Agreement by and between
Energy Networks, Inc. and The Bank of Nova Scotia, dated
October 14, 1994, filed as Exhibit No. 10(lxiv) to the
Company's Annual Report on Form 10-K for the fiscal year
ended September 30, 1994, filed with the Commission December
27, 1994 (Commission File No. 1-7727)
<PAGE>
(a) 3. Exhibits (continued)
--------
Exhibit
Number
------------
10 (lviii) Second Amended and Restated Loan Agreement by and between The
Hartford Steam Company and Shawmut Bank Connecticut, N.A.,
dated October 28, 1994, filed as Exhibit No. 10(lxv) to the
Company's Annual Report on Form 10-K for the fiscal year
ended September 30, 1994, filed with the Commission December
27, 1994 (Commission File No. 1-7727)
(lix) Medium Term Notes, Series B, Placement Agency Agreement among
Connecticut Natural Gas Corporation, Smith Barney Inc., and
A.G. Edwards & Sons, Inc., dated June 14, 1994, filed as
Exhibit No. 10(lxvi) to the Company's Annual Report on Form
10-K for the fiscal year ended September 30, 1994, filed with
the Commission December 27, 1994 (Commission File No. 1-7727)
(lx) Issuing and Paying Agency Agreement between Shawmut Bank
Connecticut, National Association, and Connecticut Natural
Gas Corporation, for Medium Term Notes, Series B, dated June
14, 1994, filed as Exhibit No. 10(lxvii) to the Company's
Annual Report on Form 10-K for the fiscal year ended
September 30, 1994, filed with the Commission December 27,
1994 (Commission File No. 1-7727)
(lxi) Service Agreement (EFT Service), dated July 31, 1993, between
the Company and National Fuel Gas Supply Corporation, filed
as Exhibit No. 10(lxviii) to the Company's Annual Report on
Form 10-K for the fiscal year ended September 30, 1994, filed
with the Commission December 27, 1994 (Commission File No. 1-
7727)
(lxii) Gas Storage Contract, dated February 16, 1990, between the
Company and ENDEVCO Industrial Gas Sales Company, filed as
Exhibit No. 10(lxix) to the Company's Annual Report on Form
10-K for the fiscal year ended September 30, 1994, filed with
the Commission December 27, 1994 (Commission File No. 1-7727)
(lxiii) Commercial Revolving Credit Agreement by and between Fleet
Bank, National Association, and Energy Networks, Inc., dated
December 21, 1994, filed as Exhibit No. 10(lxx) to the
Company's Quarterly Report on Form 10-Q for the quarter ended
December 31, 1994, filed with the Commission January 31, 1995
(Commission File No. 1-7727)
(lxiv) Service Agreement #86006 (Rate Schedule AFT-1), dated
September 1, 1994, between the Company and Algonquin Gas
Transmission Company, filed as Exhibit No. 10(lxxi) to the
Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1995, filed with the Commission August 2, 1995
(Commission File No. 1-7727)
(lxv) Service Agreement #93005 (Rate Schedule AFT-1), dated
September 1, 1994, between the Company and Algonquin Gas
Transmission Company, filed as Exhibit No. 10(lxxii) to the
Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1995, filed with the Commission August 2, 1995
(Commission File No. 1-7727)
(lxvi) Service Agreement #9B103 (Rate Schedule AFT-1), dated
September 1, 1994, between the Company and Algonquin Gas
Transmission Company, filed as Exhibit No. 10(lxxiii) to the
Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1995, filed with the Commission August 2, 1995
(Commission File No. 1-7727)
<PAGE>
(a) 3. Exhibits (continued)
--------
Exhibit
Number
------------
10 (lxvii) Service Agreement #9W005 (Rate Schedule AFT-1), dated
September 1, 1994, between the Company and Algonquin Gas
Transmission Company, filed as Exhibit No. 10(lxxiv) to the
Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1995, filed with the Commission August 2, 1995
(Commission File No. 1-7727)
(lxviii) KBC Energy Services Partnership Agreement, dated June 19,
1995, By and Among Bay State Energy Enterprises, Inc., ENI
Gas Services, Inc., and Koch Energy Alliance Company, filed
as Exhibit No. 10(lxxv) to the Company's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1995, filed with the
Commission August 2, 1995 (Commission File No. 1-7727)
(lxix) Gas Storage Agreement No. 1626 (Rate Schedule FS), dated
September 1, 1993, by and between the Company and Tennessee
Gas Pipeline Company
(lxx) Gas Transportation Agreement No. 2498 (Rate Schedule FT-A),
dated September 1, 1993, by and between the Company and
Tennessee Gas Pipeline Company
(lxxi) Gas Transportation Agreement No. 3900 (Rate Schedule FT-A),
dated October 1, 1993, by and between the Company and
Tennessee Gas Pipeline Company
(lxxii) Gas Transportation Agreement No. 3901 (Rate Schedule FT-A),
dated October 1, 1993, by and between the Company and
Tennessee Gas Pipeline Company
(lxxiii) Gas Transportation Agreement No. 2075 (Rate Schedule FT-A),
dated September 1, 1993, by and between the Company and
Tennessee Gas Pipeline Company
(lxxiv) Gas Storage Agreement No. 6445 (Rate Schedule FS), dated
April 1, 1994, by and between the Company and Tennessee Gas
Pipeline Company
(lxxv) Gas Transportation Agreement No. 9283 (Rate Schedule FT-A),
dated January 24, 1995, by and between the Company and
Tennessee Gas Pipeline Company
(lxxvi) Second Amendment to Connecticut Natural Gas Corporation
Employee Savings Plan, dated June 27, 1995
(lxxvii) Second Amendment to Connecticut Natural Gas Corporation Union
Employee Savings Plan, dated January 24, 1995
(lxxviii) Third Amendment to Connecticut Natural Gas Corporation Union
Employee Savings Plan, dated June 27, 1995
(lxxix) Amendment to Connecticut Natural Gas Corporation Officers'
Retirement Plan, dated June 27, 1995
<PAGE>
(a) 3. Exhibits (continued)
--------
Exhibit
Number
------------
10 (lxxx) Third Amendment to Connecticut Natural Gas Corporation
Deferred Compensation Plan, dated June 27, 1995
(lxxxi) Third Amendment to The Connecticut Natural Gas Corporation
Officers' Retirement Plan and Deferred Compensation Plan
Trust Agreement, dated September 12, 1995
(lxxxii) Second Amendment to Restricted Stock Agreement (Under the
Connecticut Natural Gas Corporation Executive Restricted
Stock plan), dated June 27, 1995
(lxxxiii) Third Amendment to Restricted Stock Agreement (Under the
Connecticut Natural Gas Corporation Executive Restricted
Stock plan), dated June 27, 1995
(lxxxiv) Amended and Restated CNG Nonemployee Directors' Fee Plan,
dated September 29, 1995
(lxxxv) CNG Nonemployee Directors' Fee Plan Trust Agreement, by and
between the Company and Fleet Bank, N.A., dated September 28,
1995
(lxxxvi) HSC Termination Agreement, dated August 1, 1995, among The
Hartford Steam Company, Connecticut Natural Gas Corporation,
Energy Networks, Inc., and Hartford Cogeneration Limited
Partnership
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,
1995
Not applicable
16 Letter Regarding Change in Certifying Accountant
Not applicable
18 Letter Regarding Change in Accounting Principles
Not applicable
21 Subsidiaries of the Registrant
22 Published Report Regarding Matters Submitted to Vote of Security
Holders
None
23 Consent of Independent Public Accountants
24 Power of Attorney
27 Financial Data Schedule
<PAGE>
(a) 3. Exhibits (concluded)
--------
Exhibit
Number
------------
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, 1994, filed as Exhibit
99(ii) to the Company's Annual Report on Form 10-K for the
fiscal year ended September 30, 1994, filed with the
Commission on December 27, 1994, as amended by Form 10-K
Amendment No. 1, filed with the Commission on June 29, 1995
(Commission File No. 1-7727)
(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, 1994, filed as
Exhibit 99(iii) to the Company's Annual Report on Form 10-K
for the fiscal year ended September 30, 1994, filed with the
Commission on December 27, 1994, as amended by Form 10-K
Amendment No. 1, filed with the Commission on June 29, 1995
(Commission File No. 1-7727)
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),
10(xxxvi), 10(xxxvii), 10(xxxviii), 10(xxxix), 10(xl), 10(xli), 10(xlii),
10(xliii), 10(xliv), 10(xlv), 10(xlvi), 10(xlvii), 10(xlviii), 10(xlix),
10(l), 10(li), 10(lii), 10(liii), 10(liv), 10(lv), 10(lvi), 10(lvii),
10(lviii), 10(lix), 10(lx), 10(lxi), 10(lxii), 10(lxiii), 10(lxiv),
10(lxv), 10(lxvi), 10(lxvii), 10(lxviii), 99(ii) and 99(iii) 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 1995.
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
CONNECTICUT NATURAL GAS CORPORATION
-----------------------------------
(Registrant)
S/ Victor H. Frauenhofer
------------------------------------
(Victor H. Frauenhofer)
Chairman and President
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
<TABLE>
<S> <C> <C>
S/ Victor H. Frauenhofer Chairman, President, December 18, 1995
------------------------------- (Principal Executive
(Victor H. Frauenhofer) Officer) and Director
S/ James P. Bolduc Senior Vice President - December 18, 1995
------------------------------- Financial Services and
(James P. Bolduc) Chief Financial Officer
S/ R. L. Babcock December 18, 1995
-------------------------------
(R. L. Babcock)
as Attorney-in-fact for:
</TABLE>
Bessye W. Bennett, Esq. Director
James F. English, Jr. Director
Herman J. Fonteyne Director
Beverly L. Hamilton Director
Harvey S. Levenson Director
Denis F. Mullane Director
Richard J. Shima Director
Laurence A. Tanner Director
DeRoy C. Thomas Director
Angelo Tomasso, Jr. Director
<PAGE>
CONNECTICUT NATURAL GAS CORPORATION
Annual Report on Form 10-K
Schedule Index
Fiscal Year Ended September 30, 1995
<TABLE>
Item Description
---------- -----------
<S> <C>
II Financial Statement Schedule II; Valuation and
Qualifying Accounts and Reserves for the fiscal years
ended September 30, 1995, 1994 and 1993
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
(d) Financial Statement Schedules
----------------------------- Page 1 of 1
CONNECTICUT NATURAL GAS CORPORATION AND SUBSIDIARIES
---------------------------------------------------
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
--------------------------------------------------------------
FOR THE YEARS ENDED SEPTEMBER 30, 1995, 1994 AND 1993
-----------------------------------------------------
(THOUSANDS OF DOLLARS)
Column A Column B Column C Column D Column E
Additions
------------------------
Balance At Charged Charged Deductions Balance
Beginning To Costs To Other From At End
Description of Period And Expenses Accounts Reserves (1) of Period
----------- ---------- ------------ -------- ----------- ---------
<S> <C> <C> <C> <C> <C>
YEAR ENDED SEPTEMBER 30, 1995
-----------------------------
RESERVE DEDUCTED IN THE
BALANCE SHEET FROM THE
ASSET TO WHICH IT APPLIES:
Allowance for doubtful
accounts -
Gas $ 3,273 $ 4,653 $ - $ 3,860 $ 4,066
Other (2) 744 233 24 477 524
-------- -------- -------- -------- --------
$ 4,017 $ 4,886 $ 24 $ 4,337 $ 4,590
======== ======== ======== ======== ========
YEAR ENDED SEPTEMBER 30, 1994
-----------------------------
RESERVE DEDUCTED IN THE
BALANCE SHEET FROM THE
ASSET TO WHICH IT APPLIES:
Allowance for doubtful
accounts -
Gas $ 2,491 $ 5,990 - $ 5,208 $ 3,273
Other (3) 577 592 19 444 744
-------- -------- -------- -------- --------
$ 3,068 $ 6,582 $ 19 $ 5,652 $ 4,017
======== ======== ======== ======== ========
YEAR ENDED SEPTEMBER 30, 1993
-----------------------------
RESERVE DEDUCTED IN THE
BALANCE SHEET FROM THE
ASSET TO WHICH IT APPLIES:
Allowance for doubtful
accounts -
Gas (4) $ 2,153 $ 3,019 $ 2,200 $ 4,881 $ 2,491
Other (5) 948 450 52 873 577
-------- -------- -------- -------- --------
$ 3,101 $ 3,469 $ 2,252 $ 5,754 $ 3,068
======== ======== ======== ======== ========
</TABLE>
<TABLE>
<S> <C> <C> <S>
Note: (1) Deductions From Reserves include the write-off of uncollectible accounts, net of
recoveries of accounts previously written off.
(2) $24 Charged to Other Accounts represents recognition of trade receivables acquired
with the purchase of certain assets by the nonregulated operations.
(3) $19 Charged to Other Accounts represents interest on receivables.
(4) $2,200 Charged to Other Accounts was recognized as a regulatory asset in other
assets on the balance sheet, pending approval in the Company's December, 1993 rate
decision (See Item 7, Management's discussion and Analysis of Financial Condition
and Results of Operations and Item 8, Notes to the Financial Statements)
(5) $52 Charged to Other Accounts represents interest on receivables.
</TABLE>
<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, 1995
<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(lxix) Gas Storage Agreement No. 1626 between the Ex-10.69
Company and Tennessee Gas Pipeline Company
10(lxx) Gas Transportation Agreement No. 2498 Ex-10.70
between the Company and Tennessee Gas
Pipeline Company
10(lxxi) Gas Transportation Agreement No. 3900 Ex-10.71
between the Company and Tennessee Gas
Pipeline Company
10(lxxii) Gas Transportation Agreement No. 3901 Ex-10.72
between the Company and Tennessee Gas
Pipeline Company
10(lxxiii) Gas Transportation Agreement No. 2075 Ex-10.73
between the Company and Tennessee Gas
Pipeline Company
10(lxxiv) Gas Storage Agreement No. 6445 between the Ex-10.74
Company and Tennessee Gas Pipeline Company
10(lxxv) Gas Transportation Agreement No. 9283 Ex-10.75
between the Company and Tennessee Gas
Pipeline Company
10(lxxvi) Second Amendment to Connecticut Natural Ex-10.76
Gas Corporation Employee Savings Plan
10(lxxvii) Second Amendment to Connecticut Natural Ex-10.77
Gas Corporation Union Employee Savings
Plan
10(lxxviii) Third Amendment to Connecticut Natural Gas Ex-10.78
Corporation Union Employee Savings Plan
10(lxxix) Amendment to Connecticut Natural Gas Ex-10.79
Corporation Officers' Retirement Plan
10(lxxx) Third Amendment to Connecticut Natural Gas Ex-10.80
Corporation Deferred Compensation Plan<PAGE>
</TABLE>
Exhibit 99(i)
Page 2 of 2
<TABLE>
<CAPTION>
CONNECTICUT NATURAL GAS CORPORATION
Annual Report on Form 10-K
Exhibit Index (concluded)
Fiscal Year Ended September 30, 1995
Document
Item Description Description
------------ ----------- ------------
<C> <S> <C>
10(lxxxi) Third Amendment to The Connecticut Natural Ex-10.81
Gas Corporation Officers' Retirement Plan
and Deferred Compensation Plan Trust
Agreement
10(lxxxii) Second Amendment to Restricted Stock Ex-10.82
Agreement
10(lxxxiii) Third Amendment to Restricted Stock Ex-10.83
Agreement
10(lxxxiv) Amended and Restated CNG Nonemployee Ex-10.84
Directors' Fee Plan
10(lxxxv) CNG Nonemployee Directors' Fee Plan Trust Ex-10.85
Agreement
10(lxxxvi) HSC Termination Agreement among The Ex-10.86
Hartford Steam Company, Connecticut
Natural Gas Corporation, Energy Networks,
Inc. and Hartford, Cogeneration Limited
Partnership
11 Computation of Consolidated Primary and Ex-11
Fully Diluted Earnings Per Share
21 Subsidiaries of the Registrant Ex-21
23 Consent of Independent Public Accountants Ex-23
24 Power of Attorney Ex-24
27 Financial Data Schedule Ex-27
</TABLE>
<PAGE>
Exhibit 3(i)
Page 1 of 189
ACT INCORPORATING THE HARTFORD CITY GAS LIGHT COMPANY
Passed 1848
Resolved by this Assembly, That Solomon Porter, Harvey Seymour, Ezra
Clark, Jr., Thomas Belknap, William B. Ely and Richard D. Hubbard, with
such other persons as shall associate with them for that purpose, are
constituted a body politic and corporate, by the name of "The Hartford City
Gas Light Company," and by that name are empowered to sue and be sued,
plead and be impleaded, in any court in this state; to make and have a
common seal, and the same to break, alter or renew at pleasure; and the
said company is hereby vested with all the powers, privileges and
immunities which are or may be necessary to carry into effect the purposes
and objects of this act as herein after set forth; and said company is
hereby authorized and empowered to manufacture, make and sell gas, to be
made from rosin, coal, oil, and any other material or materials, and to
furnish such quantities of gas as may be required in the city of Hartford,
for lighting streets, stores and buildings or other purposes; and to enter
into and execute contracts, agreements or covenants in relation to the
objects of said company, and to enforce the same. And said company shall
be capable of purchasing, taking and holding, and of granting, selling and
conveying any estate, real or personal, necessary to give effect to the
specified purposes of this company, and for the accommodation of their
business and concerns.
SEC. 2. That said company shall be empowered to lay down their gas
pipes and to erect gas posts, burners and reflectors in the streets,
alleys, lanes, avenues or public grounds of the said city of Hartford, and
to do all things necessary to light the said city and the dwellings, stores
and other places situated therein; provided, that the streets, side and
cross-walks, public grounds, lanes and avenues shall not be injured, but
all be left in as good and perfect condition as before the laying of said
pipes or the erection of said posts.
SEC. 3. The capital stock of said company shall be one hundred
thousand dollars, with the privilege of increasing the same to two hundred
thousand dollars, to be divided into shares of twenty-five dollars each,
which shares shall be deemed personal property, and be transferred in such
manner and such places as the by-laws of said company shall direct.
SEC. 4. The persons named in the first section hereof, or a majority
of them, shall open books to receive subscriptions for the capital stock of
said company, at such times and places as they or a majority of them shall
direct; and shall give such notice of the times
<PAGE>
Exhibit 3(i)
Page 2 of 189
and places of opening said books as they may deem reasonable, and shall
receive said subscription under such regulations as they may adopt for the
purpose; and in case the subscriptions shall exceed four thousand shares,
the same shall be reduced and apportioned in such manner as may be deemed
most beneficial to the corporation; and in case an amount not less than
fifty thousand dollars shall be subscribed to the capital stock of said
company, they may, at their discretion, close the books of subscription,
and proceed to the organization of said company, as herein after provided.
SEC. 5. The government and direction of affairs of the company shall
be vested in a board of nine directors, who shall be chosen by the
stockholders of said company, in the manner herein after provided, and
shall hold their offices till others are duly elected and qualified to take
their places as directors; and the said directors (four of whom shall be a
quorum for the transaction of business) shall elect one of their number to
be president of the board, who shall also be president of said company;
they shall also choose a clerk, who shall be sworn to a faithful discharge
of his duty, and a treasurer, who shall give bonds with security to said
company in such sum as said directors may require, for the faithful
discharge of his trust.
SEC. 6. The persons authorized by the fourth section of this act to
open books for subscriptions to the capital stock of said company are
hereby authorized and directed, after the books of subscription to the
capital stock of said company are closed, to call the first meeting of
stockholders of said company in such way and at such time and place as they
may appoint, for the choice of directors of said company; and in all
meetings of the stockholders of said company each share shall entitle the
holder thereof to one vote, which vote may be given by said stockholder in
person or by lawful proxy. And the annual meeting of the stockholders of
said company for the choice of directors shall be holden at such time and
place, and upon such notice as said company in their by-laws may prescribe.
And in case it shall so happen that an election of directors shall not be
made on the day appointed by the by-laws of said company, said company
shall not for that cause be deemed to be dissolved, but such election may
be holden on any day which shall be appointed by the directors of said
company; and said directors shall have power to fill any vacancy in their
own number which may occur by death, resignation or otherwise.
SEC. 7. The said directors shall have full power to make and
prescribe such by-laws, rules and regulations as they shall deem needful
-2-
<PAGE>
Exhibit 3(i)
Page 3 of 189
and proper, touching the disposition and management of the stock, property,
estate and effects of said company, not contrary to the laws and
constitution of the United States or of this state, or the provisions of
this act, the transfer of shares, the duties and conduct of their officers
and their servants; also, for the election and meetings of their directors,
and other matters appertaining to their business and concerns; and may
appoint as many officers, clerks and servants, with such salaries and
allowances as shall to them seem necessary; and the said board of directors
shall have power to make and declare such dividend and dividends among the
stockholders, from time to time, as the net profits and earnings of the
business of the said company shall enable them to do.
SEC. 8. If any person shall willfully and maliciously do or cause to
be done any act or acts whatever, whereby any building, construction or
works of said company, or any gas pipe, gas post, burner or reflector, or
any matter or thing appertaining to the same, shall be stopped, obstructed,
injured or destroyed, the person or persons so offending shall be deemed
guilty of a misdemeanor, and being thereof convicted, shall be punished by
afine, not exceeding one hundred dollars, or imprisonment in the county
gaol, not exceeding six months, or by such fine and imprisonment both, at
the discretion of the court having cognizance of such offense; provided,
however, that such criminal prosecution shall not in any way impair the
right of action for damages by a civil suit hereby authorized to be brought
for any such injury as aforesaid, by and in the name of the said
corporation, in any court in this state having cognizance of the same.
SEC. 9. The said company shall cause to be kept at their office
proper books of accounts, in which shall be fairly and truly entered all
the transactions of the company, which books shall be at all times open for
the inspection of the stockholders.
SEC. 10. This act may be altered, amended or repealed at the
pleasure of the general assembly.
-3-
<PAGE>
Exhibit 3(i)
Page 4 of 189
ACT AMENDING THE CHARTER OF THE HARTFORD CITY GAS LIGHT COMPANY
Passed 1851
Upon the petition of the Hartford City Gas Light Company, praying for
certain alterations in their charter:
Resolved by this Assembly, That the Hartford City Gas Light Company
be and they are authorized and empowered to do any and all acts, and
exercise any and all rights, franchises and privileges within the limits
of the town of Hartford, which, by their original act of incorporation,
they are authorized to do and exercise within the limits of the city of
Hartford; and that all the works which said company have constructed, or
hereafter may construct, and all property which said company now own, or
hereafter may own, without the limits of said city, but within the limits
of said town, shall be owned and held by said company, subject to said
original act of incorporation.
<PAGE>
Exhibit 3(i)
Page 5 of 189
ACT AUTHORIZING THE HARTFORD CITY GAS-LIGHT COMPANY
TO INCREASE ITS CAPITAL STOCK
Approved June 12, 1861
Resolved by this Assembly, That the Hartford City Gas-Light Company
be and said corporation hereby is fully authorized and empowered, from time
to time, to increase its capital stock to a sum not exceeding in the whole
five hundred thousand dollars.
<PAGE>
Exhibit 3(i)
Page 6 of 189
ACT AMENDING THE CHARTER OF THE HARTFORD CITY GAS LIGHT COMPANY
Approved July 12, 1870
Resolved by this Assembly. SEC. 1. That the Hartford City Gas Light
Company are hereby authorized and empowered to do any and all acts, and
exercise any and all rights and privileges within the limits of the town of
Hartford, which, by their original act of incorporation they are authorized
to do and exercise within the limits of the city of Hartford; and that all
the works which said company have constructed, or may construct, without
the limits of said city, but within the limits of said town, shall be owned
and held by said company, subject to said original act of incorporation.
SEC. 2. That said Hartford City Gas Light Company is hereby
authorized to increase its capital stock to an amount not exceeding seven
hundred and fifty thousand dollars.
SEC. 3. This act may be amended or repealed at the pleasure of the
general assembly.
<PAGE>
Exhibit 3(i)
Page 7 of 189
HARTFORD CITY GAS LIGHT COMPANY
--------------------------------
Hartford Conn. 11th Jan. 1871
At a meeting of the Stockholders of the Hartford City Gas Light
Company, held this day at the office of the Company it was
VOTED: "That the amendment of the Charter of the Hartford City Gas
Light Company authorizing and empowering the said Company to extend their
works beyond the limits of the "city" and within the limites of the "town"
of Hartford, and also to increase their "capital stock" to an amount not
exceeding seven hundred and fifty thousand dollars, as passed by the
"General Assembly" at its session held in the City of New Haven in 1870,
and approved July 13th, 1870 be and the same is hereby approved and
accepted."
Attest,
J.P. Harbison
Secretary
Rec'd and filed January 12, 1871.
<PAGE>
Exhibit 3(i)
Page 8 of 189
ACT AMENDING THE CHARTER OF THE HARTFORD CITY GAS LIGHT COMPANY
Approved March 25, 1879
Resolved by this Assembly: That the Hartford City Gas Light Company
be, and said corporation hereby is, fully authorized and empowered, from
time to time, to increase its capital stock to a sum not exceeding in the
whole one million dollars: but no stock shall be issued for a greater sum
than the capital actually paid in.
<PAGE>
Exhibit 3(i)
Page 9 of 189
[Senate Joint Resolution No. 109.]
[161]
AMENDING THE CHARTER OF THE HARTFORD GAS LIGHT COMPANY
RESOLVED BY THIS ASSEMBLY: That in addition to the powers and
privileges granted The Hartford Gas Light Company by its charter, the said
corporation is hereby authorized and empowered to generate, produce, use,
distribute, and sell electricity within the town of Hartford for any
purpose for which electricity may be used, and may light any public or
private buildings or grounds, streets, avenues, lanes, parks, and squares
within said territory, by means of electricity conducted by wires above or
beneath the surface of the ground through, over, along, or across the
streets and public grounds of said town, and may make, enter into, and
execute contracts in relation to the objects and purposes of said
corporation, and may enforce the same. Said corporation is authorized to
erect and construct such buildings, poles, posts, and fixtures, and to lay
down, construct, and maintain beneath the surface of the ground, and in the
public streets and grounds in said town, lines of wire enclosed in pipes,
or otherwise insulated and protected, or other apparatus for conducting
electric currents, as may be necessary or convenient to carry on the
business of said corporation; PROVIDED HOWEVER, that in using or occupying
in any way any highway or public ground said company shall not use or
exercise any power or privilege hereinbefore granted except in conformity
with, and subject to, the then existing provisions of the general laws of
this state relating to the similar use of such highways or public grounds
by any company or corporation for a similar purpose. For all purposes of
classification said company shall be held and deemed to be a gas company.
Approved April 7, 1887.
41
<PAGE>
Exhibit 3(i)
Page 10 of 189
The Hartford City Gas Light Company
Acceptance of Charter Amendment
--------------------------------
Hartford, Conn. 20 April 1887
I hereby certify that at a meeting of the Stockholders of the
Hartford City Gas Light Company duly warned, held on the 18th day of April,
1887, it was unanimously:
Voted: To accept the amendment to the charter of this Company
granted by act of the General Assembly of this State, approved April 7,
1887.
Attest
Thomas Evans;
Secretary
Hartford City Gas Light Company
Rec'd and filed April 22, 1887.
<PAGE>
Exhibit 3(i)
Page 11 of 189
ACT AMENDING THE CHARTER OF THE HARTFORD CITY GAS LIGHT COMPANY
Approved March 30, 1899
Resolved by this Assembly: That the Hartford City Gas Light Company,
in addition to the powers, privileges, and immunities granted in its
charter, is hereby authorized and empowered to lay down gas mains and pipes
and to erect gas posts or fixtures in the streets, highways, and public
grounds of the towns of Wethersfield, West Hartford, and Windsor; and to do
all things necessary or convenient in order to furnish gas for any purpose
to the inhabitants of said towns, and to make and execute contracts or
agreements in relation thereto and to enforce the same; provided, that said
streets, highways, and public grounds shall not be injured, but all left in
as good condition as before the laying of said mains and pipes. And the
use of said streets, highways, and public grounds and the location of said
mains, pipes, and fixtures therein shall be subject to the approval,
consent, and supervision of the selectmen of the town within which such,
streets, highways, and public grounds are situated.
<PAGE>
Exhibit 3(i)
Page 12 of 189
ACT AMENDING THE CHARTER OF THE HARTFORD CITY GAS LIGHT COMPANY
Approved April 19, 1899
Resolved by this Assembly: That The Hartford City Gas Light Company
be and said corporation hereby is fully authorized and empowered from time
to time to increase its capital stock to a sum not exceeding in the whole
one million dollars; but no stock shall be issued for a greater sum than
the capital actually paid in in cash.
<PAGE>
Exhibit 3(i)
Page 13 of 189
Acceptance of Amendment
------------------------
Hartford, Conn. 26th June, 1899.
At a special meeting of the Stockholders of the Hartford City Gas
Light Company, legally warned and held at the office of the said Company,
on June 26th, 1899, for the purpose of taking action on the acceptance of
amendments to its charter, passed by the General Assembly of the State of
Connecticut, and approved March 30 and April 19, 1899, the following
resolution was unanimously adopted:
"Voted, that the amendment to the charter of the Company allowing it
to extend its mains, pipes, etc., to include the towns of
Wethersfield, West Hartford and Windsor, passed by the General
Assembly of the State of Connecticut, and approved March 30, 1899;
and
the amendment to said charter increasing the capital stock of said
Company to a sum not exceeding in the whole $1 million, passed by the
General Assembly of the State of Connecticut, and approved April 19,
1899 are hereby accepted."
And I hereby certify that the foregoing is a true copy of the
original vote accepting said amendments by the Stockholders of said
Company.
Attest:
Thomas Evans, Secretary
Filed July 3, 1899.
<PAGE>
Exhibit 3(i)
Page 14 of 189
ACT AUTHORIZING THE HARTFORD CITY GAS LIGHT COMPANY TO ISSUE BONDS
Approved May 11, 1905
Resolved by this Assembly: That The Hartford City Gas Light Company
is hereby authorized to issue bonds to an amount not exceeding one million
dollars, the proceeds thereof to be used exclusively for the purpose of
funding the present indebtedness of said company and improving and
extending its plant; provided, that at no time shall the amount of the
bonds outstanding exceed the amount of the outstanding capital stock; and
provided further, that bonds issued for purposes other than for the purpose
of funding present indebtedness shall not exceed in amount eighty per
centum of the actual cost of the improvements and extensions for which they
may be issued; and to secure said bonds by a mortgage of any or all of its
franchises and other property, whether real, personal, or mixed, including
after-acquired property.
<PAGE>
Exhibit 3(i)
Page 15 of 189
THE HARTFORD CITY GAS LIGHT COMPANY
------------------------------------
Acceptance of Amendment to Charter
------------------------------------
At a meeting of the stockholders of The Hartford City Gas Light
Company legally warned for the purpose and held at Hartford, Connecticut,
on the 22nd day of May, A.D. 1905, the following vote was duly passed;
VOTED, That the amendment to the charter of the Hartford City Gas Light
Company contained in the resolution of the General Assembly of the State of
Connecticut, entitled, "Resolution Authorizing The Hartford City Gas Light
Company to issue Bonds" and approved May 11, 1905, be and the same is
hereby accepted by this corporation.
AND VOTED FURTHER, That an attested copy of this acceptance be
forthwith filed in the office of the Secretary of the State by the
Secretary of this corporation.
Attest:
John A. McArthur Secretary -
Hartford City Gas Light Company
(Co's seal)
Received and filed May 23, 1905.
--------------------------------
<PAGE>
Exhibit 3(i)
Page 16 of 189
ACT AMENDING THE CHARTER OF THE HARTFORD CITY GAS LIGHT COMPANY
Approved July 27, 1907
Resolved by this Assembly: That The Hartford City Gas Light Company
is hereby authorized to increase its capital stock, from time to time, to
an amount not exceeding in the whole two million dollars; provided, that no
shares shall be issued except for cash and that no shares shall be issued
for less than their par value.
<PAGE>
Exhibit 3(i)
Page 17 of 189
THE HARTFORD CITY GAS LIGHT CO.,
---------------------------------
CERTIFICATE OF ACCEPTANCE OF AMENDMENT TO THE CHARTER OF
----------------------------------------------------------
THE HARTFORD CITY GAS LIGHT CO.,
----------------------------------
THIS IS TO CERTIFY, That at a meeting of the Stockholders of The
Hartford City Gas Light Co., legally warned and held for the purpose on the
9th day of October, 1907, the resolution amending the Charter of said
Corporation, passed at the January Session of the General Assembly, 1907,
and approved July 27, 1907 was accepted by a unanimous vote of the
Stockholders present.
Dated at Hartford, Conn. this 9th day of October 1907.
Attest,
George Bullock, Vice-President.
J. A. McArthur, Secretary.
(Company's Seal)
Received and filed October 11, 1907
<PAGE>
Exhibit 3(i)
Page 18 of 189
THE HARTFORD CITY GAS LIGHT COMPANY
------------------------------------
CERTIFICATE OF INCREASE OF CAPITAL STOCK
------------------------------------------
WE, THE UNDERSIGNED, a majority of the directors of The Hartford City
Gas Light Company a corporation organized under a special charter granted
by the General Assembly of the State of Connecticut, and located in the
town of Hartford, in said State,
HEREBY CERTIFY, that at a meeting of the stockholders of said
corporation duly called and held for that purpose at Hartford in said
State, on the 26th day of January 1910, it was resolved by a vote of at
least two-thirds of each class of stock to increase the capital stock of
said corporation by issuing Thirty Thousand shares of the par value of
Twenty five dollars each, making the whole number of shares issued Sixty
Thousand, and the whole amount of capital stock One Million five hundred
thousand dollars.
Dated at Hartford, this 26 day of February 1910.
Edward B. Bennett
Francis R. Cooley A Majority
James H. Knight of the
John R. Hills Directors
George Roberts
State of Connecticut, )
(SS. Hartford February 26 1910
County of Hartford )
<PAGE>
Exhibit 3(i)
Page 19 of 189
Personally appeared Edward B. Bennett, Francis R. Cooley, James H.
Knight, John R. Hills and George Roberts, a majority of the directors of
The Hartford City Gas Light Company and made oath to the truth of the
foregoing certificate, by them signed, before me.
William A. Kneeland
Notary Public
(Seal)
Approved, Feb. 28, 1910
Increased Capital Stock Tax
$750, Paid, Feb. 28, 1910.
<PAGE>
Exhibit 3(i)
Page 20 of 189
ACT AMENDING THE CHARTER OF THE HARTFORD CITY GAS LIGHT COMPANY
Approved March 30, 1911
Resolved by this Assembly: SECTION 1. That The Hartford City Gas
Light Company is hereby authorized to increase its capital stock, from time
to time, to an amount not exceeding, in the aggregate, five million
dollars: provided, that no shares of such additional stock shall be issued
except for cash, nor for less than their par value.
SEC. 2. This resolution shall become operative as an amendment to the
charter of said corporation if, at any time not later than the date for the
annual meeting of said corporation in 1911, it shall be accepted at a
meeting of the stockholders of said corporation legally warned and held for
that purpose, and an attested copy of such acceptance filed in the office
of the secretary of the state.
<PAGE>
Exhibit 3(i)
Page 21 of 189
ACT AMENDING A RESOLUTION AMENDING THE CHARTER OF THE
HARTFORD CITY GAS LIGHT COMPANY
Approved June 13, 1911
Resolved by this Assembly: That section two of the resolution
amending the charter of The Hartford City Gas Light Company, approved March
30, 1911, is hereby amended by striking out the figures "1911" and
inserting in lieu thereof the figures "1912".
<PAGE>
Exhibit 3(i)
Page 22 of 189
THE HARTFORD CITY GAS LIGHT COMPANY
-------------------------------------
CERTIFICATE OF INCREASE OF CAPITAL STOCK
------------------------------------------
We, the undersigned, a majority of the directors of The Hartford City
Gas Light Company, a corporation organized under a special charter granted
by the General Assembly of the State of Connecticut and located in the town
of Hartford in said State, do certify that at a meeting of the stockholders
of said corporation duly called and held for that purpose at Hartford in
said State on the 31st day of January, 1911, it was resolved by a vote of
at least two-thirds of each class of stock to increase the capital stock of
said corporation by issuing twenty thousand shares of common stock of the
par value of Twenty-five Dollars each, making the whole number of shares of
the capital stock of said corporation issued eighty thousand shares,
consisting of thirty thousand shares of preferred and fifty thousand shares
of common stock, and the whole amount of capital stock Two Million Dollars,
by a resolution of which the following is a copy:
Resolved that the directors of this company be and
they are hereby authorized and empowered to issue twenty
thousand shares of the authorized unissued stock of the
par value of Twenty-five Dollars a share and to be offered
at par to all stockholders, preferred and common, in
proportion to their stockholding, to wit, one share of new
stock for each three shares of stock outstanding, both
preferred and common, subscriptions
<PAGE>
Exhibit 3(i)
Page 23 of 189
to be payable in cash in two installments, fifty per cent
on or before April 1, 1911, and fifty per cent on or
before July 1, 1911, said stock to be issued as of July 2,
1911, and to participate in all dividends subsequently
declared, the company to allow interest upon all payments
made in advance of July 1, 1911 from date of payment to
July 1, 1911, at the rate of five per cent per annum.
Edward B. Bennett
Francis B. Cooley A Majority
John R. Hills of the
John T. Robinson Directors.
James H. Knight
State of Connecticut, )
) Hartford, July 19, 1911.
County of Hartford )
Personally appeared Edward B. Bennett, Francis R. Cooley, John R.
Hills, John T. Robinson and James H. Knight, a majority of the directors of
The Hartford City Gas Light Company, and made oath to the truth of the
foregoing certificate by them signed, before me.
Albion B. Wilson,
(Seal) Notary Public.
Approved July 19, 1911.
Charter Fee $500 Paid
July 19, 1911.
-2-
<PAGE>
Exhibit 3(i)
Page 24 of 189
THE HARTFORD CITY GAS LIGHT COMPANY
------------------------------------
Certificate of Acceptance of Amendment
---------------------------------------
to the Charter of
-----------------
The Hartford City Gas Light Company
------------------------------------
This is to certify that at a meeting of the stockholders of The
Hartford City Gas Light Company legally warned and held for the purpose on
the 16th day of January, 1912, such time being not later than the date for
the annual meeting of said corporation in 1912, the amendment to the
charter of said corporation contained in resolution of the Genneral
Assembly of the State of Connecticut passed at its January session, 1911,
and approved March 30th, 1911, as amended by resolution of the General
Assembly passed at said session and approved June 13th, 1911, was accepted
by an unanimous vote of the stockholders present, of which vote the
following is a copy:
Resolved
That the amendment to the charter of
The Hartford City Gas Light Company contained
in resolution of the General Assembly of the
State of Connecticut passed at its January
session, 1911, and approved March 30th, 1911,
as amended by resolution of the General
Assembly of the State of Connecticut passed at
its said session and approved June 13th, 1911,
be and it hereby is accepted.
Dated at Hartford this 16th day of January 1912.
Attest:
E. B. Bennett, President
J. A. McArthur, Secretary
Received and filed
Jan. 16, 1912. <PAGE>
Exhibit 3(i)
Page 25 of 189
THE HARTFORD CITY GAS LIGHT COMPANY
------------------------------------
CERTIFICATE OF INCREASE OF CAPITAL STOCK.
-----------------------------------------
WE, THE UNDERSIGNED, a majority of the Directors of The Hartford City
Gas Light Company, a corporation organized under a special charter granted
by the General Assembly of the State of Connecticut, and located in the
town of Hartford, in said State,
HEREBY CERTIFY, that at a meeting of the stockholders of said
corporation duly called and held for that purpose at Hartford in said
State, on the 26th day of January, 1910, it was resolved by a vote of
stockholders holding not less than two-thirds of the stock of such
corporation, all of said stock being common stock, that said corporation
increase its capital stock from Seven Hundred Fifty Thousand Dollars
($750,000) to One Million Five Hundred Thousand Dollars ($1,500,000.) by
the issue of thirty thousand (30,000) additional shares of preferred stock
of the par value of Twenty-five Dollars ($25.) a share, said preferred
stock to be entitled to cumulative dividends at the rate of eight per cent.
(8%) per annum, quarterly dividends of two per cent (2%) to be paid thereon
before any dividends are payable upon the common stock of the company, the
first quarterly dividend of two per cent (2%) to be paid April 1st, 1910,
said preferred stock in the event of liquidation of the Corporation or
distribution of its assets to be preferred as to the entire assets to the
amount of Fifty Dollars ($50) a share, all shares whether of preferred or
<PAGE>
Exhibit 3(i)
Page 26 of 189
common stock, to have equal voting rights and equal right to participate in
subscriptions to any future increase or capital stock; making the whole
number of shares issued sixty thousand (60,000), to-wit: thirty thousand
(30,000) shares of common stock and thirty thousand (30,000) shares of
preferred stock all of the par value of Twenty-five Dollars ($25.) each,
and the whole amount of capital stock One Million Five Hundred Thousand
Dollars ($1,500,000); and this certificate is made pursuant to Section 51
of Chapter 194 of the Public Acts of 1903 and is in addition to the
certificate of even date herewith filed pursuant to the provision of
Section 47 of said Act in relation to the increase of capital stock
aforesaid.
Dated at Hartford, this 26th day of February 1910.
Edward B. Bennett
John T. Robinson A Majority
James H. Knight of the
Francis R. Cooley Directors.
George Roberts
(U.S. Int. Rev. Stamp for)
(10/100 dollars )
(affixed and cancelled. )
-2-
<PAGE>
Exhibit 3(i)
Page 27 of 189
STATE OF CONNECTICUT )
ss. Hartford, June 2nd, 1915.
COUNTY OF HARTFORD )
Personally appeared Edward B. Bennett, John T. Robinson, James H.
Knight, Francis R. Cooley and George Roberts a majority of the directors of
The Hartford City Gas Light Company, and made oath to the truth of the
foregoing certificate, by them signed before me.
Francis E. Jones,
Notary Public.
(Seal) My commission expires Feb. 1, 1917.
Received and filed
Jun 2, 1915.
-3-
<PAGE>
Exhibit 3(i)
Page 28 of 189
AN ACT AMENDING THE CHARTER OF THE HARTFORD CITY GAS
LIGHT COMPANY
Approved April 26, 1917
Be it enacted by the Senate and House of Representatives in General
Assembly convened:
SECTION 1. The Hartford City Gas Light Company is authorized to
purchase the franchise of The South Manchester Light, Power and Tramway
Company to manufacture, make and sell gas within the limits of the town
of Manchester, with the rights and powers incidental to the right to
manufacture, make and sell gas within the limits of the said town, and to
hold, use and enjoy said franchise, rights and powers, and to contract with
said company for the purchase, acquiring, holding and enjoyment of said
franchise, rights and powers, subject to the conditions and limitations in
such contract contained. For the purpose of carrying on its business under
said franchise, rights and powers in said town, The Hartford City Gas Light
Company is authorized to use as a trade name the name The Manchester Gas
Company.
SEC. 2. The Hartford City Gas Light Company is authorized to
construct, lay and maintain a supply gas main from its plant in the city of
Hartford across the town of East Hartford in Pitkin, Main and Silver
streets or on lands contiguous to or abutting said streets to the boundary
of the Town of Manchester and in the streets and highways of the town of
Manchester, to connect with the gas plant and system of The South
Manchester Light, Power and Tramway Company.
<PAGE>
Exhibit 3(i)
Page 29 of 189
THE HARTFORD CITY GAS LIGHT COMPANY.
_____________________________________
CERTIFICATE OF ACCEPTANCE OF AMENDMENT
_______________________________________
TO CHARTER OF THE HARTFORD CITY GAS LIGHT COMPANY
____________________________________________________
This is to certify at a meeting of the stockholders of The Hartford
City Gas Light Company, legally warned and held for the purpose, on the
22nd day of June 1917, the act amending the charter of said corporation,
passed at January session of the General Assembly 1917 and approved April
26th, 1917, and approved April 26th, 1917, was accepted by a unanimous vote
of the stockholders present, the record of which action is as follows:
On a motion duly made and seconded, the amendment was accepted by a
stock vote of 2643 in the affirmative.
Dated at Hartford, Connecticut, the 8 day of August, 1917.
E. B. Bennett, President
Attest:
J. A. McArthur, Secretary
Received and filed
Aug 10, 1917.
<PAGE>
Exhibit 3(i)
Page 30 of 189
THE HARTFORD CITY GAS LIGHT COMPANY.
_____________________________________
CERTIFICATE OF INCREASE OF CAPITAL STOCK OF
____________________________________________
HARTFORD CITY GAS LIGHT COMPANY
_________________________________
We, the undersigned, a majority of the Directors of the Hartford City
Gas Light Company, a corporation organized under a special charter granted
by the General Assembly of the State of Connecticut and located in the Town
of Hartford in said State, hereby certify, that at a meeting of the
stockholders of said corporation duly called and held for that purpose at
Hartford in said State on the 15th day of January, 1918, it was resolved by
a vote of at least two-thirds of each class of stock to increase the
capital stock of said corporation by issuing twenty thousand (20,000)
shares of the authorized unissued stock of the Company of the par value of
Twenty-five Dollars ($25) each, such additional stock to be common stock,
making the whole number of shares issued seventy thousand (70,000) shares
of common stock and thirty thousand (30,000) shares of preferred stock or a
total of one hundred thousand (100,000) shares of both classes of stock and
the whole amount of capital stock one million seven hundred fifty thousand
(1,750,000) dollars of common stock and seven hundred fifty thousand
(750,000) dollars of preferred stock or a total of two million five hundred
thousand (2,500,000) dollars.
Dated at Hartford this 1st day of October, A.D. 1919.
<PAGE>
Exhibit 3(i)
Page 31 of 189
Edward B. Bennett
Francis H. Cooley A majority
John T. Robinson of the
James H. Knight Directors
Frank C. Sumner
STATE OF CONNECTICUT )
) ss. Hartford, November 3, 1919
COUNTY OF HARTFORD )
Personally appeared Edward B. Bennett, Francis R. Cooley, John T.
Robinson, James H. Knight and Frank C. Susner, a majority of the Directors
of The Hartford City Gas Light Company and made oath to the truth of the
foregoing certificate by them signed, before me.
William A. Kneeland
______________________________
Notary Public
(SEAL)
Charter Fee Paid $500. Nov. 3, 1919.
Approved Nov. 3, 1919.
-2-
<PAGE>
Exhibit 3(i)
Page 32 of 189
THE HARTFORD CITY GAS LIGHT COMPANY.
_____________________________________
CERTIFICATE OF INCREASE OF CAPITAL STOCK
__________________________________________
WE, THE UNDERSIGNED, a majority of the directors of The Hartford City
Gas Light Company a corporation organized under a special charter granted
by
the General Assembly of the State of Connecticut, and located in the town
of
Hartford, in said State,
HEREBY CERTIFY that at a meeting of the stockholders of said
corporation duly called and held for that purpose at Hartford in said
State, on the 15th day of January 1924, it was resolved by a vote of at
least two- thirds of each class of stock to increase the capital stock of
said corporation by issuing Twenty Thousand (20,000) shares of the par
value of Twenty-five ($25.00) dollars each, making the whole number of
shares issued One Hundred Twenty Thousand (120,000) and the whole amount of
capital stock Three Million ($3,000.000) dollars.
Dated at Hartford, Conn. this 17th day of March 1924.
Edward B. Bennett )
)
M. G. Bulkeley, Jr. ) A majority
)
Elijah C. Johnson ) of the
)
Francis R. Cooley ) Directors.
)
John T. Robinson )
<PAGE>
Exhibit 3(i)
Page 33 of 189
State of Connecticut. )
) ss. Hartford, Conn., Mar. 17th, 1924.
County of Hartford )
Personally appeared Edward B. Bennett, M. G. Bulkeley, Jr., Elijah C.
Johnson, Francis H. Cooley, John T. Robinson, a majority of the directors
of The Hartford City Gas Light Company, and made oath to the truth of the
foregoing certificate, by them signed before me.
William A. Kneeland
____________________________
Notary Public
(Seal)
Approved Mar 18, 1924
$2,500,000. to $3,000.000.
Increased Capital Stock Tax.
$500.00 paid
Walter R. King
For Treasurer.
-2-
<PAGE>
Exhibit 3(i)
Page 34 of 189
AN ACT CHANGING THE NAME OF THE HARTFORD CITY
GAS LIGHT COMPANY TO THE HARTFORD GAS COMPANY
AND AMENDING ITS CHARTER
Approved June 7, 1927
Be it enacted by the Senate and House of Representatives in General
Assembly convened:
SECTION 1. The name of The Hartford City Gas Light Company, a
corporation chartered by resolution of the general assembly passed at its
May session, 1848, is changed to The Hartford Gas Company.
SEC. 2. Said corporation is authorized to distribute and sell gas
in the towns of Bloomfield and Glastonbury and to lay gas mains and pipes
and to erect gas posts and fixtures in the streets, highways and public
grounds of said towns and to do all things necessary or convenient in order
to furnish gas for any purpose to said towns and to the inhabitants
thereof.
SEC. 3. In addition to the powers heretofore granted under its
charter and the amendments thereto, said corporation is authorized to
purchase gas for distribution and sale in any territory within which it is
or may be empowered to distribute and sell gas.
<PAGE>
Exhibit 3(i)
Page 35 of 189
THE HARTFORD CITY GAS LIGHT COMPANY.
_____________________________________
CERTIFICATE OF ACCEPTANCE OF AMENDMENT TO CHARTER
___________________________________________________
THIS IS TO CERTIFY That at a meeting of the stockholders of The
Hartford City Gas Light Company legally warned and held for the purpose on
the 7th day of July, 1927, the Act amending the charter of said corporation
passed at the January Session of the General Assembly 1927 was accepted by
a unanimous vote of the stockholders present in person and by proxy, more
than two-thirds of all outstanding stock of the Company being represented
at said meeting, of which vote the following is a copy:
"VOTED: That the Act of the General Assembly of the State of
Connecticut approved June 7, 1927, entitled `An Act Changing the Name
of The Hartford City Gas Light Company to The Hartford Gas Company
and Amending its Charter' be and the same hereby is accepted by this
corporation."
Dated at Hartford this day of July, 1927.
Attest:
E. E. Eysenbach
______________________________
President
(Corporate Seal)
J. A. McArthur
______________________________
Secretary
Received and Filed
JUL 8 1927 <PAGE>
Exhibit 3(i)
Page 36 of 189
THE HARTFORD GAS COMPANY
__________________________
CERTIFICATE OF INCREASE OF CAPITAL STOCK OF
____________________________________________
THE HARTFORD GAS COMPANY
__________________________
We, the undersigned, a majority of the Directors of The Hartford Gas
Company, a corporation organized under a special charter granted by the
General Assembly of the State of Connecticut and located in the Town of
Hartford in said State, hereby certify that at a meeting of the
stockholders of said corporation duly called and held for that purpose at
Hartford in said State on the seventh day of July, 1927 and increase of its
capital stock by the issue of twenty thousand (20,000) shares of common
stock of the par value of Twenty-five Dollars ($25) a share was authorized
by a vote of at least two-thirds of each class of stock issued and
outstanding at the time of said vote, such increase to make the number of
shares of the capital stock consist of one hundred ten thousand (110,000)
shares of common stock of the par value of Twenty-five Dollars ($25) a
share and thirty thousand (30,000) shares of preferred stock of the par
value of Twenty-five Dollars ($25) a share and the whole amount of capital
stock Three Million Five Hundred Thousand Dollars ($3,500,000).
Dated at Hartford, Connecticut this 4th day of January, 1928.
E. E. Eysenbach )
) A
Francis R. Cooley )
) Majority
John T. Robinson )
<PAGE>
Exhibit 3(i)
Page 37 of 189
) of the
Elijah C. Johnson )
) Directors
Arthur D. Johnson )
State of Connecticut )
) ss. Hartford, January 4, A.D. 1928
County of Hartford )
Personally appeared E.E. Eysenbach, Francis R. Cooley, John T.
Robinson, Elijah C. Johnson and Arthur E. Johnson, a majority of the
Directors of The Hartford Gas Company and made oath to the truth of the
foregoing certificate by them signed, before me.
Lucius F. Robinson, Jr.
________________________________
Notary Public.
(SEAL)
Received and Filed
JAN 4, 1928
$500.# Paid Jan. 4, 1928.
A.M.Desmore
For Secretary
-2-
<PAGE>
Exhibit 3(i)
Page 38 of 189
THE HARTFORD GAS COMPANY
__________________________
CERTIFICATE OF INCREASE OF CAPITAL STOCK OF
____________________________________________
THE HARTFORD GAS COMPANY
__________________________
We, the undersigned, a majority of the Directors of The Hartford Gas
Company, a corporation organized under a special charter granted by the
General Assembly of the State of Connecticut and located in the Town of
Hartford in said State, hereby certify that at a meeting of the
Stockholders of said corporation duly called and held for that purpose at
Hartford in said State on the twenty-fifth day of April, 1928 an increase
of its capital stock by the issue of twenty thousand (20,000) shares of
common stock of the par value of Twenty-five Dollars ($25) a share was
authorized by a vote of at least two-thirds of each class of stock issued
and outstanding at the time of said vote, such increase to make the number
of shares of the capital stock consist of one hundred thirty thousand
(130,000) shares of common stock of the pare value of Twenty-five Dollars
($25) a share and thirty thousand (30,000) shares of preferred stock of the
par value of Twenty-five Dollars ($25) a share and the whole amount of
capital stock Four Million Dollars ($4,000,000).
Dated at Hartford, Connecticut this fifteenth day of December, 1928.
E. E. Eysenbach )
)
Francis R. Cooley ) A majority
) of the
Elijah C. Johnson
<PAGE>
Exhibit 3(i)
Page 39 of 189
)
Clifford D. Cheney )
)
Charles D. Rice )
State of Connecticut)
) ss. Hartford, December 15th, A.D. 1928
County of Hartford )
Personally appeared E. E. Eysenbach, Francis R. Cooley, Elijah C.
Johnson, Clifford D. Cheney, and Charles D. Rice, a majority of the
Directors of The Hartford Gas Company and made oath to the truth of the
foregoing certificate by them signed, before me.
Martin J. Coughlin
____________________________
Notary Public.
(Seal)
Approved, Dec. 19, 1928.
By Elmer H. Lounabury,
Fee for Increase Capital,
$500. # Paid, Dec. 19, 1928.
A. M. Desmore, For Secretary.
-2-
<PAGE>
Exhibit 3(i)
Page 40 of 189
THE HARTFORD GAS COMPANY
__________________________
CERTIFICATE OF INCREASE OF CAPITAL STOCK OF
____________________________________________
THE HARTFORD GAS COMPANY
__________________________
We, the undersigned, a majority of the Directors of The Hartford Gas
Company, a Corporation organized under a special charter granted by the
General Assembly of the State of Connecticut and located in the Town of
Hartford in said State, hereby certify that at a meeting of the
stockholders
of said Corporation duly called and held for that purpose at Hartford in
said State on the second day of May, 1929 an increase of its capital stock
by the issue of twenty thousand (20,000) shares of Common stock of the par
value of Twenty-five dollars -($25.00) a share was authorized by a vote of
at least two-thirds of each class of stock issued and outstanding at the
time of said vote, such increase to make the number of shares of the
Capital
stock consist of one hundred fifty thousand, -(150,000) shares of Common
stock at the par value of Twenty-five dollars, ($25.00) a share, and thirty
thousand, -(30,000) shares of Preferred stock of the par value of Twenty-
five dollars, ($25.00) a share, and the whole amount of Capital stock Four
million five hundred thousand dollars, -($4,500,000).
Dated at Hartford, Connecticut, this sixteenth day of December, 1929.
<PAGE>
Exhibit 3(i)
Page 41 of 189
John T. Robinson
Elijah C. Johnson A
Charles L. Taylor Majority
M.S. Little of the
E.E. Eysenbach Directors
State of Connecticut )
) ss. Hartford, December 16th, A.D. 1929.
County of Hartford )
Personally appeared E.E.Eysenbach, John T. Robinson, Elijah C.
Johnson, Charles L. Taylor and Mitchell S. Little, a majority of the
Directors of The Hartford Gas Company, and made oath to the truth of the
foregoing certificate by them signed, before me.
(Seal) Martin J. Coughlin
Notary Public.
Approved, Dec. 18, 1929
$500.# Paid, Dec. 18, 1929.
<PAGE>
Exhibit 3(i)
Page 42 of 189
(Senate Bill No. 27.)
(101)
AN ACT AMENDING THE CHARTER OF THE HARTFORD GAS COMPANY
Be it enacted by the Senate and House of Representatives in General
Assembly
concerned:
Section five of the resolution of the general assembly passed at its
May session, 1848, incorporating The Hartford City Gas Light Company, the
name of said corporation having been changed by the general assembly to The
Hartford Gas Company, is amended to read as follows: The government and
direction of the affairs of the company shall be vested in a board of
directors consisting of not less than seven and not more than twelve, who
shall be chosen by the stockholders of said company, in the manner
herinafter provided and shall hold their office until others shall be
elected and shall have qualified to take their places as directors. Said
directors, a majority of whom shall be quorum for the transaction of
business, shall elect one of their number to be president of the board, who
shall also be president of said company. They shall also choose a
treasurer who shall give bonds with security to said company in such sum as
said directors may require for the faithful discharge of his trust and
shall also choose a secretary.
Approved April 14, 1937.
Form 61-58
State of Connecticut )
) ss. Hartford
OFFICE OF THE SECRETARY OF STATE )
I hereby certify that the foregoing is a true copy of record in this office
In Testimony Whereof I have hereunto set my
hand and of said at
Hartford, this 9th day
of June A.D. 1978
/s/ Deputy Secretary of the State
<PAGE>
Exhibit 3(i)
Page 43 of 189
THE HARTFORD GAS COMPANY
__________________________
CERTIFICATE OF ACCEPTANCE OF AMENDMENT TO CHARTER OF
____________________________________________
THE HARTFORD GAS COMPANY
__________________________
THIS IS TO CERTIFY That at a meeting of the stockholders of THE
HARTFORD GAS COMPANY, legally warned and held for the purpose on the 16th
day of June, 1937, the Act amending the charter of said Corporation passed
at the January Session of the General Assembly 1937 and approved on the
14th day of April 1937, was accepted by a unanimous vote of the
stockholders present, of which the following is a copy:
VOTED: That the Act of the General Assembly of the State of
Connecticut entitled "An Act amending the charter of The Hartford Gas
Company" be and the same hereby is accepted by this Corporation.
Dated at Hartford, Connecticut, this 16th day of July, 1937.
N. B. Berlotte
President.
Attest:
M. J. Coughlin
Secretary.
(Corporate Seal)
RECEIVED AND FILED
JULY 20, 1937
<PAGE>
Exhibit 3(i)
Page 44 of 189
AN ACT AMENDING THE CHARTER OF THE HARTFORD
GAS COMPANY
Approved March 12, 1943
Be it enacted by the Senate and House of Representatives in General
Assembly convened:
SECTION 1. Subject to the approval of the public utilities
commission, The Hartford Gas Company is authorized to increase its capital
stock from time to time to an amount not exceeding in the aggregate seven
million five hundred thousand dollars.
SEC. 2. Subject to the approval of the public utilities commission,
said company is authorized to issue, from time to time, notes, bonds or
other evidences of indebtedness payable at periods of more than one year
after the date thereof (a) to provide funds for the acquisition of property
or for the construction, completion, extension or improvement of its
services, or (b) to reimburse its treasury for moneys expended for such
acquisition or for such construction, completion, extension or improvement
which were not obtained through the issue of stock, notes, bonds or other
evidences of indebtedness, or (c) for the discharge, funding or refunding
of its obligations; provided the aggregate principal amount of such notes,
bonds or other evidences of indebtedness outstanding shall at no time
exceed the amount of its outstanding capital stock.
SEC. 3. This act shall become operative as an amendment to the
charter of said corporation if, within one year after its passage, (a) it
shall be accepted by vote of a majority of the stock of said corporation
present in person or by proxy at a meeting legally warned and held for such
purpose, and (b) an attested copy of such acceptance shall be filed in the
office of the secretary of the state.
<PAGE>
Exhibit 3(i)
Page 45 of 189
THE HARTFORD GAS COMPANY
THIS IS TO CERTIFY That at a meeting of the stockholders of The
Hartford Gas Company, legally warned and held for the purpose on the 17th
day of March, 1943, the Act amending the charter of said corporation passed
at the January Session of the General Assembly of 1943 and approved March
12, 1943 was accepted by a unanimous vote of the stockholders present in
person and by proxy, of which the following is a copy:
RESOLVED: That the Act amending the Charter of The Hartford Gas
Company passed at the January Session of the General Assembly of 1943 and
approved March 12, 1943 be and it hereby is accepted.
Dated at Hartford this 20th day of March, 1943.
N. B. Bertolette
_________________________________
President
Martin J. Coughlin
__________________________________
Secretary
<PAGE>
Exhibit 3(i)
Page 46 of 189
STATE OF CONNECTICUT )
) ss. Hartford, March 12, 1943
COUNTY OF HARTFORD )
Personally appeared, NORMAN B. BERTOLETTE, President and MARTIN J.
COUGHLIN, Secretary of The Hartford Gas Company, signers of the foregoing
certificate, and made oath to the truth of the same, before me.
____________________________
Notary Public
(SEAL)
RECEIVED AND FILED
MAR 26, 1943
<PAGE>
Exhibit 3(i)
Page 47 of 189
AN ACT AMENDING THE CHARTER OF THE HARTFORD
GAS COMPANY
Approved June 27, 1951
SECTION 1. For the purpose of obtaining a supply of natural gas, The
Hartford Gas Company, chartered as The Hartford City Gas Light Company by
resolution of the general assembly passed at its May Session, 1848, is
authorized to construct, lay and maintain, within the streets, highways and
public grounds of the territory in which it is or may be empowered to
distribute and sell gas, such pipes, mains and other local distribution
facilities, including mains connecting with natural gas pipelines, as may
be necessary for such distribution and sale and, with the approval of the
public utilities commission, such facilities may be constructed, laid and
maintained in other territories within this state for said purpose.
SEC. 2. Subject to the approval of the public utilities commission,
said company is authorized to issue, from time to time, notes, bonds or
other evidences of indebtedness payable at periods of more than one year
after the date thereof in such amount as said commission may approve (a)
to provide funds for the acquisition of property or for the construction,
completion, extension or improvement of its system, or (b) to reimburse its
treasury for moneys expended for such acquisition or for such construction,
completion, extension or improvement which were not obtained through the
issue of stock, notes, bonds or other evidences of indebtedness, or (c) for
the discharge, funding or refunding of its obligations. The aggregate
principal amount of such notes, bonds or other evidences of indebtedness
payable at periods of more than one year after the date thereof shall not
at the time of issue thereof exceed one and one-half times the amount of
the outstanding capital stock and surplus of the company.
SEC. 3. Subject to the approval of the public utilities commission,
said company may enter into a merger of consolidation with one or more
other public service companies of this state or acquire the assets and
franchises thereof by issuance of shares of its stock or otherwise, whether
or note the charter of such other company expressly so provides. Any such
merger, consolidation or acquisition shall be carried out in conformity
with the provisions of the general statutes relating thereto and the
corporation resulting from any such merger or consolidation shall have an
authorized capital equal to the combined authorized capital of the
constituent corporations.
<PAGE>
Exhibit 3(i)
Page 48 of 189
SEC. 4. This act shall become operative as an amendment to the
charter of said corporation if, within one year after its passage, (a) it
shall be accepted by vote of a majority of the stock of said corporation
present in person or by proxy at a meeting legally warned and held for such
purpose, and (b) an attested copy of such acceptance shall be filed in the
office of the secretary of the state.
<PAGE>
Exhibit 3(i)
Page 49 of 189
THE HARTFORD GAS COMPANY
Certificate of Acceptance of Amendment
to Charter
______________________________________
THIS IS TO CERTIFY That at a meeting of the stockholders of The
Hartford Gas Company legally warned and held for that purpose in Hartford,
Connecticut, on March 19, 1952 the Act amending the charter of said
corporation passed at the January session of the General Assembly of 1951
was accepted by a vote of a majority of the stockholders present in person
or by proxy of which the following is a copy:
RESOLVED: That the amendment of the charter of this corporation
enacted by the 1951 Session of the Connecticut Legislature (Special
Acts of 1951 No. 478) be and the same is hereby accepted.
Dated at Hartford, Connecticut, this 19th day of March, 1952.
Attest:
___________________________________
N. B. Bertolette
President, The Hartford Gas Company
___________________________________
M. J. Coughlin
Secretary, The Hartford Gas Company
<PAGE>
Exhibit 3(i)
Page 50 of 189
AN ACT CONCERNING ENLARGING THE FRANCHISE
AREA OF THE HARTFORD GAS COMPANY AND
PROVIDING FOR CERTAIN ADDITIONAL POWERS
Approved May 24, 1957
SECTION 1. The Hartford Gas Company is authorized to distribute
and sell gas of any type in the towns of Simsbury, Rocky Hill, Farmington
and Avon and to lay gas mains and pipes and to erect such other fixtures
as are necessary in and on the streets, highways and public grounds of
said towns and to do all things necessary or convenient in order to
furnish gas for any purpose to said towns and to the inhabitants thereof.
SEC. 2. Section 3 of number 478 of the special acts of 1951 is
amended by adding thereto the following: In addition to the powers
elsewhere granted to The Hartford Gas Company by its charter and any
amendments thereto, said company is hereby authorized to acquire by
lease, purchase or otherwise, upon such terms and conditions as may be
agreed upon, and to hold, own, use, exercise, enjoy and dispose of the
whole or any part of the gas property, rights, securities and franchises
of any corporation authorized to manufacture, sell or dispose of gas in
any town in the counties of Hartford, Middlesex and Tolland and, upon the
acquisition of such property and franchises, is authorized to manufacture,
buy, sell and distribute gas and gas appliances for any and all purposes
within the towns named in such franchises or within such area of the towns
as may be agreed upon and to hold, own, use, extend, exercise, enjoy and
dispose of the same to the same extent as though said rights, franchises
and immunities had been originally granted to it. In the exercise of its
corporate powers, said company shall have the right to enter upon and open
the streets, avenues and highways within the towns named in such
franchises, for the purpose of installing and maintaining conduits, pipes
and all necessary or convenient fixtures and apparatus, all subject to any
rules, regulations, by-laws or ordinances of such towns. Said company
shall have power from time to time to assume or guarantee the contracts,
bonds and other obligations and the payment of dividends upon the capital
stock of any gas company of this state. Any corporation authorized to
engage in or carry on the business of manufacturing, selling or
distributing gas shall be authorized to consolidate or merge with said
corporation and to sell, lease and convey to it the whole or any part of
its rights, privileges, franchises, property, securities and assets.
<PAGE>
Exhibit 3(i)
Page 51 of 189
SEC. 3. The Hartford Gas Company shall have and enjoy all the
powers and privileges possessed by corporations organized under the
provisions of chapter 249 of the general statutes, and any amendments
thereof, except so far as they are inconsistent with the provisions of
the charter of the company, as from time to time amended.
SEC. 4. The Hartford Gas Company is hereby authorized, upon
compliance with the provisions of sections 5 to 7, inclusive, of this
act, to acquire by condemnation and to enter upon, acquire, take and use
such lands, rights of way, easements or other interests in land,
hereinafter called such property, as shall be necessary or convenient in
the exercise of any of its rights, powers and privileges; provided said
company shall be held to pay all damages to any person or persons which
may arise from any such entry or taking.
SEC. 5. No such property shall be taken under the provisions of
this act in any public street or highway, public park or reservation or
other public property, or within the location of any railroad or street
railway company or other public utility company; provided such pipeline
or pipelines may be constructed under or through any public highway or
street, public park or reservation or other public property if the method
of such construction and the plans and specifications therefor have been
approved by the authority having jurisdiction over the maintenance of
such public highway or street, public park or reservation or other public
property; and provided further such pipeline or pipelines may be
constructed over or across the location of any railroad or street railway
company or other public utility company by agreement with such railroad or
street railway company or other public utility company or, in the event of
failure so to agree, then with the approval of the public utilities
commission and in such manner as may be determined by said commission.
SEC. 6. If said company and the person or persons to whom damages
may arise from any taking under the provisions of this act of any such
property shall be unable to effect an agreement on the amount of such
damages, said company may prefer a petition to the superior court in the
county in which such property lies or to a judge of said court if said
court is not in session praying that such compensation may be
determined, which petition shall describe such property to be taken and
the use to which it is to be devoted and shall be accompanied by a
summons signed by competent authority and served as process in civil
actions before said court, notifying the owner or owners of said property
and all persons interested in such property to appear before said court
or such judge, and thereupon said court or judge shall appoint a
committee of three disinterested persons who shall be duly sworn before
commencing their duties. Such committee, after giving reasonable notice
to the parties, shall view the property in question, hear the evidence,
ascertain the value, assess just damages to the owner or owners of such
-2-
<PAGE>
Exhibit 3(i)
Page 52 of 189
property, and report its doings to said court or judge. Said court or
judge may accept such report or may reject it for irregular or improper
conduct by such committee in the performance of its duties. If the
report is rejected, said court or judge shall appoint another committee
which shall proceed in the same manner as the first committee was
required to proceed. If the report is accepted, such acceptance shall
have the effect of a judgment in favor of the owner of the property
against said company for the amount of the assessment made by such
committee and, except as otherwise provided by law, execution may issue
therefor. Said court or such judge shall make any order necessary to
protect the rights of all the parties interested. Except as provided in
section 7 of this act, such property shall not be entered upon and used
by said company until the amount of such damages shall be paid to the
party or parties to whom such damages are due, or deposited for his or
their use with said court, and upon such payment or deposit such property
shall become the property of said company. The expenses or costs of any
such hearing shall be taxed by such court or judge and paid by said
company. If the amount of the damages awarded to any such property owner
shall exceed the amount offered to such property owner by said company for
such property prior to the preferring of such petition to such court or
judge, such court or judge may award to such property owner such attorney
and appraisal fees as the court may determine to be reasonable.
SEC. 7. When at any stage of condemnation proceedings brought
under this act it shall appear to the court or judge before whom such
proceedings are pending that the public interest will be prejudiced by
delay, said court or judge may direct that said company be permitted to
enter immediately upon the property to be taken and devote it to the
public use specified in said petition upon the deposit with said court
of a sum to be fixed by said court or judge, upon notice to the parties
of not less than ten days, and such sum when so fixed and paid shall be
applied so far as it may be necessary for the purpose of the payment of
any award of damages which may be made, with interest thereon from the
date of such entry upon said property and the remainder if any returned
to said company. In case the proceedings should be abandoned by said
company, said court or judge shall direct that the money so deposited,
so far as it may be necessary, shall be applied to the payment of any
damages that the owner of such property or other parties in interest may
have sustained by such entry upon and use of such property, and the costs
and expenses of such proceedings, such damages to be ascertained by said
court or judge or a committee to be appointed for that purpose, and if
the sum so deposited shall be insufficient to pay such damages and all
costs and expenses so awarded, judgment shall be entered against said
company for the deficiency, which may be enforced and collected in the
same manner as a judgment in the superior court; and the possession of
such property shall be restored to the owner or owners thereof.
-3- <PAGE>
Exhibit 3(i)
Page 53 of 189
SEC. 8. Number 104 of the special acts of 1937 is amended to read
as follows: The government and direction of the affairs of the company
shall be vested in a board of directors consisting of not less than seven
and not more than twelve, who shall be chosen by the stockholders of said
company in the manner hereinafter provided and shall hold their offices
until others are elected and have qualified to take their places as
directors. Said directors, a majority of whom shall be a quorum for the
transaction of business, shall elect one of their number to be president
of said company. They shall also choose a treasurer who shall give bond
with security to said company in such sum as said directors may require
for the faithful discharge of his trust, and shall also choose a
secretary.
SEC. 9. This act shall become operative as an amendment to the
charter of said company if, within eighteen months after its passage, it
shall be accepted by vote of a majority of the stock of said company
present in person or by proxy at a meeting legally warned and held for
such purpose, and an attested copy of such acceptance shall be filed in
the office of the secretary of the state.
-4- <PAGE>
Exhibit 3(i)
Page 54 of 189
CERTIFICATE OF ACCEPTANCE OF
AMENDMENT TO CHARTER
THIS IS TO CERTIFY, that at a meeting of the stockholders of THE
HARTFORD GAS COMPANY legally warned and held for the purpose on the 19th
day of March, 1958, the Act amending the Charter of said corporation
passed at the January Session of the General Assembly of 1957 was
accepted by a unanimous vote of the stockholders present, of which the
following is a copy:
"RESOLVED: That the amendment to the Charter of The Hartford
Gas Company enacted by the 1957 session of the Connecticut
Legislature (Special Acts of 1957 - No. 387) be and it hereby is
accepted."
Dated at Hartford, Connecticut this 21st day of April, 1958.
Attest: W. T. Jebb
_____________________________
President
M. J. Coughlin
_____________________________
Secretary
<PAGE>
Exhibit 3(i)
Page 55 of 189
CERTIFICATE AMENDING OR RESTATING CERTIFICATE OF INCORPORATION
BY ACTION OF BOARD OF DIRECTORS AND SHAREHOLDERS
(Stock Corporation)
1. The name of the corporation is The Hartford Gas Company
233 Pearl Street, Hartford, Connecticut
2. The Certificate of Incorporation (check one only)
___X___(a) is amended only
_______(b) is amended and restated
_______(c) is restated only
by the following resolution of directors and shareholders:
RESOLVED: That the Charter of The Hartford Gas Company be and it hereby is
amended so as to specifically include among its powers the following: The
Hartford Gas Company shall have power, through the agency of one or more
wholly-owned subsidiary corporations and call as itself to engage in the
business of furnishing, from one or more plants, heat or air conditioning,
or both, by means of steam, heated or chilled water or other medium, in
the cities and towns in the State of Connecticut wherein it now is or
hereafter may be authorized to sell gas or electricity or both.
3. (Omit if Par. 2(a) is checked)
(a) The above resolution merely restates and does not change
the provisions of the original Certificate of Incorporation
as supplemented and amended to date except as follows:
(indicate amendments made, if say: if none so indicate)
(b) Other than as indicated in Par 3(a), there is no discrepancy
between the provisions of the original Certificate of
Incorporation as supplemented and amended to date, and the
provisions of this Certificate Restating the Certificate of
Incorporation.
4. The above resolution was adopted by the board of directors by
shareholders. At respective meetings held March 15, 1961.
5. Vote of Shareholders:
(a) (Use if no shares are required to be voted as a class.)
<TABLE>
<C> <C> <C> <C>
Number of Shares Total Voting Power of Vote Required Total Favoring
Entitled to Vote Shares Entitled to Vote for Adoption Adoption
______________________ _______________________ ____________ _____________
236,264 236,264 157,510 189,705
</TABLE>
(b) (Use if any shares to be voted as a class.)
Describe clearly the vote required for adoption and state the actual
vote favoring adoption: include the designation and number of shares
of each class entitled to vote on the resolution as a class, the
voting power of each such class and the actual vote of each such
class.
(SEAL) Dated at Hartford, Conn this 11th day of April, 1961
/s/ William T. Jebb
President
/s/ W.A. MacDonald
Secretary <PAGE>
Exhibit 3(i)
Page 56 of 189
STATE OF CONNECTICUT)
) SS. April 11 1961
COUNTY OF HARTFORD )
Formally appeared William T. Jebb and W.A. MacDonald and made
oath to the truth of the foregoing certification by them signed, before me.
/s/ Fred. S. Pickford
Notary Public
STATE OF CONNECTICUT
Secretary of the State
CERTIFICATE AMENDING OR
RESTATING CERTIFICATE OF
INCORPORATION BY ACTION
OF BOARD OF DIRECTORS
AND SHAREHOLDERS
(Stock Corporation)
______________________
FILED State of Connecticut
April 12, 1961 3:16PM
<PAGE>
Exhibit 3(i)
Page 57 of 189
AN ACT AMENDING THE CHARTER OF THE HARTFORD GAS COMPANY,
CONCERNING ACQUISITION OF OTHER GAS PROPERTIES AND FURNISHING
OF HEAT OR AIR CONDITIONING
Approved May 31, 1961
SECTION 1. The first sentence of section 2 of number 387 of the
special acts of 1957 is amended to read as follows: Section 3 of number
478 of the special acts of 1951 is amended by adding thereto the
following: In addition to the powers elsewhere granted to The Hartford
Gas Company by its charter and any amendments purchase or otherwise, upon
such terms and conditions as may be agreed upon, and to hold, own, use,
exercise, enjoy and dispose of the whole or any part of the gas property,
rights, securities and franchises of any corporation authorized to
manufacture, sell or dispose of gas in any town in the state of
Connecticut, and upon the acquisition of such property and franchises, is
authorized to manufacture, buy, sell and distribute gas and gas
appliances for any and all purposes within the towns named in such
franchises or within such area of the town as may be agreed upon and to
hold, own, use, extend, exercise, enjoy and dispose of the same to the
same extent as though said rights, franchises and immunities had been
originally granted to it.
SEC. 2. The Hartford Gas Company is hereby authorized and
empowered, through the agency of one or more wholly owned subsidiary
corporations, whether incorporated by special act of the general assembly
or under the general statutes of the state of Connecticut, as well as by
itself, to engage in the business of furnishing, from one or more plants,
heat or air conditioning, or both, by means of steam, heated or chilled
water or other medium, in the cities and towns in the state of Connecticut
wherein it now is or hereafter may be authorized to sell gas or
electricity, or both, and through such agency as well as itself, to
lay and maintain mains, pipes or other conduits and to erect such other
fixtures as are or may be necessary or convenient in and on the streets,
highways and public grounds of said cities and towns, for the purpose of
carrying such medium from any and each such plant to the location of
customers to be served and returning the same, or other medium into which
it may have been changed, to such central plant.
SEC. 3. This amendment to the charter of The Hartford Gas Company
shall not require acceptance by the corporation.
<PAGE>
Exhibit 3(i)
Page 58 of 189
CERTIFICATE OF ISSUE AND STATEMENT REQUIRED
BY G.S. REV. 1958, SEC. 33-394, AS AMENDED
____________________________________________
1. The name of the corporation is The Hartford Gas Company. It is
a corporation specially chartered by the General Assembly of the State of
Connecticut.
2. By its special charter, Special Act 1943 No. 69 (page 46), it
is authorized to issue its "capital stock from time to time to an amount
not exceeding the in the aggregate seven million five hundred thousand
dollars."
3. Prior to January 1, 1957, there were issued and outstanding
$750,000 in the aggregate of non-callable preferred stock, consisting of
30,000 shares, having a par value of $25 per share, and $3,750,000 in the
aggregate of common stock, consisting of 150,000 shares, having a par
value of $25 per share.
4. On March 24, 1955, the shareholders of The Hartford Gas Company
authorized the issue of $1,500,000 additional common stock (60,000 shares
at $25 a share) to be issued in satisfaction of the conversion rights of
$1,500,000 in aggregate principal amount of the convertible debentures
which were authorized at the same time.
<PAGE>
Exhibit 3(i)
Page 59 of 189
5. The privilege contained in such convertible debentures, issued
under the name of 3 1/4% Ten Year Convertible Debentures, came into
existence January 1, 1957 and terminated on November 1, 1962, the date as
of which all uncoverted debentures were called for redemption. In the
interim there has been issued, from time to time, in satisfaction of such
conversion privilege, all except 140 of such 60,000 shares. The issuance
of the unissued 140 shares has been since authorized.
6. Of said 60,000 shares, 56,250 shares of the par value of
$1,406,250 were issued prior to January 1, 1961.
7. The balance thereof, viz. 3,750 shares, of the par value of
$93,750 have been issued since January 1, 1961 or are now being issued.
Dated at Hartford, Connecticut, this 13th day of December 1962.
W.T. Jebb
__________________________________
W.A. MacDonald
__________________________________
STATE OF CONNECTICUT )
) ss.: December 13, 1962
COUNTY OF HARTFORD )
Personally appeared W. T. Jebb and W.A. MacDonald respectively the
President and Secretary of The Hartford Gas Company, and made oath to the
truth of the foregoing certificate by them signed, before me,
____________________________________
Notary Public
<PAGE>
Exhibit 3(i)
Page 60 of 189
CERTIFICATE AMENDING CERTIFICATE OF INCORPORATION
BY ACTION OF BOARD OF DIRECTORS AND SHAREHOLDERS
(Stock Corporation)
1. The name of the corporation is THE HARTFORD GAS COMPANY.
2. The Certificate of Incorporation is amended only by the
following resolutions of directors and shareholders:
RESOLVED: That the charter of The Hartford Gas Company be
amended to provide: As at April 19, 1963, of the Seven Million
Five Hundred Thousand Dollars ($7,500,000) of authorized capital
stock of the Company, the 210,000 common shares, of the par value
of $25 each, issued and outstanding shall be split (2 for 1) into
420,000 shares of common stock of the par value of $12.50 each;
RESOLVED: That the charter of The Hartford Gas Company be
amended to provide: As at April 19, 1963, of the Seven Million
Five Hundred Thousand Dollars ($7,500,000) of authorized capital
stock of the Company, the 30,000 preferred shares, of the par value
of $25 each, issued and outstanding, shall be split (2 for 1) into
60,000 shares of preferred stock, of the par value of $12.50 each,
said preferred stock to be entitled to receive out of the net
profits of the corporation cumulative dividends at the rate of 8%
per annum, quarterly dividends of 2% to be paid thereon before any
dividends are payable upon the common stock of the Company, the
first quarterly dividend of 2% to be payable, on or before, July
1st, 1963, said preferred stock in the event of liquidation of the
corporation or distribution of its assets, to be preferred as to
the entire assets to the amount of $25 a share; all shares, whether
of preferred or common stock, to have equal voting rights and equal
right to participate in subscriptions to any future increase of
capital stock;
RESOLVED: That the charter of The Hartford Gas Company be
amended to provide: As at April 19, 1963, of the Seven Million
Five Hundred Thousand Dollars ($7,500,000) of authorized capital
stock of the Company, One Million Dollars ($1,000,000) of
authorized but unissued stock shall consist of 80,000 shares of
common stock, of the par value of $12.50 per share.
<PAGE>
Exhibit 3(i)
Page 61 of 189
3. The above resolutions were adopted by the Board of Directors
and shareholders at the Annual Meeting of the corporation held at its
office, 233 Pearl Street, Hartford, on March 20, 1963.
4. Vote of shareholders:
The Hartford Gas Company has outstanding 210,000 shares of $25 par
common stock and 30,000 shares of $25 par preferred stock. In order to
adopt the foregoing resolutions, a two-thirds' vote of each class, voting
separately as a class, was required. The vote was as follows:
<TABLE>
<CAPTION>
For Against
___ ________
<S> <C> <C>
Preferred: All resolutions 24,533 50
Common: First resolution 175,636 562
Second resolution 175,140 1,058
Third resolution 175,044 1,154
</TABLE>
constituting, in each instance, more than two-thirds of all stock
outstanding in favor.
Dated at Hartford, this 1st day of April, 1963.
Fred S. Pickford
_________________________
Vice President
W.A. MacDonald
_________________________
Secretary
-2-
<PAGE>
Exhibit 3(i)
Page 62 of 189
STATE OF CONNECTICUT )
) ss. Hartford April 1, 1693
COUNTY OF HARTFORD )
Personally appeared Fred S. Pickford, Vice President, and
W. A. MacDonald, Secretary, and made oath to the truth of the foregoing
certificate by them signed, before me.
___________________________
Notary Public
-3-
<PAGE>
Exhibit 3(i)
Page 63 of 189
AN ACT CONCERNING THE AREA TO BE SERVED BY
THE HARTFORD GAS COMPANY
Approved July 7, 1965
SECTION 1. The Hartford Gas Company is authorized to distribute
and sell gas of any type in the towns of Portland, East Hampton,
Marlborough, Hebron, Bolton, East Granby, Granby, Canton and Burlington
and to lay gas mains and pipes and to erect such other fixtures as are
necessary in and on the streets, highways and public grounds of said
towns and to do all things necessary or convenient in order to furnish
gas for any purpose to said towns and to the inhabitants thereof.
Sec. 2. This amendment to the charter of The Hartford Gas Company
shall not require acceptance by the corporation.
<PAGE>
Exhibit 3(i)
Page 64 of 189
CERTIFICATE AMENDING OR RESTATING CERTIFICATE OF INCORPORATION
BY ACTION OF BOARD OF DIRECTORS AND SHAREHOLDERS
(Stock Corporation)
I. The name of the corporation is The Hartford Gas Company.
II. The Certificate of Incorporation is amended only by the following
resolutions of directors and shareholders:
(1) RESOLVED: That the charter of The Hartford Gas Company
be and hereby is amended so as to include, without limitation,
the following powers: to manufacture, create, generate,
transform, store, sell and distribute all types of energy and
all types of fuels; to manufacture, sell, install, maintain
and service any and all apparatus and appliances utilizing any
type of energy or fuel; to engage in and conduct any business
incidental, necessary or useful in connection with any of the
foregoing or with any other business in which the Company, or
any of its subsidiaries is engaged; to own the stock, bonds,
debentures or other securities or obligations of other
corporations, whether or not they be engaged in any of the
aforementioned businesses, and to guaranty their obligations.
(2) RESOLVED: That the charter of The Hartford Gas Company
be and hereby is amended so as to provide that the authorized
capital stock of the Company consist of the following:
500,000 shares of common stock having a par value of $12.50
per share, all of which are now outstanding; 60,000 shares of
preferred stock having a par value of $12.50 per share, to be
hereafter known as the "$12.50 Par Preferred Stock", all of
which are now outstanding; 100,000 shares of preferred stock
having a par value of $100 per share, to be known and
designated as the Company's "$100 Par Serial Preferred Stock",
such stock to be on a parity with respect to dividends and
liquidation with the $12.50 Par Preferred Stock and such stock
neither to have nor to be subject to any preemptive rights and
that the Board of Directors is authorized to issue, from time
to time, all such shares of $100 Par Serial Preferred Stock,
and, to the extent permitted by law, to fix and determine the
terms, limitations and (except that no amount payable on
liquidation shall exceed the then applicable call price)
relative rights and preferences of such stock, including,
without limitation, the conditions under which they shall be
entitled to voting rights and the extent thereof, to divide
such shares into series and, to the extent permitted by law,
to fix and determine <PAGE>
Exhibit 3(i)
Page 65 of 189
The above resolutions were adopted by the board of directors
and by shareholders.
Vote of Shareholders:
(a) As to Resolution #1 above:
<TABLE>
<C> <C> <S> <C>
Number of Shares Total Voting Power of Vote Required Vote Favoring
Entitled to Vote Shares Entitled to Vote for adoption Adoption
================= ======================= ============== =============
560,000 560,000 2/3 of all stock 422,885
(75.5%)
</TABLE>
(b) As to Resolution #2 above:
<TABLE>
<C> <C> <S> <C>
Number of Shares Total Voting Power of Vote Required Vote Favoring
Entitled to Vote Shares Entitled to Vote for adoption Adoption
================= ======================= ============== =============
1. $12.50 Par
Preferred Stock
60,000 60,000 2/3 of this class 41,907
(69.8%)
2. Common
500,000 500,000 2/3 of all other
classes 374,591
(2/3 of this class) (74.9%)
</TABLE>
Dated at Hartford this 26th day of April, 1967.
Robert H. Willis
____________________________________
President
W. A. MacDonald
____________________________________
Secretary
-2-
<PAGE>
Exhibit 3(i)
Page 66 of 189
STATE OF CONNECTICUT )
) ss.: April 26, 1967
COUNTY OF HARTFORD )
Personally appeared Robert H. Willis and W. A. MacDonald and made
oath to the truth of the foregoing certificate by them signed, before me.
____________________________________
Notary Public
My Commission expires:
-3-
<PAGE>
Exhibit 3(i)
Page 67 of 189
AN ACT CONCERNING THE AREA TO BE SERVED BY
THE HARTFORD GAS COMPANY
Approved June 20, 1967
SECTION 1. The Hartford Gas Company is authorized to distribute
and sell gas of any type in the towns of Andover, Columbia, Coventry and
Mansfield and to lay gas mains and pipes and to erect such other fixtures
as are necessary in and on the streets, highways and public grounds of
said towns and to do all things necessary or convenient in order to
furnish gas for any purpose to said towns and to the inhabitants thereof.
SEC. 2. This amendment to the charter of The Hartford Gas Company
shall not require acceptance by the corporation.
<PAGE>
Exhibit 3(i)
Page 68 of 189
CERTIFICATE OF MERGER
The New Britain Gas Light Company (New Britain)
into
The Hartford Gas Company (Hartford)
name of surviving corporation shall be
CONNECTICUT NATURAL GAS CORPORATION
<PAGE>
Exhibit 3(i)
Page 69 of 189
CERTIFICATE OF MERGER
A. The name of the surviving corporation in the merger is
CONNECTICUT NATURAL GAS CORPORATION (Surviving Corporation), a
Connecticut corporation.
B. The Plan of Merger is as follows:
1. Merger and Name of Surviving Corporation. The New Britain
Gas Light Company (New Britain), a Connecticut corporation, shall
merge into The Hartford Gas Company (Hartford), a Connecticut
corporation, upon the effective date of the merger which shall be
at the close of business on the last day of the month in which this
certificate is filed in the office of the Secretary of State of
Connecticut. Hartford shall be the surviving corporation and shall
continue under the name CONNECTICUT NATURAL GAS CORPORATION.
2. Charter and By-Laws of the Surviving Corporation. The
charter of Hartford, as enacted by the General Assembly of the
State of Connecticut and amended by it and by action of Hartford's
stockholders up to the effective date of the merger, and as further
amended as set forth herein, and by operation of law as a result of
the merger of New Britain into Hartford, shall be the charter of
the Surviving Corporation until further amended as provided by
law. The Surviving Corporation shall have in addition to the
powers conferred on it by the General Statutes of the State of
Connecticut, all of the special rights, powers and franchises
possessed by Hartford and New Britain, including all such special
rights, powers and franchises to which either has succeeded by
merger, consolidation, purchase or otherwise. The By-Laws set
forth in Exhibit I hereto shall be the By-Laws of the Surviving
Corporation.
3. Directors and Officers of the Surviving Corporation. The
Board of Directors of the Surviving Corporation shall initially
consist of sixteen directors whose names are set forth in Exhibit
II hereto or of such of them as are able and willing to serve. The
names of certain principal officers of the Surviving Corporation
are also set forth in Exhibit II.
4. Succession of Surviving Corporation. Upon the effective
date of the merger the separate the separate existence of New
Britain shall cease and Hartford shall continue to exist as the
Surviving Corporation and shall thereupon succeed to all the
rights, privileges, immunities, franchises, property,
<PAGE>
Exhibit 3(i)
Page 70 of 189
choses in action and all and every other interest of, or belonging
to, each of the merging corporations in the manner and to the extent
provided by law.
5. Merger's Effect on Securities. (a) Upon the effective
date of the merger, the authorized capital stock of the Surviving
Corporation shall consist of 685,582 shares of common stock having
a par value of $12.50 per share, 60,000 shares of $12.50 Par
Preferred Stock and 100,000 shares of $100 Par Serial Preferred
Stock of which there shall be a 5.75% Series of 9,600 shares;
(b) Upon the effective date of the merger:
(i) Each issued and outstanding share of Hartford common
stock of the par value of $12.50 Par Preferred Stock shall
remain unchanged but certificates representing such shares
shall be exchangeable for certificates for the same number of
shares bearing the new name of the Surviving Corporation;
(ii) Each issued and outstanding share of New Britain
common stock of the par value of $25 per share shall be
converted into two shares of the Surviving Corporation common
stock of the par value of $12.50 per share;
(iii) Each issued and outstanding share of New Britain
Preferred Stock, 4.75% Series, of the par value of $100 per
share shall be converted into one share of the Surviving
Corporation $100 Par Serial Preferred Stock, 5.75% Series,
with the preferences, voting powers, restrictions and
qualifications set forth herein; and
(iv) New Britain shares acquired by the Surviving
Corporation from holders thereof who shall have objected to
the merger and exercised their statutory appraisal rights and
been paid therefor in the manner provided by law shall be
retired and no shares of any class of stock of the Surviving
Corporation shall be issued in respect thereof.
(c) After the effective date of the merger, each holder of an
outstanding certificate or certificates theretofore representing
Hartford common stock, Hartford preferred stock, New Britain common
stock, or New Britain preferred stock may surrender such
certificate or certificates and receive in exchange a certificate or
certificates representing the number of shares of the Surviving
Corporation common stock or preferred stock into which the shares of
such Hartford common stock, Hartford preferred
-2-
<PAGE>
Exhibit 3(i)
Page 71 of 189
stock, New Britain common stock or New Britain preferred stock, as
the case may be, shall have been converted or for which they shall
have become exchangeable. Until so surrendered, each outstanding
certificate which, prior to the effective date of the merger,
represented shares of the Hartford or New Britain stock shall be
deemed for all purposes to evidence ownership of the shares of the
stock of the Surviving Corporation into which such stock shall have
been converted or for which it shall have become exchangeable.
6. Amendments to Charter of Surviving Corporation. The
Charter of the Surviving Corporations shall be amended as follows:
(i) The name of the corporation is Connecticut Natural
Gas Corporation;
(ii) The government and direction of the affairs of the
Company shall be vested in a board of directors consisting of
not less than ten and not more than sixteen, who shall be
chosen by the stockholders of said Company in the manner
hereinafter provided and shall hold their offices until others
are elected and have qualified to take their places as
directors. Said directors, a majority of whom shall be a quorum
for the transaction of business, shall appoint such officers as
said directors consider desirable.
(iii) The authorized capital stock of the Company shall
consist of the following: 685,582 shares of common stock
having a par value of $12.50 per share; 60,000 shares of
preferred stock having a par value of $12.50 per share, to be
hereafter known as the "$12.50 Par Preferred Stock", all of
which are now outstanding; 100,000 shares of preferred stock
having a par value of $100 per share, to be known and
designated as the Company's "$100 Par Serial Preferred Stock",
such stock to be on a parity with respect to dividends and
liquidation with the $12.50 Par Preferred Stock and such stock
neither to have nor to be subject to any preemptive rights;
and that the Board of Directors is authorized to issue, from
time to time, all such shares of $100 Par Serial Preferred
Stock, and, to the extent permitted by law and not fixed by
the charter, to fix and determine the terms, limitations and
(except that no amount payable on liquidation shall exceed the
then applicable call price) relative rights and preferences of
such stock, including, without limitation, the conditions under
which they shall be entitled to voting rights and the extent
thereof, to divide such shares into series and, to the extent
permitted by law, to fix and determine the variations among
series;
-3-
<PAGE>
Exhibit 3(i)
Page 72 of 189
(iv) The terms, limitations and relative rights and
preferences of the Company's $100 Par Serial Preferred Stock,
of which 100,000 shares are authorized, shall be as follows:
I. Dividends
The holders of any series of the $100 Par Serial
Preferred Stock shall receive, when declared by the Board of
Directors, preferential dividends at the rate provided for
such series and payable on such dividend payment dates in each
year as shall be established for such series, such dividends
to be payable to stockholders of record on such dates as may
be fixed by said Board but a record date shall not be more
than 45 days before any dividend date.
Dividends on each share of the $100 Par Serial Preferred
Stock shall be cumulative from the date of issue thereof or
from such date as the Board of Directors may determine.
Unless full cumulative dividends to the last preceding
dividend date shall have been paid or set apart for payment on
all outstanding shares of $100 Par Serial Preferred Stock and
unless all sinking fund redemptions or payments provided for
each series of $100 Par Serial Preferred Stock have been made
or provided for, no dividend (other than a dividend in shares
of junior stock) shall be paid on any junior stock nor any sum
applied to the purchase, redemption or retirement of any junior
stock. The term "junior stock" as used herein means Common
Stock or any other stock of the Company subordinate to the $100
Par Serial Preferred Stock in respect of dividends or payments
in liquidation.
So long as any shares of the $100 Par Serial Preferred
Stock shall be outstanding the Company shall not apply any sum
to the redemption, retirement or purchase of any share of any
junior stock nor to the payment of any dividend thereon
(exclusive of dividends payable in junior stock), if, after
such application shall have been made, the Company's retained
earnings plus the cash proceeds of the sale of additional
shares of junior stock since July 31, 1968 would be less than
$941,000, provided, however that nothing herein contained
shall be construed so as to prevent the Company from retiring
any shares of junior stock in exchange for the issue of
additional shares of junior stock.
-4-
<PAGE>
Exhibit 3(i)
Page 73 of 189
II. Redemption or Purchase of $100 Par Serial Preferred Stock.
Subject to any restrictions contained in the terms of the
particular series of $100 Par Serial Preferred Stock, all or
any part of any series of the $100 Par Serial Preferred Stock
at any time outstanding may be called for redemption at any
time by vote of the Board of Directors or the operation of a
sinking fund, at the redemption price provided for such series
and in the manner hereinbelow provided. All or any part of
any series of the $100 Par Serial Preferred Stock may be
called for redemption without calling any part or all of any
other series of the $100 Par Serial Preferred Stock. If less
than all of any series of the $100 Par Serial Preferred is so
called, the Transfer Agent shall determine by lot or in some
other proper manner approved by the Board of Directors the
shares of such series of $100 Par Serial Preferred Stock to
be called.
Except for redemption effected by the operation of a
sinking fund, no call of less than all of the $100 Par Serial
Preferred Stock outstanding shall be made without setting
aside an amount equal to the dividends accumulated to the
redemption date fixed in such call and making or providing for
all sinking fund payments or redemptions then due on all of
the $100 Par Serial Preferred Stock then outstanding and not
called.
The sums payable in respect of any $100 Par Serial
Preferred Stock so called shall be payable at the office of an
incorporated bank or trust company; in good standing. Notice
of such call, stating the redemption date and the place where
the redemption price of the stock so called is payable, shall
be mailed not less than 30 days before the redemption date to
each holder of stock so called at his address as it appears
upon the books of the Company.
The Company shall, before the redemption date, deposit
with said bank or trust company all sums payable with respect
to the $100 Par Serial Preferred Stock so called. After such
mailing and deposit the holders of the $100 Par Serial Preferred
Stock so called for redemption shall cease to have any right
to future dividends or other rights or privileges as
stockholders in respect of such stock and shall be entitled to
look for payment on and after the redemption date only to the
sums so deposited with said bank or trust company for their
respective accounts. Stock so redeemed may be reissued but only
subject to the limitations imposed hereby upon the issue of $100
Par Serial Preferred Stock.
-5-
<PAGE>
Exhibit 3(i)
Page 74 of 189
At any time when there is no default in the payment of
any dividend on or in the making or providing for any sinking
fund payment on or redemption of any of the $100 Par Serial
Preferred Stock and there is no event of default as defined in
IV hereof, the Company may purchase all or any of the then
outstanding shares of the $100 Par Serial Preferred Stock of
any series upon the best terms reasonably obtainable but not
exceeding the then current redemption price of such shares.
III. Amounts Payable on Liquidation
The holders of any series of the $100 Par Serial
Preferred Stock shall receive upon any voluntary liquidation,
dissolution or winding up of the Company the then current
price at which shares of such series may be redeemed at the
option of the Company and if such action is involuntary $100
per share, plus in each case all dividends accrued and unpaid
to the date of such payment, before any payment in liquidation
is made on any junior stock.
If the net assets of the Company available for
distribution on liquidation shall be insufficient to pay in
full to the holders of the $100 Par Serial Preferred Stock the
preferential amounts to which they shall be entitled and to
the holders of the Company's $12.50 Par Preferred Stock the
$25 per share to which they are entitled, then such net assets
shall be distributed among the holders of the $100 Par Serial
Preferred Stock and of the Company's $12.50 Par Preferred Stock,
who shall receive a common percentage of the full respective
preferential amounts.
IV. Voting Powers
Except as provided herein and as provided by law, the
holders of the $100 Par Serial Preferred Stock shall have no
voting power or right to notice of any meeting.
Whenever dividends on any shares of the $100 Par Serial
Preferred Stock shall be in arrears in an amount equal to or
exceeding four quarterly dividend payments; or whenever there
shall have occurred some default in the observance of any of
the provisions hereof or of the provisions of any series of
$100 Par Serial Preferred Stock, or some default on which
action has been taken by debentureholders, bondholders,
holders of shares of any class of capital stock of the Company
ranking prior to the $100 Par Serial Preferred Stock in
respect of dividends or payments in liquidation or the
-6- <PAGE>
Exhibit 3(i)
Page 75 of 189
trustee of any deed of trust or mortgage of the Company, or
whenever the Company shall have been declared bankrupt or a
receiver of its property shall have been appointed (any of said
conditions before herein called an "event of default"), then the
holders of the $100 Par Serial Preferred Stock shall be given
notice of notice of all stockholders' meetings and shall have
the right, voting as a class, to elect the largest number of
directors constituting a minority of the Board of Directors of
the Company. When all arrears of dividends shall have been paid
and such event of default shall have terminated, all the rights
and powers of the holders of the $100 Par Serial Preferred Stock
to receive notice and to vote shall cease, subject to being
again revived or any subsequent event of default.
When the holders of the $100 Par Serial Preferred Stock
shall have acquired the right to elect a minority of the Board
of Directors, or such right shall cease, the Company shall
promptly after the first delivery to the Company of a written
request therefor by any stockholder, cause a meeting of the
stockholders to be held within 45 days from the delivery of such
request for the purpose of electing a new Board of Directors.
Forthwith, upon the election and qualification of the new Board
of Directors, the terms of office of the existing directors
shall terminate.
V. Action Requiring Certain Consent of $100 Par Serial
Preferred Stockholders
So long as any of the $100 Par Serial Preferred Stock is
outstanding, the Company shall not, without the affirmative vote
of the holders of at least two-thirds of the shares of the $100
Par Preferred Stock then outstanding, change the provisions
hereof or issue any shares of capital stock of the Company
ranking prior to the $100 Par Serial Preferred Stock in respect
of dividends or payments in liquidation, provided that in no
event shall any reduction of the dividend rate or of the amounts
payable upon redemption or liquidation with respect to any share
of the $100 Par Serial Preferred Stock be made without the
consent of the holder thereof.
So long as any of the $100 Par Serial Preferred Stock is
outstanding, the Company shall not, without the consent of the
holders of at least a majority of the shares of the $100 Par
Serial Preferred Stock then outstanding, issue any additional
shares, or reissue any reacquired shares, of the $100 Par
-7-
<PAGE>
Exhibit 3(i)
Page 76 of 189
Serial Preferred Stock or any other stock ranking on a parity
with the $100 Par Serial Preferred Stock in respect of dividends
or payments in liquidation, unless:
1. the net earnings of the Company available for the
payment of interest for 12 consecutive calendar months
ending not more than 90 days before the date of such
issuance are equal to at least one and three-quarters times
the aggregate of the annual interest charges on all
outstanding long-term indebtedness of the Company (excluding
interest charges on such indebtedness to be retired by the
application of the proceeds from the issuance of such
shares) and the annual dividend requirements on all $100 Par
Serial Preferred Stock and all $12.50 Par Preferred Stock and
all other stock if any, ranking on a parity with or having
priority over the $100 Par Serial Preferred Stock in respect
of dividends or payments in liquidation which will be
outstanding immediately after the issuance of such shares;
and
2. immediately after the issuance of such shares the
aggregate of (i) the par value of the Company's $100 Par Serial
Preferred Stock, $12.50 Par Preferred Stock and any other stock
ranking on a parity with or having a priority over the $100 Par
Serial Preferred Stock in respect of dividends or payments in
liquidation and (ii) the principal amount of all long-term
indebtedness is not more than seventy per cent (70%) of the
aggregate of (a) the principal amount of all long-term
indebtedness, (b) the par value of, or stated capital
represented by the Company's outstanding capital stock of all
classes and (c) the amount of the Comppany's surplus (both
capital and earned) as then stated on the Company's books.
VI. Merger, Consolidation or Sale of All Assets
With the approval of the holders of such number of shares of
the $100 Par Serial Preferred Stock as may be required by law,
the Company may merge or consolidate with or be merged into any
other corporation, or sell substantially all of its assets
subject to any applicable law.
VII. No Pre-emptive Right
The holders of the $100 Par Serial Preferred Stock shall
have no pre-emptive right to subscribe to any future issue of
additional shares of
-8-
<PAGE>
Exhibit 3(i)
Page 77 of 189
the $100 Par Serial Preferred Stock or of any other class of
stock of the Company now or hereafter authorized or to any
security convertible into such stock.
The holders of $12.50 Par Preferred Stock and Common Stock
shall have no pre-emptive right to subscribe to any issue of
shares of the $100 Par Serial Preferred Stock or to any security
convertible into shares of the $100 Par Serial Preferred Stock.
VIII. Immunity of Directors, Officers and Agents
No director, officer or agent of the Company shall be held
personally responsible for any action taken in good faith
through subsequently adjudged to be in violation hereof.
IX. Transfer Agent
The Company shall always have at least one Transfer Agent
for the $100 Par Serial Preferred Stock, which may be the
Company or a Connecticut incorporated bank or trust company of
good standing;
(v) There shall be and hereby is established a series of $100
Par Serial Preferred Stock and the designation of such series, the
authorized number of shares thereof and the terms thereof are as
follows:
1. The series of $100 Par Preferred Stock established
hereby shall be designated "$100 Par Serial Preferred
Stock, 5.75% Series" (hereinafter referred to as the "5.75%
Series") and the authorized number of shares of such series
shall be 9,600.
2. Dividends on said 5.75% Series shall be at the
rate of 5.75% of the par value thereof per annum and no
more and shall be cumulative from the date of issue
thereof. Said dividends, when declared, shall be payable
on the first day of January, April, July and October in
each year.
3. The shares of the 5.75% series shall be redeemable
upon the terms and conditions provided in said foregoing
resolution at the following redemption prices:
(a) if redeemed through operation of sinking
fund hereinafter provided for, at the redemption price
of $100 per share, and
(b) if redeemed otherwise than through operation
of said sinking fund,
-9-
<PAGE>
Exhibit 3(i)
Page 78 of 189
at $104.75 per share if redeemed on or before
January 1, 1971,
at $103.75 per share if redeemed thereafter and
on or before January 1, 1974,
at $102.75 per share if redeemed thereafter and
on or before January 1, 1977,
on at $101.75 per share if redeemed thereafter
and or before January 1, 1980,
and
thereafter at $101.00 per share,
plus, in all cases, that portion of the quarterly dividend
accrued thereon to the redemption date and all unpaid
dividends thereon, if any; provided, however, that prior to
January 1, 1971, no such redemption shall be made (other
than through operation of said sinking fund) directly or
indirectly from the proceeds, or in anticipation of the
sale of any stock or the issuance of any indebtedness for
money borrowed, having an effective dividend rate or an
effective interest cost (calculated in accordance with
accepted financial practices) as the case may be, of less
than 4.75%.
4. The sinking fund for the redemption of the
5.75% Series shall be as follows:
On January 1, 1969, and on each January 1
thereafter and for so long as any of the 5.75% Series
remains outstanding, the Company shall, to the extent
of any funds of the Company legally available
therefor, redeem 200 shares (or such lesser number of
shares as remain outstanding) of the 5.75% Series,
provided, however, that if in any year the Company
does not redeem such 200 shares, the deficiency shall
be made good on the first succeeding January 1 on
which the Company has funds legally available for the
redemption of shares pursuant to this sinking fund.
If the Company shall issue another series of
$100 Par Serial Preferred Stock for which there
-10-
<PAGE>
Exhibit 3(i)
Page 79 of 189
is provided annual sinking fund redemptions or payments
in excess of two per cent (2%) of the originally issued
shares of such series, the sinking fund redemption of
the 5.75% Series shall be increased from 200 shares to
an amount equal to 10,000 shares multiplied by the
percentage provided for such other series; provided,
however, that the sinking fund redemption of the 5.75%
Series shall in no event be increased to an amount
greater than 300 shares per annum.
5. No change in the provisions of the 5.75% Series, as
set forth herein, shall be made except to the extent and in
the manner provided in Item B, paragraph 6, section (iv),
part V hereof nor without the consent of the holders of at
least two-thirds of the outstanding shares of the 5.75%
Series.
C. The Plan of Merger was adopted by the merging corporations
in the following manner:
1. The Plan was approved by the Board of Directors of each
merging corporation.
2. The Plan was approved by vote of the shareholders of
Hartford and as to that corporation:
(i) The shareholder vote required to adopt the Plan
was 333,334 votes by the holders of its common stock and
40,000 votes by the holders of its $12.50 Par Preferred
Stock, the only classes of its stock.
(ii) The number of shares of common stock outstanding
and entitled to vote thereon was 500,000 shares and the
number of shares of $12.50 Par Preferred Stock outstanding
and entitled to vote thereon was 60,000 shares.
(iii) The voting power of such common stock and of
such preferred stock was one vote per share.
(iv) The vote in favor of the Plan was 419,571
affirmative votes of the holders of common stock and 51,785
affirmative votes of the holders of $12.50 Par Preferred
Stock.
3.The Plan was approved by vote of the shareholders of New
Britain and as to that corporation:
-11- <PAGE>
Exhibit 3(i)
Page 80 of 189
(i) The shareholder vote required to adopt the Plan was a
61,961 votes by the holders of its common stock and 6,400
votes by the holders of its Preferred Stock, 4.75% Series,
$100 par value, the only classes of its stock.
(ii) The number of shares of common stock outstanding and
entitled to vote thereon was 92,791 shares and the number
of shares of Preferred Stock, 4.75% Series, $100 par value,
outstanding and entitled to vote thereon was 9,600.
(iii) The voting power of such common stock and of such
preferred stock was one vote per share.
(iv) The vote in favor of the Plan was 77,960 affirmative
votes of the holders of common stock and 9,600 affirmative
votes of the holders of Preferred Stock, 4.75% Series,
$100 par value.
Dated at Hartford, Connecticut, this 30th day of August, 1968.
We hereby declare under the penalties of perjury that the
statements made in the foregoing certificate, insofar as they
pertain to The Hartford Gas Company, are true.
THE HARTFORD GAS COMPANY
R.H. Willis
By ______________________
President
W.A. MacDonald
__________________________
Secretary
We hereby declare under the penalties of perjury, that the
statements made in the foregoing certificate, insofar as they pertain
to The New Britain Gas Light Company, are true.
THE NEW BRITAIN GAS LIGHT
COMPANY
Edgar Rhodes
By ______________________
President
John S. Filbert
_________________________
Secretary
-12-
<PAGE>
Exhibit 3(i)
Page 81 of 189
EXHIBIT I
BY-LAWS OF CONNECTICUT NATURAL GAS CORPORATION
ARTICLE I
Directors
Sec. 1 The Board of Directors shall consist of not less than ten and
not more than sixteen persons who shall be stockholders of the Company and
who shall be elected annually by the stockholders by ballot in the manner
prescribed by law.
Sec. 2 The Board meetings shall be held in each calendar month
(excepting August) on dates in said months to be ordered by the Board.
Special meetings of the Board may be called at any time by the Chairman
or by the President, and shall be called on the written request of any
three members of the Board addressed to the chairman or the President.
Notice of Directors meetings shall be given by the Secretary who shall
mail written notice thereof to each Director at least two days before the
time appointed for each such meeting provided that no notice shall be
required other than that contained in this section of the By-Laws for the
stated meeting of the Board to be held immediately following the annual
meeting of the stockholders.
Sec. 3 At any meeting of the Board of Directors a majority shall be a
quorum for the transaction of business, but any meeting may be adjourned
from time to time by the vote of the Directors present.
ARTICLE II
Indemnity
Sec. 1 Each director of the Corporation shall be indemnified and
reimbursed by the Corporation for expenses necessarily incurred by him in
connection with the defense or reasonable settlement of any action, suit or
proceeding in which he is made a party by reason of his being or having been
a director of the Corporation except in relation to matters as to which he
is finally adjudged to be liable for negligence or misconduct in the
performance of his duties as such director. Such right of indemnification
and reimbursement shall not be exclusive of any other rights to which he may
be entitled. The rights herein provided for shall inure to each director
whether or not he is acting as such at the time such expenses are incurred
and in the event of his death such rights shall extend to his legal
representatives. Such indemnity and
<PAGE>
Exhibit 3(i)
Page 82 of 189
reimbursement shall be fixed by the Board of Directors, and if no quorum is
available, by a committee of stockholders who are not directors appointed by
the stockholders at a meeting called for the purpose.
ARTICLE III
Officers
Sec. 1 The officers of the Company shall be a President, a Secretary,
a Treasurer and, at the discretion of the Board of Directors, a Chairman and
one or more Vice Presidents. The Board of Directors may also appoint one or
more Assistant Secretaries, one or more Assistant Treasurers and such other
officers as the Board of Directors may deem advisable. The chief executive
officer shall be a Director. One person may hold any two offices except
that one person shall not hold more than one of the following offices:
Chairman, President, Secretary. All officers shall be elected or appointed
annually by the Board of Directors.
Sec. 2 The Board of Directors by a two-thirds vote of their number
shall have power to and may at any time remove from office any of the
persons elected or appointed by them.
Sec. 3 In case of death, removal or resignation of any of the
directors of officers of the Company, the remaining directors may supply the
vacancy thus created until the next election.
ARTICLE IV
Duties of the Chairman and President
Sec. 1 The Chairman, if such office shall be filled by the Board of
Directors, shall, when present, preside at all meetings of said Board and of
the Stockholders. He shall be an executive officer of the Company, shall be
the representative of the Board of Directors and, if the Board so
determines, shall be the chief executive officer of the Company, and, while
chief executive officer, his title shall be Chairman and Chief Executive
Officer. He shall perform such additional duties as may be assigned to him
from time to time by said Board.
Sec. 2 The President shall be an executive officer of the Company
and, if the Directors so determine or do not fill the office of the
Chairman, shall be the chief executive officer of the Company. If the
President be not the chief executive officer of the company, he shall
perform such duties as shall be assigned to him by the Chairman or by the
Board of Directors.
-2-
<PAGE>
Exhibit 3(i)
Page 83 of 189
Sec. 3 The chief executive officer of the Company shall have direct
and active supervision and control of the business and affairs of the
Company.
ARTICLE V
Duties of the Vice President
Sec. 1 The Vice President or Vice Presidents shall perform such
duties as may be assigned by the chief executive officer or the Board of
Directors.
ARTICLE VI
Duties of the Secretary and Assistant Secretary
Sec. 1 The Secretary shall record all the votes of the Corporation
and the minutes of its transactions in a book to be kept for that purpose.
He shall under the direction of the chief executive officer be present at
all meetings of the Board and keep a record of proceedings in a minute
book. He shall notify the stockholders of the annual and any special
meetings, and shall notify the members of the Board of Directors of all
regular and special meetings of the Board. He shall have charge of the
transfer of stock and the registry of any bonds of the Company and shall
keep records thereof in such manner as the Board of Directors shall from
time to time direct. He shall perform all the duties which are customary
and incident to the office of Secretary in like companies.
Sec. 2 The Assistant Secretary shall perform the duties of the
Secretary in case of the absence or disability of the Secretary.
ARTICLE VII
Duties of the Treasurer and Assistant Treasurer
Sec. 1 The Treasurer and Assistant Treasurer shall give bond for the
faithful discharge of their duties in such sum and with such surety or
sureties as the Board of Directors may require. The Treasurer shall keep
full and accurate accounts of receipts and disbursements and shall deposit
the Company's funds in the name and to the credit of the Company is such
depositories as may be determined by the Board of Directors. He shall
disburse the funds of the Company as may be ordered by the Board, taking
proper vouchers for such disbursements.
-3- <PAGE>
Exhibit 3(i)
Page 84 of 189
He shall have charge of the money, notes, bills and checks of the
Company, and may accept and endorse the same. He shall make such reports of
the receipts and disbursements in such form and detail and at such time as
the Board may direct.
Sec. 2 The Assistant Treasurer shall perform the duties of the
Treasurer in case of the absence or disability of the Treasurer and shall at
times render such assistance as the Treasurer may require.
Sec. 3 Checks on the funds of the Company, except in payment of
dividends, shall be signed by any one of the following: the Chairman, the
President, a Vice President, the Treasurer, and Assistant Treasurer.
ARTICLE VIII
Committees
Sec. 1 There shall be an Executive Committee consisting of such
directors as may be chosen by the Board of Directors. The Executive
Committee shall have charge of all matters which may be referred to it by
the Board of Directors and generally have oversight and authority with
regard to all business of the Company when the Board of Directors is not in
session.
Sec. 2 There shall be a Finance Committee consisting of such
directors as may be chosen by the Board of Directors. The Finance Committee
shall have such powers and duties relating to the financial aspects of the
business of the Company as the Board may designate.
Sec. 3 The Board of Directors may from time to time appoint such
other committees with such powers as the Board may determine.
Sec. 4 All committees shall report their actions and recommendations
to the Board of Directors at the next ensuing meeting of the Board. A
majority of each committee shall constitute a quorum for the transaction of
business. The Board of Directors shall fix the remuneration of the members
of committees.
-4-
<PAGE>
Exhibit 3(i)
Page 85 of 189
ARTICLE IX
Meeting of Stockholders
Sec. 1 The annual meeting of the stockholders of the Company for the
election of Directors and the transaction of such other business as may
properly come before the meeting shall be held in the City of Hartford, on
the third Wednesday of March in each year, at such hour as shall be
determined by resolution of the Board of Directors, or on such other day
thereafter in said month as the Board of Directors, or on such other day
thereafter in said notice stating the time and place of holding such meeting
shall be mailed by the Secretary to each stockholder of record at his last
known post office address, not less than seven days nor more than fifty days
before the date of said meeting.
Sec. 2 A special meeting of the stockholders shall be called at any
time by the Secretary in conformity with the vote of the Board of Directors,
or on the written request of a majority of the Directors addressed to the
chief executive officer of the Company, or on the written request of the
stockholders holding at least one-tenth of the issued and outstanding
capital stock of the Company. A printed notice of special meetings shall be
given by the Secretary stating the time and place for holding such meeting
and the object and purpose thereof. This notice shall be mailed to each
stockholder of record at his last known post office address not less than
seven days nor more than fifty days before the date of said meeting.
Sec. 3 At the annual or any special meeting of the stockholders, the
stockholders present or represented by proxy shall constitute a quorum for
the transaction of business.
Sec. 4 Stockholders may vote at any meeting either in person or by
proxy, but all proxies shall be in writing. Partnerships may sign the firm
name and the signature of any member thereof shall be sufficient.
Corporations may execute their proxies by the signature of the President,
attested by that of the Secretary and the corporate seal of the Company.
ARTICLE X
Certificates of Stock
Sec. 1 Certificates of stock shall be issued to the stockholders and
transfers of them made by the Secretary when required. The certificates
shall be signed by the Chairman, the President or Vice President and by the
Secretary or Assistant Secretary, the signature of whom may be facsimiles,
countersigned by the Transfer Agent, and sealed
-5-
<PAGE>
Exhibit 3(i)
Page 86 of 189
with the common seal of the Corporation or a facsimile thereof. A Transfer
Agent and a registrar of the stock may be appointed by the Board of
Directors. Transfers of stock shall be made upon the books of the Company
by the stockholder in person or by attorney duly authorized upon surrender
of the certificates.
Sec. 2 The Board of Directors may close the transfer books in its
discretion for a period not exceeding ten days preceding any meeting of the
stockholders or preceding the day appointed for the payment of a dividend
and the Board may in its discretion fix a record date for the determination
of stockholders entitled to vote at any meeting or to receive the payment of
a dividend.
ARTICLE XI
Amendments
Sec. 1 Amendments to the By-Laws may be made at any special or stated
meeting of the Board of Directors by vote or consent of at least two-thirds
of the entire number of directors, provided that no amendment shall be made
unless the notice of the meeting shall specify the amendment as the purpose
or one of the purposes of the meeting.
-6-
<PAGE>
Exhibit 3(i)
Page 87 of 189
EXHIBIT II
CONNECTICUT NATURAL GAS CORPORATION
DIRECTORS
Franklin S. Atwater Edgar G. Rhodes
Norman B. Bertolette Lester E. Shippoe
Charles E. Brainard Wilbur C. Stooble
Pomeroy Day Angelo Tomasso, Jr.
William W. Fisher Robert D. Twohig
Wilson C. Johnson Roger Wilkins
William T. Jebb Robert H. Willis
Roger J. Lennon Charles J. Zimmerman
OFFICERS
Robert H. Willis............. President and Chief Executive Officer
Herbert H. Johnson........... Vice President--Engineering and Planning
John S. Filbert.............. Vice President--Operations
Wallace A. MacDonald......... Secretary and Assistant Treasurer
Albert C. Dudley............. Treasurer
Victor H. Frauenhofer........ Controller and Assistant Secretary
Carl Thomson................. Assistant Treasurer and Assistant Secretary
<PAGE>
Exhibit 3(i)
Page 88 of 189
CONNECTICUT NATURAL GAS CORPORATION
Certificate Amending Charter
by Action of Board of Directors
(Stock Corporation)
I. The name of the corporation is CONNECTICUT NATURAL GAS
CORPORATION.
II. The charter is amended only by the following resolution of the
Board of Directors acting alone:
VOTED: There shall be and hereby is established a series of $100
Par Serial Preferred Stock; the designation of such series, the
authorized number of shares thereof and the terms thereof to be as
follows:
1. The Series of $100 Par Serial Preferred Stock established
hereby shall be designated "$100 Par Serial Preferred Stock, 7.75%
Series" (hereinafter referred to as the "7.75% Series") and the
authorized number of shares of such series shall be 60,000.
2. Dividends on said 7.75% Series shall be at the rate of
7.75% of the par value thereof per annum and no more and shall be
cumulative from the date of issue thereof. Said dividends, when
declared shall be payable on the first day of January, April, July
and October in each year.
3. The shares of the 7.75% Series shall be redeemable at the
following redemption prices:
(a) if redeemed through the operation of the sinking fund
provision for which is hereinafter made, at the redemption
price of $100 per share, and:
(b) if redeemed otherwise than through operation of said
sinking fund,
at $107.75 per share if redeemed on or before July 1, 1977
at $105.83 per share if redeemed thereafter and on or before
July 1, 1981
at $103.91 per share if redeemed thereafter and on or before
July 1, 1985
and
thereafter at $102.00 per share,
<PAGE>
Exhibit 3(i)
Page 89 of 189
plus, in all cases, that portion of the quarterly dividend
accrued thereon to the redemption date and all unpaid dividends
thereon, if any; provided, however, that prior to July 1, 1979,
no such redemption shall be made (other than through operation
of said sinking fund) directly or indirectly from the proceeds,
or in anticipation, of the sale of preferred stock or the
issuance of any indebtedness for money borrowed, having an
effective dividend rate or an effective interest cost
(calculated in accordance with accepted financial practice) as
the case may be, of less than 7.75%.
4. The sinking fund for the redemption of the 7.75%
Series shall be as follows:
On July 1, 1970, and on each July 1 thereafter and for so
long as any of the 7.75% Series remains outstanding, the
Company shall, to the extent of any funds of the Company
legally available therefor, redeem 2400 shares (or such lesser
number of shares as remain outstanding) of the 7.75% Series;
provided, however, that if in any year the company does not
redeem such 2400 shares, the deficiency shall be made good on
the first succeeding July 1 on which the Company has funds
legally available for the redemption of shares pursuant to this
sinking fund.
5. No change in the provisions of the 7.75% Series, as set
forth herein, shall be made except to the extent and in the
manner provided in part V of the terms, limitations and relative
rights and preferences of the Company's $100 Par Serial
Preferred Stock nor without the consent of the holders of at
least two-thirds of the outstanding shares of the 7.75% Series.
III. The above resolution was adopted by the Board of Directors
acting alone, the Board of Directors being so authorized pursuant to Section
33-341, Connecticut General Statutes, revision of 1958, as amended.
IV. The number of affirmative votes required to adopt such
resolution was eight (8).
V. The number of directors' votes in favor of the resolution was
twelve (12).
Dated at Hartford, Connecticut this 26th day of June, 1969.
<PAGE>
Exhibit 3(i)
Page 90 of 189
We hereby declare, under the penalties of perjury, that the
statements made in the foregoing certificate are true.
V. H. Frauenhofer, Vice President
_________________________________
W. A. MacDonald, Secretary
_________________________________
<PAGE>
Exhibit 3(i)
Page 91 of 189
CERTIFICATE AMENDING OR RESTATING CERTIFICATE OF INCORPORATION
BY ACTION OF ( ) INCORPORATION ( ) BOARD OF (X) BOARD OF DIRECTORS
DIRECTORS AND SHAREHOLDERS
61-38
VOL 24 133
STATE OF CONNECTICUT
SECRETARY OF THE STATE
30 TRINITY STREET
HARTFORD, CT 06106
---------------------------------------------------------------------------
1. Name of Corporation | DATE
Connecticut Natural Gas Corporation | February 18, 1970
---------------------------------------------------------------------------
2. The Certificate of Incorporation is:
|X| A. AMENDED ONLY | | B. AMENDED AND RESTATED | | C. RESTATED ONLY by the
following resolution
RESOLVED: That the charter of Connecticut Natural Gas Corporation be
and hereby is amended so as to provide that the authorized capital stock of
the Company consist of the following: 705,582 shares of common stock having
a par value of $12.50 per share, of which 685,582 shares are now
outstanding; 60,000 shares of preferred stock having a par value of $12.50
per share, known and designated as the "$12.50 Par Preferred Stock", all of
which are now outstanding; 100,000 shares of preferred stock having a par
value of $100 per share, known and designated as the Company's "$100 Par
Serial Preferred Stock: of which 9,400 shares are now outstanding, such
stock to be on a parity with respect to dividends and liquidation with the
$12.50 Par Preferred Stock and such stock neither to have nor to be subject
to any preemptive rights; and that the Board of Directors is authorized to
issue, from time to time, all such shares of $100 Par Serial Preferred
Stock, and, to the extent permitted by law, to fix and determine the terms,
limitations and (except that no amount payable on liquidation shall exceed
the then applicable call price) relative rights and preferences of such
stock, including, without limitation, the conditions under which they shall
be entitled to voting rights and the extent thereof, to divide such shares
into series and, to the extent permitted by law, to fix and determine the
variations among series.
[N.B. Since adoption of above, 60,000 additional shares of authorized
$100 Par Serial Preferred were issued and the then outstanding 9,400
shares were reduced to 9,100.]
3. (Omit if 2A is checked)
(a) The above resolution merely restates and does not change the
provisions of the original certificate of Incorporation as
supplemented and amended to date, except as follows: (Indicate
amendments made if any, if none, so indicate)
by increasing the number of common shares by 20,000 shares from
685,582 to 705,582.
(b) Other than as indicated in Par. 3(a), there is no discrepancy
between the provisions of the original Certificate of
Incorporation as supplemented to date, and the provisions of
this Certificate Relating the Certificate of Incorporation.
------------------------------------------------------------------------
| |4. (Check, if true)
The above resolution was adopted by vote of at least two-thirds of the
incorporators before the organization meeting of the corporation, and
approved in writing by all subscribers (if any) for shares of the
corporation, (or if nonstock corporation, by all applicants for
membership entitled to vote, if any)
We (at least two-thirds of the incorporators) hereby declare, under the
penalties of perjury, that the statements made in the foregoing are true.
<TABLE>
<S> <C> <C>
-------------------------------------------------------------------------------------
SIGNED |SIGNED |SIGNED
-------------------------------------------------------------------------------------
APPROVED
-------------------------------------------------------------------------------------
SIGNED |SIGNED |SIGNED
/TABLE
<PAGE>
Exhibit 3(i)
Page 92 of 189
134
(Omit if 2C is checked.)
The above resolution was adopted by the board of directors acting alone,
there being no shareholders or subscribers. | | the board of directors
being so authorized pursuant to Section 33-341, Conn. G.S. as amended
| | the corporation being a nonstock corporation and having no members
and no applicants for membership entitled to vote on such resolution
<TABLE>
<S> <C>
-------------------------------------------------------------------
5. The number of affirmative votes |6. The number of directors' votes
required to adopt such resolution is: | in favor of the resolution was:
------------------------------------------------------------------------------------
</TABLE>
We hereby declare, under penalties of perjury, that the statements made in
the foregoing certificate are true.
<TABLE>
<S> <C>
------------------------------------------------------------------------------------
NAME OF PRESIDENT OR VICE PRESIDENT |NAME OF SECRETARY OR ASSISTANT SECRETARY
------------------------------------------------------------------------------------
SIGNED PRESIDENT OR VICE PRESIDENT |SIGNED SECRETARY OF ASSISTANT SECRETARY
------------------------------------------------------------------------------------
</TABLE>
|X| 4. The above resolution was adopted by the board of directors and by
shareholders. on February 1, 1969 and March 27, 1969 respectively.
number of shares required to be voted as a class
<TABLE>
<S> <C> <C> <C>
------------------------------------------------------------------------------------
NUMBER OF SHARES |TOTAL VOTING POWER |VOTE REQUIRED FOR |VOTE FAVORING
ENTITLED TO VOTE | |ADOPTION |ADOPTION
------------------------------------------------------------------------------------
</TABLE>
(If the shares are entitled to vote as a class, indicate the designation
and number of outstanding shares of each such class, the voting power
thereof, and the vote of each class for the amendment resolution.
Shares outstanding: 60,000 Preferred and 685,592 Common
(one vote per share of each class of stock)
<TABLE>
<CAPTION>
For Against
--- -------
<S> <C> <C>
Preferred 43,272 931
Common 510,084 19,838
</TABLE>
We hereby declare under the penalties of perjury that the statements made
in the foregoing certificate are true.
<TABLE>
<S> <C>
------------------------------------------------------------------------------------
NAME OF PRESIDENT OR VICE PRESIDENT |NAME OF SECRETARY OR ASSISTANT SECRETARY
Robert H. Willis, President | Robert H. Dixon, Secretary
/s/ Robert H. Willis | /s/ Robert A. Dixon
------------------------------------------------------------------------------------
</TABLE>
| | 4. The above resolution was adopted by the board of directors and by
members
5. Vote of members:
(a) (Use if no members are required to vote as a class.)
<TABLE>
<S> <C> <C> <C>
------------------------------------------------------------------------------------
NUMBER OF MEMBERS |TOTAL VOTING | VOTE REQUIRED FOR |VOTE FAVORING
VOTING |POWER | ADOPTION |ADOPTION
------------------------------------------------------------------------------------
</TABLE>
(b) (If the members of any class are entitled to vote as a class, indicate
the designation and number of members of each such class, the voting power
thereof, and the vote of each such class for the amendment resolution.)
We hereby declare under the penalties of perjury, that the statements made
in the foregoing certificate are true.
<TABLE>
<S> <C>
------------------------------------------------------------------------------------
NAME OF PRESIDENT OR VICE PRESIDENT |NAME OF SECRETARY OR ASSISTANT SECRETARY
------------------------------------------------------------------------------------
SIGNED PRESIDENT OR VICE PRESIDENT |SIGNED SECRETARY OF ASSISTANT SECRETARY
------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<S> <C> <C> <C> <C>
FILED Filing Fee |Tax Certification Fee| Total Fees
STATE OF CONNECTICUT $ 20 200 $ 2 $227
FEB 27 1970 2:30P.M.
Ella T. Grasso
SECRETARY OF THE STATE
/TABLE
<PAGE>
Exhibit 3(i)
Page 93 of 189
Vol 24 149
CERTIFICATE Amending Certificate of Incorporation
by action of Board of Directors and Shareholders
(Stock Corporation)
For office use only
STATE OF CONNECTICUT -------------------
Account No.
SECRETARY OF THE STATE
Initials
-------------------
1. Name of Corporation
CONNECTICUT NATURAL GAS CORPORATION April 16, 1970
2. (A) The Certificate of Incorporation is amended only by the
following resolutions:
RESOLVED: That the charter of Connecticut Natural Gas
Corporation be and hereby is amended so as to provide that the
authorized capital stock of the Company consist of the
following: 2,705,582 shares of common stock having a par value
of $12.50 per share, of which 685,582 shares are now
outstanding; 60,000 shares of preferred stock having a par value
of $12.50 per share, known as the "$12.50 Par Preferred Stock",
all of which are now outstanding; 100,000 shares of preferred
stock having a par value of $100 per share, known and designated
as the Company's "$100 Par Serial Preferred Stock" of which
69,100 shares are now outstanding, such stock to be on a parity
with respect to dividends and liquidation with the $12.50 Par
Preferred Stock and such stock neither to have nor to be subject
to any preemptive rights; and that the Board of Directors is
authorized to issue, from time to time, all such shares of $100
Par Serial Preferred Stock, and, to the extent permitted by law,
to fix and determine the terms, limitation and (except that no
amount payable on liquidation shall exceed the then applicable
call price) relative rights and preferences of such stock,
including, without limitation the conditions under which they
shall be entitled to voting rights and the extent thereof, to
divide such shares into series and, to the extent permitted by
law, to fix and determine the variations among series.
RESOLVED: That the charter of Connecticut Natural Gas
Corporation be and hereby is amended so as to provide that the
holders of any capital stock of the Company shall have no
preemptive right to subscribe to any future issue of any shares
of capital stock of the Company, now or hereafter authorized, or
of any security convertible into any shares of such capital
stock.
<PAGE>
Exhibit 3(i)
Page 94 of 189
150
RESOLVED: That the charter of Connecticut Natural Gas
Corporation be and hereby is amended by amending 2 of V of the
"terms, limitations and relative rights and preferences of the
Company's $100 Par Serial Preferred Stock", by substituting the
words and figures seventy-five per cent. (75%) for the words and
figures seventy per cent. (70%) so that the same shall read:
"2. immediately after the issuance of such shares the
aggregate of (i) the par value of the Company's $100 Par
Serial Preferred Stock, $12.50 Par Preferred Stock and any
other stock ranking on a parity with or having priority
over the $100 Par Serial Preferred Stock in respect of
dividends or payments in liquidation and (ii) the principal
amount of all long-term indebtedness, is not more than
seventy-five per cent. (75%) of the aggregate of (a) the
principal amount of all long-term indebtedness, (b) the par
value of, or stated capital represented by, the Company's
outstanding capital stock of all classes and (c) the amount
of the Company's surplus (both capital and earned) as then
stated on the Company's books."
3. Not applicable.
4. The above resolutions were adopted by the board of directors
and by the shareholders on March 23, 1970.
5. Vote of shareholders:
(a) Not applicable.
(b) Designation, number of outstanding shares of such class,
voting power thereof, and vote of each class for each amendment
resolution:
As to first resolution:
Shares outstanding: 60,000 $12.50 Par Preferred Stock;
685,582 Common Stock (one vote per share of each class of
stock):
<TABLE>
<CAPTION>
<S> <C> <C>
For Against
--- -------
$12.50 Par Preferred Stock 45,626 1,694
Common Stock 487,238 17,195
</TABLE>
<PAGE>
Exhibit 3(i)
Page 95 of 189
151
As to the second resolution:
Shares outstanding: 60,000 $12.50 Par Preferred Stock;
685,582 Common Stock (one vote per share of each class of
stock):
<TABLE>
<CAPTION>
<S> <C> <C>
For Against
--- -------
$12.50 Par Preferred Stock 40,405 5,915
Common Stock 467,052 36,548
</TABLE>
As to the third resolution:
Shares outstanding: 69,100 $12.50 $100 Par Serial Preferred Stock;
60,000 $12.50 Par Preferred Stock; 685,582 Common Stock (one vote per share
of each class of stock):
<TABLE>
<CAPTION>
<S> <C> <C>
For Against
--- -------
$100 Par Serial Preferred Stock 62,600 0
$12.50 Par Preferred Stock 45,924 1,396
Common Stock 483,072 21,384
</TABLE>
We hereby declare, under the penalties of perjury, that the
statements made in the foregoing certificate are true.
Robert H. Willis, President Robert A. Dixon, Secretary
--------------------------- --------------------------
President Secretary
Filed State of Connecticut April 20, 1970 3:15 p.m.
<PAGE>
Exhibit 3(i)
Page 96 of 189
<TABLE>
<CAPTION>
CERTIFICATE AMENDING OR RESTATING CERTIFICATE OF INCORPORATION
<S> <C> <C> <C>
BY ACTION OF ( ) INCORPORATION ( ) BOARD OF (X) BOARD OF DIRECTORS
DIRECTORS AND SHAREHOLDERS
(Stock Corporation) (Non-Stock Corporation)
</TABLE>
61-38
VOL 24 635
STATE OF CONNECTICUT
SECRETARY OF THE STATE
30 TRINITY STREET
HARTFORD, CT 06106
<TABLE>
<S> <C>
---------------------------------------------------------------------------
1. Name of Corporation | DATE
Connecticut Natural Gas Corporation | April 7, 1972
---------------------------------------------------------------------------
</TABLE>
2. The Certificate of Incorporation is:
<TABLE>
<S> <C> <C>
|X| A. AMENDED ONLY | | B. AMENDED AND RESTATED | | C. RESTATED ONLY by the
following resolution
</TABLE>
RESOLVED: That the charter of the Connecticut Natural Gas
Corporation be and hereby is amended so as to provide that the authorized
capital stock of the Company consist of the following: 2,705,582 shares of
common stock having a par value of $12.50 per share, of which 685,782
shares are now outstanding; 60,000 shares of preferred stock having a par
value of $12.50 per share, known as the "$12.50 Par Preferred Stock", all
of which are now outstanding; 400,000 shares of preferred stock having a
par value of $100 per share, known and designated as the Company's "$100
Par Serial Preferred Stock" of which 63,700 shares are now outstanding,
such stock to be on a parity with respect to dividends and liquidation with
the $12.50 Par Preferred Stock and such stock neither to have nor to be
subject to any preemptive rights; and that the Board of Directors is
authorized to issue, from time to time, all such shares of $100 Par Serial
Preferred Stock, and, to the extent permitted by law, to fix and determine
the terms, limitations and (except that no amount payable on liquidation
shall exceed the then applicable call price) relative rights and
preferences of such stock, including, without limitation, the conditions
under which they shall be entitled to voting rights and the extent thereof,
to divide such shares into series and, to the extent permitted by law, to
fix and determine the variations among series.
3. (Omit if 2A is checked)
(a) The above resolution merely restates and does not change the
provisions of the original certificate of Incorporation as
supplemented and amended to date, except as follows: (Indicate
amendments made if any, if none, so indicate)
by increasing the number of shares of $100 Par Preferred Stock
by 300,000 shares from 100,000 to 400,000.
(b) Other than as indicated in Par. 3(a), there is no discrepancy
between the provisions of the original Certificate of
Incorporation as supplemented to date, and the provisions of
this Certificate Relating to the Certificate of Incorporation.
---------------------------------------------------------------------------
| |4. (Check, if true)
The above resolution was adopted by vote of at least two-thirds of
the incorporators before the organization meeting of the corporation,
and approved in writing by all subscribers (if any) for shares of the
corporation, (or if nonstock corporation, by all applicants for
membership entitled to vote, if any)
We (at least two-thirds of the incorporators) hereby declare, under the
penalties of perjury, that the statements made in the foregoing are true.
<TABLE>
<S> <C> <C>
-------------------------------------------------------------------------------------
SIGNED |SIGNED |SIGNED
-------------------------------------------------------------------------------------
APPROVED
-------------------------------------------------------------------------------------<PAGE>
SIGNED |SIGNED |SIGNED
/TABLE
<PAGE>
Exhibit 3(i)
Page 97 of 189
(Omit if 2C is checked.)
The above resolution was adopted by the board of directors acting alone,
there being no shareholders or subscribers. | | the board of directors
being so authorized pursuant to Section 33-341, Conn. G.S. as amended
| | the corporation being a nonstock corporation and having no members
and no applicants for membership entitled to vote on such resolution
<TABLE>
<S> <C>
---------------------------------------------------------------------------
5. The number of affirmative votes |6. The number of directors' votes
required to adopt such resolution is: | in favor of the resolution was:
------------------------------------------------------------------------------------
</TABLE>
We hereby declare, under penalties of perjury, that the statements made in
the foregoing certificate are true.
<TABLE>
<S> <C>
------------------------------------------------------------------------------------
NAME OF PRESIDENT OR VICE PRESIDENT |NAME OF SECRETARY OR ASSISTANT SECRETARY
------------------------------------------------------------------------------------
SIGNED PRESIDENT OR VICE PRESIDENT |SIGNED SECRETARY OF ASSISTANT SECRETARY
------------------------------------------------------------------------------------
</TABLE>
|X| 4. The above resolution was adopted by the board of directors and by
shareholders. on February 28, 1972 March 23, 1972 respectively.
number of shares required to be voted as a class
<TABLE>
<S> <C> <C> <C>
------------------------------------------------------------------------------------
NUMBER OF SHARES |TOTAL VOTING POWER |VOTE REQUIRED FOR |VOTE FAVORING
ENTITLED TO VOTE | |ADOPTION |ADOPTION
------------------------------------------------------------------------------------
</TABLE>
(If the shares are entitled to vote as a class, indicate the designation
and number of outstanding shares of each such class, the voting power
thereof, and the vote of each class for the amendment resolution.
<TABLE>
<S> <C> <C> <C>
Class Shares Outstanding Voting Power favoring
----- ----------------- ----------- Adoption
Common 685,782 685,782 484,919
$12.50 Par Preferred Stock 60,000 60,000 45,725
$100 Par Serial Preferred Stock 63,700 63,700 47,300
</TABLE>
We hereby declare under the penalties of perjury that the statements made
in the foregoing certificate are true.
<TABLE>
<S> <C>
------------------------------------------------------------------------------------
NAME OF PRESIDENT OR VICE PRESIDENT |NAME OF SECRETARY OR ASSISTANT SECRETARY
Robert H. Willis, President | Robert A. Dixon, Secretary
/s/ Robert H. Willis | /s/ Robert A. Dixon
------------------------------------------------------------------------------------
</TABLE>
| | 4. The above resolution was adopted by the board of directors and by
members
5. Vote of members:
(a) (Use if no members are required to vote as a class.)
<TABLE>
<S> <C> <C> <C>
------------------------------------------------------------------------------------
NUMBER OF MEMBERS |TOTAL VOTING | VOTE REQUIRED FOR |VOTE FAVORING
VOTING |POWER | ADOPTION |ADOPTION
------------------------------------------------------------------------------------
</TABLE>
(b) (If the members of any class are entitled to vote as a class, indicate
the designation and number of members of each such class, the voting power
thereof, and the vote of each such class for the amendment resolution.)
We hereby declare under the penalties of perjury, that the statements made
in the foregoing certificate are true.
<TABLE>
<S> <C>
------------------------------------------------------------------------------------
NAME OF PRESIDENT OR VICE PRESIDENT |NAME OF SECRETARY OR ASSISTANT SECRETARY
------------------------------------------------------------------------------------
SIGNED PRESIDENT OR VICE PRESIDENT |SIGNED SECRETARY OF ASSISTANT SECRETARY<PAGE>
------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<S> <C> <C> <C> <C>
FILED Filing Fee Tax Certification Fee| Total Fees
STATE OF CONNECTICUT $ 20 750 $ $770
</TABLE>
<TABLE>
<S> <C>
APR 18 1972 2:15P.M. Certified Copy
______________ 5-15-72
SECRETARY OF THE STATE TO: Robinson, Robinson and Cole
799 Main St., Hartford 06103 Mrs. Betty Pacey
</TABLE> <PAGE>
Exhibit 3(i)
Page 98 of 189
Vol 25 73
CONNECTICUT NATURAL GAS CORPORATION
Certificate Amending Charter
by Action of Board of Directors
(Stock Corporation)
I. The name of the corporation is CONNECTICUT NATURAL GAS
CORPORATION.
II. The charter is amended only by the following resolution of the
Board of Directors acting alone:
VOTED: There shall be and hereby is established a series of
$100 Par Serial Preferred Stock; the designation of such series, the
authorized number of shares thereof and the terms thereof to be as
follows:
1. The Series of $100 Par Serial Preferred Stock established
hereby shall be designated "$100 Par Serial Preferred Stock, 8.25%
Series" (hereinafter referred to as the "8.25% Series") and the
authorized number of shares of such series shall be 55,000.
2. Dividends on said 8.25% Series shall be at the rate of 8.25%
of the par value thereof per annum and no more shall be cumulative
from the date of issue thereof. Said dividends, when declared, shall
be payable on the first day of February, May, August and November in
each year.
3. The shares of the 8.25% Series shall be redeemable at the
following redemption prices:
(a) if redeemed through the operation of the sinking fund
provision for which is hereinafter made, at the redemption price
of $100 per share, and
(b) if redeemed otherwise than through operation of said
sinking fund,
at $108.25 per share if redeemed on or before August 1, 1976;
at $105.75 per share if redeemed thereafter and on or before
August 1, 1979;
at $103.25 per share if redeemed thereafter and on or before
August 1, 1982;
and thereafter at $101.00 per share.
plus, in all cases, that portion of the quarterly dividend
accrued thereon to the redemption date and all unpaid dividends
thereon, if any; provided, however, that prior to August 1,
1981, no such redemption shall be made (other than through
operation of said sinking fund) directly or indirectly from the
proceeds, or in anticipation, of the sale of preferred stock or
the issuance of any indebtedness for money borrowed, having an
<PAGE>
Exhibit 3(i)
Page 99 of 189
74
effective dividend rate or an effective interest cost
(calculated in accordance with accepted financial practices) as
the case may be, of less than 8.25% and that, in the event a
redemption be made on or after August 1, 1981 but prior to
August 1, 1983 by means of such a refunding (at a lower
dividend rate or interest cost), the redemption price shall be
$108.50 per share.
4. The sinking fund for the redemption of the 8.25% Series
shall be as follows:
On August 1 in each of the years 1974-1987, both inclusive, the
Company shall, to the extent of any funds of the Company legallyavailable
therefor, redeem 3,437 of such shares (or such lesser number of shares as
remain outstanding) and, on August 1, 1988 (to the extent of such funds
legally available therefor), redeem the balance (if any) of such shares;
provided, however, that, if in any year the Company does not redeem the
shares required to be redeemed as above provided, the deficiency shall be
made good on the first succeeding August 1 on which the Company has funds
legally available for the redemption of shares pursuant to this sinking
fund.
5. No change in the provision of the 8.25% Series, as set forth
herein, shall be made except to the extend and in the manner provided
in part V of the terms, limitations and relative rights and preferences of
the Company's $100 Par Serial Preferred Stock nor without the consent of
the holders of at least two-thirds of the outstanding shares of the 8.25%
Series.
III. The above resolution was adopted by the Board of Directors
acting alone, the Board of Directors being so authorized pursuant to
Section 33-341, Connecticut General Statutes, revision of 1958, as amended.
IV. The number of affirmative votes required to adopt such
resolution was seven (7).
V. The number of directors' votes in favor of the resolution was ten
(10).
Dated at Hartford, Connecticut this 23 day of July, 1973.
We hereby declare, under the penalties of perjury, that the
statements
made in the foregoing certificate are true.
Filed State of Connecticut Robert H. Willis
July 24, 1973 2:10 p.m. President
Secretary of State R. A. Dixon
Secretary
-2-
<PAGE>
Exhibit 3(i)
Page 100 of 189
Vol 25 363
CERTIFICATE OF MERGER
OF
THE GREENWICH GAS COMPANY
WITH AND INTO
CONNECTICUT NATURAL GAS CORPORATION
1. The name of the surviving corporation is
THE CONNECTICUT NATURAL GAS CORPORATION
2. The Plan of Merger is as follows:
ARTICLE I
Parties and Effective Date
(a) The Greenwich Gas Company, a Connecticut corporation,
("Greenwich") shall be merged with and into Connecticut Natural Gas
Corporation, a Connecticut corporation ("CNG" or the "Surviving
Corporation"), both such corporations being sometimes referred to as the
"Constituent Corporations", in accordance with the applicable statutes of
the State of Connecticut.
(b) The effective date and hour of the statutory merger described
herein (the "Effective Date") shall be the day and the hour on which a
Certificate of Merger under Sections 33-367 and 33-285 of the Connecticut
Stock Corporation Act shall be filed in the office of the Secretary of the
State of Connecticut in accordance with the terms and conditions of the
Agreement and Plan of Merger between CNG and Greenwich.
ARTICLE II
Effect of Merger
Upon the Effective Date, the separate existence of Greenwich shall
cease and Greenwich shall be merged with and into the Surviving
Corporation. The Surviving Corporation shall, from and after the Effective
Date, possess all the rights, privileges, immunities and franchises of
whatsoever nature and description of a public as well as of a private
nature, and be subject to all the restrictions, disabilities and duties of
each of the Constituent Corporations; and all property, real, personal and
mixed, and all debts due to either of the Constituent Corporations on
whatever account, and all and
<PAGE>
Exhibit 3(i)
Page 101 of 189
364
every other interest of or belonging to or due to each of the Constituent
Corporations, and every devise or bequest which either of the Constituent
Corporations would have been capable of taking shall be vested in the
Surviving Corporation without further act or deed; and all property,
rights, privileges, immunities and franchises, and all and every other
interest shall be thereafter as effectually the property of the Surviving
Corporation as they were of the respective Constituent Corporations; and
the title to any real estate vested by deed or otherwise, in any of the
Constituent Corporations, shall not revert or be in any way impaired by
reason of such merger. All rights of creditors and all liens upon the
property of the Constituent Corporations shall be preserved and unimpaired,
and the respective Constituent Corporations may be deemed to continue in
existence in order to preserve the same, and all debts, liabilities and
duties of the Constituent Corporations shall thenceforth attach to the
Surviving Corporation, and may be enforced against it to the same extent as
if said debts, liabilities and duties had been incurred or contracted by
it. Any existing claim or action or proceeding, whether civil, criminal or
administrative, pending or by or against either Constituent Corporation may
be prosecuted to judgment or decree as if such merger had not taken place,
or the Surviving Corporation may be substituted in such action or
proceeding.
ARTICLE III
Charter and Bylaws
(a) The Charter of CNG in effect immediately prior to the Effective
Date, amended to effectuate this Plan of Merger, shall be the Charter of
the Surviving Corporation.
(b) The Bylaws of CNG in effect immediately prior to the Effective
Date shall be the Bylaws of the Surviving Corporation.
ARTICLE IV
Conversion of Shares
(a) COMMON STOCK OF GREENWICH. Each share of common stock of
Greenwich which is issued and outstanding on the Effective Date (other than
shares of Greenwich common stock then owned by shareholders who have duly
given objections to the merger and demands for purchase in accordance with
the provisions of Section 33-374 of the Stock Corporation Act of the State
of Connecticut and with respect to which such demands shall not have been
withdrawn
-2-
<PAGE>
Exhibit 3(i)
Page 102 of 189
365
with the consent of Greenwich and CNG, such shares being hereinafter
referred to in this paragraph as "Dissenting Shares") shall, by virtue of
the merger, and without any action on the part of the holder thereof, be
converted into two-thirds (2/3) of a share of common stock, par value
$12.50, of CNG. As promptly as practicable after the Effective Date, each
holder of an outstanding certificate or certificates theretofore
representing shares of Greenwich common stock (other than certificates
representing Dissenting Shares) shall surrender the same to Hartford
National Bank and Trust Company as Transfer Agent of CNG. Such holder
shall be entitled on such surrender to receive in exchange therefor a
certificate or certificates representing the number of full shares of CNG
common stock into which the shares of Greenwich common stock theretofore
represented by the certificate or certificates so surrendered shall have
been converted as aforesaid. Fractional shares of CNG common stock shall
not be issued; but in lieu thereof, CNG shall pay for each share of
Greenwich common stock which is not convertible into whole shares of CNG
common stock an amount equal to two-thirds (2/3) of the mean between the
last preceding published high and low bid prices of CNG's common stock in
the over-the-counter market on or before the date of mailing the notice and
proxy statement for the Greenwich shareholders' meeting to approve this
Agreement, such prices to be those obtained from National Quotation Bureau,
Inc., representing inter-dealer quotations which do not include retail
mark-up, mark-down or commissions.
Until so surrendered, each outstanding certificate which, prior to
the Effective Date, represented Greenwich common stock (other than
certificates representing Dissenting Shares) shall be deemed for all
purposes, other than the payment of dividends or other distributions, to
evidence ownership of the whole number of shares of CNG common stock into
which the shares of Greenwich common stock (which, prior to the Effective
Date, were represented thereby) have been so converted; and no dividend or
other distribution, if any, payable to holders of record of the shares of
CNG common stock as of any date subsequent to the Effective Date shall be
paid to the holders of outstanding certificates theretofore representing
shares of Greenwich common stock; provided, however, that, upon surrender
and exchange of such outstanding certificates (other than certificates
representing Dissenting Shares) theretofore representing shares of
Greenwich common stock, there shall be paid to the record holders of the
certificates issued in exchange therefore the amount, without interest
thereon, of dividends and other distributions, if any, which would have
theretofore become payable with respect to the shares of CNG common stock
represented thereby.
-3-
<PAGE>
Exhibit 3(i)
Page 103 of 189
366
(b) GREENWICH 6% CUMULATIVE PREFERRED STOCK. Each share of issued
and outstanding Greenwich 6% Cumulative Prior Preferred Stock $25 par
value, shall be exchanged for one-fourth (1/4) of a share of CNG $100 Par
Serial Preferred Stock, 6% Series A, with cumulative dividends at 6% of the
par value thereof per annum, having the terms, limitations and relative
rights and preferences as set forth in the Charter of CNG, as amended to
authorize the issuance of such shares.
(c) GREENWICH 6 1/4% CUMULATIVE PRIOR PREFERRED STOCK. Each share
of issued and outstanding Greenwich 6 1/4% Cumulative Prior Preferred
Stock, $25 par value, shall be exchanged for one-fourth (1/4) of a share of
CNG $100 Par Serial Preferred Stock, 6.25% Series, with cumulative
dividends at 6.25% of the par value thereof per annum, having the terms,
limitations and relative rights and preferences as set forth in the Charter
of CNG, as amended to authorize the issuance of such shares.
(d) GREENWICH $1.50 PREFERRED SHARES. Each share of Greenwich $1.50
Preferred Shares no par value, 6% Series, issued and outstanding on the
Effective Date (other than shares of such stock then owned by shareholders
who have duly given objections to the merger and demands for purchase in
accordance with the provisions of Section 33-374 of the Stock Corporation
Act of the State of Connecticut and with respect to which such demands
shall not have been withdrawn with the consent of Greenwich and CNG, such
shares being hereinafter referred to in this paragraph (d) as "Dissenting
Shares") shall, by virtue of the merger and without any action on the part
of the holder thereof, be converted into one-quarter (1/4) share of CNG
$100 Par Serial Preferred Stock, 6% Series B, with cumulative dividends at
6% of the par value thereof per annum, having the terms, limitations and
relative rights and preferences as set forth in the Charter of CNG, as
amended to authorize the issuance of such shares. Fractional shares of CNG
$100 Par Serial Preferred Stock 6%, Series B shall not be issued; but, in
lieu thereof, CNG shall pay for each share of Greenwich $1.50 Preferred
Shares which is not convertible into whole shares of CNG $100 Par Serial
Preferred Stock 6%, Series B, an amount equal to the mean between the last
preceding published high and low bid prices of Greenwich $1.50 Preferred
Shares in the over-the-counter market on or before the date of mailing the
notice and proxy statement for the Greenwich Shareholders Meeting to
approve this Agreement, such prices to be those obtained from National
Quotation Bureau, Inc. representing inter-dealer quotations which do not
include retail markup, markdown, or commissions.
Until so surrendered, each outstanding certificate which, prior to
the Effective Date, represented Greenwich $1.50 Preferred
-4-
<PAGE>
Exhibit 3(i)
Page 104 of 189
367
Shares (other than certificates representing Dissenting Shares) shall be
deemed for all purposes, other than the payment of dividends or other
distributions to evidence ownership of the whole number of shares of CNG
$100 Par Serial Preferred Stock, 6% Series B, into which the shares of
Greenwich $1.50 Preferred Shares (which, prior to the Effective Date, were
represented thereby) have been so converted; and no dividend or other
distribution, if any, payable to the holders of record of the shares of CNG
$100 Par Serial Preferred Stock 6% Series B, as of any date subsequent to
the Effective Date shall be paid to the holders of outstanding certificates
theretofore representing shares of Greenwich $1.50 Preferred Shares;
provided however, that upon surrender and exchange of such outstanding
certificates (other than certificates representing Dissenting Shares)
theretofore representing shares of Greenwich $1.50 Preferred Shares, there
shall be paid to the record holders of the certificates issued in exchange
therefor the amount, without interest thereon, of dividends and other
distributions, if any, which would have theretofore become payable with
respect to the shares of CNG $100 Par Serial Preferred Stock 6% Series B
represented thereby.
(e) CNG COMMON AND PREFERRED SHARES. Each share of CNG common and
preferred stock issued and outstanding on the Effective Date shall continue
without change as a like share of stock in the Surviving Corporation.
ARTICLE V
Board of Directors and Officers
-------------------------------
(a) Initially, and until the election and qualification of their
respective successors, the members of the Board of Directors of the
Surviving Corporation shall be as follows: Franklin S. Atwater, Dr. Arthur
C. Banks, Jr., James F. English, Jr., William W. Fisher, Dr. Dorothy C.
Goodwin, Roger J. Larson, Denis F. Mullane, Dr. Eli Shapiro, Everett Smith,
Jr., Angelo Tomasso, Jr., Bruce N. Torell, Robert D. Twohig, Roger C.
Wilkins, Robert H. Willis, Richard A. Winslow.
(b) The officers of the Surviving Corporation shall be the officers
of CNG immediately prior to the Effective Date, together with Richard A.
Winslow as Senior Vice President and John P. Brennan as Vice President.
ARTICLE VI
Approval of Shareholders
There shall be required for the approval of the merger described
herein the affirmative vote of the holders of a majority of CNG common
stock and CNG $12.50 Par Preferred Stock, voting as one class, issued and
outstanding upon the date of record for voting upon such merger at the
special meeting of such classes to be called pursuant to said Agreement and
Plan of Merger. The approval of such merger by shareholders of Greenwich
-5-
<PAGE>
Exhibit 3(i)
Page 105 of 189
368
shall require the affirmative vote of the holders of at least two-thirds
(2/3) of the issued and outstanding shares of each class of capital stock
of Greenwich as of the record date of the special meeting thereof called
pursuant to such Agreement.
3. The Plan of Merger was approved by resolution of the Board of
Directors of The Greenwich Gas Company and has been approved and adopted by
votes representing more than two-thirds of the issued and outstanding
shares of each class of its capital stock. The shareholder vote was as
follows:
<TABLE>
<S> <C> <C> <C> <C>
Shares of Shares Shares Shares Shares
Common Stock Required to Voted On Voted in Voted
Outstanding Adopt Plan Plan Favor of Plan Against Plan
------------ ----------- -------- ------------- ------------
250,536 166,857 193,298 191,745 1,553
Shares of 6%
Cumulative
Prior Preferred Shares Shares Shares Shares
Stock Required to Voted On Voted in Voted
Outstanding Adopt Plan Plan Favor of Plan Against Plan
------------ ----------- -------- ------------- ------------
12,000 7,922 12,000 12,000 0
Shares of 6 1/4%
Cumulative
Prior Preferred Shares Shares Shares Shares
Stock Required to Voted On Voted in Voted
Outstanding Adopt Plan Plan Favor of Plan Against Plan
------------ ----------- -------- ------------- ------------
16,400 10,922 16,400 16,400 0
Shares of $1.50 Shares Shares Shares Shares
Preferred Stock Required to Voted On Voted in Voted
Outstanding Adopt Plan Plan Favor of Plan Against Plan
------------ ----------- -------- ------------- ------------
26,553 17,684 22,607 19,432 3,175
</TABLE>
-6-
<PAGE>
Exhibit 3(i)
Page 106 of 189
369
4. The Plan of Merger was approved by resolution of the Board of
Directors of Connecticut Natural Gas Corporation and has been approved and
adopted by votes representing a majority of the issued and outstanding
shares of its Common Stock and $12.50 Par Preferred Stock, voting as one
class. The shareholder vote was as follows:
<TABLE>
<S> <C> <C> <C> <C>
Shares of Common
and $12.50
Par Preferred Shares Shares Shares Shares
Stock Required to Voted On Voted in Voted
Outstanding Adopt Plan Plan Favor of Plan Against Plan
------------ ----------- -------- ------------- ------------
746,177 373,089 464,183.913 451,982.921 12,200.992
</TABLE>
Dated at Hartford, Connecticut, this 30th day of August, 1974.
We hereby declare under the penalties of false statement, that the
statements made in the forgoing certificate, insofar as they pertain to The
Greenwich Gas Company, are true.
THE GREENWICH GAS COMPANY
By________________________________
Richard A. Winslow, President
________________________________
Frank J. Coyle, Secretary
We hereby declare, under the penalties of false statement, that the
statements made in the foregoing certificate, insofar as they pertain to
Connecticut Natural Gas Corporation, are true.
CONNECTICUT NATURAL GAS CORPORATION
By ________________________________
V. Frauenhofer
Senior Vice President
_______________________________
Carl Thomsen
Assistant Secretary
FILED State of Connecticut
August 30 1974 3:50 p.m.
<PAGE>
Exhibit 3(i)
Page 107 of 189
VOL 25 377
CONNECTICUT NATURAL GAS CORPORATION
Certificate Amending Charter
by Action of Board of Directors
(Stock Corporation)
I. The name of the corporation is CONNECTICUT NATURAL GAS
CORPORATION.
II. The charter is amended only by the following resolutions of the
Board of Directors acting alone:
VOTED: There shall be and hereby is established a series of
$100 Par Serial Preferred Stock; the designation of such series, the
authorized number of shares thereof and the terms thereof to be as
follows:
1. The Series of $100 Par Preferred Stock established hereby
shall be designated "$100 Par Serial Stock, 6% Series A" (hereinafter
referred to as the "6% Series A") and the authorized number of shares
of such series shall be 3,000.
2. Dividends on said 6% Series A shall be at the rate of 6% of
the par value thereof per annum and no more shall be cumulative from
the date of issue thereof. Said dividends, when declared, shall be
payable on the first day of January, April, July and October in each
year.
3. The shares of the 6% Series A shall be redeemable at the
following redemption prices:
(a) if redeemed through the operation of the sinking fund
provision for which is hereinafter made, at the redemption price
of $100 per share, and
(b) if redeemed otherwise than through operation of said
sinking fund,
at $102.00 per share if redeemed on or before
December 31, 1974;
at $101.50 per share if redeemed thereafter
and on or before December 31, 1975;
at $101.00 per share if redeemed thereafter
and on or before December 31, 1976;
at $100.50 per share if redeemed thereafter
and on or before December 31, 1977;
and thereafter at $100 per share;
plus, in all cases, that portion of the quarterly dividend
accrued thereon to the redemption date and all unpaid dividends
thereof, if any.
4. The sinking fund for the redemption of the 6% Series A
shall be as follows:
On October 1 in each of the years 1974-1981, both inclusive, the
Company shall, to the extent of any funds of the Company legally
available therefor,
<PAGE>
Exhibit 3(i)
Page 108 of 189
378
-2-
redeem 375 of such shares (or such lesser number of shares as remain
outstanding); provided, however, that, if in any year the Company
does not redeem the shares required to be redeemed as above provided,
the deficiency shall be made good on the first succeeding October 1
on which the Company has funds legally available for the redemption
of shares pursuant to this sinking fund.
5. In the case of all redemptions, if less than all of the
outstanding shares of the $100 Par Serial Preferred Stock, 6% Series A, are
to be called for redemption:
(i) so long as the initial owner of the stock of such series
originally issued is a holder of record, a pro rata portion of
the shares held by such initial owner (to the nearest full
share) shall be called for redemption;
(ii) if there are less than twenty (20) holders of record of the
shares of such series, a proportionate part of the shares of
such series of each holder of record shall be called for
redemption;
provided, however, that such adjustments may be made among the shares to be
redeemed as are necessary to avoid fractional parts of shares.
6. No change in the provisions of the 6% Series A, as set forth
herein, shall be made except to the extent and in the manner provided in
part V of the terms, limitations and relative rights and preferences of the
Company's $100 Par Serial Preferred Stock nor without the consent of the
holders of at least two-thirds of the outstanding shares of the 6% Series
A.
VOTED: There shall be and hereby is established a series of $100 Par
Preferred Stock; the designation of such series, the authorized number of
shares thereof and the terms thereof to be as follows:
1. The Series of $100 Par Serial Preferred Stock established hereby
shall be designated "$100 Par Serial Preferred Stock, 6% Series B"
(hereinafter referred to as the "6% Series B") and the authorized number of
shares of such series shall be 6,638.
2. Dividends on said 6% Series B shall be at the rate of 6% of the
par value thereof per annum and no more shall be cumulative from the date
of issue therof. Said dividends, when declared, shall be payable on the
first day of January, April, July and October in each year.
3. The shares of the 6% Series B shall be redeemable for all
purposes at $110 per share plus, in all cases, that portion of the
quarterly dividend accrued thereon to the redemption date and all unpaid
dividends thereon, if any.
<PAGE>
Exhibit 3(i)
Page 109 of 189
379
-3-
4. No change in the provisions of the 6% Series B, as set forth
herein, shall be made except to the extent and in the manner provided in
part V of the terms, limitations and relative rights and preferences of the
Company's $100 Par Serial Preferred Stock nor without the consent of the
holders of at least two-thirds of the outstanding shares of the 6% Series
B.
VOTED: There shall be and hereby is established a series of $100
Par Preferred Stock; the designation of such series, the authorized number
of shares thereof and the terms thereof to be as follows:
1. The Series of $100 Par Serial Preferred Stock established hereby
shall be designated $100 Par Serial Preferred Stock, 6.25% Series"
(hereinafter referred to as the "6.25% Series") and the authorized number
of shares of such series shall be 4,100.
2. Dividends on said 6.25% Series shall be at the rate of 6.25% of
the par value thereof per annum and no more shall be cumulative from the
date of issue thereof. Said dividends, when declared, shall be payable on
the first day of January, April, July and October in each year.
3. The shares of the 6.25% Series shall be redeemable at the
following redemption prices:
(a) if redeemed through the operation of the sinking fund
provision for which is hereinafter made, at the redemption price
of $100 per share, and
(b) if redeemed otherwise than through operation of said
sinking fund,
at $105.725 per share if redeemed on or before
December 31, 1974;
at $105.200 per share if redeemed thereafter
and on or before December 31, 1975;
at $104.725 per share if redeemed thereafter
and on or before December 31, 1976;
at $104.150 per share if redeemed thereafter
and on or before December 31, 1977;
at $103.625 per share if redeemed thereafter
and on or before December 31, 1978;
at $103.100 per share if redeemed thereafter
and on or before December 31, 1979;
at $102.575 per share if redeemed thereafter
and on or before December 31, 1980;
at $102.050 per share if redeemed thereafter
and on or before December 31, 1981;
at $101.525 per share if redeemed thereafter
and on or before December 31, 1982;
and thereafter at $101 per share;
plus, in all cases, that portion of the quarterly dividend
accrued thereon to the redemption date and all unpaid dividends
thereon, if any; provided,
<PAGE>
Exhibit 3(i)
Page 110 of 189
380
-4-
however, that, if prior to January 1, 1978, any such redemption
shall be by the application of funds secured through the
issuance of securities (including, without limitation, shares of
capital stock of any class or securities, convertible into or
evidencing a right to subscribe for or purchase shares of
capital stock, or bonds, debentures, notes, or other evidences
of indebtedness) or by application of moneys borrowed in
anticipation of the issuance of any securities, the redemption
price shall be $110. In all cases of redemption of shares of
6.25% Series prior to January 1, 1978, the Board of Directors
shall first adopt a resolution stating the sources of moneys to
be used by the corporation in effecting the proposed redemption
and finding and declaring that such redemption does not violate
the foregoing provisions of this paragraph.
4. The sinking fund for the redemption of the 6.25% Series shall be
as follows:
On January 1 in each year so long as any shares of the 6.25%
Series remain outstanding, the Company shall, to the extent of any
funds of the Company legally available therefor, prior to 1979 redeem
150 and thereafter 250 of such shares (or such lesser number of
shares as remain outstanding); provided, however, that, if in any
year the Company does not redeem the shares required to be redeemed
as above provided, the deficiency shall be made good on the first
succeeding January 1 on which the Company has funds legally available
for the redemption of shares pursuant to this sinking fund.
5. In the case of all redemptions, if less than all of the
outstanding shares of the $100 Par Serial Preferred Stock, 6.25% Series,
are to be called for redemption:
(i) so long as the initial owner of the stock of such series
originally issued is a holder of record, a pro rata portion of the
shares held by such initial owner (to the nearest full share) shall
be called for redemption;
(ii) if there are less than twenty (20) holders of record of the
shares of such series, a proportionate part of the shares of such
series of each holder of record shall be called for redemption;
provided, however, that such adjustments may be made among the shares to be
redeemed as are necessary to avoid fractional parts of shares.
6. No change in the provisions of the 6.25% Series, as set forth
herein, shall be made except to the extent and in the manner provided in
part V of the
<PAGE>
Exhibit 3(i)
Page 111 of 189
terms, limitations and relative rights and preferences of the Company's
$100 Par Serial Preferred Stock nor without the consent of the holders of
at least two-thirds of the outstanding shares of the 6.25% Series.
III. The above resolutions were adopted by the Board of Directors
acting alone at a meeting held May 23, 1974, the Board of Directors being
so authorized pursuant to Section 23-341, Connecticut General Statutes,
revision 1958, as amended.
IV. The number of affirmative votes required to adopt each such
resolution was seven (7).
V. The number of directors' votes in favor of each such resolution
was twelve (12).
Dated at Hartford, Connecticut, this 31, day of July, 1974.
We hereby declare, under the penalties of false statement, that the
statements made in the foregoing certificate are true.
R.H. Willis
_______________________________________
Chairman and President
R.A. Dixon
_______________________________________
Secretary
Filed State of Connecticut
August 30 1974 3:40 p.m.
<PAGE>
Exhibit 3(i)
Page 112 of 189
CERTIFICATE AMENDING CERTIFICATE OF INCORPORATION
BY ACTION OF BOARD OF DIRECTORS AND SHAREHOLDERS
1. The name of the corporation is
CONNECTICUT NATURAL GAS CORPORATION.
2. The Charter of Connecticut Natural Gas Corporation is amended only by
the following resolution:
RESOLVED: That the Charter of Connecticut Natural Gas Corporation be
and hereby is amended so as to provide that the authorized capital
stock of the Corporation consists of the following:
(a) 5,411,164 shares of common stock having a par value of $6.25 per
share.
(b) 120,000 shares of preferred stock having a par value of $6.25
per share, known and designated as the "$6.25 Par Preferred
Stock",
(i) said preferred stock to be entitled to receive out of the
net profits of the Corporation cumulative dividends at the
rate of eight percent (8%) per annum, payable in quarterly
installments of two percent (2%) to be paid thereon before
any dividends are payable upon the Common Stock of the
Corporation;
(ii) said preferred stock in the event of liquidation of the
Corporation or distribution of its assets to be preferred
as to the entire assets to the amount of $12.50 a share;
and
(iii) all shares of common stock and $6.25 Par Preferred Stock
shall have equal voting rights.
(c) 400,000 shares of preferred stock having a par value of $100
per share, known and designated as the Corporation's "$100 Par
Serial Preferred Stock",
(i) said $100 Par Serial Preferred Stock to be on a parity with
respect to dividends and liquidation with the $6.25 Par
Preferred Stock;
(ii) the Board of Directors is authorized to issue, from time
to time, all such shares of $100 Par Serial Preferred
Stock and, to the extent permitted by law, to fix and
determine the terms, limitations and (except that no
amount payable on liquidation shall exceed the then
applicable call price) relative
<PAGE>
Exhibit 3(i)
Page 113 of 189
rights and preferences of such stock, including, without
limitation, the conditions under which they shall be
entitled to voting rights and the extent thereof, to
divide such shares into series and, to the extent
permitted by law, to fix and determine the variations
among series.
3. The foregoing charter amendment shall be effective as of 4:30 P.M.,
Eastern Standard Time, on January 5, 1978.
Upon the effectiveness of the foregoing charter amendment, each
share of the outstanding common stock of the Corporation of the par value
of the $12.50 per share shall be divided into two shares of common stock of
the par value of $6.25 per share, and each share of $12.50 Par Preferred
Stock of the Corporation shall be divided into two shares of $6.25 Par
Preferred Stock. All outstanding certificates representing shares of
common stock and $12.50 Par Preferred Stock immediately prior to the
effectiveness of such amendment, shall continue to represent the same
number of shares following the effectiveness of such amendment, but, in
each case, such shares shall be deemed to be of the par value of $6.25 per
share. New stock certificates representing additional shares of common
stock or $6.25 Par Preferred Stock to which shareholders of the Corporation
shall be entitled by reason of the foregoing charter amendment and
concurrent stock splits shall be issued and delivered to such holders as
soon as reasonably possible.
4. The above resolution was adopted by the Board of Directors and
by shareholders.
5. Vote of shareholders:
Common Stock and $12.50 Par Preferred Stock, voting as a single
class in accordance with the voting rights of such classes contained in the
charter of the Corporation:
<TABLE>
<S> <C> <C> <C>
Number of Shares Total Voting Vote Required Vote Favoring
Entitled to Vote Power for Adoption Adoption
---------------- ------------ ------------- -------------
914,197 914,197 609,465 702,009
</TABLE>
Common Stock, $12.50 par value, as to matters upon which the
holders of Common Stock are entitled to vote as a separate class
pursuant to Section 33-361 of the Connecticut General Statutes:
<TABLE>
<S> <C> <C> <C>
Number of Shares Total Voting Vote Required Vote Favoring
Entitled to Vote Power for Adoption Adoption
---------------- ------------ ------------- -------------
854,197 854,197 569,465 654,232
</TABLE>
-2-
<PAGE>
Exhibit 3(i)
Page 114 of 189
$12.50 Par Preferred Stock, as to matter upon which the holders
of $12.50 Par Preferred Stock are entitled to vote as a separate
class pursuant to Section 33-361 of the Connecticut General
Statutes:
<TABLE>
<S> <C> <C> <C>
Number of Shares Total Voting Vote Required Vote Favoring
Entitled to Vote Power for Adoption Adoption
---------------- ------------ ------------- -------------
60,000 60,000 40,000 50,224
</TABLE>
Dated at Hartford, Connecticut this 29th day of December, 1977.
We hereby declare, under the penalties of false statement that the
statements made in the foregoing certificate are true.
__________________________________
President, Robert H. Willis
___________________________________
Assistant Secretary, Carl Thomsen
State of Connecticut :
: ss. Hartford December 29, 1977
County of Hartford :
Personally appeared ROBERT H. WILLIS and Carl Thomsen, President and
Assistant Secretary, respectively, of CONNECTICUT NATURAL GAS CORPORATION,
who swore to the truth of the foregoing certificate before them signed,
before me.
___________________________________
Notary Public
My Commission Expires March 31, 1981
FILED
STATE OF CONNECTICUT
January 4, 1978
Secretary of State
-3-
<PAGE>
Exhibit 3(i)
Page 115 of 189
(FORM)
CERTIFICATE OF STOCK CORPORATION CANCELLATION OF SHARES
STATE OF CONNECTICUT
SECRETARY OF THE STATE
1. The name of the corporation is CONNECTICUT NATURAL GAS CORPORATION
2. CANCELLATION OF SHARES
<TABLE>
<CAPTION>
---------------------------------------------------------------------------
a. before cancellation
DESIGNATION OF SHARES NUMBER OF SHARES
<S> <C> <C> <C> <C> <C>
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
----------------------------------------------------------------------------
Pfd. 7.75% $100 60,000 - 60,000
Pfd. 6%, Ser.A $100 3,000 - 3,000
Pfd. 6%, Ser.B $100 6,638 - 6,638
----------------------------------------------------------------------------
</TABLE>
b. Shares being cancelled
<TABLE>
<CAPTION>
DESIGNATION OF SHARES NUMBER OF SHARES
<S> <C> <C> <C> <C> <C>
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
----------------------------------------------------------------------------
Pfd. 7.75% $100 26,400 - 26,400
Pfd. 6%, Ser.A $100 2,250 - 2,250
Pfd. 6%, Ser.B $100 587 - 587
----------------------------------------------------------------------------
</TABLE>
c. after cancellation
<TABLE>
<CAPTION>
DESIGNATION OF SHARES NUMBER OF SHARES
<S> <C> <C> <C> <C> <C>
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
----------------------------------------------------------------------------
Pfd. 7.75% $100 33,600 - 33,600
Pfd. 6%, Ser.A $100 750 - 750
Pfd. 6%, Ser.B $100 6,051 - 6,051
----------------------------------------------------------------------------
</TABLE>
Dated at Hartford, Connecticut this 18 day of August, 1980.
We hereby declare, under the penalties of perjury, that the statements made
in the foregoing certificate are true.
<TABLE>
<S> <C>
-----------------------------------------------------------------------------------
Name of President or Vice President | Name of Secretary or Assistant Secretary
V.H. Frauenhofer, Executive Vice President| R.A. Dixon, Secretary & Vice President
------------------------------------ ---------------------------------
/s/ V.H. Frauenhofer /s/ R.A. Dixon
------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<S> <C> <C> <C> <C>
Filing Fee Tax Certification Fee| Total Fees
Certified Copy
TO:
</TABLE> <PAGE>
Exhibit 3(i)
Page 116 of 189
(FORM)
CERTIFICATE OF STOCK CORPORATION CANCELLATION OF SHARES
STATE OF CONNECTICUT
SECRETARY OF THE STATE
1. The name of the corporation is CONNECTICUT NATURAL GAS CORPORATION
2. CANCELLATION OF SHARES
<TABLE>
<CAPTION>
---------------------------------------------------------------------------
a. before cancellation
DESIGNATION OF SHARES NUMBER OF SHARES
<S> <C> <C> <C> <C> <C>
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
----------------------------------------------------------------------------
Pfd. 6.25% $100 4,100 - 4,100
Pfd. 8.25% $100 55,000 - 55,000
Pfd. 5.75% $100 9,600 - 9,600
----------------------------------------------------------------------------
</TABLE>
b. Shares being cancelled
<TABLE>
<CAPTION>
DESIGNATION OF SHARES NUMBER OF SHARES
<S> <C> <C> <C> <C> <C>
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
----------------------------------------------------------------------------
Pfd. 6.25% $100 1,100 - 1,100
Pfd. 8.25% $100 20,622 - 20,622
Pfd. 5.75% $100 3,500 - 3,500
----------------------------------------------------------------------------
</TABLE>
c. after cancellation
<TABLE>
<CAPTION>
DESIGNATION OF SHARES NUMBER OF SHARES
<S> <C> <C> <C> <C> <C>
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
----------------------------------------------------------------------------
Pfd. 6.25% $100 3,000 - 3,000
Pfd. 8.25% $100 34,378 - 34,378
Pfd. 5.75% $100 6,100 - 6,100
----------------------------------------------------------------------------
</TABLE>
Dated at Hartford, Connecticut this 18 day of August, 1980.
We hereby declare, under the penalties of perjury, that the statements made
in the foregoing certificate are true.
<TABLE>
<S> <C>
-----------------------------------------------------------------------------------
Name of President or Vice President | Name of Secretary or Assistant Secretary
V.H. Frauenhofer, Executive Vice President| R.A. Dixon, Secretary & Vice President
------------------------------------ ---------------------------------
/s/ V.H. Frauenhofer /s/ R.A. Dixon
------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<S> <C> <C> <C> <C>
Filing Fee Tax Certification Fee| Total Fees
Certified Copy
TO:
/TABLE
<PAGE>
Exhibit 3(i)
Page 117 of 189
(FORM)
CERTIFICATE OF STOCK CORPORATION CANCELLATION OF SHARES
STATE OF CONNECTICUT
SECRETARY OF THE STATE
1. The name of the corporation is CONNECTICUT NATURAL GAS CORPORATION
2. CANCELLATION OF SHARES
<TABLE>
<CAPTION>
---------------------------------------------------------------------------
a. before cancellation
DESIGNATION OF SHARES NUMBER OF SHARES
<S> <C> <C> <C> <C> <C>
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
----------------------------------------------------------------------------
PFD 6% Ser. A $100 750 - 750
----------------------------------------------------------------------------
</TABLE>
b. Shares being cancelled
<TABLE>
<CAPTION>
DESIGNATION OF SHARES NUMBER OF SHARES
<S> <C> <C> <C> <C> <C>
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
----------------------------------------------------------------------------
PFD 6% Ser. A $100 375 - 375
----------------------------------------------------------------------------
</TABLE>
c. after cancellation
<TABLE>
<CAPTION>
DESIGNATION OF SHARES NUMBER OF SHARES
<S> <C> <C> <C> <C> <C>
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
----------------------------------------------------------------------------
PFD 6% Ser. A $100 375 - 375
----------------------------------------------------------------------------
</TABLE>
Dated at Hartford this 24 day of February, 1981.
We hereby declare, under the penalties of perjury, that the statements made
in the foregoing certificate are true.
<TABLE>
<S> <C>
-----------------------------------------------------------------------------------
Name of ------------ Vice President | Name of ------------ Assistant Secretary
Robert A. Dixon | Carl Thomsen
------------------------------------ ---------------------------------
/s/ R.A. Dixon | /s/ Carl Thomsen
------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<S> <C> <C> <C> <C>
Filing Fee Tax Certification Fee| Total Fees
Certified Copy
TO:
/TABLE
<PAGE>
Exhibit 3(i)
Page 118 of 189
(FORM)
CERTIFICATE OF STOCK CORPORATION CANCELLATION OF SHARES
STATE OF CONNECTICUT
SECRETARY OF THE STATE
1. The name of the corporation is CONNECTICUT NATURAL GAS CORPORATION
2. CANCELLATION OF SHARES
<TABLE>
<CAPTION>
---------------------------------------------------------------------------
a. before cancellation
DESIGNATION OF SHARES NUMBER OF SHARES
<S> <C> <C> <C> <C> <C>
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
----------------------------------------------------------------------------
PFD 6.25% $100 3,000 - 3,000
PFD 8.25% $100 34,378 - 34,378
PFD 5.75% $100 6,100 - 6,100
----------------------------------------------------------------------------
</TABLE>
b. Shares being cancelled
<TABLE>
<CAPTION>
DESIGNATION OF SHARES NUMBER OF SHARES
<S> <C> <C> <C> <C> <C>
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
----------------------------------------------------------------------------
PFD 6.25% $100 250 - 250
PFD 8.25% $100 3,437 - 3,437
PFD 5.75% $100 300 - 300
----------------------------------------------------------------------------
</TABLE>
c. after cancellation
<TABLE>
<CAPTION>
DESIGNATION OF SHARES NUMBER OF SHARES
<S> <C> <C> <C> <C> <C>
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
----------------------------------------------------------------------------
PFD 6.25% $100 2,750 - 2,750
PFD 8.25% $100 30,941 - 30,941
PFD 5.75% $100 5,800 - 5,800
----------------------------------------------------------------------------
</TABLE>
Dated at Hartford this 24 day of February 1981.
We hereby declare, under the penalties of perjury, that the statements made
in the foregoing certificate are true.
<TABLE>
<S> <C>
-----------------------------------------------------------------------------------
Name of ------------ Vice President | Name of ------------ Assistant Secretary
Robert A. Dixon | Carl Thomsen
------------------------------------ ---------------------------------
/s/ R.A. Dixon | /s/ Carl Thomsen
------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<S> <C> <C> <C> <C>
Filing Fee Tax Certification Fee| Total Fees
Certified Copy
TO:
/TABLE
<PAGE>
Exhibit 3(i)
Page 119 of 189
CERTIFICATE AMENDING OR RESTATING CERTIFICATE OF INCORPORATION
BY ACTION OF ( ) INCORPORATION ( ) BOARD OF (X) BOARD OF DIRECTORS
DIRECTORS AND SHAREHOLDERS
61-38
VOL 24 133
STATE OF CONNECTICUT
SECRETARY OF THE STATE
30 TRINITY STREET
HARTFORD, CT 06106
---------------------------------------------------------------------------
1. Name of Corporation | DATE
Connecticut Natural Gas Corporation | April 30, 1981
---------------------------------------------------------------------------
2. The Certificate of Incorporation is:
|X| A. AMENDED ONLY | | B. AMENDED AND RESTATED | | C. RESTATED ONLY by the
following resolution
"RESOLVED: That the Charter of this corporation be, and it hereby
is, amended by deleting therefrom in its entirety Sec. 2 of Special
Act 478 of the 1951 Connecticut General Assembly entitled `An Act
Amending the Charter of The Hartford Gas Company', approved June 27,
1951, and substituting the following paragraph in lieu thereof:
Subject to the approval of the Department of Public Utility
Control, but otherwise without limitation as to amount, said
company is authorized to issue, from time to time, notes, bonds
or other evidences of indebtedness payable at periods of more
than one year after the date thereof (a) to provide funds for
the acquisition of property or the construction, completion,
extension or improvement of its system, or (b) to reimburse its
treasury for moneys expended for such acquisition or for such
construction, completion, extension or improvement which were
not obtained through the issue of stock, notes, bonds or other
evidences of indebtedness, or (c) for the discharge, funding or
refunding of its obligations."
3. (Omit if 2A is checked)
(a) The above resolution merely restates and does not change the
provisions of the original certificate of Incorporation as
supplemented and amended to date, except as follows: (Indicate
amendments made if any, if none, so indicate)
(b) Other than as indicated in Par. 3(a), there is no discrepancy
between the provisions of the original Certificate of
Incorporation as supplemented to date, and the provisions of
this Certificate Relating to the Certificate of Incorporation.
---------------------------------------------------------------------------
| |4. (Check, if true)
The above resolution was adopted by vote of at least two-thirds of
the incorporators before the organization meeting of the corporation,
and approved in writing by all subscribers (if any) for shares of the
corporation, (or if nonstock corporation, by all applicants for
membership entitled to vote, if any)
We (at least two-thirds of the incorporators) hereby declare, under the
penalties of false statement that the statements made in the foregoing are
true.
<TABLE>
<S> <C> <C>
-------------------------------------------------------------------------------------
SIGNED |SIGNED |SIGNED
-------------------------------------------------------------------------------------
APPROVED
-------------------------------------------------------------------------------------
SIGNED |SIGNED |SIGNED
</TABLE> <PAGE>
Exhibit 3(i)
Page 120 of 189
(Omit if 2C is checked.)
The above resolution was adopted by the board of directors acting alone,
there being no shareholders or subscribers. | | the board of directors
being so authorized pursuant to Section 33-341, Conn. G.S. as amended
| | the corporation being a nonstock corporation and having no members
and no applicants for membership entitled to vote on such resolution
<TABLE>
<CAPTION>
<S> <C>
------------------------------------------------------------------------------------
5. The number of affirmative votes |6. The number of directors' votes
required to adopt such resolution is: | in favor of the resolution was:
------------------------------------------------------------------------------------
</TABLE>
We hereby declare, under penalties of false statement that the statements
made in the foregoing certificate are true.
<TABLE>
<S> <C>
------------------------------------------------------------------------------------
NAME OF PRESIDENT OR VICE PRESIDENT |NAME OF SECRETARY OR ASSISTANT SECRETARY
------------------------------------------------------------------------------------
SIGNED PRESIDENT OR VICE PRESIDENT |SIGNED SECRETARY OF ASSISTANT SECRETARY
------------------------------------------------------------------------------------
</TABLE>
|X| 4.The above resolution was adopted by the board of directors and by
shareholders.
5. Vote of Shareholders:
(a) (Use if no shares are required to be voted as a class.)
<TABLE>
<S> <C> <C> <C>
------------------------------------------------------------------------------------
NUMBER OF SHARES |TOTAL VOTING POWER |VOTE REQUIRED FOR |VOTE FAVORING
ENTITLED TO VOTE | |ADOPTION |ADOPTION
1,852,529 | 1,852,529 | 1,235,020 | 1,298,220
------------------------------------------------------------------------------------
</TABLE>
(b) (If the shares of any class are entitled to vote as a class, indicate
the designation and number of outstanding shares of each such class, the
voting power thereof, and the vote of each class for the amendment
resolution.)
We hereby declare under the penalties of false statement that the
statements made in the foregoing certificate are true.
<TABLE>
<S> <C>
------------------------------------------------------------------------------------
NAME OF PRESIDENT OR VICE PRESIDENT |NAME OF SECRETARY OR ASSISTANT SECRETARY
Robert H. Willis, President | Robert A. Dixon, Secretary
/s/ Robert H. Willis | /s/ Robert A. Dixon
------------------------------------------------------------------------------------
</TABLE>
| | 4. The above resolution was adopted by the board of directors and by
members
5. Vote of members:
(a) (Use if no members are required to vote as a class.)
<TABLE>
<S> <C> <C> <C>
------------------------------------------------------------------------------------
NUMBER OF MEMBERS |TOTAL VOTING | VOTE REQUIRED FOR |VOTE FAVORING
VOTING |POWER | ADOPTION |ADOPTION
------------------------------------------------------------------------------------
</TABLE>
(b) (If the members of any class are entitled to vote as a class, indicate
the designation and number of members of each such class, the voting power
thereof, and the vote of each such class for the amendment resolution.)
We hereby declare under the penalties of false statement that the
statements made in the foregoing certificate are true.
<TABLE>
<S> <C>
------------------------------------------------------------------------------------
NAME OF PRESIDENT OR VICE PRESIDENT |NAME OF SECRETARY OR ASSISTANT SECRETARY
------------------------------------------------------------------------------------
SIGNED PRESIDENT OR VICE PRESIDENT |SIGNED SECRETARY OF ASSISTANT SECRETARY
------------------------------------------------------------------------------------
</TABLE>
TABLE
<PAGE>
<S> <C> <C> <C> <C>
STATE OF CONNECTICUT Filing Fee Tax Certification Fee| Total Fees
FILED $ 30 $ 9 $39
</TABLE>
APR 30 1981 Certified Copy
/s/ Barbara B. Kennelly Murtha Cullina
SECRETARY OF THE STATE P.O. Box 3192
BY L. M. _____________ Htfd CT 06103 <PAGE>
Exhibit 3(i)
Page 121 of 189
(FORM)
State of Connecticut )
) ss. HARTFORD
OFFICE OF SECRETARY OF THE STATE )
I hereby certify that the foregoing is a true copy of record in this office
IN TESTIMONY WHEREOF, I have hereunto set my
hand, and affixed the Seal of said State, at
Hartford, this 30th day of April, A.D., 1981
Barbara B. Kennelly
Secretary of the State
<PAGE>
Exhibit 3(i)
Page 122 of 189
(FORM)
CERTIFICATE OF STOCK CORPORATION CANCELLATION OF SHARES
STATE OF CONNECTICUT
SECRETARY OF THE STATE
1. The name of the corporation is CONNECTICUT NATURAL GAS CORPORATION
2. CANCELLATION OF SHARES
---------------------------------------------------------------------------
a. before cancellation
<TABLE>
<CAPTION>
DESIGNATION OF SHARES NUMBER OF SHARES
<S> <C> <C> <C> <C> <C>
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
----------------------------------------------------------------------------
PFD 7.75% $100 33,600 - 33,600
PFD 8.25% $100 30,941 - 30,941
----------------------------------------------------------------------------
</TABLE>
b. Shares being cancelled
<TABLE>
<CAPTION>
DESIGNATION OF SHARES NUMBER OF SHARES
<S> <C> <C> <C> <C> <C>
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
----------------------------------------------------------------------------
PFD 7.75% $100 2,400 - 2,400
PFD 8.25% $100 3,437 - 3,437
----------------------------------------------------------------------------
</TABLE>
c. after cancellation
<TABLE>
<CAPTION>
DESIGNATION OF SHARES NUMBER OF SHARES
<S> <C> <C> <C> <C> <C>
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
----------------------------------------------------------------------------
PFD 7.75% $100 31,200 - 31,200
PFD 8.25% $100 27,504 - 27,504
----------------------------------------------------------------------------
</TABLE>
Dated at Hartford this 10 day of August 1981.
We hereby declare, under the penalties of perjury, that the statements made
in the foregoing certificate are true.
<TABLE>
<S> <C>
------------------------------------------------------------------------------------
NAME OF --------- OR VICE PRESIDENT |NAME OF --------- OR ASSISTANT SECRETARY
Robert A. Dixon | Carl Thomsen
/s/ Robert A. Dixon | /s/ Carl Thomsen
------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<S> <C> <C> <C>
Filing Fee Certification Fee| Total Fees
$ $ $
</TABLE>
<PAGE>
Exhibit 3(i)
Page 123 of 189
(FORM)
CERTIFICATE OF STOCK CORPORATION CANCELLATION OF SHARES
STATE OF CONNECTICUT
SECRETARY OF THE STATE
1. The name of the corporation is CONNECTICUT NATURAL GAS CORPORATION
2. CANCELLATION OF SHARES
---------------------------------------------------------------------------
a. before cancellation
<TABLE>
<CAPTION>
DESIGNATION OF SHARES NUMBER OF SHARES
<S> <C> <C> <C> <C> <C>
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
----------------------------------------------------------------------------
PFD 5.75% $100 5,800 - 5,800
PFD 6.25% $100 2,750 - 2,750
PFD 6%, Ser A $100 375 - 375
----------------------------------------------------------------------------
</TABLE>
b. Shares being cancelled
<TABLE>
DESIGNATION OF SHARES NUMBER OF SHARES
<S> <C> <C> <C> <C> <C>
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
----------------------------------------------------------------------------
PFD 5.75% $100 300 - 300
PFD 6.25% $100 250 - 250
PFD 6%, Ser A $100 375 - 375
----------------------------------------------------------------------------
</TABLE>
c. after cancellation
<TABLE>
<CAPTION>
DESIGNATION OF SHARES NUMBER OF SHARES
<S> <C> <C> <C> <C> <C>
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
----------------------------------------------------------------------------
PFD 5.75% $100 5,500 - 5,500
PFD 6.25% $100 2,500 - 2,500
PFD 6%, Ser A $100 00 - 00
----------------------------------------------------------------------------
</TABLE>
Dated at Hartford this 9 day of February, 1982.
We hereby declare, under the penalties of perjury, that the statements made
in the foregoing certificate are true.
<TABLE>
<S> <C>
------------------------------------------------------------------------------------
NAME OF --------- OR VICE PRESIDENT |NAME OF --------- OR ASSISTANT SECRETARY
Robert A. Dixon | Carl Thomsen
/s/ Robert A. Dixon | /s/ Carl Thomsen
------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<S> <C> <C> <C>
FILED Filing Fee Certification Fee| Total Fees
STATE OF CONNECTICUT $ 6 $ 6 $12
FEB 16 1982
______________
SECRETARY OF THE STATE
</TABLE> <PAGE>
Exhibit 3(i)
Page 124 of 189
(FORM)
CERTIFICATE OF STOCK CORPORATION CANCELLATION OF SHARES
STATE OF CONNECTICUT
SECRETARY OF THE STATE
1. The name of the corporation is CONNECTICUT NATURAL GAS CORPORATION
2. CANCELLATION OF SHARES
<TABLE>
<CAPTION>
---------------------------------------------------------------------------
a. before cancellation
DESIGNATION OF SHARES NUMBER OF SHARES
<S> <C> <C> <C> <C> <C>
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
----------------------------------------------------------------------------
PFD 6% Ser B $100 5,899 - 5,899
PFD 7.75% $100 31,200 - 31,200
PFD 8.25% $100 27,504 - 27,504
----------------------------------------------------------------------------
</TABLE>
b. Shares being cancelled
<TABLE>
<CAPTION>
DESIGNATION OF SHARES NUMBER OF SHARES
<S> <C> <C> <C> <C> <C>
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
----------------------------------------------------------------------------
PFD 6% Ser B $100 18 - 18
PFD 7.75% $100 2,400 - 2,400
PFD 8.25% $100 3,437 - 3,437
----------------------------------------------------------------------------
</TABLE>
c. after cancellation
<TABLE>
<CAPTION>
DESIGNATION OF SHARES NUMBER OF SHARES
<S> <C> <C> <C> <C> <C>
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
----------------------------------------------------------------------------
PFD 6% Ser B $100 5,881 - 5,881
PFD 7.75% $100 28,800 - 28,800
PFD 8.25% $100 24,067 - 24,067
----------------------------------------------------------------------------
</TABLE>
Dated at Hartford Connecticut this 9 day of August 1982.
We hereby declare, under the penalties of perjury, that the statements made
in the foregoing certificate are true.
<TABLE>
<S> <C>
------------------------------------------------------------------------------------
NAME OF --------- OR VICE PRESIDENT |NAME OF SECRETARY OR --------------------------
--------------------------------------------------------------------------
V. H. Frauenhofer |Robert A. Dixon
--------------------------------------------------------------------------
/s/ V.H. Frauenhofer |/s/ Robert A. Dixon
--------------------------------------------------------------------------
</TABLE>
<TABLE>
<S> <C> <C> <C>
FILED Filing Fee Certification Fee| Total Fees
STATE OF CONNECTICUT $ 6 $ $6
AUG 9 1982
SECRETARY OF THE STATE
</TABLE> <PAGE>
Exhibit 3(i)
Page 125 of 189
VOL 100
(FORM)
CERTIFICATE OF STOCK CORPORATION CANCELLATION OF SHARES
STATE OF CONNECTICUT
SECRETARY OF THE STATE
1. The name of the corporation is CONNECTICUT NATURAL GAS CORPORATION
2. CANCELLATION OF SHARES
<TABLE>
<CAPTION>
---------------------------------------------------------------------------
a. before cancellation
DESIGNATION OF SHARES NUMBER OF SHARES
<S> <C> <C> <C> <C> <C>
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
----------------------------------------------------------------------------
PFD 5.75% $100 5,580 - 5,580
PFD 6.25% $100 2,500 - 2,500
----------------------------------------------------------------------------
</TABLE>
b. Shares being cancelled
<TABLE>
<CAPTION>
DESIGNATION OF SHARES NUMBER OF SHARES
<S> <C> <C> <C> <C> <C>
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
----------------------------------------------------------------------------
PFD 5.75% $100 300 - 300
PFD 6.25% $100 250 - 250
----------------------------------------------------------------------------
</TABLE>
c. after cancellation
<TABLE>
<CAPTION>
DESIGNATION OF SHARES NUMBER OF SHARES
<S> <C> <C> <C> <C> <C>
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
----------------------------------------------------------------------------
PFD 5.75% $100 5,200 - 5,200
PFD 6.25% $100 2,250 - 2,250
----------------------------------------------------------------------------
</TABLE>
Dated at Hartford Connecticut this 11 day of January 1983.
We hereby declare, under the penalties of perjury, that the statements made
in the foregoing certificate are true.
<TABLE>
<S> <C>
------------------------------------------------------------------------------------
NAME OF ---EXECUTIVE VICE PRESIDENT |NAME OF SECRETARY OR --------------------------
--------------------------------------------------------------------------
V. H. Frauenhofer |Robert A. Dixon
--------------------------------------------------------------------------
/s/ V.H. Frauenhofer |/s/ Robert A. Dixon
--------------------------------------------------------------------------
</TABLE>
<TABLE>
<S> <C> <C> <C>
FILED Filing Fee Certification Fee| Total Fees
STATE OF CONNECTICUT $ 6 $ $6
</TABLE>
MAR 21 1983 Certified Copy
Julia Tashjian To: Connecticut Natural Gas Corp
SECRETARY OF THE STATE P.O. Box 1500, Hartford, CT 06144 <PAGE>
Exhibit 3(i)
Page 126 of 189
VOL 100 1752
(FORM)
CERTIFICATE OF STOCK CORPORATION CANCELLATION OF SHARES
STATE OF CONNECTICUT
SECRETARY OF THE STATE
1. The name of the corporation is CONNECTICUT NATURAL GAS CORPORATION
2. CANCELLATION OF SHARES
<TABLE>
<CAPTION>
---------------------------------------------------------------------------
a. before cancellation
DESIGNATION OF SHARES NUMBER OF SHARES
<S> <C> <C> <C> <C> <C>
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
----------------------------------------------------------------------------
PFD 7.75% $100 28,800 - 28,800
PFD 8.25% $100 24,067 - 24,067
----------------------------------------------------------------------------
</TABLE>
b. Shares being cancelled
<TABLE>
<CAPTION>
DESIGNATION OF SHARES NUMBER OF SHARES
<S> <C> <C> <C> <C> <C>
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
----------------------------------------------------------------------------
PFD 7.75% $100 2,400 - 2,400
PFD 8.25% $100 3,437 - 3,437
----------------------------------------------------------------------------
</TABLE>
c. after cancellation
<TABLE>
<CAPTION>
DESIGNATION OF SHARES NUMBER OF SHARES
<S> <C> <C> <C> <C> <C>
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
----------------------------------------------------------------------------
PFD 7.75% $100 26,400 - 26,400
PFD 8.25% $100 20,630 - 20,630
----------------------------------------------------------------------------
</TABLE>
Dated at Hartford Connecticut this 15th day of August 1983.
We hereby declare, under the penalties of perjury, that the statements made
in the foregoing certificate are true.
<TABLE>
<S> <C>
------------------------------------------------------------------------------------
NAME OF ------------ VICE PRESIDENT |NAME OF --------- OR ASSISTANT SECRETARY
--------------------------------------------------------------------------
Robert A. Dixon |Reginald L. Babcock
--------------------------------------------------------------------------
/s/ Robert A. Dixon |/s/ R. L. Babcock
--------------------------------------------------------------------------
</TABLE>
<TABLE>
<S> <C> <C> <C>
FILED Filing Fee Certification Fee| Total Fees
STATE OF CONNECTICUT $ 6 $ $6
</TABLE>
AUG 15 1983 Certified Copy
Julia Tashjian To: Connecticut Natural Gas Corp
SECRETARY OF THE STATE P.O. Box 1500, Hartford, CT 06144
<PAGE>
Exhibit 3(i)
Page 127 of 189
CERTIFICATE
AMENDING OR RESTATING CERTIFICATE OF INCORPORATION BY ACTION OF
( )INCORPORATORS ( )BOARD OF (X)BOARD OF DIRECTORS ( )BOARD OF DIRECTORS
DIRECTORS AND SHAREHOLDERS AND MEMBERS
(Stock Corporation) (Nonstock Corporation)
61-38
STATE OF CONNECTICUT
SECRETARY OF THE STATE
30 TRINITY STREET
HARTFORD, CT 06106
---------------------------------------------------------------------------
1. NAME OF CORPORATION | DATE
Connecticut Natural Gas Corporation | April 27, 1984
---------------------------------------------------------------------------
2. The Certificate of Incorporation is:
|X| A. AMENDED ONLY | | B. AMENDED AND RESTATED | | C. RESTATED ONLY by
the following
resolution
"RESOLVED: That the Certificate of Incorporation of Connecticut
Natural Gas Corporation be, and it hereby is, amended by the addition
thereto of the provisions set forth in Exhibit A to the Proxy
Statement of the Corporation dated March 28, 1984."
A copy of Exhibit A to the Proxy Statement of the Corporation dated
March 28, 1984 is attached hereto as Exhibit A.
3. (Omit if 2A is checked)
(a) The above resolution merely restates and does not change the
provisions of the original certificate of Incorporation as
supplemented and amended to date, except as follows: (Indicate
amendments made if any, if none, so indicate)
(b) Other than as indicated in Par. 3(a), there is no discrepancy
between the provisions of the original Certificate of
Incorporation as supplemented to date, and the provisions of
this Certificate Restating the Certificate of Incorporation.
---------------------------------------------------------------------------
| |4. The above resolution was adopted by vote of at least two-thirds of
the incorporators before the organization meeting of the corporation,
and approved in writing by all subscribers (if any) for shares of the
corporation, (or if nonstock corporation, by all applicants for
membership entitled to vote, if any)
We (at least two-thirds of the incorporators) hereby declare, under the
penalties of false statement that the statements made in the foregoing are
true.
<TABLE>
<S> <C> <C>
-------------------------------------------------------------------------------------
SIGNED |SIGNED |SIGNED
-------------------------------------------------------------------------------------
APPROVED
-------------------------------------------------------------------------------------
SIGNED |SIGNED |SIGNED
</TABLE> <PAGE>
Exhibit 3(i)
Page 128 of 189
4. (Omit if 2C is checked.)
The above resolution was adopted by the board of directors acting alone,
there being no shareholders or subscribers. | | the board of directors
being so authorized pursuant to Section 33-341, Conn. G.S. as amended
| | the corporation being a nonstock corporation and having no members
and no applicants for membership entitled to vote on such resolution
<TABLE>
<S> <C>
------------------------------------------------------------------------------------
5. The number of affirmative votes |6. The number of directors' votes
required to adopt such resolution is: | in favor of the resolution was:
------------------------------------------------------------------------------------
</TABLE>
We hereby declare, under penalties of false statement that the statements
made in the foregoing certificate are true.
<TABLE>
<S> <C>
------------------------------------------------------------------------------------
NAME OF PRESIDENT OR VICE PRESIDENT |NAME OF SECRETARY OR ASSISTANT SECRETARY
------------------------------------------------------------------------------------
SIGNED PRESIDENT OR VICE PRESIDENT |SIGNED SECRETARY OF ASSISTANT SECRETARY
------------------------------------------------------------------------------------
</TABLE>
|X| 4. The above resolution was adopted by the board of directors and by
shareholders.
5. Vote of shareholders:
(a) (Use if no shares are required to be voted as a class.)
<TABLE>
<S> <C> <C> <C>
-------------------------------------------------------------------------------------
NUMBER OF SHARES |TOTAL VOTING POWER |VOTE REQUIRED FOR |VOTE FAVORING
ENTITLED TO VOTE | |ADOPTION |ADOPTION
3,270,515 | 3,270,515 | 1,635,258 | 2,207,104
------------------------------------------------------------------------------------
</TABLE>
(b) (If the shares are entitled to vote as a class, indicate the
designation and number of outstanding shares of each such class, the voting
power thereof, and the vote of each class for the amendment resolution.
The Corporation has at least one hundred (100) recordholders.
We hereby declare under the penalties of false statement that the
statements made in the foregoing certificate are true.
<TABLE>
<S> <C>
------------------------------------------------------------------------------------
NAME OF PRESIDENT ----------------- |NAME OF SECRETARY OR ----------
Victor H. Frauenhofer | Robert A. Dixon, Secretary
/s/ Victor H. Frauenhofer | /s/ Robert A. Dixon
------------------------------------------------------------------------------------
</TABLE>
| | 4. The above resolution was adopted by the board of directors and by
members
5. Vote of members:
(a) (Use if no members are required to vote as a class.)
<TABLE>
<S> <C> <C> <C>
------------------------------------------------------------------------------------
NUMBER OF MEMBERS |TOTAL VOTING | VOTE REQUIRED FOR |VOTE FAVORING
VOTING |POWER | ADOPTION |ADOPTION
------------------------------------------------------------------------------------
</TABLE>
(b) (If the members of any class are entitled to vote as a class, indicate
the designation and number of members of each such class, the voting power
thereof, and the vote of each such class for the amendment resolution.)
We hereby declare under the penalties of false statement that the
statements made in the foregoing certificate are true.
<TABLE>
<S> <C>
------------------------------------------------------------------------------------
NAME OF PRESIDENT OR VICE PRESIDENT |NAME OF SECRETARY OR ASSISTANT SECRETARY
------------------------------------------------------------------------------------
SIGNED PRESIDENT OR VICE PRESIDENT |SIGNED SECRETARY OF ASSISTANT SECRETARY
------------------------------------------------------------------------------------
</TABLE>
<TABLE>
S> <C> <C> <C
<PAGE>
FILED Filing Fee Certification Fee| Total Fees
STATE OF CONNECTICUT $ 30 $ 15.50 $45.50
</TABLE>
APR 27 1984
Julia M. Tashjian
SECRETARY OF THE STATE
<PAGE>
Exhibit 3(i)
Page 129 of 189
Exhibit A
FAIR PRICE AMENDMENT
VOTE REQUIRED FOR CERTAIN TRANSACTIONS ("FAIR PRICE AMENDMENT")
SECTION 1. In addition to the requirements of the provisions of the
certificate of incorporation of the Company and whether or not a vote of
the stockholders is otherwise required, the affirmative vote of the holders
of not less than seventy-five percent (75%) of the Voting Stock (as defined
below) shall be required for the approval of authorization of any Business
Transaction (as defined below) with a Related Person (as defined below) or
any business transaction in which a Related Person has an interest (except
proportionately as a stockholder); provided, however, that such
seventy-five percent (75%) voting requirement shall not be applicable if
(i) the Disinterested Directors (as defined below) who at the time
constitute at least one-third of the total number of directorships of the
Corporation, have expressly approved the Business Transaction by at least a
two-thirds vote of such Disinterested Directors or (ii) all of the
following conditions are satisfied:
(A) The Business Transaction is a merger or consolidation and
the cash or fair market value (as determined by two-thirds of the
Disinterested Directors) of the property, securities or other
consideration to be received per share by holders of Common Stock of
the Corporation (other than such Related Person) in the Business
Transaction is at least equal in value to such Related Person's
Highest Purchase Price (as defined below):
(B) After such Related Person has become the Beneficial Owner
(as defined below) of not less than ten percent (10%) of the Voting
Stock of the Corporation and prior to the consummation of such
Business Transaction, such Related Person shall not have become the
Beneficial Owner of any additional shares of Voting Stock or
securities convertible into Voting Stock, except (i) as part of the
transaction which resulted in such Related Person becoming the
Beneficial Owner of not less than ten percent (10%) of the Voting
Stock or (ii) as a result of a pro rata stock dividend or stock split
and,
(C) Prior to the consummation of such Business Transaction,
such Related Person shall not have, directly or indirectly, (i)
received the benefit (except proportionately as a stockholder) of any
loans, advances, guarantees, pledges or other financial assistance or
tax credits provided by the Corporation or any of its Subsidiaries
(as defined below), or (ii) caused any material change in the
Corporation's business or equity capital structure, including the
issuance of shares of capital stock of the Corporation to any third
party.
Section 2. For the purpose of Fair Price Amendment
(i) The term Business Transaction shall mean (a) any merger or
consolidation involving the Corporation or a Subsidiary (as defined
below) of the Corporation, (b) any sale, lease, exchange, transfer or
other disposition (in one transaction or a series of transactions)
including without limitation a mortgage of any
A-1
<PAGE>
Exhibit 3(i)
Page 130 of 189
other security device, of all or any Substantial Part (as defined
below) of the assets either of the Corporation of of a Subsidiary of
the Corporation, (c) any sale, lease, exchange, transfer or other
disposition of all or any assets of any entity to the Corporation or
a Subsidiary of the Corporation if such assets have a fair market
value equal to or greater than twenty percent (20%) of the fair
market value of the total assets of the Corporation and its
Subsidiaries, (d) the issuance, sale, exchange, transfer or other
disposition by the Corporation or a Subsidiary of the Corporation of
any securities of the Corporation or any Subsidiary of the
Corporation, (e) any recapitalization or reclassification of the
Corporation's securities (including, without limitation, any reverse
stock split) or other transaction that would have the effect of
either increasing the proportionate share of the outstanding shares
of any class of equity or convertible securities of the Corporation
or its Subsidiaries Beneficially Owned (as defined below) by a
Related Person or increasing the voting power of a Related Person
with respect to the Corporation of any of its Subsidiaries, (f) any
liquidation, spinoff, splitoff, splitup or dissolution of the
Corporation and (g) any agreement, contract or other arrangement
providing for any of the transactions described in this definition of
Business Transaction.
(ii) The term "Related Person" shall mean and include (a) any
individual, corporation, partnership, group, association or other
person or entity which, together with its Affiliates (as defined
below) and Associations (as defined below), is the Beneficial Owner
of not less than ten percent (10%) of the Voting Stock of the
Corporation at the time the definitive agreement providing for the
Business Tranaction (including any amendment thereof) was entered
into, or at the time a resolution approving the Business Transaction
was adopted by the Board of Directors of the Corporation, or as of
the record date for the determination of stockholders entitled to
notice of and to vote on, or consent to, the Business Transaction,
and (b) any Affiliate or Associate of any such individual,
corporation, partnership, group, association or other person or
entity, provided, however, and notwithstanding anything in thre
foregoing to the contrary the term "Related Person" shall not include
ther Corporation, a corporation in which the Corporation owns,
directly or indirectly, a majority of each class of equity security,
any employee stock ownership or other employee benefit plan of the
Corporation or any Subsidiary of the Corporation, or any trustee of,
or fiduciary with respect to, any such plan when acting in such
capacity.
(iii) Shares shall be "Beneficially Owned" and a person shall
be a "Beneficial Owner" of any shares of Voting Stock (whether or not
owned of record).
(a) With respect to which such person or any Affiliate or
Associate of such person directly or indirectly has or shares voting
power, including the power to vote or to direct the voting power,
including the power to vote or to direct the voting of such shares of
stock and/or investment power, including the power to dispose of or
to direct the disposition of such shares of stock:
(b) Which such person or any Affiliate or Associate of such
person has the right to acquire (whether such right is exercisable
immediately or only after the passage of time) pursuant to any
agreement, arrangement or understanding or upon the exercise of
conversion rights, exchange rights,
warrants or options, or otherwise, and/or the right to vote pursuant
to any agreement, arrangement of understanding (whether such right is
exercisable immediately or only after the passage of time); or
<PAGE>
Exhibit 3(i)
Page 131 of 189
(c) Which are Beneficially Owned within the meaning of (a) or (b) above
by any other person with which such first mentioned person or any if its
Affiliates or Associates has any agreement arrangement or understanding,
written or oral, with respect to acquiring, holding, voting or disposing of
any shares of stock of the Corporation or any Subsidiary of the Corporation
or acquiring, holding or disposing of all or substantially all, or any
Substantial Part, of the assets or business of the Corporation or a
Subsidiary of the Corporation.
For the purpose only of determining whether a person is the
Beneficial Owner of a percentage specified in this Fair Price amendment of
the outstanding Voting Shares, such shares shall be deemed to include any
Voting Shares which may be issuable pursuantto any agreement, arrangement
or understanding or upon the exercise of conversion rights, exchange
rights, warrants, options or otherwise and which are deemed to be
benefically owned by such person pursuant to the foregoing provisions of
this Fair Price amendment.
(iv) The term "Highest Purchase Price" shall mean the highest amount
of consideration paid by such Related Person for a share of Common Stock of
the Corporation within two years prior to the date such Related Person
became a Related Person or in the transaction which resulted in such
Related Person becoming the Beneficial Owner of not less than ten percent
(10%) of the Voting Stock, provided, however that the Highest Purchase
Price shall be appropriately adjusted to reflect the occurence of any
reclassification, recapitalization, stock split, reverse stock split or
other readjustment in the number of outstanding shares of Common Stock of
the Corporation, or the declaration of a stock dividend thereon, between
the last date upon which such Related Person paid the Highest Purchase
Price to the effective date of the merger or consolidation.
(v) The term "Substantial Part" shall mean more than twenty percent
(20%) of the fair market value of the total assets of the entity in
question, as reflected on the most recent consolidated balance sheet of
such entity existing at the time the stockholders of the Corporation would
be required to approve or authorize the Business Transaction involving the
assets constituting any such Substantial Part.
(vi) In the event of a merger in which the Corporation is the
surviving Corporation, for the purpose of subparagraph (a) of Section 1 of
the Fair Price amendment, the phrase "property, securities or other
consideration to be received" shall include without limitation, Common
Stock of the Corporation retained by its existing stockholders.
(vii) The term "Voting Stock" shall mean all outstanding shares of
capital stock of the Corporation entitled to vote generally in the election
of directors, considered for the purpose of this Fair Price amendment as
one class; provided however, that if the Corporation has shares of Voting
Stock entitled to more or less than one vote for any such share, each
reference in this Fair Price amendment to a proportion of shares of voting
stock shall be deemed to refer to such proportion of the votes entitled to
be cast by such shares.
(viii) The term "Disinterested Director" shall mean any member of the
Board who is not affiliated with a Related Person and who was a director of
the Corporation prior to the time the Related Person became a Related
Person, any any successor to such Disinterested Director who is not
affiliated with a Related Person and was recommended before being elected
by a majority of the then Disinterested Director or was elected by a
majority of the Disinterested Directors. Officers of the Corporation who
are also members of its Board of Directors may qualify as Disinterested
Directors, even though they may have a personal stake in the outcome of a
proposed Business Transaction because of their employment by the
Corporation.
<PAGE>
Exhibit 3(i)
Page 132 of 189
(ix) The term "Affiliate" used to indicate a relationship to a
specified person, shall mean a person that directly, or indirectly through
one or more intermediatess, controls, or is controlled by, or is under
common control with such specified person.
(x) The term "Associate", used to indicate a relationship with a
specified person, shall mean (i) any person of which such specified person
is an officer, director or partner or is, directly or indirectly, the
beneficial owner of 5% or more of any class of equity securities, (ii) any
person that is an officer, director or partner of the specified person or
that, directly or indirectly, beneficially ownes 5% or more of any class of
equity security of the specified person, (iii) any trust or estate in which
such specfied person nas a substantial beneficial intereset or as to which
such specfied person serves aas a trustee or in a similar fiduciary
capacity, (iv) any relative or spouse of a specfied person or any person
describved in clause (ii), or any relative of such spouse, except relatives
more remote than first cousin, or *v) any other member or partner in a
partnership, limited partnership, syndicate or other group of which the
specified person is a member or partner and which is acting together for
the purpose of acquiring, holding or disposing of any interest in the
Corporation, provided that nothing in this subsection (x) shall result in
the Corporation or a corporation in which the Corporatin owns, directly or
indirectly, a majority of each class of equity security being an Associate.
(xi) The terms "Subsidiary" or "Subsidiaries" shall mean a
corporation or corporations in which a majority of any class of equity
security is owned, directly or indirectly, by the Corporation.
SECTION 3. For the purpose of this Fair Price amendment, if the
Disinterested Directors constitute at least one-third of the entire Board
of Directors, then two-thirds of such Disinterested Directors shall have
the power to make a good faith determination, on the basis of information
known to them, of : (i) the number of shares of voting Stock of which any
person is the Beneficial Owner, (ii) whether a person is an Affiliate or
Associate of another, (iii) whether a person has an agreement, arrangement
or understanding with another as to the matters referred to in the
definition of Beneficial Owner herein, (iv) whether the assets subject to
any Business Transaction constitute a Substantial Part, (v) whether any
Business Transaction is one in which a Related Person has an interest
(except proportionately as a stockholder), (vi) whether a Related Person
has, directly or indirectly received the benefits or caused any of the
changes referred to in sub paragraph (c) of Section 1 of this Fair Price
amendment and (vii) such other matters with respect to which a
determination is required under this Fair Price amendment.
SECTION 4. Nothing contained in this Fair Price amendment shall be
construed to relieve any Related Person from any fiduciary obligation
imposed by law.
SECTION 5. Notwithstanding any other provisions of this Certificate of
Incorporation of the By-Laws of the Corporation (and notwithstanding that a
lesser percentage may be specified by law, this Certificate of
Incorporation or the By-Laws of the Corporation), the provisions of this
Fair Price amendment may not be repealed or amended in any respect, nor may
any provision be adopted inconsistent with this Fair Price amendment,
unless such action is approved by the affirmative vote of the holders of
not less than seventy-five (75%) of the Voting Stock.
<PAGE>
Exhibit 3 (i)
Page 133 of 189
CLASSIFIED BOARD AMENDMENT
CLASSIFICATION OF BOARD OF DIRECTORS ("CLASSIFIED BOARD AMENDMENTS")
SECTION 1. The directors of the corporation shall be divided into
three classes: Class I, Class II and Class III. Such classes shall be as
nearly equal in number as possible. The term of office of the initial
Class I directors shall expire at the Annual Meeting of Shareholders in
1985; the term of the initial Class II directors shall expire at the Annual
Meeting of Shareholders in 1986; and the term of office of the initial
Class III directors shall expire at the Annual Meeting of Shareholders in
1987; or in each case thereafter when their respective successors are
elected and have qualified or upon their earlier death, resignation or
removal. At each annual election held after the initial election of
directors according to classes, the directors chosen to succeed and shall
be elected for a term expiring at the third succeeding Annual Meeting of
Sharedhoplders or in each case thereafter when their respective successors
are elected and have qualified or upon their earlier death, resignation or
removal. If the number of directorships is changed, any increase or
decrease in directors shall be apportioned among the classes so as to
maintain all classes as nearly equal in number as possible. No decrease in
the number of directorships shall shorten the term of any director. Any
director elected to fill a vacancy not resulting from an increase in the
number of directorhsips shall have the same remaining term as that of his
predecessor. No qualification for the office of director shall apply to
any director in office at the time such qualification was adopted or to any
successor director elected by the directors to fill the unexpired term of a
director.
SECTION 2. No director shall be removed except by the affirmative
vote of seventy-five percent (75%) or more of the oustanding shares of
capital stock of the Corporation entitled to vote generally in the election
of directors considered for the purpose of this Classified Board Amendment
as one class (the "Voting Stock").
SECTION 3. Notwithstanding any other provisions of this Certificate
of Incorporation or the By-Laws of the Corporation (and notwithstanding
that a lesser percentage may be specified by law, this Certificate of
Incorporation or the By-Laws of the Corporation), neither the provisions of
this Classified Board amendment nor the provisions of the Certificate
fixing the range of directorships on the Board of Directors or empowering
the Board of Directors to fill vacancies in their own number may be
repealed or amended in any respect, nor may any provision be adopted
inconsistent with such provisions, unless such action is approved by the
affirmative vote of the holders of not less than seventy-five percent (75%)
of the Voting Stock.
<PAGE>
Exhibit 3(i)
Page 134 of 189
State of Connecticut )
) SS: Hartford
Office of the Secretary of State)
I hereby certify that this is a true copy of record in this Office in
Testimony whereof, I have hereunto set my hand, and affixed the Seal of
said State, at Hartford, this 27th day of April, A.D. 1984
Julia H. Tashjian
Secretary of the State
<PAGE>
Exhibit 3(i)
Page 135 of 189
VOL 101
(FORM)
CERTIFICATE OF STOCK CORPORATION CANCELLATION OF SHARES
STATE OF CONNECTICUT
SECRETARY OF THE STATE
1. The name of the corporation is CONNECTICUT NATURAL GAS CORPORATION
2. CANCELLATION OF SHARES
<TABLE>
<CAPTION>
---------------------------------------------------------------------------
a. before cancellation
DESIGNATION OF SHARES NUMBER OF SHARES
<S> <C> <C> <C> <C> <C>
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
----------------------------------------------------------------------------
PFD 7.75% $100 26,400 - 26,400
PFD 8.25% $100 20,630 - 20,630
----------------------------------------------------------------------------
</TABLE>
b. Shares being cancelled
<TABLE>
<CAPTION>
DESIGNATION OF SHARES NUMBER OF SHARES
<S> <C> <C> <C> <C> <C>
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
----------------------------------------------------------------------------
PFD 7.75% $100 2,400 - 2,400
PFD 8.25% $100 3,437 - 3,437
----------------------------------------------------------------------------
</TABLE>
c. after cancellation
<TABLE>
<CAPTION>
DESIGNATION OF SHARES NUMBER OF SHARES
<S> <C> <C> <C> <C> <C>
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
----------------------------------------------------------------------------
PFD 7.75% $100 24,000 - 24,000
PFD 8.25% $100 17,193 - 17,193
----------------------------------------------------------------------------
</TABLE>
Dated at Hartford Connecticut this 7th day of February 1985.
We hereby declare, under the penalties of false statement, that the
statements made in the foregoing certificate are true.
--------------------------------- --------------------------------------
Robert A. Dixon Reginald L. Babcock
Vice President Assistant Secretary
<TABLE>
<S> <C> <C> <C>
FILED Filing Fee Certification Fee| Total Fees
STATE OF CONNECTICUT $ 6 $ $6
</TABLE>
FEB 14, 1985 Certified Copy Sent
Julia M. Tashjian P.O. Box 1500
SECRETARY OF THE STATE Htfd. CT 06144
<PAGE>
Exhibit 3(i)
Page 136 of 189
(FORM)
CERTIFICATE OF STOCK CORPORATION CANCELLATION OF SHARES
STATE OF CONNECTICUT
SECRETARY OF THE STATE
1. The name of the corporation is CONNECTICUT NATURAL GAS CORPORATION
2. CANCELLATION OF SHARES
<TABLE>
<CAPTION>
---------------------------------------------------------------------------
a. before cancellation
DESIGNATION OF SHARES NUMBER OF SHARES
<S> <C> <C> <C> <C> <C>
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
----------------------------------------------------------------------------
PFD 6% Ser B $100 5,881 - 5,881
PFD 5.75% $100 5,200 - 5,200
PFD 6.25% $100 2,250 - 2,250
----------------------------------------------------------------------------
</TABLE>
b. Shares being cancelled
<TABLE>
<CAPTION>
DESIGNATION OF SHARES NUMBER OF SHARES
<S> <C> <C> <C> <C> <C>
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
----------------------------------------------------------------------------
PFD 6% Ser B $100 87 - 87
PFD 5.75% $100 300 - 300
PFD 6.25% $100 2,000 - 2,000
----------------------------------------------------------------------------
</TABLE>
c. after cancellation
<TABLE>
<CAPTION>
DESIGNATION OF SHARES NUMBER OF SHARES
<S> <C> <C> <C> <C> <C>
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
----------------------------------------------------------------------------
PFD 6% Ser B $100 5,794 - 5,794
PFD 5.75% $100 4,900 - 4,900
PFD 6.25% $100 250 - 250
----------------------------------------------------------------------------
</TABLE>
<PAGE>
Exhibit 3(i)
Page 137 of 189
VOL 101
(FORM)
CERTIFICATE OF STOCK CORPORATION CANCELLATION OF SHARES
STATE OF CONNECTICUT
SECRETARY OF THE STATE
1. The name of the corporation is CONNECTICUT NATURAL GAS CORPORATION
2. CANCELLATION OF SHARES
<TABLE>
<CAPTION>
---------------------------------------------------------------------------
a. before cancellation
DESIGNATION OF SHARES NUMBER OF SHARES
<S> <C> <C> <C> <C> <C>
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
----------------------------------------------------------------------------
PFD 7.75% $100 24,000 - 24,000
PFD 8.25% $100 17,193 - 17,193
----------------------------------------------------------------------------
</TABLE>
b. Shares being cancelled
<TABLE>
<CAPTION>
DESIGNATION OF SHARES NUMBER OF SHARES
<S> <C> <C> <C> <C> <C>
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
----------------------------------------------------------------------------
PFD 7.75% $100 24,000 - 24,000
PFD 8.25% $100 17,193 - 17,193
----------------------------------------------------------------------------
</TABLE>
c. after cancellation
<TABLE>
<CAPTION>
DESIGNATION OF SHARES NUMBER OF SHARES
<S> <C> <C> <C> <C> <C>
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
----------------------------------------------------------------------------
PFD 7.75% $100 0 - 0
PFD 8.25% $100 0 - 0
----------------------------------------------------------------------------
</TABLE>
Dated at Hartford Connecticut this 9th day of July, 1985.
We hereby declare, under the penalties of false statement, that the
statements made in the foregoing certificate are true.
--------------------------------- --------------------------------------
Robert A. Dixon Reginald L. Babcock
Vice President Assistant Secretary
<TABLE>
<S> <C> <C> <C>
FILED Filing Fee Certification Fee| Total Fees
STATE OF CONNECTICUT $ 6 $ $6
</TABLE>
JUL 10, 1985 Certified Copy Sent
Julia M. Tashjian c/o Reginald Babcock
SECRETARY OF THE STATE P.O. Box 1500
Hartford, CT 06144
<PAGE>
Exhibit 3(i)
Page 138 of 189
(FORM)
CERTIFICATE OF STOCK CORPORATION CANCELLATION OF SHARES
STATE OF CONNECTICUT
SECRETARY OF THE STATE
1. The name of the corporation is CONNECTICUT NATURAL GAS CORPORATION
2. CANCELLATION OF SHARES
<TABLE>
<CAPTION>
---------------------------------------------------------------------------
a. before cancellation
DESIGNATION OF SHARES NUMBER OF SHARES
<S> <C> <C> <C> <C> <C>
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
----------------------------------------------------------------------------
PFD 5.75% $100 4,900 - 4,900
PFD 6.25% $100 250 - 250
----------------------------------------------------------------------------
</TABLE>
b. Shares being cancelled
<TABLE>
<CAPTION>
DESIGNATION OF SHARES NUMBER OF SHARES
<S> <C> <C> <C> <C> <C>
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
----------------------------------------------------------------------------
PFD 5.75% $100 4,900 - 4,900
PFD 6.25% $100 250 - 250
----------------------------------------------------------------------------
</TABLE>
c. after cancellation
<TABLE>
<CAPTION>
DESIGNATION OF SHARES NUMBER OF SHARES
<S> <C> <C> <C> <C> <C>
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
----------------------------------------------------------------------------
PFD 5.75% $100 0 - 0
PFD 6.25% $100 0 - 0
----------------------------------------------------------------------------
</TABLE>
<PAGE>
Exhibit 3(i)
Page 139 of 189
VOL 101
(FORM)
CERTIFICATE OF STOCK CORPORATION CANCELLATION OF SHARES
STATE OF CONNECTICUT
SECRETARY OF THE STATE
1. The name of the corporation is CONNECTICUT NATURAL GAS CORPORATION
2. CANCELLATION OF SHARES
<TABLE>
<CAPTION>
---------------------------------------------------------------------------
a. before cancellation
DESIGNATION OF SHARES NUMBER OF SHARES
<S> <C> <C> <C> <C> <C>
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
----------------------------------------------------------------------------
PFD 7.75% $100 24,000 - 24,000
PFD 8.25% $100 17,193 - 17,193
PFD 8.00% $6.25 120,000 - 120,000
----------------------------------------------------------------------------
</TABLE>
b. Shares being cancelled
<TABLE>
<CAPTION>
DESIGNATION OF SHARES NUMBER OF SHARES
<S> <C> <C> <C> <C> <C>
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
----------------------------------------------------------------------------
PFD 7.75% $100 24,000 - 24,000
PFD 8.25% $100 17,193 - 17,193
PFD 8.00% $6.25 6,048 - 6,048
----------------------------------------------------------------------------
</TABLE>
c. after cancellation
<TABLE>
<CAPTION>
DESIGNATION OF SHARES NUMBER OF SHARES
<S> <C> <C> <C> <C> <C>
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
----------------------------------------------------------------------------
PFD 7.75% $100 0 - 0
PFD 8.25% $100 0 - 0
PFD 8.00% $6.25 113,952 - 113,952
----------------------------------------------------------------------------
</TABLE>
Dated at Hartford Connecticut this 31st day of December, 1985.
We hereby declare, under the penalties of false statement, that the
statements made in the foregoing certificate are true.
--------------------------------- --------------------------------------
Alexander J. Kennedy Reginald L. Babcock
Vice President Secretary
<PAGE>
Exhibit 3(i)
Page 140 of 189
(FORM)
CERTIFICATE OF STOCK CORPORATION CANCELLATION OF SHARES
STATE OF CONNECTICUT
SECRETARY OF THE STATE
1. The name of the corporation is CONNECTICUT NATURAL GAS CORPORATION
2. CANCELLATION OF SHARES
<TABLE>
<CAPTION>
---------------------------------------------------------------------------
a. before cancellation
DESIGNATION OF SHARES NUMBER OF SHARES
<S> <C> <C> <C> <C> <C>
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
----------------------------------------------------------------------------
PFD 6% Ser B $100 5,794 - 5,794
PFD 5.75% $100 4,900 - 4,900
PFD 6.25% $100 250 - 250
----------------------------------------------------------------------------
</TABLE>
b. Shares being cancelled
<TABLE>
<CAPTION>
DESIGNATION OF SHARES NUMBER OF SHARES
<S> <C> <C> <C> <C> <C>
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
----------------------------------------------------------------------------
PFD 6% Ser B $100 183 - 183
PFD 5.75% $100 4,900 - 4,900
PFD 6.25% $100 250 - 250
----------------------------------------------------------------------------
</TABLE>
c. after cancellation
<TABLE>
<CAPTION>
DESIGNATION OF SHARES NUMBER OF SHARES
<S> <C> <C> <C> <C> <C>
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
----------------------------------------------------------------------------
PFD 6% Ser B $100 5,611 - 5,611
PFD 5.75% $100 0 - 0
PFD 6.25% $100 0 - 0
----------------------------------------------------------------------------
</TABLE>
<PAGE>
Exhibit 3(i)
Page 141 of 189
CERTIFICATE AMENDING CERTIFICATE OF INCORPORATION
BY ACTION OF BOARD OF DIRECTORS AND SHAREHOLDERS
1. The name of the corporation is CONNECTICUT NATURAL GAS
CORPORATION.
2. The Charter of CONNECTICUT NATURAL GAS CORPORATION is amended
only by the following resolution:
RESOLVED: That the Charter of Connecticut Natural Gas Corporation be
and hereby is amended so as to provide that the authorized capital
stock of the Corporation consists of the following:
(a) 10,822,328 shares of common stock having a par value of $3.125
per share.
(b) 227,904 shares of preferred stock having a par value of $3.125
per share, known and designated as the "$3.125 Par Preferred
Stock,"
(i) said preferred stock to be entitled to receive out
of the net profits of the Corporation cumulative dividends at
the rate of eight percent (8%) per annum, payable in quarterly
installments of two percent (2%) to be paid thereon before any
dividends are payable upon the common stock of the Corporation,
(ii) said preferred stock in the event of liquidation of
the Corporation or distribution of its assets to be preferred
as to the entire assets to the amount of $6.25 per share, and
(iii) all shares of common stock and $3.125 Par
Preferred Stock shall have equal voting rights.
(c) 400,000 shares of preferred stock having a par value of $100
per share, known and designated as the Corporation's "$100 Par
Serial Preferred Stock,"
(i) said $100 Par Serial Preferred Stock to be on a
parity with respect to dividends and liquidation with the
$3.125 Par Preferred Stock,
<PAGE>
Exhibit 3(i)
Page 142 of 189
(ii) the Board of Directors is authorized to issue, from
time to time, all such shares of $100 Par Serial Preferred
Stock and, to the extent permitted by law, to fix and determine
the terms, limitations and (except that no amount payable on
liquidation shall exceed the then applicable call price)
relative rights and preferences of such stock, including,
without limitation, the conditions under which they shall be
entitled to voting rights and the extent thereof, to divide
such shares into series and, to the extent permitted by law, to
fix and determine the variations among series.
3. The foregoing charter amendment shall be completely effective
according to its terms as of 5:00 p.m. on May 19, 1986.
Upon the effectiveness fo the foregoing charter amendment, each share
of the outstanding common stock of the Corporation of the par value of
$6.25 per share shall be divided into two shares of common stock of the par
value of $3.125 per share, and each share of $6.25 Par Preferred Stock of
the Corporation shall be divided into two shares of $3.125 Par Preferred
Stock. All outstanding certificates representing shares of common stock
and $6.25 Par Preferred Stock immediately prior to the effectiveness of
such amendment, shall continue to represent the same number of shares
following the effectiveness of such amendment, but, in each case, such
shares shall be deemed to be of the par value of $3.125 per share. New
stock certificates representing additional shares of common stock of $3.125
Par Preferred Stock to which shareholders of the Corporation shall be
entitled by reason of the foregoing charter amendment and concurrent stock
splits shall be issued and delivered to such holders as soon as reasonably
possible.
4. The above resolution was adopted by the Board of Directors and by
shareholders.
5. On the date the above resolution was adopted by the Corporation's
shareholders, the Corporation had at least one hundred recordholders, as
defined in subsection (a) of Section 33-311a of the Connecticut General
Statutes.
-2-
<PAGE>
Exhibit 3(i)
Page 143 of 189
6. Vote of shareholders:
Common Stock and $6.25 Par Preferred Stock, voting as a single class
in accordance with the voting rights of such classes contained in the
charter of the Corporation:
<TABLE>
<S> <C> <C> <C>
Number of Shares Total Voting Vote Required Vote Favoring
Entitled to Vote Power for Adoption Adoption
---------------- ------------ ------------- -------------
3,502,943 3,502,943 1,751,472 2,473,998
</TABLE>
Common Stock, $6.125 par value, as to matters upon which the holders
of Common Stock are entitled to vote as a separate class pursuant to
Section 33-361 of the Connecticut General Statutes:
<TABLE>
<S> <C> <C> <C>
Number of Shares Total Voting Vote Required Vote Favoring
Entitled to Vote Power for Adoption Adoption
---------------- ------------ ------------- -------------
3,388,991 3,388,991 1,694,496 2,412,799
</TABLE>
$6.25 Par Preferred Stock, as to matters upon which the holders of
$6.25 Par Preferred Stock are entitled to vote as a separate class
pursuant to Section 33-361 of the Connecticut General Statutes:
<TABLE>
<S> <C> <C> <C>
Number of Shares Total Voting Vote Required Vote Favoring
Entitled to Vote Power for Adoption Adoption
---------------- ------------ ------------- -------------
113,952 113,952 56,977 61,199
</TABLE>
Dated at Hartford, Connecticut this 14th day of May, 1986.
We hereby declare, under the penalty of false statement that the
statements made in the foregoing certificate are true.
______________________________
Victor H. Frauenhofer
President
______________________________
Reginald L. Babcock
Secretary
Filed State of Connecticut May 16, 1986, Secretary of State
-3-
<PAGE>
Exhibit 3(i)
Page 144 of 189
VOL 101 858
(FORM)
CERTIFICATE OF STOCK CORPORATION CANCELLATION OF SHARES
STATE OF CONNECTICUT
SECRETARY OF THE STATE
1. The name of the corporation is CONNECTICUT NATURAL GAS CORPORATION
2. CANCELLATION OF SHARES
<TABLE>
<CAPTION>
---------------------------------------------------------------------------
a. before cancellation
DESIGNATION OF SHARES NUMBER OF SHARES
<S> <C> <C> <C> <C> <C>
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
----------------------------------------------------------------------------
PFD 8.00% $3.125 227,904 -0- -0-
----------------------------------------------------------------------------
</TABLE>
b. Shares being cancelled
<TABLE>
<CAPTION>
DESIGNATION OF SHARES NUMBER OF SHARES
<S> <C> <C> <C> <C> <C>
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
----------------------------------------------------------------------------
PFD 8.00% $3.125 3,244 -0- -0-
----------------------------------------------------------------------------
</TABLE>
c. after cancellation
<TABLE>
<CAPTION>
DESIGNATION OF SHARES NUMBER OF SHARES
<S> <C> <C> <C> <C> <C>
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
----------------------------------------------------------------------------
PFD 8.00% $3.125 224,660 -0- -0-
----------------------------------------------------------------------------
</TABLE>
See Page 2 for continuation of listings.
Dated at Hartford Connecticut this 31st day of December, 1986.
We hereby declare, under the penalties of false statement, that the
statements made in the foregoing certificate are true.
--------------------------------- --------------------------------------
Alexander J. Kennedy Reginald L. Babcock
Vice President Secretary
Filed State of Connecticut March 5, 1987, Secretary of State.
<PAGE>
Exhibit 3(i)
Page 145 of 189
859
(FORM)
CERTIFICATE OF STOCK CORPORATION CANCELLATION OF SHARES
STATE OF CONNECTICUT
SECRETARY OF THE STATE
1. The name of the corporation is CONNECTICUT NATURAL GAS CORPORATION
2. CANCELLATION OF SHARES
<TABLE>
<CAPTION>
---------------------------------------------------------------------------
a. before cancellation
DESIGNATION OF SHARES NUMBER OF SHARES
<S> <C> <C> <C> <C> <C>
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
but unissued
----------------------------------------------------------------------------
PFD 6% Ser A $100 375 -0- -0-
PFD 6% Ser B $100 5,611 -0- -0-
PFD undesignated $100 -0- -0- 394,014
----------------------------------------------------------------------------
</TABLE>
b. Shares being cancelled
<TABLE>
<CAPTION>
DESIGNATION OF SHARES NUMBER OF SHARES
<S> <C> <C> <C> <C> <C>
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
but unissued
----------------------------------------------------------------------------
PFD 6% Ser A $100 375 -0- -0-
PFD 6% Ser B $100 366 -0- -0-
PFD undesignated $100 -0- -0- 132,352
----------------------------------------------------------------------------
</TABLE>
c. after cancellation
<TABLE>
<CAPTION>
DESIGNATION OF SHARES NUMBER OF SHARES
<S> <C> <C> <C> <C> <C>
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
----------------------------------------------------------------------------
PFD 6% Ser A $100 -0- -0- -0-
PFD 6% Ser B $100 5,245 -0- -0-
PFD undesignated $100 -0- -0- 261,662
----------------------------------------------------------------------------
</TABLE>
NOTE: The 400,000 shares of $100 Par Series Preferred Stock referenced in
the amendment to the Company's Certificate of Incorporation filed with the
Office of the Secretary of the State on May 16, 1986 consisted of 375
shares of the 6.00% Series A Preferred Stock, 5,611 shares of 6.00% Series
B Preferred Stock and 394,014 shares of authorized but undesignated and
unissued shares.
<PAGE>
Exhibit 3(i)
Page 146 of 189
(FORM)
CERTIFICATE OF STOCK CORPORATION CANCELLATION OF SHARES
STATE OF CONNECTICUT
SECRETARY OF THE STATE
1. The name of the corporation is CONNECTICUT NATURAL GAS CORPORATION
2. CANCELLATION OF SHARES
<TABLE>
<CAPTION>
---------------------------------------------------------------------------
a. before cancellation
DESIGNATION OF SHARES NUMBER OF SHARES
<S> <C> <C> <C> <C> <C>
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
but unissued
----------------------------------------------------------------------------
PFD 8% $3.125 224,660 -0- -0-
PFD 6% Ser B $100 5,245 -0- -0-
----------------------------------------------------------------------------
</TABLE>
b. Shares being cancelled
<TABLE>
<CAPTION>
DESIGNATION OF SHARES NUMBER OF SHARES
<S> <C> <C> <C> <C> <C>
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
but unissued
----------------------------------------------------------------------------
PFD 8% $3.125 132 -0- -0-
PFD 6% Ser B $100 19 -0- -0-
----------------------------------------------------------------------------
</TABLE>
c. after cancellation
<TABLE>
<CAPTION>
DESIGNATION OF SHARES NUMBER OF SHARES
<S> <C> <C> <C> <C> <C>
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
----------------------------------------------------------------------------
PFD 8% $3.125 224,528 -0- -0-
PFD 6% Ser B $100 5,226 -0- -0-
----------------------------------------------------------------------------
</TABLE>
Dated at Hartford, Connecticut this 19th day of April, 1988. We hereby
declare, under the penalties of false statement that the statements made in
the foregoing certificate are true.
--------------------------------- --------------------------------------
Frank H. Livingston Reginald L. Babcock
Vice President Assistant Secretary
FILED Certified Copy to
STATE OF CONNECTICUT Murtha Cullina et al
May 12, 1988 CityPlace
Julia H. Tashjian Hartford, Ct. 06103
<PAGE>
Exhibit 3(i)
Page 147 of 189
CERTIFICATE AMENDING CERTIFICATE OF INCORPORATION
BY ACTION OF BOARD OF DIRECTORS AND SHAREHOLDERS
1. The name of the corporation is CONNECTICUT NATURAL GAS
CORPORATION.
2. The following amendment resolutions were adopted by the Board of
Directors and the Shareholders of Connecticut Natural Gas Corporation in
the manner prescribed by subsection (b) of Section 33-360 of the
Connecticut General Statutes:
(a) RESOLVED: That the Charter of Connecticut Natural Gas
Corporation be amended to provide that the authorized common stock of the
Corporation shall consist of the following:
20,000,000 shares of common stock having a par value of $3.125
per share, known and designated as the "Common Stock".
(b) RESOLVED: That the Charter of Connecticut Natural Gas
Corporation be amended to provide that the authorized $3.125 Par Preferred
Stock of the Corporation shall consist of the following:
1,000,000 shares of preferred stock having a par value of
$3.125 per share, known and designated as the "$3.125 Par
Preferred Stock",
(i) said $3.125 Par Preferred Stock to be entitled to receive
out of the net profits of the Corporation cumulative dividends at the
rate of eight percent (8%) per annum, payable in quarterly
installments of two percent (2%), to be paid thereon before any
dividends are payable upon the Common Stock of the Corporation,
(ii) said $3.125 Par Preferred Stock in the event of
liquidation of the Corporation or distribution of its assets to be
preferred as to the entire assets to the amount of $6.25 per share,
and
(iii) all shares of Common Stock and $3.125 Par Preferred
Stock shall have equal voting rights.
(c) RESOLVED: That the Charter of Connecticut Natural Gas
Corporation be amended to provide that the authorized $100 Par Serial
Preferred Stock shall consist of the following:
10,000,000 shares of preferred stock having a par value of $100
per share, known and designated as the "$100 Par Serial Preferred
Stock",
<PAGE>
Exhibit 3(i)
Page 148 of 189
(i) said $100 Par Serial Preferred Stock to be on a parity
with respect to dividends and liquidation with the $3.125 Par
Preferred Stock,
(ii) the Board of Directors is authorized to issue, from time
to time, all such shares of $100 Par Serial Preferred Stock and, to
the extent permitted by law, to fix and determine the terms,
limitations and (except that no amount payable on liquidation shall
exceed the then applicable call price) relative rights and
preferences of such stock, including, without limitation, the
conditions under which they shall be entitled to voting rights and
the extent thereof, to divide such shares into series and, to the
extent permitted by law, to fix and determine the variations among
series.
3. The foregoing charter amendments shall be completely effective
according to their terms upon the filing of this Certificate with the
office of the Secretary of State.
4. The above resolutions were adopted by the Board of Directors and
by shareholders.
5. On the date the above resolutions were adopted by the
Corporation's shareholders, the Corporation had at least one hundred
recordholders as defined in subsection (a) of Section 33-311a of the
Connecticut General Statutes.
6. Vote of shareholders:
(a) As to the amendment set forth in Paragraph 2(a), above:
Common Stock and $3.125 Par Preferred Stock, voting as a single
class in accordance with the voting rights of such classes contained
in the charter of the Corporation:
<TABLE>
<S> <C> <C> <C>
Number of Shares Total Voting Vote Required Vote Favoring
Entitled to Vote Power for Adoption Adoption
---------------- ------------ ------------- -------------
7,786,696 7,786,696 3,893,349 5,261,034
</TABLE>
Common Stock, $3.125 par value, as to matters upon which the holdres
of Common Stock are entitled to vote as a separate class pursuant to
Section 33-361 of the Connecticut General Statutes:
-2-
<PAGE>
Exhibit 3(i)
Page 149 of 189
<TABLE>
<S> <C> <C> <C>
Number of Shares Total Voting Vote Required Vote Favoring
Entitled to Vote Power for Adoption Adoption
---------------- --------------- ------------- -------------
7,562,168 7,562,168 3,781,085 5,109,007
</TABLE>
(b) As to the amendment set forth in Paragraph 2(b), above:
Common Stock and $3.125 Par Preferred Stock, voting as a single class
in accordance with the voting rights of such classes contained in the
charter of the corporation:
<TABLE>
<S> <C> <C> <C>
Number of Shares Total Voting Vote Required Vote Favoring
Entitled to Vote Power for Adoption Adoption
---------------- ------------ ------------- -------------
7,786,696 7,786,696 3,893,349 4,562,001
</TABLE>
$3.125 Par Preferred Stock, as to matters upon which the holders of
$3.125 Par Preferred Stock are entitled to vote as a separate class
pursuant to Section 33-361 of the Connecticut General Statutes:
<TABLE>
<S> <C> <C> <C>
Number of Shares Total Voting Vote Required Vote Favoring
Entitled to Vote Power for Adoption Adoption
---------------- ------------ ------------- -------------
224,528 224,528 112,265 152,027
</TABLE>
(c) As to the amendment set forth in Paragraph 2(c), above:
Common Stock and $3.125 Par Preferred Stock, voting as a single class
in accordance with the voting rights of such classes contained in the
charter of the Corporation:
<TABLE>
<S> <C> <C> <C>
Number of Shares Total Voting Vote Required Vote Favoring
Entitled to Vote Power for Adoption Adoption
---------------- ------------ ------------- -------------
7,786,696 7,786,696 3,893,349 4,471,732
</TABLE>
$100 Par Serial Preferred Stock, as to matters upon which the holders
of $100 Par Serial Preferred Stock are entitled to vote as a separate
class pursuant to Section 33-361 of the Connecticut General Statutes:
<TABLE>
<S> <C> <C> <C>
Number of Shares Total Voting Vote Required Vote Favoring
Entitled to Vote Power for Adoption Adoption
---------------- ------------ ------------- -------------
5,145 5,145 2,573 2,793
</TABLE>
-3- <PAGE>
Exhibit 3(i)
Page 150 of 189
Dated at Hartford, Connecticut this 26th day of April, 1988.
We hereby declare, under the penalties of false statement that the
statements made in the foregoing certificate are true.
s/Victor H. Frauenhofer
______________________________
Victor H. Frauenhofer
President
s/Reginald L. Babcock
______________________________
Reginald L. Babcock
Secretary
-4-
<PAGE>
Exhibit 3(i)
Page 151 of 189
(FORM)
CERTIFICATE OF STOCK CORPORATION CANCELLATION OF SHARES
STATE OF CONNECTICUT
SECRETARY OF THE STATE
1. The name of the corporation is CONNECTICUT NATURAL GAS CORPORATION
2. CANCELLATION OF SHARES
<TABLE>
<CAPTION>
---------------------------------------------------------------------------
a. before cancellation
DESIGNATION OF SHARES NUMBER OF SHARES
<S> <C> <C> <C> <C> <C>
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
but unissued
----------------------------------------------------------------------------
Pfd. 8.00% $3.125 224,528 -0- 775,472
Pfd. 6.00% $100 5,226 -0- 9,994,774
series B
----------------------------------------------------------------------------
</TABLE>
b. Shares being cancelled
<TABLE>
<CAPTION>
DESIGNATION OF SHARES NUMBER OF SHARES
<S> <C> <C> <C> <C> <C>
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
but unissued
----------------------------------------------------------------------------
Pfd. 8.00% $3.125 1,392 -0- 1,392
Pfd. 6.00% $100 131 -0- 131
series B
----------------------------------------------------------------------------
</TABLE>
c. after cancellation
<TABLE>
<CAPTION>
DESIGNATION OF SHARES NUMBER OF SHARES
<S> <C> <C> <C> <C> <C>
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
----------------------------------------------------------------------------
PFD 8.00% $3.125 223,136 -0- 774,080
PFD 6.00% $100 5,095 -0- 9,994,643
series B
----------------------------------------------------------------------------
</TABLE>
Note: Authorized at 4/26/88 Annual Meeting:
Pfd. 8.00% $3.125 1,000,000
Pfd. 6.00% $100 10,000,000
Dated at Hartford, Connecticut this 28th day of February, 1989. We hereby
declare, under the penalties of false statement that the statements made in
the foregoing certificate are true.
/s/ A.J. Kennedy /s/ R.L. Babcock
--------------------------------- --------------------------------------
Alexander J. Kennedy Reginald L. Babcock
Vice President Assistant Secretary
<TABLE>
<S> <C> <C> <C>
Filing Fee Certification Fee Total Fees
$9, 25 exp | $ 12, 25 exp |$71
</TABLE>
FILED Certified Copy to
STATE OF CONNECTICUT Recd/cc
AUG 16, 3:00PM '89 Lynn C. Blackwell, Esq.
Julia H. Tashjian Hartford, Ct. 06103
SECRETARY OF THE STATE P.O. Box 1500, Htfd CT 06144-1500
<PAGE>
Exhibit 3(i)
Page 152 of 189
STATE OF CONNECTICUT )
) SS: HARTFORD
OFFICE OF THE SECRETARY OF THE STATE )
I hereby certify that this is a true copy of record in this office.
In testimony whereof, I have hereunto set my hand, and affixed the Seal of
said State, at Hartford, this 17th day of August A.D. 1989
_________________________________________
Julia J. Tashjian
SECRETARY OF THE STATE
<PAGE>
Exhibit 3(i)
Page 153 of 189
(FORM)
CERTIFICATE OF STOCK CORPORATION CANCELLATION OF SHARES
STATE OF CONNECTICUT
SECRETARY OF THE STATE
1. The name of the corporation is CONNECTICUT NATURAL GAS CORPORATION
2. CANCELLATION OF SHARES
<TABLE>
<CAPTION>
---------------------------------------------------------------------------
a. before cancellation
DESIGNATION OF SHARES NUMBER OF SHARES
<S> <C> <C> <C> <C> <C>
Issued and Authorized (For
Class Series Par Outstanding Treasury cancellation only)
----------------------------------------------------------------------------
Pfd 8.00% $3.125 223,136 0 * 775,472
Pfd 6.00% $100 5,095 0 *9,994,774
series B
----------------------------------------------------------------------------
</TABLE>
b. Shares being cancelled
<TABLE>
<CAPTION>
DESIGNATION OF SHARES NUMBER OF SHARES
<S> <C> <C> <C> <C> <C>
Issued and Authorized (For
Class Series Par Outstanding Treasury cancellation only)
----------------------------------------------------------------------------
Pfd 8.00% $3.125 58,827 0 0
Pfd 6.00% $100 0 0 0
series B
----------------------------------------------------------------------------
</TABLE>
c. after cancellation
<TABLE>
<CAPTION>
DESIGNATION OF SHARES NUMBER OF SHARES
<S> <C> <C> <C> <C> <C>
Issued and Authorized (For
Class Series Par Outstanding Treasury cancellation only)
----------------------------------------------------------------------------
Pfd 8.00% $3.125 164,309 -0- 775,472
Pfd 6.00% $100 5,095 -0- 9,994,774
series B
----------------------------------------------------------------------------
</TABLE>
*Authorized shares after cancellation on 2/28/89 Certificate were
erroneously reduced by the number of shares cancelled. This certificate
shows the correct number of Authorized shares for both classes.
Dated at Hartford, Connecticut this 19th day of March, 1990. We hereby
declare, under the penalties of false statement that the statements made in
the foregoing certificate are true.
----------------------------------------------------------------------------
Vice President Secretary
Alexander J. Kennedy Reginald L. Babcock
----------------------------------------------------------------------------
/s/ Alexander J. Kennedy /s/ R.L. Babcock
----------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C>
Filing Fee Certification Fee Total Fees
$9 | $ 12, |$71
</TABLE>
FILED 50exp.
STATE OF CONNECTICUT Recd/cc
MAR 23, 3:00PM '90 Lynn C. Blackwell c/o CNG
Julia H. Tashjian P.O. Box 1500, Htfd, CT 06144-1500
SECRETARY OF THE STATE
<PAGE>
Exhibit 3(i)
Page 154 of 189
STATE OF CONNECTICUT )
) SS. HARTFORD
OFFICE OF THE SECRETARY OF THE STATE )
I hereby certify that this is a true copy of record in this office.
In testimony whereof, I have hereunto set my hand, and affixed the Seal of
said State, at Hartford, this 26th day of March A.D. 1990
_________________________________________
Julia J. Tashjian
SECRETARY OF THE STATE
<PAGE>
Exhibit 3(i)
Page 155 of 189
CERTIFICATE AMENDING OR RESTATING CERTIFICATE OF INCORPORATION
61-38 REV. 4/89
Stock Corporation
STATE OF CONNECTICUT
SECRETARY OF THE STATE
30 TRINITY STREET
HARTFORD, CT 06106
---------------------------------------------------------------------------
1. Name of Corporation
Connecticut Natural Gas Corporation
---------------------------------------------------------------------------
2. The Certificate of Incorporation is: (Check one)
|X| A. Amended only, pursuant to Conn. Gen. Stat. section 33-360.
| | B. Amended and restated, pursuant to Conn. Gen. Stat. section 33-
362(c).
| | C. Restated only, pursuant to Conn. Gen. Stat. section 33-362(d).
(set forth here the resolution of amendment and/or restatement. Use
a 8 1/2 X 11 attached sheet if more space if needed)
A copy of the resolution of amendment is attached hereto as Exhibit
A.
See Attached Resolution.
| | D. Restated and superseded pursuant to Conn. Gen. Stat. section 33-
362(d).
(set forth here the resolution of amendment and/or restatement. Use
a 8 1/2 X 11 attached sheet if more space if needed).
(If 2A is checked, go to 5 to complete this certificate. If 2B or 2C is
checked, complete 3A or 3B. If 2D is checked, complete 4.)
3. (Check one)
| | A. This certificate purports merely to restate but not to change
the provisions of the original Certificate of Incorporation as
supplemented and amended to date, and there is no discrepancy
between the provisions of the original Certificate of
Incorporation as supplemented and amended to date, and the
provisions of this Restated Certificate of Incorporation. (If
3A is checked, go to 5 to complete this certificate).
| | B. This Restated Certificate of Incorporation shall give effect to
the amendment(s) and purports to restate all those provisions
now in effect not being amended by such amendment(s). (If 3B
is checked, check 4, if true, and go to 5 to complete this
Certificate.)
4. (Check, if true)
| | This restated Certificate of Incorporation was adopted by the
greatest vote which would have been required to amend any provision
of the Certificate of Incorporation as in effect before such vote and
supersedes such Certificate of Incorporation.
<PAGE>
Exhibit 3(i)
Page 156 of 189
5. The manner of adopting the resolution was as follows: (Check one A, or
B, or C)
|X| A. By the board of directors and shareholders, pursuant to Conn.
Gen. Stat. section 33-360. Vote of Shareholders: (Check (i) or
(ii), and check (iii) if applicable.)
(i) |X| No shares are required to be voted as a class; the
shareholder's vote was as follows:
Vote Required for Adoption 4,254,228 Vote Favoring Adoption
5,997,420
(ii) | | There are shares of more than one class entitled to vote
as a class. The designation of each class required for
adoption of the resolution and the vote of each class in
favor of adoption were as follows:
(Use an 8 1/2 X 11 attached sheet if more space is
needed).
(iii) |X| Check here if the corporation has 100 or more
recordholders, as defined in Conn. Gen. Stat. section 33-
311a(a).
| | B. By the board of directors acting alone, pursuant to Conn. Gen.
Stat. section 33-360(b)(2).
The number of affirmative votes required to adopt such resolution is:
________
The number of directors' votes in favor of the resolution was:
_______________
We hereby declare, under the penalties of false statement, that the
statements made in the foregoing certificate are true:
<TABLE>
<S> <C> <C> <C>
(Print or Type) Signature Print or Type Signature
---------------------------------------------------------------------------------------
Name of Pres. | |Name of Sec. |
Victor H. Frauenhofer |/s/Victor H. Frauenhofer |Reginald L. Babcock|/s/R. L. Babcock
---------------------------------------------------------------------------------------
| | C. The corporation does not have any shareholders. The resolution
was adopted by vote of at least two-thirds of the incorporators
before the organization meeting of the corporation, and
approved in writing by all subscribers (if any) for shares of
the corporation.
We (at least two-thirds of the incorporators) hereby declare, under the
penalties of false statement, that the statements made in the foregoing
certificate are true.
</TABLE>
<TABLE>
<S> <C> <C>
---------------------------------------------------------------------------------------
Signed |Signed |Signed
---------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------
Signed |Signed |Signed
---------------------------------------------------------------------------------------
</TABLE>
Dated at Hartford, Connecticut this 26th day of April, 1990
Approved by all subscribers, if none, so state: _____
(Use an 8 1/2 X 11 attached sheet if more space is needed)
Rec, CC, GS: (Type or Print
D.S. Shimkus
Murtha, Cullina, Richter & Pinney
CityPlace P.O. Box 3197
Hartford, CT 06103
----------------------------
Please provide filer's name and complete
address for mailing receipt
<PAGE>
Exhibit 3(i)
Page 157 of 189
EXHIBIT A
RESOLVED: That the Charter of Connecticut Natural Gas Corporation be
amended by the addition thereto of the following Director Liability
Limitation Amendment, subject to the approval of the Company's shareholders
entitled to vote thereon:
"DIRECTOR LIABILITY LIMITATION AMENDMENT
The personal liability of a director to the Company or its
shareholders for monetary damages for breach of duty as a director
shall be limited to an amount equal to the amount of compensation
received by the director for serving the Company during the calendar
year in which the violation occurred (and if the director received no
such compensation from the Company during the calendar year of the
violation, such director shall have no liability to the Company or
its shareholders for breach of duty) if such breach did not:
(A) involve a knowing and culpable violation of law by the
director;
(B) enable the director or an Associate, as defined in
subdivision (3) of Section 33-374d of the Connecticut Stock
Corporation Act as in effect at the time of the violation, to receive
an improper personal economic gain;
(C) show a lack of good faith and a conscious disregard for
the duty of the director to the Company under circumstances in which
the director was aware that his conduct or omission created an
unjustifiable risk of serious injury to the Company;
(D) constitute a sustained and unexcused pattern of
inattention that amounted to an abdication of the director's duty to
the Company; or
(E) create liability under Section 33-321 of the Connecticut
Stock Corporation Act as in effect at the time of the violation.
<PAGE>
Exhibit 3(i)
Page 158 of 189
Any repeal or modification of this Director Liability
Limitation Amendment shall not adversely affect any right or
protection of a director of the Company existing at the time of such
repeal or modification.
The effective date of the provisions of this Director Liability
Limitation Amendment shall be the date of filing with the Secretary
of State of the State of Connecticut of the Certificate of Amendment
which contains this Director Liability Limitation Amendment.
Nothing contained in this Director Liability Limitation
Amendment shall be construed to deny to the directors of the Company
any of the benefits provided by subsection (e) of Section 33-313 of
the Connecticut Stock Corporation Act, as in effect at the time of
the violation."
RESOLVED: That the preceding Director Liability Limitation Amendment
be submitted for approval, as required by statute, to the shareholders of
the Company entitled to vote thereon at the 1990 Annual Meeting of
Shareholders.
RESOLVED: That the proper officers of the Company be, and each of
them hereby is, authorized, empowered and directed to cause an appropriate
discussion concerning said Director Liability Limitation Amendment to be
prepared and included as part of the proxy material for said Annual
Meeting.
RESOLVED: That the proper officers of the Company be, and each of
them hereby is, authorized and empowered to prepare, execute, and file all
such documents as they shall deem necessary or appropriate in order to
effectuate the foregoing amendment of the Charter of the Company, in
accordance with the provisions or intent of the foregoing resolutions.
-2-
<PAGE>
Exhibit 3(i)
Page 159 of 189
(FORM)
CONFIRMATION OF FILING
AND RECEIPT OF FEES
STATE OF CONNECTICUT
OFFICE OF THE SECRETARY OF THE STATE
30 TRINITY STREET, HARTFORD, CONNECTICUT 06106
---------------------------------------------------------------------------
Name of Corporation
CONNECTICUT NATURAL GAS CORPORATION
<TABLE>
<S> <C> <C>
---------------------------------------------------------------------------
Document Filed Filing Date Total Fees Paid
AMENDING CERTIFICATE OF INCORPORATION 20/JUN/1990 $70.00
---------------------------------------------------------------------------
</TABLE>
The information shown above pertains to documents filed in this office on
account of the corporation indicated. The filing date is the date endorsed
on the document pursuant to Section 33-285 or 33-422 of the Connecticut
General Statutes.
Any questions regarding the filing should be addressed to:
CORPORATIONS DIVISION, SECRETARY OF STATE'S OFFICE, 30 TRINITY STREET,
HARTFORD, CONNECTICUT 06106
(Mail Label)
MURTHA, CULLINA, RICHTER & PINNEY
DANA SHIMKUS
185 ASYLUM STREET
HARTFORD, CT 06103
<PAGE>
Exhibit 3(i)
Page 160 of 189
CERTIFICATE AMENDING OR RESTATING CERTIFICATE OF INCORPORATION
61-38 REV. 9/90 052903A003 10/02/91R#37010
Stock Corporation 052903A003 10/02/91R#37100
STATE OF CONNECTICUT
SECRETARY OF THE STATE
30 TRINITY STREET
HARTFORD, CT 06106
---------------------------------------------------------------------------
1. Name of Corporation (Please enter name within lines)
Connecticut Natural Gas Corporation
---------------------------------------------------------------------------
2. The Certificate of Incorporation is: (Check one)
| | A. Amended only, pursuant to Conn. Gen. Stat. section 33-360.
|X| B. Amended only, to cancel authorized shares (state number of shares
to be cancelled, the class, the series, if any, and the par value,
P.A. 90-107.)
| | C. Restated only, pursuant to Conn. Gen. Stat. section 33-362(a).
| | D. Amended and restated, pursuant to Conn. Gen. Stat. section 33-
362(c).
| | E. Restated and superseded pursuant to Conn. Gen. Stat. section 33-
362(d).
Set forth here the resolution of amendment and/or restatement. Use an 8
1/2 X 11 attached sheet if more space if needed. Conn. Gen. Stat. section
1-9.
(see attached)
Cerfification: Resolution of Amendment Attachment I
Statement of Authorized Shares Attachment II
(If 2A or 2B is checked, go to 5 & 6 to complete this certificate. If 2C
or 2D is
checked, complete 3A or 3B. If 2E is checked, complete 4.)
3. (Check one)
| | A. This certificate purports merely to restate but not to change
the provisions of the original Certificate of Incorporation as
supplemented and amended to date, and there is no discrepancy
between the provisions of the original Certificate of
Incorporation as supplemented and amended to date, and the
provisions of this Restated Certificate of Incorporation. (If
3A is checked, go to 5 & 6 to complete this certificate.).
| | B. This Restated Certificate of Incorporation shall give effect to
the amendment(s) and purports to restate all those provisions
now in effect not being amended by such amendment(s). (If 3B
is checked, check 4, if true, and go to 5 & 6 to complete this
Certificate.)
4. (Check, if true)
| | This restated Certificate of Incorporation was adopted by the
greatest vote which would have been required to amend any provision
of the Certificate of Incorporation as in effect before such vote and
supersedes such Certificate of Incorporation.
<PAGE>
Exhibit 3(i)
Page 161 of 189
5. The manner of adopting the resolution was as follows: (Check one A, or
B, or C)
| | A. By the board of directors and shareholders, pursuant to Conn.
Gen. Stat. section 33-360. Vote of Shareholders: (Check (i) or
(ii), and check (iii) if applicable.)
(i) | | No shares are required to be voted as a class; the
shareholder's vote was as follows:
Vote Required for Adoption ________ Vote Favoring Adoption ________
(ii) | | There are shares of more than one class entitled to vote
as a class. The designation of each class required for
adoption of the resolution and the vote of each class in
favor of adoption were as follows:
(Use an 8 1/2 X 11 attached sheet if more space is
needed. Conn. Gen. Stat. section 1-9.)
(iii) | | Check here if the corporation has 100 or more
recordholders, as defined in Conn. Gen. Stat. section 33-
311a(a).
|X| B. By the board of directors acting alone, pursuant to Conn. Gen.
Stat. section 33-360(b)(2) or 33-362(a).
The number of affirmative votes required to adopt such resolution is:
___9____
The number of directors's votes in favor of the resolution was:
_______13______
We hereby declare, under the penalties of false statement, that the
statements made in the foregoing certificate are true:
<TABLE>
<S> <C> <C> <C>
(Print or Type) Signature Print or Type Signature
---------------------------------------------------------------------------------------
Name of Pres. | | Name of Assn't Sec.|
Victor H. Frauenhofer |/s/ Victor H. Frauenhofer| Lynn C. Blackwell |/s/Lynn C.Blackwell
-------------------------------------------------------------------------------------------
</TABLE>
| | C. The corporation does not have any shareholders. The resolution
was adopted by vote of at least two-thirds of the incorporators
before the organization meeting of the corporation, and
approved in writing by all subscribers for shares of the
corporation. If there are no subscribers, state NONE below.
We (at least two-thirds of the incorporators) hereby declare, under the
penalties of false statement, that the statements made in the foregoing
certificate are true.
<TABLE>
<S> <C> <C>
-------------------------------------------------------------------------------------------
Signed Incorporator |Signed Incorporator |Signed Incorporator
-------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------
Signed Subscriber |Signed Subscriber |Signed Subscriber
-------------------------------------------------------------------------------------------
</TABLE>
(Use an 8 1/2 X 11 attached sheet if more space is needed. Conn. Gen.
Stat. section 1-9)
6. Dated at Hartford, Connecticut this 1st day of October, 1991
FILED Lynn Blackwell
STATE OF CONNECTICUT Connecticut Natural Gas Corporation
OCT 2 1991 P.O. Box 1500
Pauline R. Kezer Hartford, CT 06144-1500
SECRETARY OF THE STATE ----------------------------
By __10___Time 12P.M. Please provide filer's name and complete
address for mailing receipt
<PAGE>
Exhibit 3(i)
Page 162 of 189
Attachment I to Certificate
Amending Certificate of
Incorporation to Cancel Shares
pursuant to P.A. 90-107
CERTIFICATION
I, Lynn C. Blackwell, Assistant Secretary of Connecticut Natural Gas
Corporation, hereby certify that the Resolution set forth below is a full,
true and correct copy of a Resolution duly adopted by the Board of
Directors of Connecticut Natural Gas Corporation at a duly constituted
meeting on September 24, 1991, that said resolution appears in the minutes
of said meeting, and that the same has not been rescinded or modified and
is now in full force and effect.
RESOLVED: That the cancellation from time to time of those shares of the
Corporation's $3.125 Par Preferred Stock and shares of $100 Par
Serial Preferred Stock which were redeemed, repurchased or
otherwise reacquired by the Corporation on or before December
31, 1989 be and it hereby is approved, ratified and confirmed;
and that the filing from time to time by officers of the
Company of certificates for the cancellation of said shares
with the Office of the Secretary of State be and hereby is
approved, ratified and confirmed; and that the proper officers
of the Corporation be, and they hereby are, authorized and
directed to prepare and file with the Office of the Secretary
of the State an amendment to the certificate of incorporation
to reduce the authorized shares of the Corporation in
connection with such cancellations.
RESOLVED: That those shares of the Corporation;s $3.125 Par Preferred
Stock and $100 Par Serial Preferred Stock which have been
redeemed, repurchased or otherwise reacquired by the
Corporation after December 31, 1989 through December 31, 1990
be and they hereby are cancelled; and that the certificate of
incorporation of the Corporation be amended to reflect that the
total number of shares of the Corporation's $3.125 Par
Preferred Stock and $100 Par Serial Preferred Stock, after
giving effect to all cancellations of such shares, is as
follows:
$3.125 Par Preferred Stock - 937,443 shares
$100 Par Serial Preferred Stock - 9,999,867 shares
<PAGE>
Exhibit 3(i)
Page 163 of 189
CERTIFICATION
September 26, 1991
Page Two
and that the officers of the Corporation be and they hereby are
authorized to file with the Office of the Secretary of State a
certificate of amendment to the certificate of incorporation of
the Corporation reflecting that such redeemed, repurchased or
otherwise reacquired shares have been cancelled and indicating
the total number of shares which remain authorized to be issued
following such cancellation, as set forth above.
DATED this 26th day of September 1991,
__________________________________
Lynn C. Blackwell
Assistant Secretary
(SEAL)
<PAGE>
Exhibit 3(i)
Page 164 of 189
ATTACHMENT 2 TO CERTIFICATE
AMENDING CERTIFICATE OF
INCORPORATION
TO CANCEL SHARES PURSUANT
TO P.A. 90-107
CONNECTICUT NATURAL GAS CORPORATION
STATEMENT OF AUTHORIZED SHARES
I. NUMBER OF SHARES AUTHORIZED AFTER ALL CANCELLATION CERTIFICATES FILED
<TABLE>
<S> <C> <C> <C>
Class Series Par Authorized
________________________________________________________________
Preferred 8.00% $3.125 939,781
Preferred 6.00% $100 9,999,869
</TABLE>
*Number of Shares Authorized After Giving
Effect to All Cancellations Made Effective by
the Filing of One or More Certificates of
Cancellation Prior to the Effective Date of
P.A. 90-107:
II. AUTHORIZED SHARES CANCELLED
From December 31, 1989 through December 31, 1990
<TABLE>
<S> <C> <C> <C> <C>
Class Series Par Cancelled Authorized
________________________________________________________________
Preferred 8.00% $3.125 2,338 937,443
Preferred 6.00% $100 2 9,999,867
</TABLE>
<PAGE>
Exhibit 3(i)
Page 165 of 189
STATE OF CONNECTICUT )
) SS. HARTFORD
OFFICE OF THE SECRETARY OF THE STATE)
I hereby certify that this is a true copy of record in this Office
In Testimony whereof, I have hereunto set my hand and affixed the seal of
said State, at Hartford this 3rd day of October, A.D. 1991
Pauline R. Kezer
______________________
Secretary of the State
<PAGE>
Exhibit 3(i)
Page 166 of 189
CERTIFICATE AMENDING OR RESTATING CERTIFICATE OF INCORPORATION
61-38 REV. 9/90 052903A003 10/02/91R#37010
Stock Corporation 052903A003 10/02/91R#37100
STATE OF CONNECTICUT
SECRETARY OF THE STATE
30 TRINITY STREET
HARTFORD, CT 06106
---------------------------------------------------------------------------
1. Name of Corporation (Please enter name within lines)
Connecticut Natural Gas Corporation
---------------------------------------------------------------------------
2. The Certificate of Incorporation is: (Check one)
| | A. Amended only, pursuant to Conn. Gen. Stat. section 33-360.
|X| B. Amended only, to cancel authorized shares (state number of shares
to be cancelled, the class, the series, if any, and the par value,
P.A. 90-107.)
| | C. Restated only, pursuant to Conn. Gen. Stat. section 33-362(a).
| | D. Amended and restated, pursuant to Conn. Gen. Stat. section 33-
362(c).
| | E. Restated and superseded pursuant to Conn. Gen. Stat. section 33-
362(d).
Set forth here the resolution of amendment and/or restatement. Use
an 8 1/2 X 11 attached sheet if more space if needed. Conn. Gen.
Stat. section 1-9.
(SEE ATTACHED RESOLUTION)
(If 2A or 2B is checked, go to 5 & 6 to complete this certificate. If 2C
or 2D is checked, complete 3A or 3B. If 2E is checked, complete 4.)
3. (Check one)
| | A. This certificate purports merely to restate but not to change
the provisions of the original Certificate of Incorporation as
supplemented and amended to date, and there is no discrepancy
between the provisions of the original Certificate of
Incorporation as supplemented and amended to date, and the
provisions of this Restated Certificate of Incorporation. (If
3A is checked, go to 5 & 6 to complete this certificate.).
| | B. This Restated Certificate of Incorporation shall give effect to
the amendment(s) and purports to restate all those provisions
now in effect not being amended by such amendment(s). (If 3B
is checked, check 4, if true, and go to 5 & 6 to complete this
Certificate.)
4. (Check, if true)
| | This restated Certificate of Incorporation was adopted by the
greatest vote which would have been required to amend any provision
of the Certificate of Incorporation as in effect before such vote and
supersedes such Certificate of Incorporation.
<PAGE>
Exhibit 3(i)
Page 167 of 189
5. The manner of adopting the resolution was as follows: (Check one A, or
B, or C)
| | A. By the board of directors and shareholders, pursuant to Conn.
Gen. Stat. section 33-360. Vote of Shareholders: (Check (i) or
(ii), and check (iii) if applicable.)
(i) | | No shares are required to be voted as a class; the
shareholder's vote was as follows:
Vote Required for Adoption ________ Vote Favoring Adoption ________
(ii) | | There are shares of more than one class entitled to vote
as a class. The designation of each class required for
adoption of the resolution and the vote of each class in
favor of adoption were as follows:
(Use an 8 1/2 X 11 attached sheet if more space is
needed. Conn. Gen. Stat. section 1-9.)
(iii) | | Check here if the corporation has 100 or more
recordholders, as defined in Conn. Gen. Stat. section 33-
311a(a).
|X| B. By the board of directors acting alone, pursuant to Conn. Gen.
Stat. section 33-360(b)(2) or 33-362(a).
The number of affirmative votes required to adopt such resolution is:
___9____
The number of directors's votes in favor of the resolution was:
_______13______
We hereby declare, under the penalties of false statement, that the
statements made in the foregoing certificate are true:
<TABLE>
<S> <C> <C> <C>
(Print or Type) Signature Print or Type Signature
---------------------------------------------------------------------------------------
Name of V. Pres. | | Name of Assn't Sec.|
Reginald L. Babcock |/s/ R. L. Babcock | Lynn C. Blackwell |/s/Lynn C.Blackwell
-------------------------------------------------------------------------------------------
</TABLE>
| | C. The corporation does not have any shareholders. The resolution
was adopted by vote of at least two-thirds of the incorporators
before the organization meeting of the corporation, and
approved in writing by all subscribers for shares of the
corporation. If there are no subscribers, state NONE below.
We (at least two-thirds of the incorporators) hereby declare, under the
penalties of false statement, that the statements made in the foregoing
certificate are true.
<TABLE>
<S> <C> <C>
-------------------------------------------------------------------------------------------
Signed Incorporator |Signed Incorporator |Signed Incorporator
-------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------
Signed Subscriber |Signed Subscriber |Signed Subscriber
-------------------------------------------------------------------------------------------
</TABLE>
(Use an 8 1/2 X 11 attached sheet if more space is needed. Conn. Gen.
Stat. section 1-9)
6. Dated at Hartford, Connecticut this 26th day of November, 1991
FILED Lynn C. Blackwell
STATE OF CONNECTICUT Connecticut Natural Gas Corporation
NOV 27 1991 P.O. Box 1500
Pauline R. Kezer Hartford, CT 06144-1500
SECRETARY OF THE STATE ----------------------------
Please provide filer's name and complete
address for mailing receipt
<PAGE>
<PAGE>
Exhibit 3(i)
Page 168 of 189
CERTIFICATION
I, Lynn C. Blackwell, Assistant Secretary of Connecticut Natural Gas
Corporation, hereby certify that the Resolution set forth below is a full,
true and correct copy of a Resolution duly adopted by the Board of
Directors of Connecticut Natural Gas Corporation at a duly constituted
meeting on November 26, 1991, that said resolution appears in the minutes
of said meeting, and that the same has not been rescinded or modified and
is now in full force and effect.
PREFERRED STOCK
---------------
RESOLVED: That those shares of the Corporation's $3.125 Par Preferred
Stock and $100 Par Serial Preferred Stock which have been
redeemed, repurchased or otherwise reacquired by the
Corporation after December 31, 1990 through September 30, 1991
be and they hereby are cancelled; and that the certificate of
incorporation of the Corporation be amended to reflect that the
total number of shares of the Corporation's $3.125 Par
Preferred Stock and $100 Par Serial Preferred Stock, after
giving effect to all cancellations of such shares, is as
follows:
<TABLE>
<S> <C> <C> <C> <C>
Class Series Par Cancelled Authorized
-------- -------- ------- --------- ------------
Preferred 8.00 % $3.125 900 936,543
Preferred 6.00 % $100 65 9,999,802
</TABLE>
and that the officers of the Corporation be and they hereby are authorized
to file with the Office of the Secretary of State a certificate of
amendment to the certificate of incorporation of the Corporation reflecting
that such redeemed, repurchased or otherwise reacquired shares have been
cancelled and indicating the total number of shares which remain authorized
to be issued following such cancellation, as set forth above.
DATED this 26th day of November 1991,
__________________________________
Lynn C. Blackwell
Assistant Secretary
(SEAL)
<PAGE>
Exhibit 3(i)
Page 169 of 189
STATE OF CONNECTICUT )
) SS. HARTFORD
OFFICE OF THE SECRETARY OF THE STATE)
I hereby certify that this is a true copy of record in this Office
In Testimony whereof, I have hereunto set my hand and affixed the seal of
said State, at Hartford this 29th day of November, A.D. 1991
Pauline R. Kezer
______________________
Secretary of the State
<PAGE>
Exhibit 3(i)
Page 170 of 189
CERTIFICATE AMENDING OR RESTATING CERTIFICATE OF INCORPORATION
61-38 REV. 9/90 206461A004 10/30/92R#37010 75.00
Stock Corporation 206461A004 10/30/92R#37100 50.00
STATE OF CONNECTICUT
SECRETARY OF THE STATE
30 TRINITY STREET
HARTFORD, CT 06106
---------------------------------------------------------------------------
1. Name of Corporation (Please enter name within lines)
Connecticut Natural Gas Corporation
---------------------------------------------------------------------------
2. The Certificate of Incorporation is: (Check one)
| | A. Amended only, pursuant to Conn. Gen. Stat. section 33-360.
|X| B. Amended only, to cancel authorized shares (state number of shares
to be cancelled, the class, the series, if any, and the par value,
P.A. 90-107.)
| | C. Restated only, pursuant to Conn. Gen. Stat. section 33-362(a).
| | D. Amended and restated, pursuant to Conn. Gen. Stat. section 33-
362(c).
| | E. Restated and superseded pursuant to Conn. Gen. Stat. section 33-
362(d).
Set forth here the resolution of amendment and/or restatement. Use an 8
1/2 X 11 attached sheet if more space if needed. Conn. Gen. Stat. section
1-9.
See Attached Resolution.
(SEAL OF THE STATE OF CONNECTICUT)
(If 2A or 2B is checked, go to 5 & 6 to complete this certificate. If 2C
or 2D is checked, complete 3A or 3B. If 2E is checked, complete 4.)
3. (Check one)
| | A. This certificate purports merely to restate but not to change the
provisions of the original Certificate of Incorporation as
supplemented and amended to date, and there is no discrepancy
between the provisions of the original Certificate of Incorporation
as supplemented and amended to date, and the provisions of this
Restated Certificate of Incorporation. (If 3A is checked, go to 5 &
6 to complete this certificate.).
| | B. This Restated Certificate of Incorporation shall give effect to the
amendment(s) and purports to restate all those provisions now in
effect not being amended by such amendment(s). (If 3B is checked,
check 4, if true, and go to 5 & 6 to complete this Certificate.)
4. (Check, if true)
| | This restated Certificate of Incorporation was adopted by the
greatest vote which would have been required to amend any provision
of the Certificate of Incorporation as in effect before such vote and
supersedes such Certificate of Incorporation.
<PAGE>
Exhibit 3(i)
Page 171 of 189
5. The manner of adopting the resolution was as follows: (Check one A, or
B, or C)
---
| | A. By the board of directors and shareholders, pursuant to Conn. Gen.
Stat. section 33-360. Vote of Shareholders: (Check (i) or (ii), and
check (iii) if applicable.)
(i) | | No shares are required to be voted as a class; the
shareholder's vote was as follows:
Vote Required for Adoption ________ Vote Favoring Adoption ________
(ii) | | There are shares of more than one class entitled to vote
as a class. The designation of each class required for
adoption of the resolution and the vote of each class in
favor of adoption were as follows:
(Use an 8 1/2 X 11 attached sheet if more space is
needed. Conn. Gen. Stat. section 1-9.)
(iii) | | Check here if the corporation has 100 or more
recordholders, as defined in Conn. Gen. Stat. section 33-
311a(a).
|X| B. By the board of directors acting alone, pursuant to Conn. Gen. Stat.
section 33-360(b)(2) or 33-362(a).
The number of affirmative votes required to adopt such resolution is:
___8____
The number of directors' votes in favor of the resolution was:
_______10______
We hereby declare, under the penalties of false statement, that the
statements made in the foregoing certificate are true:
<TABLE>
<S> <C> <C> <C>
(Print or Type) Signature (Print or Type) Signature
-------------------------------------------------------------------------------------------
Name of V. Pres. | | Name of Assn't Sec. |
Reginald L. Babcock | /s/ R. L. Babcock | Lynn C. Blackwell |/s/Lynn C. Blackwell
-------------------------------------------------------------------------------------------
</TABLE>
| | C. The corporation does not have any shareholders. The resolution was
adopted by vote of at least two-thirds of the incorporators before
the organization meeting of the corporation, and approved in writing
by all subscribers for shares of the corporation. If there are no
subscribers, state NONE below.
----
We (at least two-thirds of the incorporators) hereby declare, under the
penalties of false statement, that the statements made in the foregoing
certificate are true.
<TABLE>
<S> <C> <C>
-------------------------------------------------------------------------------------------
Signed Incorporator |Signed Incorporator |Signed Incorporator
-------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------
Signed Subscriber |Signed Subscriber |Signed Subscriber
-------------------------------------------------------------------------------------------
</TABLE>
(Use an 8 1/2 X 11 attached sheet if more space is needed. Conn. Gen.
Stat. section 1-9)
6. Dated at Hartford, Connecticut this 29th day of October, 1992
FILED Lynn C. Blackwell, Esq.
STATE OF CONNECTICUT Connecticut Natural Gas Corporation
OCT 30 1992 P.O. Box 1500
Pauline R. Kezer Hartford, CT 06144-1500
SECRETARY OF THE STATE ----------------------------
By __10___Time _3_P.M. Please provide filer's name and complete
address for mailing receipt<PAGE>
Exhibit 3(i)
Page 172 of 189
CONFIRMATION OF FILING STATE OF CONNECTICUT
AND RECEIPT OF FEES Office of the Secretary of the State
61-304 REV. 2/89 Commercial Recording Division
30 TRINITY STREET, HARTFORD, CONNECTICUT 06106
---------------------------------------------------------------------------
---------------------------------------------------------------------------
NAME OF CORPORATION
CONNECTICUT NATURAL GAS CORPORATION
<TABLE>
<S> <C>
---------------------------------------------------------------------------
DOCUMENT FILED | FILING DATE |
TOTAL FEES PAID
---------------------------------------------------------------------------
AMEND CERTIFICATE OF INCORPORATION | 30/OCT/1992 |
$125.00
---------------------------------------------------------------------------
</TABLE>
The information shown above pertains to documents filed in this office on
account of the corporation indicated. The filing date endorsed on the
document pursuant to Section 33-285 or 33-422 of the Connecticut General
Statutes. Any questions regarding this filing should be addressed to :
THE ABOVE ADDRESS
_ _
| |
LYNN C BLACKWELL ESQ
CT NATURAL GAS CORP
PO BOX 1500
HARTFORD CT 06144
|_ _|
<PAGE>
Exhibit 3(i)
Page 173 of 189
CERTIFICATION
I, Lynn C. Blackwell, Assistant Secretary of Connecticut Natural Gas
Corporation, hereby certify that the Resolution set forth below is a full,
true and correct copy of a Resolution duly adopted by the Board of
Directors of Connecticut Natural Gas Corporation at a duly constituted
meeting on October 27, 1992, that said resolution appears in the minutes of
said meeting, and that the same has not been rescinded or modified and is
now in full force and effect.
PREFERRED STOCK
---------------
RESOLVED: That those shares of the Corporation's $3.125 Par Preferred
Stock and $100 Par Serial Preferred Stock which have been
redeemed, repurchased or otherwise reacquired by the Corporation
after September 30, 1991 through September 30, 1992 be and they
hereby are cancelled; and that the certificate of incorporation
of the Corporation be amended to reflect that the total number
of shares of the Corporation's $3.125 Par Preferred Stock and
$100 Par Serial Preferred Stock, after giving effect to all
cancellations of such shares, is as follows:
<TABLE>
<S> <C> <C> <C> <C>
Class Series Par Cancelled Authorized
----- ------ --- --------- ----------
Preferred 8.00% $3.125 2,804 933,739
Preferred 6.00% $100 158 9,999,644
</TABLE>
(SEAL OF THE STATE OF CONNECTICUT)
and that the officers of the corporation be and they hereby are
authorized to file with the Office of the Secretary of State a
certificate of amendment to the certificate of incorporation of
the Corporation reflecting that such redeemed, repurchased or
otherwise reacquired shares have been cancelled and indicating
the total number of shares which remain authorized to be issued
following such cancellation, as set forth above.
DATED this 29th day of October, 1992,
/s/Lynn C. Blackwell
---------------------------------
Lynn C. Blackwell
Assistant Secretary
<PAGE>
Exhibit 3(i)
Page 174 of 189
STATE OF CONNECTICUT )
) SS. HARTFORD
OFFICE OF THE SECRETARY OF THE STATE)
I hereby certify that this is a true copy of record
in this Office
In Testimony whereof, I have hereunto set my hand,
and affixed the Seal of said State, at Hartford,
this 2nd day of Nov A.D. 1992
Pauline R. Kezer
---------------------------------
SECRETARY OF THE STATE
<PAGE>
Exhibit 3(i)
Page 175 of 189
CERTIFICATE AMENDING OR RESTATING CERTIFICATE OF INCORPORATION
61-38 REV. 9/90 160330A002 10/27/93R#37010 75.00
Stock Corporation 160330A002 10/27/93R#37100 50.00
STATE OF CONNECTICUT
SECRETARY OF THE STATE
30 TRINITY STREET
HARTFORD, CT 06106
---------------------------------------------------------------------------
1. Name of Corporation (Please enter name within lines)
Connecticut Natural Gas Corporation
---------------------------------------------------------------------------
2. The Certificate of Incorporation is: (Check one)
| | A. Amended only, pursuant to Conn. Gen. Stat. section 33-360.
|X| B. Amended only, to cancel authorized shares (state number of shares
to be cancelled, the class, the series, if any, and the par value,
P.A. 90-107.)
| | C. Restated only, pursuant to Conn. Gen. Stat. section 33-362(a).
| | D. Amended and restated, pursuant to Conn. Gen. Stat. section 33-
362(c).
| | E. Restated and superseded pursuant to Conn. Gen. Stat. section 33-
362(d).
Set forth here the resolution of amendment and/or restatement. Use an 8
1/2 X 11 attached sheet if more space if needed. Conn. Gen. Stat. section
1-9.
See Attached Resolution.
(SEAL OF THE STATE OF CONNECTICUT)
(If 2A or 2B is checked, go to 5 & 6 to complete this certificate. If 2C
or 2D is checked, complete 3A or 3B. If 2E is checked, complete 4.)
3. (Check one)
| | A. This certificate purports merely to restate but not to change the
provisions of the original Certificate of Incorporation as
supplemented and amended to date, and there is no discrepancy
between the provisions of the original Certificate of Incorporation
as supplemented and amended to date, and the provisions of this
Restated Certificate of Incorporation. (If 3A is checked, go to 5 &
6 to complete this certificate.).
| | B. This Restated Certificate of Incorporation shall give effect to the
amendment(s) and purports to restate all those provisions now in
effect not being amended by such amendment(s). (If 3B is checked,
check 4, if true, and go to 5 & 6 to complete this Certificate.)
4. (Check, if true)
| | This restated Certificate of Incorporation was adopted by the
greatest vote which would have been required to amend any provision
of the Certificate of Incorporation as in effect before such vote and
supersedes such Certificate of Incorporation.
<PAGE>
Exhibit 3(i)
Page 176 of 189
5. The manner of adopting the resolution was as follows: (Check one A, or
B, or C)
---
| | A. By the board of directors and shareholders, pursuant to Conn. Gen.
Stat. section 33-360. Vote of Shareholders: (Check (i) or (ii), and
check (iii) if applicable.)
(i) | | No shares are required to be voted as a class; the
shareholder's vote was as follows:
Vote Required for Adoption ________ Vote Favoring Adoption ________
(ii) | | There are shares of more than one class entitled to vote
as a class. The designation of each class required for
adoption of the resolution and the vote of each class in
favor of adoption were as follows:
(Use an 8 1/2 X 11 attached sheet if more space is
needed. Conn. Gen. Stat. section 1-9.)
(iii) | | Check here if the corporation has 100 or more
recordholders, as defined in Conn. Gen. Stat. section 33-
311a(a).
|X| B. By the board of directors acting alone, pursuant to Conn. Gen. Stat.
section 33-360(b)(2) or 33-362(a).
The number of affirmative votes required to adopt such resolution is:
___8____
The number of directors' votes in favor of the resolution was:
_______12______
We hereby declare, under the penalties of false statement, that the
statements made in the foregoing certificate are true:
<TABLE>
<S> <C> <C> <C>
(Print or Type) Signature (Print or Type) Signature
-------------------------------------------------------------------------------------------
Name of V. Pres. | | Name of Assn't Sec. |
Reginald L. Babcock | /s/ R. L. Babcock | Lynn C. Blackwell |/s/Lynn C. Blackwell
-------------------------------------------------------------------------------------------
</TABLE>
| | C. The corporation does not have any shareholders. The resolution was
adopted by vote of at least two-thirds of the incorporators before
the organization meeting of the corporation, and approved in writing
by all subscribers for shares of the corporation. If there are no
subscribers, state NONE below.
----
We (at least two-thirds of the incorporators) hereby declare, under the
penalties of false statement, that the statements made in the foregoing
certificate are true.
<TABLE>
<S> <C> <C>
-------------------------------------------------------------------------------------------
Signed Incorporator |Signed Incorporator |Signed Incorporator
-------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------
Signed Subscriber |Signed Subscriber |Signed Subscriber
-------------------------------------------------------------------------------------------
</TABLE>
(Use an 8 1/2 X 11 attached sheet if more space is needed. Conn. Gen.
Stat. section 1-9)
6. Dated at Hartford, Connecticut this 27th day of October, 1993
FILED Lynn C. Blackwell, Esq.
STATE OF CONNECTICUT FF 50 Connecticut Natural Gas Corporation
OCT 27 1993 1cc 25 P.O. Box 1500
Pauline R. Kezer Exp 50 Hartford, CT 06144-1500
SECRETARY OF THE STATE ------ ----------------------------
By _M.S.__Time _3_P.M. $125.00 Please provide filer's name and complete
address for mailing receipt
<PAGE>
Exhibit 3(i)
Page 177 of 189
CERTIFICATION
I, Lynn C. Blackwell, Assistant Secretary of Connecticut Natural Gas
Corporation, hereby certify that the Resolution set forth below is a full,
true and correct copy of a Resolution duly adopted by the Board of
Directors of Connecticut Natural Gas Corporation at a duly constituted
meeting on October 26, 1993, that said resolution appears in the minutes of
said meeting, and that the same has not been rescinded or modified and is
now in full force and effect.
PREFERRED STOCK
---------------
RESOLVED: That those shares of the Corporation's $3.125 Par
Preferred Stock and $100 Par Serial Preferred Stock which
have been redeemed, repurchased or otherwise reacquired
by the Corporation after September 30, 1992 through
September 30, 1993 be and they hereby are cancelled; and
that the certificate of incorporation of the Corporation
be amended to reflect that the total number of shares of
the Corporation's $3.125 Par Preferred Stock and $100 Par
Serial Preferred Stock, after giving effect to all
cancellations of such shares, is as follows:
<TABLE>
<S> <C> <C> <C> <C>
Class Series Par Cancelled Authorized
----- ------ --- --------- ----------
Preferred 8.00% $3.125 6,052 927,687
Preferred 6.00% $100 -0- 9,999,644
</TABLE>
(SEAL OF THE STATE OF CONNECTICUT)
and that the officers of the corporation be and they hereby are
authorized to file with the Office of the Secretary of State a
certificate of amendment to the certificate of incorporation of the
Corporation reflecting that such redeemed, repurchased or otherwise
reacquired shares have been cancelled and indicating the total number
of shares which remain authorized to be issued following such
cancellation, as set forth above.
DATED this 27th day of October, 1993,
/s/Lynn C. Blackwell
---------------------------------
Lynn C. Blackwell
Assistant Secretary
(SEAL)
<PAGE>
Exhibit 3(i)
Page 178 of 189
STATE OF CONNECTICUT )
) SS. HARTFORD
OFFICE OF THE SECRETARY OF THE STATE)
I hereby certify that this is a true copy of record
in this Office
In Testimony whereof, I have hereunto set my hand,
and affixed the Seal of said State, at Hartford,
this 28th day of October A.D. 1993
Pauline R. Kezer
---------------------------------
SECRETARY OF THE STATE
<PAGE>
Exhibit 3(i)
Page 179 of 189
CONFIRMATION OF FILING STATE OF CONNECTICUT
AND RECEIPT OF FEES Office of the Secretary of the State
61-304 REV. 2/89 Commercial Recording Division
30 TRINITY STREET, HARTFORD, CONNECTICUT 06106
---------------------------------------------------------------------------
NAME OF CORPORATION
CONNECTICUT NATURAL GAS CORPORATION
<TABLE>
<S> <C> <C>
---------------------------------------------------------------------------
DOCUMENT FILED | FILING DATE | TOTAL FEES PAID
---------------------------------------------------------------------------
SHARES AMENDMENTS | 27/OCT/1993 | $125.00
---------------------------------------------------------------------------
</TABLE>
The information shown above pertains to documents filed in this office on
account of the corporation indicated. The filing date endorsed on the
document pursuant to Section 33-285 or 33-422 of the Connecticut General
Statutes. Any questions regarding this filing should be addressed to :
THE ABOVE ADDRESS
_ _
| |
LYNN C BLACKWELL ESQ
CT NATURAL GAS CORP
PO BOX 1500
HARTFORD CT 06144
|_ _|
<PAGE>
Exhibit 3(i)
Page 180 of 189
CERTIFICATE AMENDING OR RESTATING CERTIFICATE OF INCORPORATION
61-38 REV. 9/90
Stock Corporation
STATE OF CONNECTICUT
SECRETARY OF THE STATE
30 TRINITY STREET
HARTFORD, CT 06106
---------------------------------------------------------------------------
1. Name of Corporation (Please enter name within lines)
CONNECTICUT NATURAL GAS CORPORATION
---------------------------------------------------------------------------
2. The Certificate of Incorporation is: (Check one)
| | A. Amended only, pursuant to Conn. Gen. Stat. section 33-360.
|X| B. Amended only, to cancel authorized shares (state number of shares
to be cancelled, the class, the series, if any, and the par value,
P.A. 90-107.)
| | C. Restated only, pursuant to Conn. Gen. Stat. section 33-362(a).
| | D. Amended and restated, pursuant to Conn. Gen. Stat. section 33-
362(c).
| | E. Restated and superseded pursuant to Conn. Gen. Stat. section 33-
362(d).
Set forth here the resolution of amendment and/or restatement. Use an 8
1/2 X 11 attached sheet if more space if needed. Conn. Gen. Stat. section
1-9.
See Attached
(SEAL OF THE STATE OF CONNECTICUT)
(If 2A or 2B is checked, go to 5 & 6 to complete this certificate. If 2C
or 2D is checked, complete 3A or 3B. If 2E is checked, complete 4.)
3. (Check one)
| | A. This certificate purports merely to restate but not to change the
provisions of the original Certificate of Incorporation as
supplemented and amended to date, and there is no discrepancy
between the provisions of the original Certificate of Incorporation
as supplemented and amended to date, and the provisions of this
Restated Certificate of Incorporation. (If 3A is checked, go to 5 &
6 to complete this certificate.).
| | B. This Restated Certificate of Incorporation shall give effect to the
amendment(s) and purports to restate all those provisions now in
effect not being amended by such amendment(s). (If 3B is checked,
check 4, if true, and go to 5 & 6 to complete this Certificate.)
4. (Check, if true)
| | This restated Certificate of Incorporation was adopted by the
greatest vote which would have been required to amend any provision
of the Certificate of Incorporation as in effect before such vote and
supersedes such Certificate of Incorporation.
<PAGE>
Exhibit 3(i)
Page 181 of 189
5. The manner of adopting the resolution was as follows: (Check one A, or
B, or C)
---
| | A. By the board of directors and shareholders, pursuant to Conn. Gen.
Stat. section 33-360. Vote of Shareholders: (Check (i) or (ii), and
check (iii) if applicable.)
(i) | | No shares are required to be voted as a class; the
shareholder's vote was as follows:
Vote Required for Adoption ________ Vote Favoring Adoption ________
(ii) | | There are shares of more than one class entitled to vote
as a class. The designation of each class required for
adoption of the resolution and the vote of each class in
favor of adoption were as follows:
(Use an 8 1/2 X 11 attached sheet if more space is
needed. Conn. Gen. Stat. section 1-9.)
(iii) | | Check here if the corporation has 100 or more
recordholders, as defined in Conn. Gen. Stat. section 33-
311a(a).
|X| B. By the board of directors acting alone, pursuant to Conn. Gen. Stat.
section 33-360(b)(2) or 33-362(a).
The number of affirmative votes required to adopt such resolution is:
___8____
The number of directors' votes in favor of the resolution was:
_______11______
We hereby declare, under the penalties of false statement, that the
statements made in the foregoing certificate are true:
<TABLE>
<S> <C> <C> <C>
(Print or Type) Signature (Print or Type) Signature
-------------------------------------------------------------------------------------------
Name of V. Pres. | | Name of Assn't Sec. |
Reginald L. Babcock | /s/ R. L. Babcock | Lynn C. Blackwell |/s/Lynn C. Blackwell
-------------------------------------------------------------------------------------------
</TABLE>
| | C. The corporation does not have any shareholders. The resolution was
adopted by vote of at least two-thirds of the incorporators before
the organization meeting of the corporation, and approved in writing
by all subscribers for shares of the corporation. If there are no
subscribers, state NONE below.
----
We (at least two-thirds of the incorporators) hereby declare, under the
penalties of false statement, that the statements made in the foregoing
certificate are true.
<TABLE>
<S> <C> <C>
-------------------------------------------------------------------------------------------
Signed Incorporator |Signed Incorporator |Signed Incorporator
-------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------
Signed Subscriber |Signed Subscriber |Signed Subscriber
-------------------------------------------------------------------------------------------
</TABLE>
(Use an 8 1/2 X 11 attached sheet if more space is needed. Conn. Gen.
Stat. section 1-9)
6. Dated at Hartford, Connecticut this 4th day of November, 1994
FILED LYNN C. BLACKWELL
STATE OF CONNECTICUT 25 cc CONNECTICUT NATURAL GAS CORPORATION
NOV 14 1994 50 FF P.O. BOX 1500
Pauline R. Kezer 50 EXP HARTFORD, CT 06144-1500
SECRETARY OF THE STATE ------ ----------------------------
By SML__Time _9_A.M. $125.00 Please provide filer's name and complete
address for mailing receipt
<PAGE>
Exhibit 3(i)
Page 182 of 189
CERTIFICATION
I, Reginald L. Babcock, Secretary of Connecticut Natural Gas Corporation,
hereby certify that the Resolution set forth below is a full, true and
correct copy of a Resolution duly adopted by the Board of Directors of
Connecticut Natural Gas Corporation at a duty constituted meeting on
October 25, 1994, that said Resolution appears in the minutes of said
meeting, and that the same has not rescinded or modified and is now in full
force and effect.
PREFERRED STOCK
---------------
RESOLVED: That those shares of the Corporation's $3.125 Par
Preferred Stock and $100 Par Serial Preferred Stock which
have been redeemed, repurchased or otherwise reacquired
by the Corporation after September 30, 1993 through
September 30, 1994 be and they hereby are cancelled; and
that the certificate of incorporation of the Corporation
be amended to reflect that the total number of shares of
the Corporation's $3.125 Par Preferred Stock and $100 Par
Serial Preferred Stock, after giving effect to all
cancellations of such shares, is as follows:
<TABLE>
<S> <C> <C> <C> <C>
Class Series Par Cancelled Authorized
----- ------ --- --------- ----------
Preferred 8.00% $3.125 10,735 916,952
Preferred 6.00% $100 9 9,999,635
</TABLE>
and that the officers of the corporation be and they hereby are
authorized to file with the Office of the Secretary of State a
certificate of amendment to the certificate of incorporation of the
Corporation reflecting that such redeemed, repurchased or otherwise
reacquired shares have been cancelled and indicating the total number
of shares which remain authorized to be issued following such
cancellation, as set forth above.
DATED this 25th day of October, 1994,
(SEAL OF STATE OF CONNECTICUT)
/s/Reginald L. Babcock
---------------------------------
Reginald L. Babcock
Secretary
(SEAL)
(CNG SEAL)
<PAGE>
Exhibit 3(i)
Page 183 of 189
(Back side of Certification)
STATE OF CONNECTICUT )
) SS. HARTFORD
OFFICE OF THE SECRETARY OF THE STATE)
I hereby certify that this is a true copy of record
in this Office
In Testimony whereof, I have hereunto set my hand,
and affixed the Seal of said State, at Hartford,
this 14th day of November A.D. 1994
Pauline R. Kezer
---------------------------------
SECRETARY OF THE STATE
<PAGE>
Exhibit 3(i)
Page 184 of 189
CONFIRMATION OF FILING STATE OF CONNECTICUT
AND RECEIPT OF FEES Office of the Secretary of the State
61-304 REV. 2/89 Commercial Recording Division
30 TRINITY STREET, HARTFORD, CONNECTICUT 06106
---------------------------------------------------------------------------
NAME OF CORPORATION
CONNECTICUT NATURAL GAS CORPORATION
<TABLE>
<S> <S> <S>
---------------------------------------------------------------------------
DOCUMENT FILED | FILING DATE | TOTAL FEES PAID
---------------------------------------------------------------------------
SHARES AMENDMENTS | 14/NOV/1994 | $125.00
---------------------------------------------------------------------------
</TABLE>
The information shown above pertains to documents filed in this office on
account of the corporation indicated. The filing date endorsed on the
document pursuant to Section 33-285 or 33-422 of the Connecticut General
Statutes. Any questions regarding this filing should be addressed to :
THE ABOVE ADDRESS
_ _
| |
LYNN C BLACKWELL ESQ
CT NATURAL GAS CORP
PO BOX 1500
HARTFORD CT 06144
|_ _|
<PAGE>
Exhibit 3(i)
Page 185 of 189
FILING #0001569474 PG 01 OF 03 VOL B-00036
FILED 11/06/1995 12:31 PM PAGE 01916
SECRETARY OF THE STATE
CONNECTICUT SECRETARY OF THE STATE
CERTIFICATE AMENDING OR RESTATING CERTIFICATE OF INCORPORATION
61-38 REV. 9/90
Stock Corporation
STATE OF CONNECTICUT
SECRETARY OF THE STATE
30 TRINITY STREET
HARTFORD, CT 06106
---------------------------------------------------------------------------
1. Name of Corporation (Please enter name within lines)
Connecticut Natural Gas Corporation
---------------------------------------------------------------------------
2. The Certificate of Incorporation is: (Check one)
| | A. Amended only, pursuant to Conn. Gen. Stat. section 33-360.
|X| B. Amended only, to cancel authorized shares (state number of shares
to be cancelled, the class, the series, if any, and the par value,
P.A. 90-107.)
| | C. Restated only, pursuant to Conn. Gen. Stat. section 33-362(a).
| | D. Amended and restated, pursuant to Conn. Gen. Stat. section 33-
362(c).
| | E. Restated and superseded pursuant to Conn. Gen. Stat. section 33-
362(d).
Set forth here the resolution of amendment and/or restatement. Use an 8
1/2 X 11 attached sheet if more space if needed. Conn. Gen. Stat. section
1-9.
SEE ATTACHED RESOLUTION
(SEAL OF THE STATE OF CONNECTICUT)
(If 2A or 2B is checked, go to 5 & 6 to complete this certificate. If 2C
or 2D is checked, complete 3A or 3B. If 2E is checked, complete 4.)
3. (Check one)
| | A. This certificate purports merely to restate but not to change the
provisions of the original Certificate of Incorporation as
supplemented and amended to date, and there is no discrepancy
between the provisions of the original Certificate of Incorporation
as supplemented and amended to date, and the provisions of this
Restated Certificate of Incorporation. (If 3A is checked, go to 5 &
6 to complete this certificate.).
| | B. This Restated Certificate of Incorporation shall give effect to the
amendment(s) and purports to restate all those provisions now in
effect not being amended by such amendment(s). (If 3B is checked,
check 4, if true, and go to 5 & 6 to complete this Certificate.)
4. (Check, if true)
| | This restated Certificate of Incorporation was adopted by the
greatest vote which would have been required to amend any provision
of the Certificate of Incorporation as in effect before such vote and
supersedes such Certificate of Incorporation.<PAGE>
<PAGE>
Exhibit 3(i)
Page 186 of 189
FILING #0001569474 PG 02 OF 03 VOL B-00036
FILED 11/06/1995 12:31 PM PAGE 01917
SECRETARY OF THE STATE
CONNECTICUT SECRETARY OF THE STATE
5. The manner of adopting the resolution was as follows: (Check one A, or
B, or C)
---
| | A. By the board of directors and shareholders, pursuant to Conn. Gen.
Stat. section 33-360. Vote of Shareholders: (Check (i) or (ii), and
check (iii) if applicable.)
(i) | | No shares are required to be voted as a class; the
shareholder's vote was as follows:
Vote Required for Adoption ________ Vote Favoring Adoption ________
(ii) | | There are shares of more than one class entitled to vote
as a class. The designation of each class required for
adoption of the resolution and the vote of each class in
favor of adoption were as follows:
(Use an 8 1/2 X 11 attached sheet if more space is
needed. Conn. Gen. Stat. section 1-9.)
(iii) | | Check here if the corporation has 100 or more
recordholders, as defined in Conn. Gen. Stat. section 33-
311a(a).
|X| B. By the board of directors acting alone, pursuant to Conn. Gen. Stat.
section 33-360(b)(2) or 33-362(a).
The number of affirmative votes required to adopt such resolution is: _8_
The number of directors' votes in favor of the resolution was: _10_
We hereby declare, under the penalties of false statement, that the
statements made in the foregoing certificate are true:
<TABLE>
<S> <C> <C> <C>
(Print or Type) Signature (Print or Type) Signature
-------------------------------------------------------------------------------------------
Name of V. Pres. | | Name of Assn't Sec. |
Reginald L. Babcock | /s/ R. L. Babcock | Lynn C. Blackwell |/s/Lynn C. Blackwell
-------------------------------------------------------------------------------------------
</TABLE>
| | C. The corporation does not have any shareholders. The resolution was
adopted by vote of at least two-thirds of the incorporators before
the organization meeting of the corporation, and approved in writing
by all subscribers for shares of the corporation. If there are no
subscribers, state NONE below.
----
We (at least two-thirds of the incorporators) hereby declare, under the
penalties of false statement, that the statements made in the foregoing
certificate are true.
<TABLE>
<S> <S> <C>
-------------------------------------------------------------------------------------------
Signed Incorporator |Signed Incorporator |Signed Incorporator
-------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------
Signed Subscriber |Signed Subscriber |Signed Subscriber
-------------------------------------------------------------------------------------------
/TABLE
<PAGE>
(Use an 8 1/2 X 11 attached sheet if more space is needed. Conn. Gen.
Stat. section 1-9)
6. Dated at _____________________ this _______ day of __________, 19___
Connecticut Natural Gas Corporation
c/o Claudia J. Triggs
P.O. Box 1500
Hartford, CT 06144-1500
----------------------------
Please provide filer's name and complete
address for mailing receipt <PAGE>
Exhibit 3(i)
Page 187 of 189
FILING #0001569474 PG 03 OF 03 VOL B-00036
FILED 11/06/1995 12:31 PM PAGE 01918
SECRETARY OF THE STATE
CONNECTICUT SECRETARY OF THE STATE
CERTIFICATION
I, Lynn C. Blackwell, Assistant Secretary of Connecticut Natural Gas
Corporation hereby certify that the Resolution set forth below is a full,
true and correct copy of a Resolution duly adopted by the Board of
Directors of Connecticut Natural Gas Corporation at a duly constituted
meeting on October 24, 1995, that said Resolution appears in the minutes of
said meeting, and that the same has not rescinded or modified and is now in
full force and effect.
RESOLVED: That those shares of the Corporation's $3.125 Par Preferred
Stock and $100 Par Serial Preferred Stock which have been redeemed,
repurchased or otherwise reacquired by the Corporation after September 30,
1994 through September 30, 1995 be and they hereby are cancelled; and that
the certificate of incorporation of the Corporation be amended to reflect
that the total number of shares of the Corporation's $3.125 Par Preferred
Stock and $100 Par Serial Preferred Stock, after giving effect to all
cancellations of such shares, is as follows:
<TABLE>
<S> <C> <C> <C> <C>
Class Series Par Cancelled Authorized
----- ------ --- --------- ----------
Preferred 8.00% $3.125 1,748 915,204
Preferred 6.00% $100 1 9,999,634
</TABLE>
and that the officers of the corporation be and they hereby are authorized
to file with the Office of the Secretary of State a certificate of
amendment to the certificate of incorporation of the Corporation reflecting
that such redeemed, repurchased or otherwise reacquired shares have been
cancelled and indicating the total number of shares which remain authorized
to be issued following such cancellation, as set forth above.
DATED this 31st day of October, 1995,
(SEAL OF STATE OF CONNECTICUT)
/s/Lynn C. Blackwell
---------------------------------
Lynn C. Blackwell
Assistant Secretary
(SEAL)
(CNG SEAL)
<PAGE>
Exhibit 3(i)
Page 188 of 189
(Back side of Certification)
STATE OF CONNECTICUT )
) SS. HARTFORD
OFFICE OF THE SECRETARY OF THE STATE)
I hereby certify that this is a true copy of record
in this Office
In Testimony whereof, I have hereunto set my hand,
and affixed the Seal of said State, at Hartford,
this 7th day of November A.D. 1995
SML
Miles S. Rapoport
---------------------------------
SECRETARY OF THE STATE
<PAGE>
Exhibit 3(i)
Page 189 of 189
SECRETARY OF THE STATE
30 TRINITY STREET
P.O. BOX 150470
HARTFORD, CT 06115-0470
NOVEMBER 7,1995
CLAUDIA J. TRIGGS
P.O. BOX 1500
HARTFORD, CT 06144-1500
RE: Acceptance of Business Filing
This letter is to confirm the acceptance of a filing for the following
business:
CONNECTICUT NATURAL GAS CORPORATION
Work Order Number: 1995127472-001
Business Filing Number: 0001569474
Type of Request: CERTIFICATE OF AMENDMENT
Date Accepted: NOV 06 1995
Time Accepted: 12:31 PM
Work Order Payment Received: .00
Payment Received: 75.00
Account Balance: .00
Customer Id: 087079
Business Id: 0115039
If applicable for this type of request, a summary of the business
information we have on record is enclosed.
If you would like copies of this filing you must complete a Request for
Corporate Copies and submit it with the appropriate fee.
Commercial Recording Division
SUSAN LOGATTO
<PAGE>
SERVICE PACKAGE NO. 1626
AMENDMENT NO. 0
GAS STORAGE AGREEMENT
(For Use Under Rate Schedule FS)
This Agreement is made as of the 1st day of September 1993, by and between
TENNESSEE GAS PIPELINE COMPANY, a Delaware corporation herein called
"Transporter," and CONNECTICUT NATURAL GAS CORP a CONNECTICUT Corporation,
herein called "Shipper." Transporter and Shipper collectively shall be
referred to herein as the "Parties."
ARTICLE I - SCOPE OF AGREEMENT
Following the commencement of service hereunder, in accordance with the
terms of Transporter's Rate Schedule FS, and of this Agreement, Transporter
shall receive for injection for Shipper's account a quantity of gas up to
Shipper's Maximum Injection Quantity 3,100 dekatherms (Dth)(on any day )
and Maximum Storage Quantity of 465,003 dekatherms (Dth) (on a cumulative
basis) and on demand shall withdraw from Shipper's storage account and
deliver to Shipper a daily quantity of gas up to Shipper's Maximum Daily
Withdrawal Quantity of 5,099 Dth.
ARTICLE II - SERVICE POINT
The point or points at which the gas is to be tendered for delivery by
Transporter to Shipper under this Agreement shall be at the storage service
point at Transporter's Compressor Station 313, NORTHERN.
ARTICLE III - PRICE
1. Shipper agrees to pay Transporter for all natural gas storage service
furnished to Shipper hereunder, including compensation for system fuel
and losses, at Transporter's legally effective rate or at any effective
superseding rate applicable to the type of service specified herein.
Transporter's present legally effective rate for said service is
contained in Transporter's Tariff as filed with the Federal Energy
Regulatory Commission.
2. Shipper agrees to reimburse Transporter for any filing or similar fees,
which have not been previously paid by Shipper, which Transporter incurs
in rendering service hereunder.
3. Shipper agrees that Transporter shall have the unilateral right to file
with the appropriate regulatory authority and make changes effective in
(a) the rates and charges applicable to service pursuant to
Transporter's Rate Schedule FS, (b) the rate schedule(s) pursuant to
which service hereunder is rendered, or (c) any provision of the General
Terms and Conditions applicable to those rate schedules. Transporter
agrees that Shipper may protest or contest the aforementioned filings,
or may seek authorization from duly constituted regulatory authorities
for such adjustment of Transporter's existing FERC Gas Tariff as may be
found necessary to assure Transporter just and reasonable rates.
- 1 -<PAGE>
SERVICE PACKAGE NO. 1626
AMENDMENT NO. 0
GAS STORAGE AGREEMENT
(For Use Under Rate Schedule FS)
ARTICLE IV - INCORPORATION OF RATE SCHEDULE AND TARIFF PROVISIONS
This agreement shall be subject to the terms of Transporter's Rate Schedule
FS, as filed with the Federal Energy Regulatory Commission, together with
the General Terms and Conditions applicable thereto (including any changes
in said Rate Schedule or General Terms and Conditions as may from time to
time be filed and made effective by Transporter).
ARTICLE V - TERM OF AGREEMENT
This Agreement shall be effective as of the 1st day of September 1993, and
shall remain in force and effect until November 1st, 2000 ("Primary Term")
and on a month to month basis thereafter unless terminated by either Party
upon at least thirty (30) days prior written notice to the other Party;
provided, however, that if the Primary Term is one year or more, then
unless Shipper elects upon one year's prior written notice to Transporter
to request a lesser extension term, the Agreement shall automatically
extend upon the expiration of the Primary Term for a term of five years;
and shall automatically extend for successive five year terms thereafter
unless Shipper provides notice described above in advance of the expiration
of a succeeding term; provided further, if the FERC or other governmental
body having jurisdiction over the service rendered pursuant to this
Agreement authorizes abandonment of such service, this Agreement shall
terminate on the abandonment date permitted by the FERC or such other
governmental body.
ARTICLE VI - NOTICES
Except as otherwise provided in the General Terms and Conditions applicable
to this Agreement, any notice under this Agreement shall be in writing and
mailed to the post office address of the Party intended to receive the
same, as follows:
TRANSPORTER: Tennessee Gas Pipeline Company
P. O. Box 2511
Houston, Texas 77252-2511
Attention: Transportation Marketing
SHIPPER:
NOTICES: CONNECTICUT NATURAL GAS CORP
100 COLUMBUS BLVD
HARTFORD, CT 06144
Attention: JOHN P. RUDIAK
- 2 -<PAGE>
SERVICE PACKAGE NO. 1626
AMENDMENT NO. 0
GAS STORAGE AGREEMENT
(For Use Under Rate Schedule FS)
BILLING: CONNECTICUT NATURAL GAS CORP
100 COLUMBUS BLVD
HARTFORD, CT 06144
Attention: Julia Schiavi
or to such other address as either Party shall designate by formal written
notice to the other.
ARTICLE VII - ASSIGNMENT
Any company which shall succeed by purchase, merger or consolidation to the
properties, substantially as an entirety, of Transporter or of Shipper, as
the case may be, shall be entitled to the rights and shall be subject to
the obligations of its predecessor in title under this Agreement.
Otherwise no assignment of the Agreement or any of the rights or
obligations thereunder shall be made by Shipper, except pursuant to the
General Terms and Conditions of Transporter's FERC Gas Tariff.
It is agreed, however, that the restrictions on assignment contained in
this Article shall not in any way prevent either Party to the Agreement
from pledging or mortgaging its rights thereunder as security for its
indebtedness.
ARTICLE VIII - MISCELLANEOUS
8.1 The interpretation and performance of this Agreement shall be in
accordance with and controlled by the laws of the State of Texas,
without regard to doctrines governing choice of law.
8.2 If any provision of this Agreement is declared null and void, or
voidable, by a court of competent jurisdiction, then that provision
will be considered severable at either Party's option; and if the
severability option is exercised, the remaining provisions of the
Agreement shall remain in full force and effect.
8.3 Unless otherwise expressly provided in this Agreement or
Transporter's Tariff, no modification of or supplement to the terms
and provisions stated in this Agreement shall be or become
effective, until Shipper has submitted a request for change through
the TENN-SPEED (Trademark) 2 System and Shipper has been notified
through TENN-SPEED 2 of Transporter's agreement to such change.
ARTICLE IX - PRIOR AGREEMENTS CANCELLED
Transporter and Shipper agree that this Agreement, as of the date hereof,
shall supersede and cancel the following Agreement(s) between the Parties
hereto:
Agreement for Storage Service dated July 01, 1992.
- 3 -<PAGE>
SERVICE PACKAGE NO. 1626
AMENDMENT NO. 0
GAS STORAGE AGREEMENT
(For Use Under Rate Schedule FS)
IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly
executed by their authorized agents.
TENNESSEE GAS PIPELINE COMPANY
BY Byron S. Wright 4-7-95
-------------------------
Agent and Attorney-in-fact
Byron S. Wright
CONNECTICUT NATURAL GAS CORP.
BY E.M. Karanian
--------------------------
TITLE Asst VP Energy Planning and Procurement
----------------------------------------
DATE 2/9/95
-------
- 4 -<PAGE>
<TABLE>
<CAPTION>
EXHIBIT "A"
TO FIRM GAS STORAGE SERVICE AGREEMENT
DATED September 1st, 1993
BETWEEN
TENNESSEE GAS PIPELINE COMPANY
AND
CONNECTICUT NATURAL GAS CORP
SERVICE PACKAGE: 1626
AMENDMENT: 0
SERVICE PACKAGE MSQ: 465,003
MAXIMUM DAILY WITHDRAWAL QUANTITY: 5,099
MAXIMUM DAILY INJECTION QUANTITY: 3,100
SERVICE POINT: Compressor Station 313, NORTHERN
INJECTION METER: 060018, TGP - NORTHERN STORAGE INJECTION
WITHDRAWAL METER: 070018, TGP - NORTHERN STORAGE WITHDRAWAL
<S> <C> <C> <C> <C> <C><C> <C> <C>
METER METER NAME COUNTY ST ZONE I/WLEG TOTAL-TQ BILLABLE-TQ
----------------------------------------------------------------------------------------------
060018 TGP - NORTHERN STORAGE INJECTION POTTER PA 04 I 300 3,100 3,100
Total Injection TQ: 3,100 3,100
070018 TGP - NORTHERN STORAGE WITHDRAWAL POTTER PA 04 W 300 5,099 5,099
Total Withdrawal TQ: 5,099 5,099
</TABLE>
NUMBER OF INJECTION POINTS: 1
NUMBER OF WITHDRAWAL POINTS: 1
Note: Exhibit "A" is a reflection of the contract and all amendments as of
the amendment effective date.
- 5 -<PAGE>
SERVICE PACKAGE NO. 2498
AMENDMENT NO. 0
GAS TRANSPORTATION AGREEMENT
(For Use Under FT-A Rate Schedule)
THIS AGREEMENT is made and entered into as of the 1st day of September,
1993, by and between TENNESSEE GAS PIPELINE COMPANY, a Delaware
Corporation, hereinafter referred to as "Transporter" and CONNECTICUT
NATURAL GAS CORP, a CONNECTICUT Corporation, hereinafter referred to as
"Shipper." Transporter and Shipper shall collectively be referred to
herein as the "Parties."
ARTICLE I
DEFINITIONS
1.1 TRANSPORTATION QUANTITY (TQ) - shall mean the maximum daily quantity
of gas which Transporter agrees to receive and transport on a firm
basis, subject to Article II herein, for the account of Shipper
hereunder on each day during each year during the term hereof, which
shall be 766 dekatherms. Any limitations of the quantities to be
received from each Point of Receipt and/or delivered to each Point
of Delivery shall be as specified on Exhibit "A" attached hereto.
1.2 EQUIVALENT QUANTITY - shall be as defined in Article I of the
General Terms and Conditions of Transporter's FERC Gas Tariff.
ARTICLE II
TRANSPORTATION
Transportation Service - Transporter agrees to accept and receive daily on
a firm basis, at the Point(s) of Receipt from Shipper or for Shipper's
account such quantity of gas as Shipper makes available up to the
Transportation Quantity, and to deliver to or for the account of Shipper to
the Point(s) of Delivery an Equivalent Quantity of gas.
ARTICLE III
POINT(S) OF RECEIPT AND DELIVERY
The Primary Point(s) of Receipt and Delivery shall be those points
specified on Exhibit "A" attached hereto.
ARTICLE IV
All facilities are in place to render the service provided for in this
Agreement.
1<PAGE>
SERVICE PACKAGE NO. 2498
AMENDMENT NO. 0
GAS TRANSPORTATION AGREEMENT
(For Use Under FT-A Rate Schedule)
ARTICLE V
QUALITY SPECIFICATIONS AND STANDARDS FOR MEASUREMENT
For all gas received, transported and delivered hereunder the Parties
agree to the Quality Specifications and Standards for Measurement as
specified in the General Terms and Conditions of Transporter's FERC Gas
Tariff Volume No. 1. To the extent that no new measurement facilities
are installed to provide service hereunder, measurement operations will
continue in the manner in which they have previously been handled. In
the event that such facilities are not operated by Transporter or a
downstream pipeline, then responsibility for operations shall be deemed
to be Shipper's.
ARTICLE VI
RATES AND CHARGES FOR GAS TRANSPORTATION
6.1 TRANSPORTATION RATES - Commencing upon the effective date hereof,
the rates, charges, and surcharges to be paid by Shipper to
Transporter for the transportation service provided herein shall
be in accordance with Transporter's Rate Schedule FT-A and the
General Terms and Conditions of Transporter's FERC Gas Tariff.
6.2 INCIDENTAL CHARGES - Shipper agrees to reimburse Transporter for
any filing or similar fees, which have not been previously paid
for by Shipper, which Transporter incurs in rendering service
hereunder.
6.3 CHANGES IN RATES AND CHARGES - Shipper agrees that Transporter
shall have the unilateral right to file with the appropriate
regulatory authority and make effective changes in (a) the rates
and charges applicable to service pursuant to Transporter's Rate
Schedule FT-A, (b) the rate schedule(s) pursuant to which service
hereunder is rendered, or (c) any provision of the General Terms
and Conditions applicable to those rate schedules. Transporter
agrees that Shipper may protest or contest the aforementioned
filings, or may seek authorization from duly constituted
regulatory authorities for such adjustment of Transporter's
existing FERC Gas Tariff as may be found necessary to assure
Transporter just and reasonable rates.
ARTICLE VII
BILLINGS AND PAYMENTS
Transporter shall bill and Shipper shall pay all rates and charges in
accordance with Articles V and VI, respectively, of the General Terms
and Conditions of Transporter's FERC Gas Tariff.
2<PAGE>
SERVICE PACKAGE NO. 2498
AMENDMENT NO. 0
GAS TRANSPORTATION AGREEMENT
(For Use Under FT-A Rate Schedule)
ARTICLE VIII
GENERAL TERMS AND CONDITIONS
This Agreement shall be subject to the effective provisions of
Transporter's Rate Schedule FT-A and to the General Terms and Conditions
incorporated therein, as the same may be changed or superseded from time
to time in accordance with the rules and regulations of the FERC.
ARTICLE IX
REGULATION
9.1 This Agreement shall be subject to all applicable and lawful
governmental statutes, orders, rules and regulations and is
contingent upon the receipt and continuation of all necessary
regulatory approvals or authorizations upon terms acceptable to
Transporter. This Agreement shall be void and of no force and
effect if any necessary regulatory approval is not so obtained or
continued. All Parties hereto shall cooperate to obtain or
continue all necessary approvals or authorizations, but no Party
shall be liable to any other Party for failure to obtain or
continue such approvals or authorizations.
9.2 The transportation service described herein shall be provided
subject to Subpart G, Part 284, of the FERC Regulations.
ARTICLE X
RESPONSIBILITY DURING TRANSPORTATION
Except as herein specified, the responsibility for gas during
transportation shall be as stated in the General Terms and Conditions of
Transporter's FERC Gas Tariff Volume No. 1.
ARTICLE XI
WARRANTIES
11.1 In addition to the warranties set forth in Article IX of the
General Terms and Conditions of Transporter's FERC Gas Tariff,
Shipper warrants the following:
(a) Shipper warrants that all upstream and downstream
transportation arrangements are in place, or will be in place
as of the requested effective date of service, and that it
has advised the upstream and downstream transporters of the
receipt and delivery points under this Agreement and any
quantity limitations for each point as specified on Exhibit
"A" attached hereto. Shipper agrees to indemnify and hold
3<PAGE>
SERVICE PACKAGE NO. 2498
AMENDMENT NO. 0
GAS TRANSPORTATION AGREEMENT
(For Use Under FT-A Rate Schedule)
Transporter harmless for refusal to transport gas hereunder
in the event any upstream or downstream transporter fails to
receive or deliver gas as contemplated by this Agreement.
(b) Shipper agrees to indemnify and hold Transporter harmless
from all suits, actions, debts, accounts, damages, costs,
losses and expenses (including reasonable attorneys fees)
arising from or out of breach of any warranty by Shipper
herein.
11.2 Transporter shall not be obligated to provide or continue service
hereunder in the event of any breach of warranty.
ARTICLE XII
TERM
12.1 This Agreement shall be effective as of the 1st day of September,
1993, and shall remain in force and effect until the 1st day of
November, 2000,("Primary Term") and on a month to month basis
thereafter unless terminated by either Party upon at least thirty
(30) days prior written notice to the other Party; provided,
however, that if the Primary Term is one year or more, then
unless Shipper elects upon one year's prior written notice to
Transporter to request a lesser extension term, the Agreement
shall automatically extend upon the expiration of the Primary
Term for a term of five years and shall automatically extend for
successive five year terms thereafter unless Shipper provides
notice described above in advance of the expiration of a
succeeding term; provided further, if the FERC or other
governmental body having jurisdiction over the service rendered
pursuant to this Agreement authorizes abandonment of such
service, this Agreement shall terminate on the abandonment date
permitted by the FERC or such other governmental body.
12.2 Any portions of this Agreement necessary to resolve or cash-out
imbalances under this Agreement as required by the General Terms
and Conditions of Transporter's FERC Gas Tariff Volume No. 1,
shall survive the other parts of this Agreement until such time
as such balancing has been accomplished; provided, however, that
Transporter notifies Shipper of such imbalance no later than
twelve months after the termination of this Agreement.
12.3 This Agreement will terminate automatically upon written notice
from Transporter in the event Shipper fails to pay all of the
amount of any bill for service rendered by Transporter hereunder
in accord with the terms and conditions of Article VI of the
General Terms and Conditions of Transporter's FERC Tariff.
4<PAGE>
SERVICE PACKAGE NO. 2498
AMENDMENT NO. 0
GAS TRANSPORTATION AGREEMENT
(For Use Under FT-A Rate Schedule)
ARTICLE XIII
NOTICE
Except as otherwise provided in the General Terms and Conditions
applicable to this Agreement, any notice under this Agreement shall be
in writing and mailed to the post office address of the Party intended
to receive the same, as follows:
TRANSPORTER: Tennessee Gas Pipeline Company
P. O. Box 2511
Houston, Texas 77252-2511
Attention: Transportation Marketing
SHIPPER:
NOTICES: CONNECTICUT NATURAL GAS CORP
100 COLUMBUS BLVD
P. O. BOX 1500
HARTFORD, CT 06144
Attention: John Rudiak
BILLING: CONNECTICUT NATURAL GAS CORP
100 COLUMBUS BLVD
HARTFORD, CT 06144
Attention: Julia Schiavi
or to such other address as either Party shall designate by formal
written notice to the other.
ARTICLE XIV
ASSIGNMENTS
14.1 Either Party may assign or pledge this Agreement and all rights
and obligations hereunder under the provisions of any mortgage,
deed of trust, indenture, or other instrument which it has
executed or may execute hereafter as security for indebtedness.
Either Party may, without relieving itself of its obligation
under this Agreement, assign any of its rights hereunder to a
company with which it is affiliated. Otherwise, Shipper shall
not assign this Agreement or any of its rights hereunder, except
in accord with Article III, Section 11 of the General Terms and
Conditions of Transporter's FERC Gas Tariff.
14.2 Any person which shall succeed by purchase, merger, or
consolidation to the properties, substantially as an entirety, of
either Party hereto shall be entitled to the rights and shall be
subject to the obligations of its predecessor in interest under
this Agreement.
5<PAGE>
SERVICE PACKAGE NO. 2498
AMENDMENT NO. 0
GAS TRANSPORTATION AGREEMENT
(For Use Under FT-A Rate Schedule)
ARTICLE XV
MISCELLANEOUS
15.1 The interpretation and performance of this Agreement shall be in
accordance with and controlled by the laws of the State of Texas,
without regard to the doctrines governing choice of law.
15.2 If any provisions of this Agreement is declared null and void, or
voidable, by a court of competent jurisdiction, then that
provision will be considered severable at either Party's option;
and if the severability option is exercised, the remaining
provisions of the Agreement shall remain in full force and
effect.
15.3 Unless otherwise expressly provided in this Agreement or
Transporter's Gas Tariff, no modification of or supplement to the
terms and provisions stated in this agreement shall be or become
effective until Shipper has submitted a request for change
through the TENN-SPEED (Trademark) 2 System and Shipper has been
notified through TENN-SPEED 2 of Transporter's agreement to such
change.
15.4 Exhibit "A" attached hereto is incorporated herein by reference
and made a part hereof for all purposes.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to
be duly executed as of the date first hereinabove written.
TENNESSEE GAS PIPELINE COMPANY
BY: Byron S. Wright 4-7-95
--------------------------
Agent and Attorney-in-Fact
Byron S. Wright
CONNECTICUT NATURAL GAS CORP.
BY: E.M. Karanian
-------------------------
TITLE: Asst. VP Energy Planning & Procurement
--------------------------------------
DATE: 2/9/95
------------------------
6<PAGE>
<TABLE>
<CAPTION>
GAS TRANSPORTATION AGREEMENT
(For Use Under FT-A Rate Schedule)
EXHIBIT "A"
TO GAS TRANSPORTATION AGREEMENT
DATED September 1st, 1993
BETWEEN
TENNESSEE GAS PIPELINE COMPANY
AND
CONNECTICUT NATURAL GAS CORP
SERVICE PACKAGE: 2498
SERVICE PACKAGE TQ: 766
<S> <C> <S> <C> <C> <C> <C> <C> <C> <C>
METER AMD METER NAME INTERCONNECT PARTY NAME COUNTY ST ZONE R/D LEG METER-TQ
------------------------------------------------------------------------------------------------------------------------------
000807 0 SAMEDAN-BRAZOS BLK A-52 C OFFSHORE-FEDERA OT 00 R 100 64
001366 0 TRANSCONTINENTAL - UTOS EXCHAN CAMERON LA 01 R 800 40
010173 0 VALERO-SUN PLANT DEHYD STARR TX 00 R 100 191
010570 0 TRANSCO - SECOND BAYOU DEHYD TRANSCONTINENTAL GAS PIPE LINE CAMERON LA 01 R 800 120
011294 0 CHEVRON-SOUTH PASS BLK 77 A CHEVRON USA INC OFFSHORE-FEDERA OL 01 R 500 252
012100 0 ENSEARCH - KATY EXCHANGE LONE STAR GAS COMPANY WALLER TX 00 R 100 14
012194 0 SAMEDAN - SOUTH PASS 83A OFFSHORE-FEDERA OL 01 R 500 85
The following have a minimum pressure of 200 Lbs
020076 0 NATIONAL-HAMBURG NY ERIE NY 05 D 200 766
020077 0 NATIONAL-E AURORA NY ERIE NY 05 D 230 408
020088 0 NATIONAL-MAYVILLE NY CHAUTAUQUA NY 05 D 200 766
020092 0 NATIONAL-LEWISTON NY NIAGARA NY 05 D 230 408
020243 0 NATIONAL-NASHVILLE STG NY NATIONAL FUEL GAS SUPPLY CORP CHAUTAUQUA NY 05 D 200 766
020326 0 NATIONAL-PEKIN NY NATIONAL FUEL GAS SUPPLY CORP NIAGARA NY 05 D 230 408
020428 0 NATIONAL-SHERMAN NY NATIONAL FUEL GAS SUPPLY CORP CHAUTAUQUA NY 05 D 200 766
020497 0 NATIONAL-CLARENCE NY NATIONAL FUEL GAS SUPPLY CORP ERIE NY 05 D 230 408
060003 0 TENN. GAS-HAMBURG COLDEN STORA NATIONAL FUEL GAS SUPPLY CORP ERIE NY 05 D 200 766
</TABLE>
NUMBER OF RECEIPT POINTS: 7
NUMBER OF DELIVERY POINTS: 9
<TABLE>
<CAPTION>
THE SUM OF TRANSPORTER'S DELIVERIES TO ALL POINTS EAST OF HAMBURG AS SET FORTH IN THE FOLLOWING METERS
SHALL NOT ON ANY DAY EXCEED 119 DTH.
<C> <S> <C> <C> <S><C><C> <C>
020077 NATIONAL-E AURORA NY ERIE NY 05 D 230 408
020092 NATIONAL-LEWISTON NY NIAGARA NY 05 D 230 408
020326 NATIONAL-PEKIN NY NATIONAL FUEL GAS SUPPLY CORP NIAGARA NY 05 D 230 408
020497 NATIONAL-CLARENCE NY NATIONAL FUEL GAS SUPPLY CORP ERIE NY 05 D 230 408
Note: Exhibit "A" is a reflection of the contract and all amendments thereto
as of the amendment effective date.
</TABLE>
7<PAGE>
SERVICE PACKAGE NO. 3900
AMENDMENT NO. 0
GAS TRANSPORTATION AGREEMENT
(For Use Under FT-A Rate Schedule)
THIS AGREEMENT is made and entered into as of the 1st day of October, 1993,
by and between TENNESSEE GAS PIPELINE COMPANY, a Delaware Corporation,
hereinafter referred to as "Transporter" and CONNECTICUT NATURAL GAS CORP,
a CONNECTICUT Corporation, hereinafter referred to as "Shipper."
Transporter and Shipper shall collectively be referred to herein as the
"Parties."
ARTICLE I
DEFINITIONS
1.1 TRANSPORTATION QUANTITY (TQ) - shall mean the maximum daily quantity
of gas which Transporter agrees to receive and transport on a firm
basis, subject to Article II herein, for the account of Shipper
hereunder on each day during each year during the term hereof, which
shall be 2,336 dekatherms. Any limitations of the quantities to be
received from each Point of Receipt and/or delivered to each Point
of Delivery shall be as specified on Exhibit "A" attached hereto.
1.2 EQUIVALENT QUANTITY - shall be as defined in Article I of the
General Terms and Conditions of Transporter's FERC Gas Tariff.
ARTICLE II
TRANSPORTATION
Transportation Service - Transporter agrees to accept and receive daily on
a firm basis, at the Point(s) of Receipt from Shipper or for Shipper's
account such quantity of gas as Shipper makes available up to the
Transportation Quantity, and to deliver to or for the account of Shipper to
the Point(s) of Delivery an Equivalent Quantity of gas.
ARTICLE III
POINT(S) OF RECEIPT AND DELIVERY
The Primary Point(s) of Receipt and Delivery shall be those points
specified on Exhibit "A" attached hereto.
ARTICLE IV
All facilities are in place to render the service provided for in this
Agreement.
1<PAGE>
SERVICE PACKAGE NO. 3900
AMENDMENT NO. 0
GAS TRANSPORTATION AGREEMENT
(For Use Under FT-A Rate Schedule)
ARTICLE V
QUALITY SPECIFICATIONS AND STANDARDS FOR MEASUREMENT
For all gas received, transported and delivered hereunder the Parties
agree to the Quality Specifications and Standards for Measurement as
specified in the General Terms and Conditions of Transporter's FERC Gas
Tariff Volume No. 1. To the extent that no new measurement facilities
are installed to provide service hereunder, measurement operations will
continue in the manner in which they have previously been handled. In
the event that such facilities are not operated by Transporter or a
downstream pipeline, then responsibility for operations shall be deemed
to be Shipper's.
ARTICLE VI
RATES AND CHARGES FOR GAS TRANSPORTATION
6.1 TRANSPORTATION RATES - Commencing upon the effective date hereof,
the rates, charges, and surcharges to be paid by Shipper to
Transporter for the transportation service provided herein shall
be in accordance with Transporter's Rate Schedule FT-A and the
General Terms and Conditions of Transporter's FERC Gas Tariff.
6.2 INCIDENTAL CHARGES - Shipper agrees to reimburse Transporter for
any filing or similar fees, which have not been previously paid
for by Shipper, which Transporter incurs in rendering service
hereunder.
6.3 CHANGES IN RATES AND CHARGES - Shipper agrees that Transporter
shall have the unilateral right to file with the appropriate
regulatory authority and make effective changes in (a) the rates
and charges applicable to service pursuant to Transporter's Rate
Schedule FT-A, (b) the rate schedule(s) pursuant to which service
hereunder is rendered, or (c) any provision of the General Terms
and Conditions applicable to those rate schedules. Transporter
agrees that Shipper may protest or contest the aforementioned
filings, or may seek authorization from duly constituted
regulatory authorities for such adjustment of Transporter's
existing FERC Gas Tariff as may be found necessary to assure
Transporter just and reasonable rates.
ARTICLE VII
BILLINGS AND PAYMENTS
Transporter shall bill and Shipper shall pay all rates and charges in
accordance with Articles V and VI, respectively, of the General Terms
and Conditions of Transporter's FERC Gas Tariff.
2<PAGE>
SERVICE PACKAGE NO. 3900
AMENDMENT NO. 0
GAS TRANSPORTATION AGREEMENT
(For Use Under FT-A Rate Schedule)
ARTICLE VIII
GENERAL TERMS AND CONDITIONS
This Agreement shall be subject to the effective provisions of
Transporter's Rate Schedule FT-A and to the General Terms and Conditions
incorporated therein, as the same may be changed or superseded from time
to time in accordance with the rules and regulations of the FERC.
ARTICLE IX
REGULATION
9.1 This Agreement shall be subject to all applicable and lawful
governmental statutes, orders, rules and regulations and is
contingent upon the receipt and continuation of all necessary
regulatory approvals or authorizations upon terms acceptable to
Transporter. This Agreement shall be void and of no force and
effect if any necessary regulatory approval is not so obtained or
continued. All Parties hereto shall cooperate to obtain or
continue all necessary approvals or authorizations, but no Party
shall be liable to any other Party for failure to obtain or
continue such approvals or authorizations.
9.2 The transportation service described herein shall be provided
subject to Subpart G, Part 284, of the FERC Regulations.
ARTICLE X
RESPONSIBILITY DURING TRANSPORTATION
Except as herein specified, the responsibility for gas during
transportation shall be as stated in the General Terms and Conditions of
Transporter's FERC Gas Tariff Volume No. 1.
ARTICLE XI
WARRANTIES
11.1 In addition to the warranties set forth in Article IX of the
General Terms and Conditions of Transporter's FERC Gas Tariff,
Shipper warrants the following:
(a) Shipper warrants that all upstream and downstream
transportation arrangements are in place, or will be in place
as of the requested effective date of service, and that it
has advised the upstream and downstream transporters of the
receipt and delivery points under this Agreement and any
quantity limitations for each point as specified on Exhibit
"A" attached hereto. Shipper agrees to indemnify and hold
3<PAGE>
SERVICE PACKAGE NO. 3900
AMENDMENT NO. 0
GAS TRANSPORTATION AGREEMENT
(For Use Under FT-A Rate Schedule)
Transporter harmless for refusal to transport gas hereunder
in the event any upstream or downstream transporter fails to
receive or deliver gas as contemplated by this Agreement.
(b) Shipper agrees to indemnify and hold Transporter harmless
from all suits, actions, debts, accounts, damages, costs,
losses and expenses (including reasonable attorneys fees)
arising from or out of breach of any warranty by Shipper
herein.
11.2 Transporter shall not be obligated to provide or continue service
hereunder in the event of any breach of warranty.
ARTICLE XII
TERM
12.1 This Agreement shall be effective as of the 1st day of October,
1993, and shall remain in force and effect until the 31st day of
October, 2000,("Primary Term") and on a month to month basis
thereafter unless terminated by either Party upon at least thirty
(30) days prior written notice to the other Party; provided,
however, that if the Primary Term is one year or more, then
unless Shipper elects upon one year's prior written notice to
Transporter to request a lesser extension term, the Agreement
shall automatically extend upon the expiration of the Primary
Term for a term of five years and shall automatically extend for
successive five year terms thereafter unless Shipper provides
notice described above in advance of the expiration of a
succeeding term; provided further, if the FERC or other
governmental body having jurisdiction over the service rendered
pursuant to this Agreement authorizes abandonment of such
service, this Agreement shall terminate on the abandonment date
permitted by the FERC or such other governmental body.
12.2 Any portions of this Agreement necessary to resolve or cash-out
imbalances under this Agreement as required by the General Terms
and Conditions of Transporter's FERC Gas Tariff Volume No. 1,
shall survive the other parts of this Agreement until such time
as such balancing has been accomplished; provided, however, that
Transporter notifies Shipper of such imbalance no later than
twelve months after the termination of this Agreement.
12.3 This Agreement will terminate automatically upon written notice
from Transporter in the event Shipper fails to pay all of the
amount of any bill for service rendered by Transporter hereunder
in accord with the terms and conditions of Article VI of the
General Terms and Conditions of Transporter's FERC Tariff.
4<PAGE>
SERVICE PACKAGE NO. 3900
AMENDMENT NO. 0
GAS TRANSPORTATION AGREEMENT
(For Use Under FT-A Rate Schedule)
ARTICLE XIII
NOTICE
Except as otherwise provided in the General Terms and Conditions
applicable to this Agreement, any notice under this Agreement shall be
in writing and mailed to the post office address of the Party intended
to receive the same, as follows:
TRANSPORTER: Tennessee Gas Pipeline Company
P. O. Box 2511
Houston, Texas 77252-2511
Attention: Transportation Marketing
SHIPPER:
NOTICES: CONNECTICUT NATURAL GAS CORP
100 COLUMBUS BLVD
P. O. BOX 1500
HARTFORD, CT 06144
Attention: JOHN P. RUDIAK
BILLING: CONNECTICUT NATURAL GAS CORP
100 COLUMBUS BLVD
P. O. BOX 1500
HARTFORD, CT 06144
Attention: Julia Schiavi /EK
or to such other address as either Party shall designate by formal
written notice to the other.
ARTICLE XIV
ASSIGNMENTS
14.1 Either Party may assign or pledge this Agreement and all rights
and obligations hereunder under the provisions of any mortgage,
deed of trust, indenture, or other instrument which it has
executed or may execute hereafter as security for indebtedness.
Either Party may, without relieving itself of its obligation
under this Agreement, assign any of its rights hereunder to a
company with which it is affiliated. Otherwise, Shipper shall
not assign this Agreement or any of its rights hereunder, except
in accord with Article III, Section 11 of the General Terms and
Conditions of Transporter's FERC Gas Tariff.
14.2 Any person which shall succeed by purchase, merger, or
consolidation to the properties, substantially as an entirety, of
5<PAGE>
SERVICE PACKAGE NO. 3900
AMENDMENT NO. 0
GAS TRANSPORTATION AGREEMENT
(For Use Under FT-A Rate Schedule)
either Party hereto shall be entitled to the rights and shall be
subject to the obligations of its predecessor in interest under
this Agreement.
ARTICLE XV
MISCELLANEOUS
15.1 The interpretation and performance of this Agreement shall be in
accordance with and controlled by the laws of the State of Texas,
without regard to the doctrines governing choice of law.
15.2 If any provisions of this Agreement is declared null and void, or
voidable, by a court of competent jurisdiction, then that
provision will be considered severable at either Party's option;
and if the severability option is exercised, the remaining
provisions of the Agreement shall remain in full force and
effect.
15.3 Unless otherwise expressly provided in this Agreement or
Transporter's Gas Tariff, no modification of or supplement to the
terms and provisions stated in this agreement shall be or become
effective until Shipper has submitted a request for change
through the TENN-SPEED(trademark) 2 System and Shipper has been
notified through TENN-SPEED 2 of Transporter's agreement to such
change.
15.4 Exhibit "A" attached hereto is incorporated herein by reference
and made a part hereof for all purposes.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to
be duly executed as of the date first hereinabove written.
TENNESSEE GAS PIPELINE COMPANY
BY: Byron S. Wright
---------------------------
Byron S. Wright 4-7-95
Agent and Attorney-in-Fact
CONNECTICUT NATURAL GAS CORP.
BY: E.M. Karanian
---------------------------
TITLE: Asst. VP Energy Planning &
Procurement
---------------------------
DATE: 2/9/95
---------------------------
6<PAGE>
<TABLE>
<CAPTION>
GAS TRANSPORTATION AGREEMENT
(For Use Under FT-A Rate Schedule)
EXHIBIT "A"
AMENDMENT #0 TO GAS TRANSPORTATION AGREEMENT
DATED October 1st, 1993
BETWEEN
TENNESSEE GAS PIPELINE COMPANY
AND
CONNECTICUT NATURAL GAS CORP
SERVICE PACKAGE: 3900
SERVICE PACKAGE TQ: 2,336
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
METER AMD METER NAME INTERCONNECT PARTY NAME COUNTY ST ZONE R/D LEG METER-TQ
------------------------------------------------------------------------------------------------------------------------------
010173 0 VALERO-SUN PLANT DEHYD STARR TX 00 R 100 2,336
020044 0 CNG-BRRUN CORNWELL W VA CNG TRANSMISSION CORP KANAWHA WV 03 D 087 2,336
</TABLE>
NUMBER OF RECEIPT POINTS: 1
NUMBER OF DELIVERY POINTS: 1
Note: Exhibit "A" is a reflection of the contract and all amendments as
of the amendment effective date.
7<PAGE>
SERVICE PACKAGE NO. 3901
AMENDMENT NO. 0
GAS TRANSPORTATION AGREEMENT
(For Use Under FT-A Rate Schedule)
THIS AGREEMENT is made and entered into as of the 1st day of October, 1993,
by and between TENNESSEE GAS PIPELINE COMPANY, a Delaware Corporation,
hereinafter referred to as "Transporter" and CONNECTICUT NATURAL GAS CORP,
a CONNECTICUT Corporation, hereinafter referred to as "Shipper."
Transporter and Shipper shall collectively be referred to herein as the
"Parties."
ARTICLE I
DEFINITIONS
1.1 TRANSPORTATION QUANTITY (TQ) - shall mean the maximum daily quantity
of gas which Transporter agrees to receive and transport on a firm
basis, subject to Article II herein, for the account of Shipper
hereunder on each day during each year during the term hereof, which
shall be 4,152 dekatherms. Any limitations of the quantities to be
received from each Point of Receipt and/or delivered to each Point
of Delivery shall be as specified on Exhibit "A" attached hereto.
1.2 EQUIVALENT QUANTITY - shall be as defined in Article I of the
General Terms and Conditions of Transporter's FERC Gas Tariff.
ARTICLE II
TRANSPORTATION
Transportation Service - Transporter agrees to accept and receive daily on
a firm basis, at the Point(s) of Receipt from Shipper or for Shipper's
account such quantity of gas as Shipper makes available up to the
Transportation Quantity, and to deliver to or for the account of Shipper to
the Point(s) of Delivery an Equivalent Quantity of gas.
ARTICLE III
POINT(S) OF RECEIPT AND DELIVERY
The Primary Point(s) of Receipt and Delivery shall be those points
specified on Exhibit "A" attached hereto.
ARTICLE IV
All facilities are in place to render the service provided for in this
Agreement.
1<PAGE>
SERVICE PACKAGE NO. 3901
AMENDMENT NO. 0
GAS TRANSPORTATION AGREEMENT
(For Use Under FT-A Rate Schedule)
ARTICLE V
QUALITY SPECIFICATIONS AND STANDARDS FOR MEASUREMENT
For all gas received, transported and delivered hereunder the Parties
agree to the Quality Specifications and Standards for Measurement as
specified in the General Terms and Conditions of Transporter's FERC Gas
Tariff Volume No. 1. To the extent that no new measurement facilities
are installed to provide service hereunder, measurement operations will
continue in the manner in which they have previously been handled. In
the event that such facilities are not operated by Transporter or a
downstream pipeline, then responsibility for operations shall be deemed
to be Shipper's.
ARTICLE VI
RATES AND CHARGES FOR GAS TRANSPORTATION
6.1 TRANSPORTATION RATES - Commencing upon the effective date hereof,
the rates, charges, and surcharges to be paid by Shipper to
Transporter for the transportation service provided herein shall
be in accordance with Transporter's Rate Schedule FT-A and the
General Terms and Conditions of Transporter's FERC Gas Tariff.
6.2 INCIDENTAL CHARGES - Shipper agrees to reimburse Transporter for
any filing or similar fees, which have not been previously paid
for by Shipper, which Transporter incurs in rendering service
hereunder.
6.3 CHANGES IN RATES AND CHARGES - Shipper agrees that Transporter
shall have the unilateral right to file with the appropriate
regulatory authority and make effective changes in (a) the rates
and charges applicable to service pursuant to Transporter's Rate
Schedule FT-A, (b) the rate schedule(s) pursuant to which service
hereunder is rendered, or (c) any provision of the General Terms
and Conditions applicable to those rate schedules. Transporter
agrees that Shipper may protest or contest the aforementioned
filings, or may seek authorization from duly constituted
regulatory authorities for such adjustment of Transporter's
existing FERC Gas Tariff as may be found necessary to assure
Transporter just and reasonable rates.
ARTICLE VII
BILLINGS AND PAYMENTS
Transporter shall bill and Shipper shall pay all rates and charges in
accordance with Articles V and VI, respectively, of the General Terms
and Conditions of Transporter's FERC Gas Tariff.
2<PAGE>
SERVICE PACKAGE NO. 3901
AMENDMENT NO. 0
GAS TRANSPORTATION AGREEMENT
(For Use Under FT-A Rate Schedule)
ARTICLE VIII
GENERAL TERMS AND CONDITIONS
This Agreement shall be subject to the effective provisions of
Transporter's Rate Schedule FT-A and to the General Terms and Conditions
incorporated therein, as the same may be changed or superseded from time
to time in accordance with the rules and regulations of the FERC.
ARTICLE IX
REGULATION
9.1 This Agreement shall be subject to all applicable and lawful
governmental statutes, orders, rules and regulations and is
contingent upon the receipt and continuation of all necessary
regulatory approvals or authorizations upon terms acceptable to
Transporter. This Agreement shall be void and of no force and
effect if any necessary regulatory approval is not so obtained or
continued. All Parties hereto shall cooperate to obtain or
continue all necessary approvals or authorizations, but no Party
shall be liable to any other Party for failure to obtain or
continue such approvals or authorizations.
9.2 The transportation service described herein shall be provided
subject to Subpart G, Part 284, of the FERC Regulations.
ARTICLE X
RESPONSIBILITY DURING TRANSPORTATION
Except as herein specified, the responsibility for gas during
transportation shall be as stated in the General Terms and Conditions of
Transporter's FERC Gas Tariff Volume No. 1.
ARTICLE XI
WARRANTIES
11.1 In addition to the warranties set forth in Article IX of the
General Terms and Conditions of Transporter's FERC Gas Tariff,
Shipper warrants the following:
(a) Shipper warrants that all upstream and downstream
transportation arrangements are in place, or will be in place
as of the requested effective date of service, and that it
has advised the upstream and downstream transporters of the
receipt and delivery points under this Agreement and any
quantity limitations for each point as specified on Exhibit
"A" attached hereto. Shipper agrees to indemnify and hold
3<PAGE>
SERVICE PACKAGE NO. 3901
AMENDMENT NO. 0
GAS TRANSPORTATION AGREEMENT
(For Use Under FT-A Rate Schedule)
Transporter harmless for refusal to transport gas hereunder
in the event any upstream or downstream transporter fails to
receive or deliver gas as contemplated by this Agreement.
(b) Shipper agrees to indemnify and hold Transporter harmless
from all suits, actions, debts, accounts, damages, costs,
losses and expenses (including reasonable attorneys fees)
arising from or out of breach of any warranty by Shipper
herein.
11.2 Transporter shall not be obligated to provide or continue service
hereunder in the event of any breach of warranty.
ARTICLE XII
TERM
12.1 This Agreement shall be effective as of the 1st day of October,
1993, and shall remain in force and effect until the 31st day of
October, 2000,("Primary Term") and on a month to month basis
thereafter unless terminated by either Party upon at least thirty
(30) days prior written notice to the other Party; provided,
however, that if the Primary Term is one year or more, then
unless Shipper elects upon one year's prior written notice to
Transporter to request a lesser extension term, the Agreement
shall automatically extend upon the expiration of the Primary
Term for a term of five years and shall automatically extend for
successive five year terms thereafter unless Shipper provides
notice described above in advance of the expiration of a
succeeding term; provided further, if the FERC or other
governmental body having jurisdiction over the service rendered
pursuant to this Agreement authorizes abandonment of such
service, this Agreement shall terminate on the abandonment date
permitted by the FERC or such other governmental body.
12.2 Any portions of this Agreement necessary to resolve or cash-out
imbalances under this Agreement as required by the General Terms
and Conditions of Transporter's FERC Gas Tariff Volume No. 1,
shall survive the other parts of this Agreement until such time
as such balancing has been accomplished; provided, however, that
Transporter notifies Shipper of such imbalance no later than
twelve months after the termination of this Agreement.
12.3 This Agreement will terminate automatically upon written notice
from Transporter in the event Shipper fails to pay all of the
amount of any bill for service rendered by Transporter hereunder
in accord with the terms and conditions of Article VI of the
General Terms and Conditions of Transporter's FERC Tariff.
4<PAGE>
SERVICE PACKAGE NO. 3901
AMENDMENT NO. 0
GAS TRANSPORTATION AGREEMENT
(For Use Under FT-A Rate Schedule)
ARTICLE XIII
NOTICE
Except as otherwise provided in the General Terms and Conditions
applicable to this Agreement, any notice under this Agreement shall be
in writing and mailed to the post office address of the Party intended
to receive the same, as follows:
TRANSPORTER: Tennessee Gas Pipeline Company
P. O. Box 2511
Houston, Texas 77252-2511
Attention: Transportation Marketing
SHIPPER:
NOTICES: CONNECTICUT NATURAL GAS CORP
100 COLUMBUS BLVD
P. O. BOX 1500
HARTFORD, CT 06144
Attention: JOHN P. RUDIAK
BILLING: CONNECTICUT NATURAL GAS CORP
100 COLUMBUS BLVD
P. O. BOX 1500
HARTFORD, CT 06144
Attention: JULIA SCHIAVI /EK
or to such other address as either Party shall designate by formal
written notice to the other.
ARTICLE XIV
ASSIGNMENTS
14.1 Either Party may assign or pledge this Agreement and all rights
and obligations hereunder under the provisions of any mortgage,
deed of trust, indenture, or other instrument which it has
executed or may execute hereafter as security for indebtedness.
Either Party may, without relieving itself of its obligation
under this Agreement, assign any of its rights hereunder to a
company with which it is affiliated. Otherwise, Shipper shall
not assign this Agreement or any of its rights hereunder, except
in accord with Article III, Section 11 of the General Terms and
Conditions of Transporter's FERC Gas Tariff.
14.2 Any person which shall succeed by purchase, merger, or
consolidation to the properties, substantially as an entirety, of
either Party hereto shall be entitled to the rights and shall be
5<PAGE>
SERVICE PACKAGE NO. 3901
AMENDMENT NO. 0
GAS TRANSPORTATION AGREEMENT
(For Use Under FT-A Rate Schedule)
subject to the obligations of its predecessor in interest under
this Agreement.
ARTICLE XV
MISCELLANEOUS
15.1 The interpretation and performance of this Agreement shall be in
accordance with and controlled by the laws of the State of Texas,
without regard to the doctrines governing choice of law.
15.2 If any provisions of this Agreement is declared null and void, or
voidable, by a court of competent jurisdiction, then that
provision will be considered severable at either Party's option;
and if the severability option is exercised, the remaining
provisions of the Agreement shall remain in full force and
effect.
15.3 Unless otherwise expressly provided in this Agreement or
Transporter's Gas Tariff, no modification of or supplement to the
terms and provisions stated in this agreement shall be or become
effective until Shipper has submitted a request for change
through the TENN-SPEED (Trademark) 2 System and Shipper has been
notified through TENN-SPEED 2 of Transporter's agreement to such
change.
15.4 Exhibit "A" attached hereto is incorporated herein by reference
and made a part hereof for all purposes.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to
be duly executed as of the date first hereinabove written.
TENNESSEE GAS PIPELINE COMPANY
BY: Byron S. Wright
---------------------------
Byron S. Wright 4-7-95
Agent and Attorney-in-Fact
CONNECTICUT NATURAL GAS CORP.
BY: E.M. Karanian
----------------------------
TITLE: Asst VP
-------------------------
DATE: 2/9/95
-------------------------
6<PAGE>
<TABLE>
<CAPTION>
GAS TRANSPORTATION AGREEMENT
(For Use Under FT-A Rate Schedule)
EXHIBIT "A"
AMENDMENT #0 TO GAS TRANSPORTATION AGREEMENT
DATED October 1st, 1993
BETWEEN
TENNESSEE GAS PIPELINE COMPANY
AND
CONNECTICUT NATURAL GAS CORP
SERVICE PACKAGE: 3901
SERVICE PACKAGE TQ: 4,152 Dth
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
METER AMD METER NAME INTERCONNECT PARTY NAME COUNTY ST ZONE R/D LEG METER-TQ
------------------------------------------------------------------------------------------------------------------------------
001366 0 TRANSCONTINENTAL - UTOS EXCHAN CAMERON LA 01 R 800 1,416
010173 0 VALERO-SUN PLANT DEHYD STARR TX 00 R 100 26
011294 0 CHEVRON-SOUTH PASS BLK 77 A CHEVRON USA INC OFFSHORE-FEDERA OL 01 R 500 2,710
020795 0 SOUTH WEBSTER SCIOTO OH 04 D 200 4,152
</TABLE>
NUMBER OF RECEIPT POINTS: 3
NUMBER OF DELIVERY POINTS: 1
Note: Exhibit "A" is a reflection of the contract and all amendments
as of the amendment effective date.
7<PAGE>
SERVICE PACKAGE 2075
AMENDMENT NO. 0
GAS TRANSPORTATION AGREEMENT
(For Use Under FT-A Rate Schedule)
THIS AGREEMENT is made and entered into as of the 1st day of
September, 1993, by and between TENNESSEE GAS PIPELINE COMPANY,
a Delaware Corporation, hereinafter referred to as
"Transporter" and CONNECTICUT NATURAL GAS CORPORATION, a
CONNECTICUT Corporation, hereinafter referred to as "Shipper."
Transporter and Shipper shall collectively be referred to
herein as the "Parties."
ARTICLE I
DEFINITIONS
1.1 TRANSPORTATION QUANTITY (TQ) - shall mean the maximum
daily quantity of gas which Transporter agrees to receive
and transport on a firm basis, subject to Article II
herein, for the account of Shipper hereunder on each day
during each year during the term hereof, which shall be
731 dekatherms. Any limitations of the quantities to be
received from each Point of Receipt and/or delivered to
each Point of Delivery shall be as specified on Exhibit
"A" attached hereto.
1.2 EQUIVALENT QUANTITY - shall be as defined in Article I of
the General Terms and Conditions of Transporter's FERC
Gas Tariff.
ARTICLE II
TRANSPORTATION
Transportation Service - Transporter agrees to accept and
receive daily on a firm basis, at the Point(s) of Receipt from
Shipper or for Shipper's account such quantity of gas as
Shipper makes available up to the Transportation Quantity, and
to deliver to or for the account of Shipper to the Point(s) of
Delivery an Equivalent Quantity of gas.
ARTICLE III
POINT(S) OF RECEIPT AND DELIVERY
The Primary Point(s) of Receipt and Delivery shall be those
points specified on Exhibit "A" attached hereto.
ARTICLE IV
All facilities are in place to render the service provided for
in this Agreement.
<PAGE>
SERVICE PACKAGE 2075
AMENDMENT NO. 0
ARTICLE V
QUALITY SPECIFICATIONS AND STANDARDS FOR MEASUREMENT
For all gas received, transported and delivered hereunder the
Parties agree to the Quality Specifications and Standards for
Measurement as specified in the General Terms and Conditions of
Transporter's FERC Gas Tariff Volume No. 1. To the extent that
no new measurement facilities are installed to provide service
hereunder, measurement operations will continue in the manner
in which they have previously been handled. In the event that
such facilities are not operated by Transporter or a downstream
pipeline, then responsibility for operations shall be deemed
to be Shipper's.
ARTICLE VI
RATES AND CHARGES FOR GAS TRANSPORTATION
6.1 TRANSPORTATION RATES - Commencing upon the effective date
hereof, the rates, charges, and surcharges to be paid by
Shipper to Transporter for the transportation service
provided herein shall be in accordance with Transporter's
Rate Schedule FT-A and the General Terms and Conditions
of Transporter's FERC Gas Tariff.
6.2 INCIDENTAL CHARGES - Shipper agrees to reimburse
Transporter for any filing or similar fees, which have
not been previously paid for by Shipper, which
Transporter incurs in rendering service hereunder.
6.3 CHANGES IN RATES AND CHARGES - Shipper agrees that
Transporter shall have the unilateral right to file with
the appropriate regulatory authority and make effective
changes in (a) the rates and charges applicable to
service pursuant to Transporter's Rate Schedule FT-A, (b)
the rate schedule(s) pursuant to which service hereunder
is rendered, or (c) any provision of the General Terms
and Conditions applicable to those rate schedules.
Transporter agrees that Shipper may protest or contest
the aforementioned filings, or may seek authorization
from duly constituted regulatory authorities for such
adjustment of Transporter's existing FERC Gas Tariff as
may be found necessary to assure Transporter just and
reasonable rates.
ARTICLE VII
BILLINGS AND PAYMENTS
Transporter shall bill and Shipper shall pay all rates and
charges in accordance with Articles V and VI, respectively, of
the General Terms and Conditions of Transporter's FERC Gas
Tariff.
-2-<PAGE>
SERVICE PACKAGE 2075
AMENDMENT NO. 0
ARTICLE VIII
GENERAL TERMS AND CONDITIONS
This Agreement shall be subject to the effective provisions of
Transporter's Rate Schedule FT-A and to the General Terms and
Conditions incorporated therein, as the same may be changed or
superseded from time to time in accordance with the rules and
regulations of the FERC.
ARTICLE IX
REGULATION
9.1 This Agreement shall be subject to all applicable and
lawful governmental statutes, orders, rules and
regulations and is contingent upon the receipt and
continuation of all necessary regulatory approvals or
authorizations upon terms acceptable to Transporter.
This Agreement shall be void and of no force and effect
if any necessary regulatory approval is not so obtained
or continued. All Parties hereto shall cooperate to
obtain or continue all necessary approvals or
authorizations, but no Party shall be liable to any other
Party for failure to obtain or continue such approvals or
authorizations.
9.2 The transportation service described herein shall be
provided subject to Subpart G, Part 284, of the FERC
Regulations.
ARTICLE X
RESPONSIBILITY DURING TRANSPORTATION
Except as herein specified, the responsibility for gas during
transportation shall be as stated in the General Terms and
Conditions of Transporter's FERC Gas Tariff Volume No. 1.
ARTICLE XI
WARRANTIES
11.1 In addition to the warranties set forth in Article IX of
the General Terms and Conditions of Transporter's FERC
Gas Tariff, Shipper warrants the following:
(a) Shipper warrants that all upstream and downstream
transportation arrangements are in place, or will
be in place as of the requested effective date of
service, and that it has advised the upstream and
downstream transporters of the receipt and delivery
points under this Agreement and any quantity
-3-<PAGE>
SERVICE PACKAGE 2075
AMENDMENT NO. 0
limitations for each point as specified on Exhibit
"A" attached hereto. Shipper agrees to indemnify
and hold Transporter harmless for refusal to
transport gas hereunder in the event any upstream
or downstream transporter fails to receive or
deliver gas as contemplated by this Agreement.
(b) Shipper agrees to indemnify and hold Transporter
harmless from all suits, actions, debts, accounts,
damages, costs, losses and expenses (including
reasonable attorneys fees) arising from or out of
breach of any warranty by Shipper herein.
11.2 Transporter shall not be obligated to provide or continue
service hereunder in the event of any breach of warranty.
ARTICLE XII
TERM
12.1 This Agreement shall be effective as of the 1st day of
September, 1993, and shall remain in force and effect
until the 14th day of January, 2013, ("Primary Term") and
on a month to month basis thereafter unless terminated by
either Party upon at least thirty (30) days prior written
notice to the other Party; provided, however, that if the
Primary Term is one year or more, then unless Shipper
elects upon one year's prior written notice to
Transporter to request a lesser extension term, the
Agreement shall automatically extend upon the expiration
of the Primary Term for a term of five years and shall
automatically extend for successive five year terms
thereafter unless Shipper provides notice described above
in advance of the expiration of a succeeding term;
provided further, if the FERC or other governmental body
having jurisdiction over the service rendered pursuant to
this Agreement authorizes abandonment of such service,
this Agreement shall terminate on the abandonment date
permitted by the FERC or such other governmental body.
12.2 Any portions of this Agreement necessary to resolve or
cash-out imbalances under this Agreement as required by
the General Terms and Conditions of Transporter's FERC
Gas Tariff Volume No. 1, shall survive the other parts of
this Agreement until such time as such balancing has been
accomplished; provided, however, that Transporter
notifies Shipper of such imbalance no later than twelve
months after the termination of this Agreement.
12.3 This Agreement will terminate automatically upon written
notice from Transporter in the event Shipper fails to pay
all of the amount of any bill for service rendered by
Transporter hereunder in accord with the terms and
conditions of Article VI of the General Terms and
Conditions of Transporter's FERC Tariff.
-4-<PAGE>
SERVICE PACKAGE 2075
AMENDMENT NO. 0
ARTICLE XIII
NOTICE
Except as otherwise provided in the General Terms and
Conditions applicable to this Agreement, any notice under this
Agreement shall be in writing and mailed to the post office
address of the Party intended to receive the same, as follows:
TRANSPORTER: TENNESSEE GAS PIPELINE COMPANY
P.O. BOX 2511
HOUSTON, TX 77252-2511
ATTENTION: TRANSPORTATION MARKETING
SHIPPER:
NOTICES: CONNECTICUT NATURAL GAS CORPORATION
100 COLUMBUS BLVD
HARTFORD, CT 06144
Attention: JOHN P. RUDIAK
BILLING: CONNECTICUT NATURAL GAS CORPORATION
100 COLUMBUS BLVD
HARTFORD, CT 06144
Attention: Julia Schiavi /EK
or to such other address as either Party shall designate by
formal written notice to the other.
ARTICLE XIV
ASSIGNMENTS
14.1 Either Party may assign or pledge this Agreement and all
rights and obligations hereunder under the provisions of
any mortgage, deed of trust, indenture, or other
instrument which it has executed or may execute hereafter
as security for indebtedness. Either Party may, without
relieving itself of its obligation under this Agreement,
assign any of its rights hereunder to a company with
which it is affiliated. Otherwise, Shipper shall not
assign this Agreement or any of its rights hereunder,
except in accord with Article II Section 11 of the
General Terms and Conditions of Transporter's FERC Gas
Tariff.
14.2 Any person which shall succeed by purchase, merger, or
consolidation to the properties, substantially as an
entirety, of either Party hereto shall be entitled to the
rights and shall be subject to the obligations of its
predecessor in interest under this Agreement.
-5-<PAGE>
SERVICE PACKAGE 2075
AMENDMENT NO. 0
ARTICLE XV
MISCELLANEOUS
15.1 The interpretation and performance of this Agreement
shall be in accordance with and controlled by the laws of
the State of Texas, without regard to the doctrines
governing choice of law.
15.2 If any provisions of this Agreement is declared null and
void, or voidable, by a court of competent jurisdiction,
then that provision will be considered severable at
either Party's option; and if the severability option is
exercised, the remaining provisions of the Agreement
shall remain in full force and effect.
15.3 Unless otherwise expressly provided in this Agreement or
Transporter's Gas Tariff, no modification of or
supplement to the terms and provisions stated in this
agreement shall be or become effective until Shipper has
submitted a request for change through the TENN-SPEED
(Trademark) 2 System and Shipper has been notified
through TENN-SPEED 2 of Transporter's agreement to such
change.
15.4 Exhibit "A" attached hereto is incorporated herein by
reference and made a part hereof for all purposes.
IN WITNESS WHEREOF, the Parties hereto have caused this
Agreement to be duly executed as of the date first hereinabove
written.
TENNESSEE GAS PIPELINE COMPANY
BY: Byron S. Wright 4-7-95
---------------------------
Byron S. Wright
Agent and Attorney-in-Fact
CONNECTICUT NATURAL GAS CORPORATION
BY: E.M. Karanian
-----------------------------
TITLE: Asst. VP
-------------------------
DATE: 2/9/95
--------------------------
-6-<PAGE>
<TABLE>
<CAPTION>
GAS TRANSPORTATION AGREEMENT
(For Use Under FT-A Rate Schedule)
EXHIBIT "A"
AMENDMENT #0 TO GAS TRANSPORTATION AGREEMENT
DATED September 1, 1993
BETWEEN
TENNESSEE GAS PIPELINE COMPANY
AND
CONNECTICUT NATURAL GAS CORPORATION
CONNECTICUT NATURAL GAS CORPORATION
EFFECTIVE DATE OF AMENDMENT: September 1, 1993
RATE SCHEDULE: FT-A
SERVICE PACKAGE: 2075
SERVICE PACKAGE TQ: 731 Dth
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
METER METER NAME INTERCONNECT PARTY NAME COUNTY ST ZONE R/D LEG METER-TQ BILLABLE-TQ
------------------------------------------------------------------------------------------------------------------------------
010902 TRANS-NIAGARA RIVER PURCHASE TRANS CANADA PIPELINE LTD NIAGARA NY 05 R 230 731 731
Total Receipt TQ: 731 731
020217 CONNECTICUT-PUTNAM LAKE CONN CONNECTICUT NATURAL GAS CORP FAIRFIELD CT 06 D 300 731 731
Total Delivery TQ: 731 731
</TABLE>
NUMBER OF RECEIPT POINTS AFFECTED: 1
NUMBER OF DELIVERY POINTS AFFECTED: 1
Note: Exhibit "A" is a reflection of the contract and all amendments
as of the amendment effective date.
<PAGE>
SERVICE PACKAGE 6445
AMENDMENT NO. 0
GAS STORAGE CONTRACT
(For Use Under Rate Schedule FS)
This Agreement is made as of the 1st day of April 1994, by and between
TENNESSEE GAS PIPELINE COMPANY, a Delaware corporation herein called
"Transporter," and CONNECTICUT NATURAL GAS CORPORATION, a CONNECTICUT
Corporation, herein called "Shipper." Transporter and Shipper collectively
shall be referred to herein as the "Parties."
ARTICLE I - SCOPE OF AGREEMENT
Following the commencement of service hereunder, in accordance with the
terms of Transporter's Rate Schedule FS, and of this Agreement, Transporter
shall receive for injection for Shipper's account a daily quantity of gas
up to Shipper's Maximum Injection Quantity of 6,667 (Dth) and Maximum
Storage Quantity of 1,000,000 dekatherms(Dth) (on a cumulative basis) and
on demand shall withdraw from Shipper's storage account and deliver to
Shipper a daily quantity of gas up to Shipper's Maximum Daily Withdrawal
Quantity of 0 Dth.
ARTICLE II - SERVICE POINT
The point or points at which the gas is to be tendered for delivery by
Transporter to Shipper under this Agreement shall be at the storage service
point at Transporter's Compressor Station 40.
ARTICLE III - PRICE
1. Shipper agrees to pay Transporter for all natural gas storage service
furnished to Shipper hereunder, including compensation for system fuel
and losses, at Transporter's legally effective rate or at any effective
superseding rate applicable to the type of service specified herein.
Transporter's present legally effective rate for said service is
contained in Transporter's Tariff as filed with the Federal Energy
Regulatory Commission.
2. Shipper agrees to reimburse Transporter for any filing or similar fees,
which have not been previously paid by Shipper, which Transporter incurs
in rendering service hereunder.
3. Shipper agrees that Transporter shall have the unilateral right to file
with the appropriate regulatory authority and make changes effective in
(a) the rates and charges applicable to service pursuant to
Transporter's Rate Schedule FS, (b) the rate schedule(s) pursuant to
which service hereunder is rendered, or (c) any provision of the General
Terms and Conditions applicable to those rate schedules. Transporter
agrees that Shipper may protest or contest the aforementioned filings,
or may seek authorization from duly constituted regulatory authorities
for such adjustment of Transporter's existing FERC Gas Tariff as may be
found necessary to assure Transporter just and reasonable rates.
- 1 -<PAGE>
SERVICE PACKAGE 6445
AMENDMENT NO. 0
ARTICLE IV - INCORPORATION OF RATE SCHEDULE AND TARIFF PROVISIONS
This agreement shall be subject to the terms of Transporter's Rate Schedule
FS, as filed with the Federal Energy Regulatory Commission, together with
the General Terms and Conditions applicable thereto (including any changes
in said Rate Schedule or General Terms and Conditions as may from time to
time be filed and made effective by Transporter).
ARTICLE V - TERM OF AGREEMENT
This Agreement shall be effective as of the 1st day of April 1994, and
shall remain in force and effect until 31st March, 1995 ("Primary Term")
and on a Month-to-Month basis thereafter unless terminated by either Party
upon at least thirty (30) days prior written notice to the other Party;
provided, however, that if the FERC or other governmental body having
jurisdiction over the service rendered pursuant to this Agreement
authorizes abandonment of such service, this Agreement shall terminate on
the abandonment date permitted by the FERC or such other governmental body.
This Agreement will terminate upon notice from Transporter in the event
Shipper fails to pay all of the amount of any bill for service rendered by
Transporter hereunder in accordance with the terms and conditions of
Article VI of the General Terms and Conditions of Transporters Tariff.
ARTICLE VI - NOTICES
Except as otherwise provided in the General Terms and Conditions applicable
to this Agreement, any notice under this Agreement shall be in writing and
mailed to the post office address of the Party intended to receive the
same, as follows:
TRANSPORTER: TENNESSEE GAS PIPELINE COMPANY
P. O. BOX 2511
HOUSTON, TX 77252-2511
ATTENTION: TRANSPORTATION MARKETING
SHIPPER:
NOTICES: CONNECTICUT NATURAL GAS CORPORATION
100 COLUMBUS BLVD
HARTFORD, CT 06144
ATTENTION: JOHN P. RUDIAK
BILLING: CONNECTICUT NATURAL GAS CORPORATION
100 COLUMBUS BLVD
HARTFORD, CT 06144
ATTENTION: PATRICIA HATCH
or to such other address as either Party shall designate by formal written
notice to the other.
- 2 -<PAGE>
SERVICE PACKAGE 6445
AMENDMENT NO. 0
ARTICLE VII - ASSIGNMENT
Any company which shall succeed by purchase, merger or consolidation to the
properties, substantially as an entirety, of Transporter or of Shipper, as
the case may be, shall be entitled to the rights and shall be subject to
the obligations of its predecessor in title under this Agreement.
Otherwise no assignment of the Agreement or any of the rights or
obligations thereunder shall be made by Shipper, except pursuant to the
General Terms and Conditions of Transporter's FERC Gas Tariff.
It is agreed, however, that the restrictions on assignment contained in
this Article shall not in any way prevent either Party to the Agreement
from pledging or mortgaging its rights thereunder as security for its
indebtedness.
ARTICLE VIII - MISCELLANEOUS
8.1 The interpretation and performance of this Agreement shall be in
accordance with and controlled by the laws of the State of Texas,
without regard to doctrines governing choice of law.
8.2 If any provision of this Agreement is declared null and void, or
voidable, by a court of competent jurisdiction, then that provision
will be considered severable at either Party's option; and if the
severability option is exercised, the remaining provisions of the
Agreement shall remain in full force and effect.
8.3 Unless otherwise expressly provided in this Agreement or
Transporter's Tariff, no modification of or supplement to the terms
and provisions stated in this Agreement shall be or become
effective, until Shipper has submitted a request for change through
the TENN-SPEED (Trademark) 2 System and Shipper has been notified
through TENN-SPEED 2 of Transporter's agreement to such change.
ARTICLE IX - PRIOR AGREEMENTS CANCELLED
IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly
executed by their authorized agents.
- 3 -<PAGE>
SERVICE PACKAGE 6445
AMENDMENT NO. 0
TENNESSEE GAS PIPELINE COMPANY
BY Byron S. Wright 4-7-98
---------------------
Agent and Attorney-in-Fact
Byron S. Wright
CONNECTICUT NATURAL GAS CORPORATION
BY E.M. Karanian
----------------------
TITLE Asst. VP Energy Planning & Procurement
----------------------------------------
DATE 2/9/95
--------------------
- 4 -<PAGE>
<TABLE>
<CAPTION>
GAS STORAGE SERVICE AGREEMENT
EXHIBIT "A"
TO FIRM GAS STORGAE SERVICE AGREEMENT
DATED April 1, 1994
BETWEEN
TENNESSEE GAS PIPELINE COMPANY
AND
CONNECTICUT NATURAL GAS CORPORATION
CONNECTICUT NATURAL GAS CORPORATION
AMENDMENT: 0
SERVICE PACKAGE MSQ: 1,000,000
MAXIMUM DAILY WITHDRAWAL QUANTITY: 0
MAXIMUM DAILY INJECTION QUANTITY: 6,667
SERVICE POINT: Compressor Station 40
INJECTION METER: 060017 TGP - BEAR CREEK STOR INJECTION
WITHDRAWAL METER: 070017 TGP - BEAR CREEK STOR WITHDRAWAL
<S> <C> <C> <C> <C> <C> <C> <C> <C>
METER METER NAME COUNTY ST ZONE I/W LEG TOTAL-TQ BILLABLE-TQ
----------------------------------------------------------------------------------------------------------------------
060017 TGP - BEAR CREEK STOR INJECTION NATCHITOCHES LA 01 I 100 6,667 6,667
Total Injection TQ: 6,667 6,667
070017 TGP - BEAR CREEK STOR WITHDRAWAL NATCHITOCHES LA 01 W 100 0 0
Total Withdrawal TQ: 0 0
</TABLE>
NUMBER OF INJECTION POINTS AFFECTED: 1
NUMBER OF WITHDRAWAL POINTS AFFECTED: 1
Note: Exhibit "A" is a reflection of the contract and all amendments
as of the amendment effective date.
- 5 -<PAGE>
SERVICE PACKAGE 9283
AMENDMENT NO. 0
GAS TRANSPORTATION AGREEMENT
(For Use Under FT-A Rate Schedule)
THIS AGREEMENT is made and entered into as of the 24th day of January,
1995, by and between TENNESSEE GAS PIPELINE COMPANY, a Delaware
Corporation, hereinafter referred to as "Transporter" and CONNECTICUT
NATURAL GAS CORPORATION, a CONNECTICUT Corporation, hereinafter referred to
as "Shipper." Transporter and Shipper shall collectively be referred to
herein as the "Parties."
ARTICLE I
DEFINITIONS
1.1 TRANSPORTATION QUANTITY (TQ) - shall mean the maximum daily quantity
of gas which Transporter agrees to receive and transport on a firm
basis, subject to Article II herein, for the account of Shipper
hereunder on each day during each year during the term hereof, which
shall be 3,000 dekatherms. Any limitations of the quantities to be
received from each Point of Receipt and/or delivered to each Point
of Delivery shall be as specified on Exhibit "A" attached hereto.
1.2 EQUIVALENT QUANTITY - shall be as defined in Article I of the
General Terms and Conditions of Transporter's FERC Gas Tariff.
ARTICLE II
TRANSPORTATION
Transportation Service - Transporter agrees to accept and receive daily on
a firm basis, at the Point(s) of Receipt from Shipper or for Shipper's
account such quantity of gas as Shipper makes available up to the
Transportation Quantity, and to deliver to or for the account of Shipper to
the Point(s) of Delivery an Equivalent Quantity of gas.
ARTICLE III
POINT(S) OF RECEIPT AND DELIVERY
The Primary Point(s) of Receipt and Delivery shall be those points
specified on Exhibit "A" attached hereto.
ARTICLE IV
All facilities are in place to render the service provided for in this
Agreement.
<PAGE>
SERVICE PACKAGE 9283
AMENDMENT NO. 0
ARTICLE V
QUALITY SPECIFICATIONS AND STANDARDS FOR MEASUREMENT
For all gas received, transported and delivered hereunder the Parties agree
to the Quality Specifications and Standards for Measurement as specified in
the General Terms and Conditions of Transporter's FERC Gas Tariff Volume
No. 1. To the extent that no new measurement facilities are installed to
provide service hereunder, measurement operations will continue in the
manner in which they have previously been handled. In the event that such
facilities are not operated by Transporter or a downstream pipeline, then
responsibility for operations shall be deemed to be Shipper's.
ARTICLE VI
RATES AND CHARGES FOR GAS TRANSPORTATION
6.1 TRANSPORTATION RATES - Commencing upon the effective date hereof,
the rates, charges, and surcharges to be paid by Shipper to
Transporter for the transportation service provided herein shall be
in accordance with Transporter's Rate Schedule FT-A and the General
Terms and Conditions of Transporter's FERC Gas Tariff.
6.2 INCIDENTAL CHARGES - Shipper agrees to reimburse Transporter for any
filing or similar fees, which have not been previously paid for by
Shipper, which Transporter incurs in rendering service hereunder.
6.3 CHANGES IN RATES AND CHARGES - Shipper agrees that Transporter shall
have the unilateral right to file with the appropriate regulatory
authority and make effective changes in (a) the rates and charges
applicable to service pursuant to Transporter's Rate Schedule FT-A,
(b) the rate schedule(s) pursuant to which service hereunder is
rendered, or (c) any provision of the General Terms and Conditions
applicable to those rate schedules. Transporter agrees that Shipper
may protest or contest the aforementioned filings, or may seek
authorization from duly constituted regulatory authorities for such
adjustment of Transporter's existing FERC Gas Tariff as may be found
necessary to assure Transporter just and reasonable rates.
ARTICLE VII
BILLINGS AND PAYMENTS
Transporter shall bill and Shipper shall pay all rates and charges in
accordance with Articles V and VI, respectively, of the General Terms and
Conditions of Transporter's FERC Gas Tariff.
-2-<PAGE>
SERVICE PACKAGE 9283
AMENDMENT NO. 0
ARTICLE VIII
GENERAL TERMS AND CONDITIONS
This Agreement shall be subject to the effective provisions of
Transporter's Rate Schedule FT-A and to the General Terms and Conditions
incorporated therein, as the same may be changed or superseded from time to
time in accordance with the rules and regulations of the FERC.
ARTICLE IX
REGULATION
9.1 This Agreement shall be subject to all applicable and lawful
governmental statutes, orders, rules and regulations and is
contingent upon the receipt and continuation of all necessary
regulatory approvals or authorizations upon terms acceptable to
Transporter. This Agreement shall be void and of no force and
effect if any necessary regulatory approval is not so obtained or
continued. All Parties hereto shall cooperate to obtain or continue
all necessary approvals or authorizations, but no Party shall be
liable to any other Party for failure to obtain or continue such
approvals or authorizations.
9.2 The transportation service described herein shall be provided
subject to Subpart G, Part 284, of the FERC Regulations.
ARTICLE X
RESPONSIBILITY DURING TRANSPORTATION
Except as herein specified, the responsibility for gas during
transportation shall be as stated in the General Terms and Conditions of
Transporter's FERC Gas Tariff Volume No. 1.
ARTICLE XI
WARRANTIES
11.1 In addition to the warranties set forth in Article IX of the General
Terms and Conditions of Transporter's FERC Gas Tariff, Shipper
warrants the following:
(a) Shipper warrants that all upstream and downstream
transportation arrangements are in place, or will be in place
as of the requested effective date of service, and that it
has advised the upstream and downstream transporters of the
receipt and delivery points under this Agreement and any
quantity limitations for each point as specified on Exhibit
"A" attached hereto. Shipper agrees to indemnify and hold
Transporter harmless for refusal to transport gas hereunder
in the event any upstream or downstream transporter fails to
receive or deliver gas as contemplated by this Agreement.
-3-<PAGE>
SERVICE PACKAGE 9283
AMENDMENT NO. 0
(b) Shipper agrees to indemnify and hold Transporter harmless
from all suits, actions, debts, accounts, damages, costs,
losses and expenses (including reasonable attorneys fees)
arising from or out of breach of any warranty by Shipper
herein.
11.2 Transporter shall not be obligated to provide or continue service
hereunder in the event of any breach of warranty.
ARTICLE XII
TERM
12.1 This Agreement shall be effective as of the 24th day of January,
1995, and shall remain in force and effect until the 31st day of
January, 1995,("Primary Term") and on a week to week basis
thereafter unless terminated by either Party upon at least five (5)
days prior written notice to the other Party.
12.2 Any portions of this Agreement necessary to resolve or cash-out
imbalances under this Agreement as required by the General Terms and
Conditions of Transporter's FERC Gas Tariff Volume No. 1, shall
survive the other parts of this Agreement until such time as such
balancing has been accomplished; provided, however, that Transporter
notifies Shipper of such imbalance no later than twelve months after
the termination of this Agreement.
12.3 This Agreement will terminate automatically upon written notice from
Transporter in the event Shipper fails to pay all of the amount of
any bill for service rendered by Transporter hereunder in accord
with the terms and conditions of Article VI of the General Terms and
Conditions of Transporter's FERC Tariff.
-4-<PAGE>
SERVICE PACKAGE 9283
AMENDMENT NO. 0
ARTICLE XIII
NOTICE
Except as otherwise provided in the General Terms and Conditions applicable
to this Agreement, any notice under this Agreement shall be in writing and
mailed to the post office address of the Party intended to receive the
same, as follows:
TRANSPORTER: TENNESSEE GAS PIPELINE COMPANY
P.O. BOX 2511
HOUSTON, TX 77252-2511
ATTENTION: TRANSPORTATION MARKETING
SHIPPER:
NOTICES: CONNECTICUT NATURAL GAS CORPORATION
100 COLUMBUS BLVD
HARTFORD, CT 06144
ATTENTION: JOHN P. RUDIAK
BILLING: CONNECTICUT NATURAL GAS CORPORATION
100 COLUMBUS BLVD
HARTFORD, CT 06144
ATTENTION: PATRICIA HATCH
or to such other address as either Party shall designate by formal written
notice to the other.
ARTICLE XIV
ASSIGNMENTS
14.1 Either Party may assign or pledge this Agreement and all rights and
obligations hereunder under the provisions of any mortgage, deed of
trust, indenture, or other instrument which it has executed or may
execute hereafter as security for indebtedness. Either Party may,
without relieving itself of its obligation under this Agreement,
assign any of its rights hereunder to a company with which it is
affiliated. Otherwise, Shipper shall not assign this Agreement or
any of its rights hereunder, except in accord with Article III,
Section 11 of the General Terms and Conditions of Transporter's FERC
Gas Tariff.
14.2 Any person which shall succeed by purchase, merger, or consolidation
to the properties, substantially as an entirety, of either Party
hereto shall be entitled to the rights and shall be subject to the
obligations of its predecessor in interest under this Agreement.
-5-<PAGE>
SERVICE PACKAGE 9283
AMENDMENT NO. 0
ARTICLE XV
MISCELLANEOUS
15.1 The interpretation and performance of this Agreement shall be in
accordance with and controlled by the laws of the State of Texas,
without regard to the doctrines governing choice of law.
15.2 If any provisions of this Agreement is declared null and void, or
voidable, by a court of competent jurisdiction, then that provision
will be considered severable at either Party's option; and if the
severability option is exercised, the remaining provisions of the
Agreement shall remain in full force and effect.
15.3 Unless otherwise expressly provided in this Agreement or
Transporter's Gas Tariff, no modification of or supplement to the
terms and provisions stated in this agreement shall be or become
effective until Shipper has submitted a request for change through
the TENN-SPEED (Trademark) 2 System and Shipper has been notified
through TENN-SPEED 2 of Transporter's agreement to such change.
15.4 Exhibit "A" attached hereto is incorporated herein by reference and
made a part hereof for all purposes.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be
duly executed as of the date first hereinabove written.
TENNESSEE GAS PIPELINE COMPANY
BY: Byron S. Wright 4-10-95
---------------------------
Byron S. Wright
Agent and Attorney-in-Fact
CONNECTICUT NATURAL GAS CORPORATION
BY: E.M. Karanian
---------------------------
TITLE: Asst. VP EP&P
------------------------
DATE: 3/28/95
-------------------------
-6-<PAGE>
<TABLE>
<CAPTION>
GAS TRANSPORTATION AGREEMENT
(For Use Under FT-A Rate Schedule)
EXHIBIT "A"
AMENDMENT #0 TO GAS TRANSPORTATION AGREEMENT
DATED January 24, 1995
BETWEEN
TENNESSEE GAS PIPELINE COMPANY
AND
CONNECTICUT NATURAL GAS CORPORATION
CONNECTICUT NATURAL GAS CORPORATION
EFFECTIVE DATE OF AMENDMENT: January 24, 1995
RATE SCHEDULE: FT-A
SERVICE PACKAGE: 9283
SERVICE PACKAGE TQ: 3,000 Dth
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
METER METER NAME INTERCONNECT PARTY NAME COUNTY ST ZONE R/D LEG METER-TQ BILLABLE-TQ
------------------------------------------------------------------------------------------------------------------------------
020285 ALGONQUIN-MENDON MASS TIEOVER ALGONQUIN GAS TRANSMISSION CO WORCESTER MA 06 R 200 3,000 3,000
Total Receipt TQ: 3,000 3,000
020109 COMMONWEALTH-WORCESTER MASS COMMONWEALTH GAS CO WORCESTER MA 06 D 200 3,000 3,000
Total Delivery TQ: 3,000 3,000
</TABLE>
NUMBER OF RECEIPT POINTS AFFECTED: 1
NUMBER OF DELIVERY POINTS AFFECTED: 1
Note: Exhibit "A" is a reflection of the contract and all amendments
as of the amendment effective date.
<PAGE>
SECOND AMENDMENT TO
CONNECTICUT NATURAL GAS CORPORATION
EMPLOYEE SAVINGS PLAN
(AS AMENDED AND RESTATED
EFFECTIVE AS OF JANUARY 1, 1989)
The Connecticut Natural Gas Corporation Employee Savings Plan is
hereby amended as follows:
1. Section 2 is amended by the addition of the following new
Section 2.05A:
"2.05A `Change of Control' shall mean (i) the acquisition by
any individual, entity or group (within the meaning of Section
13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act")) (a "Person") of beneficial ownership
(within the meaning of Rule 13d-3 promulgated under the Exchange Act)
of 20% or more of either 1) the then outstanding shares of common
stock of the Corporation (the "Outstanding Common Stock") or 2) the
combined voting power of the then outstanding voting securities of
the Corporation entitled to vote generally in the election of
directors (the "Outstanding Voting Securities"); provided, however,
that for purposes of this subsection (i), the following acquisitions
shall not constitute a Change of Control: 1) any acquisition directly
from the Corporation, 2) any acquisition by the Corporation, 3) any
acquisition by any employee benefit plan (or related trust) sponsored
or maintained by the Corporation or any corporation controlled by the
Corporation or 4) any acquisition by any corporation pursuant to a
transaction which complies with clauses 1), 2) and 3) of subsection
(iii) of this Section 2.05A; or (ii) Individuals who, as of the date
hereof, constitute the Board of Directors (the "Incumbent Board")
cease for any reason to constitute at least a majority of the Board
of Directors; provided, however, that any individual becoming a
director subsequent to the date hereof whose election, or nomination
for election by the Corporation's shareholders, was approved by a
vote of at least a majority of the directors then comprising the
Incumbent Board shall be considered as though such individual were a
member of the Incumbent Board, but excluding, for this purpose, any
such individual whose initial assumption of office occurs as a result
of an actual or threatened election contest with respect to the
election or removal of directors or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person other
than the Board of Directors; or (iii) Consummation of a
reorganization, merger or consolidation or sale or other disposition
of all or substantially all of the assets of the Corporation (a
"Business Combination"), in each case, unless, following such
Business Combination, 1) all or substantially all of the individuals
and entities who were the beneficial owners, respectively, of the
Outstanding Common Stock and Outstanding Voting Securities
immediately prior to such Business Combination beneficially own,
directly or indirectly, more than 50% of, respectively, the then
outstanding shares of common stock and the combined voting power of
the then outstanding voting securities entitled to vote generally in
the election of directors, as the case may be, of the corporation
resulting from such Business Combination (including, without
limitation, a corporation which as a result of such transaction owns<PAGE>
the Corporation or all or substantially all of the Corporation's
assets either directly or through one or more subsidiaries) in
substantially the same proportions as their ownership, immediately
prior to such Business Combination of the Outstanding Common Stock
and Outstanding Voting Securities, as the case may be 2) no Person
(excluding any corporation resulting from such Business Combination
or any employee benefit plan (or related trust) of the Corporation or
such corporation resulting from such Business Combination)
beneficially owns, directly or indirectly, 20% or more of,
respectively, the then outstanding shares of common stock of the
corporation resulting from such Business Combination or the combined
voting power of the then outstanding voting securities of such
corporation except to the extent that such ownership existed prior to
the Business Combination and 3) at least a majority of the members of
the board of directors of the corporation resulting from such
Business Combination were members of the Incumbent Board at the time
of the execution of the initial agreement, or of the action of the
Board of Directors, providing for such Business Combination; or (iv)
Approval by the shareholders of the Corporation of a complete
liquidation or dissolution of the Corporation. As used in this
Section 2.05A, the term "Corporation" shall mean Connecticut Natural
Gas Corporation or any successor thereto."
2. The following is added to Section 9.03 at the end thereof:
"Notwithstanding the foregoing, effective as of the date of a
Change of Control, as defined in Section 2.05A, each
Participant who is employed by CNG or any of its subsidiaries
on or after the effective date of such Change of Control shall
have a fully vested interest in his Company Matching Account
without regard to the number of years of Continuous Service
completed."
3. Except as hereinabove modified and amended, the Amended and
Restated Plan, as amended, shall remain in full force and effect.
4. This Amendment is effective as of the date it is adopted.
IN WITNESS WHEREOF, the Company hereby executes this Second Amendment
this 27th day of June, 1995.
ATTEST: CONNECTICUT NATURAL GAS CORPORATION
Barbara Z. Rieck By: Frank H. Livingston
-------------------------- ---------------------------------
Its Vice President
-2-<PAGE>
SECOND AMENDMENT TO
CONNECTICUT NATURAL GAS CORPORATION
UNION EMPLOYEE SAVINGS PLAN
(AS AMENDED AND RESTATED
EFFECTIVE AS OF JANUARY 1, 1989)
The Connecticut Natural Gas Corporation Union Employee Savings Plan
is hereby amended as follows:
1. The following new paragraph (g) is added to Section 10.01:
"(g) All payments upon the death of a Participant shall
be payable as a lump sum as soon as practicable following the
Participant's death and in no event later than five years
following the Participant's death."
2. Except as hereinabove modified and amended, the Amended and
Restated Plan, as amended, shall remain in full force and effect.
IN WITNESS WHEREOF, the Company hereby executes this Second Amendment
this 24th day of January, 1995.
ATTEST: CONNECTICUT NATURAL GAS CORPORATION
Mark W. Dudzik By: Frank H. Livingston
------------------------- ---------------------------------
Its Vice President
<PAGE>
THIRD AMENDMENT TO
CONNECTICUT NATURAL GAS CORPORATION
UNION EMPLOYEE SAVINGS PLAN
(AS AMENDED AND RESTATED
EFFECTIVE AS OF JANUARY 1, 1989)
The Connecticut Natural Gas Corporation Union Employee Savings Plan
is hereby amended as follows:
1. Section 2 is amended by the addition of the following new
Section 2.05A:
"2.05A `Change of Control' shall mean (i) the acquisition by
any individual, entity or group (within the meaning of Section
13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act")) (a "Person") of beneficial ownership
(within the meaning of Rule 13d-3 promulgated under the Exchange Act)
of 20% or more of either 1) the then outstanding shares of common
stock of the Corporation (the "Outstanding Common Stock") or 2) the
combined voting power of the then outstanding voting securities of
the Corporation entitled to vote generally in the election of
directors (the "Outstanding Voting Securities"); provided, however,
that for purposes of this subsection (i), the following acquisitions
shall not constitute a Change of Control: 1) any acquisition directly
from the Corporation, 2) any acquisition by the Corporation, 3) any
acquisition by any employee benefit plan (or related trust) sponsored
or maintained by the Corporation or any corporation controlled by the
Corporation or 4) any acquisition by any corporation pursuant to a
transaction which complies with clauses 1), 2) and 3) of subsection
(iii) of this Section 2.05A; or (ii) Individuals who, as of the date
hereof, constitute the Board of Directors (the "Incumbent Board")
cease for any reason to constitute at least a majority of the Board
of Directors; provided, however, that any individual becoming a
director subsequent to the date hereof whose election, or nomination
for election by the Corporation's shareholders, was approved by a
vote of at least a majority of the directors then comprising the
Incumbent Board shall be considered as though such individual were a
member of the Incumbent Board, but excluding, for this purpose, any
such individual whose initial assumption of office occurs as a result
of an actual or threatened election contest with respect to the
election or removal of directors or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person other
than the Board of Directors; or (iii) Consummation of a
reorganization, merger or consolidation or sale or other disposition
of all or substantially all of the assets of the Corporation (a
"Business Combination"), in each case, unless, following such
Business Combination, 1) all or substantially all of the individuals
and entities who were the beneficial owners, respectively, of the
Outstanding Common Stock and Outstanding Voting Securities
immediately prior to such Business Combination beneficially own,
directly or indirectly, more than 50% of, respectively, the then
outstanding shares of common stock and the combined voting power of
the then outstanding voting securities entitled to vote generally in
the election of directors, as the case may be, of the corporation
resulting from such Business Combination (including, without
limitation, a corporation which as a result of such transaction owns<PAGE>
the Corporation or all or substantially all of the Corporation's
assets either directly or through one or more subsidiaries) in
substantially the same proportions as their ownership, immediately
prior to such Business Combination of the Outstanding Common Stock
and Outstanding Voting Securities, as the case may be 2) no Person
(excluding any corporation resulting from such Business Combination
or any employee benefit plan (or related trust) of the Corporation or
such corporation resulting from such Business Combination)
beneficially owns, directly or indirectly, 20% or more of,
respectively, the then outstanding shares of common stock of the
corporation resulting from such Business Combination or the combined
voting power of the then outstanding voting securities of such
corporation except to the extent that such ownership existed prior to
the Business Combination and 3) at least a majority of the members of
the board of directors of the corporation resulting from such
Business Combination were members of the Incumbent Board at the time
of the execution of the initial agreement, or of the action of the
Board of Directors, providing for such Business Combination; or (iv)
Approval by the shareholders of the Corporation of a complete
liquidation or dissolution of the Corporation. As used in this
Section 2.05A, the term "Corporation" shall mean Connecticut Natural
Gas Corporation or any successor thereto."
2. The following is added to Section 9.03 at the end thereof:
"Notwithstanding the foregoing, effective as of the date of a
Change of Control, as defined in Section 2.05A, each
Participant who is employed by CNG or any of its subsidiaries
on or after the effective date of such Change of Control shall
have a fully vested interest in his Company Matching Account
without regard to the number of years of Continuous Service
completed."
3. Except as hereinabove modified and amended, the Amended and
Restated Plan, as amended, shall remain in full force and effect.
4. This Amendment is effective as of the date it is adopted.
IN WITNESS WHEREOF, the Company hereby executes this Third Amendment
this 27th day of June, 1995.
ATTEST: CONNECTICUT NATURAL GAS CORPORATION
Barbara Z. Rieck By: Frank H. Livingston
---------------------------- --------------------------------
Its Vice President
-2-<PAGE>
AMENDMENT TO
CONNECTICUT NATURAL GAS CORPORATION
OFFICERS' RETIREMENT PLAN
THIS AMENDMENT made this 27th day of June, 1995 by CONNECTICUT
NATURAL GAS CORPORATION (the "Company") for the purpose of amending its
Officers' Retirement Plan,
W I T N E S S E T H :
WHEREAS, the Company has adopted and maintains the Officers'
Retirement Plan (the "Plan"); and
WHEREAS, the Company reserved the right to amend the Plan in Section
11 thereof; and
WHEREAS, the Company now wishes to amend the Plan in the following
respects;
NOW, THEREFORE, the Company amends the Plan as follows:
1. Section 8 is amended by the addition of the following sentence
at the end thereof:
"Notwithstanding the preceding sentence, if a Change of Control has
occurred, the benefits payable under this Plan shall be fully vested;
however, the requirements for reduction for years of service less
than fifteen, set forth in Section 8, shall continue to apply."
2. The following new Section 15 is added to the Plan:
"15. CHANGE OF CONTROL.
(a) For purposes of this Plan, a "Change of Control" shall
mean: (i) the acquisition by any individual, entity or group
(within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act")) (a "Person")
of beneficial ownership (within the meaning of Rule 13d-3 promulgated
under the Exchange Act) of 20% or more of either 1) the then
outstanding shares of common stock of the Company (the "Outstanding
Common Stock") or 2) the combined voting power of the then
outstanding voting securities of the Company entitled to vote
generally in the election of directors (the "Outstanding Voting
Securities"); provided, however, that for purposes of this subsection
(i), the following acquisitions shall not constitute a Change of
Control: 1) any acquisition directly from the Company, 2) any
acquisition by the Company, 3) any acquisition by any employee
benefit plan (or related trust) sponsored or maintained by the
Company or any corporation controlled by the Company or 4) any
acquisition by any corporation pursuant to a transaction which<PAGE>
complies with clauses 1), 2) and 3) of subsection (iii) of this
Section 15; or (ii) Individuals who, as of the date hereof,
constitute the Board (the "Incumbent Board") cease for any reason to
constitute at least a majority of the Board; provided, however, that
any individual becoming a director subsequent to the date hereof
whose election, or nomination for election by the Company's
shareholders, was approved by a vote of at least a majority of the
directors then comprising the Incumbent Board shall be considered as
though such individual were a member of the Incumbent Board, but
excluding, for this purpose, any such individual whose initial
assumption of office occurs as a result of an actual or threatened
election contest with respect to the election or removal of directors
or other actual or threatened solicitation of proxies or consents by
or on behalf of a Person other than the Board; or (iii) Consummation
of a reorganization, merger or consolidation or sale or other
disposition of all or substantially all of the assets of the Company
(a "Business Combination"), in each case, unless, following such
Business Combination, 1) all or substantially all of the individuals
and entities who were the beneficial owners, respectively, of the
Outstanding Common Stock and Outstanding Voting Securities
immediately prior to such Business Combination beneficially own,
directly or indirectly, more than 50% of, respectively, the then
outstanding shares of common stock and the combined voting power of
the then outstanding voting securities entitled to vote generally in
the election of directors, as the case may be, of the corporation
resulting from such Business Combination (including, without
limitation, a corporation which as a result of such transaction owns
the Company or all or substantially all of the Company's assets
either directly or through one or more subsidiaries) in substantially
the same proportions as their ownership, immediately prior to such
Business Combination of the Outstanding Common Stock and Outstanding
Voting Securities, as the case may be 2) no Person (excluding any
corporation resulting from such Business Combination or any employee
benefit plan (or related trust) of the Company or such corporation
resulting from such Business Combination) beneficially owns, directly
or indirectly, 20% or more of, respectively, the then outstanding
shares of common stock of the corporation resulting from such
Business Combination or the combined voting power of the then
outstanding voting securities of such corporation except to the
extent that such ownership existed prior to the Business Combination
and 3) at least a majority of the members of the board of directors
of the corporation resulting from such Business Combination were
members of the Incumbent Board at the time of the execution of the
initial agreement, or of the action of the Board, providing for such
Business Combination; or (iv) Approval by the shareholders of the
Company of a complete liquidation or dissolution of the Company.
(b) If a Change of Control has occurred, then each officer
who is participating in this Plan shall be considered to be vested
under the Plan even if the officer terminates employment, voluntarily
or involuntarily, prior to attainment of age sixty (60). In the
event such termination of employment occurs prior to attainment of
age sixty (60), however, benefits shall not commence until the
officer attains age sixty (60); and any offsets to the benefits
provided hereunder for benefits provided under any defined benefit
pension programs shall be calculated assuming that benefits commenced
thereunder at the time the officer attained age sixty (60). If the
officer terminates employment, voluntarily or involuntarily,
-2-<PAGE>
following a Change of Control, and thereafter dies prior to
attainment of age sixty (60), and is survived by a spouse to whom
he/she was married for at least one (1) year at the time of death,
then benefits shall be payable to such surviving spouse in accordance
with the provisions of Section 5(a)(1) hereof, even though such
officer is not then employed by the Corporation; provided that if any
survivor annuity benefits are payable under any defined benefit
pension programs referenced in said Section 5(a)(1), but such
benefits do not commence at the time of the officer's death, then the
value of such future benefits shall offset the benefits otherwise
provided on an actuarially equivalent basis, as determined by
actuaries hired by the Corporation."
3. Section 11 is amended in its entirety as follows:
"11. AMENDMENT AND TERMINATION. (a) Prior to a Change of Control
the benefits payable under this Plan may be terminated by the Board
of Directors of the Corporation at any time, and all the provisions
of the resolution may be amended, modified, suspended or terminated
by the Board of Directors at any time. Prior to a Change of Control,
upon termination, all benefits payable or to be payable under this
Plan shall cease.
(b) After a Change of Control has occurred, this Plan shall
may not be modified or amended in any manner which is adverse to any
officer (or beneficiary or beneficiaries then entitled to receive
benefits, if applicable) unless the signed written consent to such
amendment is obtained from such officer (or beneficiary or
beneficiaries then entitled to receive benefits, if applicable). The
term "officer" shall include any current officer, any former officer
then entitled to receive or receiving benefits, or any former officer
entitled to receive future benefits. After a Change of Control has
occurred, the Plan shall not be terminated until all obligations to
pay benefits under the Plan have been satisfied."
4. Except as hereinabove modified and amended, the Officers'
Retirement Plan, as amended, shall remain in full force and effect.
IN WITNESS WHEREOF, the Company hereby executed this Amendment on the
date first written above.
CONNECTICUT NATURAL GAS CORPORATION
By Frank H. Livingston
--------------------------------
Its Vice President
-3-<PAGE>
THIRD AMENDMENT TO
CONNECTICUT NATURAL GAS CORPORATION
DEFERRED COMPENSATION PLAN
THIS AMENDMENT made this 27th day of June, 1995 by CONNECTICUT
NATURAL GAS CORPORATION (the "Company") for the purpose of amending its
Deferred Compensation Plan,
W I T N E S S E T H :
WHEREAS, by Agreement dated December 29, 1992, the Company adopted an
Amended and Restated Deferred Compensation Plan (the "Plan"); and
WHEREAS, the Plan was previously amended by a First Amendment thereto
dated December 2, 1993 and a Second Amendment thereto dated June 28, 1994;
WHEREAS, the Company reserved the right to amend the Plan in Section
8.1 thereof; and
WHEREAS, the Company now wishes to amend the Plan in certain
respects;
NOW, THEREFORE, the Company amends the Plan as follows:
1. The following new Section 2.3A is added to the Plan:
"2.3A. 'Change of Control' shall mean (i) the acquisition
by any individual, entity or group (within the meaning of Section
13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act")) (a "Person") of beneficial ownership
(within the meaning of Rule 13d-3 promulgated under the Exchange Act)
of 20% or more of either 1) the then outstanding shares of common
stock of the Company (the "Outstanding Common Stock") or 2) the
combined voting power of the then outstanding voting securities of
the Company entitled to vote generally in the election of directors
(the "Outstanding Voting Securities"); provided, however, that for
purposes of this subsection (i), the following acquisitions shall not
constitute a Change of Control: 1) any acquisition directly from the
Company, 2) any acquisition by the Company, 3) any acquisition by any
employee benefit plan (or related trust) sponsored or maintained by
the Company or any corporation controlled by the Company or 4) any
acquisition by any corporation pursuant to a transaction which
complies with clauses 1), 2) and 3) of subsection (iii) of this
Section 2.3A.; or (ii) Individuals who, as of the date hereof,
constitute the Board (the "Incumbent Board") cease for any reason to
constitute at least a majority of the Board; provided, however, that
any individual becoming a director subsequent to the date hereof
whose election, or nomination for election by the Company's
shareholders, was approved by a vote of at least a majority of the
directors then comprising the Incumbent Board shall be considered as<PAGE>
though such individual were a member of the Incumbent Board, but
excluding, for this purpose, any such individual whose initial
assumption of office occurs as a result of an actual or threatened
election contest with respect to the election or removal of directors
or other actual or threatened solicitation of proxies or consents by
or on behalf of a Person other than the Board; or (iii) Consummation
of a reorganization, merger or consolidation or sale or other
disposition of all or substantially all of the assets of the Company
(a "Business Combination"), in each case, unless, following such
Business Combination, 1) all or substantially all of the individuals
and entities who were the beneficial owners, respectively, of the
Outstanding Common Stock and Outstanding Voting Securities
immediately prior to such Business Combination beneficially own,
directly or indirectly, more than 50% of, respectively, the then
outstanding shares of common stock and the combined voting power of
the then outstanding voting securities entitled to vote generally in
the election of directors, as the case may be, of the corporation
resulting from such Business Combination (including, without
limitation, a corporation which as a result of such transaction owns
the Company or all or substantially all of the Company's assets
either directly or through one or more subsidiaries) in substantially
the same proportions as their ownership, immediately prior to such
Business Combination of the Outstanding Common Stock and Outstanding
Voting Securities, as the case may be 2) no Person (excluding any
corporation resulting from such Business Combination or any employee
benefit plan (or related trust) of the Company or such corporation
resulting from such Business Combination) beneficially owns, directly
or indirectly, 20% or more of, respectively, the then outstanding
shares of common stock of the corporation resulting from such
Business Combination or the combined voting power of the then
outstanding voting securities of such corporation except to the
extent that such ownership existed prior to the Business Combination
and 3) at least a majority of the members of the board of directors
of the corporation resulting from such Business Combination were
members of the Incumbent Board at the time of the execution of the
initial agreement, or of the action of the Board, providing for such
Business Combination; or (iv) Approval by the shareholders of the
Company of a complete liquidation or dissolution of the Company."
2. The following new paragraph (d) is added to Section 4.4:
"(d) ON OR AFTER A CHANGE OF CONTROL. At the election of a
Plan Participant, the provisions of this paragraph (d) shall apply on
or after the effective date of a Change of Control, as that term is
defined in Section 2.3A, or such later date as the Participant may
elect, and the provisions of paragraph (c) shall no longer apply.
Any election must be made by the Participant in writing and shall
apply prospectively only. Amounts deferred under Section 4.1(a) will
be assumed to have been deferred as of the last day of each month in
which the employee is a Participant, based upon one-twelfth (1/12) of
his Salary Base for that year; and amounts deferred under Section
4.1(b) will be assumed to have been deferred as of the last day of
the month in which the cash bonus would have been paid had it been
received in cash. These amounts shall be credited with interest at
the end of each quarter. The amount of interest for each quarter on
or after a Change of Control, or such later date as the Participant
may elect, including interest on amounts credited to Account A as of
the effective date of the Change of Control (or such later date as
-2-<PAGE>
the Participant may elect), shall be based upon the yield on 30 year
Treasury Bonds as of the last business day in that calendar quarter,
as published in THE WALL STREET JOURNAL, rounded to the next highest
full percentage point, and then prorated to reflect the quarterly
period (or such shorter period as may be applicable from the
effective date of the Change of Control, or such later date as the
Participant may elect, until the end of the quarter in which such
Change of Control, or such later date as the Participant may elect,
occurs). Interest shall then be compounded as of the end of each
calendar quarter, or more frequently in the discretion of the
Committee."
3. The following sentence is added to Section 5.3:
"In the event of a Change of Control, as that term is defined in
Section 2.3A, the ledger shall include stock of any successor
corporation received in exchange for Company stock; and any cash
received in exchange for Company stock shall be deemed to be utilized
to acquire stock of the successor corporation."
4. The following new Section 5.5 is added to the Plan:
"5.5 ON OR AFTER A CHANGE OF CONTROL. At the election of a
Plan Participant, the provisions of this Section 5.5 shall apply on
or after the effective date of a Change of Control, as that term is
defined in Section 2.3A, or such later date as the Participant may
elect, and the prior provisions of this Article V, relating to
investment of deemed matching contributions, shall not apply. Any
election must be made by the Participant in writing and shall apply
prospectively only. As of the effective date applicable under this
Section 5.5, the Participant's "Account B" shall be deemed to have
been converted to cash and invested in accordance with the provisions
of either paragraph (c) of Section 4.4 or paragraph (d) of Section
4.4, as the Participant may elect. Stock of the Company (or a
successor corporation) shall be valued based on its closing price on
the effective date or, if no trading occurs on that date, the closing
price for the first trading day following the effective date."
5. Section 8.1 is amended in its entirety as follows:
"8.1 AMENDMENT AND TERMINATION.
(a) PRIOR TO CHANGE OF CONTROL. Prior to a Change of Control,
the Board of Directors may modify or amend, in whole or in part, any
or all of the provisions of the Plan, or suspend or terminate it
entirely, at any time. In no event may any member of the Board of
Directors who is eligible to participate or who is participating in
this Plan participate in any action described in the preceding
sentence. If the Plan is terminated, the Account Balances of all
Participants, valued as of the date of termination, shall be paid to
them as soon as practicable in a lump sum.
(b) AFTER CHANGE OF CONTROL. On or after the effective date
of a Change of Control, this Plan may not be modified or amended in
any manner which is adverse to any Participant (or Beneficiary or
Beneficiaries then entitled to receive benefits under the Plan, if
applicable) unless the signed written consent to such amendment is
obtained from such Participant (or Beneficiary or Beneficiaries then
-3-<PAGE>
entitled to receive benefits under the Plan, if applicable). After a
Change of Control has occurred, the Plan may not be terminated
without the consent of all Participants (and Beneficiaries then
entitled to receive benefits under the Plan). If the Plan is so
terminated, the Account Balances of all Participants, valued as of
the date of termination, shall be paid to them as soon as practicable
in a lump sum. In no event may any member of the Board of Directors
who is eligible to participate or who is participating in this Plan
participate in any action described in this Section 8.1 on behalf of
the Company."
6. Except as hereinabove modified and amended, the Deferred
Compensation Plan, as amended, shall remain in full force and effect.
IN WITNESS WHEREOF, the Company hereby executes this Third Amendment
this 27th day of June, 1995.
CONNECTICUT NATURAL GAS CORPORATION
By Frank H. Livingston
----------------------------------
Its Vice President
-4-<PAGE>
THIRD AMENDMENT TO
THE CONNECTICUT NATURAL GAS CORPORATION
OFFICERS RETIREMENT PLAN AND
DEFERRED COMPENSATION PLAN TRUST AGREEMENT
THIS AMENDMENT is made and entered into this 12th day of September,
1995, by and between CONNECTICUT NATURAL GAS CORPORATION, a Connecticut
corporation with its principal office in Hartford, Connecticut (hereinafter
referred to as the "Company") and FLEET BANK, N.A., a bank with trust
powers having a principal place of business in Hartford, Connecticut
(hereinafter referred to as the "Trustee"),
W I T N E S S E T H :
WHEREAS, by Agreement dated January 9, 1989 (the "Agreement"), the
Company and The Connecticut Bank and Trust Company, N.A. entered into an
Agreement entitled The Connecticut Natural Gas Corporation Officers
Retirement Plan Trust Agreement; and
WHEREAS, Fleet Bank, N.A. has succeeded to the trust business of The
Connecticut Bank and Trust Company, N.A., and is currently serving as
Trustee; and
WHEREAS, the parties entered into a First Amendment to the Agreement
dated August 5, 1993 which, among other things, renamed the Agreement; and
WHEREAS, the parties entered into a Second Amendment to the Agreement
dated February 17, 1995; and
WHEREAS, the parties reserved the right to amend the Agreement in
Article X, Section 10.1 thereof, subject to the conditions set forth
therein; and
WHEREAS, the Company wishes to amend the Agreement in the particulars
set forth below;
NOW, THEREFORE, the Company and the Trustee agree as follows:
1. The following new Section 4.4 is added to the Agreement:
"4.4 Notwithstanding any other provision of this Agreement to
the contrary, as soon as practicable following a Change of Control,
the Company shall calculate the maximum aggregate amount required
under the Plans to satisfy the liability to all Participants (and
beneficiaries) who may be entitled to payments under the Plans as of
the Change of Control and shall calculate an estimate of the expenses
reasonably likely to be incurred by the Trust from the date of
calculation until the termination of the Trust including the
Trustee's fees. Any such calculation shall be based upon the
recommendations of an independent actuary hired by the Company
utilizing reasonable actuarial assumptions. The aggregate of such
amounts for the Plans plus such additional amount as the Company
reasonably determines to be necessary to pay the anticipated expenses
of the Trust including the Trustee's fees is hereinafter referred to
as the "Maximum Amount Payable". The independent actuary shall
promptly furnish such calculation to the Company, and the Company
shall have the obligation to make contributions to the Trust and
shall make contributions to the Trust in cash, within three business<PAGE>
days of the receipt of such calculation, in an amount equal to the
excess (the "Excess"), if any, of the Maximum Amount Payable over the
then fair market value of the Trust Assets. As of each subsequent
valuation in accordance with Section 1.3 hereof, the independent
actuary hired by the Company shall make a similar calculation; and if
at any time following a Change of Control a valuation of the Trust
Assets occurs pursuant to this Agreement, and it is determined by the
independent actuary that an Excess shall exist, the Company shall
within three days of notice thereof contribute in cash such amount to
the Trust as is necessary to eliminate the Excess."
2. The following new Section 4.5 is added to the Agreement:
"4.5 The Board of Directors of the Company and the Chief
Executive Officer of the Company shall each have a duty to inform the
Trustee whenever a Change of Control has occurred. If any two
Participants notify the Trustee in writing that a Change of Control
has occurred, then unless the Trustee receives written notice from
the Company that, in the opinion of independent legal counsel to the
Company (which opinion may be based on representations of fact as
long as counsel does not know that such representations are untrue),
such a Change of Control has not occurred, a Change of Control will
be deemed to have occurred for purposes of this Agreement."
3. Section 6.1 is amended to read as follows:
"6.1 The Company shall pay any federal, state or local taxes
on the Fund, or any part thereof, and on the income therefrom. The
reasonable expenses for the management and administration of the
Trust Property, including, without limitation, reasonable expenses of
counsel and other agents employed by the Trustee and reasonable
compensation for its services as Trustee hereunder, may be paid by
the Trustee from the Trust Property to the extent not paid by the
Company. The compensation of the Trustee shall be agreed upon from
time to time by the Company and the Trustee in writing; provided,
however, that if the Trustee forwards an amended fee schedule to the
Company requesting its agreement thereto and the Company fails to
object within thirty (30) days of its receipt, the amended fee
schedule shall be deemed to be agreed upon by the Company and the
Trustee."
4. The last sentence of Section 11.4 is amended to read as
follows:
"Subject, nevertheless, to the provisions of this Agreement and to
the provisions of the Plans relating to the occurrence of a Change of
Control, any such transaction described herein shall not suspend,
accelerate or delay the rights of Plan Participants or the
beneficiaries of deceased Participants to receive benefits
hereunder."
5. The following new Article XIII is added to the Agreement:
"ARTICLE XIII
13.1 For purposes of this Agreement, a "Change of Control"
shall mean: (i) the acquisition by any individual, entity or group
-2-<PAGE>
(within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act")) (a "Person")
of beneficial ownership (within the meaning of Rule 13d-3 promulgated
under the Exchange Act) of 20% or more of either 1) the then
outstanding shares of common stock of the Company (the "Outstanding
Common Stock") or 2) the combined voting power of the then
outstanding voting securities of the Company entitled to vote
generally in the election of directors (the "Outstanding Voting
Securities"); provided, however, that for purposes of this subsection
(i), the following acquisitions shall not constitute a Change of
Control: 1) any acquisition directly from the Company, 2) any
acquisition by the Company, 3) any acquisition by any employee
benefit plan (or related trust) sponsored or maintained by the
Company or any corporation controlled by the Company or 4) any
acquisition by any corporation pursuant to a transaction which
complies with clauses 1), 2) and 3) of subsection (iii) of this
Article XIII; or (ii) Individuals who, as of the date hereof,
constitute the board of directors of the Company (the "Incumbent
Board") cease for any reason to constitute at least a majority of the
board of directors of the Company (the "Board"); provided, however,
that any individual becoming a director subsequent to the date hereof
whose election, or nomination for election by the Company's
shareholders, was approved by a vote of at least a majority of the
directors then comprising the Incumbent Board shall be considered as
though such individual were a member of the Incumbent Board, but
excluding, for this purpose, any such individual whose initial
assumption of office occurs as a result of an actual or threatened
election contest with respect to the election or removal of directors
or other actual or threatened solicitation of proxies or consents by
or on behalf of a Person other than the Board; or (iii) Consummation
of a reorganization, merger or consolidation or sale or other
disposition of all or substantially all of the assets of the Company
(a "Business Combination"), in each case, unless, following such
Business Combination, 1) all or substantially all of the individuals
and entities who were the beneficial owners, respectively, of the
Outstanding Common Stock and Outstanding Voting Securities
immediately prior to such Business Combination beneficially own,
directly or indirectly, more than 50% of, respectively, the then
outstanding shares of common stock and the combined voting power of
the then outstanding voting securities entitled to vote generally in
the election of directors, as the case may be, of the corporation
resulting from such Business Combination (including, without
limitation, a corporation which as a result of such transaction owns
the Company or all or substantially all of the Company's assets
either directly or through one or more subsidiaries) in substantially
the same proportions as their ownership, immediately prior to such
Business Combination of the Outstanding Common Stock and Outstanding
Voting Securities, as the case may be 2) no Person (excluding any
corporation resulting from such Business Combination or any employee
benefit plan (or related trust) of the Company or such corporation
resulting from such Business Combination) beneficially owns, directly
or indirectly, 20% or more of, respectively, the then outstanding
shares of common stock of the corporation resulting from such
Business Combination or the combined voting power of the then
outstanding voting securities of such corporation except to the
extent that such ownership existed prior to the Business Combination
and 3) at least a majority of the members of the board of directors
of the corporation resulting from such Business Combination were
-3-<PAGE>
members of the Incumbent Board at the time of the execution of the
initial agreement, or of the action of the Board, providing for such
Business Combination; or (iv) Approval by the shareholders of the
Company of a complete liquidation or dissolution of the Company."
6. Except as hereinabove modified and amended, the Agreement, as
amended, shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have caused this Third amendment to
be duly executed and the respective corporate seals to be hereunto affixed
as of the date first above written.
Attest: CONNECTICUT NATURAL GAS CORPORATION
Barbara Z. Rieck By R. L. Babcock
------------------------------ --------------------------------
Its Vice President
Attest: FLEET BANK, N.A.
Jean M. Breuler By William B. Parent
------------------------------ --------------------------------
Its Vice President
STATE OF CONNECTICUT :
: ss. Sept. 13, 1995
COUNTY OF HARTFORD :
Personally appeared R.L. Babcock, Vice President, of Connecticut
Natural Gas Corporation, signer of the foregoing instrument, and
acknowledged the same to be his free act and deed as such Vice President,
and the free act and deed of said corporation, before me.
Alfred B. Lawson, Jr.
---------------------------------
Commissioner of the Superior Court
Notary Public
My Commission Expires: May 31, 1996
STATE OF CONNECTICUT :
: ss. Oct 4, 1995
COUNTY OF HARTFORD :
Personally appeared, William B. Parent, Vice President, of Fleet
Bank, N.A., as aforesaid, signer of the foregoing instrument, and
acknowledged the same to be his free act and deed as such Vice President,
and the free act and deed of said corporation, before me.
Frances A. Maslona
---------------------------------------
Notary Public
My Commission Expires: Apr. 30, 1999
-4-<PAGE>
SECOND AMENDMENT TO RESTRICTED STOCK AGREEMENT
(Under The Connecticut Natural Gas Corporation
Executive Restricted Stock Plan)
THIS SECOND AMENDMENT TO RESTRICTED STOCK AGREEMENT, dated as of the
_____ day of ________________________, 1995, is made and entered into by
and between Connecticut Natural Gas Corporation, a Connecticut corporation
whose principal executive offices are located in Hartford, Connecticut (the
"Corporation") and ______________________________ (the "Participant").
W I T N E S S E T H:
WHEREAS, the Corporation maintains a restricted stock plan known as
the Connecticut Natural Gas Corporation Executive Restricted Stock Plan
(the "Plan"); and
WHEREAS, the Participant is a key executive of the Corporation or a
Subsidiary and has been granted an Award of Restricted Shares under the
Plan; and
WHEREAS, the terms and conditions of such Award are set forth in a
Restricted Stock Agreement (the "Agreement") between the Corporation and
the Participant dated as of the first day of October, 1993; and
WHEREAS, the Corporation and the Participant entered into a first
amendment to the Agreement dated July 1, 1994; and
WHEREAS, the Participant and the Corporation wish to further amend
the Agreement in certain respects; and
WHEREAS, any capitalized terms not otherwise defined in this
Agreement shall have the meanings that have been ascribed to them in the
Plan and the original award agreement;
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements herein contained, the parties hereto hereby agree
as follows:
1. VESTING PROVISIONS. The second sentence of Section 5(c),
shall be deleted in its entirety and the following inserted in its place:
"For purposes of this Agreement, a "Change of Control" shall
mean: (i) the acquisition by any individual, entity or group
(within the meaning of Section 13(d)(3) or 14(d)(2) of the
Securities Exchange Act of 1934, as amended (the "Exchange
Act")) (a "Person") of beneficial ownership (within the meaning
of Rule 13d-3 promulgated under the Exchange Act) of 20% or
more of either 1) the then outstanding shares of common stock
of the Corporation (the "Outstanding Common Stock") or 2) the
combined voting power of the then outstanding voting securities
of the Corporation entitled to vote generally in the election
of directors (the "Outstanding Voting Securities"); provided,
however, that for purposes of this subsection (i), the
following acquisitions shall not constitute a Change of
Control: 1) any acquisition directly from the Corporation, 2)
any acquisition by the Corporation, 3) any acquisition by any
employee benefit plan (or related trust) sponsored or
maintained by the Corporation or any corporation controlled by<PAGE>
the Corporation or 4) any acquisition by any corporation
pursuant to a transaction which complies with clauses 1), 2)
and 3) of subsection (iii) of this Section 5(c); or (ii)
individuals who, as of the date hereof, constitute the board of
directors of the Corporation (the "Incumbent Board") cease for
any reason to constitute at least a majority of the board of
directors of the Corporation (the "Board"); provided, however,
that any individual becoming a director subsequent to the date
hereof whose election, or nomination for election by the
Corporation's shareholders, was approved by a vote of at least
a majority of the directors then comprising the Incumbent Board
shall be considered as though such individual were a member of
the Incumbent Board, but excluding, for this purpose, any such
individual whose initial assumption of office occurs as a
result of an actual or threatened election contest with respect
to the election or removal of directors or other actual or
threatened solicitation of proxies or consents by or on behalf
of a Person other than the Board; or (iii) consummation of a
reorganization, merger or consolidation or sale or other
disposition of all or substantially all of the assets of the
Corporation (a "Business Combination"), in each case, unless,
following such Business Combination, 1) all or substantially
all of the individuals and entities who were the beneficial
owners, respectively, of the Outstanding Common Stock and
Outstanding Voting Securities immediately prior to such
Business Combination beneficially own, directly or indirectly,
more than 50% of, respectively, the then outstanding shares of
common stock and the combined voting power of the then
outstanding voting securities entitled to vote generally in the
election of directors, as the case may be, of the corporation
resulting from such Business Combination (including, without
limitation, a corporation which as a result of such transaction
owns the Corporation or all or substantially all of the
Corporation's assets either directly or through one or more
subsidiaries) in substantially the same proportions as their
ownership, immediately prior to such Business Combination of
the Outstanding Common Stock and Outstanding Voting Securities,
as the case may be, 2) no Person (excluding any corporation
resulting from such Business Combination or any employee
benefit plan (or related trust) of the Corporation or such
corporation resulting from such Business Combination)
beneficially owns, directly or indirectly, 20% or more of,
respectively, the then outstanding shares of common stock of
the corporation resulting from such Business Combination or the
combined voting power of the then outstanding voting securities
of such corporation except to the extent that such ownership
existed prior to the Business Combination and 3) at least a
majority of the members of the board of directors of the
corporation resulting from such Business Combination were
members of the Incumbent Board at the time of the execution of
the initial agreement, or of the action of the Board, providing
for such Business Combination; or (iv) approval by the
shareholders of the Corporation of a complete liquidation or
dissolution of the Corporation."
2. EFFECTIVE DATE. This Amendment shall be effective as of the
date hereof and shall apply to all Restricted Stock Awards to the
-2-<PAGE>
Participant governed by the Restricted Stock Agreement that are not vested
as of the date hereof.
3. ONGOING FORCE AND EFFECT. Except as expressly provided for
herein, all of the terms and conditions of the 1990 Agreement and all
amendments thereto, shall remain unmodified and in full force and effect in
accordance with their terms.
IN WITNESS WHEREOF, Connecticut Natural Gas Corporation has caused
this Second Amendment to be executed in its corporate name, and the
Participant has hereunto set his hand and seal effective as of the day and
year first above written.
CONNECTICUT NATURAL GAS CORPORATION,
A Connecticut Corporation
By ________________________________
PARTICIPANT
___________________________________
-3-<PAGE>
THIRD AMENDMENT TO RESTRICTED STOCK AGREEMENT
(UNDER THE CONNECICUT NATURAL GAS CORPORATION
EXECUTIVE RESTRICTED STOCK PLAN)
THIS THIRD AMENDMENT TO RESTRICTED STOCK AGREEMENT, dated as of the
_____ day of ________________________, 1995, is made and entered into by
and between Connecticut Natural Gas Corporation, a Connecticut corporation
whose principal executive offices are located in Hartford, Connecticut (the
"Corporation") and ______________________________ (the "Participant").
W I T N E S S E T H:
WHEREAS, the Corporation maintains a restricted stock plan known as
the Connecticut Natural Gas Corporation Executive Restricted Stock Plan
(the "Plan"); and
WHEREAS, the Participant is a key executive of the Corporation or a
Subsidiary and has been granted an Award of Restricted Shares under the
Plan; and
WHEREAS, the terms and conditions of such Award are set forth in a
Restricted Stock Agreement (the "Agreement") between the Corporation and
the Participant dated as of the first day of October, 1990; and
WHEREAS, the Corporation and the Participant entered into a first and
second amendment to the Agreement dated October 1, 1993 and July 1, 1994
respectively; and
WHEREAS, the Participant and the Corporation wish to further amend
the Agreement in certain respects; and
WHEREAS, any capitalized terms not otherwise defined in this
Agreement shall have the meanings that have been ascribed to them in the
Plan and the original award agreement;
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements herein contained, the parties hereto hereby agree
as follows:
1. VESTING PROVISIONS. The second sentence of Section 5(c),
shall be deleted in its entirety and the following inserted in its place:
"For purposes of this Agreement, a "Change of Control" shall
mean: (i) the acquisition by any individual, entity or group
(within the meaning of Section 13(d)(3) or 14(d)(2) of the
Securities Exchange Act of 1934, as amended (the "Exchange
Act")) (a "Person") of beneficial ownership (within the meaning
of Rule 13d-3 promulgated under the Exchange Act) of 20% or
more of either 1) the then outstanding shares of common stock
of the Corporation (the "Outstanding Common Stock") or 2) the
combined voting power of the then outstanding voting securities
of the Corporation entitled to vote generally in the election
of directors (the "Outstanding Voting Securities"); provided,
however, that for purposes of this subsection (i), the
following acquisitions shall not constitute a Change of
Control: 1) any acquisition directly from the Corporation, 2)
any acquisition by the Corporation, 3) any acquisition by any
employee benefit plan (or related trust) sponsored or<PAGE>
maintained by the Corporation or any corporation controlled by
the Corporation or 4) any acquisition by any corporation
pursuant to a transaction which complies with clauses 1), 2)
and 3) of subsection (iii) of this Section 5(c); or (ii)
individuals who, as of the date hereof, constitute the board of
directors of the Corporation (the "Incumbent Board") cease for
any reason to constitute at least a majority of the board of
directors of the Corporation (the "Board"); provided, however,
that any individual becoming a director subsequent to the date
hereof whose election, or nomination for election by the
Corporation's shareholders, was approved by a vote of at least
a majority of the directors then comprising the Incumbent Board
shall be considered as though such individual were a member of
the Incumbent Board, but excluding, for this purpose, any such
individual whose initial assumption of office occurs as a
result of an actual or threatened election contest with respect
to the election or removal of directors or other actual or
threatened solicitation of proxies or consents by or on behalf
of a Person other than the Board; or (iii) consummation of a
reorganization, merger or consolidation or sale or other
disposition of all or substantially all of the assets of the
Corporation (a "Business Combination"), in each case, unless,
following such Business Combination, 1) all or substantially
all of the individuals and entities who were the beneficial
owners, respectively, of the Outstanding Common Stock and
Outstanding Voting Securities immediately prior to such
Business Combination beneficially own, directly or indirectly,
more than 50% of, respectively, the then outstanding shares of
common stock and the combined voting power of the then
outstanding voting securities entitled to vote generally in the
election of directors, as the case may be, of the corporation
resulting from such Business Combination (including, without
limitation, a corporation which as a result of such transaction
owns the Corporation or all or substantially all of the
Corporation's assets either directly or through one or more
subsidiaries) in substantially the same proportions as their
ownership, immediately prior to such Business Combination of
the Outstanding Common Stock and Outstanding Voting Securities,
as the case may be, 2) no Person (excluding any corporation
resulting from such Business Combination or any employee
benefit plan (or related trust) of the Corporation or such
corporation resulting from such Business Combination)
beneficially owns, directly or indirectly, 20% or more of,
respectively, the then outstanding shares of common stock of
the corporation resulting from such Business Combination or the
combined voting power of the then outstanding voting securities
of such corporation except to the extent that such ownership
existed prior to the Business Combination and 3) at least a
majority of the members of the board of directors of the
corporation resulting from such Business Combination were
members of the Incumbent Board at the time of the execution of
the initial agreement, or of the action of the Board, providing
for such Business Combination; or (iv) approval by the
shareholders of the Corporation of a complete liquidation or
dissolution of the Corporation."
-2-<PAGE>
2. EFFECTIVE DATE. This Amendment shall be effective as of the
date hereof and shall apply to all Restricted Stock Awards to the
Participant governed by the Restricted Stock Agreement that are not vested
as of the date hereof.
3. ONGOING FORCE AND EFFECT. Except as expressly provided for
herein, all of the terms and conditions of the 1990 Agreement and all
amendments thereto, shall remain unmodified and in full force and effect in
accordance with their terms.
IN WITNESS WHEREOF, Connecticut Natural Gas Corporation has caused
this Third Amendment to be executed in its corporate name, and the
Participant has hereunto set his hand and seal effective as of the day and
year first above written.
CONNECTICUT NATURAL GAS CORPORATION,
A Connecticut Corporation
By ________________________________
PARTICIPANT
___________________________________
-3-<PAGE>
CNG NONEMPLOYEE DIRECTORS' FEE PLAN
-----------------------------------
1. Purpose
-------
The CNG NONEMPLOYEE DIRECTORS' FEE PLAN (the "Plan") of Connecticut
Natural Gas Corporation (the "Company") is established to attract and
retain as members of the Company's Board of Directors persons who are
not full-time employees of the Company or any of its subsidiaries but
whose business experience and judgement can make a valuable
management contribution to the Company and its subsidiaries. This
document amends and restates, effective September 29, 1995, the Plan
which was originally adopted effective January 1, 1976.
2. Directors Covered
-----------------
As used in the Plan, the term "Director" means any person who was
elected to the Board of Directors of the Company and who is not a
full-time employee of the Company or any of its subsidiaries.
3. Deferral of Fees
----------------
(a) Any Director of the Company, by giving notice to the Secretary
of the Company, may elect to defer all or a portion of the
payment of the annual retainer and meeting fees which he will
earn subsequent to the date on which such notice is given.
Such election may be revoked by the Director giving written
notice to the Secretary as to retainer and meeting fees earned
subsequent to such revocation. A Director who makes such an
election to defer hereunder shall sometimes be referred to as a
"Participant" hereunder.
(b) All fees deferred pursuant to the Plan shall earn interest at a
rate equal to such rates of return on common equity as the
Company is authorized from time to time to earn by the
Connecticut Department of Public Utility Control (DPUC),
commencing January 1, 1982. Such interest shall be compounded
quarterly. The rate of interest to be accrued hereunder shall
be adjusted on the first day of the month next following the
date on which any rates newly approved by the DPUC become fully
effective. For the purpose of calculating such interest,
current year fees shall be considered earned as of the last day
of the calendar quarter in which the services were performed.
If a Director elects a form of payment other than a lump sum,
interest shall continue to be credited to the unpaid balance
for the duration of the payment period. For purposes of the
Plan, the term "deferred fees" shall include any such interest
credited thereon. Fees so accounted for under this paragraph
3(b) shall be referred to as "Account A" of this Plan.
(c) Effective September 29, 1995, the Company has established the
CNG Nonemployee Directors' Fee Plan Trust Agreement. The
intent of the Company is to transfer assets to the Trustee of
said Trust over a period of time in amounts sufficient to equal
the amount of benefits payable under the Plan. Accordingly,
1<PAGE>
effective September 29, 1995, an "Account B" shall be
established for each Participant under the Plan. Account B
shall include any portions of a Participant's Plan balance,
from that point forward, for which contributions have been made
to the Trust and have been invested in accordance with the
Trust Agreement. Amounts contributed to the Trust and
accounted for under Account B shall include fees deferred
subsequent to the effective date above; contributions
previously deemed made to Account A that are periodically
transferred from the Account A balance; and earnings deemed to
have been credited to Account A that are periodically
transferred from the Account A balance. This approach shall
continue until the Trust is equal in value to the amount of
benefits payable under the Plan, at which point all Plan
balances will be accounted for under Account B. A rate of
return shall be credited to Account B based on the rate of
return on assets invested in the Trust. An accounting shall be
maintained of each Participant's Plan balances allocated to
Account A and Account B. Notwithstanding the foregoing, the
Company shall have no obligation to make any contribution to
the Trust. In the event and to the extent that a contribution
is not made for such amounts, then the provisions of
subparagraph (b) hereof, relating to returns on investments,
shall apply until such time as such contributions are made.
Furthermore, any contributions shall be subject to the terms of
said Trust Agreement.
4. Payment of Deferred Fees
------------------------
(a) At the time of the election by a Director to defer all or a
portion of the fees and retainer earned for the first year for
which this Plan is in effect (1976) or, if later, the time of
the first election by a Director to defer all or a portion of
the fees and retainer hereunder, a Director by written notice
to the Secretary shall make an election specifying the terms
and conditions of the payment of the deferred fees. Unless the
Company in its sole discretion, decides to commence payment in
a different manner, a Director's deferred fees earned pursuant
to the Plan shall be paid in accordance with the Director's
aforesaid written election as to the terms and conditions.
(b) Effective September 29, 1995, except for lump sum
distributions, installment payments from the Plan shall be made
quarterly, and recorded on the last day of the quarter after
earnings are credited. Thus, in the case of a distribution
to be made over ten years for example, installment payments
shall be made as follows: 1/40 of the participant's balance
the first quarter, 1/39 in the second, 1/38 in the third, and
so forth. Such payments shall first be made out of Account A
to the extent there is a balance, and then from Account B.
5. Miscellaneous
-------------
(a) Each Director or former Director entitled to payment of
deferred fees hereunder from time to time may name any person
or persons (including without limitation individuals, estates,
2<PAGE>
trusts, corporations and other legal entities), who may be
named contingently or successively, to whom any deferred
Directors' fees earned by him and payable to him are to be paid
in case of his death before he receives any or all of such
deferred Directors' fees. The person or persons to whom any
deceased Director's or former Director's deferred Directors'
fees are payable under this paragraph will be referred to as
his "beneficiary." Each designation will revoke all prior
designations by the same Director or former Director, shall be
in form prescribed by the Company, and will be effective only
when filed by the Director or former Director in writing with
the Secretary of the Company during his lifetime. If a
Director or former Director dies prior to the time for the
commencement of benefits, or after commencement thereof but
prior to completion thereof, then any remaining payments
together with the interest accrued thereon shall be made to his
beneficiary as soon as practicable thereafter in a lump sum.
If a deceased Director or former Director shall have failed to
name a beneficiary in a manner provided above, or if the
beneficiary named by a deceased Director or former Director
dies before him or before payment of all the Director's or
former Director's deferred Director's fees, and no secondary
beneficiary has been designated or is then alive, the Company
shall direct payment in a single sum of any remaining deferred
Director's fees to the Director's or former Director's spouse,
if then living; otherwise to the Director's or former
Director's living issue, PER STIRPES; and in the further event
that no such issue are then living, then to the legal
representative or representatives of the estate of the Director
or former Director.
(b) Establishment of the Plan and coverage thereunder of any person
shall not be construed to confer any right on the part of such
person to be nominated for reelection to the Board of Directors
of the Company, or to be reelected to the Board of Directors.
(c) Payment of deferred Directors' fees will be made only to the
person entitled thereto in accordance with the terms of the
Plan, and deferred Directors' fees are not in any way subject
to the debts or other obligations of persons entitled thereto,
and may not be voluntarily or unvoluntarily sold, transferred,
or assigned. When a person entitled to a payment under the
Plan is under legal disability or, in the Company's opinion, is
in any way incapacitated so as to be unable to manage his
financial affairs, the Company may direct that payment be made
to such person's legal representative, or to a relative or
friend of such person for his benefit. Any payment made in
accordance with the preceding sentence shall be in complete
discharge of the Company's obligation to make such payment
under the Plan.
(d) Any action required or permitted to be taken by the Company
under the terms of the Plan shall be by affirmative vote of a
majority of the members of the Board of Directors then in
office.
(e) The Company shall maintain such records of fees deferred and
income (or loss) credited (or charged) thereto, including
3<PAGE>
records of fees deferred for different periods of time and
income (or loss) credited (or charged) thereto, as it shall
deem necessary or appropriate in order to accomplish the
general purposes of the Plan.
(f) The Plan shall be construed and its provisions enforced and
administered in accordance with the laws of the State of
Connecticut, except as such laws may be superseded by any
federal law.
(g) All payments hereunder shall be paid in cash and may be made
either directly by the Company or from the Trust referred to in
Paragraph 3. A Director shall have no right, title or interest
whatever in and to any investments which the Company may make
to aid it in meeting its obligations hereunder and shall have
no right, title or interest in any assets of the Trust referred
to in Paragraph 3. The Plan shall be considered to be
unfunded. To the extent that a Director or beneficiary
acquires a right to receive payments hereunder, such right
shall be that of a general unsecured creditor of the Company.
The Plan constitutes a mere promise by the Company to pay
benefits in the future.
(h) The provisions of sections 3(c) and 4(b) shall not apply to
past participants who have already commenced the receipt of
payouts under the Plan.
6. Amendments and Discontinuance
-----------------------------
While the Company expects to continue the Plan, it does hereby
reserve the right to amend or discontinue the Plan at any time;
provided, however, that any amendment or discontinuance of the Plan
shall be prospective in operation only and shall not affect the
payment of any deferred Directors' fees theretofore earned by any
Directors, or the conditions under which any such fees are to be paid
or forfeited under the Plan, unless the Director affected shall
expressly consent thereto.
4<PAGE>
CNG NONEMPLOYEE DIRECTORS' FEE PLAN
ELECTION TO PARTICIPATE
-----------------------
I hereby elect to participate in the Connecticut Natural Gas Corporation
Nonemployee Directors' Fee Plan and defer payment of _____ per cent of the
annual retainer and meeting fees earned by me in _______ and subsequent
calendar years. Such deferred retainer and meeting fees will be paid to
me as indicated below. I understand that I will be permitted to
discontinue the Plan by revoking this election and any fees earned after
such revocation will not be deferred.
________________________
Signature
________________________
Date
PAYMENT OPTIONS
---------------
Please indicate time and manner of payment.
1. When receipt of deferred Directors' fees shall commence:
____ A. Age sixty ____ C. Any other age (Describe)
____ B. Age sixty-five ____ D. Upon termination of
being a Director
2. How payment shall be received:
____ A. One lump sum
____ B. Ten equal annual payments
____ C. Any other manner (Describe)
3. Please indicate the beneficiaries to receive deferred fees and interest
in the event of death prior to receipt of all or any part of the deferred
fees (beneficiary designation may be revoked at any time by change form
signed and filed with CNG prior to death):
_________________________, primary beneficiary
_________________________ relationship
_________________________, secondary beneficiary
_________________________ relationship
_________________________
Signature
<PAGE>
CNG NONEMPLOYEE DIRECTORS' FEE PLAN
CHANGE OF BENEFICIARY
I hereby revoke any prior designation of beneficiary and choose the
following beneficiaries to receive deferred fees and interest in the event
of death prior to the receipt of all or any part of the deferred fees under
the CNG Nonemployee Directors' Fee Plan. I understand that this form must
be signed by me and filed with CNG prior to my death in order to be
effective. I reserve the right to revoke this designation of beneficiary
by change form signed and filed with CNG prior to my death.
________________________, primary beneficiary
________________________ relationship
________________________, secondary beneficiary
________________________ relationship
________________________
Signature
________________________
Date
<PAGE>
CNG NONEMPLOYEE DIRECTORS' FEE PLAN
------------------------------------
Attached hereto is an amendment and restatement of the CNG
Nonemployee Directors' Fee Plan, which has been adopted by the Board of
Directors of CNG at its meeting held on , 1995.
The undersigned, being a CNG Director who is participating in the Plan,
hereby declares that he has been informed of the changes which have been
made to the Plan in the amendment and restatement, and hereby expressly
consents to the amendment and restatement thereto and the changes made
therein.
Date at , Connecticut this day of
, 1995.
_______________________________
Name of Director
_________________________ _______________________________
Witness Signature of Director
0<PAGE>
CNG NONEMPLOYEE DIRECTORS' FEE PLAN
TRUST AGREEMENT
This Agreement made this 28th day of September, 1995, by and between
Connecticut Natural Gas Corporation of Hartford, Connecticut ("CNG") and
Fleet Bank, N.A., a bank with trust powers having a principal place of
business in Hartford, Connecticut ("Trustee");
WHEREAS, CNG has adopted and maintains the CNG Nonemployee Directors'
Fee Plan for those of its directors who are not full-time employees of CNG
(hereinafter called the "Plan");
WHEREAS, CNG has incurred liability and expects to incur additional
liability under the terms of such Plan with respect to the individuals
participating in such Plan;
WHEREAS, CNG wishes to establish a trust (hereinafter called "Trust")
and to contribute to the Trust assets that shall be held therein, subject
to the claims of CNG's creditors in the event of CNG's insolvency, as
herein defined, until paid to Plan participants and their beneficiaries in
such manner and at such times as specified in the Plan;
WHEREAS, it is the intention of the parties that this Trust shall
constitute an unfunded arrangement and shall not affect the status of the
Plan as an unfunded arrangement;
WHEREAS, it is the intention of CNG to make contributions to the
Trust to provide itself with a source of funds to assist it in the meeting
of its liabilities under the Plan;
NOW, THEREFORE, the parties do hereby establish the Trust and agree
that the Trust shall be comprised, held and disposed of as follows:
ARTICLE 1
Establishment of Trust
----------------------
1.1 CNG hereby establishes with the Trustee a Trust consisting of
such sums of money and other property as shall from time to time be paid or
delivered to the Trustee and the earnings and profits thereon. All such
assets, all investments made therewith and proceeds thereof, less the
payments or other distributions which at the time of reference shall have
been made by the Trustee as authorized herein, are referred to herein as
the "Fund" and shall be held, administered and disposed of by the Trustee,
in trust, in accordance with the provisions of this Agreement.
1.2 The Trust hereby established shall be irrevocable. CNG shall
have no right or power to direct Trustee to return to CNG or to divert to
others any of the Trust assets before all payment of benefits have been
made to Plan participants and their beneficiaries pursuant to the terms of
the Plan.
1.3 The Trust is intended to be a grantor trust, of which CNG is
the grantor, within the meaning of subpart E, part I, subchapter J, chapter
1, subtitle A of the Internal Revenue Code of 1986, as amended, and shall
be construed accordingly.<PAGE>
1.4 The Fund shall be held separate and apart from other funds of
CNG and shall be used exclusively for the uses and purposes of Plan
participants and general creditors as herein set forth. Plan participants
and their beneficiaries shall have no preferred claim on, or any beneficial
ownership interest in, any assets of the Trust. Any rights created under
the Plan and this Trust Agreement shall be mere unsecured contractual
rights of Plan participants and their beneficiaries against CNG. Any
assets held by the Trust will be subject to the claims of CNG's general
creditors under federal and state law in the event of insolvency, as
defined in paragraph 3.1 herein.
ARTICLE 2
Payments to Plan Participants and Their Beneficiaries
-----------------------------------------------------
2.1 Except for the records dealing solely with the Fund and its
investment which shall be maintained by the Trustee, CNG shall maintain all
the participant records contemplated by the Plan. All such records shall
be made available promptly on request to the Trustee. CNG shall also
perform such other duties and responsibilities as CNG determines are
necessary or advisable to achieve the objectives of this Agreement.
2.2 CNG shall prepare a certification to the Trustee that the
participant's benefits under a Plan have become payable. Such
certification shall include the amount of such benefits, the manner of
payment, and commencement date thereof, and the name, address and Social
Security number of the recipient. Upon the receipt of such certified
statement and appropriate federal tax withholding information, the Trustee
shall commence distributions from the Fund in accordance therewith to the
person or persons so indicated and to CNG with respect to taxes required to
be withheld. CNG shall have full responsibility for the payment of all
withholding taxes to the appropriate taxing authority and shall furnish
each participant or beneficiary with the appropriate tax information form
evidencing such payment and the amount thereof.
2.3 The entitlement of a Plan participant or his or her
beneficiaries to benefits under the Plan shall be determined by CNG or such
party as it shall designate under the Plan, and any claim for such benefits
shall be considered and reviewed under the Plan.
2.4 CNG may make payment of benefits directly to Plan participants
or their beneficiaries as they become due under the terms of the Plan. CNG
shall notify Trustee of its decision to make payment of benefits directly
prior to the time amounts are payable to participants or their
beneficiaries.
2.5 No further benefits shall be payable from the Fund with
respect to any participant or beneficiary at any time when the Fund has
been exhausted; provided, however, that no such reduction shall eliminate
CNG's remaining liability, if any, under the Plan with respect to the
participants and their beneficiaries.
2.6 Nothing provided in this Agreement shall relieve CNG of its
liabilities to pay the benefits provided under the Plan except to the
-2-<PAGE>
extent such liabilities are met by application of Fund assets. It is the
intent of CNG to have the Fund established hereunder satisfy in whole or in
part CNG's legal liability under the Plan in respect of the eligible
participants and beneficiaries. CNG therefore agrees that all income
deductions and credits under the Agreement belong to it as owner for income
tax purposes and will be included in CNG's income tax returns.
ARTICLE 3
Trustee Responsibility Regarding Payments to Trust
Beneficiary When CNG is Insolvent
--------------------------------------------------
3.1 Trustee shall cease payment of benefits to Plan participants
and their beneficiaries if CNG is Insolvent. CNG shall be considered
"Insolvent" for purposes of this Trust Agreement if (i) CNG is unable to
pay its debts as they become due, or (ii) CNG is subject to a pending
proceeding as a debtor under the United States Bankruptcy Code.
3.2 At all times during the continuance of this Trust, as provided
in Paragraph 1.4 hereof, the principal and income of the Trust shall be
subject to claims of general creditors of CNG under federal and state law
as set forth below:
(a) The Board of Directors and the Chief Executive Officer
of CNG shall have the duty to inform Trustee in writing of CNG's
insolvency. If a person claiming to be a creditor of CNG alleges in
writing to Trustee that CNG has become Insolvent, Trustee shall determine
whether CNG is Insolvent and, pending such determination, Trustee shall
discontinue payment of benefits to Plan participants or their
beneficiaries.
(b) Unless Trustee has actual knowledge of CNG's insolvency,
or has received notice from CNG or a person claiming to be a creditor
alleging that CNG is Insolvent, Trustee shall have no duty to inquire
whether CNG is Insolvent. Trustee may in all events rely on such evidence
concerning CNG's solvency as may be furnished to Trustee and that provides
Trustee with a reasonable basis for making a determination concerning CNG's
solvency.
(c) If at any time Trustee has determined that CNG is
Insolvent, Trustee shall discontinue payments to Plan participants or their
beneficiaries and shall hold the assets of the Trust for the benefit of
CNG's general creditors. Nothing in this Trust Agreement shall in any way
diminish any rights of Plan participants or their beneficiaries to pursue
their rights as general creditors of CNG with respect to benefits due under
the Plan or otherwise.
(d) Trustee shall resume the payment of benefits to Plan
participants or their beneficiaries in accordance with Article 2 of this
Trust Agreement only after Trustee has determined that CNG is not Insolvent
(or is no longer Insolvent).
3.3 Provided that there are sufficient assets, if Trustee
discontinues the payment of benefits from the Trust pursuant to Paragraph
3.2 hereof and subsequently resumes such payments, the first payment
-3-<PAGE>
following such discontinuance shall include the aggregate amount of all
payments due to Plan participants or their beneficiaries under the terms of
the Plan for the period of such discontinuance, less the aggregate amount
of any payments made to Plan participants or their beneficiaries by CNG in
lieu of the payments provided for hereunder during any such period of
discontinuance.
3.4 CNG represents and agrees that the Trust established hereunder
does not fund and is not intended to fund the Plan or any other employee
benefit plan or other program of CNG. The Trust is and is intended to be a
depository arrangement with the Trustee for the setting aside of money as
and when CNG so determines in its sole discretion for meeting part or all
of its future deferred compensation obligations under the Plan.
Contributions by CNG to the Fund shall be in amounts determined solely by
CNG. The purpose of the Trust is to provide a fund from which deferred
compensation may be payable under the Plan and as to which the participants
and beneficiaries may, by exercising the procedures set forth herein, have
access to some or all of their benefits as such become due without having
the payment of such benefits subject to the administrative control of CNG
unless CNG becomes insolvent. CNG further represents that the Plan is
exempt from the application of the Employee Retirement Income Security Act
of 1974 ("ERISA"). CNG further represents that the Plan is not qualified
under Section 401 of the Code and therefore is not subject to any of the
Code requirements applicable to tax-qualified plans.
ARTICLE 4
Contributions
-------------
4.1 CNG shall provide the Trustee with a copy of the Plan and all
amendments thereto. After the execution of this Agreement, CNG shall
promptly file with the Trustee a certified list of the names and specimen
signatures of the officers of CNG authorized to act for it. CNG shall
promptly notify the Trustee and the Trustee's agent of the addition or
deletion of any person's name to or from such list. Until receipt by the
Trustee of notice that any person is no longer authorized so to act, the
Trustee may continue to rely on the authority of such person. All
certifications, notices and directions by any such person or persons to the
Trustee shall be in writing signed by such person or persons. The Trustee
may rely on any certification, notice or direction of CNG that the Trustee
believes to have been signed by a duly authorized officer or agent of CNG.
CNG shall be responsible for keeping accurate books and records with
respect to the participants and their rights and interests in the Trust and
under the Plan.
4.2 CNG shall make its contributions to the Trust in accordance
with appropriate corporate action.
4.3 CNG shall indemnify and hold harmless the Trustee for any
liability or expenses including without limitation reasonable attorneys'
fees incurred by the Trustee with respect to holding, managing, investing
or otherwise administering the Fund other than by its negligence or willful
misconduct.
-4-<PAGE>
ARTICLE 5
Investment of Trust Fund; Duties of Trustee
-------------------------------------------
5.1 The Trustee shall not be liable in discharging its duties
hereunder, including without limitation its duty to invest and reinvest the
Fund if it acts in good faith and in accordance with the terms of the Trust
and any applicable federal or state laws, rules or regulations.
5.2 Subject to investment guidelines agreed to in writing from
time to time by CNG and the Trustee, the Trustee shall have the power in
investing and reinvesting the Fund in its sole discretion:
(a) to retain assets transferred hereunder, and invest and
reinvest in any property, real, personal or mixed, wherever situated and
whether or not productive of income or consisting of wasting assets,
including without limitation common and preferred stocks, bonds, notes,
debentures, leaseholds, mortgages, certificates of deposit or demand or
time deposits (including any such deposits with the Trustee), shares of
investment companies and mutual funds, interests in partnerships and
trusts, insurance policies and annuity contracts, and oil, mineral or gas
properties, royalties, interests or rights, without being limited to the
classes of property in which trustees are authorized to invest by any law
or any rule of court of any state and without regard to the proportion any
such property may bear to the entire amount of the Fund. In no event shall
any participant or beneficiary under the Plan be the legal owner of any
part of the Fund;
(b) to invest and reinvest all or any portion of the Fund
collectively through the medium of any common, collective or commingled
trust fund that may be established and maintained by the Trustee, the
instrument or instruments establishing such trust fund or funds as amended
being made a part of this Agreement so long as any portion of the Fund
shall be invested through the medium thereof;
(c) to sell or exchange any property held by it at public or
private sale for cash or on credit, to grant and exercise options for the
purchase or exchange thereof, to exercise all conversion or subscription
rights pertaining to any such property, and to enter into any covenant or
agreement to purchase any property in the future;
(d) to participate in any plan of reorganization,
consolidation, merger, combination, liquidation or other similar plan
relating to property held by it and to consent to or oppose any such plan
or any action thereunder or any contract, lease, mortgage, purchase, sale
or other action by any person;
(e) to deposit any property held by it with any protective
reorganization or similar committee, to delegate discretionary power
thereto, and to pay part of the expenses and compensation thereof and any
assessments levied with respect to any such property so deposited;
(f) to extend the time of payment of any obligation held by
it;
-5-<PAGE>
(g) to hold uninvested any moneys received by it without
liability for any interest thereon until such moneys shall be invested,
reinvested or disbursed;
(h)to exercise all voting or other rights with respect to any property held
by it and to grant proxies, discretionary or otherwise;
(i) for the purposes of this Trust, to borrow money from
others, to issue its promissory note or notes therefor and to secure the
payment thereof by pledging any property held by it;
(j) to employ suitable agents and counsel, who may be
counsel to CNG or the Trustee, and to pay their reasonable expenses and
compensation from the Trust property to the extent not paid by CNG;
(k) to cause any property held by it to be registered and
held in the name of one or more nominees with or without the addition of
words indicating that such securities are held in a fiduciary capacity and
to hold securities in bearer form;
(l) to settle, compromise or submit to arbitration any
claims, debts or damages due or owing to or from the Trust respectively, to
commence or defend suits or legal proceedings to protect any interest of
the Trust, and to represent the Trust in all suits or legal proceedings in
any court or before any other body or tribunal; provided, however, that the
Trustee shall not be required to take any such action unless it shall have
been indemnified by CNG to its reasonable satisfaction against liability or
expenses it might incur therefrom;
(m) generally to do all acts, whether or not expressly
authorized, that the Trustee may deem necessary or desirable for the
protection of the Fund; and
(n) notwithstanding any language in this Agreement, the
Trustee shall not have the power to start, to enter into or otherwise
engage in any business enterprise, or to continue to operate as any
business interest that becomes part of the Fund, if such activity
constitutes "carrying on business" as referred to in Section 301.7701-2 of
the IRS Procedures and Administration Regulations.
(o) In addition to the powers and authority set forth
elsewhere in this Agreement, the Trustee is authorized to invest and
reinvest all or a portion of the Fund in shares of any open-ended
investment fund or company, including, but not limited to, any such fund or
company which is managed by an affiliate of the Trustee. CNG acknowledges
the receipt of a prospectus describing the investment portfolios
established pursuant to a Declaration of Trust under the name "Galaxy Fund"
("Galaxy"). Based upon this prospectus, CNG consents to the investment of
Fund assets in Galaxy under those circumstances under which the Trustee
would otherwise, in the exercise of its discretion (including the
investment objectives which CNG has established for the Fund), invest
assets in investments similar or comparable to those represented by Galaxy.
CNG may revoke this consent by written notice to the Trustee. CNG
understands that Galaxy is advised by Fleet Investment Advisors, Inc., an
affiliate of the Trustee, which receives a management fee therefor as
disclosed in the prospectus. Where the Trustee has investment authority
-6-<PAGE>
and responsibility, either (a) the Fund's pro rata share of any investment
advisory fees paid to Fleet Investment Advisors, Inc. by Galaxy shall be
rebated to the Fund, or (b) the fees paid by the Fund to the Trustee shall
be reduced by an amount equal to any investment advisory fees which have
been paid by the Fund by virtue of its participation in Galaxy.
5.3 No person dealing with the Trustee shall be under any
obligation to see to the proper application of any money paid or property
delivered to the Trustee or to inquire into the Trustee's authority as to
any transaction.
5.4 The Trustee shall distribute moneys from the Fund in
accordance with Article 2 hereof. The Trustee may make any distribution
required hereunder by mailing its check for the specified amount to the
person to whom such payment is to be made at such address as may have been
last furnished to the Trustee, or if no such address shall have been so
furnished, to such person in care of CNG (or if so directed by CNG) by
crediting the account of such person or by transferring funds to such
person's account by bank or wire transfer.
5.5 If at any time there is no person authorized to act under the
Trust on behalf of CNG, the Compensation Committee of the Board of
Directors of CNG shall have the authority to act hereunder.
ARTICLE 6
Taxes and Expenses
------------------
6.1 CNG shall pay any federal, state or local taxes on the Fund,
or any part thereof and on the income therefrom. The Trustee may pay such
taxes directly using assets in the Fund if CNG does not make payment
directly.
6.2 The Trustee shall be entitled to payment for its reasonable
expenses for the management and administration of the Fund, including
without limitation reasonable expenses of counsel and other agents employed
by the Trustee and reasonable compensation for its services as Trustee
hereunder, the amount of which shall be agreed upon from time to time by
CNG and the Trustee in writing; provided, however, that if the Trustee
forwards an amended fee schedule to CNG requesting its agreement thereto
and CNG fails to object within thirty (30) days of its receipt, the amended
fee schedule shall be deemed to be agreed upon by CNG and the Trustee.
Such expenses and compensation may be paid from the Fund to the extent not
paid by CNG.
ARTICLE 7
Administration
--------------
7.1 The Trustee shall keeps books of account of the administration
of the Trust and shall show all its receipts and disbursements hereunder.
The books of account of the Trustee with respect to the Trust shall be open
to inspection by CNG or its representatives at all reasonable times during
normal business hours of the Trustee and may be audited not more frequently
-7-<PAGE>
than once each fiscal year by an independent certified public accountant
engaged by CNG.
7.2 Within a reasonable time after the close of each fiscal year
of CNG (or in the Trustee's discretion, at more frequent intervals), or
after any termination of the duties of the Trustee hereunder, the Trustee
shall prepare and deliver to CNG an account of its acts and transactions as
Trustee during the fiscal year, a portion thereof, or during such period
from the close of the last fiscal year to the terminating of the Trustee's
duties respectively, including a statement of the then current value of the
Fund. Any such account shall be deemed accepted and approved by CNG and
the Trustee shall be relieved and discharged if such account had been
settled and allowed by a judgment or decree of a court of competent
jurisdiction unless protested by written notice to the Trustee within sixty
(60) days of receipt thereof by CNG. The Trustee shall have the right to
apply at any time to a court of competent jurisdiction for judicial
settlement of any account of the Trustee not previously settled as herein
provided, or for the determination of any question of construction or for
instructions. In any such action or proceeding, it shall be necessary to
join as parties only the Trustee and CNG (although the Trustee may also
join such other parties as it may deem appropriate), and any judgment or
decree entered therein shall be conclusive.
ARTICLE 8
Resignation and Removal
-----------------------
8.1 The Trustee may resign at any time by delivering written
notice thereof to CNG, provided, however, that no such resignation shall
take effect until the earlier of (i) sixty (60) days from the date of
delivery of such notice to CNG, or (ii) the appointment of a successor
trustee.
8.2 The Trustee may be removed at any time by CNG pursuant to a
resolution of the Board of Directors of CNG upon delivery to the Trustee of
a certified copy of such resolution and sixty (60) days' written notice (or
a shorter period if such notice period is waived in whole or in part by the
Trustee) of (i) such removal, and (ii) the appointment of a successor
trustee.
8.3 Upon the resignation or removal of the Trustee, a successor
trustee shall be appointed by CNG. Such successor trustee shall be a bank
or trust company established under the laws of the United States or a state
within the United States. Such appointment shall take effect upon delivery
to the Trustee of (i) a written appointment of such successor trustee duly
executed by CNG, and (ii) a written acceptance by such successor trustee
duly executed thereby. Any successor trustee shall have all the rights,
powers and duties granted to the Trustee hereunder.
8.4 If within sixty (60) days of the delivery of the Trustee's
written notice of resignation a successor trustee shall not have been
appointed, the Trustee may apply to any court of competent jurisdiction for
the appointment of a successor trustee.
-8-<PAGE>
8.5 Upon the resignation or removal of the Trustee and the
appointment of a successor trustee, and after the acceptance and approval
of its account, the Trustee shall transfer and deliver the Fund to such
successor. Under no circumstances shall the Trustee transfer or deliver
the Fund to any successor which is not a bank or trust company as
hereinabove defined.
ARTICLE 9
Termination
-----------
9.1 The Trust shall not terminate until the date on which no
participant or beneficiary shall be entitled to any benefits under the
Plan. Upon termination of the Trust, any assets remaining in the Trust
shall be paid to CNG. Upon completing such distribution, the Trustee shall
be relieved and discharged. The powers of the Trustee shall continue as
long as any part of the Fund remains in its possession.
ARTICLE 10
Amendment
---------
10.1 This Agreement may be amended in whole or in part at any time
and from time to time by a written instrument approved by the Board of
Directors of CNG and executed by CNG and the Trustee, except to make the
Trust revocable or to alter Paragraph 9.1 hereof. The consent of any Plan
participant or beneficiary shall not be required to any amendment to the
Agreement.
ARTICLE 11
Change of Control
-----------------
11.1 For purposes of this Agreement, a "Change of Control" shall
mean: (i) the acquisition by any individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of
1934, as amended (the "Exchange Act")) (a "Person") of beneficial ownership
(within the meaning of Rule 13d-3 promulgated under the Exchange Act) of
20% or more of either 1) the then outstanding shares of common stock of CNG
(the "Outstanding Common Stock") or 2) the combined voting power of the
then outstanding voting securities of CNG entitled to vote generally in the
election of directors (the "Outstanding Voting Securities"); provided,
however, that for purposes of this subsection (i), the following
acquisitions shall not constitute a Change of Control: 1) any acquisition
directly from CNG, 2) any acquisition by CNG, 3) any acquisition by any
employee benefit plan (or related trust) sponsored or maintained by CNG or
any corporation controlled by CNG or 4) any acquisition by any corporation
pursuant to a transaction which complies with clauses 1), 2) and 3) of
subsection (iii) of this Article 11; or (ii) Individuals who, as of the
date hereof, constitute the board of directors of CNG (the "Incumbent
Board") cease for any reason to constitute at least a majority of the board
of directors of CNG (the "Board"); provided, however, that any individual
becoming a director subsequent to the date hereof whose election, or
-9-<PAGE>
nomination for election by CNG's shareholders, was approved by a vote of at
least a majority of the directors then comprising the Incumbent Board shall
be considered as though such individual were a member of the Incumbent
Board, but excluding, for this purpose, any such individual whose initial
assumption of office occurs as a result of an actual or threatened election
contest with respect to the election or removal of directors or other
actual or threatened solicitation of proxies or consents by or on behalf of
a Person other than the Board; or (iii) Consummation of a reorganization,
merger or consolidation or sale or other disposition of all or
substantially all of the assets of CNG (a "Business Combination"), in each
case, unless, following such Business Combination, 1) all or substantially
all of the individuals and entities who were the beneficial owners,
respectively, of the Outstanding Common Stock and Outstanding Voting
Securities immediately prior to such Business Combination beneficially own,
directory or indirectly, more than 50% of, respectively, the then
outstanding shares of common stock and the combined voting power of the
then outstanding voting securities entitled to vote generally in the
election of directors, as the case may be, of the corporation resulting
from such Business Combination (including, without limitation, a
corporation which as a result of such transaction owns CNG or all or
substantially all of CNG's assets either directly or through one or more
subsidiaries) in substantially the same proportions as their ownership,
immediately prior to such Business Combination of the Outstanding Common
Stock and Outstanding Voting Securities, as the case may be 2) no Person
(excluding any corporation resulting from such Business Combination or any
employee benefit plan (or related trust) of CNG or such corporation
resulting from such Business Combination) beneficially owns, directly or
indirectly, 20% or more of, respectively, the then outstanding shares of
common stock of the corporation resulting from such Business Combination or
the combined voting power of the then outstanding voting securities of such
corporation except to the extent that such ownership existed prior to the
Business Combination and 3) at least a majority of the members of the board
of directors of the corporation resulting from such Business Combination
were members of the Incumbent Board at the time of the execution of the
initial agreement, or of the action of the Board, providing for such
Business Combination; or (iv) Approval by the shareholders of CNG of a
complete liquidation or dissolution of CNG.
11.2 Notwithstanding any other provision of this Agreement to the
contrary, as soon as practicable following a Change of Control, CNG shall
calculate the maximum aggregate amount required under the Plans to satisfy
the liability to all Participants (and beneficiaries) who may be entitled
to payments under the Plan as of the Change of Control and shall calculate
an estimate of the expenses reasonably likely to be incurred by the Trust
from the date of calculation until the termination of the Trust including
the Trustee's fees. The aggregate of such amounts for the Plan plus such
additional amount as CNG reasonably determines to be necessary to pay the
anticipated expenses of the Trust including the Trustee's fees is
hereinafter referred to as the "Maximum Amount Payable." CNG shall have
the obligation to make contributions to the Trust and shall make
contributions to the Trust in cash, within three business days of such
calculation, in an amount equal to the excess (the "Excess"), of any, of
the Maximum Amount Payable over the then fair market value of the Fund. As
of each subsequent valuation, CNG shall make a similar calculation; and if
at any time following a Change of Control a valuation of the Fund occurs
pursuant to this Agreement, and it is determined that an Excess shall
-10-<PAGE>
exist, CNG shall within three days thereof contribute in cash such amount
to the Trust as is necessary to eliminate the Excess.
11.3 The Board of Directors of CNG and the Chief Executive Officer
of CNG shall each have a duty to inform the Trustee whenever a Change of
Control has occurred. If any two Participants notify the Trustee in
writing that a Change of Control has occurred, then unless the Trustee
receives written notice from CNG that, in the opinion of independent legal
counsel to CNG (which opinion may be based on representations of fact as
long as counsel does not know that such representations are untrue), such a
Change of Control has not occurred, a Change of Control will be deemed to
have occurred for purposes of this Agreement.
ARTICLE 12
Miscellaneous
-------------
12.1 This Agreement shall be construed and interpreted under, and
the Trust hereby created shall be governed by, the laws of the State of
Connecticut insofar as such laws do not contravene any applicable federal
laws, rules or regulations.
12.2 Neither the gender nor the number (singular or plural) of any
word shall be construed to exclude another gender or number when a
different gender or number would be appropriate.
12.3 Benefits payable to Plan participants and their beneficiaries
under this Trust Agreement may not be anticipated, assigned (either at law
or in equity), alienated, pledged, encumbered or subjected to attachment,
garnishment, levy, execution or other legal or equitable process. A
participant has only CNG's unsecured promise to pay benefits under the Plan
and has the status of an unsecured general creditor. No participant
receives any right against or security interest in the Fund. The Fund shall
at all times remain subject to claims of general creditors of CNG as
provided herein.
12.4 This Agreement shall be binding upon and inure to the benefit
of any successor to CNG or its business as the result of merger,
consolidation, reorganization, transfer of assets or otherwise and any
subsequent successor thereto. In the event of any such merger,
consolidation, reorganization, transfer of assets or similar transaction,
the successor to CNG or its business or any subsequent successor thereto
shall promptly notify the Trustee in writing of its successorship and
furnish the Trustee with the information specified in Paragraph 4.1 of this
Agreement.
12.5 This Agreement may be executed in any number of counterparts,
each of which shall be deemed to be an original but all of which shall
together constitute only one agreement.
12.6 Communications to the Trustee shall be sent to the Trustee's
principal office or to such other address as the Trustee may specify in
writing. No communication shall be binding upon the Trustee until it is
received by the Trustee. Communications to CNG shall be sent to CNG's
principal office or to such other address as CNG may specify in writing.
-11-<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused the Trust
Agreement to be duly executed this 28th day of September, 1995.
ATTEST: CONNECTICUT NATURAL GAS
CORPORATION
Mark W. Dudzik By R. L. Babcock
------------------------------ -----------------------------
Its Vice President
ATTEST: FLEET BANK, N.A.
Jean M. Breuler By William B. Parent
------------------------------ ------------------------------
Its Vice President
-12-<PAGE>
STATE OF CONNECTICUT )
) ss. Sep. 28, 1995
COUNTY OF HARTFORD
Personally appeared R. L. Babcock, Vice President of Connecticut
Natural Gas Corporation, as aforesaid, signer of the foregoing instrument,
and acknowledged the same to be his free act and deed as such Vice
President, and the free act and deed of said corporation, before me.
Alfred B. Lawson, Jr.
----------------------------------
Commissioner of the Superior Court
Notary Public
My Commission Exp. May 31, 1996
STATE OF CONNECTICUT )
) ss. Sept 29, 1995
COUNTY OF Hartford
Personally appeared W. B. Parent, Vice President of Fleet Bank, N.A.,
as aforesaid, signer of the foregoing instrument, and acknowledged the same
to be his free act and deed as such Vice President and the free act and
deed of said corporation, before me.
Frances A. Maslona
----------------------------------
Commissioner of the Superior Court
Notary Public
My Commission Expires Apr. 30, 1999
-13-<PAGE>
EXECUTION COPY
HSC TERMINATION AGREEMENT dated as of August 1,
1995, among THE HARTFORD STEAM COMPANY, a Connecticut corporation ("HSC"),
CONNECTICUT NATURAL GAS CORPORATION, a Connecticut corporation
("Connecticut Natural Gas"), ENERGY NETWORKS, INC. (formerly known as
Affiliated Resources Corporation), a Connecticut corporation ("ENI"), and
HARTFORD COGENERATION LIMITED PARTNERSHIP (formerly known as O'Brien
(Hartford) Cogeneration Limited Partnership), a Delaware limited
partnership ("Partnership").
In consideration of the mutual agreements herein contained and
other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the parties hereto agree as follows:
ARTICLE I
Definitions
------------
Unless the context otherwise requires, terms used herein have
the meanings assigned to them in the Release (defined below) except that
the following terms used herein have the following meanings (each agreement
referred to below meaning such agreement as amended, modified and
supplemented from time to time):
"ESCROW AGREEMENT" means the escrow agreement to be entered
into by Partnership pursuant to the Letter of Intent.
"LM GAS TURBINES" means the items described in Schedule 1
attached hereto.
"PROCEEDS ACCOUNT" means that account established at Sumitomo
pursuant to the Proceeds Cash Collateral Agreement to be dated the Closing
Date among Partnership, HSC and Sumitomo.
"RELEASE" means a Mutual Release substantially in the form
attached hereto as Exhibit A, as such Mutual Release may be modified prior
to execution thereof in a manner not materially adverse to the parties
hereto, it being understood that the addition of parties to the Mutual
Release is not a materially adverse modification.
"RELEVANT DOCUMENTS" means the Steam Supply Agreement, the
Facility Operating Agreement, the Site Lease Agreement, the Subordination
and Contingency Agreement and the Subordination and Non-Disturbance
Agreement.
"REMOVAL CONTRACT" means the removal contract to be entered
into by Partnership pursuant to the Letter of Intent.
"TERMINATION" means the termination pursuant to this Agreement
of (i) each of the Relevant Documents and all rights and obligations of
each of the parties thereunder (whether monetary or otherwise), including,
without limitation, all rights and obligations of each of the parties
thereunder that are stated in such documents to survive termination and
(ii) all mortgages, liens, pledges and other security interests created by
Partnership pursuant to or in connection with, the Relevant Documents.<PAGE>
"TERMINATION DOCUMENTS" means this Agreement, the Release, the
Note, the Mortgage, the Bill of Sale, the Quitclaim Deeds and the
Assignment Agreement.
"TRANSFER DATE" means the later of September 30, 1995 and the
first business day following the thirteenth day after disconnection of the
LM Gas Turbines and the switch over to HSC's existing boilers.
"VALUE OF KEROSENE" means $0.57085 per gallon times the number
of gallons of kerosene to be transferred by Partnership to HSC on the
Closing Date.
ARTICLE II
Closing
-------
SECTION 2.01. TRANSACTIONS EFFECTED AT CLOSING. The parties
hereto agree that on the Closing Date the following transactions shall
occur and take effect (the "Closing"):
(a) Termination;
(b) payment by Partnership to HSC of $4.5 million or such
larger amount as Partnership may determine;
(c) delivery by Partnership to HSC of a note substantially in
the form attached hereto as Exhibit B (the "Note"), in a principal amount
equal to the difference between (i) $9.35 million and (ii) the Value of
Kerosene plus the amount paid pursuant to paragraph (b) above;
(d) execution and delivery by the parties hereto of the
Release;
(e) execution and delivery by Partnership of the Mortgage and
Security Agreement (the "Mortgage") substantially in the form attached
hereto as Exhibit C;
(f) execution and delivery by Partnership of a letter of intent
substantially in the form attached hereto as Exhibit D and (the "Letter of
Intent");
(g) execution and delivery of a Conditional Assignment of
Contract and Escrow Agreement substantially in the form of Exhibit E,
attached hereto;
(h) delivery of releases and termination statements for the
encumbrances listed on Schedule 2 attached hereto, and a termination of the
Site Lease, all in form and substance satisfactory to HSC; and
(i) the determination and settling of all existing accounts
between Partnership on the one hand and HSC, ENI and CNG on the other.
SECTION 2.02. DETERMINATION AND NOTICE OF CLOSING DATE.
Partnership shall deliver to each of the other parties hereto written
notice setting forth the date (the "Closing Date") on which the
transactions in Section 2.01 shall occur, which date shall be (i) a date on
which all of the conditions precedent set forth in Section 2.03 shall have
been satisfied or waived and (ii) not less than 3 days after the date of<PAGE>
such notice. Partnership may from time to time postpone the Closing Date,
but not to a date later than September 30, 1995.
SECTION 2.03. CONDITIONS PRECEDENT TO THE OCCURRENCE OF THE
CLOSING DATE. The occurrence of the Closing on the Closing Date shall be
subject to the satisfaction of the following conditions precedent (except
to the extent waived by the benefitted party or parties):
(a) TERMINATION. The transactions contemplated by the
Termination and Release Agreement shall be consummated simultaneously with
the Closing.
(b) CONSENTS AND APPROVALS. All governmental approvals,
including that of the bankruptcy court overseeing the bankruptcy of OEE,
required to be taken, given or obtained by or from any governmental
authority and all consents, permits and licenses of Persons (including any
trustee or holder of any indebtedness or obligation of a party hereto)
required to be taken, given or obtained, in each case with respect to the
consummation of the transactions contemplated by this Agreement, that are
necessary or, in the opinion of counsel to a party hereto, advisable in
connection with the consummation of the transactions contemplated hereby,
shall have been taken, given or obtained and shall be in full force and
effect on the Closing Date and shall not be subject to any pending
proceedings or appeals, administrative, judicial or otherwise, and, unless
all parties with a right of appeal have waived such right, the times for
appeal with respect to any thereof shall have expired (or, if an appeal
shall have been taken, it shall have been dismissed).
(c) RELEASE. Prior to or simultaneously with the Closing,
each other party to the Release (except for those parties that any party
hereto deems unnecessary, as conclusively evidenced by such party's
execution and delivery of the Release) shall have executed and delivered,
or is executing and delivering, the Release.
(d) REPRESENTATIONS AND WARRANTIES. Each of the
representations and warranties made herein shall be true and correct on and
as of the Closing Date.
(e) TERMINATION OF AGREEMENTS. All agreements and other
arrangements with any Person relating to the Project shall have been
terminated or settled to the satisfaction of Partnership, or Partnership
shall have received on the Closing Date assurances satisfactory to it that
such agreements and arrangements shall be terminated or settled.
ARTICLE III
Post-Closing Transfers
-----------------------
SECTION 3.01. TRANSFER OF EQUIPMENT. On the Transfer Date,
Partnership will execute and deliver to HSC a bill of sale (the "Bill of
Sale"), substantially in the form attached hereto as Exhibit F and
quitclaim deeds (the "Quitclaim Deeds") substantially in the forms attached
hereto as Exhibits G and H.
SECTION 3.02. TRANSFER OF AIR PERMITS. Partnership agrees to
execute a consent order substantially in the form attached hereto as
Exhibit I (the "Consent Order") at the Closing or as soon thereafter as the
Consent Order is approved by the Commissioner of the Connecticut Department<PAGE>
of Environmental Protection. Partnership will transfer to HSC no later
than the Transfer Date, to the extent permissible by applicable law, all
rights to the Partnership's existing air permits and, upon execution of the
Consent Order, will assign to HSC all of Partnership's rights to certain
emission reduction credits of nitrogen oxides as required by the Consent
Order and described in the Agreement for the Transfer of Emission Reduction
Credits of Nitrogen Oxides.
ARTICLE IV
Obligations of Connecticut Natural Gas,
---------------------------------------
ENI, HSC and Partnership After the Closing Date
-----------------------------------------------
SECTION 4.01. PROVISION OF STEAM. (a) After the Closing Date
through the Transfer Date, Partnership, using ENI employees, shall turn off
the Facility's LM Gas Turbines and shall turn on and operate all five (5)
of the HSC boilers described in the Relevant Documents in order to supply
steam to HSC as if the Steam Supply Agreement were still in effect.
Partnership shall satisfy its maintenance obligations with respect to such
boilers as set forth in the Steam Supply Agreement. Seitel Gas and Energy
Corp. has been nominated by Partnership to provide gas for all of the
Project requirements related to the production of steam for HSC until the
Transfer Date, and Partnership shall pay for such gas. Partnership will
utilize Connecticut Natural Gas for the transportation of gas at the
interruptible transportation rate.
(b) Partnership shall cause Operator, within fifteen (15) days
after the Closing Date, using ENI employees, to secure the Project by
closing all valves, bleeding all lines, and otherwise making the Facility
safe for dismantling and transportation.
(c) Partnership shall remove, or cause to be removed, the LM
Gas Turbines from the Demised Premises (as defined in the Mortgage) and
shall inform HSC of the location of such LM Gas Turbines.
(d) During demobilization, the designated spokesperson for
ENI, HSC and Connecticut Natural Gas shall be Donald Ludington, and the
designated spokesperson for the Partnership shall be A. Ketheech Aran.
Prior to commencement of demobilization, Partnership shall cause each
contractor performing work thereon to designate a spokesperson to
Partnership and ENI.
(e) Prior to commencement of demobilization, Partnership shall
cause Operator to inform ENI of the number and names of ENI employees
needed to assist in the demobilization and the anticipated periods of time
during which their assistance will be required. Partnership shall
reimburse ENI for all costs incurred by ENI as to such employees for the
time during which they are assisting with the demobilization and during
which they are operating the HSC boilers for the account of Partnership.
Such reimbursement shall be calculated on the same basis as it was under
the Relevant Documents before such documents were terminated.
SECTION 4.02. OPERATING EXPENSES. Until the Transfer Date,
Partnership shall reimburse HSC for the reasonable cost of ordinary
electricity use by Partnership in connection with the operation of the
boilers and shall continue to pay to HSC, ENI and Connecticut Natural Gas
their respective charges for use of employees, fuel, river water, etc. as<PAGE>
provided in the Steam Supply Agreement, and HSC shall continue to pay
Partnership for the steam described in Section 4.01(a) as provided in the
Steam Supply Agreement; provided, however, that Partnership hereby directs
HSC to transmit to ENI and Connecticut Natural Gas any sums due ENI or
Connecticut Natural Gas for the account of Partnership; to setoff any
amounts due to HSC from Partnership against payments due from HSC to
Partnership; and to pay to Partnership only such amounts as remain after
such directed payments and setoffs. If the amount of such directed
payments and setoffs are less than the amounts owed by Partnership to HSC,
ENI or Connecticut Natural Gas, Partnership shall pay such amounts within
ten (10) days after a written invoice therefor. If the amount of such
directed payments and setoffs are less than the amounts owed to Partnership
by HSC, HSC shall pay such amounts within ten (10) days after a written
invoice therefor.
SECTION 4.03. PROPERTY TAXES. (a) Partnership will pay all
personal property taxes to the City of Hartford for all periods before and
after the Closing with respect to all personal property retained by
Partnership and not transferred to HSC pursuant to the Bill of Sale and the
Quitclaim Deeds, and HSC will have no responsibility for any such taxes.
(b) Partnership will pay personal property taxes to the City
of Hartford with respect to the property transferred to HSC or ENI pursuant
to the Bill of Sale and the Quitclaim Deeds for all periods through June
30, 1995, and thereafter property taxes to the City of Hartford on such
property shall be adjusted after the Closing, but as of the Closing Date,
between Partnership and HSC in the manner customary for the adjustment of
real property taxes in the City of Hartford. The parties agree that for
purposes of such adjustment, the value to be used in respect of such
personal property transferred to HSC or ENI pursuant to the Bill of Sale
and the Quitclaim Deeds will be calculated based on good faith estimates of
values of personal property transferred to HSC.
(c) Partnership shall remain responsible for all real property
taxes to the City of Hartford for which it is currently responsible for all
periods through June 30, 1995, and thereafter property taxes to the City of
Hartford with respect to such real property shall be adjusted at the
Closing as of the Closing Date between Partnership and HSC in the manner
customary for the adjustment of real property taxes in the City of
Hartford.
SECTION 4.04. ACCESS TO SITE. (a) ENI, HSC and Connecticut
Natural Gas agrees to provide to Partnership and its agents, for no
additional consideration:
(i) rights of access to the Demised Premises (as defined in the
Site Lease Agreement) and easements described in the Site Lease Agreement;
(ii) rights to access for the purpose of performing work
required by the Removal Contract; and rights to service boilers as provided
in Paragraphs 1 and 2 of a license agreement from HSC to Partnership dated
as of March 1, 1989, but no other rights as to construction or as to tanks;
(iii) rights to ingress and egress to the extent required by
the Removal Contract (but no other rights as to construction) pursuant to a
license agreement from Connecticut Natural Gas to Partnership dated as of
March 1, 1989; and
(iv) use of an area for temporary "laydown" purposes (but not<PAGE>
storage) adjacent to and extending 25 feet north of the existing structure
occupied by HSC and ENI in which the cogeneration facility is located, and
ENI will cooperate with the Partnership's removal contractor to seek to
locate additional laydown areas for use by the contractor.
(b) In connection with the rights specified in paragraph (a)
above, Partnership agrees that:
(i) the exercise of such rights shall be performed in a manner
which will not obstruct access by ENI, HSC or Connecticut Natural Gas, as
the case may be, to the relevant property or its property adjacent or
contiguous to such property and in a manner which will cause the least
practicable interference with such party's operations on such property or
such adjacent or contiguous property;
(ii) during the term of this Agreement and until completion of
the removal and restoration activities provided for in Section 7.04 hereof,
it shall keep in force and effect a public liability and property damage
insurance with respect to its entry upon and conduct upon the Demised
Premises insuring ENI, HSC or Connecticut Natural Gas, as the case may be,
against liability to the same extent and in the manner set forth in Section
9 of the Site Lease Agreement; and
(iii) it agrees to indemnify and save ENI, HSC and Connecticut
Natural Gas harmless from and against all liability or expense on account
of any accident or injury to ENI, HSC and Connecticut Natural Gas or any
other person or the property of ENI, HSC or Connecticut Natural Gas, as the
case may be, or any other person as a result of or arising from entry into
or activities upon the Demised Premises or the above access and laydown
areas by the Partnership, its contractors, subcontractors, and its or their
servants, agents, representatives or invitees and to repair any and all
damage to property of ENI, HSC or Connecticut Natural Gas, as the case may
be, caused by Partnership or resulting from or arising out of such entry.
SECTION 4.05. CERTAIN REMITTANCES. Partnership agrees that
within two business days of the Escrow Release Date (as defined in the
Sumitomo Partial Release), it will remit to HSC HSC's pro rata portion of
interest, if any, earned on the funds deposited in the Proceeds Account
plus any default interest owed by Partnership under the Note. HSC agrees
that within two business days of the Escrow Release Date it will remit to
Partnership any portion of the original principal amount of the Note that
has been prepaid as of the Escrow Release Date.
ARTICLE V
Representations and Warranties
------------------------------
Each of the parties hereto represents and warrants on and as of
the Closing Date and the Transfer Date that:
SECTION 5.01. AUTHORIZATION; NO CONFLICT. It has duly
authorized by all necessary action the execution, delivery and performance
of each of the Termination Documents to which it is a party, and neither
its execution and delivery thereof nor its consummation of the transactions
contemplated thereby nor its compliance with any of the terms and
provisions thereof (i) except for such approvals or consents as may have
been obtained, does or will require any approval of its stockholders or
partners or any approval or consent, permit or license of any person<PAGE>
(including any trustee or holder of any of its indebtedness or
obligations), (ii) does or will contravene any existing governmental rule
of any governmental authority applicable to or binding on it or any of its
properties or (iii) does or will require any governmental approval or other
consents or approvals (except such as have been duly obtained, made or
taken and except as expressly contemplated hereby).
SECTION 5.02. ENFORCEABILITY. This Agreement and each other
Termination Document executed or to be executed by it constitutes, or upon
execution and delivery will constitute, its legal, valid and binding
obligation, enforceable against it in accordance with its terms.
Partnership represents and warrants as of the Closing Date
that:
SECTION 5.03. ACCESS TO KEROSENE. 170,304 gallons of the
kerosene conveyed to HSC at Closing are located at an oil terminal operated
by The Newfield Realty Corporation (a.k.a. Mortensen-Vinci Oil Company) in
Hartford, Connecticut. Partnership represents that it has paid the
purchase price for such kerosene in full; that it owns the kerosene free
and clear of any liens or encumbrances of any nature except storage
charges; that there is no written agreement as to storage of such kerosene;
that storage charges have been paid through August 31, 1995; and that
storage charges currently are $0.01 per gallon per month as invoiced based
on the first day of such month and will be adjusted as of the Closing Date.
ARTICLE VI
Covenants of HSC, ENI and Connecticut Natural Gas
-------------------------------------------------
Each of HSC, ENI and Connecticut Natural Gas covenants and
agrees that:
SECTION 6.01. GOVERNMENTAL APPROVALS AND OTHER CONSENTS. It
will use its best efforts, and will cause each of its Affiliates to use its
best efforts, to obtain all governmental approvals and other consents
necessary or appropriate to permit the consummation of the transactions
contemplated by this Agreement and the other Termination Documents.
SECTION 6.02. NONINTERFERENCE. It will not, and will not
permit any of its Affiliates to, interfere with, seek to reopen or
otherwise put in jeopardy the final decision of the Connecticut Department
of Public Utility Control dated June 30, 1995 issued in connection with the
transactions specified in the Termination and Release Agreement, which
order became non-appealable on August 15, 1995.
SECTION 6.03. NO ACTION UNDER RELEVANT DOCUMENTS. (a) Until
the termination of this Agreement, it will neither exercise any remedies
available to it nor take or omit to take, directly or indirectly, any
action under any Relevant Document relating to any defaults or events of
default thereunder existing or alleged to be existing as of the date of
this Agreement or occurring during the term of this Agreement.
(b) In the event that the Closing Date shall not have
occurred, it may, after the termination of this Agreement, exercise any
remedies available to it under any Relevant Document in accordance with the
terms, and relating to any events of default, thereunder (i) existing on or
prior to the date of this Agreement or (ii) occurring during the term of<PAGE>
this Agreement other than those (A) that have been waived and (B) arising
out of acts or omissions occurring as a result of the implementation of
this Agreement.
SECTION 6.04. COOPERATION. It will cooperate with Partnership
with respect to the removals described in Section 7.04, taking into account
title transfers to HSC or ENI contemplated by the Bill of Sale and the
Quitclaim Deeds and the associated impact removal would have on the
Partnership property tax liability, and it will cooperate with ESI of
Tennessee, its subcontractors, agents, successors, and assignees with
respect to the performance of the Removal Contract.
SECTION 6.05. INDEMNIFICATION. (a) It will indemnify and
hold Partnership and its current and future partners harmless from and
against all direct out-of-pocket costs or expenses incurred with respect to
the Removal Contract or Partnership's obligations pursuant to Section 7.04
hereof (including, without limitation, additional expenses and costs
required to complete Partnership's removal and demolition obligations)
arising from any interruption or delay in the demolition and removal
activities caused by strikes, picketing or other union-related activities
by the employees of HSC, ENI or Connecticut Natural Gas.
(b) It will indemnify and hold Partnership and its current and
future partners harmless from and against one-half of all damages (up to a
maximum of $1,000,000) incurred as a result of Partnership's inability to
meet any deadline for the sale of any equipment contained in any Sale
Contract if such failure was caused by strikes, picketing or other
union-related activities by the employees of HSC, ENI or Connecticut
Natural Gas (other than such activities triggered by unsafe conditions
created by Partnership's demobilization contractor or subcontractors);
provided, however, that if such strikes, picketing or other union-related
activity lasts no longer than ten calendar days, neither HSC, ENI nor
Connecticut Natural Gas will have any liability under this Section 6.05(b);
and provided, further, that Partnership will use its reasonable commercial
efforts to mitigate any damages described in this Section 6.05(b).
SECTION 6.06. FILING OF TERMINATION STATEMENTS. HSC covenants
and agrees that, upon Partnership's request, it will prepare, within 24
hours of such request, according to Partnership's instructions, all UCC-3
termination statements or other instruments of release necessary to reflect
the release from the Mortgage of any collateral covered by the Mortgage
that is sold or to be sold by Partnership in accordance with the terms of
the Mortgage. It agrees to execute and file such termination statements or
releases with the appropriate authority or authorities immediately upon
receipt of confirmation from Sumitomo that the sales proceeds have been
deposited into escrow. It further agrees to insure that appropriate
officials will be available at Partnership's reasonable request to perform
its obligations under this Section 6.06.
ARTICLE VII
Covenants of Partnership
------------------------
Partnership covenants and agrees that:
SECTION 7.01. GOVERNMENTAL APPROVALS AND OTHER CONSENTS. It
will use its best efforts, and will cause each of its Affiliates to use its
best efforts, to obtain all governmental approvals and other consents<PAGE>
necessary or appropriate to permit the consummation of the transactions
contemplated by this Agreement and the other Termination Documents.
SECTION 7.02. NO ACTION UNDER RELEVANT DOCUMENTS. (a) Until
the termination of this Agreement, it will neither exercise any remedies
available to it nor take or omit to take, directly or indirectly, any
action under any Relevant Document relating to any defaults or events of
default thereunder existing or alleged to be existing as of the date of
this Agreement or occurring during the term of this Agreement.
(b) In the event that the Closing Date shall not have
occurred, it may, after the termination of this Agreement, exercise any
remedies available to it under any Relevant Document in accordance with the
terms, and relating to any events of default, thereunder (i) existing on or
prior to the date of this Agreement or (ii) occurring during the term of
this Agreement other than those (A) that have been waived and (B) arising
out of acts or omissions occurring as a result of the implementation of
this Agreement.
SECTION 7.03. EXECUTION OF SALE CONTRACT. It will use
reasonable commercial efforts to cause a contract ("Sale Contract") for the
sale of the two LM 2500 Gas Turbines to be executed and delivered prior to
Closing or as soon thereafter as practicable.
SECTION 7.04. REMOVAL OF CERTAIN EQUIPMENT AND RESTORATION OF
PREMISES. (a) Not later than March 31, 1996, Partnership will cause all
equipment, piping, controls and appurtenances not covered by either the
Bill of Sale or the Quitclaim Deeds to be removed and disposed of, except
for any such equipment, piping, controls or appurtenances that HSC and
Partnership shall in good faith and in writing agree need not be removed
and except for improvements to real property. If the Partnership and HSC
fail to mutually agree in good faith that a specific item of equipment,
piping, control or appurtenance need not be removed, Partnership shall
cause such item of equipment, piping, control or appurtenance to be
removed.
(b) Removal work performed by Partnership will be done in
accordance with good engineering practices, including appropriate
restoration work and will be performed in a manner so as not to materially
interfere with the operations of HSC, ENI or Connecticut Natural Gas. Any
remaining equipment, piping, controls or appurtenances will be left in a
safe and unobtrusive condition and will be capped or terminated at existing
valves at HSC's direction. Removal and disposal of the gas fuel supply
equipment and water treatment and boiler treatment chemicals or other
similar chemicals used by Operator will comply with applicable law relating
to hazardous waste.
(c) In order to effect the removal and restoration work
described in this Section 7.04, the Partnership shall enter into an
agreement with ESI, Inc. of Tennessee or other contractor satisfactory to
HSC (hereinafter, "ESI") substantially in the form of Exhibit J hereto (the
"Removal Contract"). HSC will be given a reasonable opportunity to review
the Removal Contract before its execution. The Removal Contract shall
include, without limitation, pre-commencement of work waivers of mechanics
liens by ESI, and requirements that ESI secure performance bonds that
guaranty the completion of the Removal Contract and that provide for the
bonding off within [48] hours of any mechanics liens filed by subcontractor
of ESI on any of the properties of HSC, ENI or Connecticut Natural Gas. No
modifications shall be made to the draft Removal Contract that would
materially impact HSC, ENI or Connecticut Natural Gas without the written<PAGE>
approval of HSC.
(d) Partnership shall no later than the Transfer Date deposit
$3.4 million into an escrow account to be managed by Shawmut Bank, N.A.,
pursuant to an Escrow Agreement substantially in the form of Exhibit K
hereto, to provide for the funding of the Removal Contract. No funds shall
be released from the escrow account to the Partnership until the Removal
Contract has been fully performed.
SECTION 7.05. ACTIONS RELATING TO REMOVAL CONTRACT.
Substantially simultaneously with the execution and delivery of the Removal
Contract and Escrow Agreement, Partnership shall execute and deliver a
conditional assignment agreement substantially in the form attached hereto
as Exhibit I (the "Assignment Agreement").
ARTICLE VIII
Miscellaneous
-------------
SECTION 8.01. GOVERNING LAW. This Agreement shall be governed
by and construed in accordance with the laws of the State of Connecticut.
SECTION 8.02. COUNTERPARTS. This Agreement may be executed in
any number of counterparts, all of which taken together shall constitute
one and the same instrument.
SECTION 8.03. AMENDMENTS. This Agreement may not be amended,
supplemented or otherwise modified, and no provision of this Agreement may
be waived, except by a written instrument signed by each of the parties
hereto.
SECTION 8.04. ASSIGNMENTS. This Agreement shall be binding
upon, and inure to the benefit of, each of the parties hereto and its
successors and assigns, except that no party may assign or transfer any of
its rights or obligations under this Agreement.
SECTION 8.05. SURVIVAL. Notwithstanding any provision of any
Relevant Document to the contrary, none of the representations, warranties,
indemnities or other provisions of any Relevant Document nor the
obligations of any party thereunder shall survive the consummation of the
transactions contemplated by this Agreement.
SECTION 8.06. SURVIVAL AND NONINTEGRATION. The parties hereto
agree that this Agreement, the Bill of Sale from Partnership to HSC, the
Note, the Mortgage and the Assignment Agreement, all of even date herewith,
were executed with the intent that they be and remain effective after and
are not integrated in the Release, and the obligations under each such
document shall be unaffected by such Release.
SECTION 8.07. TERMINATION OF THIS AGREEMENT. This Agreement
shall terminate automatically if the Closing is not effected by September
30, 1995, except that the provisions of Sections 6.03(b) and 7.02(b) shall
survive the termination of this Agreement.
SECTION 8.08. NOTE AND MORTGAGE. Immediately after the Note
has been paid in full or otherwise satisfied or discharged, the terms and
provisions of the Release shall thereafter apply to all rights and
obligations the parties had or may have had under the Note and Mortgage as<PAGE>
if such rights and obligations were expressly mentioned in such Release.
The parties hereto agree to prepare and file with the appropriate
jurisdictions any necessary forms to effect the termination of the
Mortgage.
SECTION 8.09. CONFIDENTIALITY. Each of the parties hereto
agrees not to disclose to any third person and to keep confidential, and to
cause and instruct each of its Affiliates, officers, directors, employees
and representatives not to disclose to any third person and to keep
confidential, any and all information obtained by it relating to
Partnership, any of its Affiliates or the Project; PROVIDED, HOWEVER, that
any information may be disclosed (i) to the extent required by applicable
laws and regulations or by any subpoena or similar legal process so long as
Partnership is given written notice at least three business days prior to
such disclosure or (ii) to the extent Partnership shall have consented in
writing prior to any such disclosure, including, without limitation, with
respect to the submission or disclosure of this Agreement or any of its
terms to any governmental authority in connection with HSC's, ENI's and
Connecticut Natural Gas' obligations hereunder.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed as of the day and year first above written.
THE HARTFORD STEAM COMPANY,
Janice I. White by Donald H. Ludington
------------------------- -----------------------------------
Name: Donald H. Ludington
Title: Exec V P
Barbara Sarantonio
-------------------------
ENERGY NETWORKS, INC.,
Janice I. White by Donald H. Ludington
------------------------- -----------------------------------
Name: Donald H. Ludington
Title: Exec V P
Barbara Sarantonio
-------------------------
CONNECTICUT NATURAL GAS CORPORATION,
Janice I. White by James P. Bolduc
------------------------- -----------------------------------
Name: James P. Bolduc
Title: Senior Vice President -
Financial Services and
CFO
Barbara Sarantonio
-------------------------
HARTFORD COGENERATION LIMITED
PARTNERSHIP,
by: HACOGEN CORPORATION,
its general partner
Janice I. White by A. Ketheech Aran
------------------------- -------------------------------
Name: A. Ketheech Aran
Title: Vice President
Barbara Sarantonio
-------------------------
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT 11
CONNECTICUT NATURAL GAS CORPORATION AND SUBSIDIARIES
-----------------------------------------------------
COMPUTATION OF CONSOLIDATED PRIMARY AND FULLY DILUTED EARNINGS PER SHARE
-------------------------------------------------------------------------
(Thousands of Dollars Except for Shares and Per Share Date)
Fiscal Year Ended September 30,
--------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1995 1994 1993 1992 1991
---------- ---------- ---------- ---------- ----------
Net income applicable to common stock:
Continuing operations
Income $ 17,019 $ 17,703 $ 16,855 $ 15,265 $ 12,343
Less-Preferred stock dividends 62 66 67 68 70
---------- ---------- ---------- ---------- ----------
Income applicable to common stock 16,957 17,637 16,788 15,197 12,273
---------- ---------- ---------- ---------- ----------
Net gain on disposal of discontinued operations - - - - 517
Cummulative effect of change in accounting (2) - - - - 1,779
---------- ---------- ---------- ---------- ----------
Net income applicable to common stock $ 16,957 $ 17,637 $ 16,788 $ 15,197 $ 14,569
========== ========== ========== ========== ==========
Weighted average number of shares of common
stock outstanding during the year (1) 9,926,980 9,539,695 9,527,772 8,704,897 8,516,632
========== ========== ========== ========== ==========
Net income per share of common stock -
primary and fully diluted (1)
Continuing operations $1.71 $1.85 $1.76 $1.75 $1.44
Net gain on disposal of discontinued operations - - - - .06
Cumulative effect of change in accounting (2) - - - - .21
----- ----- ----- ----- -----
$1.71 $1.85 $1.76 $1.75 $1.71
===== ===== ===== ===== =====
NOTE:
(1) The Company has no common stock equivalents. Therefore, no adjustments to the weighted average number of shares of
common stock outstanding during any of the years reflected in this exhibit are necessary in order to calculate either
primary or fully diluted earnings per share. For this reason primary and fully diluted earnings per share are the
same in each year.
(2) Changes in accounting include a change in the method of accounting for municipal property taxes in 1991. <PAGE>
/TABLE
<PAGE>
EXHIBIT 21
CONNECTICUT NATURAL GAS CORPORATION AND SUBSIDIARIES
----------------------------------------------------
SUBSIDIARIES OF THE REGISTRANT
------------------------------
<TABLE>
<S> <C> <C>
Percentage of Voting
Incorporated Under Securities Owned By
Name of Subsidiary Laws of Immediate Parent
------------------ ------------------ --------------------
Energy Networks, Inc. (1) Connecticut 100%
The Hartford Steam Company Connecticut 100%
ENServe, Incorporated Connecticut 100%
ENI Gas Services, Inc. Connecticut 100%
DataBeam Systems Corporation (2) Connecticut 100%
CNG Realty Corp. Connecticut 100%
ENI Transmission Company Connecticut 100%
The Greenwich Gas System, Inc. (2) Connecticut 100%
<FN>
<F1>
(1) The Hartford Steam Company, ENServe, Incorporated, ENI Gas Services, Inc., and
DataBeam Systems Corporation are wholly owned subsidiaries of ENI at September 30,
1995.
<F2>
(2) DataBeam Systems Corporation: inactive.
The Greenwich Gas System, Inc.: inactive.
</FN>
</TABLE>
<PAGE>
EXHIBIT 23
ARTHUR ANDERSEN LLP
Hartford, Connecticut
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
As independent public accountants, we hereby consent to the
incorporation of our report dated November 21, 1995, included in this Form
10-K, into the Company's previously filed Registration Statement on Form S-
8 (Registration Statement No. 33-54643) concerning its Employee Savings
Plan, Registration Statement on Form S-8 (Registration Statement No. 33-
54653) concerning its Union Employee Savings Plan and Registration
Statement on Form S-3 (Registration Statement No.33-38087) concerning its
Automatic Dividend Reinvestment Plan.
S/ Arthur Andersen LLP
--------------------------
(ARTHUR ANDERSEN LLP)
Hartford, Connecticut
December 18, 1995
<PAGE>
Exhibit 24
Page 1 of 2
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned does
hereby appoint and constitute Reginald L. Babcock as his or her agent and
attorney-in-fact to execute in his or her name, place and stead (whether on
behalf of the undersigned individually or as a director of Connecticut
Natural Gas Corporation or otherwise) the Annual Report on Form 10-K of
Connecticut Natural Gas Corporation respecting its fiscal year ended
September 30, 1995 and any and all amendments thereto and to file such Form
10-K and any such amendments thereto with the Securities and Exchange
Commission. Said attorney shall have the power to act hereunder.
IN WITNESS WHEREOF, the undersigned have executed this instrument this
28th day of November, 1995.
S/ Bessye W. Bennett S/ Denis F. Mullane
------------------------------------ ------------------------------------
(Bessye W. Bennett) (Denis F. Mullane)
Director Director
S/ James F. English, Jr. S/ Richard J. Shima
------------------------------------ ------------------------------------
(James F. English, Jr.) (Richard J. Shima)
Director Director
S/ Laurence A. Tanner
------------------------------------ ------------------------------------
(Herman J. Fonteyne) (Laurence A. Tanner)
Director Director
S/ Beverly L. Hamilton S/ DeRoy C. Thomas
------------------------------------ ------------------------------------
(Beverly L. Hamilton) (DeRoy C. Thomas)
Director Director
S/ Harvey S. Levenson S/ Angelo Tomasso, Jr.
------------------------------------ ------------------------------------
(Harvey S. Levenson) (Angelo Tomasso, Jr.)
Director Director
<PAGE>
Exhibit 24
Page 2 of 2
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned does
hereby appoint and constitute Reginald L. Babcock as his or her agent and
attorney-in-fact to execute in his or her name, place and stead (whether on
behalf of the undersigned individually or as a director of Connecticut
Natural Gas Corporation or otherwise) the Annual Report on Form 10-K of
Connecticut Natural Gas Corporation respecting its fiscal year ended
September 30, 1995 and any and all amendments thereto and to file such Form
10-K and any such amendments thereto with the Securities and Exchange
Commission. Said attorney shall have the power to act hereunder.
IN WITNESS WHEREOF, the undersigned have executed this instrument this
12th day of December, 1995.
------------------------------------ ------------------------------------
(Bessye W. Bennett) (Denis F. Mullane)
Director Director
------------------------------------ ------------------------------------
(James F. English, Jr.) (Richard J. Shima)
Director Director
S/ Herman J. Fonteyne
------------------------------------ ------------------------------------
(Herman J. Fonteyne) (Laurence A. Tanner)
Director Director
------------------------------------ ------------------------------------
(Beverly L. Hamilton) (DeRoy C. Thomas)
Director Director
------------------------------------ ------------------------------------
(Harvey S. Levenson) (Angelo Tomasso, Jr.)
Director Director
<PAGE>
<TABLE> <S> <C>
<ARTICLE> UT
<LEGEND> THIS SCHEDULE CONTAINS
SUMMARY FINANCIAL
INFORMATION EXTRACTED FROM
THE CONSOLIDATED BALANCE
SHEETS, STATEMENTS OF
INCOME, STATEMENTS OF
CASHFLOWS AND STATEMENTS OF
CAPITALIZATION AND IS
QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH
FINANCIAL STATEMENTS
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> SEP-30-1995
<PERIOD-START> OCT-01-1994
<PERIOD-END> SEP-30-1995
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 275,707
<OTHER-PROPERTY-AND-INVEST> 52,129
<TOTAL-CURRENT-ASSETS> 55,655
<TOTAL-DEFERRED-CHARGES> 81,548
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 465,039
<COMMON> 30,571
<CAPITAL-SURPLUS-PAID-IN> 74,018
<RETAINED-EARNINGS> 45,522
<TOTAL-COMMON-STOCKHOLDERS-EQ> 150,111
0
904
<LONG-TERM-DEBT-NET> 150,390
<SHORT-TERM-NOTES> 4,200
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 3,921
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 155,513
<TOT-CAPITALIZATION-AND-LIAB> 465,039
<GROSS-OPERATING-REVENUE> 275,185
<INCOME-TAX-EXPENSE> 11,269
<OTHER-OPERATING-EXPENSES> 234,757
<TOTAL-OPERATING-EXPENSES> 246,026
<OPERATING-INCOME-LOSS> 29,159
<OTHER-INCOME-NET> 2,051
<INCOME-BEFORE-INTEREST-EXPEN> 31,210
<TOTAL-INTEREST-EXPENSE> 14,191
<NET-INCOME> 17,019
62
<EARNINGS-AVAILABLE-FOR-COMM> 16,957
<COMMON-STOCK-DIVIDENDS> 14,699
<TOTAL-INTEREST-ON-BONDS> 3,385
<CASH-FLOW-OPERATIONS> 54,262
<EPS-PRIMARY> 1.71
<EPS-DILUTED> 1.71
<PAGE>
</TABLE>
