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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K/A
AMENDMENT NO. 1
(Mark One)
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (FEE REQUIRED)
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For the fiscal year ended September 30, 1994
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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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The purpose of this amendment is to file as exhibits to Form 10-K the
information required by Form 11-K with respect to the Connecticut Natural
Gas Corporation Employee Savings Plan and Union Employee Savings Plan for
the fiscal year ending December 31, 1994.
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this amendment to be signed on its behalf by
the undersigned thereunto duly authorized
CONNECTICUT NATURAL GAS CORPORATION
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(Registrant)
Date June 29, 1995 S/ Andrew H. Johnson
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Andrew H. Johnson
Treasurer and Chief Accounting
Officer
(On behalf of the registrant and as Chief
Accounting Officer)
<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
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(a) 1. Financial Statements:
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The consolidated balance sheets, statements of income, statements of
cash flows, statements of capitalization and statements of common
stock equity, together with the notes to the financial statements
and report thereon of Arthur Andersen LLP dated November 21, 1994,
are included in Part II, Item 8 herein.
2. Financial Statement Schedules:
-----------------------------
The following financial statement schedules included herein under
Item 14(d) are filed as part of this report. Schedules I, II, III,
IV, VII, IX, X, XI, XII, and XIII are not submitted because they are
not applicable or the information required to be included therein is
contained in the financial statements and footnotes.
V Property, Plant and Equipment (including intangibles) for the
fiscal years ended September 30, 1994, 1993 and 1992
VI Accumulated Depreciation and Amortization of Property, Plant
and Equipment for the fiscal years ended September 30, 1994,
1993, and 1992
VIII Valuation and Qualifying Accounts and Reserves for the fiscal
years ended September 30, 1994, 1993 and 1992
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
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3 Articles of Incorporation and By-Laws
(i) Charter of the Company and all Amendments thereto
(ii) By-Laws of the Company, as amended
<PAGE>
(a) 3. Exhibits (continued)
--------
Exhibit
Number
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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)
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Exhibit
Number
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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) Steam Supply Agreement and Amendments thereto, between the
Hartford Steam Company and O'Brien Energy Systems, Inc. dated
September 19, 1985, and as amended on February 25, 1987, and
October 6, 1987, filed as Exhibit No. 10(xxi) to the
Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1987, filed with the Commission on March
29, 1988 (Commission File No. 1-7727)
(vii) 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)
(viii) 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)
(ix) 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)
<PAGE>
(a) 3. Exhibits (continued)
--------
Exhibit
Number
------------
10 (x) Restated and Amended Letter of Credit and Reimbursement
Agreement by and between Affiliated Resources Corporation and
Canadian Imperial Bank of Commerce, New York Agency, dated
March 1, 1988, filed as Exhibit No. 10(xxiv) to the Company's
Annual Report Form 10-K for the fiscal year ended December
31, 1988, filed with the Commission on March 29, 1989
(Commission File No. 1-7727)
(xi) Third Amendment, dated April 7, 1988, to the Steam Supply
Agreement, between The Hartford Steam Company and O'Brien
Energy Systems, Inc. dated September 19, 1985 (filed as
Exhibit No. 10(xxi) to the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1987, filed with
the Commission on March 29, 1988 (Commission File No. 1-
7727)), filed as Exhibit No. 10(xxv) to the Company's Annual
Report on Form 10-K for the fiscal year ended December 31,
1988, filed with the Commission on March 29, 1989 (Commission
File No. 1-7727)
(xii) Fourth Amendment, dated March 1, 1989, to the Steam Supply
Agreement between The Hartford Steam Company and O'Brien
Energy Systems, Inc., dated September 19, 1985 (filed as
Exhibit No. 10(xxi) to the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1987, filed with
the Commission on March 29, 1988 (Commission File No. 1-
7727)), filed as Exhibit No. 10(xxiv) to the Company's Annual
Report on Form 10-K for the fiscal year ended December 31,
1989, filed with the Commission on March 28, 1990 (Commission
File No. 1-7727)
(xiii) 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)
(xiv) 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)
(xv) 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)
<PAGE>
(a) 3. Exhibits (continued)
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Exhibit
Number
------------
10 (xvi) 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)
(xvii) 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)
(xviii) 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)
(xix) 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)
(xx) 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)
(xxi) 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)
(xxii) 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)
<PAGE>
(a) 3. Exhibits (continued)
--------
Exhibit
Number
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10 (xxiii) 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)
(xxiv) 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)
(xxv) 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)
(xxvi) 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)
(xxvii) 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)
(xxviii) 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)
(xxix) 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)
(xxx) 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)
(xxxi) 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)
<PAGE>
(a) 3. Exhibits (continued)
--------
Exhibit
Number
------------
10 (xxxii) 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)
(xxxiii) 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)
(xxxiv) 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)
(xxxv) 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)
(xxxvi) 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)
(xxxvii) 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)
(xxxviii) 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)
(xxxix) Service Agreement #93305 (Rate Schedule AFT-1), dated June 1,
1993, between the Company and Algonquin Gas Transmission
Company, filed as Exhibit No. 10(xli) 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 #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)
<PAGE>
(a) 3. Exhibits (continued)
--------
Exhibit
Number
------------
10 (xli) Service Agreement #9B103 (Rate Schedule AFT-1), dated June 1,
1993, between the Company and Algonquin Gas Transmission
Company, filed as Exhibit No. 10(xliii) 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 #9W005 (Rate Schedule AFT-1), dated June 1,
1993, between the Company and Algonquin Gas Transmission
Company, filed as Exhibit No. 10(xliv) 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 #.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)
(xliv) 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)
(xlv) 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)
(xlvi) 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)
(xlvii) 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)
(xlviii) 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)
(xlix) 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)
<PAGE>
(a) 3. Exhibits (continued)
--------
Exhibit
Number
------------
10 (l) 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)
(li) 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)
(lii) 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)
(liii) Amended and Restated CNG Officers' Retirement Plan, dated
June 28, 1994
(liv) The Connecticut Natural Gas Corporation Officers' Retirement
Plan Trust Agreement, dated January 9, 1989
(lv) First Amendment to the Connecticut Natural Gas Corporation
Officers' Retirement Plan and Deferred Compensation Plan
Trust Agreement, dated August 5, 1993
(lvi) The Connecticut Natural Gas Corporation Deferred Compensation
Plan, as amended, dated January 1, 1993
(lvii) First Amendment to the Connecticut Natural Gas Corporation
Deferred Compensation Plan, dated December 2, 1993
(lviii) Second Amendment to the Connecticut Natural Gas Corporation
Deferred Compensation Plan, dated June 28, 1994
(lix) Agreement and Declaration of Trust, Connecticut Natural Gas
Corporation Employee Benefit Trust, dated December 28, 1987
(lx) First Amendment to Agreement and Declaration of Trust,
Connecticut Natural Gas Corporation Employee Benefit Trust,
Dated December 2, 1993
(lxi) Agreement and Declaration of Trust, Connecticut Natural Gas
Corporation Union Employee Benefit Trust, dated December 2,
1993
(lxii) CNG Annual Incentive Plan, 1994
(lxiii) Settlement Agreement and Release of All Claims by and between
Connecticut Natural Gas Corporation and Donato P. Lauria,
dated November 29, 1993
<PAGE>
(a) 3. Exhibits (continued)
--------
Exhibit
Number
------------
10 (lxiv) Letter of Credit and Reimbursement Agreement by and between
Energy Networks, Inc. and The Bank of Nova Scotia, dated
October 14, 1994
(lxv) Second Amended and Restated Loan Agreement by and between The
Hartford Steam Company and Shawmut Bank Connecticut, N.A.,
dated October 28, 1994
(lxvi) 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
(lxvii) 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
(lxviii) Service Agreement (EFT Service), dated July 31, 1993, between
the Company and National Fuel Gas Supply Corporation
(lxix) Gas Storage Contract, dated February 16, 1990, between the
Company and ENDEVCO Industrial Gas Sales Company
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,
1994
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
28 Information from Reports Furnished to State Insurance Regulatory
Authorities
Not applicable
<PAGE>
(a) 3. Exhibits (concluded)
--------
Exhibit
Number
------------
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
(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
Exhibits 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)
and 10(lii) 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 1994.
<PAGE>
Exhibit 99(i)
Page 1 of 2
CONNECTICUT NATURAL GAS CORPORATION
Annual Report on Form 10-K
Exhibit Index
Fiscal Year Ended September 30, 1994
Document
Item Description Description
------------ ----------- ------------
99(i) Exhibit Index Ex-99.1
3(i) Charter of the Company and All Amendments Ex-3.1
Thereto
3(ii) Bylaws of the Company, as amended Ex-3.2
10(liii) Amended and Restated CNG Officers' Ex-10.53
Retirement Plan
10(liv) The Connecticut Natural Gas Corporation Ex-10.54
Officers' Retirement Plan Trust Agreement
10(lv) First Amendment to the Connecticut Natural Ex-10.55
Gas Corporation Officers' Retirement Plan
and Deferred Compensation Plan Trust
Agreement
10(lvi) The Connecticut Natural Gas Corporation Ex-10.56
Deferred Compensation Plan
10(lvii) First Amendment to the Connecticut Natural Ex-10.57
Gas Corporation Deferred Compensation Plan
10(lviii) Second Amendment to the Connecticut Ex-10.58
Natural Gas Corporation Deferred
Compensation Plan
10(lix) Agreement and Declaration of Trust, Ex-10.59
Connecticut Natural Gas Corporation
Employee Benefit Trust
10(lx) First Amendment to Agreement and Ex-10.60
Declaration of Trust, Connecticut Natural
Gas Corporation Employee Benefit Trust
10(lxi) Agreement and Declaration of Trust, Ex-10.61
Connecticut Natural Gas Corporation Union
Employee Benefit Trust
10(lxii) CNG Annual Incentive Plan, 1994 Ex-10.62
10(lxiii) Settlement Agreement and Release of All Ex-10.63
Claims by and between Connecticut Natural
Gas Corporation and Donato P. Lauria
10(lxiv) Letter of Credit and Reimbursement Ex-10.64
Agreement by and between Energy Networks,
Inc. and The Bank of Nova Scotia<PAGE>
Exhibit 99(i)
Page 2 of 2
CONNECTICUT NATURAL GAS CORPORATION
Annual Report on Form 10-K
Exhibit Index (concluded)
Fiscal Year Ended September 30, 1994
Document
Item Description Description
------------ ----------- ------------
10(lxv) Second Amended and Restated Loan Agreement Ex-10.65
by and between The Hartford Steam Company
and Shawmut Bank Connecticut, N.A.
10(lxvi) Medium Term Notes, Series B, Placement Ex-10.66
Agency Agreement among Connecticut Natural
Gas Corporation, Smith Barney Inc., and
A.G. Edwards & Sons, Inc.
10(lxvii) Issuing and Paying Agency Agreement Ex-10.67
between Shawmut Bank Connecticut, National
Association, and Connecticut Natural Gas
Corporation, for Medium Term Notes, Series
B
10(lxviii) Service Agreement (EFT Service) between Ex-10.68
the Company and National Fuel Gas Supply
Corporation
10(lxix) Gas Storage Contract between the Company Ex-10.69
and ENDEVCO Industrial Gas Sales Company
11 Computation of Consolidated Primary and Ex-11
Fully Diluted Earnings Per Share
21 Subsidiaries of the Registrant Ex-21
23 Consent of Independent Public Accountants Ex-23
24 Power of Attorney Ex-24
27 Financial Data Schedule Ex-27
99(ii) Requirements of Form 11-K for the Ex-99.2
Connecticut Natural Gas Corporation
Employee Savings Plan
99(iii) Requirements of Form 11-K for the Ex-99.3
Connecticut Natural Gas Corporation Union
Employee Savings Plan
<PAGE>
CONNECTICUT NATURAL GAS CORPORATION
-----------------------------------
EMPLOYEE SAVINGS PLAN
---------------------
FINANCIAL STATEMENTS AND SCHEDULES
----------------------------------
AS OF DECEMBER 31, 1994, 1993 AND 1992
--------------------------------------
TOGETHER WITH
--------------
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
----------------------------------------
<PAGE>
CONNECTICUT NATURAL GAS CORPORATION
-----------------------------------
EMPLOYEE SAVINGS PLAN
---------------------
INDEX
-----
PAGE
----
Report of Independent Public Accountants 1
Financial Statements:
Statement of Net Assets Available for Benefits
with Fund Information as of December 31, 1994 2
Statement of Net Assets Available for Benefits
with Fund Information as of December 31, 1993 3
Statement of Changes in Net Assets Available for Benefits
with Fund Information for the Year Ended December 31, 1994 4
Statement of Changes in Net Assets Available for Benefits
with Fund Information for the Year Ended December 31, 1993 5
Statement of Changes in Net Assets Available for Benefits
with Fund Information for the Year Ended December 31, 1992 6
Notes to Financial Statements 7
Schedules:
Schedule I - Item 27a - Schedule of Assets Held for Investment
Purposes as of December 31, 1994 11
Schedule II - Item 27d - Schedule of Reportable Transactions for
the Year Ended December 31, 1994 12
<PAGE>
ARTHUR ANDERSEN LLP
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
----------------------------------------
To the Plan Administrator of Connecticut Natural
Gas Corporation Employee Savings Plan:
We have audited the accompanying statements of net assets available for
benefits with fund information of Connecticut Natural Gas Corporation
Employee Savings Plan (the Plan) as of December 31, 1994 and 1993, and the
related statements of changes in net assets available for benefits with
fund information for each of the three years in the period ended December
31, 1994. These financial statements are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the net assets available for benefits with fund
information of the Plan as of December 31, 1994 and 1993, and the changes
in its net assets available for benefits with fund information for each of
the three years in the period ended December 31, 1994, in conformity with
generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of
assets held for investment purposes and reportable transactions are
presented for purposes of additional analysis and are not a required part
of the basic financial statements but are supplementary information
required by the Department of Labor Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974. The
supplemental schedules have been subjected to the auditing procedures
applied in the audits of the basic financial statements for the year ended
December 31, 1994 and, in our opinion, are fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
By Arthur Andersen LLP
----------------------
Arthur Andersen LLP
Hartford, Connecticut
May 31, 1995
<PAGE>
<TABLE>
<CAPTION>
-2-
CONNECTICUT NATURAL GAS CORPORATION
-----------------------------------
EMPLOYEE SAVINGS PLAN
---------------------
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
--------------------------------------------------------------------
AS OF DECEMBER 31, 1994
------------------------
Non-
Participant
Participant Directed Directed
------------------------------------------------------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
The Putnam
Putnam Fiduciary Putnam U.S. The George Fund for Common Common
Trust Company Government Putnam Fund Growth and Stock Stock
Stable Value Fund Income Trust of Boston Income Fund Fund Total
---------------- ------------- ------------ ---------- ---------- ---------- --------
Assets
------
Investments, at
current value $ 1,145,585 $ 1,072,279 $ 2,475,895 $ 3,277,169 $ 2,728,961 $ 7,292,947 $17,992,836
----------- ----------- ----------- ----------- ----------- ----------- -----------
Cash and temporary
investments - - - - 41,429 111,765 153,194
----------- ----------- ----------- ----------- ----------- ----------- -----------
Accounts receivable:
Connecticut
Natural Gas Corp. 3,805 6,091 17,798 35,505 7,996 41,306 112,501
Other - - - - 1,716 4,734 6,450
----------- ----------- ----------- ----------- ----------- ----------- -----------
3,805 6,091 17,798 35,505 9,712 46,040 118,951
----------- ----------- ----------- ----------- ----------- ----------- -----------
Total Assets 1,149,390 1,078,370 2,493,693 3,312,674 2,780,102 7,450,752 18,264,981
----------- ----------- ----------- ----------- ----------- ----------- -----------
Liabilities
-----------
Accounts payable to
broker - - - - (41,030) (110,597) (151,627)
----------- ----------- ----------- ----------- ----------- ----------- ----------- <PAGE>
Net Assets
Available for
Plan Benefits $ 1,149,390 $ 1,078,370 $ 2,493,693 $ 3,312,674 $ 2,739,072 $ 7,340,155 $18,113,354
=========== =========== =========== =========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of this financial statement.
<PAGE>
[CAPTION]
<TABLE>
-3-
CONNECTICUT NATURAL GAS CORPORATION
-----------------------------------
EMPLOYEE SAVINGS PLAN
---------------------
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
--------------------------------------------------------------------
AS OF DECEMBER 31, 1993
------------------------
Non-
Participant
Participant Directed Directed
------------------------------------------------------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
The Putnam
Putnam Fiduciary Putnam U.S. The George Fund for Common Common
Trust Company Government Putnam Fund Growth and Stock Stock
Stable Value Fund Income Trust of Boston Income Fund Fund Total
----------------- ------------- ------------ ---------- ---------- ---------- --------
Assets
------
Investments, at
current value $ 824,473 $ 1,442,808 $ 2,384,557 $ 2,831,408 $ 2,964,501 $ 8,663,752 $19,111,499
Cash and temporary
investments 3,474 - - - 47,557 145,942 196,973
--------- ----------- ----------- ----------- ----------- ----------- -----------
Total Assets 827,947 1,442,808 2,384,557 2,831,408 3,012,058 8,809,694 19,308,472
--------- ----------- ----------- ----------- ----------- ----------- -----------
Liabilities
-----------
Accounts payable to
broker - - - - (39,678) (113,672) (153,350)
--------- ----------- ----------- ----------- ----------- ----------- -----------
Net Assets
Available for
Plan Benefits $ 827,947 $ 1,442,808 $ 2,384,557 $ 2,831,408 $ 2,972,380 $ 8,696,022 $19,155,122
========= =========== =========== =========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of this financial statement.
<PAGE>
<TABLE>
<CAPTION>
-4-
CONNECTICUT NATURAL GAS CORPORATION
----------------------------------
EMPLOYEE SAVINGS PLAN
---------------------
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
-------------------------------------------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1994
-------------------------------------
Non-
Participant
Participant Directed Directed
----------------------------------------------------------------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Putnam
Fiduciary The Putnam
Trust Company Putnam U.S. The George Fund for Common Common
Stable Value Government Putnam Fund Growth and Stock Stock
Fund Income Trust of Boston Income Fund Fund Total
------------- -------------------------- ----------- ---------- ---------- ----------
Additions to net assets
attributed to:
Dividends and interest income $ 51,801 $ 88,894 $ 162,233 $ 199,825 $ 158,004 $ 427,006 $ 1,087,763
---------- ----------- ----------- ----------- ----------- ----------- -----------
Realized gains
(losses), net - (23,461) (6,864) (66) (20,752) (60,713) (111,856)
---------- ----------- ----------- ----------- ----------- ----------- -----------
Unrealized appreciation
(depreciation) of investments - (98,811) (164,204) (209,645) (634,736) (1,859,543) (2,966,939)
---------- ----------- ----------- ----------- ----------- ----------- -----------
Contributions:
Employees 53,792 91,679 245,201 430,814 123,277 - 944,763
Employer - - - - - 511,479 511,479
---------- ----------- ----------- ----------- ----------- ----------- -----------
Total contributions 53,792 91,679 245,201 430,814 123,277 511,479 1,456,242
---------- ----------- ----------- ----------- ----------- ----------- -----------
Transfers, net 231,403 (408,181) (86,276) 78,854 162,566 (20,510) (42,144)
---------- ----------- ----------- ----------- ----------- ----------- -----------
Other, net - - - - (256) (747) (1,003)
---------- ----------- ----------- ----------- ------------ ----------- -----------
Total additions (deductions) 336,996 (349,880) 150,090 499,782 (211,897) (1,003,028) (577,937)
---------- ----------- ----------- ----------- ----------- ----------- -----------
Deductions from net assets
attributed to:
Benefits paid to participants (15,553) (14,558) (40,954) (18,516) (21,411) (352,839) (463,831)
---------- ----------- ----------- ----------- ----------- ----------- -----------
Net increase (decrease) 321,443 (364,438) 109,136 481,266 (233,308) (1,355,867) (1,041,768)
---------- ----------- ----------- ----------- ----------- ----------- -----------
Net Assets Available
for Plan Benefits:
Beginning of year 827,947 1,442,808 2,384,557 2,831,408 2,972,380 8,696,022 19,155,122
---------- ----------- ----------- ----------- ----------- ----------- -----------
End of year $1,149,390 $ 1,078,370 $ 2,493,693 $ 3,312,674 $ 2,739,072 $ 7,340,155 $18,113,354
========== =========== =========== =========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of this financial statement.
<PAGE>
<TABLE>
<CAPTION>
-5-
CONNECTICUT NATURAL GAS CORPORATION
----------------------------------
EMPLOYEE SAVINGS PLAN
---------------------
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
-------------------------------------------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1993
-------------------------------------
Non-
Participant
Participant Directed Directed
----------------------------------------------------------------------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Putnam
Fiduciary The Putnam
Fixed Trust Company Putnam U.S. The George Fund for Common Common
Income Stable Value Government Putnam Fund Growth and Stock Stock
Fund Fund Income Trust of Boston Income Fund Fund Total
------------------------ ------------------------ ----------- ----------- ----------- ----------
Additions to net assets
attributed to:
Dividends and interest income $ - $ 102,066 $ 71,892 $ 171,272 $ 179,236 $ 145,056 $ 404,265 $ 1,073,787
----------- ---------- ----------- ----------- ----------- ----------- ----------- -----------
Realized gains
(losses), net - - (1,434) (1,161) 1,587 108,447 337,916 445,355
----------- ---------- ----------- ----------- ----------- ----------- ----------- -----------
Unrealized appreciation
(depreciation) of investments - - (31,912) (25,583) 37,148 160,130 456,800 596,583
----------- ---------- ----------- ----------- ----------- ----------- ----------- -----------
Contributions:
Employees - 192,987 74,513 189,661 316,561 136,268 - 909,990
Employer - - - - - - 490,017 490,017
----------- ---------- ----------- ----------- ----------- ----------- ----------- -----------
Total contributions - 192,987 74,513 189,661 316,561 136,268 490,017 1,400,007
----------- ---------- ----------- ----------- ----------- ----------- ----------- -----------
Transfers, net (6,897,892) 602,769 1,435,183 2,186,042 2,431,592 295,129 34,971 87,794
----------- ---------- ----------- ----------- ----------- ----------- ----------- -----------
Other, net 77,736 (1,169) (618) (6,721) (2,440) 14,953 40,590 122,331
----------- ---------- ----------- ----------- ----------- ----------- ----------- -----------
Total additions (deductions) (6,820,156) 896,653 1,547,624 2,513,510 2,963,684 859,983 1,764,559 3,725,857
----------- ---------- ----------- ----------- ----------- ----------- ----------- -----------
Deductions from net assets
attributed to:
Benefits paid to participants - (68,706) (104,816) (128,953) (132,276) (254,463) (443,619) (1,132,833)
----------- ---------- ----------- ----------- ----------- ----------- ----------- -----------
Net increase (decrease) (6,820,156) 827,947 1,442,808 2,384,557 2,831,408 605,520 1,320,940 2,593,024
----------- ---------- ----------- ----------- ----------- ----------- ----------- -----------
Net Assets Available
for Plan Benefits:
Beginning of year 6,820,156 - - - - 2,366,860 7,375,082 16,562,098
----------- ---------- ----------- ----------- ----------- ----------- ----------- -----------
End of year $ - $ 827,947 $ 1,442,808 $ 2,384,557 $ 2,831,408 $ 2,972,380 $ 8,696,022 $19,155,122
=========== ========== =========== =========== =========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of this financial statement.
<PAGE>
<TABLE>
<CAPTION>
-6-
CONNECTICUT NATURAL GAS CORPORATION
-----------------------------------
EMPLOYEE SAVINGS PLAN
---------------------
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
-------------------------------------------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1992
------------------------------------
<S> <C> <C> <C>
Fixed Common
Income Stock
Fund Fund Total
--------- -------- --------
Additions to net assets
attributed to:
Dividends $ - $ 478,460 $ 478,460
Interest 606,275 502 606,777
----------- ----------- -----------
Total investment income 606,275 478,962 1,085,237
----------- ----------- -----------
Realized gains, net - 88,960 88,960
----------- ----------- -----------
Unrealized appreciation
of investments - 2,215,808 2,215,808
----------- ----------- -----------
Contributions:
Employees 648,679 94,015 742,694
Employer - 439,736 439,736
----------- ----------- -----------
Total contributions 648,679 533,751 1,182,430
----------- ----------- -----------
Total additions 1,254,954 3,317,481 4,572,435
----------- ----------- -----------
Deductions from net
assets attributed to:
Benefits paid to participants (215,229) (165,391) (380,620)
----------- ----------- -----------
Net increase 1,039,725 3,152,090 4,191,815
Net Assets Available for
Plan Benefits:
Beginning of year 5,780,431 6,589,852 12,370,283
----------- ----------- -----------
End of year $ 6,820,156 $ 9,741,942 $16,562,098
=========== =========== ===========
</TABLE>
The accompanying notes are an integral part of this financial statement.
<PAGE>
-7-
CONNECTICUT NATURAL GAS CORPORATION
-----------------------------------
EMPLOYEE SAVINGS PLAN
---------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
1. Description of the Plan:
------------------------
The following description of the Connecticut Natural Gas Corporation
Employee Savings Plan (the Plan) is provided for general information
purposes only. More complete information regarding the Plan's
provisions may be found in the Plan document.
a. General -
-------
The Plan is a defined contribution thrift plan open to non-union
employees of Connecticut Natural Gas Corporation and subsidiaries
(the Company). The Plan was established by the Company under the
provisions of Section 401(a) of the Internal Revenue Code (IRC), and
it includes a qualified deferred arrangement as described in Section
401(k) of the IRC for the benefit of eligible employees of the
Company. The Plan is subject to the provisions of the Employee
Retirement Income Security Act of 1974 (ERISA). The Plan
Administrator is the Company. The Compensation Committee of the
Company's Board of Directors appointed an Administrative Committee
to serve as manager of the Plan.
b. Eligibility -
-----------
Employees are eligible to participate when the following criteria
are met:
(1) Are at least age 21.
(2) Are employed by the Company for one year or more.
(3) Have completed 1,000 hours or more of service in a 12-month
period beginning with date of hire.
(4) Are on the management payroll or are subject to the Salary
Administration Program.
The number of employees participating in the Plan as of December 31,
1994 and 1993 were 296 and 323, respectively.
c. Contributions -
-------------
Eligible employees may elect to participate in the Plan and
authorize payroll deductions of not less than 1% and not greater
than 20% of basic earnings as savings contributions to their<PAGE>
accounts during each year.
The Company will match a percentage of an employee's compensation
depending on age or years of continuous service. The amount of the
Company contribution will be determined according to the schedule
below. However, if an employee's elected savings allotment is less
than the percentage contained in the schedule, the Company will
match no more than the percentage contributed by the employee.<PAGE>
-8-
As of December 31, 1994, if an employee's:
<TABLE>
<S> <C> <C>
Years of Continuous
Service are Or Age is The Company Will Contribute
-------------------- -- ------ ---------------------------
30 50 6% of compensation
20 45 4-1/2% of compensation
10 35 3% of compensation
Less than l0 Under 35 2% of compensation
</TABLE>
d. Investment Options -
------------------
Plan participants direct their contributions among five investment
options in 5% increments, and they may elect to change their
investment options once during each calendar quarter. A description
of each investment option is provided below:
(1) PUTNAM FIDUCIARY TRUST COMPANY STABLE VALUE FUND - This fund
preserves principal and seeks to achieve relatively high current
income through a diversified portfolio of high-quality
investment contracts.
(2) PUTNAM U.S. GOVERNMENT INCOME TRUST - This mutual fund seeks
current income through a portfolio of securities backed by the
full faith and credit of the United States Government.
(3) THE GEORGE PUTNAM FUND OF BOSTON - This mutual fund seeks a
balance of capital growth and current income through a
diversified portfolio of common stocks and bonds.
(4) THE PUTNAM FUND FOR GROWTH AND INCOME - This mutual fund seeks
capital growth and current income through a portfolio of income-
producing common stocks.
(5) COMMON STOCK FUND - This fund seeks to provide current income
and capital appreciation through investment in the common stock
of the Company purchased at not more than fair market value.
All Company matching contributions are invested in the Common Stock
Fund.
In addition to transfers between the various funds noted above as a
result of investment elections made by Plan participants, transfers
are also made to or from the Union Employee Savings Plan for those
employees who transfer to (from) one of the Company's collective
bargaining units.
e. Vesting -
-------
Participants are fully vested in their contributions and the
earnings thereon. Participants are vested in the Company matching
contributions and the earnings thereon as follows:
<TABLE>
<S> <C>
Years of Continuous Service are Percentage Vested
------------------------------- -----------------
Less than 1 0%
1 but less than 2 20
2 but less than 3 40
3 but less than 4 60
4 but less than 5 80
5 or more 100
</TABLE>
Participants also become fully vested in their Company matching
contribution account if any one of the following occurs:
(1) Death
(2) Disability
(3) Attainment of age 65 (normal retirement date)
-9-
(4) Total or partial termination of the Plan
(5) Discontinuance of Company contributions to the Plan
Upon termination of employment before full vesting, the non-vested
Company match portion of a participant's common stock account shall
be forfeited after five years if the participant is not rehired and
applied as a credit against the employer's future contributions.
f. Benefits -
--------
Upon termination of employment due to retirement, disability, or
death, a participant (or his/her beneficiary) may elect to receive a
lump-sum distribution equal to the value of the participant's vested
interest in his/her account as soon as practicable following the
termination date or defer the distribution to some future date.
Participants may request the withdrawal of certain account balances
prior to termination of employment. Application for withdrawal of
after-tax contributions and employee IRA contributions may be made
once a year. There are no Plan penalties for such withdrawals.
Participant benefits under the Plan are excluded from insurance
coverage of the Pension Benefit Guaranty Corporation.
g. Participant Accounts -
--------------------
Individual accounts are maintained for each of the Plan's
participants to reflect the participant's share of the Plan's income
and the participant's and the Company's contributions. Allocations
of Plan income are based on the share balances in the participants'
accounts.
2. Transfer of Plan Assets to New Trustee:
--------------------------------------
In January 1993, the Trustee of the Plan was changed from Fleet Bank,
Connecticut (Fleet) to Putnam Fiduciary Trust Company (PFTC). All
assets held in trust by Fleet, consisting of common stock of the Company
and three Hartford Life Insurance Company immediate participation
guarantee contracts, together with associated cash and temporary
investments, were transferred to PFTC and placed in the Common Stock
Fund and the PFTC Stable Value Fund, respectively. The balances of the<PAGE>
immediate participation guarantee contracts and associated cash on
January 1, 1993 are reflected in the "Fixed Income Fund" column on the
accompanying statement of changes in net assets for the year ended
December 31, 1993. In April 1993, transfers of assets from the
participant directed portion of the Common Stock Fund and the PFTC
Stable Value Fund to the five investment funds described in Note 1 were
completed based upon investment elections made by the Plan's
participants.
3. Summary of Significant Accounting Policies:
------------------------------------------
a. Basis of Accounting -
-------------------
The accompanying financial statements are prepared on the accrual
basis of accounting.
b. Income Recognition -
------------------
Dividend income is recorded on the ex-dividend date. Interest
income is recorded as earned on the accrual basis.<PAGE>
-10-
c. Investment Valuation -
--------------------
The Plan's investments are reflected at current value. The shares
of the Common Stock Fund and the Putnam mutual funds owned by the
Plan, with the exception of the PFTC Stable Value Fund, are valued
at market as determined by the quoted market price as of the last
business day of the year. The latter fund is valued at cost plus
accumulated earnings. Purchases and sales of securities are
reflected on a trade date basis. Beginning in 1994, realized and
unrealized appreciation/depreciation presented in the statement of
changes in net assets available for benefits with fund information
are computed based on the current value of the Plan assets. Current
value represents the market value of the assets as of the beginning
of the year.
d. Administrative Expenses -
-----------------------
Administrative expenses of the Plan may be paid by either the
Company or the Plan. During 1994, 1993 and 1992 the Company paid
all administrative expenses relating to the Plan.
4. Federal Income Tax Status:
-------------------------
In 1994 the Plan was amended and restated to meet the requirements of
the Tax Reform Act of 1986, and the Plan received a favorable
determination letter from the Internal Revenue Service dated September
19, 1994. The Plan Administrator and management believe that during
1994, the Plan was designed and operated in compliance with the
applicable requirements of the IRC. Therefore, they believe that the
Plan was qualified and the related trust was tax-exempt through the year
ended December 31, 1994.
5. Investments:
-----------
Putnam Fiduciary Trust Company, trustee of the Plan, holds the Plan's
investments and executes transactions therein.
The fair market values of individual assets that represent 5% or more of
the Plan's net assets as of December 31, 1994 and 1993 are as follows:
<TABLE>
<S> <C>
1994:
Connecticut Natural Gas Corporation
common stock $10,021,908
The Putnam Fund for Growth and Income 3,277,169
The George Putnam Fund of Boston 2,475,895
Putnam Fiduciary Trust Company Stable
Value Fund 1,145,585
Putnam U.S. Government Income Trust 1,072,279
1993:
Connecticut Natural Gas Corporation
common stock $11,628,253
The Putnam Fund for Growth and Income 2,831,408
The George Putnam Fund of Boston 2,384,557
Putnam U.S. Government Income Trust 1,442,808
</TABLE>
6. Concentration of Credit Risk:
----------------------------
The Plan's assets are invested in the mutual funds managed by Putnam
Investments, Inc. described in Note 1 and the Company's common stock.
In the event of any uncertainties in the financial marketplace the
Plan may be exposed to financial risks.
<PAGE>
<TABLE>
<CAPTION>
-11-
Schedule I
EIN 06-0383860
PIN 007
CONNECTICUT NATURAL GAS CORPORATION
-----------------------------------
EMPLOYEE SAVINGS PLAN
---------------------
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
----------------------------------------------------------
AS OF DECEMBER 31, 1994
------------------------
<S> <C> <C> <C>
Description of Investment
Including Maturity Date, Rate
Identity of Issue, Borrower, Lessor, or of Interest, Collateral, Par Current
Similar Party or Maturity Value Cost Value
--------------------------------------- ----------------------------- --------- ----------
*Putnam Fiduciary Trust Company Stable Value Fund comprised of
Fund investment contracts $ 1,145,585 $ 1,145,585
----------- -----------
*Putnam U.S. Government Income Trust Mutual fund comprised of U.S.
Government securities 1,194,394 1,072,279
----------- -----------
*The George Putnam Fund of Boston Mutual fund comprised of
common stocks and bonds 2,665,078 2,475,895
----------- -----------
*The Putnam Fund for Growth and Income Mutual fund comprised of
common stocks 3,447,836 3,277,169
----------- -----------
*Connecticut Natural Gas Corporation Participant directed -
Common stock 2,240,115 2,728,961
Temporary investments 41,429 41,429
----------- -----------
2,281,544 2,770,390
----------- -----------
Non-participant directed -
Common stock 5,986,905 7,292,947
Temporary investments 111,765 111,765
----------- -----------
6,098,670 7,404,712
----------- ----------- <PAGE>
Total Common Stock Fund 8,380,214 10,175,102
----------- -----------
Total Investments $16,833,107 $18,146,030
=========== ===========
<FN>
* Represents a party-in-interest for the year ended December 31, 1994.
</TABLE>
The accompanying notes are an integral part of this schedule.
<PAGE>
<TABLE>
<CAPTION>
-12-
SCHEDULE II
EIN 06-0383860
PIN 007
CONNECTICUT NATURAL GAS CORPORATION
EMPLOYEE SAVINGS PLAN
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1994
<S> <S> c> <C> <C> <C> <C> <C>
Purchases Sales
----------------------- ------------------------------------------
Identity of Description Number of Purchase Number of Selling Cost of Net Gain
Party Involved of Asset Transactions Price Transactions Price Asset or (Loss)
-------------- -------- ------------ --------- ------------ --------- --------- --------
Putnam Fiduciary Trust Fund comprised of
Company Stable Value investment contracts
Fund 46 $ 497,044 15 $179,405 $179,405 $ -
Putnam U.S. Government Mutual fund comprised
Income Trust of U.S. Government
securities 29 188,171 29 436,425 467,802 (31,377)
The George Putnam Mutual fund comprised
Fund of Boston of common stocks and
bonds 27 470,598 22 208,190 214,338 (6,148)
The Putnam Fund for Mutual fund comprised
Growth and Income of common stocks 37 753,445 20 97,961 98,074 (113)
Connecticut Natural
Gas Corporation Common stock 27 1,436,305 45 499,601 386,598 113,003
<FN>
Note: For the purpose of this schedule, a reportable transaction is
defined as a transaction or a series of transactions of the
same issue or with the same person which involves an amount in
excess of 5% of the current value of plan assets at the
beginning of the plan year.
</TABLE>
The accompanying notes are an integral part of this schedule.
<PAGE>
CONNECTICUT NATURAL GAS CORPORATION
-----------------------------------
UNION EMPLOYEE SAVINGS PLAN
---------------------------
FINANCIAL STATEMENTS AND SCHEDULES
----------------------------------
AS OF DECEMBER 31, 1994, 1993 AND 1992
--------------------------------------
TOGETHER WITH
--------------
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
----------------------------------------
<PAGE>
<PAGE>
CONNECTICUT NATURAL GAS CORPORATION
-----------------------------------
UNION EMPLOYEE SAVINGS PLAN
---------------------------
INDEX
-----
PAGE
----
Report of Independent Public Accountants 1
Financial Statements:
Statement of Net Assets Available for Benefits
with Fund Information as of December 31, 1994 2
Statement of Net Assets Available for Benefits
with Fund Information as of December 31, 1993 3
Statement of Changes in Net Assets Available for Benefits
with Fund Information for the Year Ended December 31, 1994 4
Statement of Changes in Net Assets Available for Benefits
with Fund Information for the Year Ended December 31, 1993 5
Statement of Changes in Net Assets Available for Benefits
with Fund Information for the Year Ended December 31, 1992 6
Notes to Financial Statements 7
Schedules:
Schedule I - Item 27a - Schedule of Assets Held for Investment
Purposes as of December 31, 1994 11
Schedule II - Item 27d - Schedule of Reportable Transactions for
the Year Ended December 31, 1994 12
<PAGE>
ARTHUR ANDERSEN LLP
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
----------------------------------------
To the Plan Administrator of Connecticut Natural
Gas Corporation Union Employee Savings Plan:
We have audited the accompanying statements of net assets available for
benefits with fund information of Connecticut Natural Gas Corporation Union
Employee Savings Plan (the Plan) as of December 31, 1994 and 1993, and the
related statements of changes in net assets available for benefits with
fund information for each of the three years in the period ended December
31, 1994. These financial statements are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the net assets available for benefits with fund
information of the Plan as of December 31, 1994 and 1993, and the changes
in its net assets available for benefits with fund information for each of
the three years in the period ended December 31, 1994, in conformity with
generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of
assets held for investment purposes and reportable transactions are
presented for purposes of additional analysis and are not a required part
of the basic financial statements but are supplementary information
required by the Department of Labor Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974. The
supplemental schedules have been subjected to the auditing procedures
applied in the audits of the basic financial statements for the year ended
December 31, 1994 and, in our opinion, are fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
By Arthur Andersen LLP
------------------------
Arthur Andersen LLP
Hartford, Connecticut
May 31, 1995
<PAGE>
<TABLE>
<CAPTION>
-2-
CONNECTICUT NATURAL GAS CORPORATION
-----------------------------------
UNION EMPLOYEE SAVINGS PLAN
----------------------------
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
--------------------------------------------------------------------
AS OF DECEMBER 31, 1994
------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Non-
Participant
Participant Directed Directed
------------------------------------------------------- -----------
The Putnam
Putnam Fiduciary Putnam U.S. The George Fund for Common Common
Trust Company Government Putnam Fund Growth and Stock Stock
Stable Value Fund Income Trust of Boston Income Fund Fund Total
---------------- ------------- ------------ ---------- ---------- ---------- --------
Assets
------
Investments, at
current value $ 366,367 $ 590,698 $ 866,287 $ 1,450,673 $ 2,835,020 $ 4,769,932 $10,878,977
--------- --------- --------- ----------- ----------- ----------- -----------
Cash and temporary
investments - - - - 42,417 73,744 116,161
--------- --------- --------- ----------- ----------- ----------- -----------
Accounts receivable:
Connecticut
Natural Gas Corp. 2,179 6,411 13,223 26,114 32,880 45,139 125,946
Other - - - - 2,405 4,313 6,718
--------- --------- --------- ----------- ----------- ----------- -----------
2,179 6,411 13,223 26,114 35,285 49,452 132,664
--------- --------- --------- ----------- ----------- ----------- -----------
Total Assets 368,546 597,109 879,510 1,476,787 2,912,722 4,893,128 11,127,802
--------- --------- --------- ----------- ----------- ----------- -----------
Liabilities
-----------
Accounts payable to
broker - - - - (41,874) (72,754) (114,628)
--------- --------- --------- ----------- ----------- ----------- ----------- <PAGE>
Net Assets
Available for
Plan Benefits $ 368,546 $ 597,109 $ 879,510 $ 1,476,787 $ 2,870,848 $ 4,820,374 $11,013,174
========= ========= ========= =========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of this financial statement.
<PAGE>
<TABLE>
<CAPTION>
-3-
CONNECTICUT NATURAL GAS CORPORATION
-----------------------------------
UNION EMPLOYEE SAVINGS PLAN
---------------------------
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
--------------------------------------------------------------------
AS OF DECEMBER 31, 1993
------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Non-
Participant
Participant Directed Directed
------------------------------------------------------- -----------
The Putnam
Putnam Fiduciary Putnam U.S. The George Fund for Common Common
Trust Company Government Putnam Fund Growth and Stock Stock
Stable Value Fund Income Trust of Boston Income Fund Fund Total
----------------- ------------- ------------ ---------- ---------- ---------- --------
Assets
------
Investments, at
current value $ 417,354 $ 546,179 $ 852,172 $ 1,337,133 $ 2,970,517 $ 5,413,417 $11,536,772
Cash and temporary
investments 2,610 - - - 66,023 109,211 177,844
--------- ----------- ----------- ----------- ----------- ----------- -----------
Total Assets 419,964 546,179 852,172 1,337,133 3,036,540 5,522,628 11,714,616
--------- ----------- ----------- ----------- ----------- ----------- -----------
Liabilities
-----------
Accounts payable to
broker - - - - (41,941) (74,990) (116,931)
--------- ----------- ----------- ----------- ----------- ----------- -----------
Net Assets
Available for
Plan Benefits $ 419,964 $ 546,179 $ 852,172 $ 1,337,133 $ 2,994,599 $ 5,447,638 $11,597,685
========= =========== =========== =========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of this financial statement.
<PAGE>
<TABLE>
<CAPTION>
-4-
CONNECTICUT NATURAL GAS CORPORATION
----------------------------------
UNION EMPLOYEE SAVINGS PLAN
----------------------------
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
-------------------------------------------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1994
-------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Non-
Participant
Participant Directed Directed
-------------------------------------------------------------------- -----------
Putnam
Fiduciary The Putnam
Trust Company Putnam U.S. The George Fund for Common Common
Stable Value Government Putnam Fund Growth and Stock Stock
Fund Income Trust of Boston Income Fund Fund Total
------------- -------------------------- ----------- ---------- ---------- ----------
Additions to net assets
attributed to:
Dividends and interest income $ 19,904 $ 40,245 $ 58,454 $ 93,053 $ 156,918 $ 275,285 $ 643,859
---------- ----------- ----------- ----------- ----------- ----------- -----------
Realized gains
(losses), net - (3,469) (5,990) (7,757) (22,229) (40,438) (79,883)
---------- ----------- ----------- ----------- ----------- ----------- -----------
Unrealized appreciation
(depreciation) of investments - (50,335) (55,309) (91,158) (643,594) (1,174,926) (2,015,322)
---------- ----------- ----------- ----------- ----------- ----------- -----------
Contributions:
Employees 23,171 64,489 137,584 264,162 330,277 - 819,683
Employer - - - - - 457,407 457,407
---------- ----------- ----------- ----------- ----------- ----------- -----------
Total contributions 23,171 64,489 137,584 264,162 330,277 457,407 1,277,090
---------- ----------- ----------- ----------- ----------- ----------- -----------
Transfers, net (61,188) 30,764 (50,089) (53,927) 152,684 23,900 42,144
---------- ----------- ----------- ----------- ----------- ----------- -----------
Other, net - - - - (355) (644) (999)
---------- ----------- ----------- ----------- ------------ ----------- -----------
Total additions (deductions) (18,113) 81,694 84,650 204,373 (26,299) (459,416) (133,111)
---------- ----------- ----------- ----------- ----------- ----------- -----------
Deductions from net assets
attributed to:
Benefits paid to participants (33,305) (30,764) (57,312) (64,719) (97,452) (167,848) (451,400)
---------- ----------- ----------- ----------- ----------- ----------- -----------
Net increase (decrease) (51,418) 50,930 27,338 139,654 (123,751) (627,264) (584,511)
---------- ----------- ----------- ----------- ----------- ----------- -----------
Net Assets Available
for Plan Benefits:
Beginning of year 419,964 546,179 852,172 1,337,133 2,994,599 5,447,638 11,597,685
---------- ----------- ----------- ----------- ----------- ----------- -----------
End of year $368,546 $ 597,109 $ 879,510 $ 1,476,787 $ 2,870,848 $ 4,820,374 $11,013,174
========== =========== =========== =========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of this financial statement.
<PAGE>
<TABLE>
<CAPTION>
-5-
CONNECTICUT NATURAL GAS CORPORATION
----------------------------------
UNION EMPLOYEE SAVINGS PLAN
---------------------------
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
-------------------------------------------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1993
-------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Non-
Participant
Participant Directed Directed
------------------------------------------------------------------------ -----------
Putnam
Fiduciary The Putnam
Fixed Trust Company Putnam U.S. The George Fund for Common Common
Income Stable Value Government Putnam Fund Growth and Stock Stock
Fund Fund Income Trust of Boston Income Fund Fund Total
----------- ------------ ------------ ----------- ---------- ----------- ----------- ----------
Additions to net assets
attributed to:
Dividends and interest income $ - $ 61,460 $ 26,326 $ 59,676 $ 84,046 $ 116,028 $ 249,884 $ 597,420
----------- --------- -------- -------- ---------- ---------- ---------- -----------
Realized gains
(losses), net - - (64) 1,084 1,496 35,162 134,003 171,681
----------- --------- -------- -------- ---------- ---------- ---------- -----------
Unrealized appreciation
(depreciation) of investments - - (12,233) (9,578) 17,435 155,563 354,945 506,132
----------- --------- -------- -------- ---------- ---------- ---------- -----------
Contributions:
Employees - 141,990 47,453 100,529 182,566 273,008 - 745,546
Employer - - - - - - 422,600 422,600
----------- --------- -------- -------- ---------- ---------- ---------- -----------
Total contributions - 141,990 47,453 100,529 182,566 273,008 422,600 1,168,146
----------- --------- -------- -------- ---------- ---------- ---------- -----------
Transfers, net (4,061,984) 450,763 500,294 701,962 1,065,209 1,290,933 (34,971) (87,794)
----------- --------- -------- -------- ---------- ---------- ---------- -----------
Other, net 28,836 - - - - (19,477) (41,712) (32,353)
----------- --------- -------- -------- ---------- ---------- ---------- -----------
Total additions (deductions) (4,033,148) 654,213 561,776 853,673 1,350,752 1,851,217 1,084,749 2,323,232
----------- --------- -------- -------- ---------- ---------- ---------- -----------
Deductions from net assets
attributed to:
Benefits paid to participants - (234,249) (15,597) (1,501) (13,619) (65,036) (208,488) (538,490)
----------- --------- -------- -------- ---------- ---------- ---------- -----------
Net increase (decrease) (4,033,148) 419,964 546,179 852,172 1,337,133 1,786,181 876,261 1,784,742
----------- --------- -------- -------- ---------- ---------- ---------- -----------
Net Assets Available
for Plan Benefits:
Beginning of year 4,033,148 - - - - 1,208,418 4,571,377 9,812,943
----------- --------- -------- -------- ---------- ---------- ---------- -----------
End of year $ - $ 419,964 $546,179 $852,172 $1,337,133 $2,994,599 $5,447,638 $11,597,685
=========== ========= ======== ======== ========== ========== ========== ===========
</TABLE>
The accompanying notes are an integral part of this financial statement.
<PAGE>
<TABLE>
<CAPTION>
-6-
CONNECTICUT NATURAL GAS CORPORATION
-----------------------------------
UNION EMPLOYEE SAVINGS PLAN
---------------------------
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
-------------------------------------------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1992
------------------------------------
<S> <C> <C> <C>
Fixed Common
Income Stock
Fund Fund Total
--------- -------- --------
Additions to net assets
attributed to:
Dividends $ - $ 277,566 $ 277,566
Interest 330,412 (533) 329,879
----------- ----------- -----------
Total investment income 330,412 277,033 607,445
----------- ----------- -----------
Realized gains, net - 29,373 29,373
----------- ----------- -----------
Unrealized appreciation
of investments - 1,364,840 1,364,840
----------- ----------- -----------
Contributions:
Employees 479,871 128,149 608,020
Employer - 416,686 416,686
----------- ----------- -----------
Total contributions 479,871 544,835 1,024,706
----------- ----------- -----------
Total additions 810,283 2,216,081 3,026,364
----------- ----------- -----------
Deductions from net
assets attributed to:
Benefits paid to participants (188,338) (133,285) (321,623)
----------- ----------- -----------
Net increase 621,945 2,082,796 2,704,741
Net Assets Available for
Plan Benefits:
Beginning of year 3,411,203 3,696,999 7,108,202
----------- ----------- -----------
End of year $ 4,033,148 $ 5,779,795 $ 9,812,943
=========== =========== ===========
</TABLE>
The accompanying notes are an integral part of this financial statement.
<PAGE>
-7-
CONNECTICUT NATURAL GAS CORPORATION
-----------------------------------
UNION EMPLOYEE SAVINGS PLAN
---------------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
1. Description of the Plan:
------------------------
The following description of the Connecticut Natural Gas Corporation
Union Employee Savings Plan (the Plan) is provided for general
information purposes only. More complete information regarding the
Plan's provisions may be found in the Plan document.
a. General -
-------
The Plan is a defined contribution thrift plan open to union
employees of Connecticut Natural Gas Corporation and subsidiaries
(the Company). The Plan was established by the Company under the
provisions of Section 401(a) of the Internal Revenue Code (IRC), and
it includes a qualified deferred arrangement as described in Section
401(k) of the IRC for the benefit of eligible employees of the
Company. The Plan is subject to the provisions of the Employee
Retirement Income Security Act of 1974 (ERISA). The Plan
Administrator is the Company. The Compensation Committee of the
Company's Board of Directors appointed an Administrative Committee
to serve as manager of the Plan.
b. Eligibility -
-----------
Employees are eligible to participate when the following criteria
are met:
(1) Are at least age 21.
(2) Are employed by the Company for one year or more.
(3) Have completed 1,000 hours or more of service in a 12-month
period beginning with date of hire.
(4) Are members of a Hartford or Greenwich Union Collective
Bargaining Unit.
There were 373 employees participating in the Plan as of December
31, 1994 and 1993.
c. Contributions -
-------------
Eligible employees may elect to participate in the Plan and
authorize payroll deductions of not less than 1% and not greater<PAGE>
than 20% of basic earnings as savings contributions to their
accounts during each year.
The Company will match a percentage of an employee's compensation
depending on age or years of continuous service. The amount of the
Company contribution will be determined according to the schedule
below. However, if an employee's elected savings allotment is less
than the percentage contained in the schedule, the Company will
match no more than the percentage contributed by the employee.<PAGE>
-8-
As of December 31, 1994, if an employee's:
<TABLE>
<S> <C> <C>
Years of Continuous
Service are Or Age is The Company Will Contribute
-------------------- -- ------ ---------------------------
30 50 6% of compensation
20 45 4-1/2% of compensation
10 35 3% of compensation
Less than l0 Under 35 2% of compensation
</TABLE>
d. Investment Options -
------------------
Plan participants direct their contributions among five investment
options in 5% increments, and they may elect to change their
investment options once during each calendar quarter. A description
of each investment option is provided below:
(1) PUTNAM FIDUCIARY TRUST COMPANY STABLE VALUE FUND - This fund
preserves principal and seeks to achieve relatively high current
income through a diversified portfolio of high-quality
investment contracts.
(2) PUTNAM U.S. GOVERNMENT INCOME TRUST - This mutual fund seeks
current income through a portfolio of securities backed by the
full faith and credit of the United States Government.
(3) THE GEORGE PUTNAM FUND OF BOSTON - This mutual fund seeks a
balance of capital growth and current income through a
diversified portfolio of common stocks and bonds.
(4) THE PUTNAM FUND FOR GROWTH AND INCOME - This mutual fund seeks
capital growth and current income through a portfolio of income-
producing common stocks.
(5) COMMON STOCK FUND - This fund seeks to provide current income
and capital appreciation through investment in the common stock
of the Company purchased at not more than fair market value.
All Company matching contributions are invested in the Common Stock
Fund.
In addition to transfers between the various funds noted above as a
result of investment elections made by Plan participants, transfers
are also made to or from the Employee Savings Plan for those
employees who transfer to (from) the Company's non-union payroll.
e. Vesting -
-------
Participants are fully vested in their contributions and the
earnings thereon. Participants are vested in the Company matching
contributions and the earnings thereon as follows:
<TABLE>
<S> <C>
Years of Continuous Service are Percentage Vested
------------------------------- -----------------
Less than 1 0%
1 but less than 2 20
2 but less than 3 40
3 but less than 4 60
4 but less than 5 80
5 or more 100
</TABLE>
Participants also become fully vested in their Company matching
contribution account if any one of the following occurs:
(1) Death
(2) Disability
(3) Attainment of age 65 (normal retirement date)
-9-
(4) Total or partial termination of the Plan
(5) Discontinuance of Company contributions to the Plan
Upon termination of employment before full vesting, the non-vested
Company match portion of a participant's common stock account shall
be forfeited after five years if the participant is not rehired and
applied as a credit against the employer's future contributions.
f. Benefits -
--------
Upon termination of employment due to retirement, disability, or
death, a participant (or his/her beneficiary) may elect to receive a
lump-sum distribution equal to the value of the participant's vested
interest in his/her account as soon as practicable following the
termination date or defer the distribution to some future date.
Participants may request the withdrawal of certain account balances
prior to termination of employment. Application for withdrawal of
after-tax contributions and employee IRA contributions may be made
once a year. There are no Plan penalties for such withdrawals.
Participant benefits under the Plan are excluded from insurance
coverage of the Pension Benefit Guaranty Corporation.
g. Participant Accounts -
--------------------
Individual accounts are maintained for each of the Plan's
participants to reflect the participant's share of the Plan's income
and the participant's and the Company's contributions. Allocations
of Plan income are based on the share balances in the participants'
accounts.
2. Transfer of Plan Assets to New Trustee:
--------------------------------------
In January 1993, the Trustee of the Plan was changed from Fleet Bank,
Connecticut (Fleet) to Putnam Fiduciary Trust Company (PFTC). All
assets held in trust by Fleet, consisting of common stock of the Company
and a Hartford Life Insurance Company immediate participation guarantee
contract, together with associated cash and temporary investments, were
transferred to PFTC and placed in the Common Stock Fund and the PFTC
Stable Value Fund, respectively. The balance of the immediate
participation guarantee contract and associated cash on January 1, 1993<PAGE>
is reflected in the "Fixed Income Fund" column on the accompanying
statement of changes in net assets for the year ended December 31, 1993.
In April 1993, transfers of assets from the participant directed portion
of the Common Stock Fund and the PFTC Stable Value Fund to the five
investment funds described in Note 1 were completed based upon
investment elections made by the Plan's participants.
3. Summary of Significant Accounting Policies:
------------------------------------------
a. Basis of Accounting -
-------------------
The accompanying financial statements are prepared on the accrual
basis of accounting.
b. Income Recognition -
------------------
Dividend income is recorded on the ex-dividend date. Interest
income is recorded as earned on the accrual basis.
c. Investment Valuation -
--------------------
The Plan's investments are reflected at current value. The shares
-10-
of the Common Stock Fund and the Putnam mutual funds owned by the
Plan, with the exception of the PFTC Stable Value Fund, are valued
at market as determined by the quoted market price as of the last
business day of the year. The latter fund is valued at cost plus
accumulated earnings. Purchases and sales of securities are
reflected on a trade date basis. Beginning in 1994, realized and
unrealized appreciation/depreciation presented in the statement of
changes in net assets available for benefits with fund information
are computed based on the current value of the Plan assets. Current
value represents the market value of the assets as of the beginning
of the year.
d. Administrative Expenses -
-----------------------
Administrative expenses of the Plan may be paid by either the
Company or the Plan. During 1994, 1993 and 1992 the Company paid
all administrative expenses relating to the Plan.
4. Federal Income Tax Status:
-------------------------
In 1994 the Plan was amended and restated to meet the requirements of
the Tax Reform Act of 1986, and the Plan received a favorable
determination letter from the Internal Revenue Service dated October 24,
1994. The Plan Administrator and management believe that during 1994,
the Plan was designed and operated in compliance with the applicable
requirements of the IRC. Therefore, they believe that the Plan was
qualified and the related trust was tax-exempt through the year ended
December 31, 1994.
5. Investments:<PAGE>
-----------
Putnam Fiduciary Trust Company, trustee of the Plan, holds the Plan's
investments and executes transactions therein.
The fair market values of individual assets that represent 5% or more of
the Plan's net assets as of December 31, 1994 and 1993 are as follows:
<TABLE>
<CAPTION>
<S> <C>
1994:
Connecticut Natural Gas Corporation
common stock $7,604,952
The Putnam Fund for Growth and Income 1,450,673
The George Putnam Fund of Boston 866,287
Putnam U.S. Government Income Trust 590,698
1993:
Connecticut Natural Gas Corporation
common stock $8,383,934
The Putnam Fund for Growth and Income 1,337,133
The George Putnam Fund of Boston 852,172
</TABLE>
6. Concentration of Credit Risk:
----------------------------
The Plan's assets are invested in the mutual funds managed by Putnam
Investments, Inc. described in Note 1 and the Company's common stock.
In the event of any uncertainties in the financial marketplace the
Plan may be exposed to financial risks.
<PAGE>
<TABLE>
<CAPTION>
-11-
Schedule I
EIN 06-0383860
PIN 006
CONNECTICUT NATURAL GAS CORPORATION
-----------------------------------
UNION EMPLOYEE SAVINGS PLAN
---------------------------
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
----------------------------------------------------------
AS OF DECEMBER 31, 1994
------------------------
<S> <C> <C> <C>
Description of Investment
Including Maturity Date, Rate
Identity of Issue, Borrower, Lessor, or of Interest, Collateral, Par Current
Similar Party or Maturity Value Cost Value
--------------------------------------- ----------------------------- --------- ----------
*Putnam Fiduciary Trust Company Stable Value Fund comprised of investment
Fund contracts $ 366,367 $ 366,367
----------- -----------
*Putnam U.S. Government Income Trust Mutual fund comprised of U.S.
Government securities 651,739 590,698
----------- -----------
*The George Putnam Fund of Boston Mutual fund comprised of
common stocks and bonds 929,720 866,287
----------- -----------
*The Putnam Fund for Growth and Income Mutual fund comprised of
common stocks 1,526,021 1,450,673
----------- -----------
*Connecticut Natural Gas Corporation Participant directed -
Common stock 2,608,486 2,835,020
Temporary investments 42,417 42,417
----------- -----------
2,650,903 2,877,437
----------- -----------
Non-participant directed -
Common stock 4,387,821 4,769,932
Temporary investments 73,744 73,744
----------- -----------
4,461,565 4,843,676
----------- ----------- <PAGE>
Total Common Stock Fund 7,112,468 7,721,113
----------- -----------
Total Investments $10,586,315 $10,995,138
<FN>
=========== ===========
* Represents a party-in-interest for the year ended December 31, 1994.
</TABLE>
The accompanying notes are an integral part of this schedule.
<PAGE>
<TABLE>
<CAPTION>
-12-
Schedule II
EIN 06-0383860
PIN 006
CONNECTICUT NATURAL GAS CORPORATION
UNION EMPLOYEE SAVINGS PLAN
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1994
<S> <C> <C> <C> <C> <C> <C> <C>
Purchases Sales
----------------------- ------------------------------------------
Identity of Description Number of Purchase Number of Selling Cost of Net Gain
Party Involved of Asset Transactions Price Transactions Price Asset or (Loss)
-------------- -------- ------------ --------- ------------ --------- --------- --------
Putnam Fiduciary Trust Fund comprised of
Company Stable Value investment contracts
Fund 38 $ 97,210 15 $150,807 $150,807 $ -
Putnam U.S. Government Mutual fund comprised
Income Trust of U.S. Government
securities 35 141,759 14 43,439 47,768 (4,329)
The George Putnam Mutual fund comprised
Fund of Boston of common stocks and
bonds 23 205,766 23 130,354 136,855 (6,501)
The Putnam Fund for Mutual fund comprised
Growth and Income of common stocks 29 388,585 27 176,137 180,956 (4,819)
Connecticut Natural
Gas Corporation Common stock 29 1,346,560 33 294,942 262,435 32,507
<FN>
Note: For the purpose of this schedule, a reportable transaction is
defined as a transaction or a series of transactions of the
same issue or with the same person which involves an amount in
excess of 5% of the current value of plan assets at the
beginning of the plan year.
</TABLE>
The accompanying notes are an integral part of this schedule.
<PAGE>
