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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K
(Mark One)
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (FEE REQUIRED)
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For the fiscal year ended September 30, 1996
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OR,
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
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For the transition period from to
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Commission file number 1-7727
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Connecticut Natural Gas Corporation
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(Exact name of registrant as specified in its charter)
Connecticut 06-0383860
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
100 Columbus Blvd.
P.O. Box 1500
Hartford, Connecticut 06144-1500
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (203) 727-3459
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Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange on
Title of Each Class Which Registered
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Common Stock - $3.125 Par Value New York Stock Exchange
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Securities registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. x
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Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes x No
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State the aggregate market value of the voting stock held by nonaffiliates
of the registrant. (The aggregate market value shall be computed by
reference to the price at which the stock was sold, or the average bid and
asked prices of such stock, as of a specified date within 60 days prior to
the date of filing.)
The aggregate market value of the voting stock held by nonaffiliates
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of the Registrant on November 1, 1996 was $242,761,466.
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Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date (applicable only
to corporate registrants).
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Number of shares of Common Stock outstanding as of the close of business
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on December 16, 1996 was 10,634,496.
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DOCUMENTS INCORPORATED BY REFERENCE
<PAGE>
List hereunder the following documents if incorporated by reference and the
Part of the Form 10-K into which the document is incorporated: (1) Any
annual report to security holders; (2) Any proxy or information statement;
and (3) Any prospectus filed pursuant to rule 424(b) or (c) under the
Securities Act of 1933. The listed documents should be clearly described
for identification purposes.
Prospectus/Proxy for the Company's February 1997 Annual
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Meeting (Part III)
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<PAGE>
PART I
ITEM 1. BUSINESS
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General
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Connecticut Natural Gas Corporation (the Company) is an energy provider
headquartered in Hartford, Connecticut. The Company is a Connecticut
corporation organized in 1848. At September 30, 1996, the Company
employed 614 people. The principal business in which the Company has been
engaged is the distribution, transportation and sale of natural gas in
Hartford and 20 other cities and towns in central Connecticut and in
Greenwich, Connecticut, fully subject to extensive regulation. Many
aspects of this traditional business have changed or are expected to
change as deregulation of the industry occurs. Latter sections of this
document address these changes (See, for example, the sections entitled
"Regulatory Matters" and "Competition."). The Company also provides
unregulated energy-related products and services, primarily district
heating and cooling. The Company's common stock is traded on the New York
Stock Exchange, under the symbol CTG. Previously issued preferred stock
is traded on the over-the-counter market.
Consolidated gas operating revenues were $292,852,000 for the fiscal year
ended September 30, 1996 and were derived approximately 52% from
residential customers, 22% from commercial firm customers, 2% from
industrial firm customers, 12% from interruptible customers, 11% from off-
system sales and 1% from the aggregate of transportation of customer-owned
gas and other gas-related revenues. There were $2,492,000 of revenues
from sales to affiliated companies. The gas distribution business
contributed 92% of consolidated revenues over the three fiscal years
ending 1996. During the fiscal year ended September 30, 1996, the peak-
day sendout of gas was 254,251,000 cubic feet which occurred on February
13, 1996.
Segment information for all relevant periods is included in the Notes to
the Financial Statements filed in Part II, Item 8 of this report.
Proposed Holding Company
------------------------
In November 1996, the Company announced its intention to reorganize under
a holding company structure. Under the proposed restructuring, CTG
Resources, Inc. would become the holding company for the regulated and
unregulated businesses. Management believes that the proposed
restructuring offers the best means of providing the Company with the
increased flexibility which will be required to compete in the rapidly
deregulated energy marketplace. Management intends to effect the
restructuring in 1997, after receiving appropriate shareholder and DPUC
approvals. Details of the proposed restructuring can be obtained from the
CTG Resources, Inc. Prospectus/Proxy filed with the Securities and
Exchange Commission under Form S-4 on November 15, 1996 (Commission File
No. 333-16297).
Seasonality
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The Company's operations are seasonal. Most of the Company's gas revenues
and related operating expenses occur during the winter heating season,
October to April. Natural gas usage in the Company's service area is
greater for heating purposes in winter and less for cooling in summer.
Natural gas usage for nonheating purposes remains steady throughout the
year. Accordingly, earnings are highest during the first and second
quarters of the fiscal year, which begins October 1, and the third and
fourth quarters frequently show a net loss. The impact of seasonality on
cash flows is discussed in Item 7. Management's Discussion and Analysis
of Financial Condition and Results of Operations.
<PAGE>
The Company's unregulated district heating and cooling businesses
experience peak loads during the winter heating and summer cooling
seasons. The Company's other unregulated energy products and services
businesses are not subject to significant seasonal influences.
Regulatory Jurisdiction
-----------------------
The Company's gas distribution business is subject to regulation by the
Connecticut Department of Public Utility Control (DPUC) as to franchises,
rates, standards of service, issuance of securities, safety practices and
certain other matters. Retail sales of gas by the Company and deliveries
of gas owned by others are made pursuant to rate schedules and contracts
filed with and subject to DPUC approval. In general, the firm rate
schedules provide for reductions in the unit price of gas as greater
quantities are used. The rate schedules contain purchased gas adjustment
provisions as described in Note 1 to the Financial Statements (included in
Part II, Item 8 herein).
Under Connecticut law, the Company's subsidiaries are not public service
companies, and hence they are not subject to regulation by the DPUC.
However, significant intercompany transactions between the Company and
subsidiaries are subject to review and/or approval by the DPUC.
The regulation of interstate sales of natural gas is under the
jurisdiction of the Federal Energy Regulatory Commission (FERC). The
Company is subject to the direct jurisdiction of the FERC for any off-
system sales the Company makes in interstate commerce. The FERC regulates
the Company's pipeline gas suppliers and transporters, and the Company
closely follows and participates in numerous proceedings before FERC.
Through a nonregulated subsidiary, TEN Transmission Company (TEN
Transmission), the Company is a 4.87% equity partner in the Iroquois Gas
Transmission System Limited Partnership (Iroquois) which is subject to
regulation by FERC.
Gas Supply
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The Company's current gas supply contract portfolio reflects the results
of a continuing supply diversification strategy. The purpose of such a
strategy is to hold a secure, flexible, best cost gas supply portfolio,
which allows the Company to respond quickly and appropriately as customer
needs change.
The Company purchases natural gas on a long-term and seasonal basis from
producers and, when economics dictate, on a short-term basis in the spot
market. Pipeline services purchased include firm and interruptible
transportation service. Gas storage service in the northeast and in the
southeast production area is purchased from both pipelines and storage
contractors.
The Company's principal and most economical source of gas is pipeline-
delivered natural gas. The Company also utilizes liquefied natural gas
(LNG) and, to a much lesser extent, propane mixed with air (LP-Air). LNG
is usually more expensive than natural gas, and LP-Air is virtually always
more expensive than natural gas. Therefore, they are used primarily
during the winter months for peak shaving when the demand for gas is
greatest and exceeds deliverable supplies of natural gas through the
pipelines.
The Company currently holds pipeline transportation contracts with
Algonquin Gas Transmission Company (AGT), CNG Transmission Corporation
(CNGT), Iroquois Gas Transmission System (IGTS), National Fuel Gas Supply
Corporation (NFGS), Tennessee Gas Pipeline Company (TGP), Texas Eastern
Gas Transmission Corporation (TETCO), and Transcontinental Gas Pipeline
Corporation (TRANSCO). Supply contracts signed directly with upstream
producers back these transportation contracts.
<PAGE>
The Company has contracted for storage service under which gas available
during the warmer months of the year is stored underground, out of state,
for use during the colder winter months of the year and for balancing
throughout the year.
The gas supply which feeds into the Company's firm transportation rights
on the interstate pipelines has been contracted for directly with
producers of natural gas (Direct Producer Contracts). The Direct Producer
Contracts are diverse in terms of expiration date, supply location, price,
flexibility, etc. as part of the Company's gas supply diversification
strategy.
The Company continues to be very active in the area of purchasing gas
directly from producers both in the spot market and under long-term
arrangements. Currently, the Company purchases all of its gas under such
arrangements. Spot market volumes are those purchased under short-term
arrangements from producers and gas withdrawn from storage which had been
purchased directly from producers for injection to that storage. Spot
market purchases are set by negotiation with the supplier.
Under FERC Order 636, a pipeline may not terminate service to a long-term
firm transportation shipper if that customer elects to exercise a "right
of first refusal" which requires the customer to match the price and
length terms of another offer to continue to purchase such service
following the initial contract term expiration. The price for such
continued firm transportation service would be capped at the maximum price
determined as a just and reasonable rate under FERC jurisdiction.
In addition to its pipeline gas supplies, the Company owns an LNG plant in
Rocky Hill, Connecticut. This plant has the design capacity to liquefy
approximately 6,000 MCF per day and store 1,206,000 MCF. The LNG plant is
not a source of additional gas, but it permits the Company to liquefy and
store gas during the summer and to deliver the stored gas during the
following winter. The plant has the design capacity to vaporize 60,000
MCF per day.
LP-Air is a source of peak shaving supply to the Company. The Company has
approximately 720,000 gallons of on-site propane storage which can produce
the equivalent of approximately 8,208 MCF of natural gas per day.
<PAGE>
The following table details the Company's current gas supply contract
portfolio:
<TABLE>
<CAPTION>
CONNECTICUT NATURAL GAS CORPORATION
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CURRENT GAS SUPPLY CONTRACT PORTFOLIO
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<S> <C> <C> <C> <C> <C>
MAXIMUM MAXIMUM
DAILY ANNUAL
RATE QUANTITY QUANTITY EXPIRATION
SOURCE SCHEDULE TYPE (MMBTU) (MMBTU) DATE
------------ ----------- -------------- ----------- ----------- -----------
AGT AFT-1 Transportation 87,030 26,925,332 1996-2004
ANE ANE-1 Supply 25,000 9,125,000 2007
BGI G-1 Supply 2,014 735,110 2003
CNGT FTNN Transportation 6,340 2,314,100 2003
CNGT GSSTE Storage 11,553 1,235,603 2006
CNGT GSS Storage 607 66,755 2000
IGTS RTS-2 Transportation 25,000 9,125,000 2012
Hattiesburg N/A Storage 10,000 100,000 2005
NFGS EFT Transportation 1,915 698,975 1997
NFGS SS-1 Storage 11,258 1,238,400 1997
NFGS FSS Storage 9,091 1,000,000 1999
NFGS FST Transportation 8,964 986,040 1999
TETCO CDS Transportation 30,000 10,950,000 2000
TETCO CDS Transportation 1,495 545,675 2012
TETCO FT-1 Transportation 16,970 6,194,050 2000
TETCO FT-1 Transportation 10,571 3,858,415 2000
TETCO FSS-1 Storage 851 51,060 2012
TETCO SS-1 Storage 27,000 1,783,969 2004
TETCO SS-1 Storage 207 14,490 2012
TGP FT-A Transportation 32,652 11,917,980 2000
TGP FT-A Transportation 43,973 16,050,145 2000-2005
TGP SS-NE Storage/Transport 6,174 555,702 2000
TGP FS-MA Storage 13,826 610,003 2000
TGP CGT-NE Transportation 802 292,730 2003
Transco FT Transportation 1,877 685,105 2008
</TABLE>
Regulatory Matters
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In October 1995, the DPUC issued a final decision on the Company's April
1995 rate request. This decision allowed the Company to increase its
rates $8,900,000 or 3.64%. This decision also allowed a rate of return on
equity of 10.76% and provided for adequate recovery of all significant
items deferred on the balance sheet, pending recovery, at September 30,
1995. In addition, the Company was allowed to defer, for consideration in
future rate proceedings, expenses incurred above annual levels authorized
in current rates for certain areas including: conservation expenses,
economic development expenses and expenditures related to postretirement
benefits. The treatment given these items in the rate order effectively
reduces the impact of the shortfall between the rate relief requested and
the amount which was granted in the final decision. New rates became
effective on October 13, 1995.<PAGE>
Also related to the above docket, and in response to the Department's
generic review of gas industry unbundling and restructuring issues, the
Company developed firm transportation rates for commercial and industrial
customers. These rates, which became effective April 1, 1996, will enable
the Company to offer firm transportation services to commercial and
industrial customers who choose to buy gas from another supplier. The
rates were developed such that the Company earns equivalent margins
whether customers buy gas from the Company or merely utilize the Company's
distribution system to transport their own purchased gas.
In August 1996, the Company filed an application with the Department to
reopen its 1995 rate case for the limited purpose of expanding firm
transportation availability to multi-unit residential dwellings (ie, large
apartment complexes) of six or more units. To this point transportation
was only available to the Company's commercial and industrial customers.
Adoption of this proposal will help the Company to compete in this market
relative to alternate fuels. The DPUC is expected to rule on the
application in the first quarter of fiscal 1997.
The Local Gas Distribution Companies ("LDCs") pass on to firm customers
any increases or decreases in gas costs from those reflected in tariff
charges under purchased gas adjustment provisions ("PGA"). In February
1996, the Department initiated a review of the PGA. The purpose of the
generic review is to determine the appropriateness of the PGA mechanism in
light of emerging competition and the evolution of "unbundling" of
services provided by LDCs and the pipelines. The three Connecticut LDCs
participated in the proceeding. The Company filed testimony and exhibits
in support of maintaining the PGA but modifying it to reflect pricing to
specific classes of customers. A decision is expected to be issued by the
DPUC in the second quarter of fiscal 1997.
In August 1996, the Company filed a petition with the DPUC to rule on
extending its meter test cycle program. Current regulation requires the
Company to remove and test all meters that have been in the field for ten
years. The Company has requested that this period be extended to twenty
years, noting improved quality and accuracy in current metering
technology. The DPUC has not yet issued a schedule in this docket.
As discussed earlier, the Company is seeking to reorganize as a holding
company. As a part of this process, the Company must obtain approval of
its intent from the DPUC. Hearings were held in October 1996, and DPUC
approval was received in a decision issued November 27, 1996.
In August 1995, the DPUC initiated a management audit of the Company which
was performed by an independent management consulting firm. A final
report containing the firm's findings, conclusions and recommendations was
issued in November 1996. The overall results of the findings are being
reviewed by management. However, management does not expect any
sigificant changes in operations or costs in order to implement the
report's suggestions.
Environmental Considerations
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The Company has not experienced and does not anticipate any significant
problem in complying with laws and regulations pertinent to its business
concerned with protecting the environment. Additional information
regarding environmental considerations is included in the Management's
Discussion and Analysis of Financial Condition and Results of Operations,
filed in Part II, Item 7 of this report, and the Notes to the Financial
Statements, filed in Part II, Item 8 of this report.
<PAGE>
Subsidiary Operations (Consolidated)
------------------------------------
At September 30, 1996, consolidated subsidiaries of the Company included
CNG Realty Corp. (CNGR) and The Energy Network, Inc. (TEN).
CNGR, formed in 1977, is a single purpose corporation which owns the
Operating and Administrative Center located on a 7-acre site in downtown
Hartford, CT. This facility is leased to the Company. CNGR engages in no
other business activity. At September 30, 1996, CNGR had an investment in
plant of approximately $17,394,000 and no revenues from unaffiliated
businesses for the year then ended.
TEN was incorporated in 1982 and is an unregulated company engaged in the
operations described in the following paragraphs. TEN and its wholly-
owned subsidiary, The Hartford Steam Company (HSC), provide district
heating and cooling (DHC) services to a number of large buildings in
Hartford, CT. TEN's wholly-owned subsidiary, TEN Transmission (formerly
ENI Transmission Company - a wholly-owned subsidiary of the Connecticut
Natural Gas Corporation) owns the Company's share of Iroquois. ENServe,
Incorporated (ENServe), a wholly-owned subsidiary of TEN, offers energy
system operating and maintenance services. ENI Gas Services, Inc. (ENI
Gas), a wholly-owned subsidiary of TEN, owns the Company's one-third
interest in KBC Energy Services of New England. ENI's other nonregulated
operating divisions offer energy equipment rentals, property rentals and
financing services and own a 3,000 square foot building in Hartford, CT.
TEN Transmission was formed in 1986 to own the Company's share of
Iroquois. Iroquois operates a natural gas pipeline which transports
Canadian natural gas into the states of New York, Massachusetts and
Connecticut. In April 1996 the Company acquired an additional 2.47%
ownership interest in Iroquois for an investment of approximately
$5,200,000. The Company's total share of Iroquois is now 4.87%. At
September 30, 1996, TEN Transmission's investment in Iroquois amounted to
$8,884,000. The Company, together with all other partners in Iroquois,
has entered into a Capital Contribution Support Agreement (agreement) to
support a one-year, renewable letter of credit which was issued to
Iroquois. TEN Transmission's support obligation under this agreement
amounts to 4.87% of the outstanding principal on the letter of credit at
any time and was approximately $1,600,000 at September 30, 1996. TEN
Transmission recorded income of $1,121,000 related to Iroquois during
fiscal 1996.
HSC, incorporated in Connecticut in 1961, owns and operates a central
production plant and distribution system for the processing and
distribution of steam for heating and chilled water for cooling to a
number of offices, stores and other large buildings in downtown Hartford,
CT. HSC's investment in its plant and distribution system was
approximately $41,532,000 as of September 30, 1996. Revenues were
$15,984,000 for the fiscal year then ended, including $412,000 from
affiliated companies.
HSC chills its own water supply for district cooling. Through September
30, 1995, HSC purchased its steam supply for district heating and for the
production of chilled water from two local cogeneration facilities. One
steam facility was located on the Company's premises in Hartford, and was
owned by an unrelated third party, the Hacogen Corporation (Hacogen). The
steam supply agreement with Hacogen was terminated, effective September
30, 1995. In October 1995, HSC resumed producing more costly steam from
its existing boilers which are located on the Company's premises and are
currently providing adequate steam supply for customer requirements. The
nonregulated operations are currently assessing the district heating and
cooling operations to determine future cost control and operational
options.
<PAGE>
The second steam supply facility is owned by the Downtown Cogeneration
Associates Limited Partnership ("DCA"), which sells steam to HSC under a
twenty-year contract. TEN is a 50% partner in the DCA with two unrelated
third parties. The DCA owns and operates a four(4)-megawatt cogeneration
facility on the roof of a downtown Hartford office complex. Electricity
generated from this unit is sold to The Connecticut Light and Power
Company under a twenty-year contract expiring in 2007. As of September
30, 1996, TEN had an investment in DCA of approximately $921,000. During
fiscal 1996, TEN provided cogeneration management and consulting services
to DCA. Fees earned for these services for the fiscal year ended
September 30, 1996, were $162,000.
The Capitol Area System (CAS) is a district heating and cooling system
serving a section of the City of Hartford, CT. TEN owns the distribution
system and purchases hot and chilled water from a third party. TEN also
provides marketing services to this third party. TEN's investment in the
CAS was approximately $16,948,000 as of September 30, 1996. Revenues were
$4,845,000 for the fiscal year then ended, including $4,371,000 from sales
of hot and chilled water, $82,000 from marketing services provided and
$392,000 from affiliated companies.
The energy equipment rentals division owns natural gas water heaters and
natural gas conversion burners which it leases to customers in the
residential market. TEN's investment in such rental equipment was
approximately $1,608,000 as of September 30, 1996, and revenues were
$635,000 for the fiscal year then ended. There were no revenues from
affiliated companies.
Through fiscal 1995, this division was gradually being phased out through
attrition. During fiscal 1996 the unregulated operations reevaluated the
equipment rentals opportunity and renewed efforts to market rentals of
water heaters and conversion burners throughout the Company's service
territory. In conjunction with this decision, the unregulated operations
began to offer financing services for this and larger, commercial
equipment, through a newly organized financing division. TEN's investment
for equipment for the financing division was approximately $5,000 as of
September 30, 1996. There were no revenues from financing operations for
the fiscal year ended September 30, 1996.
Through the last quarter of fiscal 1996, the property management operation
owned and managed a 42,000 square foot building in Greenwich, CT.
Approximately 50% of the building is occupied by the regulated gas
operations of the Company as an operating and administrative center
servicing the Greenwich area. The remaining 50% was leased to
unaffiliated businesses. This property was sold to an unrelated party in
the last quarter of fiscal 1996. Rental revenues were approximately
$333,000 for the fiscal year ended September 30, 1996, including $318,000
from affiliated companies.
ENServe offers energy system management services and energy conservation
services to residential, commercial and industrial customers throughout
Connecticut. ENServe's investment in its plant was approximately $152,000
as of September 30, 1996. Revenues were $1,571,000 for the fiscal year
then ended. There were no revenues from affiliated companies.
ENI Gas was formed to own the Company's interest in the KBC Energy
Services of New England partnership ("KBC"). KBC markets natural gas
supplies, other energy sources and energy management related services on a
nonregulated basis to commercial and industrial end users, primarily in
New England. As of September 30, 1996, ENI Gas had an investment in KBC
of approximately $126,000.
<PAGE>
Competition
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In recent years, the natural gas industry has undergone structural changes
in response to Federal regulatory policy intended to increase competition.
In 1992, FERC issued Order 636, which required all interstate gas
pipelines to provide "unbundled," or separate, gas transportation and
storage services and to discontinue their bundled merchant sales
operations, which included the gas acquisition function. Similarly, the
Company was required by the DPUC to offer firm transportation rate tariffs
to nonresidential customers, which became effective April 1, 1996. The
impact of the FERC Order 636 and the resulting deregulation of the gas
industry has continued to heighten competition and has changed the nature
of the Company's business.
The Company has historically distributed and sold natural gas to its
customers without substantial competition from other gas utilities,
cooperatives or other providers of natural gas. The impact of industry
deregulation at the local level, as a result of FERC Order 636, is
increasing competitive pressures as other providers of gas seek
opportunities to make gas sales to the Company's customers.
The Company also competes with suppliers of oil, electricity, coal,
propane and other fuels for cooking, heating, air conditioning and other
purposes. Competition is greatest among the Company's large commercial
and industrial customers who have the capability to use alternative fuels.
The Company has attempted to minimize the volatile effect of this price-
sensitive load through the use of flexible rate schedules which allow gas
pricing to meet alternative-fuel competition; as oil prices fluctuate, so
do the Company's revenues from this class of customers. Further, the
transportation rate tariffs offered by the Company are designed to recover
a margin on each transaction that is comparable to the margin that the
Company would have received if it were making a bundled sale that included
transportation services and the commodity.
The Company's unregulated subsidiaries may compete with other unregulated
entities in the provision of unregulated energy and other products and
services to the Company's natural gas customers and to others.
The unregulated operations own and operate district heating and cooling
systems (collectively referred to as DHC) which distribute and sell steam,
hot and chilled water to office complexes and other large buildings in the
City of Hartford. Prior to the potential customer's selection of the
heating and/or cooling technology to be used, DHC competes with suppliers
of oil, electricity, coal, propane and natural gas. Once DHC has been
selected, the competition from alternate fuels is diminished because of
the cost of the equipment necessary to utilize an alternative fuel.
However, both new and existing DHC customers may elect to install their
own equipment rather than to be served by the Company's unregulated
operations. At such time, the Company competes with providers of other
fuels to supply the energy for the customer's DHC operation.
Franchises
----------
The Company holds franchises, granted by the Legislature of the State of
Connecticut, and other consents which it considers to be valid and
adequate to enable it to carry on its operations, substantially as now
carried on, in each of the communities which it serves.
<PAGE>
ITEM 2. PROPERTIES
------------------
At September 30, 1996, the Company owns gas distribution mains, a natural
gas liquefaction plant, propane gas storage tanks, metering stations, gas
service connections, meters, regulators and other equipment necessary for
the operation of a gas distribution system. Substantially all of the
Company's properties are subject to the lien of the Indenture of Mortgage
and Deed of Trust securing its first mortgage bonds. The properties, in
management's opinion, are maintained in good operating condition. The gas
mains are located principally under public streets, roads and highways.
TEN owns a distribution system located in the Capitol area of Hartford, CT
for the distribution of hot water for heating and chilled water for
cooling. This property was financed with industrial revenue, variable
rate, tax exempt demand bonds secured by a letter of credit with a bank.
The energy equipment rentals division of TEN owns water heaters and
conversion burners which it leases to its customers in the residential
market.
HSC owns a central production plant and distribution system, which
includes a chilled water storage tank, in downtown Hartford, CT for the
processing and distribution of steam for heating and chilled water for
cooling. The property is subject to a mortgage and collateral security
agreement which secures debt under HSC's revolving loan agreement.
CNGR owns the Operating and Administrative Center in Hartford which is
leased by the Company. The center is subject to the lien of the Mortgage
Deed under which the CNGR's first mortgage notes are issued.
ITEM 3. LEGAL PROCEEDINGS
-------------------------
In November 1995, certain Connecticut plumbers and HVAC contractors filed
a class action suit against the Company and the State's two other LDCs,
claiming that the LDCs engaged in unfair trade practices relating to
customer service work. The action alleged that the LDCs unfairly competed
with licensed plumbers and contractors by performing customer service work
using customer service employees who did not possess State trade licenses.
Previously, the LDC's claimed that the work was performed under a
statutory exemption enacted in 1965 and amended in 1967. The Connecticut
courts have recently upheld an administrative ruling against the LDCs'
position.
The plumbers and contractors are currently asserting claims for profits
which they allege were lost during prior years. There has not been any
settlement demand or any formal statement of alleged damages. As a
result, management cannot estimate the Company's potential exposure
related to these claims. The Company is vigorously defending this matter.
In May 1996, Iroquois reached a settlement with State of New York and
Federal authorities regarding certain environmental allegations asserted
by them in 1992. The Company recognized the majority of its proportionate
share of the $24,000,000 settlement in fiscal 1995 and anticipates no
further material impact on its financial position or results of operations
by reason of this settlement. Iroquois is a partnership of which the
Company is a 4.87% owner.
The Company is not a party to any other litigation other than ordinary
routine litigation incident to the operations of the Company or its
subsidiaries. In the opinion of management, the resolution of such
litigation will not have a material adverse effect on the Company's
financial condition or results of operations.
<PAGE>
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
-----------------------------------------------------------
There were no matters submitted to a vote of security holders during the
last quarter of the fiscal year ending September 30, 1996.
<PAGE>
Executive Officers of the Registrant
------------------------------------
All executive officers' terms of office are one year.
Victor H. Frauenhofer Age - 63
Chairman and Chief Executive Officer and Director
Business experience:
1996 - Present Chairman and Chief Executive Officer
1991 - 1996 Chairman, President and Chief Executive Officer
1987 - 1991 President and Chief Executive Officer
1983 - 1987 President and Chief Operating Officer
Arthur C. Marquardt Age - 49
President and Chief Operating Officer (effective December 1, 1996)
Business experience:
1996 - Present President and Chief Operating Officer
1992 - 1996 Senior Vice President - Gas Business Unit,
Long Island Lighting Company
1991 - 1992 Vice President - Strategic Business Planning,
Long Island Lighting Company
James P. Bolduc Age - 47
Executive Vice President and Chief Financial Officer
Business experience:
1996 - Present Executive Vice President and Chief Financial Officer
1993 - 1996 Senior Vice President - Financial Services
and Chief Financial Officer
1992 - 1993 Vice President, Consumer Services
1989 - 1991 Vice President, Distribution and Customer Service
1987 - 1989 Vice President Corporate, Regulatory
and Customer Services
1985 - 1987 Vice President Diversified Group
Reginald L. Babcock Age - 45
Vice President - Administrative Services and General Counsel and Secretary
Business experience:
1996 - Present Vice President - Administrative Services and General
Counsel and Secretary
1993 - 1996 Vice President - Corporate Services and General Counsel
and Secretary
1989 - 1993 Vice President, General Counsel and Secretary
1985 - 1989 Secretary and Counsel
1983 - 1985 Assistant Secretary and Counsel
Wayne T. Jones Age - 47
Vice President - Corporate Development
Business experience:
1996 - Present Vice President - Corporate Development
1993 - 1996 Vice President - Planning and Corporate Development
1992 - 1993 Assistant Vice President, Rates and Regulatory Affairs
1989 - 1992 Director, Rates, Regulatory Planning and Conservation
1988 - 1989 Director, Rates and Regulatory Planning
1987 - 1988 Director, Revenue Requirements and Economic Evaluations
1987 - 1987 Director of Administrative Services
<PAGE>
Executive Officers of the Registrant, (continued)
------------------------------------
Edna M. Karanian Age - 36
Vice President - Energy Procurement and Transportation
Business experience:
1996 - Present Vice President - Energy Procurement and Transportation
1993 - 1996 Assistant Vice President - Energy Planning and
Procurement
1989 - 1993 Director - Energy Planning and Procurement
Donald H. Ludington Age - 60
Vice President - Consumer Services
Business experience:
1996 - Present Vice President - Consumer Services
1993 - 1996 Executive Vice President and General Manager,
Energy Networks, Inc.
1992 - 1993 Vice President and Chief Administrative Officer,
Energy Networks, Inc.
1989 - 1992 Vice President, Energy Networks, Inc.
1986 - 1989 Assistant Vice President, General Manager -
Greenwich Division
1983 - 1986 Assistant Treasurer
Anthony C. Mirabella, Age - 56
Vice President - Operations and Chief Engineer
Business experience:
1993 - Present Vice President - Operations and Chief Engineer
1992 - 1993 Vice President, Distribution/Engineering Services
& Chief Engineer
1989 - 1991 Vice President & Chief Engineer
1988 - 1989 Vice President Nonregulated Operations
1987 - 1988 Vice President Affiliated Resources Corporation
1985 - 1987 Vice President Business Development Group
<PAGE>
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED
-------------------------------------------------------------
SECURITY HOLDER MATTERS
-----------------------
The Company's common stock is listed on the New York Stock Exchange. The
high and low sales prices for each quarterly period during the years ended
September 30, 1996 and 1995 were as presented in the table below. These
prices are based on the New York Stock Exchange Quarterly Market
Statistics report.
QUARTERLY COMMON STOCK PRICES
-----------------------------
1996 1995
-------------------- --------------------
Fiscal Year High Low High Low
--------------- ------ ------ ------ ------
First Quarter 25 1/8 21 5/8 25 1/4 21 7/8
Second Quarter 24 1/2 22 3/4 24 5/8 21 1/4
Third Quarter 24 5/8 21 7/8 25 1/4 21 3/4
Fourth Quarter 24 1/4 22 22 1/2 21 1/4
There were 9,772 record holders of the Company's common stock at November
1, 1996.
Under Connecticut law, dividends may be paid out of unreserved and
unrestricted retained earnings. Cash dividends are declared on the
Company's common stock on a quarterly basis, and the total amount of
dividends declared was $1.50 per share in 1996 and $1.48 per share in
1995. Under the most restrictive terms of the open-end indenture securing
the Company's first mortgage bonds, as amended, retained earnings of
$46,800,000 were available for dividends at September 30, 1996. Except
for certain restrictions relating to the Company's classes of preferred
stock as to which dividends and sinking fund obligations must be paid
prior to the payment of common stock dividends, there are no other
restrictions on the Company's present or future ability to pay such
dividends. The Company expects that cash dividends will continue to be
paid in the future.
<PAGE>
ITEM 6. SELECTED FINANCIAL DATA
--------------------------------
FIVE-YEAR SUMMARY OF CONSOLIDATED OPERATIONS
(Thousands of Dollars)
1996 1995 1994 1993 1992
------ ------ ------ ------ ------
Operating revenues $315,363 $275,185 $290,662 $265,337 $236,189
Net income applicable
to common stock $ 18,932 $ 16,957 $ 17,637 $ 16,788 $ 15,197
Earnings per share $ 1.87 $ 1.71 $ 1.85 $ 1.76 $ 1.75
Total assets $466,979 $465,039 $458,554 $444,585 $397,570
Long-term obligations $136,432 $150,390 $154,193 $137,984 $121,621
Cash dividends declared
per common share $ 1.50 $ 1.48 $ 1.48 $ 1.46 $ 1.44
Dividend payout ratio 80.2% 86.6% 80.0% 83.0% 82.3%
P/E ratio 13 13 13 18 13
Market price as a %
of book value -
year-end 152.9% 146.8% 162.0% 225.6% 175.2%
(Certain amounts for 1995 and prior years have been reclassified to conform
with 1996 classifications.)
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
------------------------------------------------------------------------
RESULTS OF OPERATIONS, SEPTEMBER 30, 1996
-----------------------------------------
(Thousands of Dollars Except for Per Share Data)
Connecticut Natural Gas Corporation ("the Company") is an energy
provider engaged in the regulated distribution, sale and transportation
of natural gas. Unregulated energy-related products and services,
including district heating and cooling, energy equipment rentals and
financing and energy system management and operating services, are
provided through wholly-owned subsidiaries.
Net income applicable to common stock and earnings per share for the
fiscal years ended September 30, 1996, 1995 and 1994 were $18,932
($1.87), $16,957 ($1.71) and $17,637 ($1.85), respectively. Earnings
for 1996 include a nonrecurring item: the proceeds from the sale of a
building by the unregulated operations, equivalent to $.05 per share.
Earnings in 1995 include two nonrecurring items: a gain of $.24 per
share relating to a negotiated settlement for the termination of a steam
supply contract and a charge of $(.05) per share in connection with the
settlement of legal matters relating to the Company's interest in the
Iroquois Gas Transmission System ("Iroquois"). Iroquois operates a
natural gas pipeline which transports Canadian natural gas into New
York, Massachusetts and Connecticut.
An increase in natural gas rates granted to the Company by the
Connecticut Department of Public Utility Control ("DPUC"), effective
October 1995, and a significantly colder winter are the principal
reasons for the higher earnings reported for fiscal 1996. Higher
operating expenses and a higher effective income tax rate somewhat
offset these benefits to earnings. Warmer winter heating season weather
is the principal reason for the lower earnings recorded in fiscal 1995.
Higher interest expense also reduced 1995 earnings, but the benefits of
lower operating expenses and a lower overall effective income tax rate
partially offset the negative impact to earnings. Other important
contributing factors to all years include changes in the mix of sales,
customer usage, the cost of natural gas and related profit margins.
RESULTS OF OPERATIONS
---------------------
New Rates Allowed by DPUC
In October 1995 the DPUC issued a decision which allowed the Company to
increase its rates $8,900 or 3.64%. This decision allowed a rate of
return on equity of 10.76% and provided for recovery of all significant
items that had been deferred pending recovery.
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
------------------------------------------------------------------------
RESULTS OF OPERATIONS, SEPTEMBER 30, 1996 (continued)
----------------------------------------------------
Gas Operating Margin
Gas operating margin is equal to gas revenues less the cost of gas and
Connecticut gross revenues tax. The following table presents revenues,
gas operating margin and gas commodity and transportation volumes for
fiscal 1996, 1995 and 1994, respectively:
<TABLE>
<S> <C> <C> <C>
1996 1995 1994
---- ---- ----
Gas Revenues $292,852 $254,006 $267,752
======== ======== ========
Gas Operating Margin $116,104 $103,267 $109,949
======== ======== ========
Commodity and Transportation
Volumes (mmcf)
Firm Gas Sales 23,911 21,361 24,260
Interruptible Gas Sales 8,614 8,554 8,463
Off-System Gas Sales 12,435 16,265 9,144
Transportation Services 4,336 7,695 7,325
------- ------- -------
Total 49,296 53,875 49,192
======= ======= =======
</TABLE>
Significant changes in weather dramatically impact the contribution to
operating margin by the firm and interruptible customer classes, due to
required changes in overall throughput mix among the various customer
classes and the different per-unit margin contributed by each customer
class. Firm sales contribute the highest per-unit operating margin of
all customer classes.
New, higher firm rates, approved by the DPUC effective October 1995,
together with significantly colder winter weather, resulted in the
higher gas operating margin earned in fiscal 1996.
Warmer weather during the fiscal 1995 heating season resulted in lower
use per customer and reduced sales and operating margin, especially from
the firm class of customers.
Margin earned above a prescribed target level on interruptible sales is
refunded to firm ratepayers, as directed by the DPUC. The October 1995
rate decision increased the margin sharing target to the current DPUC
prescribed level of $8,834. A lower level of interruptible margins was
subject to refund to firm customers during fiscal 1996. Higher
interruptible margins were subject to refund during fiscal 1995.
Off-system sales permit the Company to market short-term gas supplies
and transportation services by contract with customers nationwide (See
"Competitive Environment"). However, these sales volumes contribute the
smallest per-unit operating margin. The significance of the off-system
sales program is that the Company acts as an independent marketer of
natural gas and transportation, enabling the Company to generate
operating margin from a source not restricted by the capacity of the
Company's own distribution system or curtailment limitations driven by
system demand. The October 1995 DPUC rate decision established a
sharing mechanism (i.e., 85% of margin earned is refunded to firm
ratepayers) for off-system sales, effective in fiscal 1996.
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
------------------------------------------------------------------------
RESULTS OF OPERATIONS, SEPTEMBER 30, 1996 (continued)
----------------------------------------------------
Off-system sales are lower in fiscal 1996 for two reasons. During the
colder winter the Company chose to be more conservative and selective in
its off-system sales, pursuing opportunities for better contributions to
margin rather than higher volume sales. In the summer months the
Company first used available gas supplies to fill storage facilities in
preparation for the coming winter before offering available supply for
off-system sales.
Transportation services, which are sold under per-unit operating margins
comparable to those earned on similar gas sales, have contributed to
overall operating margins each year. The decrease in transportation
throughput from 1995 to 1996 reflects the September 30, 1995 closing of
the Hacogen cogeneration facility, which provided steam, under contract,
to the unregulated operations.
Operating and Maintenance Expenses
The October 1995, rate decision allowed the Company to recover certain
expenses that had been previously deferred pending the outcome of the
rate proceedings. Because of these additional amortizations and
increases in certain other expense categories, higher operations and
maintenance expenses were recorded in fiscal 1996. Increases were
recorded in the categories of wages and salaries, pension costs,
employee benefits, conservation program expenses, insurance-related
costs, regulatory commission and rate proceedings expenses and outside
purchased services. The colder fiscal 1996 winter also resulted in
increased bad debt costs related to the higher sales. These increases
were somewhat offset by lower costs incurred for computer hardware
rentals and maintenance, because of renegotiated contracts, and margins
generated from service contract activity.
The Company announced a second voluntary early retirement program
("VERO") in September 1996 and 16 employees accepted retirement
effective December 1, 1996. The approximately $400 of expenses
associated with this program were recognized by the Company in the
fourth quarter of fiscal 1996. The VERO resulted in an overall 1.5
percent reduction in the total workforce.
Lower overall operating and maintenance expenses were recorded in fiscal
1995. Lower costs were recognized in the areas of labor, because of the
reduction in the nonunion workforce accomplished in 1994 through a VERO,
bad debt expense, because of fewer sales due to the warmer weather,
computer rental and maintenance fees, because of renegotiated contracts,
employee benefits and pension expenses, because of the absence of
additional one-time expenses recorded in 1994 related to the VERO, and
outside purchased services. Several other expense items were lower in
1995 because of the absence of write-offs taken in 1994 to recognize
deferred expenses disallowed in the December 1993 DPUC rate decision.
These benefits to operating and maintenance expenses were somewhat
offset by higher union wages and benefits, from renegotiated contracts,
and higher corporate insurance expenses.
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
------------------------------------------------------------------------
RESULTS OF OPERATIONS, SEPTEMBER 30, 1996 (continued)
----------------------------------------------------
Income Taxes
The overall effective income tax rate was higher in fiscal 1996 due to
the on-going turn around of flow-through book tax depreciation
differences on older plant and the absence of cost of removal deductions
taken during 1995. These higher taxes were considered in the
determination of the Company's rates in the October 1995 rate decision.
The Company's overall effective tax rate declined from 1994 to 1995, due
to additional flow-through tax deductions relating to costs of removal
and a major capitalized information system.
In October 1994 the Company received formal approval from the Internal
Revenue Service ("IRS") to deduct, for tax purposes, current as well as
certain prior incurred cost of removal expenses associated with
retirements of plant and equipment. During fiscal 1995 and 1994 the
Company recorded income tax benefits of $1,973 ($.20) and $444 ($.05),
respectively, related to prior years' cost of removal expenses allowed
by the IRS.
Depreciation
The increase in depreciation reflects the Company's continued investment
in depreciable plant. Plant costs continue to increase year to year
because of price increases for goods and services and higher per-unit
internal costs associated with the installation of new and replacement
of existing distribution system mains and services.
Other Income/(Deductions)
Nonrecurring income of $892 relates to the unregulated operations' sale
of land and a building in August 1996. The net after tax gain was $515,
equivalent to $.05 per share. Aside from this item, more Other Income
was recorded in fiscal 1996 from interest income earned by the
investment of available cash balances and lower executive insurance
costs realized from the reconfiguration of certain plans. This higher
income was partially offset by increased promotional expenses and
additional costs related to the termination of the Company's regulated
propane service program.
Two nonrecurring items were recorded in fiscal 1995: a one-time, after
tax benefit of $2,379, equivalent to $.24 per share, from the
termination of a steam supply agreement by the unregulated operations,
and a charge of $500, or $(.05) per share, to reflect the Company's
proportionate share of expenses in connection with legal matters related
to Iroquois. Aside from these nonrecurring items, the higher level of
Other Income was recorded in 1995 over 1994 principally because of lower
promotional advertising expenses associated with certain specific
programs which were completed in 1994 and more income from merchandise
sales. These benefits were partially offset by costs associated with
the termination of the Company's regulated propane service program.
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
------------------------------------------------------------------------
RESULTS OF OPERATIONS, SEPTEMBER 30, 1996 (continued)
----------------------------------------------------
Interest and Debt Expense
Overall, interest expense was lower in fiscal 1996 and higher in 1995.
Less interest on long-term debt in fiscal 1996 reflects lower long-term
debt outstanding, as a result of scheduled sinking fund repayments, and
lower average interest rates on variable rate long-term debt. Long-term
debt interest increased from 1994 to 1995, because of additional debt
issued to fund construction expenditures.
Other interest relates primarily to interest on short-term borrowings
and interest associated with pipeline refunds and deferred gas costs.
Short-term interest fluctuated as a result of changes in interest rates,
short-term cash requirements and conversions to long-term debt. Only
limited seasonal short-term borrowings were needed in both 1996 and 1995
because of available cash from operations. In fiscal 1996 this resulted
from higher collections through the purchased gas adjustment ("PGA"),
which will ultimately be refunded to customers, and available cash on
hand for working capital from the issue of common stock in June 1996.
In fiscal 1996, the Company recorded additional interest expense related
to merchandise receivables and transition costs.
In fiscal 1995 the proceeds from the October 1994 issue of common stock
and refunds received from natural gas pipeline companies provided
additional cash for working capital. Also, short-term borrowing
activity, during 1995, was conducted at lower interest rates than in
1994. However, higher interest related to the pipeline refunds and
deferred gas costs offset the benefits of short-term debt interest.
Earnings from Unregulated Operations
The Company's unregulated operations include the Connecticut Natural Gas
Corporation's wholly-owned unregulated subsidiary: The Energy Network,
Inc. ("TEN"), formerly Energy Networks, Inc., and TEN's wholly-owned
subsidiaries: The Hartford Steam Company ("HSC"), ENI Gas Services,
ENServe, and TEN Transmission Company ("TEN Transmission"), formerly ENI
Transmission Company. TEN's Capitol Area Systems division and HSC
provide district heating and cooling ("DHC") services to a number of
large buildings in Hartford, CT. TEN Transmission owns the Company's
share of Iroquois. ENServe offers energy system operating and
maintenance services. ENI Gas owns the Company's one-third interest in
KBC Energy Services of New England ("KBC"). TEN's other unregulated
operating divisions offer energy equipment rentals, property rentals and
financing services.
TEN's contribution to net income was $.35, $.49 and $.35 per share in
1996, 1995 and 1994, respectively. The $.35 earned in 1996 includes
$.05 from the sale of a building and land, and the $.49 earned in 1995
includes $.24 per share from a negotiated settlement for the termination
of a steam supply contract (See "Other Income/(Deductions)").
Equity in partnership earnings increased from year to year and primarily
reflects the income contribution from the Company's interest in
Iroquois, which increased from 2.40% to 4.87% during fiscal 1996 (See
"Investing Activities"). The earnings per share impact from equity
investments was $.12, $.06 and $.05 in 1996, 1995 and 1994,
respectively.
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
------------------------------------------------------------------------
RESULTS OF OPERATIONS, SEPTEMBER 30, 1996 (continued)
----------------------------------------------------
Earnings from all other unregulated operations, combined, were lower in
fiscal 1996. DHC operations have incurred higher operations and
maintenance expenses for produced steam. The impact of these costs was
somewhat offset by higher winter season steam and hot water sales, as a
result of the colder weather, and lower average interest rates on
variable rate long-term debt. Initial operating losses related to
energy system operating and maintenance services and to the Company's
equity in KBC's first-year losses also lowered earnings from general
unregulated operations in 1996.
The lower contribution from operations in fiscal 1995 reflects the
combined impacts of lower steam and chilled water customer load, due to
weather. These were partially offset by higher hot water sales from
additional customer load. Higher interest rates on variable rate long-
term debt, start-up expenses related to the establishment of two new
unregulated ventures and higher expenses related to equipment rentals
also reduced the unregulated operations' contribution to net income in
1995.
Steam Supply
Through fiscal 1995 one of the unregulated operations' suppliers of
steam was a cogeneration facility located on the Company's premises and
owned by an unrelated third party, the Hacogen partnership ("Hacogen").
The steam supply agreement with Hacogen was terminated, effective
September 30, 1995, to the mutual satisfaction of both parties.
According to the terms of the negotiated settlement, the unregulated
operations received consideration of $9,519, representing the payment of
all past due amounts owed by Hacogen and certain additional amounts as a
result of the contract termination: $4,967 was received as of September
30, 1995, and the balance was received in December 1995. The 1995
pretax, nonrecurring income related to this settlement was $4,124.
In October 1995, the unregulated operations resumed producing more
costly steam from the existing boilers which are located on the
Company's premises and are currently providing adequate steam supply for
customer requirements. The unregulated operations are reassessing the
district heating and cooling operations to determine future cost control
and operational options.
LIQUIDITY AND CAPITAL RESOURCES
-------------------------------
The regulated gas operations are the principal segment of the Company's
business, and a substantial portion of the Company's cash is obtained
during the winter heating season. The Company manages its seasonal cash
requirements, primarily to fund gas purchases and customer accounts
receivable, by using cash flows generated from operations and short-term
financing from lines of credit.
Cash flows from operations have generally been sufficient to satisfy the
unregulated operations' cash requirements. Existing credit lines are
used to balance seasonal variations in available cash resources.
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
------------------------------------------------------------------------
RESULTS OF OPERATIONS, SEPTEMBER 30, 1996 (continued)
----------------------------------------------------
Cash Flows from Operating Activities
The cost of gas and volumes of gas sold are the principal factors which
influence cash flows from operations from year to year. The price of
natural gas impacts the amount of purchased gas costs subject to refund
or recovery through the PGA. The volumes of gas sold magnify the impact
of changing prices.
Cash flows from operations funded both investing and financing
activities in both fiscal 1996 and 1995. In 1994 cash flows from
operations together with cash flows from financing activities satisfied
the needs for cash for investing activities (i.e., to finance
construction expenditures).
Fiscal 1996 cash flows from operations represent the benefits of higher
rates and higher operating margins. Cash flows from operations were
lower than 1995, because of the absence, in 1996, of the large amount of
natural gas pipeline refunds that were received in 1995. Such refunds
result from pipeline regulatory activity at the federal level and are
not in the control of the Company. The proceeds from the June 1996
issue of Common Stock were used by the regulated operations to fund the
current year's construction program and for other general working
capital purposes, reducing the need for short-term financing.
Cash flows from operations were higher in 1995, primarily because of the
receipt and retention of natural gas pipeline refunds. The DPUC allowed
the Company to retain approximately $16,000 of these refunds to offset
Federal Energy Regulatory Commission ("FERC") Order No. 636 transition
costs and certain accounts receivable amounts forgiven for hardship
customers. Other refunds are ultimately returned to customers as
reductions to their bills but provide temporary working capital for the
regulated gas operations. The proceeds from the October 1994 issue of
Common Stock were used by the regulated operations to reduce short-term
debt, to permanently finance construction expenditures, and for working
capital in fiscal 1995. These needs would otherwise have been met by
cash from operations or by additional short-term financing.
Investing Activities
Construction expenditures in 1996, 1995 and 1994 were $24,281, $26,839
and $27,859, respectively. The Company estimates its construction
expenditures for fiscal 1997 to be approximately $25,400 for the
regulated gas operations. The future anticipated construction programs
for the gas operations include an accelerated replacement program for
certain cast iron and bare steel pipe in the natural gas distribution
system. Other construction expenditures from 1997 to 1998 include
$2,200 for compliance with Clean Air Act requirements for the
unregulated operations. The Company plans to fund capital expenditures
and other commitments through a combination of sources.
As previously noted, the Company acquired an additional 2.47% ownership
interest in Iroquois for an investment of approximately $5,200 with
funds from a combination of various sources.
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
------------------------------------------------------------------------
RESULTS OF OPERATIONS, SEPTEMBER 30, 1996 (continued)
----------------------------------------------------
Financing Activities
The Company uses short-term debt to finance the seasonal build-up of gas
inventories and other working capital requirements. Capital
expenditures are also temporarily funded with short-term debt. The
Company raises short-term funds through the use of available bank lines
of credit and revolving credit agreements (See Note 8 to the Financial
Statements). Long-term debt and equity issues are used in a balanced
fashion to reduce outstanding short-term debt and to permanently finance
completed construction.
In July 1996 Moody's Investor Services upgraded the rating of the
Company's unsecured Medium Term Notes ("MTNs") to A3 from Baa1. The
Company has $55,000 of MTNs available for future issue under an existing
long-term placement program.
In June 1996 the Company sold 700,000 shares of its $3.125 Par Common
Stock at $23.25 per share. The Company received net proceeds of $15,557
which were added to working capital and used by the regulated operations
to fund the current year's construction program and general operations.
In October 1994 the Company sold 392,200 shares of its $3.125 Par Common
Stock at $22.75 per share. The Company received net proceeds of $8,474
which were used by the regulated operations to retire existing short-
term borrowings and for working capital.
The Company's $20,000 revolving credit agreement with a large regional
bank was extended during 1996 until March 31, 1997.
One of the Company's lines of credit with a bank, for $9,000, was
extended in 1996 to February 1997.
Restrictive Covenants
Under the most restrictive terms of the indenture securing the Company's
First Mortgage Bonds, retained earnings of $46,800 are available for
dividends at September 30, 1996. Dividends paid on common and preferred
stock in fiscal 1995 were $15,500. The Company is prohibited from,
among other things, paying dividends on common stock and purchasing,
redeeming or retiring common stock, if dividends on preferred stock are
in arrears.
Environmental Matters
In the ordinary course of business, the Company may incur costs to clean
up environmental contaminants related to natural gas activity. In those
instances the Company expects that the remediation costs will be
recoverable in rates. In the opinion of management, any existing
environmental issues will not be significant to the future financial
condition or results of operations of the Company.
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
------------------------------------------------------------------------
RESULTS OF OPERATIONS, SEPTEMBER 30, 1996 (continued)
----------------------------------------------------
FERC Order No. 636
The Company began to be billed for transition costs associated with FERC
Order No. 636 from its pipeline suppliers in June 1993. Through
September 30, 1996 the Company has paid and recovered from ratepayers
$12,142 of an estimated $15,000 of transition costs.
In the opinion of management, the DPUC has allowed the Company a
sufficient number of recovery mechanisms to provide for the full
recovery of its estimated transition cost liability. For this reason,
management believes that FERC Order 636 transition costs will not have a
material impact on the Company's financial condition or results of
operations.
Competitive Environment
The natural gas industry is undergoing structural changes in response to
Federal regulatory policy intended to increase competition. In 1992,
FERC issued Order 636, which required all interstate gas pipelines to
provide "unbundled" gas transportation and storage services and to
discontinue their bundled merchant sales operations, which included the
gas acquisition function. The impact of the FERC Order 636 deregulation
of the gas industry has continued to heighten competition and has
changed the nature of the Company's business.
In the past, the three segments of the natural gas industry had defined
roles and relationships. Producers explored, drilled for and processed
natural gas. The pipelines purchased natural gas from the producers and
transported it to local gas distribution companies ("LDCs"). The LDCs
purchased the gas and transportation services from the pipeline
companies.
In response to the FERC Order 636, in August 1995, the DPUC issued a
decision ordering Connecticut LDCs to unbundle certain segments of their
gas services. The DPUC approved firm transportation rates for
commercial and industrial customers, effective April 1, 1996. With the
implementation of these new rates for transportation service, the
Company's commercial and industrial natural gas customers have an
opportunity to purchase natural gas directly from producers or
marketers. The Company, and the other Connecticut LDCs, thus have
become natural gas transporters and compete with each other and with
other gas marketers and providers for the sale of natural gas to such
customers.
While the above has provided the opportunity for the Company to service
and supply large commercial and industrial customers outside of its
franchise area, it has also allowed other gas service companies to have
access to the Company's customers within its service territory.
However, when the Company's customers purchase their gas from other
suppliers, the Company's distribution system will deliver their
supplies, for which the Company receives a fee.
The Company's unregulated operations have been subject to the slow
economic conditions in the Hartford, Connecticut area. The district
heating and cooling operations have had to produce more costly steam as
a result of the 1995 termination of a steam supply contract. These
factors may adversely affect the Company's district heating and cooling
operations' ability to maintain steam, hot and chilled water rates at
current levels.
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
------------------------------------------------------------------------
RESULTS OF OPERATIONS, SEPTEMBER 30, 1996 (continued)
----------------------------------------------------
Regulatory Proceedings
The LDCs pass on to firm customers any increases or decreases in gas
costs from those reflected in tariff charges under a PGA. During fiscal
1996, the DPUC initiated a review of the need to continue PGA accounting
for gas costs for all LDCs. The review was prompted by the partial
restructuring and the offering of unbundled transportation services that
began in fiscal 1996. The LDCs' position is that the PGA should not be
eliminated because it protects the ratepayers and shareholders from
fluctuations in the market price of gas. A decision is expected by the
second quarter of fiscal 1997. Management cannot predict the outcome of
this proceeding and cannot predict the impact, if any, to its future
results of operations and financial condition.
Legal Proceedings
In May 1996, Iroquois reached a settlement with State of New York and
Federal authorities regarding certain environmental allegations asserted
by them in 1992. The Company recognized the majority of its
proportionate share of the $24,000 settlement in fiscal 1995 and
anticipates no further material impact on its financial position or
results of operations by reason of this settlement.
In November 1995, certain Connecticut plumbers and HVAC contractors
filed a class action suit against the Company and the State's two other
LDCs, claiming that the LDCs engaged in unfair trade practices relating
to customer service work. The plumbers and contractors are currently
asserting claims for profits which they allege were lost during prior
years. There has not been any settlement demand or any formal statement
of alleged damages. As a result, management cannot estimate the
Company's potential exposure related to these claims. The Company is
vigorously defending this matter.
The Company is not a party to any other litigation other than ordinary
routine litigation incident to the operations of the Company or its
subsidiaries. In the opinion of management, the resolution of such
litigation will not have a material adverse effect on the Company's
financial condition or results of operations.
Effects of Regulation
The Company's natural gas distribution business is subject to cost-of-
service regulation by the DPUC. Based on current regulation and recent
DPUC decisions, the Company believes that its use of regulatory
accounting is appropriate and in accordance with the provisions of
Statement of Financial Accounting Standards No. 71 (See Note 1 to the
Financial Statements).
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
------------------------------------------------------------------------
RESULTS OF OPERATIONS, SEPTEMBER 30, 1996 (concluded)
----------------------------------------------------
Other Tax Matters
The Company has several on-going state tax issues which are being
reviewed. In the opinion of management, the outcome of these issues
will not be significant to the financial condition or results of
operations of the Company.
Proposed Holding Company
In November 1996, the Company announced its intention to reorganize
under a holding company structure. Under the proposed restructuring,
CTG Resources, Inc. would become the holding company for the regulated
and unregulated businesses. Management believes that the proposed
restructuring offers the best means of providing the Company with the
increased flexibility which will be required to compete in the rapidly
deregulated energy marketplace. Management intends to effect the
restructuring in 1997, after receiving appropriate shareholder and DPUC
approvals. A decision approving the restructuring was received from the
DPUC in November 1996.
NEW ACCOUNTING STANDARDS
In March 1995 the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 121, "Accounting for the
Impairment of Long-Lived Assets and Long-Lived Assets to be Disposed Of"
("SFAS No. 121"). This statement requires that long-lived assets be
reviewed for impairment whenever events indicate that the carrying
amount of any asset may not be recoverable. The adoption of SFAS No.
121 is required in fiscal 1997. However, based upon current analyses
and assumptions, the Company does not expect that the adoption will have
a material impact on its financial condition or results of operations.
INFLATION AND CHANGING PRICES
Inflation impacts the prices the Company must pay for operating and
maintenance expenses and construction costs. The Company's rate
schedules for natural gas and DHC sales include provisions that permit
changes in gas costs and service costs, respectively, to be passed on to
customers. The Company attempts to minimize the effects of inflation on
other costs through cost control, productivity improvements and
regulatory actions where appropriate.
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
----------------------------------------------------
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
----------------------------------------
To the Stockholders and The Board of Directors
of Connecticut Natural Gas Corporation:
We have audited the accompanying consolidated balance sheets and
consolidated statements of capitalization of Connecticut Natural Gas
Corporation (a Connecticut Corporation) and subsidiaries as of September
30, 1996 and 1995, and the related consolidated statements of income,
common stock equity and cash flows for each of the three years in the
period ended September 30, 1996. These financial statements and the
schedule referred to below are the responsibility of the Company's
management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of
Connecticut Natural Gas Corporation and subsidiaries as of September 30,
1996 and 1995, and the results of their operations and their cash flows
for each of the three years in the period ended September 30, 1996, 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 schedule listed in the
schedule index is presented for purposes of complying with the
Securities and Exchange Commission's rules and is not part of the basic
financial statements. This schedule has been subjected to the auditing
procedures applied in the audits of the basic financial statements and,
in our opinion, fairly states in all material respects the financial
data required to be set forth therein in relation to the basic financial
statements taken as a whole.
S/ Arthur Andersen LLP
-------------------------------
(ARTHUR ANDERSEN LLP)
Hartford, Connecticut
November 4, 1996
<PAGE>
<TABLE>
<CAPTION>
Consolidated Balance Sheets
September 30, 1996 and 1995
(Thousands of Dollars)
Assets
<S> <C> <C>
Assets 1996 1995
---- ----
Plant and Equipment:
Plant in service $ 464,377 $ 451,843
Construction work in progress 6,417 3,564
--------- ---------
470,794 455,407
Less-Allowance for depreciation 145,042 133,314
--------- ---------
325,752 322,093
--------- ---------
Investments, at equity 9,914 5,743
--------- ---------
Current Assets:
Cash and cash equivalents 8,515 3,042
Accounts receivable (less allowance for
doubtful accounts of $4,819 in 1996
and $4,590 in 1995) 25,033 26,914
Accrued utility revenue 4,180 5,093
Inventories 15,968 14,511
Prepaid expenses 10,920 6,095
--------- ---------
Total Current Assets 64,616 55,655
--------- ---------
Other Assets:
Unrecovered future taxes 44,812 51,634
Recoverable transition costs 2,858 4,636
Other assets 19,027 25,278
--------- ---------
Total Other Assets 66,697 81,548
--------- ---------
$ 466,979 $ 465,039
========= =========
</TABLE>
The accompanying notes are an integral part of these consolidated
financial statements.
<PAGE>
<TABLE>
<CAPTION>
Consolidated Balance Sheets (Concluded)
September 30, 1996 and 1995
(Thousands of Dollars)
Capitalization and Liabilities
<S> <C> <C>
Capitalization and Liabilities 1996 1995
---- ----
Capitalization (see accompanying statements):
Common stock equity $ 168,882 $ 150,111
Preferred stock, not subject to
mandatory redemption 899 904
Long-term debt 136,432 150,390
--------- ---------
306,213 301,405
--------- ---------
Current Liabilities:
Current portion of long-term debt 13,968 3,921
Notes payable and commercial paper - 4,200
Accounts payable and accrued expenses 40,721 46,341
Refundable purchased gas costs 6,012 2,300
Accrued taxes - 2,021
Accrued interest 4,479 4,518
--------- ---------
Total Current Liabilities 65,180 63,301
--------- ---------
Deferred Credits:
Deferred income taxes 40,011 37,985
Unfunded deferred income taxes 44,812 51,634
Investment tax credits 3,203 3,423
Refundable taxes 3,445 3,365
Other 4,115 3,926
--------- ---------
Total Deferred Credits 95,586 100,333
--------- ---------
Commitments and Contingencies
--------- ---------
$ 466,979 $ 465,039
========= =========
</TABLE>
The accompanying notes are an integral part of these consolidated
financial statements.
<PAGE>
<TABLE>
<CAPTION>
Consolidated Statements of Income
For the Years Ended September 30, 1996, 1995 and 1994
(Thousands of Dollars Except for Per Share Data)
<S> <C> <C> <C>
1996 1995 1994
---- ---- ----
Operating Revenues $ 315,363 $ 275,185 $ 290,662
Less: Cost of energy 175,175 147,764 155,547
State gross revenues tax 11,710 11,296 11,863
--------- --------- ---------
Operating Margin 128,478 116,125 123,252
--------- --------- ---------
Operating Expenses:
Operations 49,640 45,311 48,361
Maintenance 8,615 7,917 7,683
Depreciation and amortization 17,765 16,977 15,507
Income taxes 14,364 9,430 13,353
Local property taxes 5,277 5,148 5,259
Other taxes 2,313 2,183 2,177
--------- --------- ---------
97,974 86,966 92,340
--------- --------- ---------
Operating Income 30,504 29,159 30,912
--------- --------- ---------
Other Income/(Deductions),
net of income taxes:
Allowance for equity funds used
during construction 144 106 21
Equity in partnership earnings 2,037 1,032 868
Other income/(deductions) 248 (872) (1,007)
Nonrecurring items 892 3,624 -
Income taxes (1,115) (1,839) (113)
--------- --------- ---------
2,206 2,051 (231)
--------- --------- ---------
Interest and Debt Expense, net:
Interest on long-term debt 11,825 12,158 10,997
Other interest 1,585 1,650 1,573
Allowance for borrowed funds used
during construction (96) (70) (14)
Amortization of debt expense 401 453 422
--------- --------- ---------
13,715 14,191 12,978
--------- --------- ---------
Net Income 18,995 17,019 17,703
Less-Dividends on Preferred Stock 63 62 66
--------- --------- ---------
Net Income Applicable to Common Stock $ 18,932 $ 16,957 $ 17,637
========= ========= =========
</TABLE>
The accompanying notes are an integral part of these consolidated
financial statements.
<PAGE>
<TABLE>
<CAPTION>
Consolidated Statements of Income (Concluded)
For the Years Ended September 30, 1996, 1995 and 1994
(Thousands of Dollars Except for Per Share Data)
<S> <C> <C> <C>
1996 1995 1994
---- ---- ----
Net Income Applicable to Common Stock $ 18,932 $ 16,957 $ 17,637
========= ========= =========
Average Common Shares Outstanding
During the Period 10,146,932 9,926,980 9,539,695
========== ========= =========
Income Per Average Share of
Common Stock $ 1.87 $ 1.71 $ 1.85
========= ========= =========
Dividend Per Share of Common Stock $ 1.50 $ 1.48 $ 1.48
========= ========= =========
</TABLE>
The accompanying notes are an integral part of these consolidated
financial statements.
<PAGE>
<TABLE>
<CAPTION>
Consolidated Statements of Cash Flows
For the Years Ended September 30, 1996, 1995 and 1994
(Thousands of Dollars)
<S> <C> <C> <C>
1996 1995 1994
---- ---- ----
Cash Flows from Operations: $ 39,175 $ 53,415 $ 25,708
-------- -------- --------
Cash Flows from Investing Activities:
Capital expenditures (24,281) (26,839) (27,859)
Other investing activities (1,338) (395) (2,669)
-------- -------- --------
Net cash used in investing activities (25,619) (27,234) (30,528)
-------- -------- --------
Cash Flows from Financing Activities:
Dividends paid (15,491) (14,761) (14,184)
Issuance of common stock 15,557 8,474 -
Other stock activity, net (38) (5) (763)
Issuance of long-term debt - - 20,000
Principal retired on long-term debt (3,911) (3,673) (4,653)
Short-term debt (4,200) (14,300) 4,000
-------- -------- --------
Net cash provided (used) by
financing activities (8,083) (24,265) 4,400
-------- -------- --------
Increase (Decrease) in Cash and
Cash Equivalents 5,473 1,916 (420)
Cash and Cash Equivalents at
Beginning of Year 3,042 1,126 1,546
-------- -------- --------
Cash and Cash Equivalents at
End of Year $ 8,515 $ 3,042 $ 1,126
======== ======== ========
</TABLE>
The accompanying notes are an integral part of these consolidated
financial statements.
<PAGE>
<TABLE>
<CAPTION>
Consolidated Statements of Cash Flows (Concluded)
For the Years Ended September 30, 1996, 1995 and 1994
(Thousands of Dollars)
<S> <C> <C> <C>
1996 1995 1994
---- ---- ----
Schedule Reconciling Earnings to
Cash Flows from Operations:
Income $ 18,995 $ 17,019 $ 17,703
-------- -------- --------
Adjustments to reconcile income
to net cash:
Depreciation and amortization 17,909 17,216 16,296
Provision for uncollectible
accounts 4,600 4,886 6,582
Deferred income taxes, net 1,886 897 8,538
Equity in partnership earnings (2,037) (1,032) (868)
Cash distributions received from
investments 2,061 336 492
Changes in assets and liabilities:
Accounts receivable (1,640) (5,571) (9,047)
Accrued utility revenue 913 (1,379) 918
Inventories (1,457) 3,815 2,087
Purchased gas costs 3,712 6,069 (7,527)
Prepaid expenses (4,825) 4,012 (6,728)
Accounts payable and accrued expenses (5,902) 7,671 (927)
Other assets/liabilities 4,960 (524) (1,811)
-------- -------- --------
Total adjustments 20,180 36,396 8,005
-------- -------- --------
Net cash provided by
operations $ 39,175 $ 53,415 $ 25,708
======== ======== ========
Supplemental Disclosures of Cash Flow
Information:
Cash Paid During the Year for:
Interest $ 12,193 $ 12,446 $ 11,291
======== ======== ========
Income taxes $ 17,633 $ 8,967 $ 9,972
======== ======== ========
</TABLE>
The accompanying notes are an integral part of these consolidated
financial statements.
<PAGE>
<TABLE>
<CAPTION>
Consolidated Statements of Capitalization
September 30, 1996 and 1995
(Thousands of Dollars)
<S> <C> <C>
1996 1995
---- ----
Common Stock Equity:
Common stock, $3.125 par value, authorized
20,000,000 shares, issued 10,634,496 shares
in 1996 and 9,934,496 shares in 1995,
outstanding 10,620,439 shares in 1996 and
9,931,279 shares in 1995 $ 33,233 $ 31,045
Capital in excess of par value 87,387 74,018
Retained earnings 49,026 45,522
-------- --------
169,646 150,585
-------- --------
Less: Unearned compensation - restricted
stock awards (312) (371)
Treasury stock, 14,057 shares in 1996 and
3,217 shares in 1995 (452) (103)
-------- --------
168,882 150,111
-------- --------
Preferred Stock, Not Subject to Mandatory
Redemption:
$3.125 par value, 8%, noncallable, authorized
913,832 shares in 1996 and 915,204 shares
in 1995, issued and outstanding 138,360 shares
in 1996 and 139,732 shares in 1995, entitled to
preference on liquidation at $6.25 per share 432 437
$100 par value, callable, authorized 9,999,631
shares in 1996 and 9,999,634 shares in 1995
6% Series B, issued and outstanding 4,667
shares in 1996 and 4,670 shares in 1995 467 467
-------- --------
899 904
-------- --------
Long-Term Debt:
First Mortgage Bonds -
8.8% to 9.16%, due 2001 to 2004 28,000 30,000
Industrial Revenue Demand Bonds -
1986 and 1988 series,
weighted average interest rate of
3.589% in 1996 and 3.857% in 1995, due 2006 12,100 12,800
First Mortgage Notes -
10.5%, due 2010 999 1,030
Secured Notes -
9.32%, due 1999 10 -
6.89%, due 2010 13,510 14,075
Secured Term Note, 10.72%, due 1997 781 1,406
Unsecured Medium Term Notes -
6.48%, due 1997 10,000 10,000
7.61% to 7.82%, due 2002 to 2004 20,000 20,000
6.85% to 8.12%, due 2012 to 2014 30,000 30,000
8.96% to 9.1%, due 2016 to 2017 30,000 30,000
8.49%, due 2024 5,000 5,000
Less - Current Maturities (13,968) (3,921)
-------- --------
136,432 150,390
-------- --------
$306,213 $301,405
======== ========
</TABLE>
The accompanying notes are an integral part of these consolidated
financial statements.
<PAGE>
<TABLE>
<CAPTION>
Consolidated Statements of Common Stock Equity
For the Years Ended September 30, 1996, 1995 and 1994
(Thousands of Dollars Except for Share Data)
<S> <C> <C> <C> <C> <C> <C>
Common Stock
-------------------- Capital in
Number of Par Excess of Treasury Unearned Retained
Shares Value Par Value Stock Compensation Earnings
---------- ------- ---------- -------- ------------ ---------
Balance at September 30,
1993 9,542,296 $29,820 $66,915 $ - $ (157) $39,744
Net income after
preferred dividends - - - - - 17,637
Purchase of restricted
stock awards - - - - (728) -
Amortization and
adjustment of
restricted shares (3,217) - (258) (103) 728 -
Dividends - - - - - (14,117)
---------- ------- ------- ------ ------ --------
Balance at September 30,
1994 9,539,079 29,820 66,657 (103) (157) 43,264
Public offering 392,200 1,225 7,249 - - -
Net income after
preferred dividends - - - - - 16,957
Amortization and
adjustment of
restricted shares - - 112 - (214) -
Dividends - - - - - (14,699)
---------- ------- ------- ------ ------ --------
Balance at September 30,
1995 9,931,279 31,045 74,018 (103) (371) 45,522
Public offering 700,000 2,188 13,369 - - -
Net income after
preferred dividends - - - - - 18,932
Purchase of restricted
stock awards - - - - (33) -
Amortization and
adjustment of
restricted shares (10,840) - - (349) 92 -
Dividends - - - - - (15,428)
---------- ------- ------- ------ ------ --------
Balance at September 30,
1996 10,620,439 $33,233 $87,387 $ (452) $ (312) $49,026
========== ======= ======= ====== ====== ========
</TABLE>
The accompanying notes are an integral part of these consolidated
financial statements.
<PAGE>
NOTES TO FINANCIAL STATEMENTS
(In thousands of dollars, except per share amounts)
September 30, 1996
1. Summary of Significant Accounting Policies:
Principles of consolidation-
The consolidated financial statements represent the Connecticut Natural Gas
Corporation ("the Company"), including its wholly-owned unregulated
subsidiaries: The Energy Network, Inc. ("TEN"), formerly Energy Networks,
Inc., and CNG Realty Corp. ("CNGR"). All significant intercompany
transactions and accounts have been eliminated in consolidation. Certain
prior year amounts have been reclassified to conform with current year
presentations.
Use of estimates-
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
Revenues-
Revenues are recorded based on the amount of product delivered to customers
through the end of the accounting period. Regulated gas operations
revenues are based on rates authorized by the Connecticut Department of
Public Utility Control ("DPUC").
The Company is required to provide service to residential customers within
its defined service territory and is precluded by the DPUC from
discontinuing service to hardship residential customers during a winter
moratorium period (November - April).
In compliance with Connecticut law, the Company has an accounts receivable
forgiveness program for qualified hardship natural gas customers. The
total payments made by these customers and the energy assistance funds
received on their behalf are matched by the Company. Amounts matched are
deferred and recovered from ratepayers in a future period, in accordance
with DPUC treatment as outlined in the Company's October 1995 rate decision
(See Note 2). At September 30, 1996 and 1995, deferred balances of $2,300
and $7,500, respectively, are included in other assets pending future
amortization and recovery from ratepayers.
Purchased gas costs-
The Company passes on to its firm customers increases or decreases in gas
costs from those reflected in its tariff charges. In accordance with this
procedure, any current under or over-recoveries of gas costs are charged or
credited to the cost of gas and included in current assets or liabilities.
Such amounts are collected or refunded in subsequent periods under
<PAGE>
NOTES TO FINANCIAL STATEMENTS (Continued)
(In thousands of dollars, except per share amounts)
purchased gas adjustment provisions ("PGA"). During fiscal 1996, the DPUC
initiated a review of the need to continue to utilize the PGA mechanism for
all Connecticut natural gas distribution companies (See Note 2).
Allowance for funds used during construction-
In the ordinary course of business an allowance for funds used during
construction ("AFUDC") is calculated on the construction of physical assets
which exceed a minimum cost threshold and are constructed over an extended
period of time.
AFUDC is computed based on the weighted average cost of capital used to
determine the rates charged to customers, as allowed by the DPUC in the
October 1995, rate decision, for the regulated operations, and at current
borrowing rates for the unregulated operations.
Plant-
Plant is stated at original cost, which includes indirect costs consisting
of payroll taxes, pension and other employee benefit costs, general and
administrative costs, and, for certain long-term construction projects,
AFUDC.
Substantially all of the plant of the regulated operations is subject to
the lien of the Indenture of Mortgage and Deed of Trust securing its First
Mortgage Bonds. Most properties of the unregulated operations are also
subject to the liens associated with their term loans or letters of credit
(See Notes 7 and 8).
During the fourth quarter of fiscal 1996 TEN sold land and a building
situated thereon. This resulted in a nonrecurring net gain of $515 or $.05
per share.
Depreciation-
The Company and its subsidiaries, except CNGR, provide depreciation on a
straight-line basis. The composite rates applied by the regulated
operations are 4.1% in 1996 and 4.2% in 1995 and 1994, as approved by the
DPUC. The operating and administrative center, owned by CNGR, is being
depreciated under a DPUC approved sinking fund method through 2010.
The average depreciation rates for unregulated depreciable plant were 3.8%
in 1996, 3.7% in 1995 and 3.3% in 1994.
Cash and cash equivalents-
Cash in excess of daily requirements is invested in short-term interest
bearing securities with maturities of three months or less.
<PAGE>
NOTES TO FINANCIAL STATEMENTS (Continued)
(In thousands of dollars, except per share amounts)
Investments-
In April 1996 the Company acquired an additional 2.47% ownership interest
in the Iroquois Gas Transmission System Partnership ("Iroquois") for
approximately $5,200. The Company's 4.87% investment in Iroquois, which is
held by TEN's wholly-owned subsidiary, TEN Transmission Company, amounted
to $8,884 at September 30, 1996. Iroquois owns and operates a natural gas
pipeline which transports Canadian natural gas into New York State,
Massachusetts and Connecticut. Iroquois has been the subject of legal
proceedings since 1992. These proceedings were settled in 1996 (See Note
10, "Legal Proceedings").
At September 30, 1996 the Company has an approximately $126 investment in
KBC Energy Services of New England ("KBC"), a joint venture partnership
with Bay State Gas Company and Koch Gas Services Company. KBC markets
natural gas supplies, other energy sources and energy management related
services on an unregulated basis to commercial and industrial end users,
primarily in New England. During fiscal 1996, the Company sold gas to KBC
which, in total, was not material to the financial statements.
The Company also has a $921 (50% ownership) investment in the Downtown
Cogeneration Associates Limited Partnership ("DCA") which owns and operates
a cogeneration facility in Hartford, Connecticut. All of the Company's
investments are accounted for on the equity method of accounting.
Inventories-
Gas inventories are stated at their weighted average cost. Other
inventories are accounted for using the first-in, first-out or average cost
method.
Accounting for the effects of regulation-
The Company's natural gas distribution business is subject to regulation by
the DPUC. The Company prepares its financial statements in accordance with
the provisions of Statement of Financial Accounting Standards No. 71,
"Accounting for the Effects of Certain Types of Regulation" ("SFAS No.
71"). SFAS No. 71 requires a cost-based, rate-regulated enterprise such as
the Company to reflect the impact of regulatory decisions in its financial
statements. In certain circumstances, SFAS No. 71 requires that certain
costs and/or obligations (such as incurred costs not currently recovered
through rates, but expected to be so recovered in the future) be reflected
in a deferred account in the balance sheet and not be reflected in the
statement of income until matching revenues and/or expenses are recognized.
The Company records regulatory assets and liabilities based on prior rate
orders issued by the DPUC, which provide a mechanism for recovery in
regulated rates, or on historical rate treatment, which provides evidence
as to the probability of future rate recovery.
In the application of SFAS No. 71, the Company follows accounting policies
that reflect the impact of the rate treatment of certain events or
transactions that are permitted to differ from generally accepted
accounting principles. The most significant of these policies include the
recording of an unfunded deferred income tax liability, with a
<PAGE>
NOTES TO FINANCIAL STATEMENTS (Continued)
(In thousands of dollars, except per share amounts)
corresponding unrecovered receivable, for temporary differences previously
flowed through to ratepayers, regulated assets pending future recovery,
regulated assets recovered over time as directed by the DPUC and the method
of depreciation utilized for certain property. The DPUC permits recovery
of depreciation on the operating and administrative center, owned by CNGR,
under a DPUC-approved sinking fund method through 2010. The overall impact
of annual depreciation expense under this method, versus straight line
depreciation recovery, is not material to the overall statements of income.
It is the Company's policy to continually assess the recoverability of
costs recognized as regulatory assets and the Company's ability to continue
to account for its activities in accordance with SFAS No. 71, based on each
regulatory action and the criteria set forth in SFAS No. 71. Based on
current regulation and recent DPUC decisions, the Company believes that its
use of regulatory accounting is appropriate and in accordance with the
provisions of SFAS No. 71.
The Company's Consolidated Balance Sheets at September 30, 1996 and 1995
contain the following amounts solely as a result of the application of SFAS
No. 71:
<TABLE>
<S> <C> <C>
Assets/(Liabilities) 1996 1995
-------------------- ---- ----
Unrecovered Future Taxes $ 44,812 $ 51,634
Deferred Income Taxes 2,897 1,224
Recoverable Transition Costs 2,858 4,636
Other Postretirement Benefits 2,654 2,116
Hardship Arrearage Forgiveness 2,331 7,536
Other Deferred Charges 1,554 3,821
Revenue Sharing Mechanisms (2,349) (1,582)
Refundable Taxes (3,445) (3,365)
Pipeline Refunds, Surcharges and Interest (4,518) (10,461)
Deferred Gas Costs (6,002) (1,995)
--------- ---------
$ 40,792 $ 53,564
========= =========
</TABLE>
New accounting standards-
In March 1995 the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 121, "Accounting for the
Impairment of Long-Lived Assets and Long-Lived Assets to be Disposed Of"
("SFAS No. 121"). This statement requires that long-lived assets be
reviewed for impairment whenever events indicate that the carrying amount
of any asset may not be recoverable. Adoption of SFAS No. 121 is required
in fiscal 1997. However, based upon current analyses and assumptions, the
Company does not expect that the adoption will have a material impact on
its financial condition or results of operations.
<PAGE>
NOTES TO FINANCIAL STATEMENTS (continued)
In thousands of dollars, except per share amounts)
2. Rate Proceedings:
During fiscal 1996, the DPUC initiated a review of the need to continue PGA
accounting for gas costs for all Connecticut natural gas distribution
companies ("LDCs") (See Note 1, "Purchased Gas Costs"). The review is an
on-going evaluation process to determine whether PGA accounting should be
discontinued or modified. The review was prompted by the deregulation at
the LDCs level and the offering of unbundled services that began in fiscal
1996. The LDCs have contended at the DPUC that the PGA should not be
eliminated, because the market price of gas has not stabilized and is not
likely to remain stable. A DPUC decision is expected by the second quarter
of fiscal 1997. Management cannot predict the outcome of this proceeding
and, as such, cannot predict the impact, if any, to future results of
operations and financial condition.
In October 1995 the DPUC issued a decision which allowed the Company to
increase its rates $8,900 or 3.64%. This decision allowed a rate of return
on equity of 10.76% and provided for recovery of all significant items
deferred on the balance sheet pending recovery at September 30, 1994.
Rates were effective for service rendered on or after October 13, 1995. As
part of this decision, the DPUC also approved the Company's Firm
Transportation rates for Commercial and Industrial Customers, effective
April 1, 1996. (See Management's Discussion and Analysis, "Competitive
Environment")
3. Pension and Employee Benefit Plans:
The Company has noncontributory retirement plans ("Plans") covering
substantially all employees. Pension benefits are based on years of
credited service and employees' average annual earnings, as defined in the
Plans. The Company's funding policy is to contribute, annually, an amount
at least equal to that which will satisfy the minimum funding requirements
of the Employee Retirement Income Security Act.
The assumptions used in determining the pension obligations were:
<TABLE>
<S> <C> <C> <C>
1996 1995 1994
---- ---- ----
Weighted Average Discount Rate ......... 8.25% 8.25% 8.25%
Rate of Increase in Future Compensation Levels
.............................. 4.40% 4.50% 5.00%
Expected Long-term Rate of Return on Assets
.............................. 8.75% 8.95% 8.95%
</TABLE>
<PAGE>
NOTES TO FINANCIAL STATEMENTS (continued)
In thousands of dollars, except per share amounts)
The following table represents the Plans' funded status and amounts
included in the balance sheets at September 30, 1996 and 1995:
<TABLE>
<S> <C> <C>
1996 1995
---- ----
Actuarial present value of benefit obligations:
Accumulated benefit obligation, including vested
benefits of $65,411 in 1996 and of $63,321 in
1995 $ 67,900 $ 65,888
======== ========
Projected benefit obligation for service rendered
to date $ 79,645 $ 77,371
Assets at fair value, primarily publicly traded stocks
and bonds 97,697 89,740
-------- --------
Value of assets over the projected benefit obligation
18,052 12,369
Unrecognized net gain from past experience different
from that assumed (18,421) (11,896)
Prior service cost not yet recognized in net periodic
pension cost 981 1,097
Unrecognized net asset at January 1, 1986 being
recognized over 15 years (1,398) (1,704)
-------- --------
Accrued pension liability $ (786) $ (134)
======== ========
</TABLE>
Net pension costs included in the statements of income for the years ending
September 30, include the following components:
<TABLE>
<S> <C> <C> <C>
1996 1995 1994
---- ---- ----
Service cost $ 2,095 $ 2,059 $ 2,021
Interest cost 6,183 6,056 5,469
Return on plan assets (11,503) (12,474) (2,597)
Net amortization and deferral 3,653 4,919 (4,784)
-------- -------- --------
Net cost $ 428 $ 560 $ 109
======== ======== ========
</TABLE>
The Company also provides its officers with a supplemental retirement plan.
The actuarially determined accumulated benefit obligation was approximately
$3,685 at September 30, 1996 and $3,900 at September 30, 1995. The cost of
this plan is being accrued over the service lives of the individual
officers. Net expense related to this plan was $540 for 1996, $607 for
1995 and $505 for 1994. The Company contributes to a trust to fund the
liability for these supplemental retirement plan benefits. The trust
balance included in other assets at September 30, 1996 and 1995 was $3,708
and $2,922, respectively.
<PAGE>
NOTES TO FINANCIAL STATEMENTS (Continued)
(In thousands of dollars, except per share amounts)
In September 1996 the Company announced an early retirement program for
union employees which resulted in the reduction of approximately 1.5% of
the total workforce through voluntary early retirement. The approximately
$400 cost of this program included pension enhancements and other benefits
and was fully accrued by the Company in the fourth quarter of fiscal 1996.
In August 1994 the Company announced an early retirement program for
nonunion employees which resulted in the reduction of approximately 3% of
the total workforce through voluntary early retirement. The cost of this
program of $1,341 included pension enhancements and other benefits and was
fully recognized by the Company in the fourth quarter of fiscal 1994.
In fiscal 1995 the Company adopted Statement of Financial Accounting
Standards No. 112, "Employers' Accounting for Postemployment Benefits"
("SFAS No. 112") on a prospective basis. This statement requires employers
to record any obligation which exists to provide certain benefits to former
or inactive employees after employment but before retirement. The effect
on the Company's financial condition and results of operations of adopting
SFAS No. 112 was not material.
4. Postretirement Benefits Other Than Pensions:
The Company provides certain health care and life insurance benefits
through a benefit plan to retired employees. These benefits are available
for employees leaving the Company who are otherwise eligible to retire and
have met specific service requirements. The Company accounts for these
costs under Statement of Financial Accounting Standards No. 106,
"Employers' Accounting for Postretirement Benefits Other Than Pensions"
("SFAS No. 106") on a prospective basis. SFAS No. 106 requires the
expected cost of postretirement benefits, primarily health care and life
insurance benefits, to be charged to expense during the years that eligible
employees render service.
In fiscal 1994, the Company adopted SFAS No. 106 and began amortizing its
postretirement accumulated benefit obligation over a twenty-year period.
Total health care and life insurance costs under SFAS No. 106 were $3,293
in 1996, $3,274 in 1995 and $2,931 in 1994. Actual costs charged to
expense were $2,755 in 1996, $2,143 in 1995 and $1,946 in 1994. The DPUC
has approved a five-year phase-in of SFAS No. 106 expenses with an allowed
annual recovery of $2,755 and deferral of additional SFAS No. 106 expenses
for future recovery. At September 30, 1996 and 1995 $2,654 and $2,116,
respectively, were deferred pending future amortization and recovery.
<PAGE>
NOTES TO FINANCIAL STATEMENTS (Continued)
(In thousands of dollars, except per share amounts)
The following table represents the plan's funded status reconciled to the
consolidated balance sheets at September 30, 1996 and 1995:
<TABLE>
<S> <C> <C>
1996 1995
---- ----
Accumulated postretirement benefit obligation of:
Retirees $ 18,577 $ 18,163
Fully eligible to retire active
employees 2,074 3,102
Active employees not eligible to retire 5,977 5,712
-------- --------
Total accumulated postretirement benefit obligation
26,628 26,977
Less: Market value of plan assets 5,695 5,910
-------- --------
Accumulated postretirement benefit obligation in
excess of plan assets 20,933 21,067
Unrecognized transition amount (16,616) (17,654)
Unrecognized net gain/(loss) (1,912) (3,670)
-------- --------
Accrued/(prepaid) postretirement benefit
obligation $ 2,405 $ (257)
======== ========
</TABLE>
The components of SFAS No. 106 health care and life insurance costs for the
fiscal years ended September 30, 1996, 1995 and 1994 are:
<TABLE>
<S> <C> <C> <C>
1996 1995 1994
---- ---- ----
Service cost $ 435 $ 398 $ 367
Interest cost 2,164 2,054 1,664
Return on plan assets (578) (290) (81)
Net amortization 1,272 1,112 981
-------- -------- --------
Net health care and life insurance costs
$ 3,293 $ 3,274 $ 2,931
======== ======== ========
</TABLE>
For measurement purposes annual rates of increase of 12% and 10% are
assumed for nonmedicare and medicare eligible retirees, respectively, in
the per capita cost of covered health care benefits. The rate is assumed
to decrease to 6% for both groups in 2003. The effect of increasing the
assumed health care cost trend rates by one percentage point in each year
would increase the accumulated postretirement benefit obligation as of
September 30, 1996 and 1995 by $1,530 and $1,483, respectively, and the
aggregate of the service and interest cost for the years ended September
30, 1996, 1995 and 1994 by $133, $134 and $130, respectively. The weighted
average discount rate used in determining the accumulated post retirement
benefit obligation was 8.25% in 1996, 1995 and 1994 and was determined by
analyzing the interest rates, as of September 30 of each year, of long-
term, high quality corporate debt securities having a duration comparable
to the plan. The expected long-term rate of return on plan assets was
7.50% in 1996 and 1995.
<PAGE>
NOTES TO FINANCIAL STATEMENTS (Continued)
(In thousands of dollars, except per share amounts)
The Company has established Employee Benefit Trusts ("VEBA") to pay current
retiree health care and life insurance benefits and to fund the Company's
retirement benefit liability. In fiscal 1996, 1995 and 1994 the Company
funded $2,896, $5,105 and $1,350, respectively, for SFAS No. 106 costs.
The VEBA balances are primarily invested in life insurance policies and
commingled fixed income and equity mutual funds.
5. Income Taxes:
The following is an analysis of the provision for federal and state income
taxes:
<TABLE>
<CAPTION>
September 30,
------------------------
<S> <C> <C> <C>
1996 1995 1994
---- ---- ----
Charged to operations:
Federal:
Current $9,842 $6,717 $ 3,822
Deferred 1,082 778 6,098
------- ------- -------
10,924 7,495 9,920
------- ------- -------
State:
Current 3,118 1,751 1,424
Deferred 543 405 2,230
------- ------- -------
3,661 2,156 3,654
------- ------- -------
Deferred investment tax credits (221) (221) (221)
------- ------- -------
Total charged to operations 14,364 9,430 13,353
------- ------- -------
Charged to other income/(deductions):
Federal:
Current 552 1,478 198
Deferred 232 (87) (118)
------- ------- -------
784 1,391 80
------- ------- -------
State:
Current 245 480 77
Deferred 86 (32) (44)
------- ------- -------
331 448 33
------- ------- -------
Total charged to other income/(deductions)
1,115 1,839 113
------- ------- -------
Total $15,479 $11,269 $13,466
======= ======= =======
</TABLE>
<PAGE>
NOTES TO FINANCIAL STATEMENTS (Continued)
(In thousands of dollars, except per share amounts)
Depreciation for federal income tax purposes is computed using accelerated
cost recovery methods and different lives as permitted under the Internal
Revenue Code ("Code"). The DPUC has allowed the Company to normalize taxes
on accelerated depreciation, as required under the Code, for depreciable
property additions made by the regulated operations subsequent to 1980.
For certain other temporary differences, tax reductions are accounted for
as a reduction of federal income tax expense in accordance with the flow-
through method of accounting as required by the DPUC. Under the
established ratemaking practices followed by the DPUC, deferred income
taxes not previously provided for will be collected in customer rates when
such taxes become payable.
Deferred income taxes result from temporary differences between the
financial statement carrying amounts and the tax basis of existing assets
and liabilities. Deferred income taxes are primarily a result of normalized
plant items and temporary differences related to gas costs. For the
regulated operations, deferred investment tax credits are amortized to
income over the average life of the related property. The unregulated
operations provide deferred taxes on all temporary differences, including
depreciation.
The tax effects of the temporary differences which result in the deferred
income taxes on the balance sheets at September 30, 1996 and 1995 are:
<TABLE>
<S> <C> <C>
1996 1995
---- ----
Property, Plant and Equipment $ 43,562 $ 40,192
Other, net (3,551) (2,207)
-------- --------
Deferred Income Taxes $ 40,011 $ 37,985
======== ========
</TABLE>
Effective October 1, 1993, the Company adopted Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes" ("SFAS No.
109"). In accordance with SFAS No. 109, under the caption "Refundable
Taxes" the balance sheet reflects refundable taxes to ratepayers for
reductions in the statutory federal income tax rate on normalized plant
related, temporary differences. The regulated operations also recognize
the cumulative deferred income taxes on temporary differences which were
previously flowed through to ratepayers. At September 30, 1996 and 1995
the Company had $44,812 and $51,634, respectively, on the balance sheets as
an unfunded deferred income tax liability, with a corresponding unrecovered
receivable, for temporary differences previously flowed through to
ratepayers. These amounts have been adjusted for the tax effect of future
revenue requirements and will be amortized over the life of the related
depreciable assets concurrent with their recovery in rates.
In October 1994 the Company received formal approval from the Internal
Revenue Service ("IRS") to deduct, for tax purposes, current as well as
certain previously incurred cost of removal expenses associated with
retirements of plant and equipment. During fiscal 1995 and 1994 the
Company recorded combined state and federal income tax benefits of $1,973
<PAGE>
NOTES TO FINANCIAL STATEMENTS (Continued)
(In thousands of dollars, except per share amounts)
and $444, respectively, related to prior years' cost of removal expenses
allowed by the IRS. The total current period combined state and federal
income tax benefits related to cost of removal that were recorded by the
Company were $609 in 1996, $368 in 1995 and $449 in 1994.
A reconciliation of the consolidated federal income tax expense, at the
statutory tax rate of 35%, to the reported consolidated federal income tax
expense is as follows:
<TABLE>
<S> <C> <C> <C>
1996 1995 1994
---- ---- ----
Consolidated statutory federal income tax expense $10,669 $ 8,989 $ 9,619
Change in consolidated federal income tax expense
resulting from:
Excess book over tax depreciation 1,724 1,456 1,797
Investment tax credits (221) (221) (221)
Bad debts 175 175 131
Tax reserves (500) 200 105
Computer software 175 (499) (899)
Cost of removal (507) (1,951) (744)
Nondeductible reserves (200) 397 (125)
Other 172 119 116
------- ------- -------
Consolidated reported federal income tax expense $11,487 $ 8,665 $ 9,779
======= ======= =======
</TABLE>
6. Capital Stock:
Common stock-
In June 1996 the Company sold 700,000 shares of its $3.125 Par Common Stock
at $23.25 per share. The Company received net proceeds of $15,557 which
were added to working capital and used by the regulated operations to fund
the current year's construction program and general operations.
In October 1994 the Company sold 392,200 shares of its $3.125 Par Common
Stock at $22.75 per share. The Company received net proceeds of $8,474
which were used by the regulated operations to retire existing short-term
borrowings.
Dividend reinvestment plan and employee savings plans-
The Company maintains a Dividend Reinvestment Plan ("DRIP") which provides
the Company's holders of common stock and preferred stock the opportunity
to receive shares of the Company's common stock in lieu of some or all of
their cash dividends. In addition, the Company has Employee Savings Plans
("ESP"), which are designed to encourage and assist employees to save and
invest for long-term financial security. The Company's common stock is one
of the investment options offered to employees under the ESP. At
<PAGE>
NOTES TO FINANCIAL STATEMENTS (Continued)
(In thousands of dollars, except per share amounts)
September 30, 1996, there were 796,085 shares of the Company's common stock
reserved for issuance under the DRIP and ESP. In the fiscal years ended
September 30, 1996, 1995 and 1994 the Company's contribution to the ESP on
behalf of employees was $965, $958 and $956, respectively.
Executive restricted stock plan-
In 1990 the Company adopted a restricted stock performance plan. The plan
terminates in the year 2000 and is authorized to issue up to 200,000
shares. On October 1, 1990 and October 1, 1993 key employees were granted
22,146 and 24,040 restricted shares of the Company's common stock under
this plan. Restrictions lapse and the shares vest over a three to five
year period beginning October 1, 1990, and 1993, respectively, as certain
performance goals are achieved. In October 1995 and 1994, 5,770 and 5,773,
respectively, of the restricted shares became fully vested and were awarded
to qualifying employees.
The market value of the shares awarded under this plan has been recorded as
unearned compensation and is a separate component of common equity. The
unearned compensation is being charged to expense over the vesting period
based on achievement of the performance criteria.
In fiscal 1995, the Company adopted the provisions of FASB Statement of
Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation." The impact of the adoption of this standard was not
significant to the results of operations or financial condition of the
Company.
Preferred stock-
The Company is prohibited from, among other things, paying dividends on
common stock and purchasing, redeeming or retiring common stock, if
dividends on preferred stock are in arrears.
The following table sets forth the changes in the number of shares
outstanding for each class of the Company's preferred stock not subject to
mandatory redemption, for the years ended September 30, 1996, 1995 and
1994, respectively:
<TABLE>
<S> <C> <C> <C>
1996 1995 1994
---- ---- ----
$3.125 par value (1,372) (1,748) (10,735)
======= ======= =======
$100 par value (3) (1) (9)
======= ======= =======
</TABLE>
<PAGE>
NOTES TO FINANCIAL STATEMENTS (Continued)
(In thousands of dollars, except per share amounts)
7. Long-term Debt:
The Company has various issues of first mortgage bonds and first mortgage
notes outstanding with maturities from 2001 to 2010. Under the most
restrictive terms of the indenture securing the bonds, retained earnings of
$46,800 are available for dividends at September 30, 1996. Dividends paid
on common and preferred stock in fiscal 1996 were $15,500. Sinking fund
requirements for outstanding bonds were paid in cash.
Long-term debt amounts which are due during each of the five years ending
September 30, 1997 through 2001, are as follows:
Sinking Fund Requirements and Maturities
----------------------------------------
Year Total
---- -------
1997 $13,968
1998 6,144
1999 6,136
2000 6,183
2001 6,343
-------
$38,774
=======
8. Short-term Borrowings and Lines of Credit:
The Company maintains a line of credit under a revolving credit agreement
with a large regional bank. Under this agreement the Company can borrow up
to $20,000 at a Eurodollar, Certificate of Deposit or Base Rate of interest
plus a variable margin. The initial expiration date was March 30, 1996,
with two optional one-year extensions. The Company exercised its option to
extend this agreement for one year at that time. There is a .1% facility
fee and a .075% commitment fee on the unused portion of the agreement. At
September 30, 1996, there were no borrowings outstanding under this
agreement.
The Company also maintains a one-year line of credit with a bank for
$9,000. The Company pays a 1/5 of 1% commitment fee on this line of
credit. The interest rate varies according to market conditions. This
line of credit expired on February 18, 1996 and was extended for one year
at that time. At September 30, 1996, there were no borrowings outstanding
under this line of credit.
In December 1994 TEN replaced a $5,000 unsecured line of credit with a bank
with an unsecured revolving credit agreement. Under this agreement TEN can
borrow up to $5,000 through December 15, 1997, with a 1/5 of 1% annual
facility fee on the line of credit. The interest rate is based upon the
Certificate of Deposit, Eurodollar or Cost of Funds rate plus a variable
margin and is determined at the time of each borrowing. At September 30,
1996 there were no borrowings outstanding under this arrangement.
<PAGE>
NOTES TO FINANCIAL STATEMENTS (Continued)
(In thousands of dollars, except per share amounts)
The Hartford Steam Company ("HSC"), a wholly-owned subsidiary of TEN,
maintains a secured line of credit with a bank. Under the terms of this
agreement HSC can borrow up to $5,000, through October 1997, with a 1/5 of
1% commitment fee on the unused portion of the available credit line. The
interest rate is based upon the Certificate of Deposit, Libor or money
market rate plus a variable margin, determined at the time of each
borrowing. At September 30, 1996, there were no borrowings outstanding
under this arrangement.
The weighted average interest rate on short-term borrowings outstanding was
5.84% at September 30, 1995. No short-term borrowings were outstanding at
September 30, 1996.
9. Fair Value of Financial Instruments:
The fair value amounts disclosed below have been reported to meet the
disclosure requirements of Statement of Financial Accounting Standards No.
107, "Disclosures About Fair Values of Financial Instruments" and are not
necessarily indicative of the amounts that the Company could realize in a
current market exchange.
The carrying amount of cash and cash equivalents; accounts receivable;
notes payable and commercial paper; accounts payable and accrued expenses;
and unrecovered or refundable purchased gas costs approximates fair value.
At September 30, 1996 and 1995 the fair value of the Company's long-term
debt, including current maturities, is estimated to be $155,108 and
$163,630, respectively. The fair value at year-end 1996 and 1995, of
$138,299 and $141,511 of fixed-rate long-term debt, based on the market
value of similar instruments, is estimated at $143,008 in 1996 and $150,830
in 1995. The carrying amount of the variable-rate long-term debt of
$12,100 in 1996 and $12,800 in 1995 approximates fair value.
The Company has committed to support 4.87% of a letter of credit for
Iroquois, equivalent to approximately $1,600 at September 30, 1996, which
approximates fair value. The letter of credit is used to satisfy
Iroquois's cash retention requirements with respect to agreements between
Iroquois and its lenders.
10. Commitments and Contingencies:
Construction expenditures-
Construction expenditures for the fiscal year ending September 30, 1997 are
estimated at $25,400 for the regulated operations.
The unregulated operations are subject to compliance with Clean Air Act
requirements. They expect to incur approximately $2,200 of capital
expenditures over the next two fiscal years to satisfy these requirements.
<PAGE>
NOTES TO FINANCIAL STATEMENTS (Continued)
(In thousands of dollars, except per share amounts)
Gas supply-
The Company is party to short-term and long-term contracts for the purchase
of natural gas and transportation and storage services.
FERC Order No. 636 transition costs-
The Company began to be billed for transition costs associated with Federal
Energy Regulatory Commission ("FERC") Order No. 636 from its pipeline
suppliers in June 1993. Through September 30, 1996 the Company has paid
and recovered from ratepayers $12,142 of an estimated $15,000 of transition
costs.
In the opinion of management the DPUC has allowed the Company a sufficient
number of recovery mechanisms to provide for the full recovery of all
transition costs. For this reason, management believes that these
transition costs will not have a material impact on the Company's financial
condition or results of operations. The unpaid estimated liability of
$2,858 at September 30, 1996 is included in Accounts Payable and Accrued
Expenses.
Steam supply-
The unregulated operations are party to long-term contracts for the
purchase of steam.
Through fiscal 1995 one of the unregulated operations' suppliers of steam
was a cogeneration facility located on the Company's premises and owned by
an unrelated third party, the Hacogen partnership ("Hacogen"). This
agreement was terminated, effective September 30, 1995, to the mutual
satisfaction of both parties. According to the terms of the negotiated
settlement, HSC received consideration of $9,519, representing the payment
of all past due amounts owed by Hacogen and certain additional amounts as a
result of the contract termination. The fiscal 1995 pretax, nonrecurring
income related to this settlement was $4,124.
In October 1995, HSC resumed producing more costly steam from its existing
boilers which are located on the Company's premises and are currently
providing adequate steam supply for customer requirements. During fiscal
1996, studies were undertaken to identify alternative and more competitive
sources and methods to service steam and chilled water customers.
Management is currently evaluating the results of the studies.
Letters of credit-
The Company is contingently liable under a letter of credit amounting to
$1,500 for workers' compensation claims. As a condition of its ownership
in the DCA, TEN is contingently liable under a letter of credit amounting
to $2,000. As a condition to its variable rate long-term debt, TEN holds a
long-term letter of credit amounting to the principal outstanding: $12,100
at September 30, 1996 and $12,800 at September 30, 1995.
<PAGE>
NOTES TO FINANCIAL STATEMENTS (Continued)
(In thousands of dollars, except per share amounts)
Environmental matters-
In the ordinary course of business, the Company may incur costs to clean up
environmental contaminants related to natural gas activity. In those
instances the Company expects that the remediation costs will be
recoverable in rates. In the opinion of management, any existing
environmental matters will not be significant to the future financial
condition or results of operations of the Company.
Leases-
The Company has entered into operating lease agreements for the use of
computer and office equipment. For fiscal 1996, 1995 and 1994 these lease
payments were $1,092, $1,561 and $1,553, respectively. Future lease
payments are not expected to change significantly from those shown above.
Legal proceedings-
In May 1996, Iroquois reached a settlement with State of New York and
Federal authorities regarding certain environmental allegations asserted by
them in 1992. The Company recognized the majority of its proportionate
share of the $24,000 settlement in fiscal 1995 and anticipates no further
material impact on its financial position or results of operations by
reason of this settlement. Iroquois is a partnership of which the Company
is a 4.87% owner (See Note 1).
In November 1995, certain Connecticut plumbers and HVAC contractors filed a
class action suit against the Company and the State's two other LDCs,
claiming that the LDCs engaged in unfair trade practices relating to
customer service work. The action alleged that the LDCs unfairly competed
with licensed plumbers and contractors by performing customer service work
using customer service employees who did not possess State trade licenses.
Previously, the LDCs have claimed that the work was performed under a
statutory exemption enacted in 1965 and amended in 1967. The Connecticut
courts have upheld an administrative ruling against the LDCs' position.
The plumbers and contractors are currently asserting claims for profits
which they allege were lost during prior years. There has not been any
settlement demand or any formal statement of alleged damages. As a result,
management cannot estimate the potential exposure related to these claims.
The Company is vigorously defending this matter.
The Company is not a party to any other litigation other than ordinary
routine litigation incident to the operations of the Company or its
subsidiaries. In the opinion of management, the resolution of such
litigation will not have a material adverse effect on the Company's
financial condition or results of operations.
<PAGE>
NOTES TO FINANCIAL STATEMENTS (Continued)
(In thousands of dollars, except per share amounts)
11. Segment Information:
The Company operates in two segments: gas related activities and
unregulated activities. Gas related activities consist primarily of
natural gas distribution to residential, commercial and industrial
customers. Unregulated activities consist primarily of district heating
and cooling services.
Intersegment sales are priced in accordance with terms of existing tariffs
and contracts. Information about the Company's operations, by business
segment, is presented below:
<TABLE>
<S> <C> <C> <C>
1996 1995 1994
-------- -------- --------
Revenues:
Gas related activities $297,016 $255,680 $269,433
Unregulated activities 23,628 22,306 24,298
Intersegment revenues (5,281) (2,801) (3,069)
-------- -------- --------
Total $315,363 $275,185 $290,662
======== ======== ========
Pre-Tax Operating Income:
Gas related activities $ 41,130 $ 33,309 $ 37,636
Unregulated activities 3,739 5,280 6,629
-------- -------- --------
Total 44,869 38,589 44,265
Income taxes 14,365 9,430 13,353
-------- -------- --------
Consolidated Operating Income $ 30,504 $ 29,159 $ 30,912
======== ======== ========
Depreciation and Amortization:
Gas related activities $ 15,399 $ 14,655 $ 13,481
Unregulated activities 2,366 2,322 2,026
-------- -------- --------
Total $ 17,765 $ 16,977 $ 15,507
======== ======== ========
Property Additions:
Gas related activities $ 23,894 $ 25,311 $ 25,352
Unregulated activities 387 1,528 2,507
-------- -------- --------
Total $ 24,281 $ 26,839 $ 27,859
======== ======== ========
Identifiable Assets:
Gas related activities $404,210 $400,064 $394,229
Unregulated activities 62,769 64,975 64,325
-------- -------- --------
Consolidated Identifiable Assets
$466,979 $465,039 $458,554
======== ======== ========
</TABLE>
12. Proposed Holding Company:
In November 1996 the Company announced its intention to reorganize under a
holding company structure. Under the proposed restructuring, CTG Resources
Inc. ("CTG") would become the holding company for the regulated and
<PAGE>
NOTES TO FINANCIAL STATEMENTS (Concluded)
(In thousands of dollars, except per share amounts)
unregulated businesses. Management believes that the proposed
restructuring offers the best means of providing the Company with the
increased flexibility to compete in the rapidly changing deregulated energy
marketplace. Management intends to effect the restructuring in fiscal
1997, after receiving appropriate shareholder and DPUC approvals.
13. Quarterly Results (Unaudited):
The following table sets forth information with respect to the consolidated
quarterly results of operations for the fiscal years 1996 and 1995. The
amounts are unaudited but, in the opinion of management, present fairly the
results of operations.
The quarterly results of operations reflect the seasonal nature of the
Company's operations. The results of any one quarter during the year are
not indicative of the results of future quarters or the results of the
Company's fiscal year.
<TABLE>
<CAPTION>
Consolidated Results of Operations
----------------------------------
<S> <C> <C> <C> <C>
--------------------------------------------------------------------------------------------
December 31, March 31, June 30, September 30,
Quarter Ended 1995 1996 1996 1996
--------------------------------------------------------------------------------------------
Operating Revenues $ 90,462 $130,606 $ 53,954 $ 40,341
Operating Income $ 11,367 $ 17,233 $ 2,407 $ (503)
Net Income (Loss) $ 8,174 $ 13,888 $ (562) $ (2,505)
Net Income (Loss) Per
Common Share* $ .82 $ 1.40 $ (.06) $ (.24)
--------------------------------------------------------------------------------------------
December 31, March 31, June 30, September 30,
Quarter Ended 1994 1995 1995 1995
--------------------------------------------------------------------------------------------
Operating Revenues $ 76,531 $105,540 $ 50,147 $ 42,967
Operating Income $ 9,377 $ 16,658 $ 2,790 $ 334
Net Income (Loss) $ 6,084 $ 12,924 $ (625) $ (1,364)
Net Income (Loss) Per Common
Share* $ .61 $ 1.30 $ (.06) $ (.14)
</TABLE>
* The sum of quarterly earnings per share does not equal annual earnings
per share as reported on the statements of income because of quarterly
changes in weighted average shares outstanding due to issue of common stock
during the year.
<PAGE>
ITEM 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
------------------------------------------------------------
There have been no disagreements required to be disclosed under this item.
<PAGE>
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
-----------------------------------------------------------
The information required by this item regarding directors of the
registrant and the disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is contained in the section entitled "Biographical
Information" in the Company's prospectus/proxy statement for its
February 1997 Annual Meeting, which the Company files with the
Securities and Exchange Commission pursuant to Regulation 14A of the
Securities Exchange Act of 1934. This information is hereby
incorporated by reference. The information required by this item
regarding executive officers of the registrant is included in Part I
hereof.
ITEM 11. EXECUTIVE COMPENSATION
-------------------------------
The information required by this item is contained in the sections
entitled "Compensation of Directors","Compensation Committee Report on
Executive Compensation", "Compensation Committee Interlocks and Insider
Participation", "Summary Executive Compensation", "Change of Control
Agreements", "Severance Agreement", "Long Term Incentive Plan",
"Retirement Plans" and "Corporate Performance Graph" in the Company's
prospectus/proxy statement for its February 1997 Annual Meeting, which
the Company files with the Securities and Exchange Commission pursuant
to Regulation 14A. This information is hereby incorporated by
reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
-----------------------------------------------------------------------
The information required by this item is contained in the section
entitled "Ownership of Company Stock" in the Company's propectus/proxy
statement for its February 1997 Annual Meeting, which the Company files
with the Securities and Exchange Commission pursuant to Regulation 14A.
This information is hereby incorporated by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
-------------------------------------------------------
The information required by this item is contained in the section
entitled "Certain Relationships and Related Transactions" in the
Company's propectus/proxy statement for its February 1997 Annual
Meeting, which the Company files with the Securities and Exchange
Commission pursuant to Regulation 14A. This information is hereby
incorporated by reference.
<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
-------------------------------------------------------------------------
(a) 1. Financial Statements:
--------------------
The consolidated balance sheets, statements of income, statements of
cash flows, statements of capitalization and statements of common
stock equity, together with the notes to the financial statements
and report thereon of Arthur Andersen LLP dated November 4, 1996,
are included in Part II, Item 8 herein.
2. Financial Statement Schedules:
-----------------------------
The following financial statement schedules included herein under
Item 14(d) are filed as part of this report. Schedules I, III, IV,
and V are not submitted because they are not applicable or the
information required to be included therein is contained in the
financial statements and footnotes.
II Valuation and Qualifying Accounts and Reserves for the fiscal
years ended September 30, 1996, 1995 and 1994
Individual financial statements for the Company have been omitted as
not being required since -
1. Consolidated statements of the Company and one or more of its
subsidiaries are filed; and
2. The Company's total assets, exclusive of investments in and
advances to its consolidated subsidiaries, constitute 75
percent or more of the total assets shown by the most recent
year-end consolidated balance sheet filed and the Company's
total gross revenues, exclusive of interest and dividends
received, or its equity in the income of the consolidated
subsidiaries, for the most recent period for which an income
statement is filed, constitute 75 percent or more of the
total gross revenues shown by the consolidated income
statement filed.
3. Exhibits
--------
Exhibit
Number
------------
3 Articles of Incorporation and By-Laws
(i) Charter of the Company and all Amendments thereto
(ii) By-Laws of the Company, as amended, filed as Exhibit No.
3(ii) to the Company's Annual Report on Form 10-K for the
fiscal year ended September 30, 1994, filed with the
Commission December 27, 1994 (Commission File No. 1-7727)
<PAGE>
(a) 3. Exhibits (continued)
--------
Exhibit
Number
------------
4 Instruments Defining Rights of Security Holders, Including Indentures
(i) Indenture of Mortgage and Deed of Trust between The Hartford
Gas Company and The First National Bank of Hartford, Trustee
dated February 1, 1947, filed as Exhibit No. 2.2 to the
Company's Registration Statement on Form S-7 filed with the
Commission on December 8, 1970 (Commission File No. 2-38993)
(ii) In addition to the Indenture of Mortgage and Deed of Trust
referred to in 4(i) above, there have been sixteen
supplemental indentures thereto, all of which have been filed
with the Commission as follows:
(a) Supplemental indentures 1-9 filed as Exhibit No. 2.2 to
the Company's Registration Statement on Form S-7 filed
with the Commission on December 8, 1970 (Commission File
No. 2-38993)
(b) Tenth Supplemental Indenture filed as Exhibit No. 2.3 to
the Company's Registration Statement on Form S-7 filed
with the Commission on March 3, 1972 (Commission File
No. 2-43286)
(c) Eleventh Supplemental Indenture filed as Exhibit No. V
to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1974, filed with the
Commission in March, 1975 (Commission File No. 1-7727)
(d) Twelfth Supplemental Indenture filed as Exhibit No. 4(h)
to the Company's Registration Statement on Form S-7
filed with the Commission on December 23, 1981
(Commission File No. 2-75457)
(e) Thirteenth Supplemental Indenture filed as Exhibit No. 4
to the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1982, filed with the Commission
in August, 1982 (Commission File No. 1-7727)
(f) Fourteenth Supplemental Indenture filed as Exhibit No.
4(iii) to the Company's Current Report on Form 8-K,
dated August 28, 1986, filed with the Commission in
September, 1986 (Commission File No. 1-7727)
(g) Fifteenth Supplemental Indenture filed as Exhibit No.
4(iii) to the Company's Current Report on Form 8-K,
dated December 8, 1987, filed with the Commission in
December, 1987 (Commission File No. 1-7727)
(h) Sixteenth Supplemental Indenture filed as Exhibit No.
4(ii)(h) to the Company's Quarterly Report on Form 10-Q
for the quarter ended September 30, 1989, filed with the
Commission in November, 1989 (Commission File No. 1-
7727)
9 Voting Trust Agreement
Not applicable
<PAGE>
(a) 3. Exhibits (continued)
--------
Exhibit
Number
------------
10 Material Contracts
(i) Underground storage service agreement (rate schedule SS-1)
between the Company and PYEC, filed as Exhibit No. 10(vii) to
the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1981, filed with the Commission on March
30, 1982 (Commission File No. 1-7727)
(ii) 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)
(iii) 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)
(iv) 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)
(v) 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)
(vi) 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)
(vii) 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)
(viii) Partial Release of Mortgage agreement, dated March 1, 1989,
to the Open-End Mortgage and Security Agreement between The
Hartford Steam Company and The Connecticut National Bank,
dated March 1, 1983 (filed as Exhibit No. 10(xxii) to the
Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1986, filed with the Commission on March
31, 1987 (Commission File No. 1-7727)), filed as Exhibit No.
10(xxvi) to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1989, filed with the
Commission on March 28, 1990 (Commission File No. 1-7727)
<PAGE>
(a) 3. Exhibits (continued)
--------
Exhibit
Number
------------
10 (ix) 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)
(x) 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)
(xi) 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)
(xii) 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)
(xiii) 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)
(xiv) First Amendment, dated January 1, 1990, to the Gas Sales
Agreement between the Company and Boundary Gas, Inc., dated
September 14, 1987 (filed as Exhibit No. 10(xxv) to the
Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1987, filed with the Commission on March
29, 1988 (Commission File No. 1-7727)), filed as Exhibit
10(xxxii) to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1989, filed with the
Commission on March 28, 1990 (Commission File No. 1-7727)
<PAGE>
(a) 3. Exhibits (continued)
--------
Exhibit
Number
------------
10 (xv) 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)
(xvi) 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)
(xvii) 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)
(xviii) 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)
(xix) 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)
(xx) 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)
(xxi) 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)
<PAGE>
(a) 3. Exhibits (continued)
--------
Exhibit
Number
------------
10 (xxii) 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)
(xxiii) 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)
(xxiv) 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)
(xxv) 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)
(xxvi) 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)
(xxvii) 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)
(xxviii) 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)
(xxix) Steam and Chilled Water Supply Agreement, dated May 28, 1986,
between Capitol District Energy Center Cogeneration
Associates and Energy Networks, Incorporated, filed as
Exhibit No. 10(xxxvii) to the Company's Annual Report on Form
10-K for the fiscal year ended September 30, 1993, filed with
the Commission December 28, 1993 (Commission File No. 1-7727)
<PAGE>
(a) 3. Exhibits (continued)
--------
Exhibit
Number
------------
10 (xxx) 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)
(xxxi) 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)
(xxxii) 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)
(xxxiii) 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)
(xxxiv) 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)
(xxxv) 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)
(xxxvi) 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)
(xxxvii) Service Agreement #800295 (Rate Schedule FT-1), dated June 1,
1993, between the Company and Texas Eastern Transmission
Corporation, filed as Exhibit No. 10(xlix) to the Company's
Annual Report on Form 10-K for the fiscal year ended
September 30, 1993, filed with the Commission December 28,
1993 (Commission File No. 1-7727)
<PAGE>
(a) 3. Exhibits (continued)
--------
Exhibit
Number
------------
10 (xxxviii) 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)
(xxxix) 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)
(xl) 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)
(xli) 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)
(xlii) 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)
(xliii) Amended and Restated CNG Officers' Retirement Plan, dated
June 28, 1994, filed as Exhibit No. 10(liii) to the Company's
Annual Report on Form 10-K for the fiscal year ended
September 30, 1994, filed with the Commission December 27,
1994 (Commission File No. 1-7727)
(xliv) The Connecticut Natural Gas Corporation Officers' Retirement
Plan Trust Agreement, dated January 9, 1989, filed as Exhibit
No. 10(liv) to the Company's Annual Report on Form 10-K for
the fiscal year ended September 30, 1994, filed with the
Commission December 27, 1994 (Commission File No. 1-7727)
(xlv) First Amendment to the Connecticut Natural Gas Corporation
Officers' Retirement Plan and Deferred Compensation Plan
Trust Agreement, dated August 5, 1993, filed as Exhibit No.
10(lv) to the Company's Annual Report on Form 10-K for the
fiscal year ended September 30, 1994, filed with the
Commission December 27, 1994 (Commission File No. 1-7727)
<PAGE>
(a) 3. Exhibits (continued)
--------
Exhibit
Number
------------
10 (xlvi) The Connecticut Natural Gas Corporation Deferred Compensation
Plan, as amended, dated January 1, 1993, filed as Exhibit No.
10(lvi) to the Company's Annual Report on Form 10-K for the
fiscal year ended September 30, 1994, filed with the
Commission December 27, 1994 (Commission File No. 1-7727)
(xlvii) First Amendment to the Connecticut Natural Gas Corporation
Deferred Compensation Plan, dated December 2, 1993, filed as
Exhibit No. 10(lvii) to the Company's Annual Report on Form
10-K for the fiscal year ended September 30, 1994, filed with
the Commission December 27, 1994 (Commission File No. 1-7727)
(xlviii) Second Amendment to the Connecticut Natural Gas Corporation
Deferred Compensation Plan, dated June 28, 1994, filed as
Exhibit No. 10(lviii) to the Company's Annual Report on Form
10-K for the fiscal year ended September 30, 1994, filed with
the Commission December 27, 1994 (Commission File No. 1-7727)
(xlix) Agreement and Declaration of Trust, Connecticut Natural Gas
Corporation Employee Benefit Trust, dated December 28, 1987,
filed as Exhibit No. 10(lix) to the Company's Annual Report
on Form 10-K for the fiscal year ended September 30, 1994,
filed with the Commission December 27, 1994 (Commission File
No. 1-7727)
(l) First Amendment to Agreement and Declaration of Trust,
Connecticut Natural Gas Corporation Employee Benefit Trust,
Dated December 2, 1993, filed as Exhibit No. 10(lx) to the
Company's Annual Report on Form 10-K for the fiscal year
ended September 30, 1994, filed with the Commission December
27, 1994 (Commission File No. 1-7727)
(li) Agreement and Declaration of Trust, Connecticut Natural Gas
Corporation Union Employee Benefit Trust, dated December 2,
1993, filed as Exhibit No. 10(lxi) to the Company's Annual
Report on Form 10-K for the fiscal year ended September 30,
1994, filed with the Commission December 27, 1994 (Commission
File No. 1-7727)
(lii) CNG Annual Incentive Plan, 1994, filed as Exhibit No.
10(lxii) to the Company's Annual Report on Form 10-K for the
fiscal year ended September 30, 1994, filed with the
Commission December 27, 1994 (Commission File No. 1-7727)
(liii) Settlement Agreement and Release of All Claims by and between
Connecticut Natural Gas Corporation and Donato P. Lauria,
dated November 29, 1993, filed as Exhibit No. 10(lxiii) to
the Company's Annual Report on Form 10-K for the fiscal year
ended September 30, 1994, filed with the Commission December
27, 1994 (Commission File No. 1-7727)
(liv) Letter of Credit and Reimbursement Agreement by and between
Energy Networks, Inc. and The Bank of Nova Scotia, dated
October 14, 1994, filed as Exhibit No. 10(lxiv) to the
Company's Annual Report on Form 10-K for the fiscal year
ended September 30, 1994, filed with the Commission December
27, 1994 (Commission File No. 1-7727)
<PAGE>
(a) 3. Exhibits (continued)
--------
Exhibit
Number
------------
10 (lv) Second Amended and Restated Loan Agreement by and between The
Hartford Steam Company and Shawmut Bank Connecticut, N.A.,
dated October 28, 1994, filed as Exhibit No. 10(lxv) to the
Company's Annual Report on Form 10-K for the fiscal year
ended September 30, 1994, filed with the Commission December
27, 1994 (Commission File No. 1-7727)
(lvi) Medium Term Notes, Series B, Placement Agency Agreement among
Connecticut Natural Gas Corporation, Smith Barney Inc., and
A.G. Edwards & Sons, Inc., dated June 14, 1994, filed as
Exhibit No. 10(lxvi) to the Company's Annual Report on Form
10-K for the fiscal year ended September 30, 1994, filed with
the Commission December 27, 1994 (Commission File No. 1-7727)
(lvii) Issuing and Paying Agency Agreement between Shawmut Bank
Connecticut, National Association, and Connecticut Natural
Gas Corporation, for Medium Term Notes, Series B, dated June
14, 1994, filed as Exhibit No. 10(lxvii) to the Company's
Annual Report on Form 10-K for the fiscal year ended
September 30, 1994, filed with the Commission December 27,
1994 (Commission File No. 1-7727)
(lviii) Service Agreement (EFT Service), dated July 31, 1993, between
the Company and National Fuel Gas Supply Corporation, filed
as Exhibit No. 10(lxviii) to the Company's Annual Report on
Form 10-K for the fiscal year ended September 30, 1994, filed
with the Commission December 27, 1994 (Commission File No. 1-
7727)
(lix) Gas Storage Contract, dated February 16, 1990, between the
Company and ENDEVCO Industrial Gas Sales Company, filed as
Exhibit No. 10(lxix) to the Company's Annual Report on Form
10-K for the fiscal year ended September 30, 1994, filed with
the Commission December 27, 1994 (Commission File No. 1-7727)
(lx) Commercial Revolving Credit Agreement by and between Fleet
Bank, National Association, and Energy Networks, Inc., dated
December 21, 1994, filed as Exhibit No. 10(lxx) to the
Company's Quarterly Report on Form 10-Q for the quarter ended
December 31, 1994, filed with the Commission January 31, 1995
(Commission File No. 1-7727)
(lxi) Service Agreement #86006 (Rate Schedule AFT-1), dated
September 1, 1994, between the Company and Algonquin Gas
Transmission Company, filed as Exhibit No. 10(lxxi) to the
Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1995, filed with the Commission August 2, 1995
(Commission File No. 1-7727)
(lxii) Service Agreement #93005 (Rate Schedule AFT-1), dated
September 1, 1994, between the Company and Algonquin Gas
Transmission Company, filed as Exhibit No. 10(lxxii) to the
Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1995, filed with the Commission August 2, 1995
(Commission File No. 1-7727)
<PAGE>
(a) 3. Exhibits (continued)
--------
Exhibit
Number
------------
10 (lxiii) Service Agreement #9B103 (Rate Schedule AFT-1), dated
September 1, 1994, between the Company and Algonquin Gas
Transmission Company, filed as Exhibit No. 10(lxxiii) to the
Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1995, filed with the Commission August 2, 1995
(Commission File No. 1-7727)
(lxiv) Service Agreement #9W005 (Rate Schedule AFT-1), dated
September 1, 1994, between the Company and Algonquin Gas
Transmission Company, filed as Exhibit No. 10(lxxiv) to the
Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1995, filed with the Commission August 2, 1995
(Commission File No. 1-7727)
(lxv) KBC Energy Services Partnership Agreement, dated June 19,
1995, By and Among Bay State Energy Enterprises, Inc., ENI
Gas Services, Inc., and Koch Energy Alliance Company, filed
as Exhibit No. 10(lxxv) to the Company's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1995, filed with the
Commission August 2, 1995 (Commission File No. 1-7727)
(lxvi) Gas Storage Agreement No. 1626 (Rate Schedule FS), dated
September 1, 1993, by and between the Company and Tennessee
Gas Pipeline Company, filed as Exhibit No. 10(lxix) to the
Company's Annual Report on Form 10-K for the fiscal year
ended September 30, 1995, filed with the Commission December
18, 1995 (Commission File No. 1-7727)
(lxvii) Gas Transportation Agreement No. 2498 (Rate Schedule FT-A),
dated September 1, 1993, by and between the Company and
Tennessee Gas Pipeline Company, filed as Exhibit No. 10(lxx)
to the Company's Annual Report on Form 10-K for the fiscal
year ended September 30, 1995, filed with the Commission
December 18, 1995 (Commission File No. 1-7727)
(lxviii) Gas Transportation Agreement No. 3900 (Rate Schedule FT-A),
dated October 1, 1993, by and between the Company and
Tennessee Gas Pipeline Company, filed as Exhibit No. 10(lxxi)
to the Company's Annual Report on Form 10-K for the fiscal
year ended September 30, 1995, filed with the Commission
December 18, 1995 (Commission File No. 1-7727)
(lxix) Gas Transportation Agreement No. 3901 (Rate Schedule FT-A),
dated October 1, 1993, by and between the Company and
Tennessee Gas Pipeline Company, filed as Exhibit No.
10(lxxii) to the Company's Annual Report on Form 10-K for the
fiscal year ended September 30, 1995, filed with the
Commission December 18, 1995 (Commission File No. 1-7727)
(lxx) Gas Transportation Agreement No. 2075 (Rate Schedule FT-A),
dated September 1, 1993, by and between the Company and
Tennessee Gas Pipeline Company, filed as Exhibit No.
10(lxxiii) to the Company's Annual Report on Form 10-K for
the fiscal year ended September 30, 1995, filed with the
Commission December 18, 1995 (Commission File No. 1-7727)
<PAGE>
(a) 3. Exhibits (continued)
--------
Exhibit
Number
------------
10 (lxxi) Second Amendment to Connecticut Natural Gas Corporation
Employee Savings Plan, dated June 27, 1995, filed as Exhibit
No. 10(lxxvi) to the Company's Annual Report on Form 10-K for
the fiscal year ended September 30, 1995, filed with the
Commission December 18, 1995 (Commission File No. 1-7727)
(lxxii) Second Amendment to Connecticut Natural Gas Corporation Union
Employee Savings Plan, dated January 24, 1995, filed as
Exhibit No. 10(lxxvii) to the Company's Annual Report on Form
10-K for the fiscal year ended September 30, 1995, filed with
the Commission December 18, 1995 (Commission File No. 1-7727)
(lxxiii) Third Amendment to Connecticut Natural Gas Corporation Union
Employee Savings Plan, dated June 27, 1995, filed as Exhibit
No. 10(lxxviii) to the Company's Annual Report on Form 10-K
for the fiscal year ended September 30, 1995, filed with the
Commission December 18, 1995 (Commission File No. 1-7727)
(lxxiv) Amendment to Connecticut Natural Gas Corporation Officers'
Retirement Plan, dated June 27, 1995, filed as Exhibit No.
10(lxxix) to the Company's Annual Report on Form 10-K for the
fiscal year ended September 30, 1995, filed with the
Commission December 18, 1995 (Commission File No. 1-7727)
(lxxv) Third Amendment to Connecticut Natural Gas Corporation
Deferred Compensation Plan, dated June 27, 1995, filed as
Exhibit No. 10(lxxx) to the Company's Annual Report on Form
10-K for the fiscal year ended September 30, 1995, filed with
the Commission December 18, 1995 (Commission File No. 1-7727)
(lxxvi) Third Amendment to The Connecticut Natural Gas Corporation
Officers' Retirement Plan and Deferred Compensation Plan
Trust Agreement, dated September 12, 1995, filed as Exhibit
No. 10(lxxxi) to the Company's Annual Report on Form 10-K for
the fiscal year ended September 30, 1995, filed with the
Commission December 18, 1995 (Commission File No. 1-7727)
(lxxvii) Second Amendment to Restricted Stock Agreement (Under the
Connecticut Natural Gas Corporation Executive Restricted
Stock plan), dated June 27, 1995, filed as Exhibit No.
10(lxxxii) to the Company's Annual Report on Form 10-K for
the fiscal year ended September 30, 1995, filed with the
Commission December 18, 1995 (Commission File No. 1-7727)
(lxxviii) Third Amendment to Restricted Stock Agreement (Under the
Connecticut Natural Gas Corporation Executive Restricted
Stock plan), dated June 27, 1995, filed as Exhibit No.
10(lxxxiii) to the Company's Annual Report on Form 10-K for
the fiscal year ended September 30, 1995, filed with the
Commission December 18, 1995 (Commission File No. 1-7727)
<PAGE>
(a) 3. Exhibits (continued)
--------
Exhibit
Number
------------
10 (lxxix) Amended and Restated CNG Nonemployee Directors' Fee Plan,
dated September 29, 1995, filed as Exhibit No. 10(lxxxiv) to
the Company's Annual Report on Form 10-K for the fiscal year
ended September 30, 1995, filed with the Commission December
18, 1995 (Commission File No. 1-7727)
(lxxx) CNG Nonemployee Directors' Fee Plan Trust Agreement, by and
between the Company and Fleet Bank, N.A., dated September 28,
1995, filed as Exhibit No. 10(lxxxv) to the Company's Annual
Report on Form 10-K for the fiscal year ended September 30,
1995, filed with the Commission December 18, 1995 (Commission
File No. 1-7727)
(lxxxi) HSC Termination Agreement, dated August 1, 1995, among The
Hartford Steam Company, Connecticut Natural Gas Corporation,
Energy Networks, Inc., and Hartford Cogeneration Limited
Partnership, filed as Exhibit No. 10(lxxxvi) to the Company's
Annual Report on Form 10-K for the fiscal year ended
September 30, 1995, filed with the Commission December 18,
1995 (Commission File No. 1-7727)
(lxxxii) Irrevocable Standby Letter of Credit by and between Energy
Networks, Inc. and The Bank of Nova Scotia, dated March 20,
1996, filed as Exhibit No. 10(lxxxvii) to the Company's
Quarterly Report on Form 10-Q for the quarter ended March 31,
1996, filed with the Commission May 1, 1996 (Commission File
No. 1-7727)
(lxxxiii) Gas Transportation Agreement (FT-A Rate Schedule, Service
Package No. 86) dated September 1, 1993, between the Company
and Tennessee Gas Pipeline Company, filed as Exhibit No.
10(lxxxviii) to the Company's Quarterly Report on Form 10-Q
for the quarter ended June 30, 1996, filed with the
Commission July 29, 1996 (Commission File No. 1-7727)
(lxxxiv) Gas Transportation Agreement (FT-A Rate Schedule, Service
Package No. 1625) dated September 1, 1993, between the
Company and Tennessee Gas Pipeline Company, filed as Exhibit
No. 10(lxxxix) to the Company's Quarterly Report on Form 10-Q
for the quarter ended June 30, 1996, filed with the
Commission July 29, 1996 (Commission File No. 1-7727)
(lxxxv) Gas Transportation Agreement (FT-A Rate Schedule, Service
Package No. 2655) dated September 1, 1993, between the
Company and Tennessee Gas Pipeline Company, filed as Exhibit
No. 10(xc) to the Company's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1996, filed with the Commission
July 29, 1996 (Commission File No. 1-7727)
(lxxxvi) Gas Storage Contract (Rate Schedule FS, Service Package No.
1626) dated December 1, 1994, between the Company and
Tennessee Gas Pipeline Company, filed as Exhibit No.
10(xciii) to the Company's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1996, filed with the Commission
July 29, 1996 (Commission File No. 1-7727)
<PAGE>
(a) 3. Exhibits (continued)
--------
Exhibit
Number
------------
10 (lxxxvii) Amendment No.1-A to Gas Storage Contract (Rate Schedule FS,
Service Package No. 1626) dated July 1, 1995 between the
Company and Tennessee Gas Pipeline Company, filed as Exhibit
No. 10(xciv) to the Company's Quarterly Report on Form 10-Q
for the quarter ended June 30, 1996, filed with the
Commission July 29, 1996 (Commission File No. 1-7727)
(lxxxviii) Service Agreement (#N01719, FST Service) dated March 28, 1996
between the Company and National Fuel Gas Supply Corporation,
filed as Exhibit No. 10(xcv) to the Company's Quarterly
Report on Form 10-Q for the quarter ended June 30, 1996,
filed with the Commission July 29, 1996 (Commission File No.
1-7727)
(lxxxix) Amendment No. 1 to Service Agreement (#N01719, FST Service)
dated April 1, 1996, between the Company and National Fuel
Gas Supply Corporation, filed as Exhibit No. 10(xcvi) to the
Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1996, filed with the Commission July 29, 1996
(Commission File No. 1-7727)
(xc) Service Agreement (#O01718, FSS Service) dated March 28, 1996
between the Company and National Fuel Gas Supply Corporation,
filed as Exhibit No. 10(xcvii) to the Company's Quarterly
Report on Form 10-Q for the quarter ended June 30, 1996,
filed with the Commission July 29, 1996 (Commission File No.
1-7727)
(xci) Amendment No. 1 to Service Agreement (#O01718, FSS Service)
dated April 1, 1996, between the Company and National Fuel
Gas Supply Corporation, filed as Exhibit No. 10(xcviii) to
the Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1996, filed with the Commission July 29, 1996
(Commission File No. 1-7727)
(xcii) First Amendment to Agreement and Declaration of Trust,
Connecticut Natural Gas Corporation Union Employee Benefit
Trust, dated , 1995, between the Company and Fleet
Bank, N.A.
(xciii) CNG Nonemployee Directors' Fee Plan, dated October 1, 1996
(xciv) First Amendment to CNG Nonemployee Directors' Fee Plan Trust
Agreement, dated , 1996, between the Company and
Putnam Fiduciary Trust Company
(xcv) Second Amendment to CNG Nonemployee Directors' Fee Plan Trust
Agreement, dated , 1996, between the Company and
Putnam Fiduciary Trust Company
(xcvi) Third Amendment to Connecticut Natural Gas Corporation
Employee Savings Plan, dated , 1995<PAGE>
(a) 3. Exhibits (continued)
--------
Exhibit
Number
------------
10 (xcvii) Fourth Amendment to Connecticut Natural Gas Corporation
Employee Savings Plan, dated , 1995
(xcviii) Fifth Amendment to Connecticut Natural Gas Corporation
Employee Savings Plan, dated , 1996
(xcix) Fourth Amendment to Connecticut Natural Gas Corporation Union
Employee Savings Plan, dated , 1995
(c) Fifth Amendment to Connecticut Natural Gas Corporation Union
Employee Savings Plan, dated , 1995
(ci) Sixth Amendment to Connecticut Natural Gas Corporation Union
Employee Savings Plan, dated , 1996
(cii) Settlement Agreement and Release of All Claims between
Connecticut Natural Gas Corporation and Harry Kraiza, Jr.,
dated September 25, 1996
(ciii) Service Agreement (#93305, Rate Schedule AFT-1), dated June
1, 1993, between the Company and Algonquin Gas Transmission
Company
(civ) Service Agreement (#400507, Rate Schedule FSS-1), dated
, 19--, between the Company and Texas Eastern
Transmission Corporation
(cv) Service Agreement (#412008, Rate Schedule SS-1), dated
, 19--, between the Company and Texas Eastern
Transmission Corporation
(cvi) Service Agreement (#800423, Rate Schedule CDS), dated
, 19--, between the Company and Texas Eastern
Transmission Corporation
(cvii) Service Agreement (#800424, Rate Schedule CDS), dated
, 19--, between the Company and Texas Eastern
Transmission Corporation
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,
1996
Not applicable
16 Letter Regarding Change in Certifying Accountant
Not applicable
18 Letter Regarding Change in Accounting Principles
Not applicable
<PAGE>
(a) 3. Exhibits (concluded)
--------
Exhibit
Number
------------
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
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, 1995
(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, 1995, filed as
Exhibit 99(iii) to the Company's Annual Report on Form 10-K
for the fiscal year ended September 30, 1995, filed with the
Commission on December 18, 1995, as amended by Form 10-K
Amendment No. 1, filed with the Commission on June 28, 1996
(Commission File No. 1-7727)
Exhibits 3(ii), 4(i), 4(ii)(a), 4(ii)(b), 4(ii)(c), 4(ii)(d), 4(ii)(e),
4(ii)(f), 4(ii)(g), 4(ii)(h), 10(i), 10(ii), 10(iii), 10(iv), 10(v),
10(vi), 10(vii), 10(viii), 10(ix), 10(x), 10(xi), 10(xii), 10(xiii),
10(xiv), 10(xv), 10(xvi), 10(xvii), 10(xviii), 10(xix), 10(xx), 10(xxi),
10(xxii), 10(xxiii), 10(xxiv), 10(xxv), 10(xxvi), 10(xxvii), 10(xxviii),
10(xxix), 10(xxx), 10(xxxi), 10(xxxii), 10(xxxiii), 10(xxxiv), 10(xxxv),
10(xxxvi), 10(xxxvii), 10(xxxviii), 10(xxxix), 10(xl), 10(xli), 10(xlii),
10(xliii), 10(xliv), 10(xlv), 10(xlvi), 10(xlvii), 10(xlviii), 10(xlix),
10(l), 10(li), 10(lii), 10(liii), 10(liv), 10(lv), 10(lvi), 10(lvii),
10(lviii), 10(lix), 10(lx), 10(lxi), 10(lxii), 10(lxiii), 10(lxiv),
10(lxv), 10(lxvi), 10(lxvii), 10(lxviii), 10(lxix), 10(lxx), 10(lxxi),
10(lxxii), 10(lxxiii), 10(lxxiv), 10(lxxv), 10(lxxvi), 10(lxxvii),
10(lxxviii), 10(lxxix), 10(lxxx), 10(lxxxi), 10(lxxxii), 10(lxxxiii),
10(lxxxiv), 10(lxxxv), 10(lxxxvi), 10(lxxxvii), 10(lxxxviii), 10(lxxxix),
10(xc), 10(xci) and 99(iii) listed above which have been filed with the
Securities and Exchange Commission pursuant to the Securities Act of 1933
and the Securities Exchange Act of 1934, and which were designated as noted
above and have not been amended, are hereby incorporated by reference. All
other exhibits referred to above are filed herewith.
<PAGE>
(b) Reports on Form 8-K
-------------------
There were no current reports filed on Form 8-K during the last quarter
of fiscal 1996.
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
CONNECTICUT NATURAL GAS CORPORATION
-----------------------------------
(Registrant)
S/ Victor H. Frauenhofer
------------------------------------
(Victor H. Frauenhofer)
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
<TABLE>
<S> <C> <C>
S/ Victor H. Frauenhofer Chairman, Chief Executive December 19, 1996
------------------------------- Officer and Director
(Victor H. Frauenhofer)
S/ James P. Bolduc Executive Vice President December 19, 1996
------------------------------- and Chief Financial
(James P. Bolduc) Officer
S/ Andrew H. Johnson Treasurer and Chief December 19, 1996
------------------------------- Accounting Officer
(Andrew H. Johnson)
S/ R. L. Babcock December 19, 1996
-------------------------------
(R. L. Babcock)
as Attorney-in-fact for:
Bessye W. Bennett, Esq. Director
James F. English, Jr. Director
Herman J. Fonteyne Director
Beverly L. Hamilton Director
Harvey S. Levenson Director
Denis F. Mullane Director
Richard J. Shima Director
Laurence A. Tanner Director
DeRoy C. Thomas Director
Michael W. Tomasso Director
</TABLE>
<PAGE>
CONNECTICUT NATURAL GAS CORPORATION
Annual Report on Form 10-K
Schedule Index
Fiscal Year Ended September 30, 1996
Item Description
---------- -----------
II Financial Statement Schedule II; Valuation and
Qualifying Accounts and Reserves for the fiscal years
ended September 30, 1996, 1995 and 1994
<PAGE>
<TABLE>
<CAPTION>
(d) Financial Statement Schedules
----------------------------- Page 1 of 1
CONNECTICUT NATURAL GAS CORPORATION AND SUBSIDIARIES
---------------------------------------------------
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
--------------------------------------------------------------
FOR THE YEARS ENDED SEPTEMBER 30, 1996, 1995 AND 1994
-----------------------------------------------------
(THOUSANDS OF DOLLARS)
Column A Column B Column C Column D Column E
Additions
--------------------------
<S> <C> <C> <C> <C> <C>
Balance At Charged Charged Deductions Balance
Beginning To Costs To Other From At End
Description of Period And Expenses Accounts Reserves (1) of Period
----------- ---------- ------------ -------- ----------- ---------
YEAR ENDED SEPTEMBER 30, 1996
-----------------------------
RESERVE DEDUCTED IN THE
BALANCE SHEET FROM THE
ASSET TO WHICH IT APPLIES:
Allowance for doubtful
accounts -
Gas $ 4,066 $ 4,959 $ - $ 4,600 $ 4,425
Other 524 82 - 212 394
-------- -------- -------- -------- --------
$ 4,590 $ 5,041 $ - $ 4,812 $ 4,819
======== ======== ======== ======== ========
YEAR ENDED SEPTEMBER 30, 1995
-----------------------------
RESERVE DEDUCTED IN THE
BALANCE SHEET FROM THE
ASSET TO WHICH IT APPLIES:
Allowance for doubtful
accounts -
Gas $ 3,273 $ 4,653 - $ 3,860 $ 4,066
Other (2) 744 233 24 477 524
-------- -------- -------- -------- --------
$ 4,017 $ 4,886 $ 24 $ 4,337 $ 4,590
======== ======== ======== ======== ========
YEAR ENDED SEPTEMBER 30, 1994
-----------------------------
RESERVE DEDUCTED IN THE
BALANCE SHEET FROM THE
ASSET TO WHICH IT APPLIES:
Allowance for doubtful
accounts -
Gas $ 2,491 $ 5,990 $ - $ 5,208 $ 3,273
Other (3) 577 592 19 444 744
-------- -------- -------- -------- --------
$ 3,068 $ 6,582 $ 19 $ 5,652 $ 4,017
======== ======== ======== ======== ========
<FN>
Note: (1) Deductions From Reserves include the write-off of uncollectible accounts, net of
recoveries of accounts previously written off.
(2) $24 Charged to Other Accounts represents recognition of trade receivables acquired
with the purchase of certain assets by the nonregulated operations.
(3) $19 Charged to Other Accounts represents interest on receivables.
</TABLE>
<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, 1996
Document
Item Description Description
------------ ----------- ------------
99(i) Exhibit Index Ex-99.1
3(i) Charter of the Company and All Amendments Ex-3.1
Thereto
10(xcii) First Amendment to Agreement and Ex-10.92
Declaration of Trust, Connecticut Natural
Gas Corporation Union Employee Benefit
Trust
10(xciii) CNG Nonemployee Directors' Fee Plan Ex-10.93
10(xciv) First Amendment to CNG Nonemployee Ex-10.94
Directors' Fee Plan Trust Agreement
10(xcv) Second Amendment to CNG Nonemployee Ex-10.95
Directors' Fee Plan Trust Agreement
10(xcvi) Third Amendment to Connecticut Natural Gas Ex-10.96
Corporation Employee Savings Plan
10(xcvii) Fourth Amendment to Connecticut Natural Ex-10.97
Gas Corporation Employee Savings Plan
10(xcviii) Fifth Amendment to Connecticut Natural Gas Ex-10.98
Corporation Employee Savings Plan
10(xcix) Fourth Amendment to Connecticut Natural Ex-10.99
Gas Corporation Union Employee Savings
Plan
10(c) Fifth Amendment to Connecticut Natural Gas Ex-10.100
Corporation Union Employee Savings Plan
10(ci) Sixth Amendment to Connecticut Natural Gas Ex-10.101
Corporation Union Employee Savings Plan
10(cii) Settlement Agreement and Release of All Ex-10.102
Claims between Connecticut Natural Gas
Corporation and Harry Kraiza, Jr.
10(ciii) Service Agreement #93305 between the Ex-10.103
Company and Algonquin Gas Transmission
Company<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, 1996
Document
Item Description Description
------------ ----------- ------------
10(civ) Service Agreement #400507 between the Ex-10.104
Company and Texas Eastern Transmission
Corporation
10(cv) Service Agreement #412008 between the Ex-10.105
Company and Texas Eastern Transmission
Corporation
10(cvi) Service Agreement #800423 between the Ex-10.106
Company and Texas Eastern Transmission
Corporation
10(cvii) Service Agreement #800424 between the Ex-10.107
Company and Texas Eastern Transmission
Corporation
11 Computation of Consolidated Primary and Ex-11
Fully Diluted Earnings Per Share
21 Subsidiaries of the Registrant Ex-21
23 Consent of Independent Public Accountants Ex-23
24 Power of Attorney Ex-24
27 Financial Data Schedule Ex-27
99(ii) Information required by Form 11-K with Ex-99.2
respect to the Connecticut Natural Gas
Corporation Employee Savings Plan for the
fiscal year ending December 31, 1995
<PAGE>
Exhibit 3(i)
Page 1 of 194
ACT INCORPORATING THE HARTFORD CITY GAS LIGHT COMPANY
Passed 1848
Resolved by this Assembly, That Solomon Porter, Harvey Seymour, Ezra
Clark, Jr., Thomas Belknap, William B. Ely and Richard D. Hubbard, with
such other persons as shall associate with them for that purpose, are
constituted a body politic and corporate, by the name of "The Hartford City
Gas Light Company," and by that name are empowered to sue and be sued,
plead and be impleaded, in any court in this state; to make and have a
common seal, and the same to break, alter or renew at pleasure; and the
said company is hereby vested with all the powers, privileges and
immunities which are or may be necessary to carry into effect the purposes
and objects of this act as herein after set forth; and said company is
hereby authorized and empowered to manufacture, make and sell gas, to be
made from rosin, coal, oil, and any other material or materials, and to
furnish such quantities of gas as may be required in the city of Hartford,
for lighting streets, stores and buildings or other purposes; and to enter
into and execute contracts, agreements or covenants in relation to the
objects of said company, and to enforce the same. And said company shall
be capable of purchasing, taking and holding, and of granting, selling and
conveying any estate, real or personal, necessary to give effect to the
specified purposes of this company, and for the accommodation of their
business and concerns.
SEC. 2. That said company shall be empowered to lay down their gas
pipes and to erect gas posts, burners and reflectors in the streets,
alleys, lanes, avenues or public grounds of the said city of Hartford, and
to do all things necessary to light the said city and the dwellings, stores
and other places situated therein; provided, that the streets, side and
cross-walks, public grounds, lanes and avenues shall not be injured, but
all be left in as good and perfect condition as before the laying of said
pipes or the erection of said posts.
SEC. 3. The capital stock of said company shall be one hundred
thousand dollars, with the privilege of increasing the same to two hundred
thousand dollars, to be divided into shares of twenty-five dollars each,
which shares shall be deemed personal property, and be transferred in such
manner and such places as the by-laws of said company shall direct.
SEC. 4. The persons named in the first section hereof, or a majority
of them, shall open books to receive subscriptions for the capital stock of
said company, at such times and places as they or a majority of them shall
direct; and shall give such notice of the times
<PAGE>
Exhibit 3(i)
Page 2 of 194
and places of opening said books as they may deem reasonable, and shall
receive said subscription under such regulations as they may adopt for the
purpose; and in case the subscriptions shall exceed four thousand shares,
the same shall be reduced and apportioned in such manner as may be deemed
most beneficial to the corporation; and in case an amount not less than
fifty thousand dollars shall be subscribed to the capital stock of said
company, they may, at their discretion, close the books of subscription,
and proceed to the organization of said company, as herein after provided.
SEC. 5. The government and direction of affairs of the company shall
be vested in a board of nine directors, who shall be chosen by the
stockholders of said company, in the manner herein after provided, and
shall hold their offices till others are duly elected and qualified to take
their places as directors; and the said directors (four of whom shall be a
quorum for the transaction of business) shall elect one of their number to
be president of the board, who shall also be president of said company;
they shall also choose a clerk, who shall be sworn to a faithful discharge
of his duty, and a treasurer, who shall give bonds with security to said
company in such sum as said directors may require, for the faithful
discharge of his trust.
SEC. 6. The persons authorized by the fourth section of this act to
open books for subscriptions to the capital stock of said company are
hereby authorized and directed, after the books of subscription to the
capital stock of said company are closed, to call the first meeting of
stockholders of said company in such way and at such time and place as they
may appoint, for the choice of directors of said company; and in all
meetings of the stockholders of said company each share shall entitle the
holder thereof to one vote, which vote may be given by said stockholder in
person or by lawful proxy. And the annual meeting of the stockholders of
said company for the choice of directors shall be holden at such time and
place, and upon such notice as said company in their by-laws may prescribe.
And in case it shall so happen that an election of directors shall not be
made on the day appointed by the by-laws of said company, said company
shall not for that cause be deemed to be dissolved, but such election may
be holden on any day which shall be appointed by the directors of said
company; and said directors shall have power to fill any vacancy in their
own number which may occur by death, resignation or otherwise.
SEC. 7. The said directors shall have full power to make and
prescribe such by-laws, rules and regulations as they shall deem needful
-2-
<PAGE>
Exhibit 3(i)
Page 3 of 194
and proper, touching the disposition and management of the stock, property,
estate and effects of said company, not contrary to the laws and
constitution of the United States or of this state, or the provisions of
this act, the transfer of shares, the duties and conduct of their officers
and their servants; also, for the election and meetings of their directors,
and other matters appertaining to their business and concerns; and may
appoint as many officers, clerks and servants, with such salaries and
allowances as shall to them seem necessary; and the said board of directors
shall have power to make and declare such dividend and dividends among the
stockholders, from time to time, as the net profits and earnings of the
business of the said company shall enable them to do.
SEC. 8. If any person shall willfully and maliciously do or cause to
be done any act or acts whatever, whereby any building, construction or
works of said company, or any gas pipe, gas post, burner or reflector, or
any matter or thing appertaining to the same, shall be stopped, obstructed,
injured or destroyed, the person or persons so offending shall be deemed
guilty of a misdemeanor, and being thereof convicted, shall be punished by
afine, not exceeding one hundred dollars, or imprisonment in the county
gaol, not exceeding six months, or by such fine and imprisonment both, at
the discretion of the court having cognizance of such offense; provided,
however, that such criminal prosecution shall not in any way impair the
right of action for damages by a civil suit hereby authorized to be brought
for any such injury as aforesaid, by and in the name of the said
corporation, in any court in this state having cognizance of the same.
SEC. 9. The said company shall cause to be kept at their office
proper books of accounts, in which shall be fairly and truly entered all
the transactions of the company, which books shall be at all times open for
the inspection of the stockholders.
SEC. 10. This act may be altered, amended or repealed at the
pleasure of the general assembly.
-3-
<PAGE>
Exhibit 3(i)
Page 4 of 194
ACT AMENDING THE CHARTER OF THE HARTFORD CITY GAS LIGHT COMPANY
Passed 1851
Upon the petition of the Hartford City Gas Light Company, praying for
certain alterations in their charter:
Resolved by this Assembly, That the Hartford City Gas Light Company
be and they are authorized and empowered to do any and all acts, and
exercise any and all rights, franchises and privileges within the limits
of the town of Hartford, which, by their original act of incorporation,
they are authorized to do and exercise within the limits of the city of
Hartford; and that all the works which said company have constructed, or
hereafter may construct, and all property which said company now own, or
hereafter may own, without the limits of said city, but within the limits
of said town, shall be owned and held by said company, subject to said
original act of incorporation.
<PAGE>
Exhibit 3(i)
Page 5 of 194
ACT AUTHORIZING THE HARTFORD CITY GAS-LIGHT COMPANY
TO INCREASE ITS CAPITAL STOCK
Approved June 12, 1861
Resolved by this Assembly, That the Hartford City Gas-Light Company
be and said corporation hereby is fully authorized and empowered, from time
to time, to increase its capital stock to a sum not exceeding in the whole
five hundred thousand dollars.
<PAGE>
Exhibit 3(i)
Page 6 of 194
ACT AMENDING THE CHARTER OF THE HARTFORD CITY GAS LIGHT COMPANY
Approved July 12, 1870
Resolved by this Assembly. SEC. 1. That the Hartford City Gas Light
Company are hereby authorized and empowered to do any and all acts, and
exercise any and all rights and privileges within the limits of the town of
Hartford, which, by their original act of incorporation they are authorized
to do and exercise within the limits of the city of Hartford; and that all
the works which said company have constructed, or may construct, without
the limits of said city, but within the limits of said town, shall be owned
and held by said company, subject to said original act of incorporation.
SEC. 2. That said Hartford City Gas Light Company is hereby
authorized to increase its capital stock to an amount not exceeding seven
hundred and fifty thousand dollars.
SEC. 3. This act may be amended or repealed at the pleasure of the
general assembly.
<PAGE>
Exhibit 3(i)
Page 7 of 194
HARTFORD CITY GAS LIGHT COMPANY
--------------------------------
Hartford Conn. 11th Jan. 1871
At a meeting of the Stockholders of the Hartford City Gas Light
Company, held this day at the office of the Company it was
VOTED: "That the amendment of the Charter of the Hartford City Gas
Light Company authorizing and empowering the said Company to extend their
works beyond the limits of the "city" and within the limites of the "town"
of Hartford, and also to increase their "capital stock" to an amount not
exceeding seven hundred and fifty thousand dollars, as passed by the
"General Assembly" at its session held in the City of New Haven in 1870,
and approved July 13th, 1870 be and the same is hereby approved and
accepted."
Attest,
J.P. Harbison
Secretary
Rec'd and filed January 12, 1871.
<PAGE>
Exhibit 3(i)
Page 8 of 194
ACT AMENDING THE CHARTER OF THE HARTFORD CITY GAS LIGHT COMPANY
Approved March 25, 1879
Resolved by this Assembly: That the Hartford City Gas Light Company
be, and said corporation hereby is, fully authorized and empowered, from
time to time, to increase its capital stock to a sum not exceeding in the
whole one million dollars: but no stock shall be issued for a greater sum
than the capital actually paid in.
<PAGE>
Exhibit 3(i)
Page 9 of 194
[Senate Joint Resolution No. 109.]
[161]
AMENDING THE CHARTER OF THE HARTFORD GAS LIGHT COMPANY
RESOLVED BY THIS ASSEMBLY: That in addition to the powers and
privileges granted The Hartford Gas Light Company by its charter, the said
corporation is hereby authorized and empowered to generate, produce, use,
distribute, and sell electricity within the town of Hartford for any
purpose for which electricity may be used, and may light any public or
private buildings or grounds, streets, avenues, lanes, parks, and squares
within said territory, by means of electricity conducted by wires above or
beneath the surface of the ground through, over, along, or across the
streets and public grounds of said town, and may make, enter into, and
execute contracts in relation to the objects and purposes of said
corporation, and may enforce the same. Said corporation is authorized to
erect and construct such buildings, poles, posts, and fixtures, and to lay
down, construct, and maintain beneath the surface of the ground, and in the
public streets and grounds in said town, lines of wire enclosed in pipes,
or otherwise insulated and protected, or other apparatus for conducting
electric currents, as may be necessary or convenient to carry on the
business of said corporation; PROVIDED HOWEVER, that in using or occupying
in any way any highway or public ground said company shall not use or
exercise any power or privilege hereinbefore granted except in conformity
with, and subject to, the then existing provisions of the general laws of
this state relating to the similar use of such highways or public grounds
by any company or corporation for a similar purpose. For all purposes of
classification said company shall be held and deemed to be a gas company.
Approved April 7, 1887.
41
<PAGE>
Exhibit 3(i)
Page 10 of 194
The Hartford City Gas Light Company
Acceptance of Charter Amendment
--------------------------------
Hartford, Conn. 20 April 1887
I hereby certify that at a meeting of the Stockholders of the
Hartford City Gas Light Company duly warned, held on the 18th day of April,
1887, it was unanimously:
Voted: To accept the amendment to the charter of this Company
granted by act of the General Assembly of this State, approved April 7,
1887.
Attest
Thomas Evans;
Secretary
Hartford City Gas Light Company
Rec'd and filed April 22, 1887.
<PAGE>
Exhibit 3(i)
Page 11 of 194
ACT AMENDING THE CHARTER OF THE HARTFORD CITY GAS LIGHT COMPANY
Approved March 30, 1899
Resolved by this Assembly: That the Hartford City Gas Light Company,
in addition to the powers, privileges, and immunities granted in its
charter, is hereby authorized and empowered to lay down gas mains and pipes
and to erect gas posts or fixtures in the streets, highways, and public
grounds of the towns of Wethersfield, West Hartford, and Windsor; and to do
all things necessary or convenient in order to furnish gas for any purpose
to the inhabitants of said towns, and to make and execute contracts or
agreements in relation thereto and to enforce the same; provided, that said
streets, highways, and public grounds shall not be injured, but all left in
as good condition as before the laying of said mains and pipes. And the
use of said streets, highways, and public grounds and the location of said
mains, pipes, and fixtures therein shall be subject to the approval,
consent, and supervision of the selectmen of the town within which such,
streets, highways, and public grounds are situated.
<PAGE>
Exhibit 3(i)
Page 12 of 194
ACT AMENDING THE CHARTER OF THE HARTFORD CITY GAS LIGHT COMPANY
Approved April 19, 1899
Resolved by this Assembly: That The Hartford City Gas Light Company
be and said corporation hereby is fully authorized and empowered from time
to time to increase its capital stock to a sum not exceeding in the whole
one million dollars; but no stock shall be issued for a greater sum than
the capital actually paid in in cash.
<PAGE>
Exhibit 3(i)
Page 13 of 194
Acceptance of Amendment
------------------------
Hartford, Conn. 26th June, 1899.
At a special meeting of the Stockholders of the Hartford City Gas
Light Company, legally warned and held at the office of the said Company,
on June 26th, 1899, for the purpose of taking action on the acceptance of
amendments to its charter, passed by the General Assembly of the State of
Connecticut, and approved March 30 and April 19, 1899, the following
resolution was unanimously adopted:
"Voted, that the amendment to the charter of the Company allowing it
to extend its mains, pipes, etc., to include the towns of
Wethersfield, West Hartford and Windsor, passed by the General
Assembly of the State of Connecticut, and approved March 30, 1899;
and
the amendment to said charter increasing the capital stock of said
Company to a sum not exceeding in the whole $1 million, passed by the
General Assembly of the State of Connecticut, and approved April 19,
1899 are hereby accepted."
And I hereby certify that the foregoing is a true copy of the
original vote accepting said amendments by the Stockholders of said
Company.
Attest:
Thomas Evans, Secretary
Filed July 3, 1899.
<PAGE>
Exhibit 3(i)
Page 14 of 194
ACT AUTHORIZING THE HARTFORD CITY GAS LIGHT COMPANY TO ISSUE BONDS
Approved May 11, 1905
Resolved by this Assembly: That The Hartford City Gas Light Company
is hereby authorized to issue bonds to an amount not exceeding one million
dollars, the proceeds thereof to be used exclusively for the purpose of
funding the present indebtedness of said company and improving and
extending its plant; provided, that at no time shall the amount of the
bonds outstanding exceed the amount of the outstanding capital stock; and
provided further, that bonds issued for purposes other than for the purpose
of funding present indebtedness shall not exceed in amount eighty per
centum of the actual cost of the improvements and extensions for which they
may be issued; and to secure said bonds by a mortgage of any or all of its
franchises and other property, whether real, personal, or mixed, including
after-acquired property.
<PAGE>
Exhibit 3(i)
Page 15 of 194
THE HARTFORD CITY GAS LIGHT COMPANY
------------------------------------
Acceptance of Amendment to Charter
------------------------------------
At a meeting of the stockholders of The Hartford City Gas Light
Company legally warned for the purpose and held at Hartford, Connecticut,
on the 22nd day of May, A.D. 1905, the following vote was duly passed;
VOTED, That the amendment to the charter of the Hartford City Gas Light
Company contained in the resolution of the General Assembly of the State of
Connecticut, entitled, "Resolution Authorizing The Hartford City Gas Light
Company to issue Bonds" and approved May 11, 1905, be and the same is
hereby accepted by this corporation.
AND VOTED FURTHER, That an attested copy of this acceptance be
forthwith filed in the office of the Secretary of the State by the
Secretary of this corporation.
Attest:
John A. McArthur Secretary -
Hartford City Gas Light Company
(Co's seal)
Received and filed May 23, 1905.
--------------------------------
<PAGE>
Exhibit 3(i)
Page 16 of 194
ACT AMENDING THE CHARTER OF THE HARTFORD CITY GAS LIGHT COMPANY
Approved July 27, 1907
Resolved by this Assembly: That The Hartford City Gas Light Company
is hereby authorized to increase its capital stock, from time to time, to
an amount not exceeding in the whole two million dollars; provided, that no
shares shall be issued except for cash and that no shares shall be issued
for less than their par value.
<PAGE>
Exhibit 3(i)
Page 17 of 194
THE HARTFORD CITY GAS LIGHT CO.,
---------------------------------
CERTIFICATE OF ACCEPTANCE OF AMENDMENT TO THE CHARTER OF
----------------------------------------------------------
THE HARTFORD CITY GAS LIGHT CO.,
----------------------------------
THIS IS TO CERTIFY, That at a meeting of the Stockholders of The
Hartford City Gas Light Co., legally warned and held for the purpose on the
9th day of October, 1907, the resolution amending the Charter of said
Corporation, passed at the January Session of the General Assembly, 1907,
and approved July 27, 1907 was accepted by a unanimous vote of the
Stockholders present.
Dated at Hartford, Conn. this 9th day of October 1907.
Attest,
George Bullock, Vice-President.
J. A. McArthur, Secretary.
(Company's Seal)
Received and filed October 11, 1907
<PAGE>
Exhibit 3(i)
Page 18 of 194
THE HARTFORD CITY GAS LIGHT COMPANY
------------------------------------
CERTIFICATE OF INCREASE OF CAPITAL STOCK
------------------------------------------
WE, THE UNDERSIGNED, a majority of the directors of The Hartford City
Gas Light Company a corporation organized under a special charter granted
by the General Assembly of the State of Connecticut, and located in the
town of Hartford, in said State,
HEREBY CERTIFY, that at a meeting of the stockholders of said
corporation duly called and held for that purpose at Hartford in said
State, on the 26th day of January 1910, it was resolved by a vote of at
least two-thirds of each class of stock to increase the capital stock of
said corporation by issuing Thirty Thousand shares of the par value of
Twenty five dollars each, making the whole number of shares issued Sixty
Thousand, and the whole amount of capital stock One Million five hundred
thousand dollars.
Dated at Hartford, this 26 day of February 1910.
Edward B. Bennett
Francis R. Cooley A Majority
James H. Knight of the
John R. Hills Directors
George Roberts
State of Connecticut, )
(SS. Hartford February 26 1910
County of Hartford )
<PAGE>
Exhibit 3(i)
Page 19 of 194
Personally appeared Edward B. Bennett, Francis R. Cooley, James H.
Knight, John R. Hills and George Roberts, a majority of the directors of
The Hartford City Gas Light Company and made oath to the truth of the
foregoing certificate, by them signed, before me.
William A. Kneeland
Notary Public
(Seal)
Approved, Feb. 28, 1910
Increased Capital Stock Tax
$750, Paid, Feb. 28, 1910.
<PAGE>
Exhibit 3(i)
Page 20 of 194
ACT AMENDING THE CHARTER OF THE HARTFORD CITY GAS LIGHT COMPANY
Approved March 30, 1911
Resolved by this Assembly: SECTION 1. That The Hartford City Gas
Light Company is hereby authorized to increase its capital stock, from time
to time, to an amount not exceeding, in the aggregate, five million
dollars: provided, that no shares of such additional stock shall be issued
except for cash, nor for less than their par value.
SEC. 2. This resolution shall become operative as an amendment to the
charter of said corporation if, at any time not later than the date for the
annual meeting of said corporation in 1911, it shall be accepted at a
meeting of the stockholders of said corporation legally warned and held for
that purpose, and an attested copy of such acceptance filed in the office
of the secretary of the state.
<PAGE>
Exhibit 3(i)
Page 21 of 194
ACT AMENDING A RESOLUTION AMENDING THE CHARTER OF THE
HARTFORD CITY GAS LIGHT COMPANY
Approved June 13, 1911
Resolved by this Assembly: That section two of the resolution
amending the charter of The Hartford City Gas Light Company, approved March
30, 1911, is hereby amended by striking out the figures "1911" and
inserting in lieu thereof the figures "1912".
<PAGE>
Exhibit 3(i)
Page 22 of 194
THE HARTFORD CITY GAS LIGHT COMPANY
-------------------------------------
CERTIFICATE OF INCREASE OF CAPITAL STOCK
------------------------------------------
We, the undersigned, a majority of the directors of The Hartford City
Gas Light Company, a corporation organized under a special charter granted
by the General Assembly of the State of Connecticut and located in the town
of Hartford in said State, do certify that at a meeting of the stockholders
of said corporation duly called and held for that purpose at Hartford in
said State on the 31st day of January, 1911, it was resolved by a vote of
at least two-thirds of each class of stock to increase the capital stock of
said corporation by issuing twenty thousand shares of common stock of the
par value of Twenty-five Dollars each, making the whole number of shares of
the capital stock of said corporation issued eighty thousand shares,
consisting of thirty thousand shares of preferred and fifty thousand shares
of common stock, and the whole amount of capital stock Two Million Dollars,
by a resolution of which the following is a copy:
Resolved that the directors of this company be and
they are hereby authorized and empowered to issue twenty
thousand shares of the authorized unissued stock of the
par value of Twenty-five Dollars a share and to be offered
at par to all stockholders, preferred and common, in
proportion to their stockholding, to wit, one share of new
stock for each three shares of stock outstanding, both
preferred and common, subscriptions
<PAGE>
Exhibit 3(i)
Page 23 of 194
to be payable in cash in two installments, fifty per cent
on or before April 1, 1911, and fifty per cent on or
before July 1, 1911, said stock to be issued as of July 2,
1911, and to participate in all dividends subsequently
declared, the company to allow interest upon all payments
made in advance of July 1, 1911 from date of payment to
July 1, 1911, at the rate of five per cent per annum.
Edward B. Bennett
Francis B. Cooley A Majority
John R. Hills of the
John T. Robinson Directors.
James H. Knight
State of Connecticut, )
) Hartford, July 19, 1911.
County of Hartford )
Personally appeared Edward B. Bennett, Francis R. Cooley, John R.
Hills, John T. Robinson and James H. Knight, a majority of the directors of
The Hartford City Gas Light Company, and made oath to the truth of the
foregoing certificate by them signed, before me.
Albion B. Wilson,
(Seal) Notary Public.
Approved July 19, 1911.
Charter Fee $500 Paid
July 19, 1911.
-2-
<PAGE>
Exhibit 3(i)
Page 24 of 194
THE HARTFORD CITY GAS LIGHT COMPANY
------------------------------------
Certificate of Acceptance of Amendment
---------------------------------------
to the Charter of
-----------------
The Hartford City Gas Light Company
------------------------------------
This is to certify that at a meeting of the stockholders of The
Hartford City Gas Light Company legally warned and held for the purpose on
the 16th day of January, 1912, such time being not later than the date for
the annual meeting of said corporation in 1912, the amendment to the
charter of said corporation contained in resolution of the Genneral
Assembly of the State of Connecticut passed at its January session, 1911,
and approved March 30th, 1911, as amended by resolution of the General
Assembly passed at said session and approved June 13th, 1911, was accepted
by an unanimous vote of the stockholders present, of which vote the
following is a copy:
Resolved
That the amendment to the charter of
The Hartford City Gas Light Company contained
in resolution of the General Assembly of the
State of Connecticut passed at its January
session, 1911, and approved March 30th, 1911,
as amended by resolution of the General
Assembly of the State of Connecticut passed at
its said session and approved June 13th, 1911,
be and it hereby is accepted.
Dated at Hartford this 16th day of January 1912.
Attest:
E. B. Bennett, President
J. A. McArthur, Secretary
Received and filed
Jan. 16, 1912. <PAGE>
Exhibit 3(i)
Page 25 of 194
THE HARTFORD CITY GAS LIGHT COMPANY
------------------------------------
CERTIFICATE OF INCREASE OF CAPITAL STOCK.
-----------------------------------------
WE, THE UNDERSIGNED, a majority of the Directors of The Hartford City
Gas Light Company, a corporation organized under a special charter granted
by the General Assembly of the State of Connecticut, and located in the
town of Hartford, in said State,
HEREBY CERTIFY, that at a meeting of the stockholders of said
corporation duly called and held for that purpose at Hartford in said
State, on the 26th day of January, 1910, it was resolved by a vote of
stockholders holding not less than two-thirds of the stock of such
corporation, all of said stock being common stock, that said corporation
increase its capital stock from Seven Hundred Fifty Thousand Dollars
($750,000) to One Million Five Hundred Thousand Dollars ($1,500,000.) by
the issue of thirty thousand (30,000) additional shares of preferred stock
of the par value of Twenty-five Dollars ($25.) a share, said preferred
stock to be entitled to cumulative dividends at the rate of eight per cent.
(8%) per annum, quarterly dividends of two per cent (2%) to be paid thereon
before any dividends are payable upon the common stock of the company, the
first quarterly dividend of two per cent (2%) to be paid April 1st, 1910,
said preferred stock in the event of liquidation of the Corporation or
distribution of its assets to be preferred as to the entire assets to the
amount of Fifty Dollars ($50) a share, all shares whether of preferred or
<PAGE>
Exhibit 3(i)
Page 26 of 194
common stock, to have equal voting rights and equal right to participate in
subscriptions to any future increase or capital stock; making the whole
number of shares issued sixty thousand (60,000), to-wit: thirty thousand
(30,000) shares of common stock and thirty thousand (30,000) shares of
preferred stock all of the par value of Twenty-five Dollars ($25.) each,
and the whole amount of capital stock One Million Five Hundred Thousand
Dollars ($1,500,000); and this certificate is made pursuant to Section 51
of Chapter 194 of the Public Acts of 1903 and is in addition to the
certificate of even date herewith filed pursuant to the provision of
Section 47 of said Act in relation to the increase of capital stock
aforesaid.
Dated at Hartford, this 26th day of February 1910.
Edward B. Bennett
John T. Robinson A Majority
James H. Knight of the
Francis R. Cooley Directors.
George Roberts
(U.S. Int. Rev. Stamp for)
(10/100 dollars )
(affixed and cancelled. )
-2-
<PAGE>
Exhibit 3(i)
Page 27 of 194
STATE OF CONNECTICUT )
ss. Hartford, June 2nd, 1915.
COUNTY OF HARTFORD )
Personally appeared Edward B. Bennett, John T. Robinson, James H.
Knight, Francis R. Cooley and George Roberts a majority of the directors of
The Hartford City Gas Light Company, and made oath to the truth of the
foregoing certificate, by them signed before me.
Francis E. Jones,
Notary Public.
(Seal) My commission expires Feb. 1, 1917.
Received and filed
Jun 2, 1915.
-3-
<PAGE>
Exhibit 3(i)
Page 28 of 194
AN ACT AMENDING THE CHARTER OF THE HARTFORD CITY GAS
LIGHT COMPANY
Approved April 26, 1917
Be it enacted by the Senate and House of Representatives in General
Assembly convened:
SECTION 1. The Hartford City Gas Light Company is authorized to
purchase the franchise of The South Manchester Light, Power and Tramway
Company to manufacture, make and sell gas within the limits of the town
of Manchester, with the rights and powers incidental to the right to
manufacture, make and sell gas within the limits of the said town, and to
hold, use and enjoy said franchise, rights and powers, and to contract with
said company for the purchase, acquiring, holding and enjoyment of said
franchise, rights and powers, subject to the conditions and limitations in
such contract contained. For the purpose of carrying on its business under
said franchise, rights and powers in said town, The Hartford City Gas Light
Company is authorized to use as a trade name the name The Manchester Gas
Company.
SEC. 2. The Hartford City Gas Light Company is authorized to
construct, lay and maintain a supply gas main from its plant in the city of
Hartford across the town of East Hartford in Pitkin, Main and Silver
streets or on lands contiguous to or abutting said streets to the boundary
of the Town of Manchester and in the streets and highways of the town of
Manchester, to connect with the gas plant and system of The South
Manchester Light, Power and Tramway Company.
<PAGE>
Exhibit 3(i)
Page 29 of 194
THE HARTFORD CITY GAS LIGHT COMPANY.
_____________________________________
CERTIFICATE OF ACCEPTANCE OF AMENDMENT
_______________________________________
TO CHARTER OF THE HARTFORD CITY GAS LIGHT COMPANY
____________________________________________________
This is to certify at a meeting of the stockholders of The Hartford
City Gas Light Company, legally warned and held for the purpose, on the
22nd day of June 1917, the act amending the charter of said corporation,
passed at January session of the General Assembly 1917 and approved April
26th, 1917, and approved April 26th, 1917, was accepted by a unanimous vote
of the stockholders present, the record of which action is as follows:
On a motion duly made and seconded, the amendment was accepted by a
stock vote of 2643 in the affirmative.
Dated at Hartford, Connecticut, the 8 day of August, 1917.
E. B. Bennett, President
Attest:
J. A. McArthur, Secretary
Received and filed
Aug 10, 1917.
<PAGE>
Exhibit 3(i)
Page 30 of 194
THE HARTFORD CITY GAS LIGHT COMPANY.
_____________________________________
CERTIFICATE OF INCREASE OF CAPITAL STOCK OF
____________________________________________
HARTFORD CITY GAS LIGHT COMPANY
_________________________________
We, the undersigned, a majority of the Directors of the Hartford City
Gas Light Company, a corporation organized under a special charter granted
by the General Assembly of the State of Connecticut and located in the Town
of Hartford in said State, hereby certify, that at a meeting of the
stockholders of said corporation duly called and held for that purpose at
Hartford in said State on the 15th day of January, 1918, it was resolved by
a vote of at least two-thirds of each class of stock to increase the
capital stock of said corporation by issuing twenty thousand (20,000)
shares of the authorized unissued stock of the Company of the par value of
Twenty-five Dollars ($25) each, such additional stock to be common stock,
making the whole number of shares issued seventy thousand (70,000) shares
of common stock and thirty thousand (30,000) shares of preferred stock or a
total of one hundred thousand (100,000) shares of both classes of stock and
the whole amount of capital stock one million seven hundred fifty thousand
(1,750,000) dollars of common stock and seven hundred fifty thousand
(750,000) dollars of preferred stock or a total of two million five hundred
thousand (2,500,000) dollars.
Dated at Hartford this 1st day of October, A.D. 1919.
<PAGE>
Exhibit 3(i)
Page 31 of 194
Edward B. Bennett
Francis H. Cooley A majority
John T. Robinson of the
James H. Knight Directors
Frank C. Sumner
STATE OF CONNECTICUT )
) ss. Hartford, November 3, 1919
COUNTY OF HARTFORD )
Personally appeared Edward B. Bennett, Francis R. Cooley, John T.
Robinson, James H. Knight and Frank C. Susner, a majority of the Directors
of The Hartford City Gas Light Company and made oath to the truth of the
foregoing certificate by them signed, before me.
William A. Kneeland
______________________________
Notary Public
(SEAL)
Charter Fee Paid $500. Nov. 3, 1919.
Approved Nov. 3, 1919.
-2-
<PAGE>
Exhibit 3(i)
Page 32 of 194
THE HARTFORD CITY GAS LIGHT COMPANY.
_____________________________________
CERTIFICATE OF INCREASE OF CAPITAL STOCK
__________________________________________
WE, THE UNDERSIGNED, a majority of the directors of The Hartford City
Gas Light Company a corporation organized under a special charter granted
by
the General Assembly of the State of Connecticut, and located in the town
of
Hartford, in said State,
HEREBY CERTIFY that at a meeting of the stockholders of said
corporation duly called and held for that purpose at Hartford in said
State, on the 15th day of January 1924, it was resolved by a vote of at
least two- thirds of each class of stock to increase the capital stock of
said corporation by issuing Twenty Thousand (20,000) shares of the par
value of Twenty-five ($25.00) dollars each, making the whole number of
shares issued One Hundred Twenty Thousand (120,000) and the whole amount of
capital stock Three Million ($3,000.000) dollars.
Dated at Hartford, Conn. this 17th day of March 1924.
Edward B. Bennett )
)
M. G. Bulkeley, Jr. ) A majority
)
Elijah C. Johnson ) of the
)
Francis R. Cooley ) Directors.
)
John T. Robinson )
<PAGE>
Exhibit 3(i)
Page 33 of 194
State of Connecticut. )
) ss. Hartford, Conn., Mar. 17th, 1924.
County of Hartford )
Personally appeared Edward B. Bennett, M. G. Bulkeley, Jr., Elijah C.
Johnson, Francis H. Cooley, John T. Robinson, a majority of the directors
of The Hartford City Gas Light Company, and made oath to the truth of the
foregoing certificate, by them signed before me.
William A. Kneeland
____________________________
Notary Public
(Seal)
Approved Mar 18, 1924
$2,500,000. to $3,000.000.
Increased Capital Stock Tax.
$500.00 paid
Walter R. King
For Treasurer.
-2-
<PAGE>
Exhibit 3(i)
Page 34 of 194
AN ACT CHANGING THE NAME OF THE HARTFORD CITY
GAS LIGHT COMPANY TO THE HARTFORD GAS COMPANY
AND AMENDING ITS CHARTER
Approved June 7, 1927
Be it enacted by the Senate and House of Representatives in General
Assembly convened:
SECTION 1. The name of The Hartford City Gas Light Company, a
corporation chartered by resolution of the general assembly passed at its
May session, 1848, is changed to The Hartford Gas Company.
SEC. 2. Said corporation is authorized to distribute and sell gas
in the towns of Bloomfield and Glastonbury and to lay gas mains and pipes
and to erect gas posts and fixtures in the streets, highways and public
grounds of said towns and to do all things necessary or convenient in order
to furnish gas for any purpose to said towns and to the inhabitants
thereof.
SEC. 3. In addition to the powers heretofore granted under its
charter and the amendments thereto, said corporation is authorized to
purchase gas for distribution and sale in any territory within which it is
or may be empowered to distribute and sell gas.
<PAGE>
Exhibit 3(i)
Page 35 of 194
THE HARTFORD CITY GAS LIGHT COMPANY.
_____________________________________
CERTIFICATE OF ACCEPTANCE OF AMENDMENT TO CHARTER
___________________________________________________
THIS IS TO CERTIFY That at a meeting of the stockholders of The
Hartford City Gas Light Company legally warned and held for the purpose on
the 7th day of July, 1927, the Act amending the charter of said corporation
passed at the January Session of the General Assembly 1927 was accepted by
a unanimous vote of the stockholders present in person and by proxy, more
than two-thirds of all outstanding stock of the Company being represented
at said meeting, of which vote the following is a copy:
"VOTED: That the Act of the General Assembly of the State of
Connecticut approved June 7, 1927, entitled `An Act Changing the Name
of The Hartford City Gas Light Company to The Hartford Gas Company
and Amending its Charter' be and the same hereby is accepted by this
corporation."
Dated at Hartford this day of July, 1927.
Attest:
E. E. Eysenbach
______________________________
President
(Corporate Seal)
J. A. McArthur
______________________________
Secretary
Received and Filed
JUL 8 1927 <PAGE>
Exhibit 3(i)
Page 36 of 194
THE HARTFORD GAS COMPANY
__________________________
CERTIFICATE OF INCREASE OF CAPITAL STOCK OF
____________________________________________
THE HARTFORD GAS COMPANY
__________________________
We, the undersigned, a majority of the Directors of The Hartford Gas
Company, a corporation organized under a special charter granted by the
General Assembly of the State of Connecticut and located in the Town of
Hartford in said State, hereby certify that at a meeting of the
stockholders of said corporation duly called and held for that purpose at
Hartford in said State on the seventh day of July, 1927 and increase of its
capital stock by the issue of twenty thousand (20,000) shares of common
stock of the par value of Twenty-five Dollars ($25) a share was authorized
by a vote of at least two-thirds of each class of stock issued and
outstanding at the time of said vote, such increase to make the number of
shares of the capital stock consist of one hundred ten thousand (110,000)
shares of common stock of the par value of Twenty-five Dollars ($25) a
share and thirty thousand (30,000) shares of preferred stock of the par
value of Twenty-five Dollars ($25) a share and the whole amount of capital
stock Three Million Five Hundred Thousand Dollars ($3,500,000).
Dated at Hartford, Connecticut this 4th day of January, 1928.
E. E. Eysenbach )
) A
Francis R. Cooley )
) Majority
John T. Robinson )
<PAGE>
Exhibit 3(i)
Page 37 of 194
) of the
Elijah C. Johnson )
) Directors
Arthur D. Johnson )
State of Connecticut )
) ss. Hartford, January 4, A.D. 1928
County of Hartford )
Personally appeared E.E. Eysenbach, Francis R. Cooley, John T.
Robinson, Elijah C. Johnson and Arthur E. Johnson, a majority of the
Directors of The Hartford Gas Company and made oath to the truth of the
foregoing certificate by them signed, before me.
Lucius F. Robinson, Jr.
________________________________
Notary Public.
(SEAL)
Received and Filed
JAN 4, 1928
$500.# Paid Jan. 4, 1928.
A.M.Desmore
For Secretary
-2-
<PAGE>
Exhibit 3(i)
Page 38 of 194
THE HARTFORD GAS COMPANY
__________________________
CERTIFICATE OF INCREASE OF CAPITAL STOCK OF
____________________________________________
THE HARTFORD GAS COMPANY
__________________________
We, the undersigned, a majority of the Directors of The Hartford Gas
Company, a corporation organized under a special charter granted by the
General Assembly of the State of Connecticut and located in the Town of
Hartford in said State, hereby certify that at a meeting of the
Stockholders of said corporation duly called and held for that purpose at
Hartford in said State on the twenty-fifth day of April, 1928 an increase
of its capital stock by the issue of twenty thousand (20,000) shares of
common stock of the par value of Twenty-five Dollars ($25) a share was
authorized by a vote of at least two-thirds of each class of stock issued
and outstanding at the time of said vote, such increase to make the number
of shares of the capital stock consist of one hundred thirty thousand
(130,000) shares of common stock of the pare value of Twenty-five Dollars
($25) a share and thirty thousand (30,000) shares of preferred stock of the
par value of Twenty-five Dollars ($25) a share and the whole amount of
capital stock Four Million Dollars ($4,000,000).
Dated at Hartford, Connecticut this fifteenth day of December, 1928.
E. E. Eysenbach )
)
Francis R. Cooley ) A majority
) of the
Elijah C. Johnson
<PAGE>
Exhibit 3(i)
Page 39 of 194
)
Clifford D. Cheney )
)
Charles D. Rice )
State of Connecticut)
) ss. Hartford, December 15th, A.D. 1928
County of Hartford )
Personally appeared E. E. Eysenbach, Francis R. Cooley, Elijah C.
Johnson, Clifford D. Cheney, and Charles D. Rice, a majority of the
Directors of The Hartford Gas Company and made oath to the truth of the
foregoing certificate by them signed, before me.
Martin J. Coughlin
____________________________
Notary Public.
(Seal)
Approved, Dec. 19, 1928.
By Elmer H. Lounabury,
Fee for Increase Capital,
$500. # Paid, Dec. 19, 1928.
A. M. Desmore, For Secretary.
-2-
<PAGE>
Exhibit 3(i)
Page 40 of 194
THE HARTFORD GAS COMPANY
__________________________
CERTIFICATE OF INCREASE OF CAPITAL STOCK OF
____________________________________________
THE HARTFORD GAS COMPANY
__________________________
We, the undersigned, a majority of the Directors of The Hartford Gas
Company, a Corporation organized under a special charter granted by the
General Assembly of the State of Connecticut and located in the Town of
Hartford in said State, hereby certify that at a meeting of the
stockholders
of said Corporation duly called and held for that purpose at Hartford in
said State on the second day of May, 1929 an increase of its capital stock
by the issue of twenty thousand (20,000) shares of Common stock of the par
value of Twenty-five dollars -($25.00) a share was authorized by a vote of
at least two-thirds of each class of stock issued and outstanding at the
time of said vote, such increase to make the number of shares of the
Capital
stock consist of one hundred fifty thousand, -(150,000) shares of Common
stock at the par value of Twenty-five dollars, ($25.00) a share, and thirty
thousand, -(30,000) shares of Preferred stock of the par value of Twenty-
five dollars, ($25.00) a share, and the whole amount of Capital stock Four
million five hundred thousand dollars, -($4,500,000).
Dated at Hartford, Connecticut, this sixteenth day of December, 1929.
<PAGE>
Exhibit 3(i)
Page 41 of 194
John T. Robinson
Elijah C. Johnson A
Charles L. Taylor Majority
M.S. Little of the
E.E. Eysenbach Directors
State of Connecticut )
) ss. Hartford, December 16th, A.D. 1929.
County of Hartford )
Personally appeared E.E.Eysenbach, John T. Robinson, Elijah C.
Johnson, Charles L. Taylor and Mitchell S. Little, a majority of the
Directors of The Hartford Gas Company, and made oath to the truth of the
foregoing certificate by them signed, before me.
(Seal) Martin J. Coughlin
Notary Public.
Approved, Dec. 18, 1929
$500.# Paid, Dec. 18, 1929.
<PAGE>
Exhibit 3(i)
Page 42 of 194
(Senate Bill No. 27.)
(101)
AN ACT AMENDING THE CHARTER OF THE HARTFORD GAS COMPANY
Be it enacted by the Senate and House of Representatives in General
Assembly
concerned:
Section five of the resolution of the general assembly passed at its
May session, 1848, incorporating The Hartford City Gas Light Company, the
name of said corporation having been changed by the general assembly to The
Hartford Gas Company, is amended to read as follows: The government and
direction of the affairs of the company shall be vested in a board of
directors consisting of not less than seven and not more than twelve, who
shall be chosen by the stockholders of said company, in the manner
herinafter provided and shall hold their office until others shall be
elected and shall have qualified to take their places as directors. Said
directors, a majority of whom shall be quorum for the transaction of
business, shall elect one of their number to be president of the board, who
shall also be president of said company. They shall also choose a
treasurer who shall give bonds with security to said company in such sum as
said directors may require for the faithful discharge of his trust and
shall also choose a secretary.
Approved April 14, 1937.
Form 61-58
State of Connecticut )
) ss. Hartford
OFFICE OF THE SECRETARY OF STATE )
I hereby certify that the foregoing is a true copy of record in this office
In Testimony Whereof I have hereunto set my
hand and of said at
Hartford, this 9th day
of June A.D. 1978
/s/ Deputy Secretary of the State
<PAGE>
Exhibit 3(i)
Page 43 of 194
THE HARTFORD GAS COMPANY
__________________________
CERTIFICATE OF ACCEPTANCE OF AMENDMENT TO CHARTER OF
____________________________________________
THE HARTFORD GAS COMPANY
__________________________
THIS IS TO CERTIFY That at a meeting of the stockholders of THE
HARTFORD GAS COMPANY, legally warned and held for the purpose on the 16th
day of June, 1937, the Act amending the charter of said Corporation passed
at the January Session of the General Assembly 1937 and approved on the
14th day of April 1937, was accepted by a unanimous vote of the
stockholders present, of which the following is a copy:
VOTED: That the Act of the General Assembly of the State of
Connecticut entitled "An Act amending the charter of The Hartford Gas
Company" be and the same hereby is accepted by this Corporation.
Dated at Hartford, Connecticut, this 16th day of July, 1937.
N. B. Berlotte
President.
Attest:
M. J. Coughlin
Secretary.
(Corporate Seal)
RECEIVED AND FILED
JULY 20, 1937
<PAGE>
Exhibit 3(i)
Page 44 of 194
AN ACT AMENDING THE CHARTER OF THE HARTFORD
GAS COMPANY
Approved March 12, 1943
Be it enacted by the Senate and House of Representatives in General
Assembly convened:
SECTION 1. Subject to the approval of the public utilities
commission, The Hartford Gas Company is authorized to increase its capital
stock from time to time to an amount not exceeding in the aggregate seven
million five hundred thousand dollars.
SEC. 2. Subject to the approval of the public utilities commission,
said company is authorized to issue, from time to time, notes, bonds or
other evidences of indebtedness payable at periods of more than one year
after the date thereof (a) to provide funds for the acquisition of property
or for the construction, completion, extension or improvement of its
services, or (b) to reimburse its treasury for moneys expended for such
acquisition or for such construction, completion, extension or improvement
which were not obtained through the issue of stock, notes, bonds or other
evidences of indebtedness, or (c) for the discharge, funding or refunding
of its obligations; provided the aggregate principal amount of such notes,
bonds or other evidences of indebtedness outstanding shall at no time
exceed the amount of its outstanding capital stock.
SEC. 3. This act shall become operative as an amendment to the
charter of said corporation if, within one year after its passage, (a) it
shall be accepted by vote of a majority of the stock of said corporation
present in person or by proxy at a meeting legally warned and held for such
purpose, and (b) an attested copy of such acceptance shall be filed in the
office of the secretary of the state.
<PAGE>
Exhibit 3(i)
Page 45 of 194
THE HARTFORD GAS COMPANY
THIS IS TO CERTIFY That at a meeting of the stockholders of The
Hartford Gas Company, legally warned and held for the purpose on the 17th
day of March, 1943, the Act amending the charter of said corporation passed
at the January Session of the General Assembly of 1943 and approved March
12, 1943 was accepted by a unanimous vote of the stockholders present in
person and by proxy, of which the following is a copy:
RESOLVED: That the Act amending the Charter of The Hartford Gas
Company passed at the January Session of the General Assembly of 1943 and
approved March 12, 1943 be and it hereby is accepted.
Dated at Hartford this 20th day of March, 1943.
N. B. Bertolette
_________________________________
President
Martin J. Coughlin
__________________________________
Secretary
<PAGE>
Exhibit 3(i)
Page 46 of 194
STATE OF CONNECTICUT )
) ss. Hartford, March 12, 1943
COUNTY OF HARTFORD )
Personally appeared, NORMAN B. BERTOLETTE, President and MARTIN J.
COUGHLIN, Secretary of The Hartford Gas Company, signers of the foregoing
certificate, and made oath to the truth of the same, before me.
____________________________
Notary Public
(SEAL)
RECEIVED AND FILED
MAR 26, 1943
<PAGE>
Exhibit 3(i)
Page 47 of 194
AN ACT AMENDING THE CHARTER OF THE HARTFORD
GAS COMPANY
Approved June 27, 1951
SECTION 1. For the purpose of obtaining a supply of natural gas, The
Hartford Gas Company, chartered as The Hartford City Gas Light Company by
resolution of the general assembly passed at its May Session, 1848, is
authorized to construct, lay and maintain, within the streets, highways and
public grounds of the territory in which it is or may be empowered to
distribute and sell gas, such pipes, mains and other local distribution
facilities, including mains connecting with natural gas pipelines, as may
be necessary for such distribution and sale and, with the approval of the
public utilities commission, such facilities may be constructed, laid and
maintained in other territories within this state for said purpose.
SEC. 2. Subject to the approval of the public utilities commission,
said company is authorized to issue, from time to time, notes, bonds or
other evidences of indebtedness payable at periods of more than one year
after the date thereof in such amount as said commission may approve (a)
to provide funds for the acquisition of property or for the construction,
completion, extension or improvement of its system, or (b) to reimburse its
treasury for moneys expended for such acquisition or for such construction,
completion, extension or improvement which were not obtained through the
issue of stock, notes, bonds or other evidences of indebtedness, or (c) for
the discharge, funding or refunding of its obligations. The aggregate
principal amount of such notes, bonds or other evidences of indebtedness
payable at periods of more than one year after the date thereof shall not
at the time of issue thereof exceed one and one-half times the amount of
the outstanding capital stock and surplus of the company.
SEC. 3. Subject to the approval of the public utilities commission,
said company may enter into a merger of consolidation with one or more
other public service companies of this state or acquire the assets and
franchises thereof by issuance of shares of its stock or otherwise, whether
or note the charter of such other company expressly so provides. Any such
merger, consolidation or acquisition shall be carried out in conformity
with the provisions of the general statutes relating thereto and the
corporation resulting from any such merger or consolidation shall have an
authorized capital equal to the combined authorized capital of the
constituent corporations.
<PAGE>
Exhibit 3(i)
Page 48 of 194
SEC. 4. This act shall become operative as an amendment to the
charter of said corporation if, within one year after its passage, (a) it
shall be accepted by vote of a majority of the stock of said corporation
present in person or by proxy at a meeting legally warned and held for such
purpose, and (b) an attested copy of such acceptance shall be filed in the
office of the secretary of the state.
<PAGE>
Exhibit 3(i)
Page 49 of 194
THE HARTFORD GAS COMPANY
Certificate of Acceptance of Amendment
to Charter
______________________________________
THIS IS TO CERTIFY That at a meeting of the stockholders of The
Hartford Gas Company legally warned and held for that purpose in Hartford,
Connecticut, on March 19, 1952 the Act amending the charter of said
corporation passed at the January session of the General Assembly of 1951
was accepted by a vote of a majority of the stockholders present in person
or by proxy of which the following is a copy:
RESOLVED: That the amendment of the charter of this corporation
enacted by the 1951 Session of the Connecticut Legislature (Special
Acts of 1951 No. 478) be and the same is hereby accepted.
Dated at Hartford, Connecticut, this 19th day of March, 1952.
Attest:
___________________________________
N. B. Bertolette
President, The Hartford Gas Company
___________________________________
M. J. Coughlin
Secretary, The Hartford Gas Company
<PAGE>
Exhibit 3(i)
Page 50 of 194
AN ACT CONCERNING ENLARGING THE FRANCHISE
AREA OF THE HARTFORD GAS COMPANY AND
PROVIDING FOR CERTAIN ADDITIONAL POWERS
Approved May 24, 1957
SECTION 1. The Hartford Gas Company is authorized to distribute
and sell gas of any type in the towns of Simsbury, Rocky Hill, Farmington
and Avon and to lay gas mains and pipes and to erect such other fixtures
as are necessary in and on the streets, highways and public grounds of
said towns and to do all things necessary or convenient in order to
furnish gas for any purpose to said towns and to the inhabitants thereof.
SEC. 2. Section 3 of number 478 of the special acts of 1951 is
amended by adding thereto the following: In addition to the powers
elsewhere granted to The Hartford Gas Company by its charter and any
amendments thereto, said company is hereby authorized to acquire by
lease, purchase or otherwise, upon such terms and conditions as may be
agreed upon, and to hold, own, use, exercise, enjoy and dispose of the
whole or any part of the gas property, rights, securities and franchises
of any corporation authorized to manufacture, sell or dispose of gas in
any town in the counties of Hartford, Middlesex and Tolland and, upon the
acquisition of such property and franchises, is authorized to manufacture,
buy, sell and distribute gas and gas appliances for any and all purposes
within the towns named in such franchises or within such area of the towns
as may be agreed upon and to hold, own, use, extend, exercise, enjoy and
dispose of the same to the same extent as though said rights, franchises
and immunities had been originally granted to it. In the exercise of its
corporate powers, said company shall have the right to enter upon and open
the streets, avenues and highways within the towns named in such
franchises, for the purpose of installing and maintaining conduits, pipes
and all necessary or convenient fixtures and apparatus, all subject to any
rules, regulations, by-laws or ordinances of such towns. Said company
shall have power from time to time to assume or guarantee the contracts,
bonds and other obligations and the payment of dividends upon the capital
stock of any gas company of this state. Any corporation authorized to
engage in or carry on the business of manufacturing, selling or
distributing gas shall be authorized to consolidate or merge with said
corporation and to sell, lease and convey to it the whole or any part of
its rights, privileges, franchises, property, securities and assets.
<PAGE>
Exhibit 3(i)
Page 51 of 194
SEC. 3. The Hartford Gas Company shall have and enjoy all the
powers and privileges possessed by corporations organized under the
provisions of chapter 249 of the general statutes, and any amendments
thereof, except so far as they are inconsistent with the provisions of
the charter of the company, as from time to time amended.
SEC. 4. The Hartford Gas Company is hereby authorized, upon
compliance with the provisions of sections 5 to 7, inclusive, of this
act, to acquire by condemnation and to enter upon, acquire, take and use
such lands, rights of way, easements or other interests in land,
hereinafter called such property, as shall be necessary or convenient in
the exercise of any of its rights, powers and privileges; provided said
company shall be held to pay all damages to any person or persons which
may arise from any such entry or taking.
SEC. 5. No such property shall be taken under the provisions of
this act in any public street or highway, public park or reservation or
other public property, or within the location of any railroad or street
railway company or other public utility company; provided such pipeline
or pipelines may be constructed under or through any public highway or
street, public park or reservation or other public property if the method
of such construction and the plans and specifications therefor have been
approved by the authority having jurisdiction over the maintenance of
such public highway or street, public park or reservation or other public
property; and provided further such pipeline or pipelines may be
constructed over or across the location of any railroad or street railway
company or other public utility company by agreement with such railroad or
street railway company or other public utility company or, in the event of
failure so to agree, then with the approval of the public utilities
commission and in such manner as may be determined by said commission.
SEC. 6. If said company and the person or persons to whom damages
may arise from any taking under the provisions of this act of any such
property shall be unable to effect an agreement on the amount of such
damages, said company may prefer a petition to the superior court in the
county in which such property lies or to a judge of said court if said
court is not in session praying that such compensation may be
determined, which petition shall describe such property to be taken and
the use to which it is to be devoted and shall be accompanied by a
summons signed by competent authority and served as process in civil
actions before said court, notifying the owner or owners of said property
and all persons interested in such property to appear before said court
or such judge, and thereupon said court or judge shall appoint a
committee of three disinterested persons who shall be duly sworn before
commencing their duties. Such committee, after giving reasonable notice
to the parties, shall view the property in question, hear the evidence,
ascertain the value, assess just damages to the owner or owners of such
-2-
<PAGE>
Exhibit 3(i)
Page 52 of 194
property, and report its doings to said court or judge. Said court or
judge may accept such report or may reject it for irregular or improper
conduct by such committee in the performance of its duties. If the
report is rejected, said court or judge shall appoint another committee
which shall proceed in the same manner as the first committee was
required to proceed. If the report is accepted, such acceptance shall
have the effect of a judgment in favor of the owner of the property
against said company for the amount of the assessment made by such
committee and, except as otherwise provided by law, execution may issue
therefor. Said court or such judge shall make any order necessary to
protect the rights of all the parties interested. Except as provided in
section 7 of this act, such property shall not be entered upon and used
by said company until the amount of such damages shall be paid to the
party or parties to whom such damages are due, or deposited for his or
their use with said court, and upon such payment or deposit such property
shall become the property of said company. The expenses or costs of any
such hearing shall be taxed by such court or judge and paid by said
company. If the amount of the damages awarded to any such property owner
shall exceed the amount offered to such property owner by said company for
such property prior to the preferring of such petition to such court or
judge, such court or judge may award to such property owner such attorney
and appraisal fees as the court may determine to be reasonable.
SEC. 7. When at any stage of condemnation proceedings brought
under this act it shall appear to the court or judge before whom such
proceedings are pending that the public interest will be prejudiced by
delay, said court or judge may direct that said company be permitted to
enter immediately upon the property to be taken and devote it to the
public use specified in said petition upon the deposit with said court
of a sum to be fixed by said court or judge, upon notice to the parties
of not less than ten days, and such sum when so fixed and paid shall be
applied so far as it may be necessary for the purpose of the payment of
any award of damages which may be made, with interest thereon from the
date of such entry upon said property and the remainder if any returned
to said company. In case the proceedings should be abandoned by said
company, said court or judge shall direct that the money so deposited,
so far as it may be necessary, shall be applied to the payment of any
damages that the owner of such property or other parties in interest may
have sustained by such entry upon and use of such property, and the costs
and expenses of such proceedings, such damages to be ascertained by said
court or judge or a committee to be appointed for that purpose, and if
the sum so deposited shall be insufficient to pay such damages and all
costs and expenses so awarded, judgment shall be entered against said
company for the deficiency, which may be enforced and collected in the
same manner as a judgment in the superior court; and the possession of
such property shall be restored to the owner or owners thereof.
-3- <PAGE>
Exhibit 3(i)
Page 53 of 194
SEC. 8. Number 104 of the special acts of 1937 is amended to read
as follows: The government and direction of the affairs of the company
shall be vested in a board of directors consisting of not less than seven
and not more than twelve, who shall be chosen by the stockholders of said
company in the manner hereinafter provided and shall hold their offices
until others are elected and have qualified to take their places as
directors. Said directors, a majority of whom shall be a quorum for the
transaction of business, shall elect one of their number to be president
of said company. They shall also choose a treasurer who shall give bond
with security to said company in such sum as said directors may require
for the faithful discharge of his trust, and shall also choose a
secretary.
SEC. 9. This act shall become operative as an amendment to the
charter of said company if, within eighteen months after its passage, it
shall be accepted by vote of a majority of the stock of said company
present in person or by proxy at a meeting legally warned and held for
such purpose, and an attested copy of such acceptance shall be filed in
the office of the secretary of the state.
-4- <PAGE>
Exhibit 3(i)
Page 54 of 194
CERTIFICATE OF ACCEPTANCE OF
AMENDMENT TO CHARTER
THIS IS TO CERTIFY, that at a meeting of the stockholders of THE
HARTFORD GAS COMPANY legally warned and held for the purpose on the 19th
day of March, 1958, the Act amending the Charter of said corporation
passed at the January Session of the General Assembly of 1957 was
accepted by a unanimous vote of the stockholders present, of which the
following is a copy:
"RESOLVED: That the amendment to the Charter of The Hartford
Gas Company enacted by the 1957 session of the Connecticut
Legislature (Special Acts of 1957 - No. 387) be and it hereby is
accepted."
Dated at Hartford, Connecticut this 21st day of April, 1958.
Attest: W. T. Jebb
_____________________________
President
M. J. Coughlin
_____________________________
Secretary
<PAGE>
Exhibit 3(i)
Page 55 of 194
CERTIFICATE AMENDING OR RESTATING CERTIFICATE OF INCORPORATION
BY ACTION OF BOARD OF DIRECTORS AND SHAREHOLDERS
(Stock Corporation)
1. The name of the corporation is The Hartford Gas Company
233 Pearl Street, Hartford, Connecticut
2. The Certificate of Incorporation (check one only)
___X___(a) is amended only
_______(b) is amended and restated
_______(c) is restated only
by the following resolution of directors and shareholders:
RESOLVED: That the Charter of The Hartford Gas Company be and it hereby is
amended so as to specifically include among its powers the following: The
Hartford Gas Company shall have power, through the agency of one or more
wholly-owned subsidiary corporations and call as itself to engage in the
business of furnishing, from one or more plants, heat or air conditioning,
or both, by means of steam, heated or chilled water or other medium, in
the cities and towns in the State of Connecticut wherein it now is or
hereafter may be authorized to sell gas or electricity or both.
3. (Omit if Par. 2(a) is checked)
(a) The above resolution merely restates and does not change
the provisions of the original Certificate of Incorporation
as supplemented and amended to date except as follows:
(indicate amendments made, if say: if none so indicate)
(b) Other than as indicated in Par 3(a), there is no discrepancy
between the provisions of the original Certificate of
Incorporation as supplemented and amended to date, and the
provisions of this Certificate Restating the Certificate of
Incorporation.
4. The above resolution was adopted by the board of directors by
shareholders. At respective meetings held March 15, 1961.
5. Vote of Shareholders:
(a) (Use if no shares are required to be voted as a class.)
<TABLE>
<C> <C> <C> <C>
Number of Shares Total Voting Power of Vote Required Total Favoring
Entitled to Vote Shares Entitled to Vote for Adoption Adoption
______________________ _______________________ ____________ _____________
236,264 236,264 157,510 189,705
</TABLE>
(b) (Use if any shares to be voted as a class.)
Describe clearly the vote required for adoption and state the actual
vote favoring adoption: include the designation and number of shares
of each class entitled to vote on the resolution as a class, the
voting power of each such class and the actual vote of each such
class.
(SEAL) Dated at Hartford, Conn this 11th day of April, 1961
/s/ William T. Jebb
President
/s/ W.A. MacDonald
Secretary <PAGE>
Exhibit 3(i)
Page 56 of 194
STATE OF CONNECTICUT)
) SS. April 11 1961
COUNTY OF HARTFORD )
Formally appeared William T. Jebb and W.A. MacDonald and made
oath to the truth of the foregoing certification by them signed, before me.
/s/ Fred. S. Pickford
Notary Public
STATE OF CONNECTICUT
Secretary of the State
CERTIFICATE AMENDING OR
RESTATING CERTIFICATE OF
INCORPORATION BY ACTION
OF BOARD OF DIRECTORS
AND SHAREHOLDERS
(Stock Corporation)
______________________
FILED State of Connecticut
April 12, 1961 3:16PM
<PAGE>
Exhibit 3(i)
Page 57 of 194
AN ACT AMENDING THE CHARTER OF THE HARTFORD GAS COMPANY,
CONCERNING ACQUISITION OF OTHER GAS PROPERTIES AND FURNISHING
OF HEAT OR AIR CONDITIONING
Approved May 31, 1961
SECTION 1. The first sentence of section 2 of number 387 of the
special acts of 1957 is amended to read as follows: Section 3 of number
478 of the special acts of 1951 is amended by adding thereto the
following: In addition to the powers elsewhere granted to The Hartford
Gas Company by its charter and any amendments purchase or otherwise, upon
such terms and conditions as may be agreed upon, and to hold, own, use,
exercise, enjoy and dispose of the whole or any part of the gas property,
rights, securities and franchises of any corporation authorized to
manufacture, sell or dispose of gas in any town in the state of
Connecticut, and upon the acquisition of such property and franchises, is
authorized to manufacture, buy, sell and distribute gas and gas
appliances for any and all purposes within the towns named in such
franchises or within such area of the town as may be agreed upon and to
hold, own, use, extend, exercise, enjoy and dispose of the same to the
same extent as though said rights, franchises and immunities had been
originally granted to it.
SEC. 2. The Hartford Gas Company is hereby authorized and
empowered, through the agency of one or more wholly owned subsidiary
corporations, whether incorporated by special act of the general assembly
or under the general statutes of the state of Connecticut, as well as by
itself, to engage in the business of furnishing, from one or more plants,
heat or air conditioning, or both, by means of steam, heated or chilled
water or other medium, in the cities and towns in the state of Connecticut
wherein it now is or hereafter may be authorized to sell gas or
electricity, or both, and through such agency as well as itself, to
lay and maintain mains, pipes or other conduits and to erect such other
fixtures as are or may be necessary or convenient in and on the streets,
highways and public grounds of said cities and towns, for the purpose of
carrying such medium from any and each such plant to the location of
customers to be served and returning the same, or other medium into which
it may have been changed, to such central plant.
SEC. 3. This amendment to the charter of The Hartford Gas Company
shall not require acceptance by the corporation.
<PAGE>
Exhibit 3(i)
Page 58 of 194
CERTIFICATE OF ISSUE AND STATEMENT REQUIRED
BY G.S. REV. 1958, SEC. 33-394, AS AMENDED
____________________________________________
1. The name of the corporation is The Hartford Gas Company. It is
a corporation specially chartered by the General Assembly of the State of
Connecticut.
2. By its special charter, Special Act 1943 No. 69 (page 46), it
is authorized to issue its "capital stock from time to time to an amount
not exceeding the in the aggregate seven million five hundred thousand
dollars."
3. Prior to January 1, 1957, there were issued and outstanding
$750,000 in the aggregate of non-callable preferred stock, consisting of
30,000 shares, having a par value of $25 per share, and $3,750,000 in the
aggregate of common stock, consisting of 150,000 shares, having a par
value of $25 per share.
4. On March 24, 1955, the shareholders of The Hartford Gas Company
authorized the issue of $1,500,000 additional common stock (60,000 shares
at $25 a share) to be issued in satisfaction of the conversion rights of
$1,500,000 in aggregate principal amount of the convertible debentures
which were authorized at the same time.
<PAGE>
Exhibit 3(i)
Page 59 of 194
5. The privilege contained in such convertible debentures, issued
under the name of 3 1/4% Ten Year Convertible Debentures, came into
existence January 1, 1957 and terminated on November 1, 1962, the date as
of which all uncoverted debentures were called for redemption. In the
interim there has been issued, from time to time, in satisfaction of such
conversion privilege, all except 140 of such 60,000 shares. The issuance
of the unissued 140 shares has been since authorized.
6. Of said 60,000 shares, 56,250 shares of the par value of
$1,406,250 were issued prior to January 1, 1961.
7. The balance thereof, viz. 3,750 shares, of the par value of
$93,750 have been issued since January 1, 1961 or are now being issued.
Dated at Hartford, Connecticut, this 13th day of December 1962.
W.T. Jebb
__________________________________
W.A. MacDonald
__________________________________
STATE OF CONNECTICUT )
) ss.: December 13, 1962
COUNTY OF HARTFORD )
Personally appeared W. T. Jebb and W.A. MacDonald respectively the
President and Secretary of The Hartford Gas Company, and made oath to the
truth of the foregoing certificate by them signed, before me,
____________________________________
Notary Public
<PAGE>
Exhibit 3(i)
Page 60 of 194
CERTIFICATE AMENDING CERTIFICATE OF INCORPORATION
BY ACTION OF BOARD OF DIRECTORS AND SHAREHOLDERS
(Stock Corporation)
1. The name of the corporation is THE HARTFORD GAS COMPANY.
2. The Certificate of Incorporation is amended only by the
following resolutions of directors and shareholders:
RESOLVED: That the charter of The Hartford Gas Company be
amended to provide: As at April 19, 1963, of the Seven Million
Five Hundred Thousand Dollars ($7,500,000) of authorized capital
stock of the Company, the 210,000 common shares, of the par value
of $25 each, issued and outstanding shall be split (2 for 1) into
420,000 shares of common stock of the par value of $12.50 each;
RESOLVED: That the charter of The Hartford Gas Company be
amended to provide: As at April 19, 1963, of the Seven Million
Five Hundred Thousand Dollars ($7,500,000) of authorized capital
stock of the Company, the 30,000 preferred shares, of the par value
of $25 each, issued and outstanding, shall be split (2 for 1) into
60,000 shares of preferred stock, of the par value of $12.50 each,
said preferred stock to be entitled to receive out of the net
profits of the corporation cumulative dividends at the rate of 8%
per annum, quarterly dividends of 2% to be paid thereon before any
dividends are payable upon the common stock of the Company, the
first quarterly dividend of 2% to be payable, on or before, July
1st, 1963, said preferred stock in the event of liquidation of the
corporation or distribution of its assets, to be preferred as to
the entire assets to the amount of $25 a share; all shares, whether
of preferred or common stock, to have equal voting rights and equal
right to participate in subscriptions to any future increase of
capital stock;
RESOLVED: That the charter of The Hartford Gas Company be
amended to provide: As at April 19, 1963, of the Seven Million
Five Hundred Thousand Dollars ($7,500,000) of authorized capital
stock of the Company, One Million Dollars ($1,000,000) of
authorized but unissued stock shall consist of 80,000 shares of
common stock, of the par value of $12.50 per share.
<PAGE>
Exhibit 3(i)
Page 61 of 194
3. The above resolutions were adopted by the Board of Directors
and shareholders at the Annual Meeting of the corporation held at its
office, 233 Pearl Street, Hartford, on March 20, 1963.
4. Vote of shareholders:
The Hartford Gas Company has outstanding 210,000 shares of $25 par
common stock and 30,000 shares of $25 par preferred stock. In order to
adopt the foregoing resolutions, a two-thirds' vote of each class, voting
separately as a class, was required. The vote was as follows:
<TABLE>
<CAPTION>
For Against
___ ________
<S> <C> <C>
Preferred: All resolutions 24,533 50
Common: First resolution 175,636 562
Second resolution 175,140 1,058
Third resolution 175,044 1,154
</TABLE>
constituting, in each instance, more than two-thirds of all stock
outstanding in favor.
Dated at Hartford, this 1st day of April, 1963.
Fred S. Pickford
_________________________
Vice President
W.A. MacDonald
_________________________
Secretary
-2-
<PAGE>
Exhibit 3(i)
Page 62 of 194
STATE OF CONNECTICUT )
) ss. Hartford April 1, 1693
COUNTY OF HARTFORD )
Personally appeared Fred S. Pickford, Vice President, and
W. A. MacDonald, Secretary, and made oath to the truth of the foregoing
certificate by them signed, before me.
___________________________
Notary Public
-3-
<PAGE>
Exhibit 3(i)
Page 63 of 194
AN ACT CONCERNING THE AREA TO BE SERVED BY
THE HARTFORD GAS COMPANY
Approved July 7, 1965
SECTION 1. The Hartford Gas Company is authorized to distribute
and sell gas of any type in the towns of Portland, East Hampton,
Marlborough, Hebron, Bolton, East Granby, Granby, Canton and Burlington
and to lay gas mains and pipes and to erect such other fixtures as are
necessary in and on the streets, highways and public grounds of said
towns and to do all things necessary or convenient in order to furnish
gas for any purpose to said towns and to the inhabitants thereof.
Sec. 2. This amendment to the charter of The Hartford Gas Company
shall not require acceptance by the corporation.
<PAGE>
Exhibit 3(i)
Page 64 of 194
CERTIFICATE AMENDING OR RESTATING CERTIFICATE OF INCORPORATION
BY ACTION OF BOARD OF DIRECTORS AND SHAREHOLDERS
(Stock Corporation)
I. The name of the corporation is The Hartford Gas Company.
II. The Certificate of Incorporation is amended only by the following
resolutions of directors and shareholders:
(1) RESOLVED: That the charter of The Hartford Gas Company
be and hereby is amended so as to include, without limitation,
the following powers: to manufacture, create, generate,
transform, store, sell and distribute all types of energy and
all types of fuels; to manufacture, sell, install, maintain
and service any and all apparatus and appliances utilizing any
type of energy or fuel; to engage in and conduct any business
incidental, necessary or useful in connection with any of the
foregoing or with any other business in which the Company, or
any of its subsidiaries is engaged; to own the stock, bonds,
debentures or other securities or obligations of other
corporations, whether or not they be engaged in any of the
aforementioned businesses, and to guaranty their obligations.
(2) RESOLVED: That the charter of The Hartford Gas Company
be and hereby is amended so as to provide that the authorized
capital stock of the Company consist of the following:
500,000 shares of common stock having a par value of $12.50
per share, all of which are now outstanding; 60,000 shares of
preferred stock having a par value of $12.50 per share, to be
hereafter known as the "$12.50 Par Preferred Stock", all of
which are now outstanding; 100,000 shares of preferred stock
having a par value of $100 per share, to be known and
designated as the Company's "$100 Par Serial Preferred Stock",
such stock to be on a parity with respect to dividends and
liquidation with the $12.50 Par Preferred Stock and such stock
neither to have nor to be subject to any preemptive rights and
that the Board of Directors is authorized to issue, from time
to time, all such shares of $100 Par Serial Preferred Stock,
and, to the extent permitted by law, to fix and determine the
terms, limitations and (except that no amount payable on
liquidation shall exceed the then applicable call price)
relative rights and preferences of such stock, including,
without limitation, the conditions under which they shall be
entitled to voting rights and the extent thereof, to divide
such shares into series and, to the extent permitted by law,
to fix and determine <PAGE>
Exhibit 3(i)
Page 65 of 194
The above resolutions were adopted by the board of directors
and by shareholders.
Vote of Shareholders:
(a) As to Resolution #1 above:
<TABLE>
<C> <C> <S> <C>
Number of Shares Total Voting Power of Vote Required Vote Favoring
Entitled to Vote Shares Entitled to Vote for adoption Adoption
================= ======================= ============== =============
560,000 560,000 2/3 of all stock 422,885
(75.5%)
</TABLE>
(b) As to Resolution #2 above:
<TABLE>
<C> <C> <S> <C>
Number of Shares Total Voting Power of Vote Required Vote Favoring
Entitled to Vote Shares Entitled to Vote for adoption Adoption
================= ======================= ============== =============
1. $12.50 Par
Preferred Stock
60,000 60,000 2/3 of this class 41,907
(69.8%)
2. Common
500,000 500,000 2/3 of all other
classes 374,591
(2/3 of this class) (74.9%)
</TABLE>
Dated at Hartford this 26th day of April, 1967.
Robert H. Willis
____________________________________
President
W. A. MacDonald
____________________________________
Secretary
-2-
<PAGE>
Exhibit 3(i)
Page 66 of 194
STATE OF CONNECTICUT )
) ss.: April 26, 1967
COUNTY OF HARTFORD )
Personally appeared Robert H. Willis and W. A. MacDonald and made
oath to the truth of the foregoing certificate by them signed, before me.
____________________________________
Notary Public
My Commission expires:
-3-
<PAGE>
Exhibit 3(i)
Page 67 of 194
AN ACT CONCERNING THE AREA TO BE SERVED BY
THE HARTFORD GAS COMPANY
Approved June 20, 1967
SECTION 1. The Hartford Gas Company is authorized to distribute
and sell gas of any type in the towns of Andover, Columbia, Coventry and
Mansfield and to lay gas mains and pipes and to erect such other fixtures
as are necessary in and on the streets, highways and public grounds of
said towns and to do all things necessary or convenient in order to
furnish gas for any purpose to said towns and to the inhabitants thereof.
SEC. 2. This amendment to the charter of The Hartford Gas Company
shall not require acceptance by the corporation.
<PAGE>
Exhibit 3(i)
Page 68 of 194
CERTIFICATE OF MERGER
The New Britain Gas Light Company (New Britain)
into
The Hartford Gas Company (Hartford)
name of surviving corporation shall be
CONNECTICUT NATURAL GAS CORPORATION
<PAGE>
Exhibit 3(i)
Page 69 of 194
CERTIFICATE OF MERGER
A. The name of the surviving corporation in the merger is
CONNECTICUT NATURAL GAS CORPORATION (Surviving Corporation), a
Connecticut corporation.
B. The Plan of Merger is as follows:
1. Merger and Name of Surviving Corporation. The New Britain
Gas Light Company (New Britain), a Connecticut corporation, shall
merge into The Hartford Gas Company (Hartford), a Connecticut
corporation, upon the effective date of the merger which shall be
at the close of business on the last day of the month in which this
certificate is filed in the office of the Secretary of State of
Connecticut. Hartford shall be the surviving corporation and shall
continue under the name CONNECTICUT NATURAL GAS CORPORATION.
2. Charter and By-Laws of the Surviving Corporation. The
charter of Hartford, as enacted by the General Assembly of the
State of Connecticut and amended by it and by action of Hartford's
stockholders up to the effective date of the merger, and as further
amended as set forth herein, and by operation of law as a result of
the merger of New Britain into Hartford, shall be the charter of
the Surviving Corporation until further amended as provided by
law. The Surviving Corporation shall have in addition to the
powers conferred on it by the General Statutes of the State of
Connecticut, all of the special rights, powers and franchises
possessed by Hartford and New Britain, including all such special
rights, powers and franchises to which either has succeeded by
merger, consolidation, purchase or otherwise. The By-Laws set
forth in Exhibit I hereto shall be the By-Laws of the Surviving
Corporation.
3. Directors and Officers of the Surviving Corporation. The
Board of Directors of the Surviving Corporation shall initially
consist of sixteen directors whose names are set forth in Exhibit
II hereto or of such of them as are able and willing to serve. The
names of certain principal officers of the Surviving Corporation
are also set forth in Exhibit II.
4. Succession of Surviving Corporation. Upon the effective
date of the merger the separate the separate existence of New
Britain shall cease and Hartford shall continue to exist as the
Surviving Corporation and shall thereupon succeed to all the
rights, privileges, immunities, franchises, property,
<PAGE>
Exhibit 3(i)
Page 70 of 194
choses in action and all and every other interest of, or belonging
to, each of the merging corporations in the manner and to the extent
provided by law.
5. Merger's Effect on Securities. (a) Upon the effective
date of the merger, the authorized capital stock of the Surviving
Corporation shall consist of 685,582 shares of common stock having
a par value of $12.50 per share, 60,000 shares of $12.50 Par
Preferred Stock and 100,000 shares of $100 Par Serial Preferred
Stock of which there shall be a 5.75% Series of 9,600 shares;
(b) Upon the effective date of the merger:
(i) Each issued and outstanding share of Hartford common
stock of the par value of $12.50 Par Preferred Stock shall
remain unchanged but certificates representing such shares
shall be exchangeable for certificates for the same number of
shares bearing the new name of the Surviving Corporation;
(ii) Each issued and outstanding share of New Britain
common stock of the par value of $25 per share shall be
converted into two shares of the Surviving Corporation common
stock of the par value of $12.50 per share;
(iii) Each issued and outstanding share of New Britain
Preferred Stock, 4.75% Series, of the par value of $100 per
share shall be converted into one share of the Surviving
Corporation $100 Par Serial Preferred Stock, 5.75% Series,
with the preferences, voting powers, restrictions and
qualifications set forth herein; and
(iv) New Britain shares acquired by the Surviving
Corporation from holders thereof who shall have objected to
the merger and exercised their statutory appraisal rights and
been paid therefor in the manner provided by law shall be
retired and no shares of any class of stock of the Surviving
Corporation shall be issued in respect thereof.
(c) After the effective date of the merger, each holder of an
outstanding certificate or certificates theretofore representing
Hartford common stock, Hartford preferred stock, New Britain common
stock, or New Britain preferred stock may surrender such
certificate or certificates and receive in exchange a certificate or
certificates representing the number of shares of the Surviving
Corporation common stock or preferred stock into which the shares of
such Hartford common stock, Hartford preferred
-2-
<PAGE>
Exhibit 3(i)
Page 71 of 194
stock, New Britain common stock or New Britain preferred stock, as
the case may be, shall have been converted or for which they shall
have become exchangeable. Until so surrendered, each outstanding
certificate which, prior to the effective date of the merger,
represented shares of the Hartford or New Britain stock shall be
deemed for all purposes to evidence ownership of the shares of the
stock of the Surviving Corporation into which such stock shall have
been converted or for which it shall have become exchangeable.
6. Amendments to Charter of Surviving Corporation. The
Charter of the Surviving Corporations shall be amended as follows:
(i) The name of the corporation is Connecticut Natural
Gas Corporation;
(ii) The government and direction of the affairs of the
Company shall be vested in a board of directors consisting of
not less than ten and not more than sixteen, who shall be
chosen by the stockholders of said Company in the manner
hereinafter provided and shall hold their offices until others
are elected and have qualified to take their places as
directors. Said directors, a majority of whom shall be a quorum
for the transaction of business, shall appoint such officers as
said directors consider desirable.
(iii) The authorized capital stock of the Company shall
consist of the following: 685,582 shares of common stock
having a par value of $12.50 per share; 60,000 shares of
preferred stock having a par value of $12.50 per share, to be
hereafter known as the "$12.50 Par Preferred Stock", all of
which are now outstanding; 100,000 shares of preferred stock
having a par value of $100 per share, to be known and
designated as the Company's "$100 Par Serial Preferred Stock",
such stock to be on a parity with respect to dividends and
liquidation with the $12.50 Par Preferred Stock and such stock
neither to have nor to be subject to any preemptive rights;
and that the Board of Directors is authorized to issue, from
time to time, all such shares of $100 Par Serial Preferred
Stock, and, to the extent permitted by law and not fixed by
the charter, to fix and determine the terms, limitations and
(except that no amount payable on liquidation shall exceed the
then applicable call price) relative rights and preferences of
such stock, including, without limitation, the conditions under
which they shall be entitled to voting rights and the extent
thereof, to divide such shares into series and, to the extent
permitted by law, to fix and determine the variations among
series;
-3-
<PAGE>
Exhibit 3(i)
Page 72 of 194
(iv) The terms, limitations and relative rights and
preferences of the Company's $100 Par Serial Preferred Stock,
of which 100,000 shares are authorized, shall be as follows:
I. Dividends
The holders of any series of the $100 Par Serial
Preferred Stock shall receive, when declared by the Board of
Directors, preferential dividends at the rate provided for
such series and payable on such dividend payment dates in each
year as shall be established for such series, such dividends
to be payable to stockholders of record on such dates as may
be fixed by said Board but a record date shall not be more
than 45 days before any dividend date.
Dividends on each share of the $100 Par Serial Preferred
Stock shall be cumulative from the date of issue thereof or
from such date as the Board of Directors may determine.
Unless full cumulative dividends to the last preceding
dividend date shall have been paid or set apart for payment on
all outstanding shares of $100 Par Serial Preferred Stock and
unless all sinking fund redemptions or payments provided for
each series of $100 Par Serial Preferred Stock have been made
or provided for, no dividend (other than a dividend in shares
of junior stock) shall be paid on any junior stock nor any sum
applied to the purchase, redemption or retirement of any junior
stock. The term "junior stock" as used herein means Common
Stock or any other stock of the Company subordinate to the $100
Par Serial Preferred Stock in respect of dividends or payments
in liquidation.
So long as any shares of the $100 Par Serial Preferred
Stock shall be outstanding the Company shall not apply any sum
to the redemption, retirement or purchase of any share of any
junior stock nor to the payment of any dividend thereon
(exclusive of dividends payable in junior stock), if, after
such application shall have been made, the Company's retained
earnings plus the cash proceeds of the sale of additional
shares of junior stock since July 31, 1968 would be less than
$941,000, provided, however that nothing herein contained
shall be construed so as to prevent the Company from retiring
any shares of junior stock in exchange for the issue of
additional shares of junior stock.
-4-
<PAGE>
Exhibit 3(i)
Page 73 of 194
II. Redemption or Purchase of $100 Par Serial Preferred Stock.
Subject to any restrictions contained in the terms of the
particular series of $100 Par Serial Preferred Stock, all or
any part of any series of the $100 Par Serial Preferred Stock
at any time outstanding may be called for redemption at any
time by vote of the Board of Directors or the operation of a
sinking fund, at the redemption price provided for such series
and in the manner hereinbelow provided. All or any part of
any series of the $100 Par Serial Preferred Stock may be
called for redemption without calling any part or all of any
other series of the $100 Par Serial Preferred Stock. If less
than all of any series of the $100 Par Serial Preferred is so
called, the Transfer Agent shall determine by lot or in some
other proper manner approved by the Board of Directors the
shares of such series of $100 Par Serial Preferred Stock to
be called.
Except for redemption effected by the operation of a
sinking fund, no call of less than all of the $100 Par Serial
Preferred Stock outstanding shall be made without setting
aside an amount equal to the dividends accumulated to the
redemption date fixed in such call and making or providing for
all sinking fund payments or redemptions then due on all of
the $100 Par Serial Preferred Stock then outstanding and not
called.
The sums payable in respect of any $100 Par Serial
Preferred Stock so called shall be payable at the office of an
incorporated bank or trust company; in good standing. Notice
of such call, stating the redemption date and the place where
the redemption price of the stock so called is payable, shall
be mailed not less than 30 days before the redemption date to
each holder of stock so called at his address as it appears
upon the books of the Company.
The Company shall, before the redemption date, deposit
with said bank or trust company all sums payable with respect
to the $100 Par Serial Preferred Stock so called. After such
mailing and deposit the holders of the $100 Par Serial Preferred
Stock so called for redemption shall cease to have any right
to future dividends or other rights or privileges as
stockholders in respect of such stock and shall be entitled to
look for payment on and after the redemption date only to the
sums so deposited with said bank or trust company for their
respective accounts. Stock so redeemed may be reissued but only
subject to the limitations imposed hereby upon the issue of $100
Par Serial Preferred Stock.
-5-
<PAGE>
Exhibit 3(i)
Page 74 of 194
At any time when there is no default in the payment of
any dividend on or in the making or providing for any sinking
fund payment on or redemption of any of the $100 Par Serial
Preferred Stock and there is no event of default as defined in
IV hereof, the Company may purchase all or any of the then
outstanding shares of the $100 Par Serial Preferred Stock of
any series upon the best terms reasonably obtainable but not
exceeding the then current redemption price of such shares.
III. Amounts Payable on Liquidation
The holders of any series of the $100 Par Serial
Preferred Stock shall receive upon any voluntary liquidation,
dissolution or winding up of the Company the then current
price at which shares of such series may be redeemed at the
option of the Company and if such action is involuntary $100
per share, plus in each case all dividends accrued and unpaid
to the date of such payment, before any payment in liquidation
is made on any junior stock.
If the net assets of the Company available for
distribution on liquidation shall be insufficient to pay in
full to the holders of the $100 Par Serial Preferred Stock the
preferential amounts to which they shall be entitled and to
the holders of the Company's $12.50 Par Preferred Stock the
$25 per share to which they are entitled, then such net assets
shall be distributed among the holders of the $100 Par Serial
Preferred Stock and of the Company's $12.50 Par Preferred Stock,
who shall receive a common percentage of the full respective
preferential amounts.
IV. Voting Powers
Except as provided herein and as provided by law, the
holders of the $100 Par Serial Preferred Stock shall have no
voting power or right to notice of any meeting.
Whenever dividends on any shares of the $100 Par Serial
Preferred Stock shall be in arrears in an amount equal to or
exceeding four quarterly dividend payments; or whenever there
shall have occurred some default in the observance of any of
the provisions hereof or of the provisions of any series of
$100 Par Serial Preferred Stock, or some default on which
action has been taken by debentureholders, bondholders,
holders of shares of any class of capital stock of the Company
ranking prior to the $100 Par Serial Preferred Stock in
respect of dividends or payments in liquidation or the
-6- <PAGE>
Exhibit 3(i)
Page 75 of 194
trustee of any deed of trust or mortgage of the Company, or
whenever the Company shall have been declared bankrupt or a
receiver of its property shall have been appointed (any of said
conditions before herein called an "event of default"), then the
holders of the $100 Par Serial Preferred Stock shall be given
notice of notice of all stockholders' meetings and shall have
the right, voting as a class, to elect the largest number of
directors constituting a minority of the Board of Directors of
the Company. When all arrears of dividends shall have been paid
and such event of default shall have terminated, all the rights
and powers of the holders of the $100 Par Serial Preferred Stock
to receive notice and to vote shall cease, subject to being
again revived or any subsequent event of default.
When the holders of the $100 Par Serial Preferred Stock
shall have acquired the right to elect a minority of the Board
of Directors, or such right shall cease, the Company shall
promptly after the first delivery to the Company of a written
request therefor by any stockholder, cause a meeting of the
stockholders to be held within 45 days from the delivery of such
request for the purpose of electing a new Board of Directors.
Forthwith, upon the election and qualification of the new Board
of Directors, the terms of office of the existing directors
shall terminate.
V. Action Requiring Certain Consent of $100 Par Serial
Preferred Stockholders
So long as any of the $100 Par Serial Preferred Stock is
outstanding, the Company shall not, without the affirmative vote
of the holders of at least two-thirds of the shares of the $100
Par Preferred Stock then outstanding, change the provisions
hereof or issue any shares of capital stock of the Company
ranking prior to the $100 Par Serial Preferred Stock in respect
of dividends or payments in liquidation, provided that in no
event shall any reduction of the dividend rate or of the amounts
payable upon redemption or liquidation with respect to any share
of the $100 Par Serial Preferred Stock be made without the
consent of the holder thereof.
So long as any of the $100 Par Serial Preferred Stock is
outstanding, the Company shall not, without the consent of the
holders of at least a majority of the shares of the $100 Par
Serial Preferred Stock then outstanding, issue any additional
shares, or reissue any reacquired shares, of the $100 Par
-7-
<PAGE>
Exhibit 3(i)
Page 76 of 194
Serial Preferred Stock or any other stock ranking on a parity
with the $100 Par Serial Preferred Stock in respect of dividends
or payments in liquidation, unless:
1. the net earnings of the Company available for the
payment of interest for 12 consecutive calendar months
ending not more than 90 days before the date of such
issuance are equal to at least one and three-quarters times
the aggregate of the annual interest charges on all
outstanding long-term indebtedness of the Company (excluding
interest charges on such indebtedness to be retired by the
application of the proceeds from the issuance of such
shares) and the annual dividend requirements on all $100 Par
Serial Preferred Stock and all $12.50 Par Preferred Stock and
all other stock if any, ranking on a parity with or having
priority over the $100 Par Serial Preferred Stock in respect
of dividends or payments in liquidation which will be
outstanding immediately after the issuance of such shares;
and
2. immediately after the issuance of such shares the
aggregate of (i) the par value of the Company's $100 Par Serial
Preferred Stock, $12.50 Par Preferred Stock and any other stock
ranking on a parity with or having a priority over the $100 Par
Serial Preferred Stock in respect of dividends or payments in
liquidation and (ii) the principal amount of all long-term
indebtedness is not more than seventy per cent (70%) of the
aggregate of (a) the principal amount of all long-term
indebtedness, (b) the par value of, or stated capital
represented by the Company's outstanding capital stock of all
classes and (c) the amount of the Comppany's surplus (both
capital and earned) as then stated on the Company's books.
VI. Merger, Consolidation or Sale of All Assets
With the approval of the holders of such number of shares of
the $100 Par Serial Preferred Stock as may be required by law,
the Company may merge or consolidate with or be merged into any
other corporation, or sell substantially all of its assets
subject to any applicable law.
VII. No Pre-emptive Right
The holders of the $100 Par Serial Preferred Stock shall
have no pre-emptive right to subscribe to any future issue of
additional shares of
-8-
<PAGE>
Exhibit 3(i)
Page 77 of 194
the $100 Par Serial Preferred Stock or of any other class of
stock of the Company now or hereafter authorized or to any
security convertible into such stock.
The holders of $12.50 Par Preferred Stock and Common Stock
shall have no pre-emptive right to subscribe to any issue of
shares of the $100 Par Serial Preferred Stock or to any security
convertible into shares of the $100 Par Serial Preferred Stock.
VIII. Immunity of Directors, Officers and Agents
No director, officer or agent of the Company shall be held
personally responsible for any action taken in good faith
through subsequently adjudged to be in violation hereof.
IX. Transfer Agent
The Company shall always have at least one Transfer Agent
for the $100 Par Serial Preferred Stock, which may be the
Company or a Connecticut incorporated bank or trust company of
good standing;
(v) There shall be and hereby is established a series of $100
Par Serial Preferred Stock and the designation of such series, the
authorized number of shares thereof and the terms thereof are as
follows:
1. The series of $100 Par Preferred Stock established
hereby shall be designated "$100 Par Serial Preferred
Stock, 5.75% Series" (hereinafter referred to as the "5.75%
Series") and the authorized number of shares of such series
shall be 9,600.
2. Dividends on said 5.75% Series shall be at the
rate of 5.75% of the par value thereof per annum and no
more and shall be cumulative from the date of issue
thereof. Said dividends, when declared, shall be payable
on the first day of January, April, July and October in
each year.
3. The shares of the 5.75% series shall be redeemable
upon the terms and conditions provided in said foregoing
resolution at the following redemption prices:
(a) if redeemed through operation of sinking
fund hereinafter provided for, at the redemption price
of $100 per share, and
(b) if redeemed otherwise than through operation
of said sinking fund,
-9-
<PAGE>
Exhibit 3(i)
Page 78 of 194
at $104.75 per share if redeemed on or before
January 1, 1971,
at $103.75 per share if redeemed thereafter and
on or before January 1, 1974,
at $102.75 per share if redeemed thereafter and
on or before January 1, 1977,
on at $101.75 per share if redeemed thereafter
and or before January 1, 1980,
and
thereafter at $101.00 per share,
plus, in all cases, that portion of the quarterly dividend
accrued thereon to the redemption date and all unpaid
dividends thereon, if any; provided, however, that prior to
January 1, 1971, no such redemption shall be made (other
than through operation of said sinking fund) directly or
indirectly from the proceeds, or in anticipation of the
sale of any stock or the issuance of any indebtedness for
money borrowed, having an effective dividend rate or an
effective interest cost (calculated in accordance with
accepted financial practices) as the case may be, of less
than 4.75%.
4. The sinking fund for the redemption of the
5.75% Series shall be as follows:
On January 1, 1969, and on each January 1
thereafter and for so long as any of the 5.75% Series
remains outstanding, the Company shall, to the extent
of any funds of the Company legally available
therefor, redeem 200 shares (or such lesser number of
shares as remain outstanding) of the 5.75% Series,
provided, however, that if in any year the Company
does not redeem such 200 shares, the deficiency shall
be made good on the first succeeding January 1 on
which the Company has funds legally available for the
redemption of shares pursuant to this sinking fund.
If the Company shall issue another series of
$100 Par Serial Preferred Stock for which there
-10-
<PAGE>
Exhibit 3(i)
Page 79 of 194
is provided annual sinking fund redemptions or payments
in excess of two per cent (2%) of the originally issued
shares of such series, the sinking fund redemption of
the 5.75% Series shall be increased from 200 shares to
an amount equal to 10,000 shares multiplied by the
percentage provided for such other series; provided,
however, that the sinking fund redemption of the 5.75%
Series shall in no event be increased to an amount
greater than 300 shares per annum.
5. No change in the provisions of the 5.75% Series, as
set forth herein, shall be made except to the extent and in
the manner provided in Item B, paragraph 6, section (iv),
part V hereof nor without the consent of the holders of at
least two-thirds of the outstanding shares of the 5.75%
Series.
C. The Plan of Merger was adopted by the merging corporations
in the following manner:
1. The Plan was approved by the Board of Directors of each
merging corporation.
2. The Plan was approved by vote of the shareholders of
Hartford and as to that corporation:
(i) The shareholder vote required to adopt the Plan
was 333,334 votes by the holders of its common stock and
40,000 votes by the holders of its $12.50 Par Preferred
Stock, the only classes of its stock.
(ii) The number of shares of common stock outstanding
and entitled to vote thereon was 500,000 shares and the
number of shares of $12.50 Par Preferred Stock outstanding
and entitled to vote thereon was 60,000 shares.
(iii) The voting power of such common stock and of
such preferred stock was one vote per share.
(iv) The vote in favor of the Plan was 419,571
affirmative votes of the holders of common stock and 51,785
affirmative votes of the holders of $12.50 Par Preferred
Stock.
3.The Plan was approved by vote of the shareholders of New
Britain and as to that corporation:
-11- <PAGE>
Exhibit 3(i)
Page 80 of 194
(i) The shareholder vote required to adopt the Plan was a
61,961 votes by the holders of its common stock and 6,400
votes by the holders of its Preferred Stock, 4.75% Series,
$100 par value, the only classes of its stock.
(ii) The number of shares of common stock outstanding and
entitled to vote thereon was 92,791 shares and the number
of shares of Preferred Stock, 4.75% Series, $100 par value,
outstanding and entitled to vote thereon was 9,600.
(iii) The voting power of such common stock and of such
preferred stock was one vote per share.
(iv) The vote in favor of the Plan was 77,960 affirmative
votes of the holders of common stock and 9,600 affirmative
votes of the holders of Preferred Stock, 4.75% Series,
$100 par value.
Dated at Hartford, Connecticut, this 30th day of August, 1968.
We hereby declare under the penalties of perjury that the
statements made in the foregoing certificate, insofar as they
pertain to The Hartford Gas Company, are true.
THE HARTFORD GAS COMPANY
R.H. Willis
By ______________________
President
W.A. MacDonald
__________________________
Secretary
We hereby declare under the penalties of perjury, that the
statements made in the foregoing certificate, insofar as they pertain
to The New Britain Gas Light Company, are true.
THE NEW BRITAIN GAS LIGHT
COMPANY
Edgar Rhodes
By ______________________
President
John S. Filbert
_________________________
Secretary
-12-
<PAGE>
Exhibit 3(i)
Page 81 of 194
EXHIBIT I
BY-LAWS OF CONNECTICUT NATURAL GAS CORPORATION
ARTICLE I
Directors
Sec. 1 The Board of Directors shall consist of not less than ten and
not more than sixteen persons who shall be stockholders of the Company and
who shall be elected annually by the stockholders by ballot in the manner
prescribed by law.
Sec. 2 The Board meetings shall be held in each calendar month
(excepting August) on dates in said months to be ordered by the Board.
Special meetings of the Board may be called at any time by the Chairman
or by the President, and shall be called on the written request of any
three members of the Board addressed to the chairman or the President.
Notice of Directors meetings shall be given by the Secretary who shall
mail written notice thereof to each Director at least two days before the
time appointed for each such meeting provided that no notice shall be
required other than that contained in this section of the By-Laws for the
stated meeting of the Board to be held immediately following the annual
meeting of the stockholders.
Sec. 3 At any meeting of the Board of Directors a majority shall be a
quorum for the transaction of business, but any meeting may be adjourned
from time to time by the vote of the Directors present.
ARTICLE II
Indemnity
Sec. 1 Each director of the Corporation shall be indemnified and
reimbursed by the Corporation for expenses necessarily incurred by him in
connection with the defense or reasonable settlement of any action, suit or
proceeding in which he is made a party by reason of his being or having been
a director of the Corporation except in relation to matters as to which he
is finally adjudged to be liable for negligence or misconduct in the
performance of his duties as such director. Such right of indemnification
and reimbursement shall not be exclusive of any other rights to which he may
be entitled. The rights herein provided for shall inure to each director
whether or not he is acting as such at the time such expenses are incurred
and in the event of his death such rights shall extend to his legal
representatives. Such indemnity and
<PAGE>
Exhibit 3(i)
Page 82 of 194
reimbursement shall be fixed by the Board of Directors, and if no quorum is
available, by a committee of stockholders who are not directors appointed by
the stockholders at a meeting called for the purpose.
ARTICLE III
Officers
Sec. 1 The officers of the Company shall be a President, a Secretary,
a Treasurer and, at the discretion of the Board of Directors, a Chairman and
one or more Vice Presidents. The Board of Directors may also appoint one or
more Assistant Secretaries, one or more Assistant Treasurers and such other
officers as the Board of Directors may deem advisable. The chief executive
officer shall be a Director. One person may hold any two offices except
that one person shall not hold more than one of the following offices:
Chairman, President, Secretary. All officers shall be elected or appointed
annually by the Board of Directors.
Sec. 2 The Board of Directors by a two-thirds vote of their number
shall have power to and may at any time remove from office any of the
persons elected or appointed by them.
Sec. 3 In case of death, removal or resignation of any of the
directors of officers of the Company, the remaining directors may supply the
vacancy thus created until the next election.
ARTICLE IV
Duties of the Chairman and President
Sec. 1 The Chairman, if such office shall be filled by the Board of
Directors, shall, when present, preside at all meetings of said Board and of
the Stockholders. He shall be an executive officer of the Company, shall be
the representative of the Board of Directors and, if the Board so
determines, shall be the chief executive officer of the Company, and, while
chief executive officer, his title shall be Chairman and Chief Executive
Officer. He shall perform such additional duties as may be assigned to him
from time to time by said Board.
Sec. 2 The President shall be an executive officer of the Company
and, if the Directors so determine or do not fill the office of the
Chairman, shall be the chief executive officer of the Company. If the
President be not the chief executive officer of the company, he shall
perform such duties as shall be assigned to him by the Chairman or by the
Board of Directors.
-2-
<PAGE>
Exhibit 3(i)
Page 83 of 194
Sec. 3 The chief executive officer of the Company shall have direct
and active supervision and control of the business and affairs of the
Company.
ARTICLE V
Duties of the Vice President
Sec. 1 The Vice President or Vice Presidents shall perform such
duties as may be assigned by the chief executive officer or the Board of
Directors.
ARTICLE VI
Duties of the Secretary and Assistant Secretary
Sec. 1 The Secretary shall record all the votes of the Corporation
and the minutes of its transactions in a book to be kept for that purpose.
He shall under the direction of the chief executive officer be present at
all meetings of the Board and keep a record of proceedings in a minute
book. He shall notify the stockholders of the annual and any special
meetings, and shall notify the members of the Board of Directors of all
regular and special meetings of the Board. He shall have charge of the
transfer of stock and the registry of any bonds of the Company and shall
keep records thereof in such manner as the Board of Directors shall from
time to time direct. He shall perform all the duties which are customary
and incident to the office of Secretary in like companies.
Sec. 2 The Assistant Secretary shall perform the duties of the
Secretary in case of the absence or disability of the Secretary.
ARTICLE VII
Duties of the Treasurer and Assistant Treasurer
Sec. 1 The Treasurer and Assistant Treasurer shall give bond for the
faithful discharge of their duties in such sum and with such surety or
sureties as the Board of Directors may require. The Treasurer shall keep
full and accurate accounts of receipts and disbursements and shall deposit
the Company's funds in the name and to the credit of the Company is such
depositories as may be determined by the Board of Directors. He shall
disburse the funds of the Company as may be ordered by the Board, taking
proper vouchers for such disbursements.
-3- <PAGE>
Exhibit 3(i)
Page 84 of 194
He shall have charge of the money, notes, bills and checks of the
Company, and may accept and endorse the same. He shall make such reports of
the receipts and disbursements in such form and detail and at such time as
the Board may direct.
Sec. 2 The Assistant Treasurer shall perform the duties of the
Treasurer in case of the absence or disability of the Treasurer and shall at
times render such assistance as the Treasurer may require.
Sec. 3 Checks on the funds of the Company, except in payment of
dividends, shall be signed by any one of the following: the Chairman, the
President, a Vice President, the Treasurer, and Assistant Treasurer.
ARTICLE VIII
Committees
Sec. 1 There shall be an Executive Committee consisting of such
directors as may be chosen by the Board of Directors. The Executive
Committee shall have charge of all matters which may be referred to it by
the Board of Directors and generally have oversight and authority with
regard to all business of the Company when the Board of Directors is not in
session.
Sec. 2 There shall be a Finance Committee consisting of such
directors as may be chosen by the Board of Directors. The Finance Committee
shall have such powers and duties relating to the financial aspects of the
business of the Company as the Board may designate.
Sec. 3 The Board of Directors may from time to time appoint such
other committees with such powers as the Board may determine.
Sec. 4 All committees shall report their actions and recommendations
to the Board of Directors at the next ensuing meeting of the Board. A
majority of each committee shall constitute a quorum for the transaction of
business. The Board of Directors shall fix the remuneration of the members
of committees.
-4-
<PAGE>
Exhibit 3(i)
Page 85 of 194
ARTICLE IX
Meeting of Stockholders
Sec. 1 The annual meeting of the stockholders of the Company for the
election of Directors and the transaction of such other business as may
properly come before the meeting shall be held in the City of Hartford, on
the third Wednesday of March in each year, at such hour as shall be
determined by resolution of the Board of Directors, or on such other day
thereafter in said month as the Board of Directors, or on such other day
thereafter in said notice stating the time and place of holding such meeting
shall be mailed by the Secretary to each stockholder of record at his last
known post office address, not less than seven days nor more than fifty days
before the date of said meeting.
Sec. 2 A special meeting of the stockholders shall be called at any
time by the Secretary in conformity with the vote of the Board of Directors,
or on the written request of a majority of the Directors addressed to the
chief executive officer of the Company, or on the written request of the
stockholders holding at least one-tenth of the issued and outstanding
capital stock of the Company. A printed notice of special meetings shall be
given by the Secretary stating the time and place for holding such meeting
and the object and purpose thereof. This notice shall be mailed to each
stockholder of record at his last known post office address not less than
seven days nor more than fifty days before the date of said meeting.
Sec. 3 At the annual or any special meeting of the stockholders, the
stockholders present or represented by proxy shall constitute a quorum for
the transaction of business.
Sec. 4 Stockholders may vote at any meeting either in person or by
proxy, but all proxies shall be in writing. Partnerships may sign the firm
name and the signature of any member thereof shall be sufficient.
Corporations may execute their proxies by the signature of the President,
attested by that of the Secretary and the corporate seal of the Company.
ARTICLE X
Certificates of Stock
Sec. 1 Certificates of stock shall be issued to the stockholders and
transfers of them made by the Secretary when required. The certificates
shall be signed by the Chairman, the President or Vice President and by the
Secretary or Assistant Secretary, the signature of whom may be facsimiles,
countersigned by the Transfer Agent, and sealed
-5-
<PAGE>
Exhibit 3(i)
Page 86 of 194
with the common seal of the Corporation or a facsimile thereof. A Transfer
Agent and a registrar of the stock may be appointed by the Board of
Directors. Transfers of stock shall be made upon the books of the Company
by the stockholder in person or by attorney duly authorized upon surrender
of the certificates.
Sec. 2 The Board of Directors may close the transfer books in its
discretion for a period not exceeding ten days preceding any meeting of the
stockholders or preceding the day appointed for the payment of a dividend
and the Board may in its discretion fix a record date for the determination
of stockholders entitled to vote at any meeting or to receive the payment of
a dividend.
ARTICLE XI
Amendments
Sec. 1 Amendments to the By-Laws may be made at any special or stated
meeting of the Board of Directors by vote or consent of at least two-thirds
of the entire number of directors, provided that no amendment shall be made
unless the notice of the meeting shall specify the amendment as the purpose
or one of the purposes of the meeting.
-6-
<PAGE>
Exhibit 3(i)
Page 87 of 194
EXHIBIT II
CONNECTICUT NATURAL GAS CORPORATION
DIRECTORS
Franklin S. Atwater Edgar G. Rhodes
Norman B. Bertolette Lester E. Shippoe
Charles E. Brainard Wilbur C. Stooble
Pomeroy Day Angelo Tomasso, Jr.
William W. Fisher Robert D. Twohig
Wilson C. Johnson Roger Wilkins
William T. Jebb Robert H. Willis
Roger J. Lennon Charles J. Zimmerman
OFFICERS
Robert H. Willis............. President and Chief Executive Officer
Herbert H. Johnson........... Vice President--Engineering and Planning
John S. Filbert.............. Vice President--Operations
Wallace A. MacDonald......... Secretary and Assistant Treasurer
Albert C. Dudley............. Treasurer
Victor H. Frauenhofer........ Controller and Assistant Secretary
Carl Thomson................. Assistant Treasurer and Assistant Secretary
<PAGE>
Exhibit 3(i)
Page 88 of 194
CONNECTICUT NATURAL GAS CORPORATION
Certificate Amending Charter
by Action of Board of Directors
(Stock Corporation)
I. The name of the corporation is CONNECTICUT NATURAL GAS
CORPORATION.
II. The charter is amended only by the following resolution of the
Board of Directors acting alone:
VOTED: There shall be and hereby is established a series of $100
Par Serial Preferred Stock; the designation of such series, the
authorized number of shares thereof and the terms thereof to be as
follows:
1. The Series of $100 Par Serial Preferred Stock established
hereby shall be designated "$100 Par Serial Preferred Stock, 7.75%
Series" (hereinafter referred to as the "7.75% Series") and the
authorized number of shares of such series shall be 60,000.
2. Dividends on said 7.75% Series shall be at the rate of
7.75% of the par value thereof per annum and no more and shall be
cumulative from the date of issue thereof. Said dividends, when
declared shall be payable on the first day of January, April, July
and October in each year.
3. The shares of the 7.75% Series shall be redeemable at the
following redemption prices:
(a) if redeemed through the operation of the sinking fund
provision for which is hereinafter made, at the redemption
price of $100 per share, and:
(b) if redeemed otherwise than through operation of said
sinking fund,
at $107.75 per share if redeemed on or before July 1, 1977
at $105.83 per share if redeemed thereafter and on or before
July 1, 1981
at $103.91 per share if redeemed thereafter and on or before
July 1, 1985
and
thereafter at $102.00 per share,
<PAGE>
Exhibit 3(i)
Page 89 of 194
plus, in all cases, that portion of the quarterly dividend
accrued thereon to the redemption date and all unpaid dividends
thereon, if any; provided, however, that prior to July 1, 1979,
no such redemption shall be made (other than through operation
of said sinking fund) directly or indirectly from the proceeds,
or in anticipation, of the sale of preferred stock or the
issuance of any indebtedness for money borrowed, having an
effective dividend rate or an effective interest cost
(calculated in accordance with accepted financial practice) as
the case may be, of less than 7.75%.
4. The sinking fund for the redemption of the 7.75%
Series shall be as follows:
On July 1, 1970, and on each July 1 thereafter and for so
long as any of the 7.75% Series remains outstanding, the
Company shall, to the extent of any funds of the Company
legally available therefor, redeem 2400 shares (or such lesser
number of shares as remain outstanding) of the 7.75% Series;
provided, however, that if in any year the company does not
redeem such 2400 shares, the deficiency shall be made good on
the first succeeding July 1 on which the Company has funds
legally available for the redemption of shares pursuant to this
sinking fund.
5. No change in the provisions of the 7.75% Series, as set
forth herein, shall be made except to the extent and in the
manner provided in part V of the terms, limitations and relative
rights and preferences of the Company's $100 Par Serial
Preferred Stock nor without the consent of the holders of at
least two-thirds of the outstanding shares of the 7.75% Series.
III. The above resolution was adopted by the Board of Directors
acting alone, the Board of Directors being so authorized pursuant to Section
33-341, Connecticut General Statutes, revision of 1958, as amended.
IV. The number of affirmative votes required to adopt such
resolution was eight (8).
V. The number of directors' votes in favor of the resolution was
twelve (12).
Dated at Hartford, Connecticut this 26th day of June, 1969.
<PAGE>
Exhibit 3(i)
Page 90 of 194
We hereby declare, under the penalties of perjury, that the
statements made in the foregoing certificate are true.
V. H. Frauenhofer, Vice President
_________________________________
W. A. MacDonald, Secretary
_________________________________
<PAGE>
Exhibit 3(i)
Page 91 of 194
CERTIFICATE AMENDING OR RESTATING CERTIFICATE OF INCORPORATION
BY ACTION OF ( ) INCORPORATION ( ) BOARD OF (X) BOARD OF DIRECTORS
DIRECTORS AND SHAREHOLDERS
61-38
VOL 24 133
STATE OF CONNECTICUT
SECRETARY OF THE STATE
30 TRINITY STREET
HARTFORD, CT 06106
---------------------------------------------------------------------------
1. Name of Corporation | DATE
Connecticut Natural Gas Corporation | February 18, 1970
---------------------------------------------------------------------------
2. The Certificate of Incorporation is:
|X| A. AMENDED ONLY | | B. AMENDED AND RESTATED | | C. RESTATED ONLY by the
following resolution
RESOLVED: That the charter of Connecticut Natural Gas Corporation be
and hereby is amended so as to provide that the authorized capital stock of
the Company consist of the following: 705,582 shares of common stock having
a par value of $12.50 per share, of which 685,582 shares are now
outstanding; 60,000 shares of preferred stock having a par value of $12.50
per share, known and designated as the "$12.50 Par Preferred Stock", all of
which are now outstanding; 100,000 shares of preferred stock having a par
value of $100 per share, known and designated as the Company's "$100 Par
Serial Preferred Stock: of which 9,400 shares are now outstanding, such
stock to be on a parity with respect to dividends and liquidation with the
$12.50 Par Preferred Stock and such stock neither to have nor to be subject
to any preemptive rights; and that the Board of Directors is authorized to
issue, from time to time, all such shares of $100 Par Serial Preferred
Stock, and, to the extent permitted by law, to fix and determine the terms,
limitations and (except that no amount payable on liquidation shall exceed
the then applicable call price) relative rights and preferences of such
stock, including, without limitation, the conditions under which they shall
be entitled to voting rights and the extent thereof, to divide such shares
into series and, to the extent permitted by law, to fix and determine the
variations among series.
[N.B. Since adoption of above, 60,000 additional shares of authorized
$100 Par Serial Preferred were issued and the then outstanding 9,400
shares were reduced to 9,100.]
3. (Omit if 2A is checked)
(a) The above resolution merely restates and does not change the
provisions of the original certificate of Incorporation as
supplemented and amended to date, except as follows: (Indicate
amendments made if any, if none, so indicate)
by increasing the number of common shares by 20,000 shares from
685,582 to 705,582.
(b) Other than as indicated in Par. 3(a), there is no discrepancy
between the provisions of the original Certificate of
Incorporation as supplemented to date, and the provisions of
this Certificate Relating the Certificate of Incorporation.
------------------------------------------------------------------------
| |4. (Check, if true)
The above resolution was adopted by vote of at least two-thirds of the
incorporators before the organization meeting of the corporation, and
approved in writing by all subscribers (if any) for shares of the
corporation, (or if nonstock corporation, by all applicants for
membership entitled to vote, if any)
We (at least two-thirds of the incorporators) hereby declare, under the
penalties of perjury, that the statements made in the foregoing are true.
<TABLE>
<S> <C> <C>
-------------------------------------------------------------------------------------
SIGNED |SIGNED |SIGNED
-------------------------------------------------------------------------------------
APPROVED
-------------------------------------------------------------------------------------
SIGNED |SIGNED |SIGNED
/TABLE
<PAGE>
Exhibit 3(i)
Page 92 of 194
134
(Omit if 2C is checked.)
The above resolution was adopted by the board of directors acting alone,
there being no shareholders or subscribers. | | the board of directors
being so authorized pursuant to Section 33-341, Conn. G.S. as amended
| | the corporation being a nonstock corporation and having no members
and no applicants for membership entitled to vote on such resolution
<TABLE>
<S> <C>
-------------------------------------------------------------------
5. The number of affirmative votes |6. The number of directors' votes
required to adopt such resolution is: | in favor of the resolution was:
------------------------------------------------------------------------------------
</TABLE>
We hereby declare, under penalties of perjury, that the statements made in
the foregoing certificate are true.
<TABLE>
<S> <C>
------------------------------------------------------------------------------------
NAME OF PRESIDENT OR VICE PRESIDENT |NAME OF SECRETARY OR ASSISTANT SECRETARY
------------------------------------------------------------------------------------
SIGNED PRESIDENT OR VICE PRESIDENT |SIGNED SECRETARY OF ASSISTANT SECRETARY
------------------------------------------------------------------------------------
</TABLE>
|X| 4. The above resolution was adopted by the board of directors and by
shareholders. on February 1, 1969 and March 27, 1969 respectively.
number of shares required to be voted as a class
<TABLE>
<S> <C> <C> <C>
------------------------------------------------------------------------------------
NUMBER OF SHARES |TOTAL VOTING POWER |VOTE REQUIRED FOR |VOTE FAVORING
ENTITLED TO VOTE | |ADOPTION |ADOPTION
------------------------------------------------------------------------------------
</TABLE>
(If the shares are entitled to vote as a class, indicate the designation
and number of outstanding shares of each such class, the voting power
thereof, and the vote of each class for the amendment resolution.
Shares outstanding: 60,000 Preferred and 685,592 Common
(one vote per share of each class of stock)
<TABLE>
<CAPTION>
For Against
--- -------
<S> <C> <C>
Preferred 43,272 931
Common 510,084 19,838
</TABLE>
We hereby declare under the penalties of perjury that the statements made
in the foregoing certificate are true.
<TABLE>
<S> <C>
------------------------------------------------------------------------------------
NAME OF PRESIDENT OR VICE PRESIDENT |NAME OF SECRETARY OR ASSISTANT SECRETARY
Robert H. Willis, President | Robert H. Dixon, Secretary
/s/ Robert H. Willis | /s/ Robert A. Dixon
------------------------------------------------------------------------------------
</TABLE>
| | 4. The above resolution was adopted by the board of directors and by
members
5. Vote of members:
(a) (Use if no members are required to vote as a class.)
<TABLE>
<S> <C> <C> <C>
------------------------------------------------------------------------------------
NUMBER OF MEMBERS |TOTAL VOTING | VOTE REQUIRED FOR |VOTE FAVORING
VOTING |POWER | ADOPTION |ADOPTION
------------------------------------------------------------------------------------
</TABLE>
(b) (If the members of any class are entitled to vote as a class, indicate
the designation and number of members of each such class, the voting power
thereof, and the vote of each such class for the amendment resolution.)
We hereby declare under the penalties of perjury, that the statements made
in the foregoing certificate are true.
TABLE
<PAGE>
<S> <C>
------------------------------------------------------------------------------------
NAME OF PRESIDENT OR VICE PRESIDENT |NAME OF SECRETARY OR ASSISTANT SECRETARY
------------------------------------------------------------------------------------
SIGNED PRESIDENT OR VICE PRESIDENT |SIGNED SECRETARY OF ASSISTANT SECRETARY
------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<S> <C> <C> <C> <C>
FILED Filing Fee |Tax Certification Fee| Total Fees
STATE OF CONNECTICUT $ 20 200 $ 2 $227
FEB 27 1970 2:30P.M.
Ella T. Grasso
SECRETARY OF THE STATE
/TABLE
<PAGE>
Exhibit 3(i)
Page 93 of 194
Vol 24 149
CERTIFICATE Amending Certificate of Incorporation
by action of Board of Directors and Shareholders
(Stock Corporation)
For office use only
STATE OF CONNECTICUT -------------------
Account No.
SECRETARY OF THE STATE
Initials
-------------------
1. Name of Corporation
CONNECTICUT NATURAL GAS CORPORATION April 16, 1970
2. (A) The Certificate of Incorporation is amended only by the
following resolutions:
RESOLVED: That the charter of Connecticut Natural Gas
Corporation be and hereby is amended so as to provide that the
authorized capital stock of the Company consist of the
following: 2,705,582 shares of common stock having a par value
of $12.50 per share, of which 685,582 shares are now
outstanding; 60,000 shares of preferred stock having a par value
of $12.50 per share, known as the "$12.50 Par Preferred Stock",
all of which are now outstanding; 100,000 shares of preferred
stock having a par value of $100 per share, known and designated
as the Company's "$100 Par Serial Preferred Stock" of which
69,100 shares are now outstanding, such stock to be on a parity
with respect to dividends and liquidation with the $12.50 Par
Preferred Stock and such stock neither to have nor to be subject
to any preemptive rights; and that the Board of Directors is
authorized to issue, from time to time, all such shares of $100
Par Serial Preferred Stock, and, to the extent permitted by law,
to fix and determine the terms, limitation and (except that no
amount payable on liquidation shall exceed the then applicable
call price) relative rights and preferences of such stock,
including, without limitation the conditions under which they
shall be entitled to voting rights and the extent thereof, to
divide such shares into series and, to the extent permitted by
law, to fix and determine the variations among series.
RESOLVED: That the charter of Connecticut Natural Gas
Corporation be and hereby is amended so as to provide that the
holders of any capital stock of the Company shall have no
preemptive right to subscribe to any future issue of any shares
of capital stock of the Company, now or hereafter authorized, or
of any security convertible into any shares of such capital
stock.
<PAGE>
Exhibit 3(i)
Page 94 of 194
150
RESOLVED: That the charter of Connecticut Natural Gas
Corporation be and hereby is amended by amending 2 of V of the
"terms, limitations and relative rights and preferences of the
Company's $100 Par Serial Preferred Stock", by substituting the
words and figures seventy-five per cent. (75%) for the words and
figures seventy per cent. (70%) so that the same shall read:
"2. immediately after the issuance of such shares the
aggregate of (i) the par value of the Company's $100 Par
Serial Preferred Stock, $12.50 Par Preferred Stock and any
other stock ranking on a parity with or having priority
over the $100 Par Serial Preferred Stock in respect of
dividends or payments in liquidation and (ii) the principal
amount of all long-term indebtedness, is not more than
seventy-five per cent. (75%) of the aggregate of (a) the
principal amount of all long-term indebtedness, (b) the par
value of, or stated capital represented by, the Company's
outstanding capital stock of all classes and (c) the amount
of the Company's surplus (both capital and earned) as then
stated on the Company's books."
3. Not applicable.
4. The above resolutions were adopted by the board of directors
and by the shareholders on March 23, 1970.
5. Vote of shareholders:
(a) Not applicable.
(b) Designation, number of outstanding shares of such class,
voting power thereof, and vote of each class for each amendment
resolution:
As to first resolution:
Shares outstanding: 60,000 $12.50 Par Preferred Stock;
685,582 Common Stock (one vote per share of each class of
stock):
<TABLE>
<CAPTION>
<S> <C> <C>
For Against
--- -------
$12.50 Par Preferred Stock 45,626 1,694
Common Stock 487,238 17,195
</TABLE>
<PAGE>
Exhibit 3(i)
Page 95 of 194
151
As to the second resolution:
Shares outstanding: 60,000 $12.50 Par Preferred Stock;
685,582 Common Stock (one vote per share of each class of
stock):
<TABLE>
<CAPTION>
<S> <C> <C>
For Against
--- -------
$12.50 Par Preferred Stock 40,405 5,915
Common Stock 467,052 36,548
</TABLE>
As to the third resolution:
Shares outstanding: 69,100 $12.50 $100 Par Serial Preferred Stock;
60,000 $12.50 Par Preferred Stock; 685,582 Common Stock (one vote per share
of each class of stock):
<TABLE>
<CAPTION>
<S> <C> <C>
For Against
--- -------
$100 Par Serial Preferred Stock 62,600 0
$12.50 Par Preferred Stock 45,924 1,396
Common Stock 483,072 21,384
</TABLE>
We hereby declare, under the penalties of perjury, that the
statements made in the foregoing certificate are true.
Robert H. Willis, President Robert A. Dixon, Secretary
--------------------------- --------------------------
President Secretary
Filed State of Connecticut April 20, 1970 3:15 p.m.
<PAGE>
Exhibit 3(i)
Page 96 of 194
<TABLE>
<CAPTION>
CERTIFICATE AMENDING OR RESTATING CERTIFICATE OF INCORPORATION
<S> <C> <C> <C>
BY ACTION OF ( ) INCORPORATION ( ) BOARD OF (X) BOARD OF DIRECTORS
DIRECTORS AND SHAREHOLDERS
(Stock Corporation) (Non-Stock Corporation)
</TABLE>
61-38
VOL 24 635
STATE OF CONNECTICUT
SECRETARY OF THE STATE
30 TRINITY STREET
HARTFORD, CT 06106
<TABLE>
<S> <C>
---------------------------------------------------------------------------
1. Name of Corporation | DATE
Connecticut Natural Gas Corporation | April 7, 1972
---------------------------------------------------------------------------
</TABLE>
2. The Certificate of Incorporation is:
<TABLE>
<S> <C> <C>
|X| A. AMENDED ONLY | | B. AMENDED AND RESTATED | | C. RESTATED ONLY by the
following resolution
</TABLE>
RESOLVED: That the charter of the Connecticut Natural Gas
Corporation be and hereby is amended so as to provide that the authorized
capital stock of the Company consist of the following: 2,705,582 shares of
common stock having a par value of $12.50 per share, of which 685,782
shares are now outstanding; 60,000 shares of preferred stock having a par
value of $12.50 per share, known as the "$12.50 Par Preferred Stock", all
of which are now outstanding; 400,000 shares of preferred stock having a
par value of $100 per share, known and designated as the Company's "$100
Par Serial Preferred Stock" of which 63,700 shares are now outstanding,
such stock to be on a parity with respect to dividends and liquidation with
the $12.50 Par Preferred Stock and such stock neither to have nor to be
subject to any preemptive rights; and that the Board of Directors is
authorized to issue, from time to time, all such shares of $100 Par Serial
Preferred Stock, and, to the extent permitted by law, to fix and determine
the terms, limitations and (except that no amount payable on liquidation
shall exceed the then applicable call price) relative rights and
preferences of such stock, including, without limitation, the conditions
under which they shall be entitled to voting rights and the extent thereof,
to divide such shares into series and, to the extent permitted by law, to
fix and determine the variations among series.
3. (Omit if 2A is checked)
(a) The above resolution merely restates and does not change the
provisions of the original certificate of Incorporation as
supplemented and amended to date, except as follows: (Indicate
amendments made if any, if none, so indicate)
by increasing the number of shares of $100 Par Preferred Stock
by 300,000 shares from 100,000 to 400,000.
(b) Other than as indicated in Par. 3(a), there is no discrepancy
between the provisions of the original Certificate of
Incorporation as supplemented to date, and the provisions of
this Certificate Relating to the Certificate of Incorporation.
---------------------------------------------------------------------------
| |4. (Check, if true)
The above resolution was adopted by vote of at least two-thirds of
the incorporators before the organization meeting of the corporation,
and approved in writing by all subscribers (if any) for shares of the
corporation, (or if nonstock corporation, by all applicants for
membership entitled to vote, if any)
We (at least two-thirds of the incorporators) hereby declare, under the
penalties of perjury, that the statements made in the foregoing are true.
<TABLE>
<S> <C> <C>
-------------------------------------------------------------------------------------
SIGNED |SIGNED |SIGNED
-------------------------------------------------------------------------------------
APPROVED
-------------------------------------------------------------------------------------<PAGE>
SIGNED |SIGNED |SIGNED
/TABLE
<PAGE>
Exhibit 3(i)
Page 97 of 194
(Omit if 2C is checked.)
The above resolution was adopted by the board of directors acting alone,
there being no shareholders or subscribers. | | the board of directors
being so authorized pursuant to Section 33-341, Conn. G.S. as amended
| | the corporation being a nonstock corporation and having no members
and no applicants for membership entitled to vote on such resolution
<TABLE>
<S> <C>
---------------------------------------------------------------------------
5. The number of affirmative votes |6. The number of directors' votes
required to adopt such resolution is: | in favor of the resolution was:
------------------------------------------------------------------------------------
</TABLE>
We hereby declare, under penalties of perjury, that the statements made in
the foregoing certificate are true.
<TABLE>
<S> <C>
------------------------------------------------------------------------------------
NAME OF PRESIDENT OR VICE PRESIDENT |NAME OF SECRETARY OR ASSISTANT SECRETARY
------------------------------------------------------------------------------------
SIGNED PRESIDENT OR VICE PRESIDENT |SIGNED SECRETARY OF ASSISTANT SECRETARY
------------------------------------------------------------------------------------
</TABLE>
|X| 4. The above resolution was adopted by the board of directors and by
shareholders. on February 28, 1972 March 23, 1972 respectively.
number of shares required to be voted as a class
<TABLE>
<S> <C> <C> <C>
------------------------------------------------------------------------------------
NUMBER OF SHARES |TOTAL VOTING POWER |VOTE REQUIRED FOR |VOTE FAVORING
ENTITLED TO VOTE | |ADOPTION |ADOPTION
------------------------------------------------------------------------------------
</TABLE>
(If the shares are entitled to vote as a class, indicate the designation
and number of outstanding shares of each such class, the voting power
thereof, and the vote of each class for the amendment resolution.
<TABLE>
<S> <C> <C> <C>
Class Shares Outstanding Voting Power favoring
----- ----------------- ----------- Adoption
Common 685,782 685,782 484,919
$12.50 Par Preferred Stock 60,000 60,000 45,725
$100 Par Serial Preferred Stock 63,700 63,700 47,300
</TABLE>
We hereby declare under the penalties of perjury that the statements made
in the foregoing certificate are true.
<TABLE>
<S> <C>
------------------------------------------------------------------------------------
NAME OF PRESIDENT OR VICE PRESIDENT |NAME OF SECRETARY OR ASSISTANT SECRETARY
Robert H. Willis, President | Robert A. Dixon, Secretary
/s/ Robert H. Willis | /s/ Robert A. Dixon
------------------------------------------------------------------------------------
</TABLE>
| | 4. The above resolution was adopted by the board of directors and by
members
5. Vote of members:
(a) (Use if no members are required to vote as a class.)
<TABLE>
<S> <C> <C> <C>
------------------------------------------------------------------------------------
NUMBER OF MEMBERS |TOTAL VOTING | VOTE REQUIRED FOR |VOTE FAVORING
VOTING |POWER | ADOPTION |ADOPTION
------------------------------------------------------------------------------------
</TABLE>
(b) (If the members of any class are entitled to vote as a class, indicate
the designation and number of members of each such class, the voting power
thereof, and the vote of each such class for the amendment resolution.)
We hereby declare under the penalties of perjury, that the statements made
in the foregoing certificate are true.
<TABLE>
<S> <C>
------------------------------------------------------------------------------------
NAME OF PRESIDENT OR VICE PRESIDENT |NAME OF SECRETARY OR ASSISTANT SECRETARY
------------------------------------------------------------------------------------
SIGNED PRESIDENT OR VICE PRESIDENT |SIGNED SECRETARY OF ASSISTANT SECRETARY<PAGE>
------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<S> <C> <C> <C> <C>
FILED Filing Fee Tax Certification Fee| Total Fees
STATE OF CONNECTICUT $ 20 750 $ $770
</TABLE>
<TABLE>
<S> <C>
APR 18 1972 2:15P.M. Certified Copy
______________ 5-15-72
SECRETARY OF THE STATE TO: Robinson, Robinson and Cole
799 Main St., Hartford 06103 Mrs. Betty Pacey
</TABLE> <PAGE>
Exhibit 3(i)
Page 98 of 194
Vol 25 73
CONNECTICUT NATURAL GAS CORPORATION
Certificate Amending Charter
by Action of Board of Directors
(Stock Corporation)
I. The name of the corporation is CONNECTICUT NATURAL GAS
CORPORATION.
II. The charter is amended only by the following resolution of the
Board of Directors acting alone:
VOTED: There shall be and hereby is established a series of
$100 Par Serial Preferred Stock; the designation of such series, the
authorized number of shares thereof and the terms thereof to be as
follows:
1. The Series of $100 Par Serial Preferred Stock established
hereby shall be designated "$100 Par Serial Preferred Stock, 8.25%
Series" (hereinafter referred to as the "8.25% Series") and the
authorized number of shares of such series shall be 55,000.
2. Dividends on said 8.25% Series shall be at the rate of 8.25%
of the par value thereof per annum and no more shall be cumulative
from the date of issue thereof. Said dividends, when declared, shall
be payable on the first day of February, May, August and November in
each year.
3. The shares of the 8.25% Series shall be redeemable at the
following redemption prices:
(a) if redeemed through the operation of the sinking fund
provision for which is hereinafter made, at the redemption price
of $100 per share, and
(b) if redeemed otherwise than through operation of said
sinking fund,
at $108.25 per share if redeemed on or before August 1, 1976;
at $105.75 per share if redeemed thereafter and on or before
August 1, 1979;
at $103.25 per share if redeemed thereafter and on or before
August 1, 1982;
and thereafter at $101.00 per share.
plus, in all cases, that portion of the quarterly dividend
accrued thereon to the redemption date and all unpaid dividends
thereon, if any; provided, however, that prior to August 1,
1981, no such redemption shall be made (other than through
operation of said sinking fund) directly or indirectly from the
proceeds, or in anticipation, of the sale of preferred stock or
the issuance of any indebtedness for money borrowed, having an
<PAGE>
Exhibit 3(i)
Page 99 of 194
74
effective dividend rate or an effective interest cost
(calculated in accordance with accepted financial practices) as
the case may be, of less than 8.25% and that, in the event a
redemption be made on or after August 1, 1981 but prior to
August 1, 1983 by means of such a refunding (at a lower
dividend rate or interest cost), the redemption price shall be
$108.50 per share.
4. The sinking fund for the redemption of the 8.25% Series
shall be as follows:
On August 1 in each of the years 1974-1987, both inclusive, the
Company shall, to the extent of any funds of the Company legallyavailable
therefor, redeem 3,437 of such shares (or such lesser number of shares as
remain outstanding) and, on August 1, 1988 (to the extent of such funds
legally available therefor), redeem the balance (if any) of such shares;
provided, however, that, if in any year the Company does not redeem the
shares required to be redeemed as above provided, the deficiency shall be
made good on the first succeeding August 1 on which the Company has funds
legally available for the redemption of shares pursuant to this sinking
fund.
5. No change in the provision of the 8.25% Series, as set forth
herein, shall be made except to the extend and in the manner provided
in part V of the terms, limitations and relative rights and preferences of
the Company's $100 Par Serial Preferred Stock nor without the consent of
the holders of at least two-thirds of the outstanding shares of the 8.25%
Series.
III. The above resolution was adopted by the Board of Directors
acting alone, the Board of Directors being so authorized pursuant to
Section 33-341, Connecticut General Statutes, revision of 1958, as amended.
IV. The number of affirmative votes required to adopt such
resolution was seven (7).
V. The number of directors' votes in favor of the resolution was ten
(10).
Dated at Hartford, Connecticut this 23 day of July, 1973.
We hereby declare, under the penalties of perjury, that the
statements
made in the foregoing certificate are true.
Filed State of Connecticut Robert H. Willis
July 24, 1973 2:10 p.m. President
Secretary of State R. A. Dixon
Secretary
-2-
<PAGE>
Exhibit 3(i)
Page 100 of 194
Vol 25 363
CERTIFICATE OF MERGER
OF
THE GREENWICH GAS COMPANY
WITH AND INTO
CONNECTICUT NATURAL GAS CORPORATION
1. The name of the surviving corporation is
THE CONNECTICUT NATURAL GAS CORPORATION
2. The Plan of Merger is as follows:
ARTICLE I
Parties and Effective Date
(a) The Greenwich Gas Company, a Connecticut corporation,
("Greenwich") shall be merged with and into Connecticut Natural Gas
Corporation, a Connecticut corporation ("CNG" or the "Surviving
Corporation"), both such corporations being sometimes referred to as the
"Constituent Corporations", in accordance with the applicable statutes of
the State of Connecticut.
(b) The effective date and hour of the statutory merger described
herein (the "Effective Date") shall be the day and the hour on which a
Certificate of Merger under Sections 33-367 and 33-285 of the Connecticut
Stock Corporation Act shall be filed in the office of the Secretary of the
State of Connecticut in accordance with the terms and conditions of the
Agreement and Plan of Merger between CNG and Greenwich.
ARTICLE II
Effect of Merger
Upon the Effective Date, the separate existence of Greenwich shall
cease and Greenwich shall be merged with and into the Surviving
Corporation. The Surviving Corporation shall, from and after the Effective
Date, possess all the rights, privileges, immunities and franchises of
whatsoever nature and description of a public as well as of a private
nature, and be subject to all the restrictions, disabilities and duties of
each of the Constituent Corporations; and all property, real, personal and
mixed, and all debts due to either of the Constituent Corporations on
whatever account, and all and
<PAGE>
Exhibit 3(i)
Page 101 of 194
364
every other interest of or belonging to or due to each of the Constituent
Corporations, and every devise or bequest which either of the Constituent
Corporations would have been capable of taking shall be vested in the
Surviving Corporation without further act or deed; and all property,
rights, privileges, immunities and franchises, and all and every other
interest shall be thereafter as effectually the property of the Surviving
Corporation as they were of the respective Constituent Corporations; and
the title to any real estate vested by deed or otherwise, in any of the
Constituent Corporations, shall not revert or be in any way impaired by
reason of such merger. All rights of creditors and all liens upon the
property of the Constituent Corporations shall be preserved and unimpaired,
and the respective Constituent Corporations may be deemed to continue in
existence in order to preserve the same, and all debts, liabilities and
duties of the Constituent Corporations shall thenceforth attach to the
Surviving Corporation, and may be enforced against it to the same extent as
if said debts, liabilities and duties had been incurred or contracted by
it. Any existing claim or action or proceeding, whether civil, criminal or
administrative, pending or by or against either Constituent Corporation may
be prosecuted to judgment or decree as if such merger had not taken place,
or the Surviving Corporation may be substituted in such action or
proceeding.
ARTICLE III
Charter and Bylaws
(a) The Charter of CNG in effect immediately prior to the Effective
Date, amended to effectuate this Plan of Merger, shall be the Charter of
the Surviving Corporation.
(b) The Bylaws of CNG in effect immediately prior to the Effective
Date shall be the Bylaws of the Surviving Corporation.
ARTICLE IV
Conversion of Shares
(a) COMMON STOCK OF GREENWICH. Each share of common stock of
Greenwich which is issued and outstanding on the Effective Date (other than
shares of Greenwich common stock then owned by shareholders who have duly
given objections to the merger and demands for purchase in accordance with
the provisions of Section 33-374 of the Stock Corporation Act of the State
of Connecticut and with respect to which such demands shall not have been
withdrawn
-2-
<PAGE>
Exhibit 3(i)
Page 102 of 194
365
with the consent of Greenwich and CNG, such shares being hereinafter
referred to in this paragraph as "Dissenting Shares") shall, by virtue of
the merger, and without any action on the part of the holder thereof, be
converted into two-thirds (2/3) of a share of common stock, par value
$12.50, of CNG. As promptly as practicable after the Effective Date, each
holder of an outstanding certificate or certificates theretofore
representing shares of Greenwich common stock (other than certificates
representing Dissenting Shares) shall surrender the same to Hartford
National Bank and Trust Company as Transfer Agent of CNG. Such holder
shall be entitled on such surrender to receive in exchange therefor a
certificate or certificates representing the number of full shares of CNG
common stock into which the shares of Greenwich common stock theretofore
represented by the certificate or certificates so surrendered shall have
been converted as aforesaid. Fractional shares of CNG common stock shall
not be issued; but in lieu thereof, CNG shall pay for each share of
Greenwich common stock which is not convertible into whole shares of CNG
common stock an amount equal to two-thirds (2/3) of the mean between the
last preceding published high and low bid prices of CNG's common stock in
the over-the-counter market on or before the date of mailing the notice and
proxy statement for the Greenwich shareholders' meeting to approve this
Agreement, such prices to be those obtained from National Quotation Bureau,
Inc., representing inter-dealer quotations which do not include retail
mark-up, mark-down or commissions.
Until so surrendered, each outstanding certificate which, prior to
the Effective Date, represented Greenwich common stock (other than
certificates representing Dissenting Shares) shall be deemed for all
purposes, other than the payment of dividends or other distributions, to
evidence ownership of the whole number of shares of CNG common stock into
which the shares of Greenwich common stock (which, prior to the Effective
Date, were represented thereby) have been so converted; and no dividend or
other distribution, if any, payable to holders of record of the shares of
CNG common stock as of any date subsequent to the Effective Date shall be
paid to the holders of outstanding certificates theretofore representing
shares of Greenwich common stock; provided, however, that, upon surrender
and exchange of such outstanding certificates (other than certificates
representing Dissenting Shares) theretofore representing shares of
Greenwich common stock, there shall be paid to the record holders of the
certificates issued in exchange therefore the amount, without interest
thereon, of dividends and other distributions, if any, which would have
theretofore become payable with respect to the shares of CNG common stock
represented thereby.
-3-
<PAGE>
Exhibit 3(i)
Page 103 of 194
366
(b) GREENWICH 6% CUMULATIVE PREFERRED STOCK. Each share of issued
and outstanding Greenwich 6% Cumulative Prior Preferred Stock $25 par
value, shall be exchanged for one-fourth (1/4) of a share of CNG $100 Par
Serial Preferred Stock, 6% Series A, with cumulative dividends at 6% of the
par value thereof per annum, having the terms, limitations and relative
rights and preferences as set forth in the Charter of CNG, as amended to
authorize the issuance of such shares.
(c) GREENWICH 6 1/4% CUMULATIVE PRIOR PREFERRED STOCK. Each share
of issued and outstanding Greenwich 6 1/4% Cumulative Prior Preferred
Stock, $25 par value, shall be exchanged for one-fourth (1/4) of a share of
CNG $100 Par Serial Preferred Stock, 6.25% Series, with cumulative
dividends at 6.25% of the par value thereof per annum, having the terms,
limitations and relative rights and preferences as set forth in the Charter
of CNG, as amended to authorize the issuance of such shares.
(d) GREENWICH $1.50 PREFERRED SHARES. Each share of Greenwich $1.50
Preferred Shares no par value, 6% Series, issued and outstanding on the
Effective Date (other than shares of such stock then owned by shareholders
who have duly given objections to the merger and demands for purchase in
accordance with the provisions of Section 33-374 of the Stock Corporation
Act of the State of Connecticut and with respect to which such demands
shall not have been withdrawn with the consent of Greenwich and CNG, such
shares being hereinafter referred to in this paragraph (d) as "Dissenting
Shares") shall, by virtue of the merger and without any action on the part
of the holder thereof, be converted into one-quarter (1/4) share of CNG
$100 Par Serial Preferred Stock, 6% Series B, with cumulative dividends at
6% of the par value thereof per annum, having the terms, limitations and
relative rights and preferences as set forth in the Charter of CNG, as
amended to authorize the issuance of such shares. Fractional shares of CNG
$100 Par Serial Preferred Stock 6%, Series B shall not be issued; but, in
lieu thereof, CNG shall pay for each share of Greenwich $1.50 Preferred
Shares which is not convertible into whole shares of CNG $100 Par Serial
Preferred Stock 6%, Series B, an amount equal to the mean between the last
preceding published high and low bid prices of Greenwich $1.50 Preferred
Shares in the over-the-counter market on or before the date of mailing the
notice and proxy statement for the Greenwich Shareholders Meeting to
approve this Agreement, such prices to be those obtained from National
Quotation Bureau, Inc. representing inter-dealer quotations which do not
include retail markup, markdown, or commissions.
Until so surrendered, each outstanding certificate which, prior to
the Effective Date, represented Greenwich $1.50 Preferred
-4-
<PAGE>
Exhibit 3(i)
Page 104 of 194
367
Shares (other than certificates representing Dissenting Shares) shall be
deemed for all purposes, other than the payment of dividends or other
distributions to evidence ownership of the whole number of shares of CNG
$100 Par Serial Preferred Stock, 6% Series B, into which the shares of
Greenwich $1.50 Preferred Shares (which, prior to the Effective Date, were
represented thereby) have been so converted; and no dividend or other
distribution, if any, payable to the holders of record of the shares of CNG
$100 Par Serial Preferred Stock 6% Series B, as of any date subsequent to
the Effective Date shall be paid to the holders of outstanding certificates
theretofore representing shares of Greenwich $1.50 Preferred Shares;
provided however, that upon surrender and exchange of such outstanding
certificates (other than certificates representing Dissenting Shares)
theretofore representing shares of Greenwich $1.50 Preferred Shares, there
shall be paid to the record holders of the certificates issued in exchange
therefor the amount, without interest thereon, of dividends and other
distributions, if any, which would have theretofore become payable with
respect to the shares of CNG $100 Par Serial Preferred Stock 6% Series B
represented thereby.
(e) CNG COMMON AND PREFERRED SHARES. Each share of CNG common and
preferred stock issued and outstanding on the Effective Date shall continue
without change as a like share of stock in the Surviving Corporation.
ARTICLE V
Board of Directors and Officers
-------------------------------
(a) Initially, and until the election and qualification of their
respective successors, the members of the Board of Directors of the
Surviving Corporation shall be as follows: Franklin S. Atwater, Dr. Arthur
C. Banks, Jr., James F. English, Jr., William W. Fisher, Dr. Dorothy C.
Goodwin, Roger J. Larson, Denis F. Mullane, Dr. Eli Shapiro, Everett Smith,
Jr., Angelo Tomasso, Jr., Bruce N. Torell, Robert D. Twohig, Roger C.
Wilkins, Robert H. Willis, Richard A. Winslow.
(b) The officers of the Surviving Corporation shall be the officers
of CNG immediately prior to the Effective Date, together with Richard A.
Winslow as Senior Vice President and John P. Brennan as Vice President.
ARTICLE VI
Approval of Shareholders
There shall be required for the approval of the merger described
herein the affirmative vote of the holders of a majority of CNG common
stock and CNG $12.50 Par Preferred Stock, voting as one class, issued and
outstanding upon the date of record for voting upon such merger at the
special meeting of such classes to be called pursuant to said Agreement and
Plan of Merger. The approval of such merger by shareholders of Greenwich
-5-
<PAGE>
Exhibit 3(i)
Page 105 of 194
368
shall require the affirmative vote of the holders of at least two-thirds
(2/3) of the issued and outstanding shares of each class of capital stock
of Greenwich as of the record date of the special meeting thereof called
pursuant to such Agreement.
3. The Plan of Merger was approved by resolution of the Board of
Directors of The Greenwich Gas Company and has been approved and adopted by
votes representing more than two-thirds of the issued and outstanding
shares of each class of its capital stock. The shareholder vote was as
follows:
<TABLE>
<S> <C> <C> <C> <C>
Shares of Shares Shares Shares Shares
Common Stock Required to Voted On Voted in Voted
Outstanding Adopt Plan Plan Favor of Plan Against Plan
------------ ----------- -------- ------------- ------------
250,536 166,857 193,298 191,745 1,553
Shares of 6%
Cumulative
Prior Preferred Shares Shares Shares Shares
Stock Required to Voted On Voted in Voted
Outstanding Adopt Plan Plan Favor of Plan Against Plan
------------ ----------- -------- ------------- ------------
12,000 7,922 12,000 12,000 0
Shares of 6 1/4%
Cumulative
Prior Preferred Shares Shares Shares Shares
Stock Required to Voted On Voted in Voted
Outstanding Adopt Plan Plan Favor of Plan Against Plan
------------ ----------- -------- ------------- ------------
16,400 10,922 16,400 16,400 0
Shares of $1.50 Shares Shares Shares Shares
Preferred Stock Required to Voted On Voted in Voted
Outstanding Adopt Plan Plan Favor of Plan Against Plan
------------ ----------- -------- ------------- ------------
26,553 17,684 22,607 19,432 3,175
</TABLE>
-6-
<PAGE>
Exhibit 3(i)
Page 106 of 194
369
4. The Plan of Merger was approved by resolution of the Board of
Directors of Connecticut Natural Gas Corporation and has been approved and
adopted by votes representing a majority of the issued and outstanding
shares of its Common Stock and $12.50 Par Preferred Stock, voting as one
class. The shareholder vote was as follows:
<TABLE>
<S> <C> <C> <C> <C>
Shares of Common
and $12.50
Par Preferred Shares Shares Shares Shares
Stock Required to Voted On Voted in Voted
Outstanding Adopt Plan Plan Favor of Plan Against Plan
------------ ----------- -------- ------------- ------------
746,177 373,089 464,183.913 451,982.921 12,200.992
</TABLE>
Dated at Hartford, Connecticut, this 30th day of August, 1974.
We hereby declare under the penalties of false statement, that the
statements made in the forgoing certificate, insofar as they pertain to The
Greenwich Gas Company, are true.
THE GREENWICH GAS COMPANY
By________________________________
Richard A. Winslow, President
________________________________
Frank J. Coyle, Secretary
We hereby declare, under the penalties of false statement, that the
statements made in the foregoing certificate, insofar as they pertain to
Connecticut Natural Gas Corporation, are true.
CONNECTICUT NATURAL GAS CORPORATION
By ________________________________
V. Frauenhofer
Senior Vice President
_______________________________
Carl Thomsen
Assistant Secretary
FILED State of Connecticut
August 30 1974 3:50 p.m.
<PAGE>
Exhibit 3(i)
Page 107 of 194
VOL 25 377
CONNECTICUT NATURAL GAS CORPORATION
Certificate Amending Charter
by Action of Board of Directors
(Stock Corporation)
I. The name of the corporation is CONNECTICUT NATURAL GAS
CORPORATION.
II. The charter is amended only by the following resolutions of the
Board of Directors acting alone:
VOTED: There shall be and hereby is established a series of
$100 Par Serial Preferred Stock; the designation of such series, the
authorized number of shares thereof and the terms thereof to be as
follows:
1. The Series of $100 Par Preferred Stock established hereby
shall be designated "$100 Par Serial Stock, 6% Series A" (hereinafter
referred to as the "6% Series A") and the authorized number of shares
of such series shall be 3,000.
2. Dividends on said 6% Series A shall be at the rate of 6% of
the par value thereof per annum and no more shall be cumulative from
the date of issue thereof. Said dividends, when declared, shall be
payable on the first day of January, April, July and October in each
year.
3. The shares of the 6% Series A shall be redeemable at the
following redemption prices:
(a) if redeemed through the operation of the sinking fund
provision for which is hereinafter made, at the redemption price
of $100 per share, and
(b) if redeemed otherwise than through operation of said
sinking fund,
at $102.00 per share if redeemed on or before
December 31, 1974;
at $101.50 per share if redeemed thereafter
and on or before December 31, 1975;
at $101.00 per share if redeemed thereafter
and on or before December 31, 1976;
at $100.50 per share if redeemed thereafter
and on or before December 31, 1977;
and thereafter at $100 per share;
plus, in all cases, that portion of the quarterly dividend
accrued thereon to the redemption date and all unpaid dividends
thereof, if any.
4. The sinking fund for the redemption of the 6% Series A
shall be as follows:
On October 1 in each of the years 1974-1981, both inclusive, the
Company shall, to the extent of any funds of the Company legally
available therefor,
<PAGE>
Exhibit 3(i)
Page 108 of 194
378
-2-
redeem 375 of such shares (or such lesser number of shares as remain
outstanding); provided, however, that, if in any year the Company
does not redeem the shares required to be redeemed as above provided,
the deficiency shall be made good on the first succeeding October 1
on which the Company has funds legally available for the redemption
of shares pursuant to this sinking fund.
5. In the case of all redemptions, if less than all of the
outstanding shares of the $100 Par Serial Preferred Stock, 6% Series A, are
to be called for redemption:
(i) so long as the initial owner of the stock of such series
originally issued is a holder of record, a pro rata portion of
the shares held by such initial owner (to the nearest full
share) shall be called for redemption;
(ii) if there are less than twenty (20) holders of record of the
shares of such series, a proportionate part of the shares of
such series of each holder of record shall be called for
redemption;
provided, however, that such adjustments may be made among the shares to be
redeemed as are necessary to avoid fractional parts of shares.
6. No change in the provisions of the 6% Series A, as set forth
herein, shall be made except to the extent and in the manner provided in
part V of the terms, limitations and relative rights and preferences of the
Company's $100 Par Serial Preferred Stock nor without the consent of the
holders of at least two-thirds of the outstanding shares of the 6% Series
A.
VOTED: There shall be and hereby is established a series of $100 Par
Preferred Stock; the designation of such series, the authorized number of
shares thereof and the terms thereof to be as follows:
1. The Series of $100 Par Serial Preferred Stock established hereby
shall be designated "$100 Par Serial Preferred Stock, 6% Series B"
(hereinafter referred to as the "6% Series B") and the authorized number of
shares of such series shall be 6,638.
2. Dividends on said 6% Series B shall be at the rate of 6% of the
par value thereof per annum and no more shall be cumulative from the date
of issue therof. Said dividends, when declared, shall be payable on the
first day of January, April, July and October in each year.
3. The shares of the 6% Series B shall be redeemable for all
purposes at $110 per share plus, in all cases, that portion of the
quarterly dividend accrued thereon to the redemption date and all unpaid
dividends thereon, if any.
<PAGE>
Exhibit 3(i)
Page 109 of 194
379
-3-
4. No change in the provisions of the 6% Series B, as set forth
herein, shall be made except to the extent and in the manner provided in
part V of the terms, limitations and relative rights and preferences of the
Company's $100 Par Serial Preferred Stock nor without the consent of the
holders of at least two-thirds of the outstanding shares of the 6% Series
B.
VOTED: There shall be and hereby is established a series of $100
Par Preferred Stock; the designation of such series, the authorized number
of shares thereof and the terms thereof to be as follows:
1. The Series of $100 Par Serial Preferred Stock established hereby
shall be designated $100 Par Serial Preferred Stock, 6.25% Series"
(hereinafter referred to as the "6.25% Series") and the authorized number
of shares of such series shall be 4,100.
2. Dividends on said 6.25% Series shall be at the rate of 6.25% of
the par value thereof per annum and no more shall be cumulative from the
date of issue thereof. Said dividends, when declared, shall be payable on
the first day of January, April, July and October in each year.
3. The shares of the 6.25% Series shall be redeemable at the
following redemption prices:
(a) if redeemed through the operation of the sinking fund
provision for which is hereinafter made, at the redemption price
of $100 per share, and
(b) if redeemed otherwise than through operation of said
sinking fund,
at $105.725 per share if redeemed on or before
December 31, 1974;
at $105.200 per share if redeemed thereafter
and on or before December 31, 1975;
at $104.725 per share if redeemed thereafter
and on or before December 31, 1976;
at $104.150 per share if redeemed thereafter
and on or before December 31, 1977;
at $103.625 per share if redeemed thereafter
and on or before December 31, 1978;
at $103.100 per share if redeemed thereafter
and on or before December 31, 1979;
at $102.575 per share if redeemed thereafter
and on or before December 31, 1980;
at $102.050 per share if redeemed thereafter
and on or before December 31, 1981;
at $101.525 per share if redeemed thereafter
and on or before December 31, 1982;
and thereafter at $101 per share;
plus, in all cases, that portion of the quarterly dividend
accrued thereon to the redemption date and all unpaid dividends
thereon, if any; provided,
<PAGE>
Exhibit 3(i)
Page 110 of 194
380
-4-
however, that, if prior to January 1, 1978, any such redemption
shall be by the application of funds secured through the
issuance of securities (including, without limitation, shares of
capital stock of any class or securities, convertible into or
evidencing a right to subscribe for or purchase shares of
capital stock, or bonds, debentures, notes, or other evidences
of indebtedness) or by application of moneys borrowed in
anticipation of the issuance of any securities, the redemption
price shall be $110. In all cases of redemption of shares of
6.25% Series prior to January 1, 1978, the Board of Directors
shall first adopt a resolution stating the sources of moneys to
be used by the corporation in effecting the proposed redemption
and finding and declaring that such redemption does not violate
the foregoing provisions of this paragraph.
4. The sinking fund for the redemption of the 6.25% Series shall be
as follows:
On January 1 in each year so long as any shares of the 6.25%
Series remain outstanding, the Company shall, to the extent of any
funds of the Company legally available therefor, prior to 1979 redeem
150 and thereafter 250 of such shares (or such lesser number of
shares as remain outstanding); provided, however, that, if in any
year the Company does not redeem the shares required to be redeemed
as above provided, the deficiency shall be made good on the first
succeeding January 1 on which the Company has funds legally available
for the redemption of shares pursuant to this sinking fund.
5. In the case of all redemptions, if less than all of the
outstanding shares of the $100 Par Serial Preferred Stock, 6.25% Series,
are to be called for redemption:
(i) so long as the initial owner of the stock of such series
originally issued is a holder of record, a pro rata portion of the
shares held by such initial owner (to the nearest full share) shall
be called for redemption;
(ii) if there are less than twenty (20) holders of record of the
shares of such series, a proportionate part of the shares of such
series of each holder of record shall be called for redemption;
provided, however, that such adjustments may be made among the shares to be
redeemed as are necessary to avoid fractional parts of shares.
6. No change in the provisions of the 6.25% Series, as set forth
herein, shall be made except to the extent and in the manner provided in
part V of the
<PAGE>
Exhibit 3(i)
Page 111 of 194
terms, limitations and relative rights and preferences of the Company's
$100 Par Serial Preferred Stock nor without the consent of the holders of
at least two-thirds of the outstanding shares of the 6.25% Series.
III. The above resolutions were adopted by the Board of Directors
acting alone at a meeting held May 23, 1974, the Board of Directors being
so authorized pursuant to Section 23-341, Connecticut General Statutes,
revision 1958, as amended.
IV. The number of affirmative votes required to adopt each such
resolution was seven (7).
V. The number of directors' votes in favor of each such resolution
was twelve (12).
Dated at Hartford, Connecticut, this 31, day of July, 1974.
We hereby declare, under the penalties of false statement, that the
statements made in the foregoing certificate are true.
R.H. Willis
_______________________________________
Chairman and President
R.A. Dixon
_______________________________________
Secretary
Filed State of Connecticut
August 30 1974 3:40 p.m.
<PAGE>
Exhibit 3(i)
Page 112 of 194
CERTIFICATE AMENDING CERTIFICATE OF INCORPORATION
BY ACTION OF BOARD OF DIRECTORS AND SHAREHOLDERS
1. The name of the corporation is
CONNECTICUT NATURAL GAS CORPORATION.
2. The Charter of Connecticut Natural Gas Corporation is amended only by
the following resolution:
RESOLVED: That the Charter of Connecticut Natural Gas Corporation be
and hereby is amended so as to provide that the authorized capital
stock of the Corporation consists of the following:
(a) 5,411,164 shares of common stock having a par value of $6.25 per
share.
(b) 120,000 shares of preferred stock having a par value of $6.25
per share, known and designated as the "$6.25 Par Preferred
Stock",
(i) said preferred stock to be entitled to receive out of the
net profits of the Corporation cumulative dividends at the
rate of eight percent (8%) per annum, payable in quarterly
installments of two percent (2%) to be paid thereon before
any dividends are payable upon the Common Stock of the
Corporation;
(ii) said preferred stock in the event of liquidation of the
Corporation or distribution of its assets to be preferred
as to the entire assets to the amount of $12.50 a share;
and
(iii) all shares of common stock and $6.25 Par Preferred Stock
shall have equal voting rights.
(c) 400,000 shares of preferred stock having a par value of $100
per share, known and designated as the Corporation's "$100 Par
Serial Preferred Stock",
(i) said $100 Par Serial Preferred Stock to be on a parity with
respect to dividends and liquidation with the $6.25 Par
Preferred Stock;
(ii) the Board of Directors is authorized to issue, from time
to time, all such shares of $100 Par Serial Preferred
Stock and, to the extent permitted by law, to fix and
determine the terms, limitations and (except that no
amount payable on liquidation shall exceed the then
applicable call price) relative
<PAGE>
Exhibit 3(i)
Page 113 of 194
rights and preferences of such stock, including, without
limitation, the conditions under which they shall be
entitled to voting rights and the extent thereof, to
divide such shares into series and, to the extent
permitted by law, to fix and determine the variations
among series.
3. The foregoing charter amendment shall be effective as of 4:30 P.M.,
Eastern Standard Time, on January 5, 1978.
Upon the effectiveness of the foregoing charter amendment, each
share of the outstanding common stock of the Corporation of the par value
of the $12.50 per share shall be divided into two shares of common stock of
the par value of $6.25 per share, and each share of $12.50 Par Preferred
Stock of the Corporation shall be divided into two shares of $6.25 Par
Preferred Stock. All outstanding certificates representing shares of
common stock and $12.50 Par Preferred Stock immediately prior to the
effectiveness of such amendment, shall continue to represent the same
number of shares following the effectiveness of such amendment, but, in
each case, such shares shall be deemed to be of the par value of $6.25 per
share. New stock certificates representing additional shares of common
stock or $6.25 Par Preferred Stock to which shareholders of the Corporation
shall be entitled by reason of the foregoing charter amendment and
concurrent stock splits shall be issued and delivered to such holders as
soon as reasonably possible.
4. The above resolution was adopted by the Board of Directors and
by shareholders.
5. Vote of shareholders:
Common Stock and $12.50 Par Preferred Stock, voting as a single
class in accordance with the voting rights of such classes contained in the
charter of the Corporation:
<TABLE>
<S> <C> <C> <C>
Number of Shares Total Voting Vote Required Vote Favoring
Entitled to Vote Power for Adoption Adoption
---------------- ------------ ------------- -------------
914,197 914,197 609,465 702,009
</TABLE>
Common Stock, $12.50 par value, as to matters upon which the
holders of Common Stock are entitled to vote as a separate class
pursuant to Section 33-361 of the Connecticut General Statutes:
<TABLE>
<S> <C> <C> <C>
Number of Shares Total Voting Vote Required Vote Favoring
Entitled to Vote Power for Adoption Adoption
---------------- ------------ ------------- -------------
854,197 854,197 569,465 654,232
</TABLE>
-2-
<PAGE>
Exhibit 3(i)
Page 114 of 194
$12.50 Par Preferred Stock, as to matter upon which the holders
of $12.50 Par Preferred Stock are entitled to vote as a separate
class pursuant to Section 33-361 of the Connecticut General
Statutes:
<TABLE>
<S> <C> <C> <C>
Number of Shares Total Voting Vote Required Vote Favoring
Entitled to Vote Power for Adoption Adoption
---------------- ------------ ------------- -------------
60,000 60,000 40,000 50,224
</TABLE>
Dated at Hartford, Connecticut this 29th day of December, 1977.
We hereby declare, under the penalties of false statement that the
statements made in the foregoing certificate are true.
__________________________________
President, Robert H. Willis
___________________________________
Assistant Secretary, Carl Thomsen
State of Connecticut :
: ss. Hartford December 29, 1977
County of Hartford :
Personally appeared ROBERT H. WILLIS and Carl Thomsen, President and
Assistant Secretary, respectively, of CONNECTICUT NATURAL GAS CORPORATION,
who swore to the truth of the foregoing certificate before them signed,
before me.
___________________________________
Notary Public
My Commission Expires March 31, 1981
FILED
STATE OF CONNECTICUT
January 4, 1978
Secretary of State
-3-
<PAGE>
Exhibit 3(i)
Page 115 of 194
(FORM)
CERTIFICATE OF STOCK CORPORATION CANCELLATION OF SHARES
STATE OF CONNECTICUT
SECRETARY OF THE STATE
1. The name of the corporation is CONNECTICUT NATURAL GAS CORPORATION
2. CANCELLATION OF SHARES
<TABLE>
<CAPTION>
---------------------------------------------------------------------------
a. before cancellation
DESIGNATION OF SHARES NUMBER OF SHARES
<S> <C> <C> <C> <C> <C>
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
----------------------------------------------------------------------------
Pfd. 7.75% $100 60,000 - 60,000
Pfd. 6%, Ser.A $100 3,000 - 3,000
Pfd. 6%, Ser.B $100 6,638 - 6,638
----------------------------------------------------------------------------
</TABLE>
b. Shares being cancelled
<TABLE>
<CAPTION>
DESIGNATION OF SHARES NUMBER OF SHARES
<S> <C> <C> <C> <C> <C>
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
----------------------------------------------------------------------------
Pfd. 7.75% $100 26,400 - 26,400
Pfd. 6%, Ser.A $100 2,250 - 2,250
Pfd. 6%, Ser.B $100 587 - 587
----------------------------------------------------------------------------
</TABLE>
c. after cancellation
<TABLE>
<CAPTION>
DESIGNATION OF SHARES NUMBER OF SHARES
<S> <C> <C> <C> <C> <C>
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
----------------------------------------------------------------------------
Pfd. 7.75% $100 33,600 - 33,600
Pfd. 6%, Ser.A $100 750 - 750
Pfd. 6%, Ser.B $100 6,051 - 6,051
----------------------------------------------------------------------------
</TABLE>
Dated at Hartford, Connecticut this 18 day of August, 1980.
We hereby declare, under the penalties of perjury, that the statements made
in the foregoing certificate are true.
<TABLE>
<S> <C>
-----------------------------------------------------------------------------------
Name of President or Vice President | Name of Secretary or Assistant Secretary
V.H. Frauenhofer, Executive Vice President| R.A. Dixon, Secretary & Vice President
------------------------------------ ---------------------------------
/s/ V.H. Frauenhofer /s/ R.A. Dixon
------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<S> <C> <C> <C> <C>
Filing Fee Tax Certification Fee| Total Fees
Certified Copy
TO:
</TABLE> <PAGE>
Exhibit 3(i)
Page 116 of 194
(FORM)
CERTIFICATE OF STOCK CORPORATION CANCELLATION OF SHARES
STATE OF CONNECTICUT
SECRETARY OF THE STATE
1. The name of the corporation is CONNECTICUT NATURAL GAS CORPORATION
2. CANCELLATION OF SHARES
<TABLE>
<CAPTION>
---------------------------------------------------------------------------
a. before cancellation
DESIGNATION OF SHARES NUMBER OF SHARES
<S> <C> <C> <C> <C> <C>
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
----------------------------------------------------------------------------
Pfd. 6.25% $100 4,100 - 4,100
Pfd. 8.25% $100 55,000 - 55,000
Pfd. 5.75% $100 9,600 - 9,600
----------------------------------------------------------------------------
</TABLE>
b. Shares being cancelled
<TABLE>
<CAPTION>
DESIGNATION OF SHARES NUMBER OF SHARES
<S> <C> <C> <C> <C> <C>
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
----------------------------------------------------------------------------
Pfd. 6.25% $100 1,100 - 1,100
Pfd. 8.25% $100 20,622 - 20,622
Pfd. 5.75% $100 3,500 - 3,500
----------------------------------------------------------------------------
</TABLE>
c. after cancellation
<TABLE>
<CAPTION>
DESIGNATION OF SHARES NUMBER OF SHARES
<S> <C> <C> <C> <C> <C>
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
----------------------------------------------------------------------------
Pfd. 6.25% $100 3,000 - 3,000
Pfd. 8.25% $100 34,378 - 34,378
Pfd. 5.75% $100 6,100 - 6,100
----------------------------------------------------------------------------
</TABLE>
Dated at Hartford, Connecticut this 18 day of August, 1980.
We hereby declare, under the penalties of perjury, that the statements made
in the foregoing certificate are true.
<TABLE>
<S> <C>
-----------------------------------------------------------------------------------
Name of President or Vice President | Name of Secretary or Assistant Secretary
V.H. Frauenhofer, Executive Vice President| R.A. Dixon, Secretary & Vice President
------------------------------------ ---------------------------------
/s/ V.H. Frauenhofer /s/ R.A. Dixon
------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<S> <C> <C> <C> <C>
Filing Fee Tax Certification Fee| Total Fees
Certified Copy
TO:
/TABLE
<PAGE>
Exhibit 3(i)
Page 117 of 194
(FORM)
CERTIFICATE OF STOCK CORPORATION CANCELLATION OF SHARES
STATE OF CONNECTICUT
SECRETARY OF THE STATE
1. The name of the corporation is CONNECTICUT NATURAL GAS CORPORATION
2. CANCELLATION OF SHARES
<TABLE>
<CAPTION>
---------------------------------------------------------------------------
a. before cancellation
DESIGNATION OF SHARES NUMBER OF SHARES
<S> <C> <C> <C> <C> <C>
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
----------------------------------------------------------------------------
PFD 6% Ser. A $100 750 - 750
----------------------------------------------------------------------------
</TABLE>
b. Shares being cancelled
<TABLE>
<CAPTION>
DESIGNATION OF SHARES NUMBER OF SHARES
<S> <C> <C> <C> <C> <C>
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
----------------------------------------------------------------------------
PFD 6% Ser. A $100 375 - 375
----------------------------------------------------------------------------
</TABLE>
c. after cancellation
<TABLE>
<CAPTION>
DESIGNATION OF SHARES NUMBER OF SHARES
<S> <C> <C> <C> <C> <C>
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
----------------------------------------------------------------------------
PFD 6% Ser. A $100 375 - 375
----------------------------------------------------------------------------
</TABLE>
Dated at Hartford this 24 day of February, 1981.
We hereby declare, under the penalties of perjury, that the statements made
in the foregoing certificate are true.
<TABLE>
<S> <C>
-----------------------------------------------------------------------------------
Name of ------------ Vice President | Name of ------------ Assistant Secretary
Robert A. Dixon | Carl Thomsen
------------------------------------ ---------------------------------
/s/ R.A. Dixon | /s/ Carl Thomsen
------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<S> <C> <C> <C> <C>
Filing Fee Tax Certification Fee| Total Fees
Certified Copy
TO:
/TABLE
<PAGE>
Exhibit 3(i)
Page 118 of 194
(FORM)
CERTIFICATE OF STOCK CORPORATION CANCELLATION OF SHARES
STATE OF CONNECTICUT
SECRETARY OF THE STATE
1. The name of the corporation is CONNECTICUT NATURAL GAS CORPORATION
2. CANCELLATION OF SHARES
<TABLE>
<CAPTION>
---------------------------------------------------------------------------
a. before cancellation
DESIGNATION OF SHARES NUMBER OF SHARES
<S> <C> <C> <C> <C> <C>
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
----------------------------------------------------------------------------
PFD 6.25% $100 3,000 - 3,000
PFD 8.25% $100 34,378 - 34,378
PFD 5.75% $100 6,100 - 6,100
----------------------------------------------------------------------------
</TABLE>
b. Shares being cancelled
<TABLE>
<CAPTION>
DESIGNATION OF SHARES NUMBER OF SHARES
<S> <C> <C> <C> <C> <C>
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
----------------------------------------------------------------------------
PFD 6.25% $100 250 - 250
PFD 8.25% $100 3,437 - 3,437
PFD 5.75% $100 300 - 300
----------------------------------------------------------------------------
</TABLE>
c. after cancellation
<TABLE>
<CAPTION>
DESIGNATION OF SHARES NUMBER OF SHARES
<S> <C> <C> <C> <C> <C>
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
----------------------------------------------------------------------------
PFD 6.25% $100 2,750 - 2,750
PFD 8.25% $100 30,941 - 30,941
PFD 5.75% $100 5,800 - 5,800
----------------------------------------------------------------------------
</TABLE>
Dated at Hartford this 24 day of February 1981.
We hereby declare, under the penalties of perjury, that the statements made
in the foregoing certificate are true.
<TABLE>
<S> <C>
-----------------------------------------------------------------------------------
Name of ------------ Vice President | Name of ------------ Assistant Secretary
Robert A. Dixon | Carl Thomsen
------------------------------------ ---------------------------------
/s/ R.A. Dixon | /s/ Carl Thomsen
------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<S> <C> <C> <C> <C>
Filing Fee Tax Certification Fee| Total Fees
Certified Copy
TO:
/TABLE
<PAGE>
Exhibit 3(i)
Page 119 of 194
CERTIFICATE AMENDING OR RESTATING CERTIFICATE OF INCORPORATION
BY ACTION OF ( ) INCORPORATION ( ) BOARD OF (X) BOARD OF DIRECTORS
DIRECTORS AND SHAREHOLDERS
61-38
VOL 24 133
STATE OF CONNECTICUT
SECRETARY OF THE STATE
30 TRINITY STREET
HARTFORD, CT 06106
---------------------------------------------------------------------------
1. Name of Corporation | DATE
Connecticut Natural Gas Corporation | April 30, 1981
---------------------------------------------------------------------------
2. The Certificate of Incorporation is:
|X| A. AMENDED ONLY | | B. AMENDED AND RESTATED | | C. RESTATED ONLY by the
following resolution
"RESOLVED: That the Charter of this corporation be, and it hereby
is, amended by deleting therefrom in its entirety Sec. 2 of Special
Act 478 of the 1951 Connecticut General Assembly entitled `An Act
Amending the Charter of The Hartford Gas Company', approved June 27,
1951, and substituting the following paragraph in lieu thereof:
Subject to the approval of the Department of Public Utility
Control, but otherwise without limitation as to amount, said
company is authorized to issue, from time to time, notes, bonds
or other evidences of indebtedness payable at periods of more
than one year after the date thereof (a) to provide funds for
the acquisition of property or the construction, completion,
extension or improvement of its system, or (b) to reimburse its
treasury for moneys expended for such acquisition or for such
construction, completion, extension or improvement which were
not obtained through the issue of stock, notes, bonds or other
evidences of indebtedness, or (c) for the discharge, funding or
refunding of its obligations."
3. (Omit if 2A is checked)
(a) The above resolution merely restates and does not change the
provisions of the original certificate of Incorporation as
supplemented and amended to date, except as follows: (Indicate
amendments made if any, if none, so indicate)
(b) Other than as indicated in Par. 3(a), there is no discrepancy
between the provisions of the original Certificate of
Incorporation as supplemented to date, and the provisions of
this Certificate Relating to the Certificate of Incorporation.
---------------------------------------------------------------------------
| |4. (Check, if true)
The above resolution was adopted by vote of at least two-thirds of
the incorporators before the organization meeting of the corporation,
and approved in writing by all subscribers (if any) for shares of the
corporation, (or if nonstock corporation, by all applicants for
membership entitled to vote, if any)
We (at least two-thirds of the incorporators) hereby declare, under the
penalties of false statement that the statements made in the foregoing are
true.
<TABLE>
<S> <C> <C>
-------------------------------------------------------------------------------------
SIGNED |SIGNED |SIGNED
-------------------------------------------------------------------------------------
APPROVED
-------------------------------------------------------------------------------------
SIGNED |SIGNED |SIGNED
</TABLE> <PAGE>
Exhibit 3(i)
Page 120 of 194
(Omit if 2C is checked.)
The above resolution was adopted by the board of directors acting alone,
there being no shareholders or subscribers. | | the board of directors
being so authorized pursuant to Section 33-341, Conn. G.S. as amended
| | the corporation being a nonstock corporation and having no members
and no applicants for membership entitled to vote on such resolution
<TABLE>
<CAPTION>
<S> <C>
------------------------------------------------------------------------------------
5. The number of affirmative votes |6. The number of directors' votes
required to adopt such resolution is: | in favor of the resolution was:
------------------------------------------------------------------------------------
</TABLE>
We hereby declare, under penalties of false statement that the statements
made in the foregoing certificate are true.
<TABLE>
<S> <C>
------------------------------------------------------------------------------------
NAME OF PRESIDENT OR VICE PRESIDENT |NAME OF SECRETARY OR ASSISTANT SECRETARY
------------------------------------------------------------------------------------
SIGNED PRESIDENT OR VICE PRESIDENT |SIGNED SECRETARY OF ASSISTANT SECRETARY
------------------------------------------------------------------------------------
</TABLE>
|X| 4.The above resolution was adopted by the board of directors and by
shareholders.
5. Vote of Shareholders:
(a) (Use if no shares are required to be voted as a class.)
<TABLE>
<S> <C> <C> <C>
------------------------------------------------------------------------------------
NUMBER OF SHARES |TOTAL VOTING POWER |VOTE REQUIRED FOR |VOTE FAVORING
ENTITLED TO VOTE | |ADOPTION |ADOPTION
1,852,529 | 1,852,529 | 1,235,020 | 1,298,220
------------------------------------------------------------------------------------
</TABLE>
(b) (If the shares of any class are entitled to vote as a class, indicate
the designation and number of outstanding shares of each such class, the
voting power thereof, and the vote of each class for the amendment
resolution.)
We hereby declare under the penalties of false statement that the
statements made in the foregoing certificate are true.
<TABLE>
<S> <C>
------------------------------------------------------------------------------------
NAME OF PRESIDENT OR VICE PRESIDENT |NAME OF SECRETARY OR ASSISTANT SECRETARY
Robert H. Willis, President | Robert A. Dixon, Secretary
/s/ Robert H. Willis | /s/ Robert A. Dixon
------------------------------------------------------------------------------------
</TABLE>
| | 4. The above resolution was adopted by the board of directors and by
members
5. Vote of members:
(a) (Use if no members are required to vote as a class.)
<TABLE>
<S> <C> <C> <C>
------------------------------------------------------------------------------------
NUMBER OF MEMBERS |TOTAL VOTING | VOTE REQUIRED FOR |VOTE FAVORING
VOTING |POWER | ADOPTION |ADOPTION
------------------------------------------------------------------------------------
</TABLE>
(b) (If the members of any class are entitled to vote as a class, indicate
the designation and number of members of each such class, the voting power
thereof, and the vote of each such class for the amendment resolution.)
We hereby declare under the penalties of false statement that the
statements made in the foregoing certificate are true.
<TABLE>
<S> <C>
------------------------------------------------------------------------------------
NAME OF PRESIDENT OR VICE PRESIDENT |NAME OF SECRETARY OR ASSISTANT SECRETARY
------------------------------------------------------------------------------------
SIGNED PRESIDENT OR VICE PRESIDENT |SIGNED SECRETARY OF ASSISTANT SECRETARY
------------------------------------------------------------------------------------
</TABLE>
TABLE
<PAGE>
<S> <C> <C> <C> <C>
STATE OF CONNECTICUT Filing Fee Tax Certification Fee| Total Fees
FILED $ 30 $ 9 $39
</TABLE>
APR 30 1981 Certified Copy
/s/ Barbara B. Kennelly Murtha Cullina
SECRETARY OF THE STATE P.O. Box 3192
BY L. M. _____________ Htfd CT 06103 <PAGE>
Exhibit 3(i)
Page 121 of 194
(FORM)
State of Connecticut )
) ss. HARTFORD
OFFICE OF SECRETARY OF THE STATE )
I hereby certify that the foregoing is a true copy of record in this office
IN TESTIMONY WHEREOF, I have hereunto set my
hand, and affixed the Seal of said State, at
Hartford, this 30th day of April, A.D., 1981
Barbara B. Kennelly
Secretary of the State
<PAGE>
Exhibit 3(i)
Page 122 of 194
(FORM)
CERTIFICATE OF STOCK CORPORATION CANCELLATION OF SHARES
STATE OF CONNECTICUT
SECRETARY OF THE STATE
1. The name of the corporation is CONNECTICUT NATURAL GAS CORPORATION
2. CANCELLATION OF SHARES
---------------------------------------------------------------------------
a. before cancellation
<TABLE>
<CAPTION>
DESIGNATION OF SHARES NUMBER OF SHARES
<S> <C> <C> <C> <C> <C>
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
----------------------------------------------------------------------------
PFD 7.75% $100 33,600 - 33,600
PFD 8.25% $100 30,941 - 30,941
----------------------------------------------------------------------------
</TABLE>
b. Shares being cancelled
<TABLE>
<CAPTION>
DESIGNATION OF SHARES NUMBER OF SHARES
<S> <C> <C> <C> <C> <C>
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
----------------------------------------------------------------------------
PFD 7.75% $100 2,400 - 2,400
PFD 8.25% $100 3,437 - 3,437
----------------------------------------------------------------------------
</TABLE>
c. after cancellation
<TABLE>
<CAPTION>
DESIGNATION OF SHARES NUMBER OF SHARES
<S> <C> <C> <C> <C> <C>
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
----------------------------------------------------------------------------
PFD 7.75% $100 31,200 - 31,200
PFD 8.25% $100 27,504 - 27,504
----------------------------------------------------------------------------
</TABLE>
Dated at Hartford this 10 day of August 1981.
We hereby declare, under the penalties of perjury, that the statements made
in the foregoing certificate are true.
<TABLE>
<S> <C>
------------------------------------------------------------------------------------
NAME OF --------- OR VICE PRESIDENT |NAME OF --------- OR ASSISTANT SECRETARY
Robert A. Dixon | Carl Thomsen
/s/ Robert A. Dixon | /s/ Carl Thomsen
------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<S> <C> <C> <C>
Filing Fee Certification Fee| Total Fees
$ $ $
</TABLE>
<PAGE>
Exhibit 3(i)
Page 123 of 194
(FORM)
CERTIFICATE OF STOCK CORPORATION CANCELLATION OF SHARES
STATE OF CONNECTICUT
SECRETARY OF THE STATE
1. The name of the corporation is CONNECTICUT NATURAL GAS CORPORATION
2. CANCELLATION OF SHARES
---------------------------------------------------------------------------
a. before cancellation
<TABLE>
<CAPTION>
DESIGNATION OF SHARES NUMBER OF SHARES
<S> <C> <C> <C> <C> <C>
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
----------------------------------------------------------------------------
PFD 5.75% $100 5,800 - 5,800
PFD 6.25% $100 2,750 - 2,750
PFD 6%, Ser A $100 375 - 375
----------------------------------------------------------------------------
</TABLE>
b. Shares being cancelled
<TABLE>
DESIGNATION OF SHARES NUMBER OF SHARES
<S> <C> <C> <C> <C> <C>
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
----------------------------------------------------------------------------
PFD 5.75% $100 300 - 300
PFD 6.25% $100 250 - 250
PFD 6%, Ser A $100 375 - 375
----------------------------------------------------------------------------
</TABLE>
c. after cancellation
<TABLE>
<CAPTION>
DESIGNATION OF SHARES NUMBER OF SHARES
<S> <C> <C> <C> <C> <C>
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
----------------------------------------------------------------------------
PFD 5.75% $100 5,500 - 5,500
PFD 6.25% $100 2,500 - 2,500
PFD 6%, Ser A $100 00 - 00
----------------------------------------------------------------------------
</TABLE>
Dated at Hartford this 9 day of February, 1982.
We hereby declare, under the penalties of perjury, that the statements made
in the foregoing certificate are true.
<TABLE>
<S> <C>
------------------------------------------------------------------------------------
NAME OF --------- OR VICE PRESIDENT |NAME OF --------- OR ASSISTANT SECRETARY
Robert A. Dixon | Carl Thomsen
/s/ Robert A. Dixon | /s/ Carl Thomsen
------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<S> <C> <C> <C>
FILED Filing Fee Certification Fee| Total Fees
STATE OF CONNECTICUT $ 6 $ 6 $12
FEB 16 1982
______________
SECRETARY OF THE STATE
</TABLE> <PAGE>
Exhibit 3(i)
Page 124 of 194
(FORM)
CERTIFICATE OF STOCK CORPORATION CANCELLATION OF SHARES
STATE OF CONNECTICUT
SECRETARY OF THE STATE
1. The name of the corporation is CONNECTICUT NATURAL GAS CORPORATION
2. CANCELLATION OF SHARES
<TABLE>
<CAPTION>
---------------------------------------------------------------------------
a. before cancellation
DESIGNATION OF SHARES NUMBER OF SHARES
<S> <C> <C> <C> <C> <C>
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
----------------------------------------------------------------------------
PFD 6% Ser B $100 5,899 - 5,899
PFD 7.75% $100 31,200 - 31,200
PFD 8.25% $100 27,504 - 27,504
----------------------------------------------------------------------------
</TABLE>
b. Shares being cancelled
<TABLE>
<CAPTION>
DESIGNATION OF SHARES NUMBER OF SHARES
<S> <C> <C> <C> <C> <C>
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
----------------------------------------------------------------------------
PFD 6% Ser B $100 18 - 18
PFD 7.75% $100 2,400 - 2,400
PFD 8.25% $100 3,437 - 3,437
----------------------------------------------------------------------------
</TABLE>
c. after cancellation
<TABLE>
<CAPTION>
DESIGNATION OF SHARES NUMBER OF SHARES
<S> <C> <C> <C> <C> <C>
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
----------------------------------------------------------------------------
PFD 6% Ser B $100 5,881 - 5,881
PFD 7.75% $100 28,800 - 28,800
PFD 8.25% $100 24,067 - 24,067
----------------------------------------------------------------------------
</TABLE>
Dated at Hartford Connecticut this 9 day of August 1982.
We hereby declare, under the penalties of perjury, that the statements made
in the foregoing certificate are true.
<TABLE>
<S> <C>
------------------------------------------------------------------------------------
NAME OF --------- OR VICE PRESIDENT |NAME OF SECRETARY OR --------------------------
--------------------------------------------------------------------------
V. H. Frauenhofer |Robert A. Dixon
--------------------------------------------------------------------------
/s/ V.H. Frauenhofer |/s/ Robert A. Dixon
--------------------------------------------------------------------------
</TABLE>
<TABLE>
<S> <C> <C> <C>
FILED Filing Fee Certification Fee| Total Fees
STATE OF CONNECTICUT $ 6 $ $6
AUG 9 1982
SECRETARY OF THE STATE
</TABLE> <PAGE>
Exhibit 3(i)
Page 125 of 194
VOL 100
(FORM)
CERTIFICATE OF STOCK CORPORATION CANCELLATION OF SHARES
STATE OF CONNECTICUT
SECRETARY OF THE STATE
1. The name of the corporation is CONNECTICUT NATURAL GAS CORPORATION
2. CANCELLATION OF SHARES
<TABLE>
<CAPTION>
---------------------------------------------------------------------------
a. before cancellation
DESIGNATION OF SHARES NUMBER OF SHARES
<S> <C> <C> <C> <C> <C>
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
----------------------------------------------------------------------------
PFD 5.75% $100 5,580 - 5,580
PFD 6.25% $100 2,500 - 2,500
----------------------------------------------------------------------------
</TABLE>
b. Shares being cancelled
<TABLE>
<CAPTION>
DESIGNATION OF SHARES NUMBER OF SHARES
<S> <C> <C> <C> <C> <C>
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
----------------------------------------------------------------------------
PFD 5.75% $100 300 - 300
PFD 6.25% $100 250 - 250
----------------------------------------------------------------------------
</TABLE>
c. after cancellation
<TABLE>
<CAPTION>
DESIGNATION OF SHARES NUMBER OF SHARES
<S> <C> <C> <C> <C> <C>
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
----------------------------------------------------------------------------
PFD 5.75% $100 5,200 - 5,200
PFD 6.25% $100 2,250 - 2,250
----------------------------------------------------------------------------
</TABLE>
Dated at Hartford Connecticut this 11 day of January 1983.
We hereby declare, under the penalties of perjury, that the statements made
in the foregoing certificate are true.
<TABLE>
<S> <C>
------------------------------------------------------------------------------------
NAME OF ---EXECUTIVE VICE PRESIDENT |NAME OF SECRETARY OR --------------------------
--------------------------------------------------------------------------
V. H. Frauenhofer |Robert A. Dixon
--------------------------------------------------------------------------
/s/ V.H. Frauenhofer |/s/ Robert A. Dixon
--------------------------------------------------------------------------
</TABLE>
<TABLE>
<S> <C> <C> <C>
FILED Filing Fee Certification Fee| Total Fees
STATE OF CONNECTICUT $ 6 $ $6
</TABLE>
MAR 21 1983 Certified Copy
Julia Tashjian To: Connecticut Natural Gas Corp
SECRETARY OF THE STATE P.O. Box 1500, Hartford, CT 06144 <PAGE>
Exhibit 3(i)
Page 126 of 194
VOL 100 1752
(FORM)
CERTIFICATE OF STOCK CORPORATION CANCELLATION OF SHARES
STATE OF CONNECTICUT
SECRETARY OF THE STATE
1. The name of the corporation is CONNECTICUT NATURAL GAS CORPORATION
2. CANCELLATION OF SHARES
<TABLE>
<CAPTION>
---------------------------------------------------------------------------
a. before cancellation
DESIGNATION OF SHARES NUMBER OF SHARES
<S> <C> <C> <C> <C> <C>
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
----------------------------------------------------------------------------
PFD 7.75% $100 28,800 - 28,800
PFD 8.25% $100 24,067 - 24,067
----------------------------------------------------------------------------
</TABLE>
b. Shares being cancelled
<TABLE>
<CAPTION>
DESIGNATION OF SHARES NUMBER OF SHARES
<S> <C> <C> <C> <C> <C>
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
----------------------------------------------------------------------------
PFD 7.75% $100 2,400 - 2,400
PFD 8.25% $100 3,437 - 3,437
----------------------------------------------------------------------------
</TABLE>
c. after cancellation
<TABLE>
<CAPTION>
DESIGNATION OF SHARES NUMBER OF SHARES
<S> <C> <C> <C> <C> <C>
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
----------------------------------------------------------------------------
PFD 7.75% $100 26,400 - 26,400
PFD 8.25% $100 20,630 - 20,630
----------------------------------------------------------------------------
</TABLE>
Dated at Hartford Connecticut this 15th day of August 1983.
We hereby declare, under the penalties of perjury, that the statements made
in the foregoing certificate are true.
<TABLE>
<S> <C>
------------------------------------------------------------------------------------
NAME OF ------------ VICE PRESIDENT |NAME OF --------- OR ASSISTANT SECRETARY
--------------------------------------------------------------------------
Robert A. Dixon |Reginald L. Babcock
--------------------------------------------------------------------------
/s/ Robert A. Dixon |/s/ R. L. Babcock
--------------------------------------------------------------------------
</TABLE>
<TABLE>
<S> <C> <C> <C>
FILED Filing Fee Certification Fee| Total Fees
STATE OF CONNECTICUT $ 6 $ $6
</TABLE>
AUG 15 1983 Certified Copy
Julia Tashjian To: Connecticut Natural Gas Corp
SECRETARY OF THE STATE P.O. Box 1500, Hartford, CT 06144
<PAGE>
Exhibit 3(i)
Page 127 of 194
CERTIFICATE
AMENDING OR RESTATING CERTIFICATE OF INCORPORATION BY ACTION OF
( )INCORPORATORS ( )BOARD OF (X)BOARD OF DIRECTORS ( )BOARD OF DIRECTORS
DIRECTORS AND SHAREHOLDERS AND MEMBERS
(Stock Corporation) (Nonstock Corporation)
61-38
STATE OF CONNECTICUT
SECRETARY OF THE STATE
30 TRINITY STREET
HARTFORD, CT 06106
---------------------------------------------------------------------------
1. NAME OF CORPORATION | DATE
Connecticut Natural Gas Corporation | April 27, 1984
---------------------------------------------------------------------------
2. The Certificate of Incorporation is:
|X| A. AMENDED ONLY | | B. AMENDED AND RESTATED | | C. RESTATED ONLY by
the following
resolution
"RESOLVED: That the Certificate of Incorporation of Connecticut
Natural Gas Corporation be, and it hereby is, amended by the addition
thereto of the provisions set forth in Exhibit A to the Proxy
Statement of the Corporation dated March 28, 1984."
A copy of Exhibit A to the Proxy Statement of the Corporation dated
March 28, 1984 is attached hereto as Exhibit A.
3. (Omit if 2A is checked)
(a) The above resolution merely restates and does not change the
provisions of the original certificate of Incorporation as
supplemented and amended to date, except as follows: (Indicate
amendments made if any, if none, so indicate)
(b) Other than as indicated in Par. 3(a), there is no discrepancy
between the provisions of the original Certificate of
Incorporation as supplemented to date, and the provisions of
this Certificate Restating the Certificate of Incorporation.
---------------------------------------------------------------------------
| |4. The above resolution was adopted by vote of at least two-thirds of
the incorporators before the organization meeting of the corporation,
and approved in writing by all subscribers (if any) for shares of the
corporation, (or if nonstock corporation, by all applicants for
membership entitled to vote, if any)
We (at least two-thirds of the incorporators) hereby declare, under the
penalties of false statement that the statements made in the foregoing are
true.
<TABLE>
<S> <C> <C>
-------------------------------------------------------------------------------------
SIGNED |SIGNED |SIGNED
-------------------------------------------------------------------------------------
APPROVED
-------------------------------------------------------------------------------------
SIGNED |SIGNED |SIGNED
</TABLE> <PAGE>
Exhibit 3(i)
Page 128 of 194
4. (Omit if 2C is checked.)
The above resolution was adopted by the board of directors acting alone,
there being no shareholders or subscribers. | | the board of directors
being so authorized pursuant to Section 33-341, Conn. G.S. as amended
| | the corporation being a nonstock corporation and having no members
and no applicants for membership entitled to vote on such resolution
<TABLE>
<S> <C>
------------------------------------------------------------------------------------
5. The number of affirmative votes |6. The number of directors' votes
required to adopt such resolution is: | in favor of the resolution was:
------------------------------------------------------------------------------------
</TABLE>
We hereby declare, under penalties of false statement that the statements
made in the foregoing certificate are true.
<TABLE>
<S> <C>
------------------------------------------------------------------------------------
NAME OF PRESIDENT OR VICE PRESIDENT |NAME OF SECRETARY OR ASSISTANT SECRETARY
------------------------------------------------------------------------------------
SIGNED PRESIDENT OR VICE PRESIDENT |SIGNED SECRETARY OF ASSISTANT SECRETARY
------------------------------------------------------------------------------------
</TABLE>
|X| 4. The above resolution was adopted by the board of directors and by
shareholders.
5. Vote of shareholders:
(a) (Use if no shares are required to be voted as a class.)
<TABLE>
<S> <C> <C> <C>
-------------------------------------------------------------------------------------
NUMBER OF SHARES |TOTAL VOTING POWER |VOTE REQUIRED FOR |VOTE FAVORING
ENTITLED TO VOTE | |ADOPTION |ADOPTION
3,270,515 | 3,270,515 | 1,635,258 | 2,207,104
------------------------------------------------------------------------------------
</TABLE>
(b) (If the shares are entitled to vote as a class, indicate the
designation and number of outstanding shares of each such class, the voting
power thereof, and the vote of each class for the amendment resolution.
The Corporation has at least one hundred (100) recordholders.
We hereby declare under the penalties of false statement that the
statements made in the foregoing certificate are true.
<TABLE>
<S> <C>
------------------------------------------------------------------------------------
NAME OF PRESIDENT ----------------- |NAME OF SECRETARY OR ----------
Victor H. Frauenhofer | Robert A. Dixon, Secretary
/s/ Victor H. Frauenhofer | /s/ Robert A. Dixon
------------------------------------------------------------------------------------
</TABLE>
| | 4. The above resolution was adopted by the board of directors and by
members
5. Vote of members:
(a) (Use if no members are required to vote as a class.)
<TABLE>
<S> <C> <C> <C>
------------------------------------------------------------------------------------
NUMBER OF MEMBERS |TOTAL VOTING | VOTE REQUIRED FOR |VOTE FAVORING
VOTING |POWER | ADOPTION |ADOPTION
------------------------------------------------------------------------------------
</TABLE>
(b) (If the members of any class are entitled to vote as a class, indicate
the designation and number of members of each such class, the voting power
thereof, and the vote of each such class for the amendment resolution.)
We hereby declare under the penalties of false statement that the
statements made in the foregoing certificate are true.
<TABLE>
<S> <C>
------------------------------------------------------------------------------------
NAME OF PRESIDENT OR VICE PRESIDENT |NAME OF SECRETARY OR ASSISTANT SECRETARY
------------------------------------------------------------------------------------
SIGNED PRESIDENT OR VICE PRESIDENT |SIGNED SECRETARY OF ASSISTANT SECRETARY
------------------------------------------------------------------------------------
</TABLE>
<TABLE>
S> <C> <C> <C
<PAGE>
FILED Filing Fee Certification Fee| Total Fees
STATE OF CONNECTICUT $ 30 $ 15.50 $45.50
</TABLE>
APR 27 1984
Julia M. Tashjian
SECRETARY OF THE STATE
<PAGE>
Exhibit 3(i)
Page 129 of 194
Exhibit A
FAIR PRICE AMENDMENT
VOTE REQUIRED FOR CERTAIN TRANSACTIONS ("FAIR PRICE AMENDMENT")
SECTION 1. In addition to the requirements of the provisions of the
certificate of incorporation of the Company and whether or not a vote of
the stockholders is otherwise required, the affirmative vote of the holders
of not less than seventy-five percent (75%) of the Voting Stock (as defined
below) shall be required for the approval of authorization of any Business
Transaction (as defined below) with a Related Person (as defined below) or
any business transaction in which a Related Person has an interest (except
proportionately as a stockholder); provided, however, that such
seventy-five percent (75%) voting requirement shall not be applicable if
(i) the Disinterested Directors (as defined below) who at the time
constitute at least one-third of the total number of directorships of the
Corporation, have expressly approved the Business Transaction by at least a
two-thirds vote of such Disinterested Directors or (ii) all of the
following conditions are satisfied:
(A) The Business Transaction is a merger or consolidation and
the cash or fair market value (as determined by two-thirds of the
Disinterested Directors) of the property, securities or other
consideration to be received per share by holders of Common Stock of
the Corporation (other than such Related Person) in the Business
Transaction is at least equal in value to such Related Person's
Highest Purchase Price (as defined below):
(B) After such Related Person has become the Beneficial Owner
(as defined below) of not less than ten percent (10%) of the Voting
Stock of the Corporation and prior to the consummation of such
Business Transaction, such Related Person shall not have become the
Beneficial Owner of any additional shares of Voting Stock or
securities convertible into Voting Stock, except (i) as part of the
transaction which resulted in such Related Person becoming the
Beneficial Owner of not less than ten percent (10%) of the Voting
Stock or (ii) as a result of a pro rata stock dividend or stock split
and,
(C) Prior to the consummation of such Business Transaction,
such Related Person shall not have, directly or indirectly, (i)
received the benefit (except proportionately as a stockholder) of any
loans, advances, guarantees, pledges or other financial assistance or
tax credits provided by the Corporation or any of its Subsidiaries
(as defined below), or (ii) caused any material change in the
Corporation's business or equity capital structure, including the
issuance of shares of capital stock of the Corporation to any third
party.
Section 2. For the purpose of Fair Price Amendment
(i) The term Business Transaction shall mean (a) any merger or
consolidation involving the Corporation or a Subsidiary (as defined
below) of the Corporation, (b) any sale, lease, exchange, transfer or
other disposition (in one transaction or a series of transactions)
including without limitation a mortgage of any
A-1
<PAGE>
Exhibit 3(i)
Page 130 of 194
other security device, of all or any Substantial Part (as defined
below) of the assets either of the Corporation of of a Subsidiary of
the Corporation, (c) any sale, lease, exchange, transfer or other
disposition of all or any assets of any entity to the Corporation or
a Subsidiary of the Corporation if such assets have a fair market
value equal to or greater than twenty percent (20%) of the fair
market value of the total assets of the Corporation and its
Subsidiaries, (d) the issuance, sale, exchange, transfer or other
disposition by the Corporation or a Subsidiary of the Corporation of
any securities of the Corporation or any Subsidiary of the
Corporation, (e) any recapitalization or reclassification of the
Corporation's securities (including, without limitation, any reverse
stock split) or other transaction that would have the effect of
either increasing the proportionate share of the outstanding shares
of any class of equity or convertible securities of the Corporation
or its Subsidiaries Beneficially Owned (as defined below) by a
Related Person or increasing the voting power of a Related Person
with respect to the Corporation of any of its Subsidiaries, (f) any
liquidation, spinoff, splitoff, splitup or dissolution of the
Corporation and (g) any agreement, contract or other arrangement
providing for any of the transactions described in this definition of
Business Transaction.
(ii) The term "Related Person" shall mean and include (a) any
individual, corporation, partnership, group, association or other
person or entity which, together with its Affiliates (as defined
below) and Associations (as defined below), is the Beneficial Owner
of not less than ten percent (10%) of the Voting Stock of the
Corporation at the time the definitive agreement providing for the
Business Tranaction (including any amendment thereof) was entered
into, or at the time a resolution approving the Business Transaction
was adopted by the Board of Directors of the Corporation, or as of
the record date for the determination of stockholders entitled to
notice of and to vote on, or consent to, the Business Transaction,
and (b) any Affiliate or Associate of any such individual,
corporation, partnership, group, association or other person or
entity, provided, however, and notwithstanding anything in thre
foregoing to the contrary the term "Related Person" shall not include
ther Corporation, a corporation in which the Corporation owns,
directly or indirectly, a majority of each class of equity security,
any employee stock ownership or other employee benefit plan of the
Corporation or any Subsidiary of the Corporation, or any trustee of,
or fiduciary with respect to, any such plan when acting in such
capacity.
(iii) Shares shall be "Beneficially Owned" and a person shall
be a "Beneficial Owner" of any shares of Voting Stock (whether or not
owned of record).
(a) With respect to which such person or any Affiliate or
Associate of such person directly or indirectly has or shares voting
power, including the power to vote or to direct the voting power,
including the power to vote or to direct the voting of such shares of
stock and/or investment power, including the power to dispose of or
to direct the disposition of such shares of stock:
(b) Which such person or any Affiliate or Associate of such
person has the right to acquire (whether such right is exercisable
immediately or only after the passage of time) pursuant to any
agreement, arrangement or understanding or upon the exercise of
conversion rights, exchange rights,
warrants or options, or otherwise, and/or the right to vote pursuant
to any agreement, arrangement of understanding (whether such right is
exercisable immediately or only after the passage of time); or
<PAGE>
Exhibit 3(i)
Page 131 of 194
(c) Which are Beneficially Owned within the meaning of (a) or (b) above
by any other person with which such first mentioned person or any if its
Affiliates or Associates has any agreement arrangement or understanding,
written or oral, with respect to acquiring, holding, voting or disposing of
any shares of stock of the Corporation or any Subsidiary of the Corporation
or acquiring, holding or disposing of all or substantially all, or any
Substantial Part, of the assets or business of the Corporation or a
Subsidiary of the Corporation.
For the purpose only of determining whether a person is the
Beneficial Owner of a percentage specified in this Fair Price amendment of
the outstanding Voting Shares, such shares shall be deemed to include any
Voting Shares which may be issuable pursuantto any agreement, arrangement
or understanding or upon the exercise of conversion rights, exchange
rights, warrants, options or otherwise and which are deemed to be
benefically owned by such person pursuant to the foregoing provisions of
this Fair Price amendment.
(iv) The term "Highest Purchase Price" shall mean the highest amount
of consideration paid by such Related Person for a share of Common Stock of
the Corporation within two years prior to the date such Related Person
became a Related Person or in the transaction which resulted in such
Related Person becoming the Beneficial Owner of not less than ten percent
(10%) of the Voting Stock, provided, however that the Highest Purchase
Price shall be appropriately adjusted to reflect the occurence of any
reclassification, recapitalization, stock split, reverse stock split or
other readjustment in the number of outstanding shares of Common Stock of
the Corporation, or the declaration of a stock dividend thereon, between
the last date upon which such Related Person paid the Highest Purchase
Price to the effective date of the merger or consolidation.
(v) The term "Substantial Part" shall mean more than twenty percent
(20%) of the fair market value of the total assets of the entity in
question, as reflected on the most recent consolidated balance sheet of
such entity existing at the time the stockholders of the Corporation would
be required to approve or authorize the Business Transaction involving the
assets constituting any such Substantial Part.
(vi) In the event of a merger in which the Corporation is the
surviving Corporation, for the purpose of subparagraph (a) of Section 1 of
the Fair Price amendment, the phrase "property, securities or other
consideration to be received" shall include without limitation, Common
Stock of the Corporation retained by its existing stockholders.
(vii) The term "Voting Stock" shall mean all outstanding shares of
capital stock of the Corporation entitled to vote generally in the election
of directors, considered for the purpose of this Fair Price amendment as
one class; provided however, that if the Corporation has shares of Voting
Stock entitled to more or less than one vote for any such share, each
reference in this Fair Price amendment to a proportion of shares of voting
stock shall be deemed to refer to such proportion of the votes entitled to
be cast by such shares.
(viii) The term "Disinterested Director" shall mean any member of the
Board who is not affiliated with a Related Person and who was a director of
the Corporation prior to the time the Related Person became a Related
Person, any any successor to such Disinterested Director who is not
affiliated with a Related Person and was recommended before being elected
by a majority of the then Disinterested Director or was elected by a
majority of the Disinterested Directors. Officers of the Corporation who
are also members of its Board of Directors may qualify as Disinterested
Directors, even though they may have a personal stake in the outcome of a
proposed Business Transaction because of their employment by the
Corporation.
<PAGE>
Exhibit 3(i)
Page 132 of 194
(ix) The term "Affiliate" used to indicate a relationship to a
specified person, shall mean a person that directly, or indirectly through
one or more intermediatess, controls, or is controlled by, or is under
common control with such specified person.
(x) The term "Associate", used to indicate a relationship with a
specified person, shall mean (i) any person of which such specified person
is an officer, director or partner or is, directly or indirectly, the
beneficial owner of 5% or more of any class of equity securities, (ii) any
person that is an officer, director or partner of the specified person or
that, directly or indirectly, beneficially ownes 5% or more of any class of
equity security of the specified person, (iii) any trust or estate in which
such specfied person nas a substantial beneficial intereset or as to which
such specfied person serves aas a trustee or in a similar fiduciary
capacity, (iv) any relative or spouse of a specfied person or any person
describved in clause (ii), or any relative of such spouse, except relatives
more remote than first cousin, or *v) any other member or partner in a
partnership, limited partnership, syndicate or other group of which the
specified person is a member or partner and which is acting together for
the purpose of acquiring, holding or disposing of any interest in the
Corporation, provided that nothing in this subsection (x) shall result in
the Corporation or a corporation in which the Corporatin owns, directly or
indirectly, a majority of each class of equity security being an Associate.
(xi) The terms "Subsidiary" or "Subsidiaries" shall mean a
corporation or corporations in which a majority of any class of equity
security is owned, directly or indirectly, by the Corporation.
SECTION 3. For the purpose of this Fair Price amendment, if the
Disinterested Directors constitute at least one-third of the entire Board
of Directors, then two-thirds of such Disinterested Directors shall have
the power to make a good faith determination, on the basis of information
known to them, of : (i) the number of shares of voting Stock of which any
person is the Beneficial Owner, (ii) whether a person is an Affiliate or
Associate of another, (iii) whether a person has an agreement, arrangement
or understanding with another as to the matters referred to in the
definition of Beneficial Owner herein, (iv) whether the assets subject to
any Business Transaction constitute a Substantial Part, (v) whether any
Business Transaction is one in which a Related Person has an interest
(except proportionately as a stockholder), (vi) whether a Related Person
has, directly or indirectly received the benefits or caused any of the
changes referred to in sub paragraph (c) of Section 1 of this Fair Price
amendment and (vii) such other matters with respect to which a
determination is required under this Fair Price amendment.
SECTION 4. Nothing contained in this Fair Price amendment shall be
construed to relieve any Related Person from any fiduciary obligation
imposed by law.
SECTION 5. Notwithstanding any other provisions of this Certificate of
Incorporation of the By-Laws of the Corporation (and notwithstanding that a
lesser percentage may be specified by law, this Certificate of
Incorporation or the By-Laws of the Corporation), the provisions of this
Fair Price amendment may not be repealed or amended in any respect, nor may
any provision be adopted inconsistent with this Fair Price amendment,
unless such action is approved by the affirmative vote of the holders of
not less than seventy-five (75%) of the Voting Stock.
<PAGE>
Exhibit 3 (i)
Page 133 of 194
CLASSIFIED BOARD AMENDMENT
CLASSIFICATION OF BOARD OF DIRECTORS ("CLASSIFIED BOARD AMENDMENTS")
SECTION 1. The directors of the corporation shall be divided into
three classes: Class I, Class II and Class III. Such classes shall be as
nearly equal in number as possible. The term of office of the initial
Class I directors shall expire at the Annual Meeting of Shareholders in
1985; the term of the initial Class II directors shall expire at the Annual
Meeting of Shareholders in 1986; and the term of office of the initial
Class III directors shall expire at the Annual Meeting of Shareholders in
1987; or in each case thereafter when their respective successors are
elected and have qualified or upon their earlier death, resignation or
removal. At each annual election held after the initial election of
directors according to classes, the directors chosen to succeed and shall
be elected for a term expiring at the third succeeding Annual Meeting of
Sharedhoplders or in each case thereafter when their respective successors
are elected and have qualified or upon their earlier death, resignation or
removal. If the number of directorships is changed, any increase or
decrease in directors shall be apportioned among the classes so as to
maintain all classes as nearly equal in number as possible. No decrease in
the number of directorships shall shorten the term of any director. Any
director elected to fill a vacancy not resulting from an increase in the
number of directorhsips shall have the same remaining term as that of his
predecessor. No qualification for the office of director shall apply to
any director in office at the time such qualification was adopted or to any
successor director elected by the directors to fill the unexpired term of a
director.
SECTION 2. No director shall be removed except by the affirmative
vote of seventy-five percent (75%) or more of the oustanding shares of
capital stock of the Corporation entitled to vote generally in the election
of directors considered for the purpose of this Classified Board Amendment
as one class (the "Voting Stock").
SECTION 3. Notwithstanding any other provisions of this Certificate
of Incorporation or the By-Laws of the Corporation (and notwithstanding
that a lesser percentage may be specified by law, this Certificate of
Incorporation or the By-Laws of the Corporation), neither the provisions of
this Classified Board amendment nor the provisions of the Certificate
fixing the range of directorships on the Board of Directors or empowering
the Board of Directors to fill vacancies in their own number may be
repealed or amended in any respect, nor may any provision be adopted
inconsistent with such provisions, unless such action is approved by the
affirmative vote of the holders of not less than seventy-five percent (75%)
of the Voting Stock.
<PAGE>
Exhibit 3(i)
Page 134 of 194
State of Connecticut )
) SS: Hartford
Office of the Secretary of State)
I hereby certify that this is a true copy of record in this Office in
Testimony whereof, I have hereunto set my hand, and affixed the Seal of
said State, at Hartford, this 27th day of April, A.D. 1984
Julia H. Tashjian
Secretary of the State
<PAGE>
Exhibit 3(i)
Page 135 of 194
VOL 101
(FORM)
CERTIFICATE OF STOCK CORPORATION CANCELLATION OF SHARES
STATE OF CONNECTICUT
SECRETARY OF THE STATE
1. The name of the corporation is CONNECTICUT NATURAL GAS CORPORATION
2. CANCELLATION OF SHARES
<TABLE>
<CAPTION>
---------------------------------------------------------------------------
a. before cancellation
DESIGNATION OF SHARES NUMBER OF SHARES
<S> <C> <C> <C> <C> <C>
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
----------------------------------------------------------------------------
PFD 7.75% $100 26,400 - 26,400
PFD 8.25% $100 20,630 - 20,630
----------------------------------------------------------------------------
</TABLE>
b. Shares being cancelled
<TABLE>
<CAPTION>
DESIGNATION OF SHARES NUMBER OF SHARES
<S> <C> <C> <C> <C> <C>
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
----------------------------------------------------------------------------
PFD 7.75% $100 2,400 - 2,400
PFD 8.25% $100 3,437 - 3,437
----------------------------------------------------------------------------
</TABLE>
c. after cancellation
<TABLE>
<CAPTION>
DESIGNATION OF SHARES NUMBER OF SHARES
<S> <C> <C> <C> <C> <C>
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
----------------------------------------------------------------------------
PFD 7.75% $100 24,000 - 24,000
PFD 8.25% $100 17,193 - 17,193
----------------------------------------------------------------------------
</TABLE>
Dated at Hartford Connecticut this 7th day of February 1985.
We hereby declare, under the penalties of false statement, that the
statements made in the foregoing certificate are true.
--------------------------------- --------------------------------------
Robert A. Dixon Reginald L. Babcock
Vice President Assistant Secretary
<TABLE>
<S> <C> <C> <C>
FILED Filing Fee Certification Fee| Total Fees
STATE OF CONNECTICUT $ 6 $ $6
</TABLE>
FEB 14, 1985 Certified Copy Sent
Julia M. Tashjian P.O. Box 1500
SECRETARY OF THE STATE Htfd. CT 06144
<PAGE>
Exhibit 3(i)
Page 136 of 194
(FORM)
CERTIFICATE OF STOCK CORPORATION CANCELLATION OF SHARES
STATE OF CONNECTICUT
SECRETARY OF THE STATE
1. The name of the corporation is CONNECTICUT NATURAL GAS CORPORATION
2. CANCELLATION OF SHARES
<TABLE>
<CAPTION>
---------------------------------------------------------------------------
a. before cancellation
DESIGNATION OF SHARES NUMBER OF SHARES
<S> <C> <C> <C> <C> <C>
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
----------------------------------------------------------------------------
PFD 6% Ser B $100 5,881 - 5,881
PFD 5.75% $100 5,200 - 5,200
PFD 6.25% $100 2,250 - 2,250
----------------------------------------------------------------------------
</TABLE>
b. Shares being cancelled
<TABLE>
<CAPTION>
DESIGNATION OF SHARES NUMBER OF SHARES
<S> <C> <C> <C> <C> <C>
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
----------------------------------------------------------------------------
PFD 6% Ser B $100 87 - 87
PFD 5.75% $100 300 - 300
PFD 6.25% $100 2,000 - 2,000
----------------------------------------------------------------------------
</TABLE>
c. after cancellation
<TABLE>
<CAPTION>
DESIGNATION OF SHARES NUMBER OF SHARES
<S> <C> <C> <C> <C> <C>
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
----------------------------------------------------------------------------
PFD 6% Ser B $100 5,794 - 5,794
PFD 5.75% $100 4,900 - 4,900
PFD 6.25% $100 250 - 250
----------------------------------------------------------------------------
</TABLE>
<PAGE>
Exhibit 3(i)
Page 137 of 194
VOL 101
(FORM)
CERTIFICATE OF STOCK CORPORATION CANCELLATION OF SHARES
STATE OF CONNECTICUT
SECRETARY OF THE STATE
1. The name of the corporation is CONNECTICUT NATURAL GAS CORPORATION
2. CANCELLATION OF SHARES
<TABLE>
<CAPTION>
---------------------------------------------------------------------------
a. before cancellation
DESIGNATION OF SHARES NUMBER OF SHARES
<S> <C> <C> <C> <C> <C>
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
----------------------------------------------------------------------------
PFD 7.75% $100 24,000 - 24,000
PFD 8.25% $100 17,193 - 17,193
----------------------------------------------------------------------------
</TABLE>
b. Shares being cancelled
<TABLE>
<CAPTION>
DESIGNATION OF SHARES NUMBER OF SHARES
<S> <C> <C> <C> <C> <C>
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
----------------------------------------------------------------------------
PFD 7.75% $100 24,000 - 24,000
PFD 8.25% $100 17,193 - 17,193
----------------------------------------------------------------------------
</TABLE>
c. after cancellation
<TABLE>
<CAPTION>
DESIGNATION OF SHARES NUMBER OF SHARES
<S> <C> <C> <C> <C> <C>
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
----------------------------------------------------------------------------
PFD 7.75% $100 0 - 0
PFD 8.25% $100 0 - 0
----------------------------------------------------------------------------
</TABLE>
Dated at Hartford Connecticut this 9th day of July, 1985.
We hereby declare, under the penalties of false statement, that the
statements made in the foregoing certificate are true.
--------------------------------- --------------------------------------
Robert A. Dixon Reginald L. Babcock
Vice President Assistant Secretary
<TABLE>
<S> <C> <C> <C>
FILED Filing Fee Certification Fee| Total Fees
STATE OF CONNECTICUT $ 6 $ $6
</TABLE>
JUL 10, 1985 Certified Copy Sent
Julia M. Tashjian c/o Reginald Babcock
SECRETARY OF THE STATE P.O. Box 1500
Hartford, CT 06144
<PAGE>
Exhibit 3(i)
Page 138 of 194
(FORM)
CERTIFICATE OF STOCK CORPORATION CANCELLATION OF SHARES
STATE OF CONNECTICUT
SECRETARY OF THE STATE
1. The name of the corporation is CONNECTICUT NATURAL GAS CORPORATION
2. CANCELLATION OF SHARES
<TABLE>
<CAPTION>
---------------------------------------------------------------------------
a. before cancellation
DESIGNATION OF SHARES NUMBER OF SHARES
<S> <C> <C> <C> <C> <C>
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
----------------------------------------------------------------------------
PFD 5.75% $100 4,900 - 4,900
PFD 6.25% $100 250 - 250
----------------------------------------------------------------------------
</TABLE>
b. Shares being cancelled
<TABLE>
<CAPTION>
DESIGNATION OF SHARES NUMBER OF SHARES
<S> <C> <C> <C> <C> <C>
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
----------------------------------------------------------------------------
PFD 5.75% $100 4,900 - 4,900
PFD 6.25% $100 250 - 250
----------------------------------------------------------------------------
</TABLE>
c. after cancellation
<TABLE>
<CAPTION>
DESIGNATION OF SHARES NUMBER OF SHARES
<S> <C> <C> <C> <C> <C>
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
----------------------------------------------------------------------------
PFD 5.75% $100 0 - 0
PFD 6.25% $100 0 - 0
----------------------------------------------------------------------------
</TABLE>
<PAGE>
Exhibit 3(i)
Page 139 of 194
VOL 101
(FORM)
CERTIFICATE OF STOCK CORPORATION CANCELLATION OF SHARES
STATE OF CONNECTICUT
SECRETARY OF THE STATE
1. The name of the corporation is CONNECTICUT NATURAL GAS CORPORATION
2. CANCELLATION OF SHARES
<TABLE>
<CAPTION>
---------------------------------------------------------------------------
a. before cancellation
DESIGNATION OF SHARES NUMBER OF SHARES
<S> <C> <C> <C> <C> <C>
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
----------------------------------------------------------------------------
PFD 7.75% $100 24,000 - 24,000
PFD 8.25% $100 17,193 - 17,193
PFD 8.00% $6.25 120,000 - 120,000
----------------------------------------------------------------------------
</TABLE>
b. Shares being cancelled
<TABLE>
<CAPTION>
DESIGNATION OF SHARES NUMBER OF SHARES
<S> <C> <C> <C> <C> <C>
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
----------------------------------------------------------------------------
PFD 7.75% $100 24,000 - 24,000
PFD 8.25% $100 17,193 - 17,193
PFD 8.00% $6.25 6,048 - 6,048
----------------------------------------------------------------------------
</TABLE>
c. after cancellation
<TABLE>
<CAPTION>
DESIGNATION OF SHARES NUMBER OF SHARES
<S> <C> <C> <C> <C> <C>
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
----------------------------------------------------------------------------
PFD 7.75% $100 0 - 0
PFD 8.25% $100 0 - 0
PFD 8.00% $6.25 113,952 - 113,952
----------------------------------------------------------------------------
</TABLE>
Dated at Hartford Connecticut this 31st day of December, 1985.
We hereby declare, under the penalties of false statement, that the
statements made in the foregoing certificate are true.
--------------------------------- --------------------------------------
Alexander J. Kennedy Reginald L. Babcock
Vice President Secretary
<PAGE>
Exhibit 3(i)
Page 140 of 194
(FORM)
CERTIFICATE OF STOCK CORPORATION CANCELLATION OF SHARES
STATE OF CONNECTICUT
SECRETARY OF THE STATE
1. The name of the corporation is CONNECTICUT NATURAL GAS CORPORATION
2. CANCELLATION OF SHARES
<TABLE>
<CAPTION>
---------------------------------------------------------------------------
a. before cancellation
DESIGNATION OF SHARES NUMBER OF SHARES
<S> <C> <C> <C> <C> <C>
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
----------------------------------------------------------------------------
PFD 6% Ser B $100 5,794 - 5,794
PFD 5.75% $100 4,900 - 4,900
PFD 6.25% $100 250 - 250
----------------------------------------------------------------------------
</TABLE>
b. Shares being cancelled
<TABLE>
<CAPTION>
DESIGNATION OF SHARES NUMBER OF SHARES
<S> <C> <C> <C> <C> <C>
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
----------------------------------------------------------------------------
PFD 6% Ser B $100 183 - 183
PFD 5.75% $100 4,900 - 4,900
PFD 6.25% $100 250 - 250
----------------------------------------------------------------------------
</TABLE>
c. after cancellation
<TABLE>
<CAPTION>
DESIGNATION OF SHARES NUMBER OF SHARES
<S> <C> <C> <C> <C> <C>
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
----------------------------------------------------------------------------
PFD 6% Ser B $100 5,611 - 5,611
PFD 5.75% $100 0 - 0
PFD 6.25% $100 0 - 0
----------------------------------------------------------------------------
</TABLE>
<PAGE>
Exhibit 3(i)
Page 141 of 194
CERTIFICATE AMENDING CERTIFICATE OF INCORPORATION
BY ACTION OF BOARD OF DIRECTORS AND SHAREHOLDERS
1. The name of the corporation is CONNECTICUT NATURAL GAS
CORPORATION.
2. The Charter of CONNECTICUT NATURAL GAS CORPORATION is amended
only by the following resolution:
RESOLVED: That the Charter of Connecticut Natural Gas Corporation be
and hereby is amended so as to provide that the authorized capital
stock of the Corporation consists of the following:
(a) 10,822,328 shares of common stock having a par value of $3.125
per share.
(b) 227,904 shares of preferred stock having a par value of $3.125
per share, known and designated as the "$3.125 Par Preferred
Stock,"
(i) said preferred stock to be entitled to receive out
of the net profits of the Corporation cumulative dividends at
the rate of eight percent (8%) per annum, payable in quarterly
installments of two percent (2%) to be paid thereon before any
dividends are payable upon the common stock of the Corporation,
(ii) said preferred stock in the event of liquidation of
the Corporation or distribution of its assets to be preferred
as to the entire assets to the amount of $6.25 per share, and
(iii) all shares of common stock and $3.125 Par
Preferred Stock shall have equal voting rights.
(c) 400,000 shares of preferred stock having a par value of $100
per share, known and designated as the Corporation's "$100 Par
Serial Preferred Stock,"
(i) said $100 Par Serial Preferred Stock to be on a
parity with respect to dividends and liquidation with the
$3.125 Par Preferred Stock,
<PAGE>
Exhibit 3(i)
Page 142 of 194
(ii) the Board of Directors is authorized to issue, from
time to time, all such shares of $100 Par Serial Preferred
Stock and, to the extent permitted by law, to fix and determine
the terms, limitations and (except that no amount payable on
liquidation shall exceed the then applicable call price)
relative rights and preferences of such stock, including,
without limitation, the conditions under which they shall be
entitled to voting rights and the extent thereof, to divide
such shares into series and, to the extent permitted by law, to
fix and determine the variations among series.
3. The foregoing charter amendment shall be completely effective
according to its terms as of 5:00 p.m. on May 19, 1986.
Upon the effectiveness fo the foregoing charter amendment, each share
of the outstanding common stock of the Corporation of the par value of
$6.25 per share shall be divided into two shares of common stock of the par
value of $3.125 per share, and each share of $6.25 Par Preferred Stock of
the Corporation shall be divided into two shares of $3.125 Par Preferred
Stock. All outstanding certificates representing shares of common stock
and $6.25 Par Preferred Stock immediately prior to the effectiveness of
such amendment, shall continue to represent the same number of shares
following the effectiveness of such amendment, but, in each case, such
shares shall be deemed to be of the par value of $3.125 per share. New
stock certificates representing additional shares of common stock of $3.125
Par Preferred Stock to which shareholders of the Corporation shall be
entitled by reason of the foregoing charter amendment and concurrent stock
splits shall be issued and delivered to such holders as soon as reasonably
possible.
4. The above resolution was adopted by the Board of Directors and by
shareholders.
5. On the date the above resolution was adopted by the Corporation's
shareholders, the Corporation had at least one hundred recordholders, as
defined in subsection (a) of Section 33-311a of the Connecticut General
Statutes.
-2-
<PAGE>
Exhibit 3(i)
Page 143 of 194
6. Vote of shareholders:
Common Stock and $6.25 Par Preferred Stock, voting as a single class
in accordance with the voting rights of such classes contained in the
charter of the Corporation:
<TABLE>
<S> <C> <C> <C>
Number of Shares Total Voting Vote Required Vote Favoring
Entitled to Vote Power for Adoption Adoption
---------------- ------------ ------------- -------------
3,502,943 3,502,943 1,751,472 2,473,998
</TABLE>
Common Stock, $6.125 par value, as to matters upon which the holders
of Common Stock are entitled to vote as a separate class pursuant to
Section 33-361 of the Connecticut General Statutes:
<TABLE>
<S> <C> <C> <C>
Number of Shares Total Voting Vote Required Vote Favoring
Entitled to Vote Power for Adoption Adoption
---------------- ------------ ------------- -------------
3,388,991 3,388,991 1,694,496 2,412,799
</TABLE>
$6.25 Par Preferred Stock, as to matters upon which the holders of
$6.25 Par Preferred Stock are entitled to vote as a separate class
pursuant to Section 33-361 of the Connecticut General Statutes:
<TABLE>
<S> <C> <C> <C>
Number of Shares Total Voting Vote Required Vote Favoring
Entitled to Vote Power for Adoption Adoption
---------------- ------------ ------------- -------------
113,952 113,952 56,977 61,199
</TABLE>
Dated at Hartford, Connecticut this 14th day of May, 1986.
We hereby declare, under the penalty of false statement that the
statements made in the foregoing certificate are true.
______________________________
Victor H. Frauenhofer
President
______________________________
Reginald L. Babcock
Secretary
Filed State of Connecticut May 16, 1986, Secretary of State
-3-
<PAGE>
Exhibit 3(i)
Page 144 of 194
VOL 101 858
(FORM)
CERTIFICATE OF STOCK CORPORATION CANCELLATION OF SHARES
STATE OF CONNECTICUT
SECRETARY OF THE STATE
1. The name of the corporation is CONNECTICUT NATURAL GAS CORPORATION
2. CANCELLATION OF SHARES
<TABLE>
<CAPTION>
---------------------------------------------------------------------------
a. before cancellation
DESIGNATION OF SHARES NUMBER OF SHARES
<S> <C> <C> <C> <C> <C>
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
----------------------------------------------------------------------------
PFD 8.00% $3.125 227,904 -0- -0-
----------------------------------------------------------------------------
</TABLE>
b. Shares being cancelled
<TABLE>
<CAPTION>
DESIGNATION OF SHARES NUMBER OF SHARES
<S> <C> <C> <C> <C> <C>
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
----------------------------------------------------------------------------
PFD 8.00% $3.125 3,244 -0- -0-
----------------------------------------------------------------------------
</TABLE>
c. after cancellation
<TABLE>
<CAPTION>
DESIGNATION OF SHARES NUMBER OF SHARES
<S> <C> <C> <C> <C> <C>
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
----------------------------------------------------------------------------
PFD 8.00% $3.125 224,660 -0- -0-
----------------------------------------------------------------------------
</TABLE>
See Page 2 for continuation of listings.
Dated at Hartford Connecticut this 31st day of December, 1986.
We hereby declare, under the penalties of false statement, that the
statements made in the foregoing certificate are true.
--------------------------------- --------------------------------------
Alexander J. Kennedy Reginald L. Babcock
Vice President Secretary
Filed State of Connecticut March 5, 1987, Secretary of State.
<PAGE>
Exhibit 3(i)
Page 145 of 194
859
(FORM)
CERTIFICATE OF STOCK CORPORATION CANCELLATION OF SHARES
STATE OF CONNECTICUT
SECRETARY OF THE STATE
1. The name of the corporation is CONNECTICUT NATURAL GAS CORPORATION
2. CANCELLATION OF SHARES
<TABLE>
<CAPTION>
---------------------------------------------------------------------------
a. before cancellation
DESIGNATION OF SHARES NUMBER OF SHARES
<S> <C> <C> <C> <C> <C>
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
but unissued
----------------------------------------------------------------------------
PFD 6% Ser A $100 375 -0- -0-
PFD 6% Ser B $100 5,611 -0- -0-
PFD undesignated $100 -0- -0- 394,014
----------------------------------------------------------------------------
</TABLE>
b. Shares being cancelled
<TABLE>
<CAPTION>
DESIGNATION OF SHARES NUMBER OF SHARES
<S> <C> <C> <C> <C> <C>
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
but unissued
----------------------------------------------------------------------------
PFD 6% Ser A $100 375 -0- -0-
PFD 6% Ser B $100 366 -0- -0-
PFD undesignated $100 -0- -0- 132,352
----------------------------------------------------------------------------
</TABLE>
c. after cancellation
<TABLE>
<CAPTION>
DESIGNATION OF SHARES NUMBER OF SHARES
<S> <C> <C> <C> <C> <C>
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
----------------------------------------------------------------------------
PFD 6% Ser A $100 -0- -0- -0-
PFD 6% Ser B $100 5,245 -0- -0-
PFD undesignated $100 -0- -0- 261,662
----------------------------------------------------------------------------
</TABLE>
NOTE: The 400,000 shares of $100 Par Series Preferred Stock referenced in
the amendment to the Company's Certificate of Incorporation filed with the
Office of the Secretary of the State on May 16, 1986 consisted of 375
shares of the 6.00% Series A Preferred Stock, 5,611 shares of 6.00% Series
B Preferred Stock and 394,014 shares of authorized but undesignated and
unissued shares.
<PAGE>
Exhibit 3(i)
Page 146 of 194
(FORM)
CERTIFICATE OF STOCK CORPORATION CANCELLATION OF SHARES
STATE OF CONNECTICUT
SECRETARY OF THE STATE
1. The name of the corporation is CONNECTICUT NATURAL GAS CORPORATION
2. CANCELLATION OF SHARES
<TABLE>
<CAPTION>
---------------------------------------------------------------------------
a. before cancellation
DESIGNATION OF SHARES NUMBER OF SHARES
<S> <C> <C> <C> <C> <C>
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
but unissued
----------------------------------------------------------------------------
PFD 8% $3.125 224,660 -0- -0-
PFD 6% Ser B $100 5,245 -0- -0-
----------------------------------------------------------------------------
</TABLE>
b. Shares being cancelled
<TABLE>
<CAPTION>
DESIGNATION OF SHARES NUMBER OF SHARES
<S> <C> <C> <C> <C> <C>
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
but unissued
----------------------------------------------------------------------------
PFD 8% $3.125 132 -0- -0-
PFD 6% Ser B $100 19 -0- -0-
----------------------------------------------------------------------------
</TABLE>
c. after cancellation
<TABLE>
<CAPTION>
DESIGNATION OF SHARES NUMBER OF SHARES
<S> <C> <C> <C> <C> <C>
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
----------------------------------------------------------------------------
PFD 8% $3.125 224,528 -0- -0-
PFD 6% Ser B $100 5,226 -0- -0-
----------------------------------------------------------------------------
</TABLE>
Dated at Hartford, Connecticut this 19th day of April, 1988. We hereby
declare, under the penalties of false statement that the statements made in
the foregoing certificate are true.
--------------------------------- --------------------------------------
Frank H. Livingston Reginald L. Babcock
Vice President Assistant Secretary
FILED Certified Copy to
STATE OF CONNECTICUT Murtha Cullina et al
May 12, 1988 CityPlace
Julia H. Tashjian Hartford, Ct. 06103
<PAGE>
Exhibit 3(i)
Page 147 of 194
CERTIFICATE AMENDING CERTIFICATE OF INCORPORATION
BY ACTION OF BOARD OF DIRECTORS AND SHAREHOLDERS
1. The name of the corporation is CONNECTICUT NATURAL GAS
CORPORATION.
2. The following amendment resolutions were adopted by the Board of
Directors and the Shareholders of Connecticut Natural Gas Corporation in
the manner prescribed by subsection (b) of Section 33-360 of the
Connecticut General Statutes:
(a) RESOLVED: That the Charter of Connecticut Natural Gas
Corporation be amended to provide that the authorized common stock of the
Corporation shall consist of the following:
20,000,000 shares of common stock having a par value of $3.125
per share, known and designated as the "Common Stock".
(b) RESOLVED: That the Charter of Connecticut Natural Gas
Corporation be amended to provide that the authorized $3.125 Par Preferred
Stock of the Corporation shall consist of the following:
1,000,000 shares of preferred stock having a par value of
$3.125 per share, known and designated as the "$3.125 Par
Preferred Stock",
(i) said $3.125 Par Preferred Stock to be entitled to receive
out of the net profits of the Corporation cumulative dividends at the
rate of eight percent (8%) per annum, payable in quarterly
installments of two percent (2%), to be paid thereon before any
dividends are payable upon the Common Stock of the Corporation,
(ii) said $3.125 Par Preferred Stock in the event of
liquidation of the Corporation or distribution of its assets to be
preferred as to the entire assets to the amount of $6.25 per share,
and
(iii) all shares of Common Stock and $3.125 Par Preferred
Stock shall have equal voting rights.
(c) RESOLVED: That the Charter of Connecticut Natural Gas
Corporation be amended to provide that the authorized $100 Par Serial
Preferred Stock shall consist of the following:
10,000,000 shares of preferred stock having a par value of $100
per share, known and designated as the "$100 Par Serial Preferred
Stock",
<PAGE>
Exhibit 3(i)
Page 148 of 194
(i) said $100 Par Serial Preferred Stock to be on a parity
with respect to dividends and liquidation with the $3.125 Par
Preferred Stock,
(ii) the Board of Directors is authorized to issue, from time
to time, all such shares of $100 Par Serial Preferred Stock and, to
the extent permitted by law, to fix and determine the terms,
limitations and (except that no amount payable on liquidation shall
exceed the then applicable call price) relative rights and
preferences of such stock, including, without limitation, the
conditions under which they shall be entitled to voting rights and
the extent thereof, to divide such shares into series and, to the
extent permitted by law, to fix and determine the variations among
series.
3. The foregoing charter amendments shall be completely effective
according to their terms upon the filing of this Certificate with the
office of the Secretary of State.
4. The above resolutions were adopted by the Board of Directors and
by shareholders.
5. On the date the above resolutions were adopted by the
Corporation's shareholders, the Corporation had at least one hundred
recordholders as defined in subsection (a) of Section 33-311a of the
Connecticut General Statutes.
6. Vote of shareholders:
(a) As to the amendment set forth in Paragraph 2(a), above:
Common Stock and $3.125 Par Preferred Stock, voting as a single
class in accordance with the voting rights of such classes contained
in the charter of the Corporation:
<TABLE>
<S> <C> <C> <C>
Number of Shares Total Voting Vote Required Vote Favoring
Entitled to Vote Power for Adoption Adoption
---------------- ------------ ------------- -------------
7,786,696 7,786,696 3,893,349 5,261,034
</TABLE>
Common Stock, $3.125 par value, as to matters upon which the holdres
of Common Stock are entitled to vote as a separate class pursuant to
Section 33-361 of the Connecticut General Statutes:
-2-
<PAGE>
Exhibit 3(i)
Page 149 of 194
<TABLE>
<S> <C> <C> <C>
Number of Shares Total Voting Vote Required Vote Favoring
Entitled to Vote Power for Adoption Adoption
---------------- --------------- ------------- -------------
7,562,168 7,562,168 3,781,085 5,109,007
</TABLE>
(b) As to the amendment set forth in Paragraph 2(b), above:
Common Stock and $3.125 Par Preferred Stock, voting as a single class
in accordance with the voting rights of such classes contained in the
charter of the corporation:
<TABLE>
<S> <C> <C> <C>
Number of Shares Total Voting Vote Required Vote Favoring
Entitled to Vote Power for Adoption Adoption
---------------- ------------ ------------- -------------
7,786,696 7,786,696 3,893,349 4,562,001
</TABLE>
$3.125 Par Preferred Stock, as to matters upon which the holders of
$3.125 Par Preferred Stock are entitled to vote as a separate class
pursuant to Section 33-361 of the Connecticut General Statutes:
<TABLE>
<S> <C> <C> <C>
Number of Shares Total Voting Vote Required Vote Favoring
Entitled to Vote Power for Adoption Adoption
---------------- ------------ ------------- -------------
224,528 224,528 112,265 152,027
</TABLE>
(c) As to the amendment set forth in Paragraph 2(c), above:
Common Stock and $3.125 Par Preferred Stock, voting as a single class
in accordance with the voting rights of such classes contained in the
charter of the Corporation:
<TABLE>
<S> <C> <C> <C>
Number of Shares Total Voting Vote Required Vote Favoring
Entitled to Vote Power for Adoption Adoption
---------------- ------------ ------------- -------------
7,786,696 7,786,696 3,893,349 4,471,732
</TABLE>
$100 Par Serial Preferred Stock, as to matters upon which the holders
of $100 Par Serial Preferred Stock are entitled to vote as a separate
class pursuant to Section 33-361 of the Connecticut General Statutes:
<TABLE>
<S> <C> <C> <C>
Number of Shares Total Voting Vote Required Vote Favoring
Entitled to Vote Power for Adoption Adoption
---------------- ------------ ------------- -------------
5,145 5,145 2,573 2,793
</TABLE>
-3- <PAGE>
Exhibit 3(i)
Page 150 of 194
Dated at Hartford, Connecticut this 26th day of April, 1988.
We hereby declare, under the penalties of false statement that the
statements made in the foregoing certificate are true.
s/Victor H. Frauenhofer
______________________________
Victor H. Frauenhofer
President
s/Reginald L. Babcock
______________________________
Reginald L. Babcock
Secretary
-4-
<PAGE>
Exhibit 3(i)
Page 151 of 194
(FORM)
CERTIFICATE OF STOCK CORPORATION CANCELLATION OF SHARES
STATE OF CONNECTICUT
SECRETARY OF THE STATE
1. The name of the corporation is CONNECTICUT NATURAL GAS CORPORATION
2. CANCELLATION OF SHARES
<TABLE>
<CAPTION>
---------------------------------------------------------------------------
a. before cancellation
DESIGNATION OF SHARES NUMBER OF SHARES
<S> <C> <C> <C> <C> <C>
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
but unissued
----------------------------------------------------------------------------
Pfd. 8.00% $3.125 224,528 -0- 775,472
Pfd. 6.00% $100 5,226 -0- 9,994,774
series B
----------------------------------------------------------------------------
</TABLE>
b. Shares being cancelled
<TABLE>
<CAPTION>
DESIGNATION OF SHARES NUMBER OF SHARES
<S> <C> <C> <C> <C> <C>
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
but unissued
----------------------------------------------------------------------------
Pfd. 8.00% $3.125 1,392 -0- 1,392
Pfd. 6.00% $100 131 -0- 131
series B
----------------------------------------------------------------------------
</TABLE>
c. after cancellation
<TABLE>
<CAPTION>
DESIGNATION OF SHARES NUMBER OF SHARES
<S> <C> <C> <C> <C> <C>
Issued and Authorized for
Class Series Par Outstanding Treasury cancellation on
----------------------------------------------------------------------------
PFD 8.00% $3.125 223,136 -0- 774,080
PFD 6.00% $100 5,095 -0- 9,994,643
series B
----------------------------------------------------------------------------
</TABLE>
Note: Authorized at 4/26/88 Annual Meeting:
Pfd. 8.00% $3.125 1,000,000
Pfd. 6.00% $100 10,000,000
Dated at Hartford, Connecticut this 28th day of February, 1989. We hereby
declare, under the penalties of false statement that the statements made in
the foregoing certificate are true.
/s/ A.J. Kennedy /s/ R.L. Babcock
--------------------------------- --------------------------------------
Alexander J. Kennedy Reginald L. Babcock
Vice President Assistant Secretary
<TABLE>
<S> <C> <C> <C>
Filing Fee Certification Fee Total Fees
$9, 25 exp | $ 12, 25 exp |$71
</TABLE>
FILED Certified Copy to
STATE OF CONNECTICUT Recd/cc
AUG 16, 3:00PM '89 Lynn C. Blackwell, Esq.
Julia H. Tashjian Hartford, Ct. 06103
SECRETARY OF THE STATE P.O. Box 1500, Htfd CT 06144-1500
<PAGE>
Exhibit 3(i)
Page 152 of 194
STATE OF CONNECTICUT )
) SS: HARTFORD
OFFICE OF THE SECRETARY OF THE STATE )
I hereby certify that this is a true copy of record in this office.
In testimony whereof, I have hereunto set my hand, and affixed the Seal of
said State, at Hartford, this 17th day of August A.D. 1989
_________________________________________
Julia J. Tashjian
SECRETARY OF THE STATE
<PAGE>
Exhibit 3(i)
Page 153 of 194
(FORM)
CERTIFICATE OF STOCK CORPORATION CANCELLATION OF SHARES
STATE OF CONNECTICUT
SECRETARY OF THE STATE
1. The name of the corporation is CONNECTICUT NATURAL GAS CORPORATION
2. CANCELLATION OF SHARES
<TABLE>
<CAPTION>
---------------------------------------------------------------------------
a. before cancellation
DESIGNATION OF SHARES NUMBER OF SHARES
<S> <C> <C> <C> <C> <C>
Issued and Authorized (For
Class Series Par Outstanding Treasury cancellation only)
----------------------------------------------------------------------------
Pfd 8.00% $3.125 223,136 0 * 775,472
Pfd 6.00% $100 5,095 0 *9,994,774
series B
----------------------------------------------------------------------------
</TABLE>
b. Shares being cancelled
<TABLE>
<CAPTION>
DESIGNATION OF SHARES NUMBER OF SHARES
<S> <C> <C> <C> <C> <C>
Issued and Authorized (For
Class Series Par Outstanding Treasury cancellation only)
----------------------------------------------------------------------------
Pfd 8.00% $3.125 58,827 0 0
Pfd 6.00% $100 0 0 0
series B
----------------------------------------------------------------------------
</TABLE>
c. after cancellation
<TABLE>
<CAPTION>
DESIGNATION OF SHARES NUMBER OF SHARES
<S> <C> <C> <C> <C> <C>
Issued and Authorized (For
Class Series Par Outstanding Treasury cancellation only)
----------------------------------------------------------------------------
Pfd 8.00% $3.125 164,309 -0- 775,472
Pfd 6.00% $100 5,095 -0- 9,994,774
series B
----------------------------------------------------------------------------
</TABLE>
*Authorized shares after cancellation on 2/28/89 Certificate were
erroneously reduced by the number of shares cancelled. This certificate
shows the correct number of Authorized shares for both classes.
Dated at Hartford, Connecticut this 19th day of March, 1990. We hereby
declare, under the penalties of false statement that the statements made in
the foregoing certificate are true.
----------------------------------------------------------------------------
Vice President Secretary
Alexander J. Kennedy Reginald L. Babcock
----------------------------------------------------------------------------
/s/ Alexander J. Kennedy /s/ R.L. Babcock
----------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C>
Filing Fee Certification Fee Total Fees
$9 | $ 12, |$71
</TABLE>
FILED 50exp.
STATE OF CONNECTICUT Recd/cc
MAR 23, 3:00PM '90 Lynn C. Blackwell c/o CNG
Julia H. Tashjian P.O. Box 1500, Htfd, CT 06144-1500
SECRETARY OF THE STATE
<PAGE>
Exhibit 3(i)
Page 154 of 194
STATE OF CONNECTICUT )
) SS. HARTFORD
OFFICE OF THE SECRETARY OF THE STATE )
I hereby certify that this is a true copy of record in this office.
In testimony whereof, I have hereunto set my hand, and affixed the Seal of
said State, at Hartford, this 26th day of March A.D. 1990
_________________________________________
Julia J. Tashjian
SECRETARY OF THE STATE
<PAGE>
Exhibit 3(i)
Page 155 of 194
CERTIFICATE AMENDING OR RESTATING CERTIFICATE OF INCORPORATION
61-38 REV. 4/89
Stock Corporation
STATE OF CONNECTICUT
SECRETARY OF THE STATE
30 TRINITY STREET
HARTFORD, CT 06106
---------------------------------------------------------------------------
1. Name of Corporation
Connecticut Natural Gas Corporation
---------------------------------------------------------------------------
2. The Certificate of Incorporation is: (Check one)
|X| A. Amended only, pursuant to Conn. Gen. Stat. section 33-360.
| | B. Amended and restated, pursuant to Conn. Gen. Stat. section 33-
362(c).
| | C. Restated only, pursuant to Conn. Gen. Stat. section 33-362(d).
(set forth here the resolution of amendment and/or restatement. Use
a 8 1/2 X 11 attached sheet if more space if needed)
A copy of the resolution of amendment is attached hereto as Exhibit
A.
See Attached Resolution.
| | D. Restated and superseded pursuant to Conn. Gen. Stat. section 33-
362(d).
(set forth here the resolution of amendment and/or restatement. Use
a 8 1/2 X 11 attached sheet if more space if needed).
(If 2A is checked, go to 5 to complete this certificate. If 2B or 2C is
checked, complete 3A or 3B. If 2D is checked, complete 4.)
3. (Check one)
| | A. This certificate purports merely to restate but not to change
the provisions of the original Certificate of Incorporation as
supplemented and amended to date, and there is no discrepancy
between the provisions of the original Certificate of
Incorporation as supplemented and amended to date, and the
provisions of this Restated Certificate of Incorporation. (If
3A is checked, go to 5 to complete this certificate).
| | B. This Restated Certificate of Incorporation shall give effect to
the amendment(s) and purports to restate all those provisions
now in effect not being amended by such amendment(s). (If 3B
is checked, check 4, if true, and go to 5 to complete this
Certificate.)
4. (Check, if true)
| | This restated Certificate of Incorporation was adopted by the
greatest vote which would have been required to amend any provision
of the Certificate of Incorporation as in effect before such vote and
supersedes such Certificate of Incorporation.
<PAGE>
Exhibit 3(i)
Page 156 of 194
5. The manner of adopting the resolution was as follows: (Check one A, or
B, or C)
|X| A. By the board of directors and shareholders, pursuant to Conn.
Gen. Stat. section 33-360. Vote of Shareholders: (Check (i) or
(ii), and check (iii) if applicable.)
(i) |X| No shares are required to be voted as a class; the
shareholder's vote was as follows:
Vote Required for Adoption 4,254,228 Vote Favoring Adoption
5,997,420
(ii) | | There are shares of more than one class entitled to vote
as a class. The designation of each class required for
adoption of the resolution and the vote of each class in
favor of adoption were as follows:
(Use an 8 1/2 X 11 attached sheet if more space is
needed).
(iii) |X| Check here if the corporation has 100 or more
recordholders, as defined in Conn. Gen. Stat. section 33-
311a(a).
| | B. By the board of directors acting alone, pursuant to Conn. Gen.
Stat. section 33-360(b)(2).
The number of affirmative votes required to adopt such resolution is:
________
The number of directors' votes in favor of the resolution was:
_______________
We hereby declare, under the penalties of false statement, that the
statements made in the foregoing certificate are true:
<TABLE>
<S> <C> <C> <C>
(Print or Type) Signature Print or Type Signature
---------------------------------------------------------------------------------------
Name of Pres. | |Name of Sec. |
Victor H. Frauenhofer |/s/Victor H. Frauenhofer |Reginald L. Babcock|/s/R. L. Babcock
---------------------------------------------------------------------------------------
| | C. The corporation does not have any shareholders. The resolution
was adopted by vote of at least two-thirds of the incorporators
before the organization meeting of the corporation, and
approved in writing by all subscribers (if any) for shares of
the corporation.
We (at least two-thirds of the incorporators) hereby declare, under the
penalties of false statement, that the statements made in the foregoing
certificate are true.
</TABLE>
<TABLE>
<S> <C> <C>
---------------------------------------------------------------------------------------
Signed |Signed |Signed
---------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------
Signed |Signed |Signed
---------------------------------------------------------------------------------------
</TABLE>
Dated at Hartford, Connecticut this 26th day of April, 1990
Approved by all subscribers, if none, so state: _____
(Use an 8 1/2 X 11 attached sheet if more space is needed)
Rec, CC, GS: (Type or Print
D.S. Shimkus
Murtha, Cullina, Richter & Pinney
CityPlace P.O. Box 3197
Hartford, CT 06103
----------------------------
Please provide filer's name and complete
address for mailing receipt
<PAGE>
Exhibit 3(i)
Page 157 of 194
EXHIBIT A
RESOLVED: That the Charter of Connecticut Natural Gas Corporation be
amended by the addition thereto of the following Director Liability
Limitation Amendment, subject to the approval of the Company's shareholders
entitled to vote thereon:
"DIRECTOR LIABILITY LIMITATION AMENDMENT
The personal liability of a director to the Company or its
shareholders for monetary damages for breach of duty as a director
shall be limited to an amount equal to the amount of compensation
received by the director for serving the Company during the calendar
year in which the violation occurred (and if the director received no
such compensation from the Company during the calendar year of the
violation, such director shall have no liability to the Company or
its shareholders for breach of duty) if such breach did not:
(A) involve a knowing and culpable violation of law by the
director;
(B) enable the director or an Associate, as defined in
subdivision (3) of Section 33-374d of the Connecticut Stock
Corporation Act as in effect at the time of the violation, to receive
an improper personal economic gain;
(C) show a lack of good faith and a conscious disregard for
the duty of the director to the Company under circumstances in which
the director was aware that his conduct or omission created an
unjustifiable risk of serious injury to the Company;
(D) constitute a sustained and unexcused pattern of
inattention that amounted to an abdication of the director's duty to
the Company; or
(E) create liability under Section 33-321 of the Connecticut
Stock Corporation Act as in effect at the time of the violation.
<PAGE>
Exhibit 3(i)
Page 158 of 194
Any repeal or modification of this Director Liability
Limitation Amendment shall not adversely affect any right or
protection of a director of the Company existing at the time of such
repeal or modification.
The effective date of the provisions of this Director Liability
Limitation Amendment shall be the date of filing with the Secretary
of State of the State of Connecticut of the Certificate of Amendment
which contains this Director Liability Limitation Amendment.
Nothing contained in this Director Liability Limitation
Amendment shall be construed to deny to the directors of the Company
any of the benefits provided by subsection (e) of Section 33-313 of
the Connecticut Stock Corporation Act, as in effect at the time of
the violation."
RESOLVED: That the preceding Director Liability Limitation Amendment
be submitted for approval, as required by statute, to the shareholders of
the Company entitled to vote thereon at the 1990 Annual Meeting of
Shareholders.
RESOLVED: That the proper officers of the Company be, and each of
them hereby is, authorized, empowered and directed to cause an appropriate
discussion concerning said Director Liability Limitation Amendment to be
prepared and included as part of the proxy material for said Annual
Meeting.
RESOLVED: That the proper officers of the Company be, and each of
them hereby is, authorized and empowered to prepare, execute, and file all
such documents as they shall deem necessary or appropriate in order to
effectuate the foregoing amendment of the Charter of the Company, in
accordance with the provisions or intent of the foregoing resolutions.
-2-
<PAGE>
Exhibit 3(i)
Page 159 of 194
(FORM)
CONFIRMATION OF FILING
AND RECEIPT OF FEES
STATE OF CONNECTICUT
OFFICE OF THE SECRETARY OF THE STATE
30 TRINITY STREET, HARTFORD, CONNECTICUT 06106
---------------------------------------------------------------------------
Name of Corporation
CONNECTICUT NATURAL GAS CORPORATION
<TABLE>
<S> <C> <C>
---------------------------------------------------------------------------
Document Filed Filing Date Total Fees Paid
AMENDING CERTIFICATE OF INCORPORATION 20/JUN/1990 $70.00
---------------------------------------------------------------------------
</TABLE>
The information shown above pertains to documents filed in this office on
account of the corporation indicated. The filing date is the date endorsed
on the document pursuant to Section 33-285 or 33-422 of the Connecticut
General Statutes.
Any questions regarding the filing should be addressed to:
CORPORATIONS DIVISION, SECRETARY OF STATE'S OFFICE, 30 TRINITY STREET,
HARTFORD, CONNECTICUT 06106
(Mail Label)
MURTHA, CULLINA, RICHTER & PINNEY
DANA SHIMKUS
185 ASYLUM STREET
HARTFORD, CT 06103
<PAGE>
Exhibit 3(i)
Page 160 of 194
CERTIFICATE AMENDING OR RESTATING CERTIFICATE OF INCORPORATION
61-38 REV. 9/90 052903A003 10/02/91R#37010
Stock Corporation 052903A003 10/02/91R#37100
STATE OF CONNECTICUT
SECRETARY OF THE STATE
30 TRINITY STREET
HARTFORD, CT 06106
---------------------------------------------------------------------------
1. Name of Corporation (Please enter name within lines)
Connecticut Natural Gas Corporation
---------------------------------------------------------------------------
2. The Certificate of Incorporation is: (Check one)
| | A. Amended only, pursuant to Conn. Gen. Stat. section 33-360.
|X| B. Amended only, to cancel authorized shares (state number of shares
to be cancelled, the class, the series, if any, and the par value,
P.A. 90-107.)
| | C. Restated only, pursuant to Conn. Gen. Stat. section 33-362(a).
| | D. Amended and restated, pursuant to Conn. Gen. Stat. section 33-
362(c).
| | E. Restated and superseded pursuant to Conn. Gen. Stat. section 33-
362(d).
Set forth here the resolution of amendment and/or restatement. Use an 8
1/2 X 11 attached sheet if more space if needed. Conn. Gen. Stat. section
1-9.
(see attached)
Cerfification: Resolution of Amendment Attachment I
Statement of Authorized Shares Attachment II
(If 2A or 2B is checked, go to 5 & 6 to complete this certificate. If 2C
or 2D is
checked, complete 3A or 3B. If 2E is checked, complete 4.)
3. (Check one)
| | A. This certificate purports merely to restate but not to change
the provisions of the original Certificate of Incorporation as
supplemented and amended to date, and there is no discrepancy
between the provisions of the original Certificate of
Incorporation as supplemented and amended to date, and the
provisions of this Restated Certificate of Incorporation. (If
3A is checked, go to 5 & 6 to complete this certificate.).
| | B. This Restated Certificate of Incorporation shall give effect to
the amendment(s) and purports to restate all those provisions
now in effect not being amended by such amendment(s). (If 3B
is checked, check 4, if true, and go to 5 & 6 to complete this
Certificate.)
4. (Check, if true)
| | This restated Certificate of Incorporation was adopted by the
greatest vote which would have been required to amend any provision
of the Certificate of Incorporation as in effect before such vote and
supersedes such Certificate of Incorporation.
<PAGE>
Exhibit 3(i)
Page 161 of 194
5. The manner of adopting the resolution was as follows: (Check one A, or
B, or C)
| | A. By the board of directors and shareholders, pursuant to Conn.
Gen. Stat. section 33-360. Vote of Shareholders: (Check (i) or
(ii), and check (iii) if applicable.)
(i) | | No shares are required to be voted as a class; the
shareholder's vote was as follows:
Vote Required for Adoption ________ Vote Favoring Adoption ________
(ii) | | There are shares of more than one class entitled to vote
as a class. The designation of each class required for
adoption of the resolution and the vote of each class in
favor of adoption were as follows:
(Use an 8 1/2 X 11 attached sheet if more space is
needed. Conn. Gen. Stat. section 1-9.)
(iii) | | Check here if the corporation has 100 or more
recordholders, as defined in Conn. Gen. Stat. section 33-
311a(a).
|X| B. By the board of directors acting alone, pursuant to Conn. Gen.
Stat. section 33-360(b)(2) or 33-362(a).
The number of affirmative votes required to adopt such resolution is:
___9____
The number of directors's votes in favor of the resolution was:
_______13______
We hereby declare, under the penalties of false statement, that the
statements made in the foregoing certificate are true:
<TABLE>
<S> <C> <C> <C>
(Print or Type) Signature Print or Type Signature
---------------------------------------------------------------------------------------
Name of Pres. | | Name of Assn't Sec.|
Victor H. Frauenhofer |/s/ Victor H. Frauenhofer| Lynn C. Blackwell |/s/Lynn C.Blackwell
-------------------------------------------------------------------------------------------
</TABLE>
| | C. The corporation does not have any shareholders. The resolution
was adopted by vote of at least two-thirds of the incorporators
before the organization meeting of the corporation, and
approved in writing by all subscribers for shares of the
corporation. If there are no subscribers, state NONE below.
We (at least two-thirds of the incorporators) hereby declare, under the
penalties of false statement, that the statements made in the foregoing
certificate are true.
<TABLE>
<S> <C> <C>
-------------------------------------------------------------------------------------------
Signed Incorporator |Signed Incorporator |Signed Incorporator
-------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------
Signed Subscriber |Signed Subscriber |Signed Subscriber
-------------------------------------------------------------------------------------------
</TABLE>
(Use an 8 1/2 X 11 attached sheet if more space is needed. Conn. Gen.
Stat. section 1-9)
6. Dated at Hartford, Connecticut this 1st day of October, 1991
FILED Lynn Blackwell
STATE OF CONNECTICUT Connecticut Natural Gas Corporation
OCT 2 1991 P.O. Box 1500
Pauline R. Kezer Hartford, CT 06144-1500
SECRETARY OF THE STATE ----------------------------
By __10___Time 12P.M. Please provide filer's name and complete
address for mailing receipt
<PAGE>
Exhibit 3(i)
Page 162 of 194
Attachment I to Certificate
Amending Certificate of
Incorporation to Cancel Shares
pursuant to P.A. 90-107
CERTIFICATION
I, Lynn C. Blackwell, Assistant Secretary of Connecticut Natural Gas
Corporation, hereby certify that the Resolution set forth below is a full,
true and correct copy of a Resolution duly adopted by the Board of
Directors of Connecticut Natural Gas Corporation at a duly constituted
meeting on September 24, 1991, that said resolution appears in the minutes
of said meeting, and that the same has not been rescinded or modified and
is now in full force and effect.
RESOLVED: That the cancellation from time to time of those shares of the
Corporation's $3.125 Par Preferred Stock and shares of $100 Par
Serial Preferred Stock which were redeemed, repurchased or
otherwise reacquired by the Corporation on or before December
31, 1989 be and it hereby is approved, ratified and confirmed;
and that the filing from time to time by officers of the
Company of certificates for the cancellation of said shares
with the Office of the Secretary of State be and hereby is
approved, ratified and confirmed; and that the proper officers
of the Corporation be, and they hereby are, authorized and
directed to prepare and file with the Office of the Secretary
of the State an amendment to the certificate of incorporation
to reduce the authorized shares of the Corporation in
connection with such cancellations.
RESOLVED: That those shares of the Corporation;s $3.125 Par Preferred
Stock and $100 Par Serial Preferred Stock which have been
redeemed, repurchased or otherwise reacquired by the
Corporation after December 31, 1989 through December 31, 1990
be and they hereby are cancelled; and that the certificate of
incorporation of the Corporation be amended to reflect that the
total number of shares of the Corporation's $3.125 Par
Preferred Stock and $100 Par Serial Preferred Stock, after
giving effect to all cancellations of such shares, is as
follows:
$3.125 Par Preferred Stock - 937,443 shares
$100 Par Serial Preferred Stock - 9,999,867 shares
<PAGE>
Exhibit 3(i)
Page 163 of 194
CERTIFICATION
September 26, 1991
Page Two
and that the officers of the Corporation be and they hereby are
authorized to file with the Office of the Secretary of State a
certificate of amendment to the certificate of incorporation of
the Corporation reflecting that such redeemed, repurchased or
otherwise reacquired shares have been cancelled and indicating
the total number of shares which remain authorized to be issued
following such cancellation, as set forth above.
DATED this 26th day of September 1991,
__________________________________
Lynn C. Blackwell
Assistant Secretary
(SEAL)
<PAGE>
Exhibit 3(i)
Page 164 of 194
ATTACHMENT 2 TO CERTIFICATE
AMENDING CERTIFICATE OF
INCORPORATION
TO CANCEL SHARES PURSUANT
TO P.A. 90-107
CONNECTICUT NATURAL GAS CORPORATION
STATEMENT OF AUTHORIZED SHARES
I. NUMBER OF SHARES AUTHORIZED AFTER ALL CANCELLATION CERTIFICATES FILED
<TABLE>
<S> <C> <C> <C>
Class Series Par Authorized
________________________________________________________________
Preferred 8.00% $3.125 939,781
Preferred 6.00% $100 9,999,869
</TABLE>
*Number of Shares Authorized After Giving
Effect to All Cancellations Made Effective by
the Filing of One or More Certificates of
Cancellation Prior to the Effective Date of
P.A. 90-107:
II. AUTHORIZED SHARES CANCELLED
From December 31, 1989 through December 31, 1990
<TABLE>
<S> <C> <C> <C> <C>
Class Series Par Cancelled Authorized
________________________________________________________________
Preferred 8.00% $3.125 2,338 937,443
Preferred 6.00% $100 2 9,999,867
</TABLE>
<PAGE>
Exhibit 3(i)
Page 165 of 194
STATE OF CONNECTICUT )
) SS. HARTFORD
OFFICE OF THE SECRETARY OF THE STATE)
I hereby certify that this is a true copy of record in this Office
In Testimony whereof, I have hereunto set my hand and affixed the seal of
said State, at Hartford this 3rd day of October, A.D. 1991
Pauline R. Kezer
______________________
Secretary of the State
<PAGE>
Exhibit 3(i)
Page 166 of 194
CERTIFICATE AMENDING OR RESTATING CERTIFICATE OF INCORPORATION
61-38 REV. 9/90 052903A003 10/02/91R#37010
Stock Corporation 052903A003 10/02/91R#37100
STATE OF CONNECTICUT
SECRETARY OF THE STATE
30 TRINITY STREET
HARTFORD, CT 06106
---------------------------------------------------------------------------
1. Name of Corporation (Please enter name within lines)
Connecticut Natural Gas Corporation
---------------------------------------------------------------------------
2. The Certificate of Incorporation is: (Check one)
| | A. Amended only, pursuant to Conn. Gen. Stat. section 33-360.
|X| B. Amended only, to cancel authorized shares (state number of shares
to be cancelled, the class, the series, if any, and the par value,
P.A. 90-107.)
| | C. Restated only, pursuant to Conn. Gen. Stat. section 33-362(a).
| | D. Amended and restated, pursuant to Conn. Gen. Stat. section 33-
362(c).
| | E. Restated and superseded pursuant to Conn. Gen. Stat. section 33-
362(d).
Set forth here the resolution of amendment and/or restatement. Use
an 8 1/2 X 11 attached sheet if more space if needed. Conn. Gen.
Stat. section 1-9.
(SEE ATTACHED RESOLUTION)
(If 2A or 2B is checked, go to 5 & 6 to complete this certificate. If 2C
or 2D is checked, complete 3A or 3B. If 2E is checked, complete 4.)
3. (Check one)
| | A. This certificate purports merely to restate but not to change
the provisions of the original Certificate of Incorporation as
supplemented and amended to date, and there is no discrepancy
between the provisions of the original Certificate of
Incorporation as supplemented and amended to date, and the
provisions of this Restated Certificate of Incorporation. (If
3A is checked, go to 5 & 6 to complete this certificate.).
| | B. This Restated Certificate of Incorporation shall give effect to
the amendment(s) and purports to restate all those provisions
now in effect not being amended by such amendment(s). (If 3B
is checked, check 4, if true, and go to 5 & 6 to complete this
Certificate.)
4. (Check, if true)
| | This restated Certificate of Incorporation was adopted by the
greatest vote which would have been required to amend any provision
of the Certificate of Incorporation as in effect before such vote and
supersedes such Certificate of Incorporation.
<PAGE>
Exhibit 3(i)
Page 167 of 194
5. The manner of adopting the resolution was as follows: (Check one A, or
B, or C)
| | A. By the board of directors and shareholders, pursuant to Conn.
Gen. Stat. section 33-360. Vote of Shareholders: (Check (i) or
(ii), and check (iii) if applicable.)
(i) | | No shares are required to be voted as a class; the
shareholder's vote was as follows:
Vote Required for Adoption ________ Vote Favoring Adoption ________
(ii) | | There are shares of more than one class entitled to vote
as a class. The designation of each class required for
adoption of the resolution and the vote of each class in
favor of adoption were as follows:
(Use an 8 1/2 X 11 attached sheet if more space is
needed. Conn. Gen. Stat. section 1-9.)
(iii) | | Check here if the corporation has 100 or more
recordholders, as defined in Conn. Gen. Stat. section 33-
311a(a).
|X| B. By the board of directors acting alone, pursuant to Conn. Gen.
Stat. section 33-360(b)(2) or 33-362(a).
The number of affirmative votes required to adopt such resolution is:
___9____
The number of directors's votes in favor of the resolution was:
_______13______
We hereby declare, under the penalties of false statement, that the
statements made in the foregoing certificate are true:
<TABLE>
<S> <C> <C> <C>
(Print or Type) Signature Print or Type Signature
---------------------------------------------------------------------------------------
Name of V. Pres. | | Name of Assn't Sec.|
Reginald L. Babcock |/s/ R. L. Babcock | Lynn C. Blackwell |/s/Lynn C.Blackwell
-------------------------------------------------------------------------------------------
</TABLE>
| | C. The corporation does not have any shareholders. The resolution
was adopted by vote of at least two-thirds of the incorporators
before the organization meeting of the corporation, and
approved in writing by all subscribers for shares of the
corporation. If there are no subscribers, state NONE below.
We (at least two-thirds of the incorporators) hereby declare, under the
penalties of false statement, that the statements made in the foregoing
certificate are true.
<TABLE>
<S> <C> <C>
-------------------------------------------------------------------------------------------
Signed Incorporator |Signed Incorporator |Signed Incorporator
-------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------
Signed Subscriber |Signed Subscriber |Signed Subscriber
-------------------------------------------------------------------------------------------
</TABLE>
(Use an 8 1/2 X 11 attached sheet if more space is needed. Conn. Gen.
Stat. section 1-9)
6. Dated at Hartford, Connecticut this 26th day of November, 1991
FILED Lynn C. Blackwell
STATE OF CONNECTICUT Connecticut Natural Gas Corporation
NOV 27 1991 P.O. Box 1500
Pauline R. Kezer Hartford, CT 06144-1500
SECRETARY OF THE STATE ----------------------------
Please provide filer's name and complete
address for mailing receipt
<PAGE>
<PAGE>
Exhibit 3(i)
Page 168 of 194
CERTIFICATION
I, Lynn C. Blackwell, Assistant Secretary of Connecticut Natural Gas
Corporation, hereby certify that the Resolution set forth below is a full,
true and correct copy of a Resolution duly adopted by the Board of
Directors of Connecticut Natural Gas Corporation at a duly constituted
meeting on November 26, 1991, that said resolution appears in the minutes
of said meeting, and that the same has not been rescinded or modified and
is now in full force and effect.
PREFERRED STOCK
---------------
RESOLVED: That those shares of the Corporation's $3.125 Par Preferred
Stock and $100 Par Serial Preferred Stock which have been
redeemed, repurchased or otherwise reacquired by the
Corporation after December 31, 1990 through September 30, 1991
be and they hereby are cancelled; and that the certificate of
incorporation of the Corporation be amended to reflect that the
total number of shares of the Corporation's $3.125 Par
Preferred Stock and $100 Par Serial Preferred Stock, after
giving effect to all cancellations of such shares, is as
follows:
<TABLE>
<S> <C> <C> <C> <C>
Class Series Par Cancelled Authorized
-------- -------- ------- --------- ------------
Preferred 8.00 % $3.125 900 936,543
Preferred 6.00 % $100 65 9,999,802
</TABLE>
and that the officers of the Corporation be and they hereby are authorized
to file with the Office of the Secretary of State a certificate of
amendment to the certificate of incorporation of the Corporation reflecting
that such redeemed, repurchased or otherwise reacquired shares have been
cancelled and indicating the total number of shares which remain authorized
to be issued following such cancellation, as set forth above.
DATED this 26th day of November 1991,
__________________________________
Lynn C. Blackwell
Assistant Secretary
(SEAL)
<PAGE>
Exhibit 3(i)
Page 169 of 194
STATE OF CONNECTICUT )
) SS. HARTFORD
OFFICE OF THE SECRETARY OF THE STATE)
I hereby certify that this is a true copy of record in this Office
In Testimony whereof, I have hereunto set my hand and affixed the seal of
said State, at Hartford this 29th day of November, A.D. 1991
Pauline R. Kezer
______________________
Secretary of the State
<PAGE>
Exhibit 3(i)
Page 170 of 194
CERTIFICATE AMENDING OR RESTATING CERTIFICATE OF INCORPORATION
61-38 REV. 9/90 206461A004 10/30/92R#37010 75.00
Stock Corporation 206461A004 10/30/92R#37100 50.00
STATE OF CONNECTICUT
SECRETARY OF THE STATE
30 TRINITY STREET
HARTFORD, CT 06106
---------------------------------------------------------------------------
1. Name of Corporation (Please enter name within lines)
Connecticut Natural Gas Corporation
---------------------------------------------------------------------------
2. The Certificate of Incorporation is: (Check one)
| | A. Amended only, pursuant to Conn. Gen. Stat. section 33-360.
|X| B. Amended only, to cancel authorized shares (state number of shares
to be cancelled, the class, the series, if any, and the par value,
P.A. 90-107.)
| | C. Restated only, pursuant to Conn. Gen. Stat. section 33-362(a).
| | D. Amended and restated, pursuant to Conn. Gen. Stat. section 33-
362(c).
| | E. Restated and superseded pursuant to Conn. Gen. Stat. section 33-
362(d).
Set forth here the resolution of amendment and/or restatement. Use an 8
1/2 X 11 attached sheet if more space if needed. Conn. Gen. Stat. section
1-9.
See Attached Resolution.
(SEAL OF THE STATE OF CONNECTICUT)
(If 2A or 2B is checked, go to 5 & 6 to complete this certificate. If 2C
or 2D is checked, complete 3A or 3B. If 2E is checked, complete 4.)
3. (Check one)
| | A. This certificate purports merely to restate but not to change the
provisions of the original Certificate of Incorporation as
supplemented and amended to date, and there is no discrepancy
between the provisions of the original Certificate of Incorporation
as supplemented and amended to date, and the provisions of this
Restated Certificate of Incorporation. (If 3A is checked, go to 5 &
6 to complete this certificate.).
| | B. This Restated Certificate of Incorporation shall give effect to the
amendment(s) and purports to restate all those provisions now in
effect not being amended by such amendment(s). (If 3B is checked,
check 4, if true, and go to 5 & 6 to complete this Certificate.)
4. (Check, if true)
| | This restated Certificate of Incorporation was adopted by the
greatest vote which would have been required to amend any provision
of the Certificate of Incorporation as in effect before such vote and
supersedes such Certificate of Incorporation.
<PAGE>
Exhibit 3(i)
Page 171 of 194
5. The manner of adopting the resolution was as follows: (Check one A, or
B, or C)
---
| | A. By the board of directors and shareholders, pursuant to Conn. Gen.
Stat. section 33-360. Vote of Shareholders: (Check (i) or (ii), and
check (iii) if applicable.)
(i) | | No shares are required to be voted as a class; the
shareholder's vote was as follows:
Vote Required for Adoption ________ Vote Favoring Adoption ________
(ii) | | There are shares of more than one class entitled to vote
as a class. The designation of each class required for
adoption of the resolution and the vote of each class in
favor of adoption were as follows:
(Use an 8 1/2 X 11 attached sheet if more space is
needed. Conn. Gen. Stat. section 1-9.)
(iii) | | Check here if the corporation has 100 or more
recordholders, as defined in Conn. Gen. Stat. section 33-
311a(a).
|X| B. By the board of directors acting alone, pursuant to Conn. Gen. Stat.
section 33-360(b)(2) or 33-362(a).
The number of affirmative votes required to adopt such resolution is:
___8____
The number of directors' votes in favor of the resolution was:
_______10______
We hereby declare, under the penalties of false statement, that the
statements made in the foregoing certificate are true:
<TABLE>
<S> <C> <C> <C>
(Print or Type) Signature (Print or Type) Signature
-------------------------------------------------------------------------------------------
Name of V. Pres. | | Name of Assn't Sec. |
Reginald L. Babcock | /s/ R. L. Babcock | Lynn C. Blackwell |/s/Lynn C. Blackwell
-------------------------------------------------------------------------------------------
</TABLE>
| | C. The corporation does not have any shareholders. The resolution was
adopted by vote of at least two-thirds of the incorporators before
the organization meeting of the corporation, and approved in writing
by all subscribers for shares of the corporation. If there are no
subscribers, state NONE below.
----
We (at least two-thirds of the incorporators) hereby declare, under the
penalties of false statement, that the statements made in the foregoing
certificate are true.
<TABLE>
<S> <C> <C>
-------------------------------------------------------------------------------------------
Signed Incorporator |Signed Incorporator |Signed Incorporator
-------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------
Signed Subscriber |Signed Subscriber |Signed Subscriber
-------------------------------------------------------------------------------------------
</TABLE>
(Use an 8 1/2 X 11 attached sheet if more space is needed. Conn. Gen.
Stat. section 1-9)
6. Dated at Hartford, Connecticut this 29th day of October, 1992
FILED Lynn C. Blackwell, Esq.
STATE OF CONNECTICUT Connecticut Natural Gas Corporation
OCT 30 1992 P.O. Box 1500
Pauline R. Kezer Hartford, CT 06144-1500
SECRETARY OF THE STATE ----------------------------
By __10___Time _3_P.M. Please provide filer's name and complete
address for mailing receipt<PAGE>
Exhibit 3(i)
Page 172 of 194
CONFIRMATION OF FILING STATE OF CONNECTICUT
AND RECEIPT OF FEES Office of the Secretary of the State
61-304 REV. 2/89 Commercial Recording Division
30 TRINITY STREET, HARTFORD, CONNECTICUT 06106
---------------------------------------------------------------------------
---------------------------------------------------------------------------
NAME OF CORPORATION
CONNECTICUT NATURAL GAS CORPORATION
<TABLE>
<S> <C>
---------------------------------------------------------------------------
DOCUMENT FILED | FILING DATE |
TOTAL FEES PAID
---------------------------------------------------------------------------
AMEND CERTIFICATE OF INCORPORATION | 30/OCT/1992 |
$125.00
---------------------------------------------------------------------------
</TABLE>
The information shown above pertains to documents filed in this office on
account of the corporation indicated. The filing date endorsed on the
document pursuant to Section 33-285 or 33-422 of the Connecticut General
Statutes. Any questions regarding this filing should be addressed to :
THE ABOVE ADDRESS
_ _
| |
LYNN C BLACKWELL ESQ
CT NATURAL GAS CORP
PO BOX 1500
HARTFORD CT 06144
|_ _|
<PAGE>
Exhibit 3(i)
Page 173 of 194
CERTIFICATION
I, Lynn C. Blackwell, Assistant Secretary of Connecticut Natural Gas
Corporation, hereby certify that the Resolution set forth below is a full,
true and correct copy of a Resolution duly adopted by the Board of
Directors of Connecticut Natural Gas Corporation at a duly constituted
meeting on October 27, 1992, that said resolution appears in the minutes of
said meeting, and that the same has not been rescinded or modified and is
now in full force and effect.
PREFERRED STOCK
---------------
RESOLVED: That those shares of the Corporation's $3.125 Par Preferred
Stock and $100 Par Serial Preferred Stock which have been
redeemed, repurchased or otherwise reacquired by the Corporation
after September 30, 1991 through September 30, 1992 be and they
hereby are cancelled; and that the certificate of incorporation
of the Corporation be amended to reflect that the total number
of shares of the Corporation's $3.125 Par Preferred Stock and
$100 Par Serial Preferred Stock, after giving effect to all
cancellations of such shares, is as follows:
<TABLE>
<S> <C> <C> <C> <C>
Class Series Par Cancelled Authorized
----- ------ --- --------- ----------
Preferred 8.00% $3.125 2,804 933,739
Preferred 6.00% $100 158 9,999,644
</TABLE>
(SEAL OF THE STATE OF CONNECTICUT)
and that the officers of the corporation be and they hereby are
authorized to file with the Office of the Secretary of State a
certificate of amendment to the certificate of incorporation of
the Corporation reflecting that such redeemed, repurchased or
otherwise reacquired shares have been cancelled and indicating
the total number of shares which remain authorized to be issued
following such cancellation, as set forth above.
DATED this 29th day of October, 1992,
/s/Lynn C. Blackwell
---------------------------------
Lynn C. Blackwell
Assistant Secretary
<PAGE>
Exhibit 3(i)
Page 174 of 194
STATE OF CONNECTICUT )
) SS. HARTFORD
OFFICE OF THE SECRETARY OF THE STATE)
I hereby certify that this is a true copy of record
in this Office
In Testimony whereof, I have hereunto set my hand,
and affixed the Seal of said State, at Hartford,
this 2nd day of Nov A.D. 1992
Pauline R. Kezer
---------------------------------
SECRETARY OF THE STATE
<PAGE>
Exhibit 3(i)
Page 175 of 194
CERTIFICATE AMENDING OR RESTATING CERTIFICATE OF INCORPORATION
61-38 REV. 9/90 160330A002 10/27/93R#37010 75.00
Stock Corporation 160330A002 10/27/93R#37100 50.00
STATE OF CONNECTICUT
SECRETARY OF THE STATE
30 TRINITY STREET
HARTFORD, CT 06106
---------------------------------------------------------------------------
1. Name of Corporation (Please enter name within lines)
Connecticut Natural Gas Corporation
---------------------------------------------------------------------------
2. The Certificate of Incorporation is: (Check one)
| | A. Amended only, pursuant to Conn. Gen. Stat. section 33-360.
|X| B. Amended only, to cancel authorized shares (state number of shares
to be cancelled, the class, the series, if any, and the par value,
P.A. 90-107.)
| | C. Restated only, pursuant to Conn. Gen. Stat. section 33-362(a).
| | D. Amended and restated, pursuant to Conn. Gen. Stat. section 33-
362(c).
| | E. Restated and superseded pursuant to Conn. Gen. Stat. section 33-
362(d).
Set forth here the resolution of amendment and/or restatement. Use an 8
1/2 X 11 attached sheet if more space if needed. Conn. Gen. Stat. section
1-9.
See Attached Resolution.
(SEAL OF THE STATE OF CONNECTICUT)
(If 2A or 2B is checked, go to 5 & 6 to complete this certificate. If 2C
or 2D is checked, complete 3A or 3B. If 2E is checked, complete 4.)
3. (Check one)
| | A. This certificate purports merely to restate but not to change the
provisions of the original Certificate of Incorporation as
supplemented and amended to date, and there is no discrepancy
between the provisions of the original Certificate of Incorporation
as supplemented and amended to date, and the provisions of this
Restated Certificate of Incorporation. (If 3A is checked, go to 5 &
6 to complete this certificate.).
| | B. This Restated Certificate of Incorporation shall give effect to the
amendment(s) and purports to restate all those provisions now in
effect not being amended by such amendment(s). (If 3B is checked,
check 4, if true, and go to 5 & 6 to complete this Certificate.)
4. (Check, if true)
| | This restated Certificate of Incorporation was adopted by the
greatest vote which would have been required to amend any provision
of the Certificate of Incorporation as in effect before such vote and
supersedes such Certificate of Incorporation.
<PAGE>
Exhibit 3(i)
Page 176 of 194
5. The manner of adopting the resolution was as follows: (Check one A, or
B, or C)
---
| | A. By the board of directors and shareholders, pursuant to Conn. Gen.
Stat. section 33-360. Vote of Shareholders: (Check (i) or (ii), and
check (iii) if applicable.)
(i) | | No shares are required to be voted as a class; the
shareholder's vote was as follows:
Vote Required for Adoption ________ Vote Favoring Adoption ________
(ii) | | There are shares of more than one class entitled to vote
as a class. The designation of each class required for
adoption of the resolution and the vote of each class in
favor of adoption were as follows:
(Use an 8 1/2 X 11 attached sheet if more space is
needed. Conn. Gen. Stat. section 1-9.)
(iii) | | Check here if the corporation has 100 or more
recordholders, as defined in Conn. Gen. Stat. section 33-
311a(a).
|X| B. By the board of directors acting alone, pursuant to Conn. Gen. Stat.
section 33-360(b)(2) or 33-362(a).
The number of affirmative votes required to adopt such resolution is:
___8____
The number of directors' votes in favor of the resolution was:
_______12______
We hereby declare, under the penalties of false statement, that the
statements made in the foregoing certificate are true:
<TABLE>
<S> <C> <C> <C>
(Print or Type) Signature (Print or Type) Signature
-------------------------------------------------------------------------------------------
Name of V. Pres. | | Name of Assn't Sec. |
Reginald L. Babcock | /s/ R. L. Babcock | Lynn C. Blackwell |/s/Lynn C. Blackwell
-------------------------------------------------------------------------------------------
</TABLE>
| | C. The corporation does not have any shareholders. The resolution was
adopted by vote of at least two-thirds of the incorporators before
the organization meeting of the corporation, and approved in writing
by all subscribers for shares of the corporation. If there are no
subscribers, state NONE below.
----
We (at least two-thirds of the incorporators) hereby declare, under the
penalties of false statement, that the statements made in the foregoing
certificate are true.
<TABLE>
<S> <C> <C>
-------------------------------------------------------------------------------------------
Signed Incorporator |Signed Incorporator |Signed Incorporator
-------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------
Signed Subscriber |Signed Subscriber |Signed Subscriber
-------------------------------------------------------------------------------------------
</TABLE>
(Use an 8 1/2 X 11 attached sheet if more space is needed. Conn. Gen.
Stat. section 1-9)
6. Dated at Hartford, Connecticut this 27th day of October, 1993
FILED Lynn C. Blackwell, Esq.
STATE OF CONNECTICUT FF 50 Connecticut Natural Gas Corporation
OCT 27 1993 1cc 25 P.O. Box 1500
Pauline R. Kezer Exp 50 Hartford, CT 06144-1500
SECRETARY OF THE STATE ------ ----------------------------
By _M.S.__Time _3_P.M. $125.00 Please provide filer's name and complete
address for mailing receipt
<PAGE>
Exhibit 3(i)
Page 177 of 194
CERTIFICATION
I, Lynn C. Blackwell, Assistant Secretary of Connecticut Natural Gas
Corporation, hereby certify that the Resolution set forth below is a full,
true and correct copy of a Resolution duly adopted by the Board of
Directors of Connecticut Natural Gas Corporation at a duly constituted
meeting on October 26, 1993, that said resolution appears in the minutes of
said meeting, and that the same has not been rescinded or modified and is
now in full force and effect.
PREFERRED STOCK
---------------
RESOLVED: That those shares of the Corporation's $3.125 Par
Preferred Stock and $100 Par Serial Preferred Stock which
have been redeemed, repurchased or otherwise reacquired
by the Corporation after September 30, 1992 through
September 30, 1993 be and they hereby are cancelled; and
that the certificate of incorporation of the Corporation
be amended to reflect that the total number of shares of
the Corporation's $3.125 Par Preferred Stock and $100 Par
Serial Preferred Stock, after giving effect to all
cancellations of such shares, is as follows:
<TABLE>
<S> <C> <C> <C> <C>
Class Series Par Cancelled Authorized
----- ------ --- --------- ----------
Preferred 8.00% $3.125 6,052 927,687
Preferred 6.00% $100 -0- 9,999,644
</TABLE>
(SEAL OF THE STATE OF CONNECTICUT)
and that the officers of the corporation be and they hereby are
authorized to file with the Office of the Secretary of State a
certificate of amendment to the certificate of incorporation of the
Corporation reflecting that such redeemed, repurchased or otherwise
reacquired shares have been cancelled and indicating the total number
of shares which remain authorized to be issued following such
cancellation, as set forth above.
DATED this 27th day of October, 1993,
/s/Lynn C. Blackwell
---------------------------------
Lynn C. Blackwell
Assistant Secretary
(SEAL)
<PAGE>
Exhibit 3(i)
Page 178 of 194
STATE OF CONNECTICUT )
) SS. HARTFORD
OFFICE OF THE SECRETARY OF THE STATE)
I hereby certify that this is a true copy of record
in this Office
In Testimony whereof, I have hereunto set my hand,
and affixed the Seal of said State, at Hartford,
this 28th day of October A.D. 1993
Pauline R. Kezer
---------------------------------
SECRETARY OF THE STATE
<PAGE>
Exhibit 3(i)
Page 179 of 194
CONFIRMATION OF FILING STATE OF CONNECTICUT
AND RECEIPT OF FEES Office of the Secretary of the State
61-304 REV. 2/89 Commercial Recording Division
30 TRINITY STREET, HARTFORD, CONNECTICUT 06106
---------------------------------------------------------------------------
NAME OF CORPORATION
CONNECTICUT NATURAL GAS CORPORATION
<TABLE>
<S> <C> <C>
---------------------------------------------------------------------------
DOCUMENT FILED | FILING DATE | TOTAL FEES PAID
---------------------------------------------------------------------------
SHARES AMENDMENTS | 27/OCT/1993 | $125.00
---------------------------------------------------------------------------
</TABLE>
The information shown above pertains to documents filed in this office on
account of the corporation indicated. The filing date endorsed on the
document pursuant to Section 33-285 or 33-422 of the Connecticut General
Statutes. Any questions regarding this filing should be addressed to :
THE ABOVE ADDRESS
_ _
| |
LYNN C BLACKWELL ESQ
CT NATURAL GAS CORP
PO BOX 1500
HARTFORD CT 06144
|_ _|
<PAGE>
Exhibit 3(i)
Page 180 of 194
CERTIFICATE AMENDING OR RESTATING CERTIFICATE OF INCORPORATION
61-38 REV. 9/90
Stock Corporation
STATE OF CONNECTICUT
SECRETARY OF THE STATE
30 TRINITY STREET
HARTFORD, CT 06106
---------------------------------------------------------------------------
1. Name of Corporation (Please enter name within lines)
CONNECTICUT NATURAL GAS CORPORATION
---------------------------------------------------------------------------
2. The Certificate of Incorporation is: (Check one)
| | A. Amended only, pursuant to Conn. Gen. Stat. section 33-360.
|X| B. Amended only, to cancel authorized shares (state number of shares
to be cancelled, the class, the series, if any, and the par value,
P.A. 90-107.)
| | C. Restated only, pursuant to Conn. Gen. Stat. section 33-362(a).
| | D. Amended and restated, pursuant to Conn. Gen. Stat. section 33-
362(c).
| | E. Restated and superseded pursuant to Conn. Gen. Stat. section 33-
362(d).
Set forth here the resolution of amendment and/or restatement. Use an 8
1/2 X 11 attached sheet if more space if needed. Conn. Gen. Stat. section
1-9.
See Attached
(SEAL OF THE STATE OF CONNECTICUT)
(If 2A or 2B is checked, go to 5 & 6 to complete this certificate. If 2C
or 2D is checked, complete 3A or 3B. If 2E is checked, complete 4.)
3. (Check one)
| | A. This certificate purports merely to restate but not to change the
provisions of the original Certificate of Incorporation as
supplemented and amended to date, and there is no discrepancy
between the provisions of the original Certificate of Incorporation
as supplemented and amended to date, and the provisions of this
Restated Certificate of Incorporation. (If 3A is checked, go to 5 &
6 to complete this certificate.).
| | B. This Restated Certificate of Incorporation shall give effect to the
amendment(s) and purports to restate all those provisions now in
effect not being amended by such amendment(s). (If 3B is checked,
check 4, if true, and go to 5 & 6 to complete this Certificate.)
4. (Check, if true)
| | This restated Certificate of Incorporation was adopted by the
greatest vote which would have been required to amend any provision
of the Certificate of Incorporation as in effect before such vote and
supersedes such Certificate of Incorporation.
<PAGE>
Exhibit 3(i)
Page 181 of 194
5. The manner of adopting the resolution was as follows: (Check one A, or
B, or C)
---
| | A. By the board of directors and shareholders, pursuant to Conn. Gen.
Stat. section 33-360. Vote of Shareholders: (Check (i) or (ii), and
check (iii) if applicable.)
(i) | | No shares are required to be voted as a class; the
shareholder's vote was as follows:
Vote Required for Adoption ________ Vote Favoring Adoption ________
(ii) | | There are shares of more than one class entitled to vote
as a class. The designation of each class required for
adoption of the resolution and the vote of each class in
favor of adoption were as follows:
(Use an 8 1/2 X 11 attached sheet if more space is
needed. Conn. Gen. Stat. section 1-9.)
(iii) | | Check here if the corporation has 100 or more
recordholders, as defined in Conn. Gen. Stat. section 33-
311a(a).
|X| B. By the board of directors acting alone, pursuant to Conn. Gen. Stat.
section 33-360(b)(2) or 33-362(a).
The number of affirmative votes required to adopt such resolution is:
___8____
The number of directors' votes in favor of the resolution was:
_______11______
We hereby declare, under the penalties of false statement, that the
statements made in the foregoing certificate are true:
<TABLE>
<S> <C> <C> <C>
(Print or Type) Signature (Print or Type) Signature
-------------------------------------------------------------------------------------------
Name of V. Pres. | | Name of Assn't Sec. |
Reginald L. Babcock | /s/ R. L. Babcock | Lynn C. Blackwell |/s/Lynn C. Blackwell
-------------------------------------------------------------------------------------------
</TABLE>
| | C. The corporation does not have any shareholders. The resolution was
adopted by vote of at least two-thirds of the incorporators before
the organization meeting of the corporation, and approved in writing
by all subscribers for shares of the corporation. If there are no
subscribers, state NONE below.
----
We (at least two-thirds of the incorporators) hereby declare, under the
penalties of false statement, that the statements made in the foregoing
certificate are true.
<TABLE>
<S> <C> <C>
-------------------------------------------------------------------------------------------
Signed Incorporator |Signed Incorporator |Signed Incorporator
-------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------
Signed Subscriber |Signed Subscriber |Signed Subscriber
-------------------------------------------------------------------------------------------
</TABLE>
(Use an 8 1/2 X 11 attached sheet if more space is needed. Conn. Gen.
Stat. section 1-9)
6. Dated at Hartford, Connecticut this 4th day of November, 1994
FILED LYNN C. BLACKWELL
STATE OF CONNECTICUT 25 cc CONNECTICUT NATURAL GAS CORPORATION
NOV 14 1994 50 FF P.O. BOX 1500
Pauline R. Kezer 50 EXP HARTFORD, CT 06144-1500
SECRETARY OF THE STATE ------ ----------------------------
By SML__Time _9_A.M. $125.00 Please provide filer's name and complete
address for mailing receipt
<PAGE>
Exhibit 3(i)
Page 182 of 194
CERTIFICATION
I, Reginald L. Babcock, Secretary of Connecticut Natural Gas Corporation,
hereby certify that the Resolution set forth below is a full, true and
correct copy of a Resolution duly adopted by the Board of Directors of
Connecticut Natural Gas Corporation at a duty constituted meeting on
October 25, 1994, that said Resolution appears in the minutes of said
meeting, and that the same has not rescinded or modified and is now in full
force and effect.
PREFERRED STOCK
---------------
RESOLVED: That those shares of the Corporation's $3.125 Par
Preferred Stock and $100 Par Serial Preferred Stock which
have been redeemed, repurchased or otherwise reacquired
by the Corporation after September 30, 1993 through
September 30, 1994 be and they hereby are cancelled; and
that the certificate of incorporation of the Corporation
be amended to reflect that the total number of shares of
the Corporation's $3.125 Par Preferred Stock and $100 Par
Serial Preferred Stock, after giving effect to all
cancellations of such shares, is as follows:
<TABLE>
<S> <C> <C> <C> <C>
Class Series Par Cancelled Authorized
----- ------ --- --------- ----------
Preferred 8.00% $3.125 10,735 916,952
Preferred 6.00% $100 9 9,999,635
</TABLE>
and that the officers of the corporation be and they hereby are
authorized to file with the Office of the Secretary of State a
certificate of amendment to the certificate of incorporation of the
Corporation reflecting that such redeemed, repurchased or otherwise
reacquired shares have been cancelled and indicating the total number
of shares which remain authorized to be issued following such
cancellation, as set forth above.
DATED this 25th day of October, 1994,
(SEAL OF STATE OF CONNECTICUT)
/s/Reginald L. Babcock
---------------------------------
Reginald L. Babcock
Secretary
(SEAL)
(CNG SEAL)
<PAGE>
Exhibit 3(i)
Page 183 of 194
(Back side of Certification)
STATE OF CONNECTICUT )
) SS. HARTFORD
OFFICE OF THE SECRETARY OF THE STATE)
I hereby certify that this is a true copy of record
in this Office
In Testimony whereof, I have hereunto set my hand,
and affixed the Seal of said State, at Hartford,
this 14th day of November A.D. 1994
Pauline R. Kezer
---------------------------------
SECRETARY OF THE STATE
<PAGE>
Exhibit 3(i)
Page 184 of 194
CONFIRMATION OF FILING STATE OF CONNECTICUT
AND RECEIPT OF FEES Office of the Secretary of the State
61-304 REV. 2/89 Commercial Recording Division
30 TRINITY STREET, HARTFORD, CONNECTICUT 06106
---------------------------------------------------------------------------
NAME OF CORPORATION
CONNECTICUT NATURAL GAS CORPORATION
<TABLE>
<S> <S> <S>
---------------------------------------------------------------------------
DOCUMENT FILED | FILING DATE | TOTAL FEES PAID
---------------------------------------------------------------------------
SHARES AMENDMENTS | 14/NOV/1994 | $125.00
---------------------------------------------------------------------------
</TABLE>
The information shown above pertains to documents filed in this office on
account of the corporation indicated. The filing date endorsed on the
document pursuant to Section 33-285 or 33-422 of the Connecticut General
Statutes. Any questions regarding this filing should be addressed to :
THE ABOVE ADDRESS
_ _
| |
LYNN C BLACKWELL ESQ
CT NATURAL GAS CORP
PO BOX 1500
HARTFORD CT 06144
|_ _|
<PAGE>
Exhibit 3(i)
Page 185 of 194
FILING #0001569474 PG 01 OF 03 VOL B-00036
FILED 11/06/1995 12:31 PM PAGE 01916
SECRETARY OF THE STATE
CONNECTICUT SECRETARY OF THE STATE
CERTIFICATE AMENDING OR RESTATING CERTIFICATE OF INCORPORATION
61-38 REV. 9/90
Stock Corporation
STATE OF CONNECTICUT
SECRETARY OF THE STATE
30 TRINITY STREET
HARTFORD, CT 06106
---------------------------------------------------------------------------
1. Name of Corporation (Please enter name within lines)
Connecticut Natural Gas Corporation
---------------------------------------------------------------------------
2. The Certificate of Incorporation is: (Check one)
| | A. Amended only, pursuant to Conn. Gen. Stat. section 33-360.
|X| B. Amended only, to cancel authorized shares (state number of shares
to be cancelled, the class, the series, if any, and the par value,
P.A. 90-107.)
| | C. Restated only, pursuant to Conn. Gen. Stat. section 33-362(a).
| | D. Amended and restated, pursuant to Conn. Gen. Stat. section 33-
362(c).
| | E. Restated and superseded pursuant to Conn. Gen. Stat. section 33-
362(d).
Set forth here the resolution of amendment and/or restatement. Use an 8
1/2 X 11 attached sheet if more space if needed. Conn. Gen. Stat. section
1-9.
SEE ATTACHED RESOLUTION
(SEAL OF THE STATE OF CONNECTICUT)
(If 2A or 2B is checked, go to 5 & 6 to complete this certificate. If 2C
or 2D is checked, complete 3A or 3B. If 2E is checked, complete 4.)
3. (Check one)
| | A. This certificate purports merely to restate but not to change the
provisions of the original Certificate of Incorporation as
supplemented and amended to date, and there is no discrepancy
between the provisions of the original Certificate of Incorporation
as supplemented and amended to date, and the provisions of this
Restated Certificate of Incorporation. (If 3A is checked, go to 5 &
6 to complete this certificate.).
| | B. This Restated Certificate of Incorporation shall give effect to the
amendment(s) and purports to restate all those provisions now in
effect not being amended by such amendment(s). (If 3B is checked,
check 4, if true, and go to 5 & 6 to complete this Certificate.)
4. (Check, if true)
| | This restated Certificate of Incorporation was adopted by the
greatest vote which would have been required to amend any provision
of the Certificate of Incorporation as in effect before such vote and
supersedes such Certificate of Incorporation.<PAGE>
<PAGE>
Exhibit 3(i)
Page 186 of 194
FILING #0001569474 PG 02 OF 03 VOL B-00036
FILED 11/06/1995 12:31 PM PAGE 01917
SECRETARY OF THE STATE
CONNECTICUT SECRETARY OF THE STATE
5. The manner of adopting the resolution was as follows: (Check one A, or
B, or C)
---
| | A. By the board of directors and shareholders, pursuant to Conn. Gen.
Stat. section 33-360. Vote of Shareholders: (Check (i) or (ii), and
check (iii) if applicable.)
(i) | | No shares are required to be voted as a class; the
shareholder's vote was as follows:
Vote Required for Adoption ________ Vote Favoring Adoption ________
(ii) | | There are shares of more than one class entitled to vote
as a class. The designation of each class required for
adoption of the resolution and the vote of each class in
favor of adoption were as follows:
(Use an 8 1/2 X 11 attached sheet if more space is
needed. Conn. Gen. Stat. section 1-9.)
(iii) | | Check here if the corporation has 100 or more
recordholders, as defined in Conn. Gen. Stat. section 33-
311a(a).
|X| B. By the board of directors acting alone, pursuant to Conn. Gen. Stat.
section 33-360(b)(2) or 33-362(a).
The number of affirmative votes required to adopt such resolution is: _8_
The number of directors' votes in favor of the resolution was: _10_
We hereby declare, under the penalties of false statement, that the
statements made in the foregoing certificate are true:
<TABLE>
<S> <C> <C> <C>
(Print or Type) Signature (Print or Type) Signature
-------------------------------------------------------------------------------------------
Name of V. Pres. | | Name of Assn't Sec. |
Reginald L. Babcock | /s/ R. L. Babcock | Lynn C. Blackwell |/s/Lynn C. Blackwell
-------------------------------------------------------------------------------------------
</TABLE>
| | C. The corporation does not have any shareholders. The resolution was
adopted by vote of at least two-thirds of the incorporators before
the organization meeting of the corporation, and approved in writing
by all subscribers for shares of the corporation. If there are no
subscribers, state NONE below.
----
We (at least two-thirds of the incorporators) hereby declare, under the
penalties of false statement, that the statements made in the foregoing
certificate are true.
<TABLE>
<S> <S> <C>
-------------------------------------------------------------------------------------------
Signed Incorporator |Signed Incorporator |Signed Incorporator
-------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------
Signed Subscriber |Signed Subscriber |Signed Subscriber
-------------------------------------------------------------------------------------------
/TABLE
<PAGE>
(Use an 8 1/2 X 11 attached sheet if more space is needed. Conn. Gen.
Stat. section 1-9)
6. Dated at _____________________ this _______ day of __________, 19___
Connecticut Natural Gas Corporation
c/o Claudia J. Triggs
P.O. Box 1500
Hartford, CT 06144-1500
----------------------------
Please provide filer's name and complete
address for mailing receipt <PAGE>
Exhibit 3(i)
Page 187 of 194
FILING #0001569474 PG 03 OF 03 VOL B-00036
FILED 11/06/1995 12:31 PM PAGE 01918
SECRETARY OF THE STATE
CONNECTICUT SECRETARY OF THE STATE
CERTIFICATION
I, Lynn C. Blackwell, Assistant Secretary of Connecticut Natural Gas
Corporation hereby certify that the Resolution set forth below is a full,
true and correct copy of a Resolution duly adopted by the Board of
Directors of Connecticut Natural Gas Corporation at a duly constituted
meeting on October 24, 1995, that said Resolution appears in the minutes of
said meeting, and that the same has not rescinded or modified and is now in
full force and effect.
RESOLVED: That those shares of the Corporation's $3.125 Par Preferred
Stock and $100 Par Serial Preferred Stock which have been redeemed,
repurchased or otherwise reacquired by the Corporation after September 30,
1994 through September 30, 1995 be and they hereby are cancelled; and that
the certificate of incorporation of the Corporation be amended to reflect
that the total number of shares of the Corporation's $3.125 Par Preferred
Stock and $100 Par Serial Preferred Stock, after giving effect to all
cancellations of such shares, is as follows:
<TABLE>
<S> <C> <C> <C> <C>
Class Series Par Cancelled Authorized
----- ------ --- --------- ----------
Preferred 8.00% $3.125 1,748 915,204
Preferred 6.00% $100 1 9,999,634
</TABLE>
and that the officers of the corporation be and they hereby are authorized
to file with the Office of the Secretary of State a certificate of
amendment to the certificate of incorporation of the Corporation reflecting
that such redeemed, repurchased or otherwise reacquired shares have been
cancelled and indicating the total number of shares which remain authorized
to be issued following such cancellation, as set forth above.
DATED this 31st day of October, 1995,
(SEAL OF STATE OF CONNECTICUT)
/s/Lynn C. Blackwell
---------------------------------
Lynn C. Blackwell
Assistant Secretary
(SEAL)
(CNG SEAL)
<PAGE>
Exhibit 3(i)
Page 188 of 194
(Back side of Certification)
STATE OF CONNECTICUT )
) SS. HARTFORD
OFFICE OF THE SECRETARY OF THE STATE)
I hereby certify that this is a true copy of record
in this Office
In Testimony whereof, I have hereunto set my hand,
and affixed the Seal of said State, at Hartford,
this 7th day of November A.D. 1995
SML
Miles S. Rapoport
---------------------------------
SECRETARY OF THE STATE
<PAGE>
Exhibit 3(i)
Page 189 of 194
SECRETARY OF THE STATE
30 TRINITY STREET
P.O. BOX 150470
HARTFORD, CT 06115-0470
NOVEMBER 7,1995
CLAUDIA J. TRIGGS
P.O. BOX 1500
HARTFORD, CT 06144-1500
RE: Acceptance of Business Filing
This letter is to confirm the acceptance of a filing for the following
business:
CONNECTICUT NATURAL GAS CORPORATION
Work Order Number: 1995127472-001
Business Filing Number: 0001569474
Type of Request: CERTIFICATE OF AMENDMENT
Date Accepted: NOV 06 1995
Time Accepted: 12:31 PM
Work Order Payment Received: .00
Payment Received: 75.00
Account Balance: .00
Customer Id: 087079
Business Id: 0115039
If applicable for this type of request, a summary of the business
information we have on record is enclosed.
If you would like copies of this filing you must complete a Request for
Corporate Copies and submit it with the appropriate fee.
Commercial Recording Division
SUSAN LOGATTO
<PAGE>
Exhibit 3(i)
Page 190 of 194
FILING #0001654320 PG 01 OF 03 VOL B-00087
FILED 11/12/1996 11:52 AM PAGE 02228
SECRETARY OF THE STATE
CONNECTICUT SECRETARY OF THE STATE
CERTIFICATE AMENDING OR RESTATING CERTIFICATE OF INCORPORATION
61-38 REV. 9/90
Stock Corporation
STATE OF CONNECTICUT
SECRETARY OF THE STATE
30 TRINITY STREET
HARTFORD, CT 06106
---------------------------------------------------------------------------
1. Name of Corporation (Please enter name within lines)
Connecticut Natural Gas Corporation
---------------------------------------------------------------------------
2. The Certificate of Incorporation is: (Check one)
| | A. Amended only, pursuant to Conn. Gen. Stat. section 33-360.
|X| B. Amended only, to cancel authorized shares (state number of shares
to be cancelled, the class, the series, if any, and the par value,
P.A. 90-107.)
| | C. Restated only, pursuant to Conn. Gen. Stat. section 33-362(a).
| | D. Amended and restated, pursuant to Conn. Gen. Stat. section 33-
362(c).
| | E. Restated and superseded pursuant to Conn. Gen. Stat. section 33-
362(d).
Set forth here the resolution of amendment and/or restatement. Use an 8
1/2 X 11 attached sheet if more space if needed. Conn. Gen. Stat. section
1-9.
SEE ATTACHED RESOLUTION
(SEAL OF THE STATE OF CONNECTICUT)
(If 2A or 2B is checked, go to 5 & 6 to complete this certificate. If 2C
or 2D is checked, complete 3A or 3B. If 2E is checked, complete 4.)
3. (Check one)
| | A. This certificate purports merely to restate but not to change the
provisions of the original Certificate of Incorporation as
supplemented and amended to date, and there is no discrepancy
between the provisions of the original Certificate of Incorporation
as supplemented and amended to date, and the provisions of this
Restated Certificate of Incorporation. (If 3A is checked, go to 5 &
6 to complete this certificate.).
| | B. This Restated Certificate of Incorporation shall give effect to the
amendment(s) and purports to restate all those provisions now in
effect not being amended by such amendment(s). (If 3B is checked,
check 4, if true, and go to 5 & 6 to complete this Certificate.)
4. (Check, if true)
| | This restated Certificate of Incorporation was adopted by the
greatest vote which would have been required to amend any provision
of the Certificate of Incorporation as in effect before such vote and
supersedes such Certificate of Incorporation.<PAGE>
<PAGE>
Exhibit 3(i)
Page 191 of 194
FILING #0001654320 PG 02 OF 03 VOL B-00087
FILED 11/12/1996 11:52 AM PAGE 02229
SECRETARY OF THE STATE
CONNECTICUT SECRETARY OF THE STATE
5. The manner of adopting the resolution was as follows: (Check one A, or
B, or C)
---
| | A. By the board of directors and shareholders, pursuant to Conn. Gen.
Stat. section 33-360. Vote of Shareholders: (Check (i) or (ii), and
check (iii) if applicable.)
(i) | | No shares are required to be voted as a class; the
shareholder's vote was as follows:
Vote Required for Adoption ________ Vote Favoring Adoption ________
(ii) | | There are shares of more than one class entitled to vote
as a class. The designation of each class required for
adoption of the resolution and the vote of each class in
favor of adoption were as follows:
(Use an 8 1/2 X 11 attached sheet if more space is
needed. Conn. Gen. Stat. section 1-9.)
(iii) | | Check here if the corporation has 100 or more
recordholders, as defined in Conn. Gen. Stat. section 33-
311a(a).
|X| B. By the board of directors acting alone, pursuant to Conn. Gen. Stat.
section 33-360(b)(2) or 33-362(a).
The number of affirmative votes required to adopt such resolution is: _8_
The number of directors' votes in favor of the resolution was: _11_
<TABLE>
<CAPTION>
We hereby declare, under the penalties of false statement, that the
statements made in the foregoing certificate are true:
<S> <C> <C> <C>
(Print or Type) Signature (Print or Type) Signature
-------------------------------------------------------------------------------------------
Name of V. Pres. | | Name of Assn't Sec. |
Reginald L. Babcock | /s/ R. L. Babcock | Lynn C. Blackwell |/s/Lynn C. Blackwell
-------------------------------------------------------------------------------------------
</TABLE>
| | C. The corporation does not have any shareholders. The resolution was
adopted by vote of at least two-thirds of the incorporators before
the organization meeting of the corporation, and approved in writing
by all subscribers for shares of the corporation. If there are no
subscribers, state NONE below.
----
We (at least two-thirds of the incorporators) hereby declare, under the
penalties of false statement, that the statements made in the foregoing
certificate are true.
<TABLE>
<S> <C> <C>
-------------------------------------------------------------------------------------------
Signed Incorporator |Signed Incorporator |Signed Incorporator
-------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------
Signed Subscriber |Signed Subscriber |Signed Subscriber
-------------------------------------------------------------------------------------------
</TABLE>
(Use an 8 1/2 X 11 attached sheet if more space is needed. Conn. Gen.<PAGE>
Stat. section 1-9)
6. Dated at ____Hartford_________ this __7th__ day of __November_, _1996_
Connecticut Natural Gas Corporation
c/o Claudia J. Triggs
P.O. Box 1500
Hartford, CT 06144-1500
----------------------------
Please provide filer's name and complete
address for mailing receipt
<PAGE>
Exhibit 3(i)
Page 192 of 194
FILING #0001654320 PG 03 OF 03 VOL B-00087
FILED 11/12/1996 11:52 AM PAGE 02230
SECRETARY OF THE STATE
CONNECTICUT SECRETARY OF THE STATE
CERTIFICATION
I, Lynn C. Blackwell, Assistant Secretary of Connecticut Natural Gas
Corporation hereby certify that the Resolution set forth below is a full,
true and correct copy of a Resolution duly adopted by the Board of
Directors of Connecticut Natural Gas Corporation at a duly constituted
meeting on October 22, 1996, that said Resolution appears in the minutes of
said meeting, and that the same has not rescinded or modified and is now in
full force and effect.
RESOLVED: That those shares of the Corporation's $3.125 Par Preferred
Stock and $100 Par Serial Preferred Stock which have been redeemed,
repurchased or otherwise reacquired by the Corporation after September 30,
1995 through September 30, 1996 be and they hereby are cancelled; and that
the certificate of incorporation of the Corporation be amended to reflect
that the total number of shares of the Corporation's $3.125 Par Preferred
Stock and $100 Par Serial Preferred Stock, after giving effect to all
cancellations of such shares, is as follows:
<TABLE>
<S> <C> <C> <C> <C>
Class Series Par Cancelled Authorized
----- ------ --- --------- ----------
Preferred 8.00% $3.125 1,372 913,832
Preferred 6.00% $100 3 9,999,631
</TABLE>
and that the officers of the corporation be and they hereby are authorized
to file with the Office of the Secretary of State a certificate of
amendment to the certificate of incorporation of the Corporation reflecting
that such redeemed, repurchased or otherwise reacquired shares have been
cancelled and indicating the total number of shares which remain authorized
to be issued following such cancellation, as set forth above.
DATED this 7th day of November, 1996,
(SEAL OF STATE OF CONNECTICUT)
/s/Lynn C. Blackwell
---------------------------------
Lynn C. Blackwell
Assistant Secretary
(SEAL)
(CNG SEAL)
<PAGE>
Exhibit 3(i)
Page 193 of 194
(Back side of Certification)
STATE OF CONNECTICUT )
) SS. HARTFORD
OFFICE OF THE SECRETARY OF THE STATE)
I hereby certify that this is a true copy of record
in this Office
In Testimony whereof, I have hereunto set my hand,
and affixed the Seal of said State, at Hartford,
this 12th day of November A.D. 1996
AL
Miles S. Rapoport
---------------------------------
SECRETARY OF THE STATE
<PAGE>
Exhibit 3(i)
Page 194 of 194
SECRETARY OF THE STATE
30 TRINITY STREET
P.O. BOX 150470
HARTFORD, CT 06115-0470
NOVEMBER 13, 1996
CLAUDIA J. TRIGGS
CONNECTICUT NATURAL GAS CORPORATION
P.O. BOX 1500
HARTFORD, CT 06144-1500
RE: Acceptance of Business Filing
This letter is to confirm the acceptance of a filing for the following
business:
CONNECTICUT NATURAL GAS CORPORATION
Work Order Number: 1996159548-002
Business Filing Number: 0001654320
Type of Request: CERTIFICATE OF AMENDMENT
Date Accepted: NOV 12 1996
Time Accepted: 11:52 AM
Work Order Payment Received: .00
Payment Received: 75.00
Account Balance: .00
Customer Id: 198523
Business Id: 0115039
If applicable for this type of request, a summary of the business
information we have on record is enclosed.
If you would like copies of this filing you must complete a Request for
Corporate Copies and submit it with the appropriate fee.
Commercial Recording Division
ATIYA LANZA
<PAGE>
FIRST AMENDMENT TO
AGREEMENT AND DECLARATION OF TRUST
CONNECTICUT NATURAL GAS CORPORATION
UNION EMPLOYEE BENEFIT TRUST
THIS AMENDMENT is made and entered into this 24th day of
January, 1995 by and between CONNECTICUT NATURAL GAS CORPORATION,
a Connecticut corporation with its principal office in Hartford,
Connecticut (hereinafter referred to as the "Grantor") and FLEET
BANK, N.A., a bank with trust powers having a principal place of
business in Hartford, Connecticut (hereinafter referred to as the
"Trustee"),
W I T N E S S E T H :
WHEREAS, by Agreement dated December 2, 1993 (the
"Agreement"), the Grantor and the Trustee entered into a certain
Agreement and Declaration of Trust known as the Connecticut
Natural Gas Corporation Union Employee Benefit Trust; and
WHEREAS, the parties reserved the right to amend the
Agreement in Section 8.7 thereof; and
WHEREAS, the Grantor and the Trustee wish to amend the
Agreement in the particulars set forth below;
NOW, THEREFORE, the Grantor and the Trustee agree as
follows:
1. The following new paragraph (p) is added to Article II,
Section 2.7 of the Agreement:
"(p) In addition to the powers and authority set
forth elsewhere in this Agreement, the Trustee is
authorized to invest and reinvest all or a portion of
the Fund in shares of any open-ended investment fund or
company, including, but not limited to, any such fund
or company which is managed by an affiliate of the
Trustee. The Grantor acknowledges the receipt of a
prospectus describing the investment portfolios
established pursuant to a Declaration of Trust under
the name "Galaxy Fund" ("Galaxy"). Based upon this
prospectus, the Grantor consents to the investment of
Fund assets in Galaxy under those circumstances under
which the Trustee would otherwise, in the exercise of
its discretion (including the investment objectives
which the Grantor has established for the Fund), invest
assets in investments similar or comparable to those
represented by Galaxy. The Grantor may revoke this
consent by written notice to the Trustee. The Grantor
understands that Galaxy is advised by Fleet Investment
Advisors, Inc., an affiliate of the Trustee, which<PAGE>
receives a management fee therefore as disclosed in the
prospectus. Where the Trustee has investment authority
and responsibility, either a) the Fund's pro rata share
of any investment advisory fees paid to Fleet
Investment Advisors, Inc. by Galaxy shall be rebated to
the Fund, or b) the fees paid by the Fund to the
Trustee shall be reduced by an amount equal to any
investment advisory fees which have been paid by the
Fund by virtue of its participation in Galaxy."
IN WITNESS WHEREOF, the Grantor and the Trustee have caused
their corporate hands and seals to be hereunto affixed as of the
date first above written.
Attest: CONNECTICUT NATURAL GAS
CORPORATION
Mark Dudzik By Frank H. Livingston
-------------------------- ---------------------------
Its Vice President
Attest: FLEET BANK, N.A.
Charles J. Arntsen By William B. Parent
-------------------------- ----------------------------
Its Vice President
2<PAGE>
CNG NONEMPLOYEE DIRECTORS' FEE PLAN
------------------------------------
1. Purpose
-------
The CNG NONEMPLOYEE DIRECTORS' FEE PLAN (the "Plan") of
Connecticut Natural Gas Corporation (the "Company") is
established to attract and retain as members of the
Company's Board of Directors persons who are not full-time
employees of the Company or any of its subsidiaries but
whose business experience and judgment can make a valuable
management contribution to the Company and its subsidiaries.
This document amends and restates, effective October 1,
1996, the Plan which was originally adopted effective
January 1, 1976.
2. Directors Covered
-----------------
As used in the Plan, the term "Director" means any person
who was elected to the Board of Directors of the Company and
who is not a full-time employee of the Company or any of its
subsidiaries.
3. Deferral of Fees
----------------
(a) Any Director of the Company, by giving notice to the
Secretary of the Company, may elect to defer all or a
portion of the payment of the annual retainer and
meeting fees which he will earn subsequent to the date
on which such notice is given. Such election may be
revoked by the Director giving written notice to the
Secretary as to retainer and meeting fees earned
subsequent to such revocation. A Director who makes
such an election to defer hereunder shall sometimes be
referred to as a "Participant" hereunder.
(b) All fees deferred pursuant to the Plan shall earn
interest at a rate equal to such rates of return on
common equity as the Company is authorized from time to
time to earn by the Connecticut Department of Public
Utility Control (DPUC), commencing January 1, 1982.
Such interest shall be compounded quarterly. The rate
of interest to be accrued hereunder shall be adjusted
on the first day of the month next following the date
on which any rates newly approved by the DPUC become
fully effective. For the purpose of calculating such
interest, current year fees shall be considered earned
as of the last day of the calendar quarter in which the
services were performed. If a Director elects a form<PAGE>
of payment other than a lump sum, interest shall
continue to be credited to the unpaid balance for the
duration of the payment period. For purposes of the
Plan, the term "deferred fees" shall include any such
interest credited thereon. Fees so accounted for under
this Paragraph 3(b) shall be referred to as "Account A"
of this Plan.
(c) Effective September 29, 1995, the Company has
established the CNG Nonemployee Directors' Fee Plan
Trust Agreement. The intent of the Company is to
transfer assets to the Trustee of said Trust over a
period of time in amounts sufficient to equal the
amount of benefits payable under the Plan.
Accordingly, effective September 29, 1995, an "Account
B" shall be established for each Participant under the
Plan. Account B shall include any portions of a
Participant's Plan balance, from that point forward,
for which contributions have been made to the Trust and
have been invested in accordance with the Trust
Agreement. Amounts contributed to the Trust and
accounted for under Account B shall include fees
deferred subsequent to the effective date above;
contributions previously deemed made to Account A that
are periodically transferred from the Account A
balance; and earnings deemed to have been credited to
Account A that are periodically transferred from the
Account A balance. This approach shall continue until
the Trust is equal in value to the amount of benefits
payable under the Plan, at which point all Plan
balances will be accounted for under Account B. A rate
of return shall be credited to Account B based on the
rate of return on assets invested in the Trust. An
accounting shall be maintained of each Participant's
Plan balances allocated to Account A and Account B.
Notwithstanding the foregoing, the Company shall have
no obligation to make any contribution to the Trust.
In the event and to the extent that a contribution is
not made for such amounts, then the provisions of
subparagraph (b) hereof, relating to returns on
investments, shall apply until such time as such
contributions are made. Furthermore, any contributions
shall be subject to the terms of said Trust Agreement.
(d) Effective October 1, 1996, a Director shall have the
right to, but shall not be required to, indicate to the
Trustee of the Trust Agreement the preference of the
Director with respect to the investment of amounts
allocated to Account B as well as future contributions
thereto. The Trustee may invest such amounts in
accordance with the preferences expressed by the
Director. In the event no such indication is given,
2<PAGE>
the Trustee shall nevertheless continue to invest such
amounts allocated to Account B and future contributions
thereto on behalf of the Director. The investment
options available to a Director shall include only
those investment options as are available to
participants in the CNG Employee Savings Plan from time
to time, including CNG Common Stock. All expressions
of investment preference by a Director shall be in
increments of 5%. Furthermore, the rules relating to
the frequency of changes to the investment of Account B
and future contributions thereto shall pattern those
applicable under the CNG Employee Savings Plan from
time to time. Currently, such changes are allowed once
per calendar quarter.
4. Payment of Deferred Fees
------------------------
(a) At the time of the election by a Director to defer all
or a portion of the fees and retainer earned for the
first year for which this Plan is in effect (1976) or,
if later, the time of the first election by a Director
to defer all or a portion of the fees and retainer
hereunder, a Director by written notice to the
Secretary shall make an election specifying the terms
and conditions of the payment of the deferred fees.
Unless the Company, in its sole discretion, decides to
commence payment in a different manner, a Director's
deferred fees earned pursuant to the Plan shall be paid
in accordance with the Director's aforesaid written
election as to the terms and conditions.
(b) Effective September 29, 1995, except for lump sum
distributions, installment payments from the Plan shall
be made quarterly, and recorded on the last day of the
quarter after earnings are credited. Thus, in the case
of a distribution to be made over ten years for
example, installment payments shall be made as follows:
1/40 of the participant's balance the first quarter,
1/39 in the second, 1/38 in the third, and so forth.
Such payments shall first be made out of Account A to
the extent there is a balance, and then from Account B.
(c) A Director whose Account B is invested in whole or in
part in CNG Common Stock under the Trust Agreement at
the time for distribution shall receive the
proportionate amount thereof in CNG Common Stock unless
the Director elects to receive such amount in cash.
3<PAGE>
5. Miscellaneous
-------------
(a) Each Director or former Director entitled to payment of
deferred fees hereunder from time to time may name any
person or persons (including, without limitation,
individuals, estates, trusts, corporations and other
legal entities), who may be named contingently or
successively, to whom any deferred Directors' fees
earned by him and payable to him are to be paid in case
of his death before he receives any or all of such
deferred Directors' fees. The person or persons to
whom any deceased Director's or former Director's
deferred Directors' fees are payable under this
paragraph will be referred to as his "beneficiary".
Each designation will revoke all prior designations by
the same Director or former Director, shall be in form
prescribed by the Company, and will be effective only
when filed by the Director or former Director in
writing with the Secretary of the Company during his
lifetime. If a Director or former Director dies prior
to the time for the commencement of benefits, or after
commencement thereof but prior to completion thereof,
then any remaining payments, together with interest
accrued thereon, shall be made to his beneficiary as
soon as practicable thereafter in a lump sum. If a
deceased Director or former Director shall have failed
to name a beneficiary in a manner provided above, or if
the beneficiary named by a deceased Director or former
Director dies before him or before payment of all the
Director's or former Director's deferred Director's
fees, and no secondary beneficiary has been designated
or is then alive, the Company shall direct payment in a
single sum of any remaining deferred Director's fees to
the Director's or former Director's spouse, if then
living; otherwise to the Director's or former
Director's living issue, per stirpes; and in the
further event that no such issue are then living, then
to the legal representative or representatives of the
estate of the Director or former Director.
(b) Establishment of the Plan and coverage thereunder of
any person shall not be construed to confer any right
on the part of such person to be nominated for
reelection to the Board of Directors of the Company, or
to be reelected to the Board of Directors.
(c) Payment of deferred Directors' fees will be made only
to the person entitled thereto in accordance with the
terms of the Plan, and deferred Directors' fees are not
in any way subject to the debts or other obligations of
persons entitled thereto, and are not subject in any
4<PAGE>
manner to anticipation, alienation, sale, transfer,
assignment, pledge, encumbrance, attachment, or
garnishment by creditors of the Director or the
Director's beneficiary. When a person entitled to a
payment under the Plan is under legal disability or, in
the Company's opinion, is in any way incapacitated so
as to be unable to manage his financial affairs, the
Company may direct that payment be made to such
person's legal representative, or to a relative or
friend of such person for his benefit. Any payment
made in accordance with the preceding sentence shall be
in complete discharge of the Company's obligation to
make such payment under the Plan.
(d) Any action required or permitted to be taken by the
Company under the terms of the Plan shall be by
affirmative vote of a majority of the members of the
Board of Directors then in office.
(e) The Company shall maintain such records of fees
deferred and income (or loss) credited (or charged)
thereto, including records of fees deferred for
different periods of time and income (or loss) credited
(or charged) thereto, as it shall deem necessary or
appropriate in order to accomplish the general purposes
of the Plan.
(f) The Plan shall be construed and its provisions enforced
and administered in accordance with the laws of the
State of Connecticut, except as such laws may be
superseded by any federal law.
(g) All payments hereunder shall be paid in cash, or in CNG
Common Stock to the extent provided for in subparagraph
(c) of Paragraph 4, and may be made either directly by
the Company or from the Trust referred to in Paragraph
3. A Director shall have no right, title or interest
whatever in and to any investments which the Company
may make to aid it in meeting its obligations hereunder
and shall have no right, title or interest in any
assets of the Trust referred to in Paragraph 3. The
Plan shall be considered to be unfunded. To the extent
that a Director or beneficiary acquires a right to
receive payments hereunder, such right shall be that of
a general unsecured creditor of the Company. The Plan
constitutes a mere promise by the Company to pay
benefits in the future.
(h) The provisions of Paragraphs 3(c), 3(d), 4(b) and 4(c)
shall not apply to past participants who have already
commenced the receipt of payouts under the Plan.
5<PAGE>
6. Amendments and Discontinuance
-----------------------------
While the Company expects to continue the Plan, it does
hereby reserve the right to amend or discontinue the Plan at
any time; provided, however, that any amendment or
discontinuance of the Plan shall be prospective in operation
only and shall not affect the payment of any deferred
Directors' fees theretofore earned by any Directors, or the
conditions under which any such fees are to be paid or
forfeited under the Plan, unless the Director affected shall
expressly consent thereto.
6<PAGE>
CNG NONEMPLOYEE DIRECTORS' FEE PLAN
------------------------------------
Attached hereto is an amendment and restatement of the CNG
Nonemployee Directors' Fee Plan, which has been adopted by the
Board of Directors of CNG at its meeting held on July 23, 1996.
The undersigned, being a CNG Director who is participating in the
Plan, hereby declares that he has been informed of the changes
which have been made to the Plan in the amendment and
restatement, and hereby expressly consents to the amendment and
restatement thereto and the changes made therein.
Dated at , Connecticut this day of
, 1996.
_________________________________
Name of Director
_________________________ _________________________________
Witness Signature of Director <PAGE>
CNG NONEMPLOYEE DIRECTORS' FEE PLAN
ELECTION TO PARTICIPATE
------------------------
I hereby elect to participate in the Connecticut Natural Gas
Corporation Nonemployee Directors' Fee Plan and defer payment of
_____ percent of the annual retainer and meeting fees earned by
me in _______ and subsequent calendar years. Such deferred
retainer and meeting fees will be paid to me as indicated below.
I understand that I will be permitted to discontinue the Plan by
revoking this election and any fees earned after such revocation
will not be deferred.
_________________________
Signature
____________________
Date
PAYMENT OPTIONS
---------------
Please indicate time and manner of payment.
1. When receipt of deferred Directors' fees shall commence:
_____ A. Age sixty _____ C. Any other age (Describe)
_____ B. Age sixty-five _____ D. Upon termination of
being a Director
2. How payment shall be received:
_____ A. One lump sum
_____ B. Payments over ten years
_____ C. Any other manner (Describe)
3. Please indicate the beneficiaries to received deferred fees
and interest in the event of death prior to receipt of all or any
part of the deferred fees (beneficiary designation may be revoked
at any time by change form signed and filed with CNG prior to
death):
____________________________, primary beneficiary
____________________________ relationship
____________________________, secondary beneficiary
_____________________________ relationship
_____________________________ _____________________
Signature Date<PAGE>
CNG NONEMPLOYEE DIRECTORS' FEE PLAN
CHANGE OF BENEFICIARY
I hereby revoke any prior designation of beneficiary and
choose the following beneficiaries to receive deferred fees and
interest in the event of death prior to the receipt of all or any
part of the deferred fees under the CNG Nonemployee Directors'
Fee Plan. I understand that this form must be signed by me and
filed with CNG prior to my death in order to be effective. I
reserve the right to revoke this designation of beneficiary by
change form signed and filed with CNG prior to my death.
____________________________, primary beneficiary
____________________________ relationship
____________________________, secondary beneficiary
_____________________________ relationship
_____________________________
Signature
__________________
Date
CNG NONEMPLOYEE DIRECTORS' FEE PLAN<PAGE>
FIRST AMENDMENT TO
CNG NONEMPLOYEE DIRECTORS' FEE PLAN TRUST AGREEMENT
This Agreement made this 1st day of October, 1996 by and
between Connecticut Natural Gas Corporation of Hartford,
Connecticut ("CNG") and Putnam Fiduciary Trust Company, a
Massachusetts trust company having its principal office in
Boston, Massachusetts ("Trustee");
W I T N E S S E T H :
WHEREAS, by Agreement dated September 28, 1995, CNG and
Fleet Bank, N.A. entered into the CNG Nonemployee Directors' Fee
Plan Trust Agreement (the "Agreement"); and
WHEREAS, CNG wishes to amend the Agreement in the
particulars set forth below; and
WHEREAS, Fleet Bank, N.A. has been removed as Trustee and
Putnam Fiduciary Trust Company has been appointed successor
Trustee and has accepted said position of trust; and
WHEREAS, the right to amend the Agreement has been reserved
in Paragraph 10.1 thereof;
NOW, THEREFORE, CNG and the Trustee hereby agreed to amend
the Agreement as follows:
1. The following new subparagraph (p) is added to
Paragraph 5.2:
"(p) The Trustee may invest in securities (including
stock or rights to acquire stock) or obligations issued by
CNG, including CNG Common Stock. All rights associated with
assets of the Trust shall be exercised by the Trustee or the
person designated by the Trustee, and shall in no event be
exercisable by or rest with Plan Participants. CNG shall
have the right at any time, and from time to time in its
sole discretion, to substitute assets of equal fair market
value for any asset held by the Trust. This right referred<PAGE>
to in the preceding sentence is exercisable by CNG in a non-
fiduciary capacity without the approval or consent of any
person in a fiduciary capacity."
2. Except as hereinabove modified and amended, the
Agreement shall remain in full force and effect.
3. This amendment is effective October 1, 1996.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed this ____ day of _______________,
1996.
ATTEST: CONNECTICUT NATURAL GAS CORPORATION
___________________________ By_________________________________
Its
ATTEST: PUTNAM FIDUCIARY TRUST COMPANY
___________________________ By_________________________________
Its
STATE OF CONNECTICUT )
: ss. 1996
COUNTY OF )
Personally appeared ____________________________________,
______________________ of Connecticut Natural Gas Corporation as
aforesaid, signer of the foregoing instrument, and acknowledged
the same to be ______ free act and deed as such
_______________________ and the free act and deed of said
corporation, before me.
Commissioner of the Superior Court
Notary Public
My Commission Expires:
2<PAGE>
________ OF ____________ )
: ss. 1996
COUNTY OF )
Personally appeared ____________________________________,
______________________ of Putnam Fiduciary Trust Company, as
aforesaid, signer of the foregoing instrument, and acknowledged
the same to be ______ free act and deed as such
_______________________ and the free act and deed of said
corporation, before me.
Commissioner of the Superior Court
Notary Public
My Commission Expires:
3<PAGE>
SECOND AMENDMENT
TO
CNG NONEMPLOYEE DIRECTORS' FEE PLAN TRUST AGREEMENT
This Agreement made this 1st day of October, 1996 by and
between Connecticut Natural Gas Corporation of Hartford,
Connecticut ("CNG") and Putnam Fiduciary Trust Company, a
Massachusetts trust company having its principal office in
Boston, Massachusetts ("Trustee");
W I T N E S S E T H :
WHEREAS, by Agreement dated September 28, 1995, CNG and
Fleet Bank, N.A. entered into the CNG Nonemployee Directors' Fee
Plan Trust Agreement (the "Agreement"); and
WHEREAS, Fleet Bank, N.A. has been removed as Trustee and
Putnam Fiduciary Trust Company has been appointed successor
Trustee and has accepted said position of trust; and
WHEREAS, CNG and the Trustee wish to amend the Agreement in
the particulars set forth below; and
WHEREAS, the right to amend the Agreement has been reserved
in Paragraph 10.1 thereof; and
WHEREAS, the Agreement was previously amended by a First
Amendment thereto;
NOW, THEREFORE, CNG and the Trustee hereby agreed to amend
the Agreement as follows:<PAGE>
1. The following sentence is added to Section 1.1 at the
end thereof:
"The appointment of Putnam Fiduciary Trust Company as
Trustee is effective October 1, 1996."
2. Section 2.1 is amended to read as follows:
"2.1 The Trustee shall maintain records relating to
the Fund and its investment, and shall also maintain
Participant records contemplated by the Plan if CNG and the
Trustee so agree. If the Trustee maintains such Participant
records, they shall be made available promptly upon request
to CNG. CNG shall also perform such other duties and
responsibilities as CNG determines are necessary or
advisable to achieve the objectives of this Agreement."
3. Section 5.2 is amended to read as follows:
"5.2 (a) The Trustee shall invest and reinvest the
assets of the Trust in shares of any open-end registered
investment company for which Putnam Investment Management,
Inc. serves as investment advisor or for which Putnam Mutual
Funds Corp. is the principal underwriter, as directed by
CNG. Except as provided in (b) below, all rights associated
with assets of the Trust shall be exercised by the Trustee
or the person designated by the Trustee, and shall in no
event be exercisable by or rest with Plan participants.
(b) Any voting rights with respect to Trust
assets will be exercised in accordance with directions from
CNG and dividend rights with respect to the Trust assets
will be invested pursuant to directions from CNG.
(c) Except to the extent that such powers may be
limited by applicable regulatory authority, or as otherwise
directed by CNG in writing, the Trustee shall have the
following powers and rights, and shall be subject to the
following duties with respect to the Trust, in addition to
those provided elsewhere in the Trust or by law:
(1) To receive and hold all contributions
paid to it under the Plan; provided, however, that it
shall have no duty to require any contributions to be
made to it.
(2) To retain in cash or cash equivalents
either all or a portion of the Trust, either to await
investment or to meet contemplated payments of Plan
benefits, and to deposit funds (in savings accounts,
certificates of deposit or checking accounts) in any
financial institution supervised by the United States
2<PAGE>
or a State, including, if the Trustee is a bank, its
own banking department or the banking department of an
affiliate, if such deposits bear a reasonable rate of
interest.
(3) To invest in units of any common trust
fund or money market or daily interest fund operated or
approved by the Trustee.
(4) To make payments from the Trust to such
persons, in such manner, at such times and in such
amounts as CNG shall direct, without inquiring as to
whether a payee is entitled to the payment or as to
whether the payment is proper, to the extent such
payment is made in good faith without actual notice or
knowledge of the impropriety of such payment.
(5) As directed by CNG, to compromise,
contest, arbitrate, settle or abandon claims and
demands.
(6) As directed by CNG, to begin, maintain
or defend any litigation necessary or appropriate in
connection with the investment, reinvestment and
administration of the Trust.
(7) To hold securities in its name as
Trustee or in the name of its nominee or nominees, or
in such other form as it determines best, with or
without disclosing the trust relationship, and to
execute such documents as are necessary to accomplish
the foregoing; provided, however, that the records of
the Trustee shall indicate the actual ownership of such
securities or other property.
(8) To make, execute, acknowledge and
deliver any and all instruments that may be necessary
or appropriate to carry out the powers herein granted.
(9) To require, before making any payment,
such release or other document from any taxing
authority or such indemnity from the intended payee as
the Trustee deems necessary.
(d) The Trustee shall act with the care, skill,
prudence and diligence under the circumstances then
prevailing that a prudent person acting in like capacity and
familiar with such matters would use in the conduct of an
enterprise of a like character and with like aims; provided,
however, that the Trustee shall incur no liability to any
person for any action taken pursuant to a direction, request
or approval given by CNG which is contemplated by, and in
conformity with, the terms of the Plan or the Trust and is
3<PAGE>
given in writing by CNG. In the event of a dispute between
CNG and a party, the Trustee may apply to a court of
competent jurisdiction to resolve the dispute.
(e) If the Trustee undertakes or defends any
litigation arising in connection with this Trust, CNG agrees
to indemnify the Trustee against the Trustee's costs,
expenses and liabilities (including, without limitation,
attorney's fees and expenses) relating thereto and to be
primarily liable for such payments. If CNG does not pay
such costs, expenses and liabilities within 30 days of being
billed for such amounts, the Trustee may obtain payment from
the Trust.
(f) The Trustee may consult with legal counsel
(who may also be counsel for CNG) with respect to any of its
duties or obligations hereunder.
(g) The Trustee may hire agents, accountants,
actuaries, investment advisors, financial consultants or
other professionals to assist it in performing any of its
duties or obligations hereunder, and pay their reasonable
expenses and compensation from the Trust to the extent not
paid by CNG.
(h) The Trustee shall have, without exclusion,
all powers conferred on trustees by applicable law, unless
expressly provided otherwise herein.
(i) Notwithstanding any powers granted to the
Trustee pursuant to this Trust Agreement or to applicable
law, the Trustee shall not have any power that could give
the Trust the objective of carrying on a business and
dividing the gains therefrom, within the meaning of Section
301.7701-2 of the Procedure and Administrative Regulations
promulgated pursuant to the Internal Revenue Code.
(j) The Trustee may invest in securities
(including stock or rights to acquire stock) or obligations
issued by CNG, including CNG Common Stock, as directed by
CNG. Except as provided in (b) above, all rights associated
with assets of the Trust shall be exercised by the Trustee
or the person designated by the Trustee, and shall in no
event be exercisable by or rest with Plan Participants.
(k) CNG shall have the right at any time, and
from time to time in its sole discretion, to substitute
assets of equal fair market value for any asset held by the
Trust. This right referred to in the preceding sentence is
exercisable by CNG in a non-fiduciary capacity without the
approval or consent of any person in a fiduciary capacity."
4. The second sentence of Section 8.5 is deleted.
4<PAGE>
5. Section 12.1 is amended by the deletion of the word
"Connecticut" and the substitution of "Massachusetts" in lieu
thereof.
6. Except as hereinabove modified and amended, the
Agreement shall remain in full force and effect.
7. This amendment is effective October 1, 1996.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed this ____ day of _______________,
1996.
ATTEST: CONNECTICUT NATURAL GAS CORPORATION
___________________________ By_________________________________
Its
ATTEST: PUTNAM FIDUCIARY TRUST COMPANY
___________________________ By_________________________________
Its
STATE OF CONNECTICUT )
: ss. 1996
COUNTY OF )
Personally appeared ____________________________________,
______________________ of Connecticut Natural Gas Corporation as
aforesaid, signer of the foregoing instrument, and acknowledged
the same to be ______ free act and deed as such
_______________________ and the free act and deed of said
corporation, before me.
Commissioner of the Superior Court
Notary Public
My Commission Expires:
5<PAGE>
________ OF ____________ )
: ss. 1996
COUNTY OF )
Personally appeared ____________________________________,
______________________ of Putnam Fiduciary Trust Company, as
aforesaid, signer of the foregoing instrument, and acknowledged
the same to be ______ free act and deed as such
_______________________ and the free act and deed of said
corporation, before me.
Commissioner of the Superior Court
Notary Public
My Commission Expires:
6<PAGE>
THIRD AMENDMENT TO
CONNECTICUT NATURAL GAS CORPORATION
EMPLOYEE SAVINGS PLAN
(AS AMENDED AND RESTATED
EFFECTIVE AS OF JANUARY 1, 1989)
The Connecticut Natural Gas Corporation Employee Savings
Plan is hereby amended as follows:
1. The following new Section 7.08 is added to the Plan:
"7.08 (a) During the period from December 6,
1995 through December 22, 1995, Participants will be
entitled to make an investment election under the Plan
in addition to the one quarterly change allowed under
the Plan. This election will not be counted as the
once per quarter change for any Participant who has
already executed his quarterly change or for any
Participant who has not yet executed a change during
that quarter.
(b) Effective December 26, 1995, the "U.S.
Government Income Trust Fund" investment option is
eliminated. If any Participant who has elected to have
amounts invested in such Fund does not affirmatively elect
otherwise, such investment direction will be deemed to be a
direction to invest in the Stable Value Fund, effective
December 26, 1995, and the investment of any such amounts,
and future contributions, if applicable, shall be invested
instead in the Stable Value Fund."
2. Except as hereinabove modified and amended, the Amended
and Restated Plan shall remain in full force and effect.
IN WITNESS WHEREOF, the Company hereby executes this Third
Amendment this 31st day of October, 1995.
ATTEST: CONNECTICUT NATURAL GAS CORPORATION
Mark Dudzik By: Frank Livingston
-------------------------- ------------------------------
Its Vice President<PAGE>
FOURTH AMENDMENT TO
CONNECTICUT NATURAL GAS CORPORATION EMPLOYEE SAVINGS PLAN
(AS AMENDED AND RESTATED
EFFECTIVE AS OF JANUARY 1, 1989)
The Connecticut Natural Gas Corporation Employee Savings
Plan is hereby amended as follows:
1. The following new Section 7.09 is added to the Plan,
effective March 1, 1996:
"7.09 (a) Effective March 1, 1996, the Company
Matching Account shall be divided into two separate
sub-accounts, entitled the Company Directed Matching
Contribution Account and the Participant Directed
Matching Contribution Account. Plan Participants
(including terminated Participants, Retirees and
Beneficiaries with Account balances under the Plan)
shall be entitled to direct the investment of the
Participant Directed Matching Contribution Account.
The investment options available with respect to the
Participant Directed Matching Contribution Account
shall include CNG Common Stock and the same other
investments available to Participants with respect to
other contributions under the Plan for which investment
direction is available. Participants shall have the
option of reallocating the investment of the
Participant Directed Matching Contribution Account once
per quarter, at the same time as the option is
exercised with respect to the other Accounts under the
Plan for which the Participant has the ability to
direct investments (i.e., the Pre-Tax Account, the
Employee After-Tax Contribution Account, the IRA
Account and the Rollover Account). However, the
Participant may elect separate investment allocation
percentages for the Participant Directed Matching
Contribution Account and for such other Accounts. All
investment elections shall be in increments of 5%.
Unless the Participant elects otherwise, his
Participant Directed Matching Contribution Account
shall continue to be invested in CNG Common Stock.
(b) Periodically, a portion of a Participant's
Company Directed Matching Contribution Account, all of which
is invested in CNG Common Stock, will be transferred to the
Participant Directed Matching Contribution Account as CNG
Common Stock. The portions of a Participant's Company
Directed Matching Contribution Account which are to be
transferred shall be determined as follows:<PAGE>
(1) Effective March 1, 1996, the total value
of all Company Directed Matching Contribution Accounts
plus all Paysop Transfer Accounts shall be determined.
One-fourth (1/4) of that amount will be transferred
from the Company Directed Matching Contribution
Accounts to the Participant Directed Matching
Contribution Accounts as CNG Common Stock, on a pro
rata basis based upon the size of the Participants'
Company Directed Matching Contributions Accounts at
that time.
(2) Effective January 1, 1997, the same
approach set forth in subparagraph (1) shall be taken,
with one-third (1/3) of that amount to be transferred
and allocated in accordance with the approach provided
for in subparagraph (1).
(3) Effective January 1, 1998, the same
approach set forth in subparagraph (1) shall be taken
with one-half (1/2) of that amount to be transferred
and allocated in accordance with the approach provided
for in subparagraph (1).
(4) Effective January 1, 1999, all remaining
Company Directed Matching Contribution Accounts shall
be transferred to the Participant Directed Matching
Contribution Accounts.
(c) Effective January 1, 1999, Participants shall
also have the option of directing the investment of the
Paysop Transfer Account. Effective as of that date, the
same investment election applicable with respect to the
Participant Directed Matching Contribution Account shall
apply with respect to the Paysop Transfer Account.
(d) Effective March 1, 1996, future matching
contributions made to the Plan will be accounted for under
the Participant Directed Matching Contribution Account and
shall be invested in the same manner as the Participant has
directed with respect to future contributions made to other
Accounts under the Plan, e.g., future contributions to the
Pre-Tax Account and the Employee After-Tax Contribution
Account."
2. The following three sentences are added to the end of
paragraphs (a) of Section 10.03:
"Effective January 1, 1996, payments out of all
Accounts under the Plan shall be made in shares of CNG
common stock or cash, depending on the manner in which such
amounts are invested. A Participant or Beneficiary may
2<PAGE>
elect, however, to have such amounts converted to cash or
CNG Common Stock, at market value, prior to such payment.
Any such election must be made prior to the date for which
distribution is to be made."
3. Except as hereinabove modified and amended, the Amended
and Restated Plan shall remain in full force and effect.
IN WITNESS WHEREOF, the Company hereby executes this Fourth
Amendment this 19th day of December, 1995.
ATTEST: CONNECTICUT NATURAL GAS CORPORATION
Mark Dudzik By: R. L. Babcock
-------------------------- ------------------------------
Its Vice President
3<PAGE>
FIFTH AMENDMENT TO
CONNECTICUT NATURAL GAS CORPORATION EMPLOYEE SAVINGS PLAN
(AS AMENDED AND RESTATED
EFFECTIVE AS OF JANUARY 1, 1989)
The Connecticut Natural Gas Corporation Employee Savings
Plan is hereby amended as follows:
1. The Fourth Amendment to the Plan is deleted.
2 The following new Section 7.09 is added to the Plan,
effective March 1, 1996:
"7.09 (a) Effective March 1, 1996, the Company
Matching Account shall be divided into two separate
sub-accounts, entitled the Company Directed Matching
Contribution Account and the Participant Directed
Matching Contribution Account. Plan Participants
(including terminated Participants, Retirees and
Beneficiaries with Account balances under the Plan)
shall be entitled to direct the investment of the
Participant Directed Matching Contribution Account.
The investment options available with respect to the
Participant Directed Matching Contribution Account
shall include CNG Common Stock and the same other
investments available to Participants with respect to
other contributions under the Plan for which investment
direction is available. Participants shall have the
option of reallocating the investment of the
Participant Directed Matching Contribution Account once
per quarter, at the same time as the option is
exercised with respect to the other existing Accounts
under the Plan for which the Participant has the
ability to direct investments (i.e., the Pre-Tax
Account, the Employee After-Tax Contribution Account,
the IRA Account and the Rollover Account). However,
the Participant may elect separate investment
allocation percentages for the Participant Directed
Matching Contribution Account and for such other
Accounts. All investment elections shall be in
increments of 5%. Subject to the provisions of
subparagraph (b)(7) below, unless the Participant
elects otherwise, his Participant Directed Matching
Contribution Account shall continue to be invested in
CNG Common Stock.
(b) Periodically, a portion of a Participant's
Company Directed Matching Contribution Account, all of which
is invested in CNG Common Stock, will be transferred to the<PAGE>
Participant Directed Matching Contribution Account as CNG
Common Stock. The portions of a Participant's Company
Directed Matching Contribution Account which are to be
transferred shall be determined as follows:
(1) Effective March 1, 1996, the total
number of shares of CNG Common Stock in all Company
Directed Matching Contribution Accounts plus all Paysop
Transfer Accounts shall be determined. One-fourth
(1/4) of that amount will be transferred from the
Company Directed Matching Contribution Accounts to the
Participant Directed Matching Contribution Accounts as
CNG Common Stock. Such transfer shall not all occur
immediately, however. Forty percent (40%) of the
amount to be transferred shall be transferred effective
March 1, 1996; thirty percent (30%) effective July 1,
1996; and thirty percent (30%) effective October 1,
1996. These dates are referred to herein as "transfer
dates". The amount of shares to be transferred for
1996 shall be fixed on March 1, 1996 and shall not
increase for any reason, such as (for example)
dividends on shares held in the Company Directed
Matching Contribution Account which are used to
purchase additional shares of CNG Common Stock.
Furthermore, if a Participant receives a distribution
from his Company Directed Matching Contribution Account
during 1996 and subsequent to March 1, 1996, for
example due to termination of employment, it shall
reduce the total number of shares to be subsequently
transferred in 1996.
(2) When shares are transferred, the
methodology for allocating those shares among
Participants shall be determined as follows. As of
March 1, 1996, the total number of shares in the
Company Directed Matching Contribution Accounts
allocated to Participants at that time shall be
determined; and for each Participant, the number of
shares to be transferred to his Participant Directed
Matching Contribution Account for the year shall be
based upon his pro rata share of the shares of CNG
Common Stock held in the Company Directed Matching
Contribution Account and allocated to Plan Participants
at that time. As indicated above, forty percent (40%)
thereof shall be transferred at that time; thirty
percent (30%) effective July 1, 1996; and thirty
percent (30%) effective October 1, 1996.
(3) Amounts transferred over to the
Participant Directed Matching Contribution Account are
transferred initially as CNG Common Stock. Those
shares shall continue to be so invested unless the
2<PAGE>
Participant affirmatively elects otherwise (as part of
the Participant's once per quarter election change with
respect to existing Accounts).
(4) Effective January 1, 1997, the same
approach set forth in subparagraphs (1) through (3)
shall be taken, with one-third (1/3) of the total
number of shares of CNG Common Stock in all Company
Directed Matching Contribution Accounts PLUS all Paysop
Transfer Accounts at that time to be transferred and
allocated in accordance with the general approach
provided for in subparagraphs (1) through (3).
However, the following differences shall exist:
(A) January 1, 1997 is substituted for
March 1, 1996;
(B) Subsequent transfer dates shall be
April 1, July 1 and October 1, rather than July 1
and October 1; and
(C) The transfers shall occur in equal
amounts of twenty-five percent (25%), rather than
in the forty percent (40%), thirty percent (30%),
and thirty percent (30%) increments.
(5) Effective January 1, 1998, the same
approach set forth in subparagraph (4) shall be taken
with one-half (1/2) of the total number of shares of
CNG Common Stock in all Company Directed Matching
Contribution Accounts PLUS all Paysop Transfer Accounts
at that time to be transferred and allocated in
accordance with the approach provided for in
subparagraph (4), substituting 1998 for 1997. However,
the amount to be transferred and allocated shall not
exceed the amount of shares of CNG Common Stock held in
the Company Directed Matching Contribution Account as
of January 1, 1998; and no amounts in the Paysop
Transfer Account shall be subject to investment
direction until January 1, 1999. Nevertheless, if the
Committee determines that shares added to the Company
Directed Matching Contribution Account during 1998 for
any reason, such as (for example) reinvestment of
dividends, would be the only shares remaining in the
Company Directed Matching Contribution Account as of
December 31, 1998, the Committee may direct that all
remaining shares held under the Company Directed
Matching Contribution Account on October 1, 1998 be
transferred to the Participant Directed Matching
Contribution Account effective October 1, 1998.
3<PAGE>
(6) Effective January 1, 1999, all remaining
Company Directed Matching Contribution Accounts (if
any) shall be transferred to the Participant Directed
Matching Contribution Accounts.
(7) Amounts transferred to a Participant
Directed Matching Contribution Account as CNG Common
Stock shall continue to be so invested unless the
Participant affirmatively elects otherwise (as part of
the Participant's once per quarter election change with
respect to existing Accounts).
(c) Effective January 1, 1999, the total number
of shares of CNG Common Stock in all Paysop Transfer
Accounts shall be determined. That amount will be
transferred to a new Account, entitled the Participant
Directed Paysop Transfer Account, as CNG Common Stock, in
equal quarterly installments effective January 1, April 1,
July 1 and October 1. The same principles described above
shall generally be followed. However, effective October 1,
1999, additional amounts added to the Paysop Transfer
Account during 1999 for any reason, such as (for example)
dividends on shares which are used to purchase additional
shares of CNG Common Stock, shall also be transferred so
that all shares will have been transferred by October 1,
1999. Amounts transferred to a Participant Directed Paysop
Transfer Account as CNG Common Stock shall continue to be so
invested unless the Participant affirmatively elects
otherwise (as part of the Participant's once per quarter
election change with respect to existing Accounts).
(d) The Committee is authorized to adopt
administrative rules and procedures to effectuate the intent
of the provisions of this Section 7.09, including, without
limitation, reasonable estimation of shares to be
transferred and allocated, rounding of share amounts, and
the like.
(e) It is recognized that sales of CNG Common
Stock in order to effectuate investment directions shall be
done as soon as is reasonably practicable by the Trustee,
based upon market conditions and similar considerations.
(f) Effective March 1, 1996, future matching
contributions made to the Plan will be accounted for under
the Participant Directed Matching Contribution Account and
shall be invested in the same manner as the Participant has
directed with respect to future contributions made to other
Accounts under the Plan, e.g., future contributions to the
Pre-Tax Account and the Employee After-Tax Contribution
Account.
4<PAGE>
(g) A Participant who would otherwise be
prohibited from making an investment election due to having
made an earlier investment change in 1996 (prior to March 1,
1996) may nevertheless elect to make an investment
direction, with respect to existing amounts to be held under
his Participant Directed Matching Contribution Account,
provided such election is effective during March, 1996."
3. The following three sentences are added to the end of
paragraphs (a) of Section 10.03:
"Effective January 1, 1996, payments out of all
Accounts under the Plan shall be made in shares of CNG
common stock or cash, depending on the manner in which such
amounts are invested. A Participant or Beneficiary may
elect, however, to have such amounts converted to cash or
CNG Common Stock, at market value, prior to such payment.
Any such election must be made prior to the date for which
distribution is to be made."
4. Except as hereinabove modified and amended, the Amended
and Restated Plan shall remain in full force and effect.
IN WITNESS WHEREOF, the Company hereby executes this Fifth
Amendment this 27th day of February, 1996.
ATTEST: CONNECTICUT NATURAL GAS CORPORATION
Julie A. Beach By: R. L. Babcock
-------------------------- -----------------------------
Its Vice President
5<PAGE>
FOURTH AMENDMENT TO
CONNECTICUT NATURAL GAS CORPORATION
UNION EMPLOYEE SAVINGS PLAN
(AS AMENDED AND RESTATED
EFFECTIVE AS OF JANUARY 1, 1989)
The Connecticut Natural Gas Corporation Union Employee
Savings Plan is hereby amended as follows:
1. The following new Section 7.08 is added to the Plan:
"7.08 (a) During the period from December 6,
1995 through December 22, 1995, Participants will be
entitled to make an investment election under the Plan
in addition to the one quarterly change allowed under
the Plan. This election will not be counted as the
once per quarter change for any Participant who has
already executed his quarterly change or for any
Participant who has not yet executed a change during
that quarter.
(b) Effective December 26, 1995, the "U.S.
Government Income Trust Fund" investment option is
eliminated. If any Participant who has elected to have
amounts invested in such Fund does not affirmatively elect
otherwise, such investment direction will be deemed to be a
direction to invest in the Stable Value Fund, effective
December 26, 1995, and the investment of any such amounts,
and future contributions, if applicable, shall be invested
instead in the Stable Value Fund."
2. Except as hereinabove modified and amended, the Amended
and Restated Plan shall remain in full force and effect.
IN WITNESS WHEREOF, the Company hereby executes this Fourth
Amendment this 31st day of October, 1995.
ATTEST: CONNECTICUT NATURAL GAS CORPORATION
Mark Dudzik By: Frank H. Livingston
----------------------- -----------------------------
Its Vice President<PAGE>
FIFTH AMENDMENT TO CONNECTICUT NATURAL GAS
CORPORATION UNION EMPLOYEE SAVINGS PLAN
(AS AMENDED AND RESTATED
EFFECTIVE AS OF JANUARY 1, 1989)
The Connecticut Natural Gas Corporation Union Employee
Savings Plan is hereby amended as follows:
1. The following new Section 7.09 is added to the Plan,
effective March 1, 1996:
"7.09(a) Effective March 1, 1996, the Company
Matching Account shall be divided into two separate
subaccounts, entitled the Company Directed Matching
Contribution Account and the Participant Directed
Matching Contribution Account. Plan Participants
(including terminated Participants, Retirees and
Beneficiaries with Account balances under the Plan)
shall be entitled to direct the investment of the
Participant Directed matching Contribution Account.
The investment options available with respect to the
Participant Directed Matching Contribution Account
shall include CNG Common Stock and the same other
investments available to Participants with respect to
other contributions under the Plan for which investment
direction is available. Participants shall have the
option of reallocating the investment of the
Participant Directed Matching Contribution Account once
per quarter, at the same time as the option is
exercised with respect to the other Accounts under the
Plan for which the Participant has the ability to
direct investments (i.e., the Pre-Tax Account, the
Employee After-Tax Contribution Account, the IRA
Account and the Rollover Account). However, the
Participant may elect separate investment allocation
percentages for the Participant Directed Matching
Contribution Account and for such other Accounts. All
investment elections shall be in increments of 5%.
Unless the Participant elects otherwise, his
Participant Directed Matching Contribution Account
shall continue to be invested in CNG Common Stock.
(b) Periodically, a portion of a
Participant's Company Directed Matching Contribution
Account, all of which is invested in CNG Common Stock,
will be transferred to the Participant Directed
Matching Contribution Account as CNG Common Stock. The
portions of a Participant's Company Directed Matching
Contribution Account which are to be transferred shall
be determined as follows:<PAGE>
(1) Effective March 1, 1996, the total
value of all Company Directed Matching
Contribution Accounts plus all Paysop Transfer
Accounts shall be determined. One-fourth (1/4) of
that amount will be transferred from the Company
Directed Matching Contribution Accounts to the
Participant Directed Matching Contribution
Accounts as CNG Common Stock, on a pro rata basis
based upon the size of the Participants' Company
Directed Matching Contributions Accounts at that
time.
(2) Effective January 1, 1997, the same
approach set forth in subparagraph (1) shall be
taken, with one-third (1/3) of that amount to be
transferred and allocated in accordance with the
approach provided for in subparagraph (1).
(3) Effective January 1, 1998, the same
approach set forth in subparagraph (1) shall be
taken with one-half (1/2) of that amount to be
transferred and allocated in accordance with the
approach provided for in subparagraph (1).
(4) Effective January 1, 1999, all
remaining Company Directed Matching Contribution
Accounts shall be transferred to the Participant
Directed Matching Contribution Accounts.
(c) Effective January 1, 1999, Participants
shall also have the option of directing the investment
of the Paysop Transfer Account. Effective as of that
date, the same investment election applicable with
respect to the Participant Directed Matching
Contribution Account shall apply with respect to the
Paysop Transfer Account.
(d) Effective March 1, 1996, future matching
contributions made to the Plan will be accounted for
under the Participant Directed Matching Contribution
Account and shall be invested in the same manner as the
Participant has directed with respect to future
contributions made to other Accounts under the Plan,
e.g., future contributions to the Pre-Tax Account and
the Employee After-Tax Contribution Account."
2. The following three sentences are added to the end of
paragraphs (a) of Section 10.03:
"Effective January 1, 1996, payments out of all
Accounts under the Plan shall be made in shares of CNG
2<PAGE>
common stock or cash, depending on the manner in which
such amounts are invested. A Participant or
Beneficiary may elect, however, to have such amounts
converted to cash or CNG Common Stock, at market value,
prior to such payment. Any such election must be made
prior to the date for which distribution is to be
made."
3. Except as hereinabove modified and amended, the Amended
and Restated Plan shall remain in full force and effect.
IN WITNESS WHEREOF, the Company hereby executes this Fifth
Amendment this 19th day of December, 1995.
ATTEST: CONNECTICUT NATURAL GAS CORPORATION
Mark Dudzik By: R. L. Babcock
--------------------------- ------------------------------
Its Vice President
3<PAGE>
SIXTH AMENDMENT TO
CONNECTICUT NATURAL GAS CORPORATION UNION EMPLOYEE SAVINGS PLAN
(AS AMENDED AND RESTATED
EFFECTIVE AS OF JANUARY 1, 1989)
The Connecticut Natural Gas Corporation Union Employee
Savings Plan is hereby amended as follows:
1. The Fifth Amendment to the Plan is deleted.
2 The following new Section 7.09 is added to the Plan,
effective March 1, 1996:
"7.09 (a) Effective March 1, 1996, the Company
Matching Account shall be divided into two separate
sub-accounts, entitled the Company Directed Matching
Contribution Account and the Participant Directed
Matching Contribution Account. Plan Participants
(including terminated Participants, Retirees and
Beneficiaries with Account balances under the Plan)
shall be entitled to direct the investment of the
Participant Directed Matching Contribution Account.
The investment options available with respect to the
Participant Directed Matching Contribution Account
shall include CNG Common Stock and the same other
investments available to Participants with respect to
other contributions under the Plan for which investment
direction is available. Participants shall have the
option of reallocating the investment of the
Participant Directed Matching Contribution Account once
per quarter, at the same time as the option is
exercised with respect to the other existing Accounts
under the Plan for which the Participant has the
ability to direct investments (i.e., the Pre-Tax
Account, the Employee After-Tax Contribution Account,
the IRA Account and the Rollover Account). However,
the Participant may elect separate investment
allocation percentages for the Participant Directed
Matching Contribution Account and for such other
Accounts. All investment elections shall be in
increments of 5%. Subject to the provisions of
subparagraph (b)(7) below, unless the Participant
elects otherwise, his Participant Directed Matching
Contribution Account shall continue to be invested in
CNG Common Stock.
(b) Periodically, a portion of a Participant's
Company Directed Matching Contribution Account, all of which
is invested in CNG Common Stock, will be transferred to the<PAGE>
Participant Directed Matching Contribution Account as CNG
Common Stock. The portions of a Participant's Company
Directed Matching Contribution Account which are to be
transferred shall be determined as follows:
(1) Effective March 1, 1996, the total
number of shares of CNG Common Stock in all Company
Directed Matching Contribution Accounts plus all Paysop
Transfer Accounts shall be determined. One-fourth
(1/4) of that amount will be transferred from the
Company Directed Matching Contribution Accounts to the
Participant Directed Matching Contribution Accounts as
CNG Common Stock. Such transfer shall not all occur
immediately, however. Forty percent (40%) of the
amount to be transferred shall be transferred effective
March 1, 1996; thirty percent (30%) effective July 1,
1996; and thirty percent (30%) effective October 1,
1996. These dates are referred to herein as "transfer
dates". The amount of shares to be transferred for
1996 shall be fixed on March 1, 1996 and shall not
increase for any reason, such as (for example)
dividends on shares held in the Company Directed
Matching Contribution Account which are used to
purchase additional shares of CNG Common Stock.
Furthermore, if a Participant receives a distribution
from his Company Directed Matching Contribution Account
during 1996 and subsequent to March 1, 1996, for
example due to termination of employment, it shall
reduce the total number of shares to be subsequently
transferred in 1996.
(2) When shares are transferred, the
methodology for allocating those shares among
Participants shall be determined as follows. As of
March 1, 1996, the total number of shares in the
Company Directed Matching Contribution Accounts
allocated to Participants at that time shall be
determined; and for each Participant, the number of
shares to be transferred to his Participant Directed
Matching Contribution Account for the year shall be
based upon his pro rata share of the shares of CNG
Common Stock held in the Company Directed Matching
Contribution Account and allocated to Plan Participants
at that time. As indicated above, forty percent (40%)
thereof shall be transferred at that time; thirty
percent (30%) effective July 1, 1996; and thirty
percent (30%) effective October 1, 1996.
(3) Amounts transferred over to the
Participant Directed Matching Contribution Account are
transferred initially as CNG Common Stock. Those
shares shall continue to be so invested unless the
2<PAGE>
Participant affirmatively elects otherwise (as part of
the Participant's once per quarter election change with
respect to existing Accounts).
(4) Effective January 1, 1997, the same
approach set forth in subparagraphs (1) through (3)
shall be taken, with one-third (1/3) of the total
number of shares of CNG Common Stock in all Company
Directed Matching Contribution Accounts PLUS all Paysop
Transfer Accounts at that time to be transferred and
allocated in accordance with the general approach
provided for in subparagraphs (1) through (3).
However, the following differences shall exist:
(A) January 1, 1997 is substituted for
March 1, 1996;
(B) Subsequent transfer dates shall be
April 1, July 1 and October 1, rather than July 1
and October 1; and
(C) The transfers shall occur in equal
amounts of twenty-five percent (25%), rather than
in the forty percent (40%), thirty percent (30%),
and thirty percent (30%) increments.
(5) Effective January 1, 1998, the same
approach set forth in subparagraph (4) shall be taken
with one-half (1/2) of the total number of shares of
CNG Common Stock in all Company Directed Matching
Contribution Accounts PLUS all Paysop Transfer Accounts
at that time to be transferred and allocated in
accordance with the approach provided for in
subparagraph (4), substituting 1998 for 1997. However,
the amount to be transferred and allocated shall not
exceed the amount of shares of CNG Common Stock held in
the Company Directed Matching Contribution Account as
of January 1, 1998; and no amounts in the Paysop
Transfer Account shall be subject to investment
direction until January 1, 1999. Nevertheless, if the
Committee determines that shares added to the Company
Directed Matching Contribution Account during 1998 for
any reason, such as (for example) reinvestment of
dividends, would be the only shares remaining in the
Company Directed Matching Contribution Account as of
December 31, 1998, the Committee may direct that all
remaining shares held under the Company Directed
Matching Contribution Account on October 1, 1998 be
transferred to the Participant Directed Matching
Contribution Account effective October 1, 1998.
3<PAGE>
(6) Effective January 1, 1999, all remaining
Company Directed Matching Contribution Accounts (if
any) shall be transferred to the Participant Directed
Matching Contribution Accounts.
(7) Amounts transferred to a Participant
Directed Matching Contribution Account as CNG Common
Stock shall continue to be so invested unless the
Participant affirmatively elects otherwise (as part of
the Participant's once per quarter election change with
respect to existing Accounts).
(c) Effective January 1, 1999, the total number
of shares of CNG Common Stock in all Paysop Transfer
Accounts shall be determined. That amount will be
transferred to a new Account, entitled the Participant
Directed Paysop Transfer Account, as CNG Common Stock, in
equal quarterly installments effective January 1, April 1,
July 1 and October 1. The same principles described above
shall generally be followed. However, effective October 1,
1999, additional amounts added to the Paysop Transfer
Account during 1999 for any reason, such as (for example)
dividends on shares which are used to purchase additional
shares of CNG Common Stock, shall also be transferred so
that all shares will have been transferred by October 1,
1999. Amounts transferred to a Participant Directed Paysop
Transfer Account as CNG Common Stock shall continue to be so
invested unless the Participant affirmatively elects
otherwise (as part of the Participant's once per quarter
election change with respect to existing Accounts).
(d) The Committee is authorized to adopt
administrative rules and procedures to effectuate the intent
of the provisions of this Section 7.09, including, without
limitation, reasonable estimation of shares to be
transferred and allocated, rounding of share amounts, and
the like.
(e) It is recognized that sales of CNG Common
Stock in order to effectuate investment directions shall be
done as soon as is reasonably practicable by the Trustee,
based upon market conditions and similar considerations.
(f) Effective March 1, 1996, future matching
contributions made to the Plan will be accounted for under
the Participant Directed Matching Contribution Account.
However, such future matching contributions shall continue
to be invested in CNG Common Stock unless the Participant
affirmatively elects otherwise (as part of the Participant's
once per quarter election change with respect to future
contributions). Unless otherwise prescribed by the
Committee, any such affirmative election to direct that
4<PAGE>
future matching contributions be invested other than in CNG
Common Stock shall apply to all future matching
contributions and shall pattern the Participant's election
with respect to future contributions to other Accounts under
the Plan, e.g., to the Pre-Tax Account.
(g) A Participant who would otherwise be
prohibited from making an investment election due to having
made an earlier investment change in 1996 (prior to March 1,
1996) may nevertheless elect to make an investment
direction, with respect to existing amounts to be held under
his Participant Directed Matching Contribution Account,
provided such election is effective during March, 1996.
Similarly, a Participant who made an investment election in
1996 (prior to March 1, 1996) for future contributions may
also elect to make an investment election change, with
respect to future matching contributions only, provided such
election is effective during March, 1996."
3. The following three sentences are added to the end of
paragraphs (a) of Section 10.03:
"Effective January 1, 1996, payments out of all
Accounts under the Plan shall be made in shares of CNG
common stock or cash, depending on the manner in which such
amounts are invested. A Participant or Beneficiary may
elect, however, to have such amounts converted to cash or
CNG Common Stock, at market value, prior to such payment.
Any such election must be made prior to the date for which
distribution is to be made."
4. Except as hereinabove modified and amended, the Amended
and Restated Plan shall remain in full force and effect.
IN WITNESS WHEREOF, the Company hereby executes this Sixth
Amendment this 27th day of February, 1996.
ATTEST: CONNECTICUT NATURAL GAS CORPORATION
Julie A. Beach By: R. L. Babcock
-------------------------- -----------------------------
Its Vice President
5<PAGE>
SETTLEMENT AGREEMENT AND RELEASE OF ALL CLAIMS
----------------------------------------------
SETTLEMENT AGREEMENT AND RELEASE OF ALL CLAIMS, hereinafter
referred to as "Agreement and Release", made as of this 25th day
of September, 1996 by and between Connecticut Natural Gas
Corporation (the "Company") and Harry Kraiza, Jr. ("Kraiza").
WHEREAS, Kraiza has been an employee of the Company since
September 15, 1970.
WHEREAS, the Company and Kraiza hereinafter referred to from
time to time as the "parties" to this Agreement and Release, wish
to mutually terminate their relationship and all prior agreements
and understandings between them, and to settle and forever
resolve any and all disputes, differences, and claims which may
exist between them except as specified herein.
NOW, THEREFORE, in consideration of the promises and mutual
covenants contained herein, the parties have agreed and hereby
agree as follows:
1. Kraiza's employment with the Company will be
voluntarily terminated effective September 30, 1996.
2. Kraiza, as a terminated employee who chooses to volun-
tarily accept the terms of this Agreement and Release, promises
never to file any discrimination or other charges in federal or
state court or with any federal or state administrative agency or
sue Connecticut Natural Gas Corporation or its successors,
assigns, subsidiaries, affiliates, present and former directors,
officers, agents, employees, or any person acting on behalf of
the Company, in their individual or official capacity, with<PAGE>
respect to any matter in connection with your employment or
separation therefrom.
3. The Company, in consideration of the waiver and compro-
mise of any and all claimed contract and other alleged rights,
including without limitation rights under the Company's benefit
packages and personnel policies, the foregoing covenant not to
sue and the release of all claims except as provided herein,
shall:
a. Make a one-time, lump sum payment in lieu of six
months' salary; that is $69,900.00 (minus applicable
withholding).
b. Pay Kraiza's monthly salary of $11,650.00 for
twenty-four (24) consecutive months. The total amount of
$279,600.00 will be made in twenty-four (24) equal monthly pay-
ments commencing with the first regular pay day in October. Pay-
ment of any balance will go to Kraiza's estate in the event of
his death.
c. Upon the separation date of September 30, 1996,
medical, dental and vision coverage will be made available to
Kraiza at his expense (102% of the Company's cost) for 18 months
(currently $648.96/monthly), under the terms of COBRA. Provided
that if Kraiza elects coverage within the prescribed election
period, the Company will reimburse Kraiza for the actual cost of
such coverage (including an amount reflecting the taxable portion
of this benefit), on a monthly basis, in addition to the payments
made under subparagraphs a and b, above.
-2-<PAGE>
d. The Company will pay Kraiza twenty percent (20%)
of the current, NADA depreciated value of his Company-provided
vehicle in exchange for the return of the vehicle. (The current
one hundred percent (100%) NADA value is $5,175.00. Therefore,
the twenty percent (20%) value is $1,035.00.) In the
alternative, Kraiza has the option to purchase the vehicle for
that amount, provided that Kraiza elects to do so within 5
working days after the effective date of the Agreement and
Release.
e. The Company will also pay Kraiza the lump sum
amount of $2,200.00, representing the unused 1996 Executive
Benefit.
f. Kraiza's compensation under the Deferred Compensa-
tion Plan will be paid out according to his election of
December 26, 1995.
4. The Company will pay for Kraiza to utilize individual,
executive level outplacement services. He may utilize consulting
and outplacement services for up to twelve months. The Company
will pay for the services utilized by Kraiza on a monthly basis.
Should Kraiza become re-employed, the Company will discontinue
payment for outplacement services.
5. The Company will provide Kraiza with a letter of recom-
mendation in a form acceptable to both Kraiza and the Company,
and will accommodate reasonable requests for revisions or
modifications.
6. Kraiza will be paid for two (2) weeks of accrued unused
vacation, and two (2) unused floating holidays, in the amount of
-3-<PAGE>
$6,452.16. This amount will be paid as soon as possible, but no
later than two weeks after the separation date.
7. Kraiza will remain eligible for a 1996 bonus payment
under the Annual Incentive Plan. Kraiza is eligible for twenty-
five percent (25%) of his current annual salary at one hundred
percent (100%) corporate performance, subject to approval by the
Compensation Committee. As is customary, the corporate perform-
ance will be determined after the close of the fiscal year.
Seventy percent (70%) of Kraiza's bonus will be paid to Kraiza in
the normal course thereafter. The remaining thirty percent (30%)
will be deferred according to Kraiza's election under the
Deferred Compensation Plan.
8. Consistent with the terms of the Plan documents, after
Kraiza's separation date, the Collateral Assignment Agreement
covering the Executive Life Insurance Plan (ELIP) will terminate
on 12/31/96 (JSM, HKJR), and the Company will withdraw from the
policy an amount equal to the aggregate premiums paid. Kraiza
will then have the right to continue the insurance coverage or
surrender the policy.
9. All medical, dental and vision coverage, life, long-
term disability, savings plan, pension credited service, sickness
benefits, vacation, and holiday and other benefits and services
available to active employees will cease as of your September 30,
1996 separation date, except as described in the contingent offer
under paragraph 3, above.
10. It is understood between the Parties that this Agree-
ment and Release will not affect any retirement benefits due
-4-<PAGE>
Kraiza (or his wife, Susan M. Kraiza, and/or his estate).
Kraiza's retirement benefits are governed by the Connecticut
Natural Gas Corporation Pension Plan.
11. Should any person or business with whom Kraiza seeks
employment contact the Company for a reference regarding Kraiza,
the Company will adhere to its existing policy of only confirming
his employment and describing his responsibilities which he per-
formed during his period of employment by the Company. Further-
more, Kraiza and the Company agree that they will not make any
public statement which is derogatory of the other.
12. Kraiza on behalf of himself and his heirs, executors,
administrators and assigns, hereby remises, releases, and forever
discharges the Company, and its affiliates, including but not
limited to, Connecticut Natural Gas Corporation, their Board of
Directors and any member of former member thereof, its employees
and any former employee thereof, their agents and consultants,
from any and all rights, claims, demands, controversies, damages,
actions, causes of action, suits, judgments, promises, adminis-
trative claims or actions, sums or money, executions and liabili-
ties of every kind and character whatsoever, in law or in equity,
including but not limited to any and all claims or demands aris-
ing out of Kraiza's employment by the Company and any alleged
employment agreement or understanding with the Company including
any rights under Company's personnel policies, which Kraiza and
his heirs, executors, administrators, or assigns ever had, or now
possess, or hereafter can, shall or may have against the Company,
and its affiliates, including but not limited to Connecticut
-5-<PAGE>
Natural Gas Corporation, their Board of Directors and any member
or former member thereof, their employee or any former employee
thereof, their agents, and consultants; and all such rights,
claims demands, controversies, damages, actions, causes of
action, suits, judgments, promises, administrative claims or
actions, sums of money, execution and liabilities of any and
every kind and character whatsoever, in law or in equity, as
aforesaid, are hereby remised released, satisfied, terminated,
and forever discharged by Kraiza on behalf of himself and his
heirs, executors, administrators and assigns, including but not
limited to, any claims under Title VII of the Civil Rights Act of
1964, as amended, the Age Discrimination in Employment Act,
S.1981 of the Civil Rights Act of 1866, as amended, the Equal Pay
Act of 1963, the Rehabilitation Act of 1973, the Americans with
Disabilities Act, as such laws may have been amended from time to
time, and any other state, local, or federal equal employment
opportunity or labor law statute, regulation, or ordinance,
including but not limited to Conn. Gen. Stat. Section 46a-60 et
seq., up to and including the date of this agreement.
13. The Company agrees to indemnify Kraiza to the extent
permitted or required by Section 33-320a of the Connecticut
General Statutes and the Company's Directors and Officers
Liability Insurance policy.
14. Kraiza represents and agrees that he will not disclose
the terms, amount and fact of this Agreement and Release and
shall keep this Agreement and Release completely confidential
except that he may discuss these matters with his immediate
-6-<PAGE>
family, his attorney, and financial advisors to insure compliance
with Federal and State laws (i.e. taxes, unemployment compensa-
tion) or unless required by compulsory law including but not
limited to litigation or matters pertaining to the dissolution of
marriage, provided they agree to keep these matters confidential
and not disclose them to others.
15. This Agreement and Release contains the whole under-
standing of the parties and supersedes all prior oral and written
representations and agreements (including without limitation
employee handbooks, policies, etc.) between Kraiza and the
Company, its officers, directors, employees or former officers,
directors or employees, staff members, agents, designees, or
consultants, as to the subject matter hereof, and may not be
varied except in writing executed by the parties.
16. All agreements, documents or instruments that are bind-
ing on either party and are in conflict with any of the terms or
provisions of this Agreement and Release are hereby modified and
amended, without the requirement of any formal action to so
modify or amend, to the same extent as if such agreements,
documents or instruments were formally modified or amended in
accordance with the requirements contained therein for making
such modifications or amendments and no further action needs to
be taken to so modify or amend them.
17. This Agreement and Release is entered into and shall be
construed and performed in accordance with the laws of the State
of Connecticut. In the event that any one or more of the
provisions contained in this Agreement and Release shall, for any
-7-<PAGE>
reason, be held to be invalid, illegal, unenforceable or void as
against public policy, the same shall not affect any other
provision of this Agreement and Release, but this Agreement and
Release shall be construed as if such invalid, illegal,
unenforceable or void as against public policy provision had
never been contained herein.
18. The Company informs Kraiza that he has a period of at
least twenty-one (21) days to consider this Agreement and Release
before signing it. He also has a seven day period after it is
signed to revoke it.
19. When this Agreement and Release is signed by both
parties, Kraiza shall take possession of this original and it
shall remain in Kraiza's possession and control for a period of
not less than seven (7) days. After at least seven (7) days from
the signing have passed, but only upon Kraiza delivering the
fully executed original of this Agreement and Release to the
Company, will the provisions of this Agreement and Release become
effective.
20. Kraiza agrees that he has been provided this document
and has had the opportunity to review it with counsel (if he so
chooses) and enters into this Agreement and Release voluntarily,
of his own free will and without coercion or undue influence.
For a period of seven days following the execution of this
agreement, Kraiza may revoke this Agreement and Release. This
Agreement and Release shall not become effective or enforceable
until the revocation period has expired.
-8-<PAGE>
21. All notices, requests, demands and other communications
hereunder must be in writing, marked "Personal & Confidential"
and shall be deemed to have been given if delivered by hand or
mailed within the continental United States by first class
registered or certified mail, return receipt requested, postage
and registry fees prepaid and addressed as follows:
a. If to CNG:
Connecticut Natural Gas Corporation
100 Columbus Boulevard
Hartford, CT 06144-1500
Attention: Victor H. Frauenhofer
---------------------------------
b. If to Employee:
Harry Kraiza, Jr.
18 Crosswood Road
Farmington, CT 06032
with a copy to:
Soycher & Winslow, LLC
120 Mountain Avenue, Suite 320
Bloomfield, CT 06002
Attention: Mark S. Winslow, Esq.
---------------------------------
PLEASE READ CAREFULLY. THIS AGREEMENT INCLUDES A RELEASE OF ALL
KNOWN AND UNKNOWN CLAIMS.
-9-<PAGE>
CONNECTICUT NATURAL GAS
CORPORATION
By: Victor H. Frauenhofer Harry Kraiza, Jr.
--------------------------- -----------------------------
Victor H. Frauenhofer Harry Kraiza, Jr.
Chairman, President and CEO
STATE OF CONNECTICUT)
) ss: 25th, September , 1996
COUNTY OF HARTFORD )
On this 25th day of September, 1996, before me appeared
Victor H. Frauenhofer, who acknowledged himself to be the
Chairman and President of Connecticut Natural Gas Corporation, a
corporation, and that he, as such Chairman and President, being
authorized to do so, executed the foregoing instrument for the
purposes therein contained.
In Witness Whereof, I hereunto set my hand
Jean Starr-McCarthy
-----------------------------
Notary Public
My Commission Expires:
May 31, 1999
STATE OF CONNECTICUT)
) ss: 25th, September , 1996
COUNTY OF HARTFORD )
On this 25th day of September, 1996, before me appeared
Harry Kraiza, Jr., known or proven to me to be the signer of the
above document, who acknowledged to me that the same was his free
act and deed, and that he executed the foregoing instrument for
the purposes therein contained.
In Witness Whereof, I hereunto set my hand
Jean Starr-McCarthy
-----------------------------
Notary Public
My Commission Expires:
Sworn to and Subscribed before me
this 25th day of Sept., 1996
Jean Starr-McCarthy
Notary Public
My Commission Expires May 31, 1999
-10-<PAGE>
93305
SERVICE AGREEMENT
(APPLICABLE TO RATE SCHEDULE AFT-1)
-----------------------------------
This Agreement ("Agreement") is made and entered into this
1st day of June 1993, by and between Algonquin Gas
Transmission Company, a Delaware Corporation (herein called
"Algonquin"), and Connecticut Natural Gas Corporation
(herein called "Customer" whether one or more persons).
In consideration of the premises and of the mutual covenants
herein contained, the parties do agree as follows:
ARTICLE I
SCOPE OF AGREEMENT
1.1 Subject to the terms, conditions and limitations hereof
and of Algonquin's Rate Schedule AFT-1, Algonquin
agrees to receive from or for the account of Customer
for transportation on a firm basis quantities of
natural gas tendered by Customer on any day at the
Point(s) of Receipt; provided, however, Customer shall
not tender without the prior consent of Algonquin, at
any Point of Receipt on any day a quantity of natural
gas in excess of the applicable Maximum Daily Receipt
Obligation for such Point of Receipt plus the
applicable Fuel Reimbursement Quantity; and provided
further that Customer shall not tender at all Point(s)
of Receipt on any day or in any year a cumulative
quantity of natural gas, without the prior consent of
Algonquin, in excess of the following quantities of
natural gas plus the applicable Fuel Reimbursement
Quantities:
Maximum Daily Transportation Quantity 1,877 MMBtu
Maximum Annual Transportation Quantity 685,105 MMBtu
1.2 Algonquin agrees to transport and deliver to or for the
account of Customer at the Point(s) of Delivery and
Customer agrees to accept or cause acceptance of
delivery of the quantity received by Algonquin on any
day, less the Fuel Reimbursement Quantities; provided,
however, Algonquin shall not be obligated to deliver at
any Point of Delivery on any day a quantity of natural
gas in excess of the applicable Maximum Daily Delivery
Obligation.<PAGE>
93305
SERVICE AGREEMENT
(APPLICABLE TO RATE SCHEDULE AFT-1)
-----------------------------------
ARTICLE II
TERM OF AGREEMENT
2.1 This Agreement shall become effective as of the date
set forth hereinabove and shall continue in effect for
a term ending on and including March 31, 1997 ("Primary
Term") and shall remain in force from year to year
thereafter unless terminated by either party by written
notice one year or more prior to the end of the Primary
Term or any successive term thereafter. Algonquin's
right to cancel this Agreement upon the expiration of
the Primary Term hereof or any succeeding term shall be
subject to Customer's rights pursuant to Sections 8 and
9 of the General Terms and Conditions.
2.2 This Agreement may be terminated at any time by
Algonquin in the event Customer fails to pay part or
all of the amount of any bill for service hereunder and
such failure continues for thirty days after payment is
due; provided Algonquin gives ten days prior written
notice to Customer of such termination and provided
further such termination shall not be effective if,
prior to the date of termination, Customer either pays
such outstanding bill or furnishes a good and
sufficient surety bond guaranteeing payment to
Algonquin of such outstanding bill; provided that
Algonquin shall not be entitled to terminate service
pending the resolution of a disputed bill if Customer
complies with the billing dispute procedure currently
on file in Algonquin's tariff.
ARTICLE III
RATE SCHEDULE
3.1 Customer shall pay Algonquin for all services rendered
hereunder and for the availability of such service
under Algonquin's Rate Schedule AFT-1 as filed with the
Federal Energy Regulatory Commission and as the same
may be hereafter revised or changed. The rate to be
charged Customer for transportation hereunder shall not
be more than the maximum rate under Rate Schedule
AFT-1, nor less than the minimum rate under Rate
Schedule AFT-1.<PAGE>
93305
SERVICE AGREEMENT
(APPLICABLE TO RATE SCHEDULE AFT-1)
-----------------------------------
3.2 This Agreement and all terms and provisions contained
or incorporated herein are subject to the provisions of
Algonquin's applicable rate schedules and of
Algonquin's General Terms and Conditions on file with
the Federal Energy Regulatory Commission, or other duly
constituted authorities having jurisdiction, and as the
same may be legally amended or superseded, which rate
schedules and General Terms and Conditions are by this
reference made a part hereof.
3.3 Customer agrees that Algonquin shall have the
unilateral right to file with the appropriate
regulatory authority and make changes effective in (a)
the rates and charges applicable to service pursuant to
Algonquin's Rate Schedule AFT-1, (b) Algonquin's Rate
Schedule AFT-1, pursuant to which service hereunder is
rendered or (c) any provision of the General Terms and
Conditions applicable to Rate Schedule AFT-1.
Algonquin agrees that Customer may protest or contest
the aforementioned filings, or may seek authorization
from duly constituted regulatory authorities for such
adjustment of Algonquin's existing FERC Gas Tariff as
may be found necessary to assure that the provisions in
(a), (b), or (c) above are just and reasonable.
ARTICLE IV
POINT(S) OF RECEIPT
Natural gas to be received by Algonquin for the account of
Customer hereunder shall be received at the outlet side of
the measuring station(s) at or near the Primary Point(s) of
Receipt set forth in Exhibit A of the service agreement,
with the Maximum Daily Receipt Obligation and the receipt
pressure obligation indicated for each such Primary Point of
Receipt. Natural gas to be received by Algonquin for the
account of Customer hereunder may also be received at the
outlet side of any other measuring station on the Algonquin
system, subject to reduction pursuant to Section 6.2 of Rate
Schedule AFT-1.<PAGE>
93305
SERVICE AGREEMENT
(APPLICABLE TO RATE SCHEDULE AFT-1)
-----------------------------------
ARTICLE V
POINT(S) OF DELIVERY
Natural gas to be delivered by Algonquin for the account of
Customer hereunder shall be delivered on the outlet side of
the measuring station(s) at or near the Primary Point(s) of
Delivery set forth in Exhibit B of the service agreement,
with the Maximum Daily Delivery Obligation and the delivery
pressure obligation indicated for each such Primary Point of
Delivery. Natural gas to be delivered by Algonquin for the
account of Customer hereunder may also be delivered at the
outlet side of any other measuring station on the Algonquin
system, subject to reduction pursuant to Section 6.4 of Rate
Schedule AFT-1.
ARTICLE VI
ADDRESSES
Except as herein otherwise provided or as provided in the
General Terms and Conditions of Algonquin's FERC Gas Tariff,
any notice, request, demand, statement, bill or payment
provided for in this Agreement, or any notice which any
party may desire to give to the other, shall be in writing
and shall be considered as duly delivered when mailed by
registered, certified, or first class mail to the post
office address of the parties hereto, as the case may be, as
follows:
(a) Algonquin: Algonquin Gas Transmission Company
1284 Soldiers Field Road
Boston, MA 02135
Attn: John J. Mullaney
Vice President, Marketing
(b) Customer: Connecticut Natural Gas Corporation
100 Columbus Boulevard
P. O. Box 1500
Hartford, CT 06144-1500
Attn: Harry Kraiza, Jr.
Vice President, Energy Services
or such other address as either party shall designate by
formal written notice.<PAGE>
93305
SERVICE AGREEMENT
(APPLICABLE TO RATE SCHEDULE AFT-1)
-----------------------------------
ARTICLE VII
INTERPRETATION
The interpretation and performance of the Agreement shall be
in accordance with the laws of the Commonwealth of
Massachusetts, excluding conflicts of law principles that
would require the application of the laws of a different
jurisdiction.
ARTICLE VIII
AGREEMENTS BEING SUPERSEDED
When this Agreement becomes effective, it shall supersede
the following agreements between the parties hereto, except
that in the case of conversions from former Rate Schedules
F-2 and F-3, the parties' obligations under Article II of
the service agreements pertaining to such rate schedules
shall continue in effect.
Service Agreement executed by Customer and Algonquin under
Rate Schedule F-3 dated September 12, 1984.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be signed by their respective agents thereunto
duly authorized, the day and year first above written.
ALGONQUIN GAS TRANSMISSION COMPANY
By: /s/ John J. Mullaney
-------------------------------
Title: /s/ Vice President, Marketing
------------------------------
CONNECTICUT NATURAL GAS CORPORATION
By: /s/ Harry Kraiza, Jr.
--------------------------------
Title: /s/ Vice President, Energy Services
------------------------------------- <PAGE>
93305
SERVICE AGREEMENT
(APPLICABLE TO RATE SCHEDULE AFT-1)
-----------------------------------
Exhibit A
Point(s) of Receipt
-------------------
Dated:
To the service agreement under Rate Schedule AFT-1
between Algonquin Gas Transmission Company (Algonquin)
and Connecticut Natural Gas Corporation (Customer)
concerning Point(s) of Receipt
Primary Maximum Daily Maximum
Point of Receipt Obligation R e c e i p t
Pressure
Receipt (MMBtu) (Psig)
---------------- ------------------- ---------------
-
Centerville, NJ 1,877 At any pressure
requested by
Algonquin not
in excess of
750 Psig.
Signed for Identification
Algonquin: /s/ John J. Mullaney
-------------------------------
Customer: /s/ Harry Kraiza, Jr.
-------------------------------<PAGE>
93305
SERVICE AGREEMENT
(APPLICABLE TO RATE SCHEDULE AFT-1)
-----------------------------------<PAGE>
93305
SERVICE AGREEMENT
(APPLICABLE TO RATE SCHEDULE AFT-1)
-----------------------------------
Exhibit B
Point(s) of Delivery
--------------------
Dated:
To the service agreement under Rate Schedule AFT-1
between Algonquin Gas Transmission Company (Algonquin)
and Connecticut Natural Gas Corporation (Customer)
concerning Point(s) of Delivery
Primary Maximum Daily Minimum
Point of Delivery Obligation Delivery Pressure
Delivery (MMBtu) (Psig)
On the outlet side of
meter station located at:
Cromwell, CT 0 -
Farmington,
(Southington) CT 1,877 100
Glastonbury, CT 0 -
Mansfield, CT 0 -
Cheshire,
(Kensington) CT 0 -
On the outlet side of
meter station located at
Norwich, CT:
At the point where Algonquin's
line crosses Route No. 2 in
Norwichtown 0 -
In the Yantic area in the
vicinity of Browning Road 0 -<PAGE>
93305
SERVICE AGREEMENT
(APPLICABLE TO RATE SCHEDULE AFT-1)
-----------------------------------
Exhibit B
Point(s) of Delivery
--------------------
(Continued)
Dated:
To the service agreement under Rate Schedule AFT-1
between Algonquin Gas Transmission Company (Algonquin)
and Connecticut Natural Gas Corporation (Customer)
concerning Point(s) of Delivery
Customer hereby designates and authorizes Algonquin to act as
Customer's agent for the purpose of apportioning the total deliveries
at the Farmington (Southington) and Cheshire (Kensington) Points of
Delivery between Customer and Yankee Gas Services Company to whom
deliveries are also made at these Points of Delivery, and who has also
designated Algonquin as agent for this purpose. Customer further
designates and authorizes Customer to act as Customer's agent for the
purpose of apportioning the total deliveries at the Norwichtown and
Yantic (Browning Road) Points of Delivery between Customer and City of
Norwich, Connecticut, Board of Public Utilities Commissioners, to whom
deliveries are also made at the Points of Delivery, and who has also
designated Customer as his agent for this purpose. (One Customer
receiving deliveries at a point may be designated by the other or
others to act as agent for this purpose.) The Customer shall be
obligated to furnish to the agent daily all data necessary to compute
the quantities of gas delivered to Customer on each day. The agent
shall be required to notify Algonquin of the percentage which the
quantity of gas delivered daily to Customer at such Points of Delivery
bears to the total quantity delivered daily to all Customers at such
points. The agent shall be responsible for sending reports of all
such daily delivery percentages to Algonquin not later than three days
after the day on which the delivery was made. The agent will maintain
all records, data, and computations incident to such determinations
for a period of at least five years, available for inspection by the
parties and duly constituted regulatory authorities on reasonable
notice therefor.
Signed for Identification
Algonquin:/s/ John J. Mullaney
-----------------------------
Customer:/s/ Harry Kraiza, Jr.
-----------------------------<PAGE>
Contract #: 400507
SERVICE AGREEMENT
FOR RATE SCHEDULE FSS-1
This agreement, made and entered into this 15th day of
November, 1996, by and between TEXAS EASTERN TRANSMISSION
CORPORATION, a Delaware Corporation (herein called "Pipeline")
and CONNECTICUT NATURAL GAS CORPORATION (herein called
"Customer," whether one or more),
W I T N E S S E T H:
WHEREAS, Customer is a customer of Algonquin Gas
Transmission Company ("Algonquin"); and
WHEREAS, Algonquin is a customer of Pipeline under certain
of Pipeline's rate schedules and related service agreements; and
WHEREAS, pursuant to the Federal Energy Regulatory
Commission's ("Commission") order issued on July 8, 1994, in
Docket Nos. RP93-14-000, et al., and 18 C.F.R. Section 284.242,
Algonquin is assigning on a permanent basis certain of its firm
service entitlements on Pipeline to certain of Algonquin's direct
customers; and
WHEREAS, Customer's capacity entilements on Pipeline
pursuant to this Service Agreement are a result of Algonquin's
permanent assignment to Customer as described above; and
WHEREAS, Customer and Pipeline desire to enter into this
Service Agreement to reflect such permanent assignment from
Algonquin to Customer;
NOW, THEREFORE, in consideration of the premises and of the
mutual covenants and agreements herein contained, the parties do
covenant and agree as follows:
ARTICLE I
SCOPE OF AGREEMENT
Subject to the terms, conditions and limitations hereof and
of Pipeline's Rate Schedule FSS-1, Pipeline agrees to provide
firm service for Customer under Rate Schedule FSS-1 and to
receive and store for Customer's account quantities of natural
gas up to the following quantity:
Maximum Daily Injection Quantity (MDIQ) 262 dth
Maximum Storage Quantity (MSQ) 51,060 dth
Pipeline agrees to withdraw from storage for Customer, at
Customer's request, quantities of gas up to Customer's Maximum
Daily Withdrawal Quantity (MDWQ) of 851 dekatherms, or such
lesser quantity as determined pursuant to Rate Schedule FSS-1,
from Customer's Storage Inventory, plus Applicable Shrinkage.
Pipeline's obligation to withdraw gas on any day is governed by
the provisions of Rate Schedule FSS-1, including but not
limited to Section 6.<PAGE>
SERVICE AGREEMENT
FOR RATE SCHEDULE FSS-1
(Continued)
ARTICLE II
TERM OF AGREEMENT
The term of this Service Agreement shall commence on
September 1, 1994 and shall continue in force and effect until
April 30, 2012 and year to year thereafter unless this Service
Agreement is terminated as hereinafter provided. This Service
Agreement may be terminated by either Pipeline or Customer upon
five (5) years prior written notice to the other specifying a
termination date of any year occurring on or after the
expiration of the primary term. Subject to Pipeline rights under
Section 22 of Pipeline's General Terms and Conditions and without
prejudice to such rights, this Service Agreement may be
terminated at any time by Pipeline in the event Customer fails to
pay part or all of the amount of any bill for service hereunder
and such failure continues for thirty (30) days after payment is
due; provided, Pipeline gives thirty (30) days prior written
notice to Customer of such termination and provided further such
termination shall not be effective if, prior to the date of
termination, Customer either pays such outstanding bill or
furnishes a good and sufficient surety bond guaranteeing payment
to Pipeline of such outstanding bill.
THE TERMINATION OF THIS SERVICE AGREEMENT WITH A FIXED
CONTRACT TERM OR THE PROVISION OF A TERMINATION NOTICE BY
CUSTOMER TRIGGERS PREGRANTED ABANDONMENT UNDER SECTION 7 OF THE
NATURAL GAS ACT AS OF THE EFFECTIVE DATE OF THE TERMINATION.
PROVISION OF A TERMINATION NOTICE BY PIPELINE ALSO TRIGGERS
CUSTOMER'S RIGHT OF FIRST REFUSAL UNDER SECTION 3.13 OF THE
GENERAL TERMS AND CONDITIONS ON THE EFFECTIVE DATE OF THE
TERMINATION.
In the event there is gas in storage for Customer's account
on April 30 of the year of termination of this Service Agreement,
this Service Agreement shall continue in force and effect for the
sole purpose of withdrawal and delivery of said gas to Customer
for an additional one-hundred and twenty (120) days.
ARTICLE III
RATE SCHEDULE
This Service Agreement in all respects shall be and remain
subject to the applicable provisions of Rate Schedule FSS-1 and
of the General Terms and Conditions of Pipeline's FERC Gas Tariff
on file with the Federal Energy Regulatory Commission, all of
which are by this reference made a part hereof.
Customer shall pay Pipeline, for all services rendered
hereunder and for the availability of such service in the period
stated, the applicable prices established under Pipeline's Rate
Schedule FSS-1 as filed with the Federal Energy Regulatory
Commission and as the same may be hereafter revised or changed.
2 400507<PAGE>
SERVICE AGREEMENT
FOR RATE SCHEDULE FSS-1
(Continued)
Customer agrees that Pipeline shall have the unilateral
right to file with the appropriate regulatory authority and make
changes effective in (a) the rates and charges applicable to
service pursuant to Pipeline's Rate Schedule FSS-1, (b)
Pipeline's Rate Schedule FSS-1, pursuant to which service
hereunder is rendered or (c) any provision of the General Terms
and Conditions applicable to Rate Schedule FSS-1.
Notwithstanding the foregoing, Customer does not agree that
Pipeline shall have the unilateral right without the consent of
Customer subsequent to the execution of this Service Agreement
and Pipeline shall not have the right during the effectiveness of
this Service Agreement to make any filings pursuant to Section 4
of the Natural Gas Act to change the MDIQ, MSQ and MDWQ specified
in Article I, to change the term of the service agreement as
specified in Article II, to change Point(s) of Receipt specified
in Article IV, to change the Point(s) of Delivery specified in
Article IV, or to change the firm character of the service
hereunder. Pipeline agrees that Customer may protest or contest
the aforementioned filings, and Customer does not waive any
rights it may have with respect to such filings.
ARTICLE IV
POINT(S) OF RECEIPT AND POINT(S) OF DELIVERY
The natural gas received by Pipeline for Customer's account
for storage injection pursuant to this Service Agreement shall be
those quantities scheduled for delivery pursuant to Service
Agreements between Pipeline and Customer under Rate Schedules
CDS, FT-1, SCT, PTI or IT-1 which specify as a Point of Delivery
the "FSS-1 Storage Point". For purposes of billing of Usage
Charges under Rate Schedules CDS, FT-1, SCT, PTI or IT-1,
deliveries under Rate Schedules CDS, FT-1, SCT, PTI or IT-1 for
injection into storage scheduled directly to the "FSS-1 Storage
Point" shall be deemed to have been delivered 60% in Market Zone
2 and 40% in Market Zone 3. In addition, subject to Pipeline's
prior written consent, any positive variance between scheduled
deliveries and actual deliveries on any day (i.e. scheduled
deliveries exceed actual deliveries) at Customer's Points of
Delivery under Rate Schedules CDS, FT-1, SCT, or IT-1 shall be
deemed for billing purposes delivered at the Point of Delivery
and shall be injected into storage for Customer's account. In
addition to accepting gas for storage injection at the FSS-1
Storage Point, Pipeline will accept gas tendered at points of
interconnection between Pipeline and third party facilities at
Oakford and Leidy Storage Fields provided that such receipt does
not result in Customer tendering aggregate quantities for storage
in excess of the Customer MDIQ.
3 400507<PAGE>
SERVICE AGREEMENT
FOR RATE SCHEDULE FSS-1
(Continued)
The natural gas delivered by Pipeline for Customer's account
as a result of storage withdrawal pursuant to this Service
Agreement shall be those quantities scheduled for withdrawal
hereunder and subsequent transportation pursuant to service
agreements between Pipeline and Customer under Rate Schedule CDS,
FT-1, SCT, or IT-1 which specify as a Point of Receipt the "FSS-1
Storage Point". For purpose of billing under Rate Schedules CDS,
FT-1, SCT, or IT-1, withdrawals from storage for subsequent
transportation under Rate Schedules CDS, FT-1, SCT, or IT-1 shall
be deemed to have been received 60% in Market Zone 2 and 40% in
Market Zone 3. In addition to the withdrawal of gas from storage
for delivery through a transportation service on Pipeline's
system, gas may be withdrawn for delivery into the facilities of
third parties at the points of interconnection between Pipeline
and the facilities of such third parties at Oakford and Leidy
Storage Fields provided that such withdrawals do not result in
Customer withdrawing gas in excess of his MDWQ or MSQ. A
separate transportation charge will not be applicable to these
deliveries.
ARTICLE V
QUALITY
All natural gas tendered to Pipeline for Customer's account
shall conform and be subject to the provisions of Section 5 of
the General Terms and Conditions. Customer agrees that in the
event Customer tenders for service hereunder and Pipeline agrees
to accept natural gas which does not comply with Pipeline's
quality specifications, as expressly provided for in Section 5 of
Pipeline's General Terms and Conditions, Customer shall pay all
costs associated with processing of such gas as necessary to
comply with such quality specifications.
4 400507<PAGE>
SERVICE AGREEMENT
FOR RATE SCHEDULE FSS-1
(Continued)
ARTICLE VI
ADDRESSES
Except as herein otherwise provided or as provided in the
General Terms and Conditions of Pipeline's FERC Gas Tariff, any
notice, request, demand, statement, bill or payment provided for
in this Service Agreement, or any notice which any party may
desire to give to the other, shall be in writing and shall be
considered as duly delivered when mailed by registered, certi-
fied, or regular mail to the post office address of the parties
hereto, as the case may be, as follows:
(a) Pipeline: TEXAS EASTERN TRANSMISSION CORPORATION
5400 Westheimer Court
Houston, TX 77056-5310
(b) Customer: CONNECTICUT NATURAL GAS CORPORATION
P.O. Box 1500
100 Columbus Boulevard
Hartford, CT 06144
or such other address as either party shall designate by formal
written notice.
ARTICLE VII
ASSIGNMENTS
Any Company which shall succeed by purchase, merger, or
consolidation to the properties, substantially as an entirety, of
Customer, or of Pipeline, as the case may be, shall be entitled
to the rights and shall be subject to the obligations of its
predecessor in title under this Service Agreement; and either
Customer or Pipeline may assign or pledge this Service Agreement
under the provisions of any mortgage, deed of trust, indenture,
bank credit agreement, assignment, receivable sale, or similar
instrument which it has executed or may execute hereafter;
otherwise, neither Customer nor Pipeline shall assign this
Service Agreement or any of its rights hereunder unless it first
shall have obtained the consent thereto in writing of the other;
provided further, however, that neither Customer nor Pipeline
shall be released from its obligations hereunder without the
consent of the other. In addition, Customer may assign its
rights to capacity pursuant to Section 3.14 of the General Terms
and Conditions. To the extent Customer so desires, when it
releases capacity pursuant to Section 3.14 of the General Terms
and Conditions, Customer may require privity between Customer and
the Replacement Customer, as further provided in the applicable
Capacity Release Umbrella Agreement.
5 400507<PAGE>
SERVICE AGREEMENT
FOR RATE SCHEDULE FSS-1
(Continued)
ARTICLE VIII
INTERPRETATION
The interpretation and performance of this Service Agreement
shall be in accordance with the laws of the State of Texas
without recourse to the law governing conflict of laws.
This Service Agreement and the obligations of the parties
are subject to all present and future valid laws with respect to
the subject matter, State and Federal, and to all valid present
and future orders, rules, and regulations of duly constituted
authorities having jurisdiction.
ARTICLE IX
CANCELLATION OF PRIOR CONTRACT(S)
This Service Agreement supersedes and cancels, as of the
effective date of this Service Agreement, the contract(s) between
the parties hereto as described below:
None
6 400507<PAGE>
SERVICE AGREEMENT
FOR RATE SCHEDULE FSS-1
(Continued)
IN WITNESS WHEREOF, the Parties hereto have caused this
Service Agreement to be signed by their respective Presidents,
Vice Presidents, or other duly authorized agents and their
respective corporate seals to be hereto affixed and attested by
their respective Secretaries or Assistant Secretaries, the day
and year first above written.
TEXAS EASTERN TRANSMISSION CORPORATION
By Robert B. Evans
----------------------------------
Vice President
ATTEST:
Robert W. Reed
------------------------
Corporate Secretary
CONNECTICUT NATURAL GAS CORPORATION
By Edna M. Karanian
---------------------------------
ATTEST:
R. L. Babcock
-------------------------
7 400507<PAGE>
Contract #: 412008
SERVICE AGREEMENT
FOR RATE SCHEDULE SS-1
This Service Agreement, made and entered into this 15th
day of November, 1996, by and between TEXAS EASTERN TRANSMISSION
CORPORATION, a Delaware Corporation (herein called "Pipeline") and
CONNECTICUT NATURAL GAS CORPORATION (herein called "Customer," whether
one or more),
W I T N E S S E T H:
WHEREAS, Customer is a customer of Algonquin Gas
Transmission Company ("Algonquin"); and
WHEREAS, Algonquin is a customer of Pipeline under
certain of Pipeline's rate schedules and related service agreements;
and
WHEREAS, pursuant to the Federal Energy Regulatory
Commission's ("Commission") order issued on July 8, 1994, in Docket
Nos. RP93-14-000, et al., and 18 C.F.R. Section 284.242, Algonquin
is assigning on a permanent basis certain of its firm service
entitlements on Pipeline to certain of Algonquin's direct customers;
and
WHEREAS, Customer's capacity entilements on Pipeline
pursuant to this Service Agreement are a result of Algonquin's
permanent assignment to Customer as described above; and
WHEREAS, Customer and Pipeline desire to enter into this
Service Agreement to reflect such permanent assignment from Algonquin
to Customer;
NOW, THEREFORE, in consideration of the premises and of
the mutual covenants and agreements herein contained, the parties do
covenant and agree as follows:
ARTICLE I
SCOPE OF AGREEMENT
Subject to the terms, conditions and limitations hereof
and of Pipeline's Rate Schedule SS-1, Pipeline agrees to provide firm
service for Customer under Rate Schedule SS-1 and to receive and store
for Customer's account quantities of natural gas up to the following
quantity:
Maximum Daily Injection Quantity (MDIQ) 74 dth
Maximum Storage Quantity (MSQ) 14,490 dth
Pipeline agrees to withdraw from storage for Customer, at
Customer's request, quantities of gas up to Customer's Maximum Daily
Withdrawal Quantity (MDWQ) of 207 dekatherms, or such lesser quantity
as determined pursuant to Rate Schedule SS-1, from Customer's Storage
Inventory, plus Applicable Shrinkage, and to deliver for Customer's
account such quantities. Pipeline's obligation to withdraw gas on any
day is governed by the provisions of Rate Schedule SS-1, including but
not limited to Section 6.<PAGE>
SERVICE AGREEMENT
FOR RATE SCHEDULE SS-1
(Continued)
ARTICLE II
TERM OF AGREEMENT
The term of this Service Agreement shall commence on
September 1, 1994 and shall continue in force and effect until October
31, 2012 and year to year thereafter unless this Service Agreement is
terminated as hereinafter provided. This Service Agreement may be
terminated by either Pipeline or Customer upon five (5) years prior
written notice to the other specifying a termination date of any year
occurring on or after the expiration of the primary term. Subject to
Section 22 of Pipeline's General Terms and Conditions and without
prejudice to such rights, this Service Agreement may be terminated at
any time by Pipeline in the event Customer fails to pay part or all of
the amount of any bill for service hereunder and such failure
continues for thirty (30) days after payment is due; provided,
Pipeline gives thirty (30) days prior written notice to Customer of
such termination and provided further such termination shall not be
effective if, prior to the date of termination, Customer either pays
such outstanding bill or furnishes a good and sufficient surety bond
guaranteeing payment to Pipeline of such outstanding bill.
THE TERMINATION OF THIS SERVICE AGREEMENT WITH A FIXED
CONTRACT TERM OR THE PROVISION OF A TERMINATION NOTICE BY CUSTOMER
TRIGGERS PREGRANTED ABANDONMENT UNDER SECTION 7 OF THE NATURAL GAS ACT
AS OF THE EFFECTIVE DATE OF THE TERMINATION. PROVISION OF A
TERMINATION NOTICE BY PIPELINE ALSO TRIGGERS CUSTOMER'S RIGHT OF FIRST
REFUSAL UNDER SECTION 3.13 OF THE GENERAL TERMS AND CONDITIONS ON THE
EFFECTIVE DATE OF THE TERMINATION.
In the event there is gas in storage for Customer's
account on April 30 of the year of termination of this Service
Agreement, this Service Agreement shall continue in force and effect
for the sole purpose of withdrawal and delivery of said gas to
Customer for an additional one-hundred and twenty (120) days.
ARTICLE III
RATE SCHEDULE
This Service Agreement in all respects shall be and remain
subject to the applicable provisions of Rate Schedule SS-1 and of the
General Terms and Conditions of Pipeline's FERC Gas Tariff on file
with the Federal Energy Regulatory Commission, all of which are by
this reference made a part hereof.
Customer shall pay Pipeline, for all services rendered
hereunder and for the availability of such service in the period
stated, the applicable prices established under Pipeline's Rate
2 412008<PAGE>
SERVICE AGREEMENT
FOR RATE SCHEDULE SS-1
(Continued)
Schedule SS-1 as filed with the Federal Energy Regulatory Commission
and as the same may be hereafter revised or changed.
Customer agrees that Pipeline shall have the unilateral
right to file with the appropriate regulatory authority and make
changes effective in (a) the rates and charges applicable to service
pursuant to Pipeline's Rate Schedule SS-1, (b) Pipeline's Rate
Schedule SS-1, pursuant to which service hereunder is rendered or (c)
any provision of the General Terms and Conditions applicable to Rate
Schedule SS-1. Notwithstanding the foregoing, Customer does not agree
that Pipeline shall have the unilateral right without the consent of
Customer subsequent to the execution of this Service Agreement and
Pipeline shall not have the right during the effectiveness of this
Service Agreement to make any filings pursuant to Section 4 of the
Natural Gas Act to change the MDIQ, MSQ and MDWQ specified in Arti-
cle I, to change the term of the service agreement as specified in
Article II, to change Point(s) of Receipt specified in Article IV, to
change the Point(s) of Delivery specified in Article IV, or to change
the firm character of the service hereunder. Pipeline agrees that
Customer may protest or contest the aforementioned filings, and
Customer does not waive any rights it may have with respect to such
filings.
ARTICLE IV
POINT(S) OF RECEIPT AND POINT(S) OF DELIVERY
The natural gas received by Pipeline for Customer's
account for storage injection pursuant to this Service Agreement shall
be those quantities scheduled for delivery pursuant to Service
Agreements between Pipeline and Customer under Rate Schedules CDS,
FT-1, SCT, PTI or IT-1 which specify as a Point of Delivery the "SS-1
Storage Point". For purposes of billing of Usage Charges under Rate
Schedules CDS, FT-1, SCT, PTI or IT-1, deliveries under Rate Schedules
CDS, FT-1, SCT, PTI or IT-1 for injection into storage scheduled
directly to the "SS-1 Storage Point" shall be deemed to have been
delivered 60% in Market Zone 2 and 40% in Market Zone 3. In addition,
at Customer's request any positive or negative variance between
scheduled deliveries and actual deliveries on any day at Customer's
Points of Delivery under Rate Schedules CDS, FT-1, SCT, or IT-1 shall
be deemed for billing purposes delivered at the Point of Delivery and
shall be injected into or withdrawn from storage for Customer's
account. In addition to accepting gas for storage injection at the
SS-1 Storage Point, Pipeline will accept gas tendered at points of
interconnection between Pipeline and third party facilities at Oakford
and Leidy Storage Fields provided that such receipt does not result in
Customer tendering aggregate quantities for storage in excess of the
Customer MDIQ.
The Point(s) of Delivery at which Pipeline shall deliver
gas shall be specified in Exhibit A of the executed service agreement.
3
412008<PAGE>
SERVICE AGREEMENT
FOR RATE SCHEDULE SS-1
(Continued)
Exhibit A and B are hereby incorporated as part of this
Service Agreement for all intents and purposes as if fully copied and
set forth herein at length.
ARTICLE V
QUALITY
All natural gas tendered to Pipeline for Customer's
account shall conform and be subject to the provisions of Section 5 of
the General Terms and Conditions. Customer agrees that in the event
Customer tenders for service hereunder and Pipeline agrees to accept
natural gas which does not comply with Pipeline's quality
specifications, as expressly provided for in Section 5 of Pipeline's
General Terms and Conditions, Customer shall pay all costs associated
with processing of such gas as necessary to comply with such quality
specifications.
ARTICLE VI
ADDRESSES
Except as herein otherwise provided or as provided in the
General Terms and Conditions of Pipeline's FERC Gas Tariff, any
notice, request, demand, statement, bill or payment provided for in
this Service Agreement, or any notice which any party may desire to
give to the other, shall be in writing and shall be considered as duly
delivered when mailed by registered, certified, or regular mail to the
post office address of the parties hereto, as the case may be, as
follows:
(a) Pipeline: Texas Eastern Transmission Corporation
5400 Westheimer Court
Houston, Texas 77056-5310
(b) Customer: CONNECTICUT NATURAL GAS CORPORATION
P.O. BOX 1500
100 Columbus Boulevard
Hartford, CT 06144
or such other address as either party shall designate by formal
written notice.
4
412008<PAGE>
SERVICE AGREEMENT
FOR RATE SCHEDULE SS-1
(Continued)
ARTICLE VII
ASSIGNMENTS
Any Company which shall succeed by purchase, merger, or
consolidation to the properties, substantially as an entirety, of
Customer, or of Pipeline, as the case may be, shall be entitled to the
rights and shall be subject to the obligations of its predecessor in
title under this Service Agreement; and either Customer or Pipeline
may assign or pledge this Service Agreement under the provisions of
any mortgage, deed of trust, indenture, bank credit agreement,
assignment, receivable sale, or similar instrument which it has
executed or may execute hereafter; otherwise, neither Customer nor
Pipeline shall assign this Service Agreement or any of its rights
hereunder unless it first shall have obtained the consent thereto in
writing of the other; provided further, however, that neither Customer
nor Pipeline shall be released from its obligations hereunder without
the consent of the other. In addition, Customer may assign its rights
to capacity pursuant to Section 3.14 of the General Terms and
Conditions. To the extent Customer so desires, when it releases
capacity pursuant to Section 3.14 of the General Terms and Conditions,
Customer may require privity between Customer and the Replacement
Customer, as further provided in the applicable Capacity Release
Umbrella Agreement.
ARTICLE VIII
INTERPRETATION
The interpretation and performance of this Service
Agreement shall be in accordance with the laws of the State of Texas
without recourse to the law governing conflict of laws.
This Service Agreement and the obligations of the parties
are subject to all present and future valid laws with respect to the
subject matter, State and Federal, and to all valid present and future
orders, rules, and regulations of duly constituted authorities having
jurisdiction.
5
412008<PAGE>
SERVICE AGREEMENT
FOR RATE SCHEDULE SS-1
(Continued)
ARTICLE IX
CANCELLATION OF PRIOR CONTRACT(S)
This Service Agreement supersedes and cancels, as of the
effective date of this Service Agreement, the contract(s) between the
parties hereto as described below:
NONE
6
412008<PAGE>
SERVICE AGREEMENT
FOR RATE SCHEDULE SS-1
(Continued)
IN WITNESS WHEREOF, the Parties hereto have caused this
Service Agreement to be signed by their respective Presidents, Vice
Presidents, or other duly authorized agents and their respective
corporate seals to be hereto affixed and attested by their respective
Secretaries or Assistant Secretaries, the day and year first above
written.
TEXAS EASTERN TRANSMISSION CORPORATION
By Robert B. Evans
-------------------------------
Vice President
ATTEST:
Robert W. Reed
--------------------------
Corporate Secretary
CONNECTICUT NATURAL GAS CORPORATION
By Edna M. Karanian
-----------------------------
ATTEST:
R. L. Babcock
----------------------------
7
412008<PAGE>
SERVICE AGREEMENT
FOR RATE SCHEDULE SS-1
(Continued)
<TABLE>
<CAPTION>
Contract #: 412008
EXHIBIT A, POINT(S) OF DELIVERY, DATED _________,
TO THE SERVICE AGREEMENT UNDER RATE SCHEDULE SS-1
BETWEEN TEXAS EASTERN TRANSMISSION CORPORATION ("Pipeline") AND
CONNECTICUT NATURAL GAS CORPORATION ("Customer"), DATED ___________:
<C> <S> <C> <C> <C> <C> <C>
Maximum Daily
Delivery Measurement
Point of Obligation Delivery Pressure Responsi-
Delivery Description ---------- Obligation bilities Owner Operator
---------- ----------- ----------------- ----------- ----- -------------
1. 71078 Algonquin-Hanover 207 dth As requested by TE TE Algonquin Gas
Morris Co., NJ Customer, not to Transmission
exceed 750 psig
2. 79823 AGT-Connecticut 0 dth N/A N/A N/A N/A
Natural for
nomination purposes
</TABLE>
provided, however that until changed by a subsequent Agreement between
Pipeline and Customer, Pipeline's aggregate maximum daily delivery
obligations at each of the Points of Delivery described above, including
Pipeline's maximum daily delivery obligations under this and all other
Firm Service Agreements existing between Pipeline and Customer, shall in
no event exceed the following:
Point of Aggregate Maximum
Delivery Daily Delivery Obligation
------------ ----------------------------
No. 1 31,626 dth
SIGNED FOR IDENTIFICATION:
A-1 412008<PAGE>
SERVICE AGREEMENT
FOR RATE SCHEDULE SS-1
(Continued)
PIPELINE:
CUSTOMER:
SUPERSEDES EXHIBIT A DATED
A-2 412008<PAGE>
Contract #: 800423
SERVICE AGREEMENT
FOR RATE SCHEDULE CDS
This Service Agreement, made and entered into this 15th
day of November, 1996, by and between TEXAS EASTERN TRANSMISSION
CORPORATION, a Delaware Corporation (herein called "Pipeline") and
CONNECTICUT NATURAL GAS CORPORATION (herein called "Customer", whether
one or more),
W I T N E S S E T H:
WHEREAS, Customer is a customer of Algonquin Gas
Transmission Company ("Algonquin"); and
WHEREAS, Algonquin is a customer of Pipeline under certain
of Pipeline's rate schedules and related service agreements; and
WHEREAS, pursuant to the Federal Energy Regulatory
Commisssion's ("Commission") order issued on July 8, 1994, in Docket
Nos. RP93-14-000, et al., and 18 C.F.R. Section 284.242, Algonquin is
assigning on a permanent basis certain of its firm service
entitlements on Pipeline to certain of Algonquin's direct customers;
and
WHEREAS, Customer's capacity entitlements on Pipeline
pursuant to this Service Agreement are a result of Algonquin's
permanent assignment to Customer as described above; and
WHEREAS, Customer and Pipeline desire to enter into this
Service Agreement to reflect such permanent assignment from Algonquin
to Customer;
NOW, THEREFORE, in consideration of the premises and of
the mutual covenants and agreements herein contained, the parties do
covenant and agree as follows:
ARTICLE I
SCOPE OF AGREEMENT
Subject to the terms, conditions and limitations hereof,
of Pipeline's Rate Schedule CDS, and of the General Terms and
Conditions, transportation service hereunder will be firm. Subject to
the terms, conditions and limitations hereof and of Sections 2.3 and
2.4 of Pipeline's Rate Schedule CDS, Pipeline shall deliver to those
points on Pipeline's system as specified in Article IV herein or
available to Customer pursuant to Section 14 of the General Terms and
Conditions (hereinafter referred to as Point(s) of Delivery), for
Customer's account, as requested for any day, natural gas quantities
up to Customer's MDQ. Customer's MDQ is as follows:
Maximum Daily Quantity (MDQ) 644 dth<PAGE>
SERVICE AGREEMENT
FOR RATE SCHEDULE CDS
(Continued)
Subject to variances as may be permitted by Sections 2.4
of Rate Schedule CDS or the General Terms and Conditions, Customer
shall deliver to Pipeline and Pipeline shall receive, for Customer's
account, at those points on Pipeline's system as specified in Article
IV herein or available to Customer pursuant to Section 14 of the
General Terms and Conditions (hereinafter referred to as Point(s) of
Receipt) daily quantities of gas equal to the daily quantities
delivered to Customer pursuant to this Service Agreement up to
Customer's MDQ, plus Applicable Shrinkage as specified in the General
Terms and Conditions.
Pipeline shall not be obligated to, but may at its
discretion, receive at any Point of Receipt on any day a quantity of
gas in excess of the applicable Maximum Daily Receipt Obligation
(MDRO), plus Applicable Shrinkage, but shall not receive in the
aggregate at all Points of Receipt on any day a quantity of gas in
excess of the applicable MDQ, plus Applicable Shrinkage. Pipeline
shall not be obligated to, but may at its discretion, deliver at any
Point of Delivery on any day a quantity of gas in excess of the
applicable Maximum Daily Delivery Obligation (MDDO), but shall not
deliver in the aggregate at all Points of Delivery on any day a
quantity of gas in excess of the MDQ.
In addition to the MDQ and subject to the terms,
conditions and limitations hereof, Rate Schedule CDS and the General
Terms and Conditions, Pipeline shall deliver within the Access Area
under this and all other service agreements under Rate Schedules CDS,
FT-1, and/or SCT, quantities up to Customer's Operational Segment
Capacity Entitlements, excluding those Operational Segment Capacity
Entitlements scheduled to meet Customer's MDQ, for Customer's account,
as requested on any day.
ARTICLE II
TERM OF AGREEMENT
The term of this Service Agreement shall commence on
September 1, 1994 and shall continue in force and effect until
10/31/2012 and year to year thereafter unless this Service Agreement
is terminated as hereinafter provided. This Service Agreement may be
terminated by either Pipeline or Customer upon five (5) years prior
written notice to the other specifying a termination date of any year
occurring on or after the expiration of the primary term. Subject to
Section 22 of Pipeline's General Terms and Conditions and without
prejudice to such rights, this Service Agreement may be terminated at
any time by Pipeline in the event Customer fails to pay part or all of
the amount of any bill for service hereunder and such failure
continues for thirty (30) days after payment is due; provided,
Pipeline gives thirty (30) days prior written notice to Customer of
such termination and provided further such termination shall not be
effective if,
2
800423<PAGE>
SERVICE AGREEMENT
FOR RATE SCHEDULE CDS
(Continued)
prior to the date of termination, Customer either pays such
outstanding bill or furnishes a good and sufficient surety bond
guaranteeing payment to Pipeline of such outstanding bill.
THE TERMINATION OF THIS SERVICE AGREEMENT WITH A FIXED
CONTRACT TERM OR THE PROVISION OF A TERMINATION NOTICE BY CUSTOMER
TRIGGERS PREGRANTED ABANDONMENT UNDER SECTION 7 OF THE NATURAL GAS ACT
AS OF THE EFFECTIVE DATE OF THE TERMINATION. PROVISION OF A
TERMINATION NOTICE BY PIPELINE ALSO TRIGGERS CUSTOMER'S RIGHT OF FIRST
REFUSAL UNDER SECTION 3.13 OF THE GENERAL TERMS AND CONDITIONS ON THE
EFFECTIVE DATE OF THE TERMINATION.
Any portions of this Service Agreement necessary to
correct or cash-out imbalances under this Service Agreement as
required by the General Terms and Conditions of Pipeline's FERC Gas
Tariff, Volume No. 1, shall survive the other parts of this Service
Agreement until such time as such balancing has been accomplished.
ARTICLE III
RATE SCHEDULE
This Service Agreement in all respects shall be and remain
subject to the applicable provisions of Rate Schedule CDS and of the
General Terms and Conditions of Pipeline's FERC Gas Tariff on file
with the Federal Energy Regulatory Commission, all of which are by
this reference made a part hereof.
Customer shall pay Pipeline, for all services rendered
hereunder and for the availability of such service in the period
stated, the applicable prices established under Pipeline's Rate Sche-
dule CDS as filed with the Federal Energy Regulatory Commission, and
as same may hereafter be legally amended or superseded.
Customer agrees that Pipeline shall have the unilateral
right to file with the appropriate regulatory authority and make
changes effective in (a) the rates and charges applicable to service
pursuant to Pipeline's Rate Schedule CDS, (b) Pipeline's Rate Schedule
CDS pursuant to which service hereunder is rendered or (c) any
provision of the General Terms and Conditions applicable to Rate Sche-
dule CDS. Notwithstanding the foregoing, Customer does not agree that
Pipeline shall have the unilateral right without the consent of
Customer subsequent to the execution of this Service Agreement and
Pipeline shall not have the right during the effectiveness of this
Service Agreement to make any filings pursuant to Section 4 of the
Natural Gas Act to change the MDQ specified in Article I, to change
the term of the agreement as specified in Article II, to change
Point(s) of
3
800423<PAGE>
SERVICE AGREEMENT
FOR RATE SCHEDULE CDS
(Continued)
Receipt specified in Article IV, to change the Point(s) of Delivery
specified in Article IV, or to change the firm character of the
service hereunder. Pipeline agrees that Customer may protest or
contest the aforementioned filings, and Customer does not waive any
rights it may have with respect to such filings.
ARTICLE IV
POINT(S) OF RECEIPT AND POINT(S) OF DELIVERY
The Point(s) of Receipt and Point(s) of Delivery at which
Pipeline shall receive and deliver gas, respectively, shall be
specified in Exhibit(s) A and B of the executed service agreement.
Customer's Zone Boundary Entry Quantity and Zone Boundary Exit
Quantity for each of Pipeline's zones shall be specified in Exhibit C
of the executed service agreement.
Exhibit(s) A, B and C are hereby incorporated as part of
this Service Agreement for all intents and purposes as if fully copied
and set forth herein at length.
ARTICLE V
QUALITY
All natural gas tendered to Pipeline for Customer's
account shall conform to the quality specifications set forth in
Section 5 of Pipeline's General Terms and Conditions. Customer agrees
that in the event Customer tenders for service hereunder and Pipeline
agrees to accept natural gas which does not comply with Pipeline's
quality specifications, as expressly provided for in Section 5 of
Pipeline's General Terms and Conditions, Customer shall pay all costs
associated with processing of such gas as necessary to comply with
such quality specifications. Customer shall execute or cause its
supplier to execute, if such supplier has retained processing rights
to the gas delivered to Customer, the appropriate agreements prior to
the commencement of service for the transportation and processing of
any liquefiable hydrocarbons and any PVR quantities associated with
the processing of gas received by Pipeline at the Point(s) of Receipt
under such Customer's service agreement. In addition, subject to the
execution of appropriate agreements, Pipeline is willing to transport
liquids associated with the gas produced and tendered for
transportation hereunder.
4
800423<PAGE>
SERVICE AGREEMENT
FOR RATE SCHEDULE CDS
(Continued)
ARTICLE VI
ADDRESSES
Except as herein otherwise provided or as provided in the
General Terms and Conditions of Pipeline's FERC Gas Tariff, any
notice, request, demand, statement, bill or payment provided for in
this Service Agreement, or any notice which any party may desire to
give to the other, shall be in writing and shall be considered as duly
delivered when mailed by registered, certified, or regular mail to the
post office address of the parties hereto, as the case may be, as
follows:
(a) Pipeline: TEXAS EASTERN TRANSMISSION CORPORATION
5400 Westheimer Court
Houston, TX 77056-5310
(b) Customer: CONNECTICUT NATURAL GAS CORPORATION
P.O. Box 1500
100 Columbus Boulevard
Hartford, CT 06144
or such other address as either party shall designate by formal
written notice.
ARTICLE VII
ASSIGNMENTS
Any Company which shall succeed by purchase, merger, or
consolidation to the properties, substantially as an entirety, of
Customer, or of Pipeline, as the case may be, shall be entitled to the
rights and shall be subject to the obligations of its predecessor in
title under this Service Agreement; and either Customer or Pipeline
may assign or pledge this Service Agreement under the provisions of
any mortgage, deed of trust, indenture, bank credit agreement,
assignment, receivable sale, or similar instrument which it has
executed or may execute hereafter; otherwise, neither Customer nor
Pipeline shall assign this Service Agreement or any of its rights
hereunder unless it first shall have obtained the consent thereto in
writing of the other; provided further, however, that neither Customer
nor Pipeline shall be released from its obligations hereunder without
the consent of the other. In addition, Customer may assign its rights
to capacity pursuant to Section 3.14 of the General Terms and
Conditions. To the extent Customer so desires, when it releases
capacity pursuant to Section 3.14 of the General Terms and Conditions,
Customer may require privity between Customer and the Replacement
Customer, as further provided in the applicable Capacity Release
Umbrella Agreement.
5
800423<PAGE>
SERVICE AGREEMENT
FOR RATE SCHEDULE CDS
(Continued)
ARTICLE VIII
INTERPRETATION
The interpretation and performance of this Service
Agreement shall be in accordance with the laws of the State of Texas
without recourse to the law governing conflict of laws.
This Service Agreement and the obligations of the parties
are subject to all present and future valid laws with respect to the
subject matter, State and Federal, and to all valid present and future
orders, rules, and regulations of duly constituted authorities having
jurisdiction.
ARTICLE IX
CANCELLATION OF PRIOR CONTRACT(S)
This Service Agreement supersedes and cancels, as of the
effective date of this Service Agreement, the contract(s) between the
parties hereto as described below:
None
6
800423<PAGE>
SERVICE AGREEMENT
FOR RATE SCHEDULE CDS
(Continued)
IN WITNESS WHEREOF, the parties hereto have caused this
Service Agreement to be signed by their respective Presidents, Vice
Presidents or other duly authorized agents and their respective
corporate seals to be hereto affixed and attested by their respective
Secretaries or Assistant Secretaries, the day and year first above
written.
TEXAS EASTERN TRANSMISSION
CORPORATION
By Robert B. Evans
----------------------------------
Vice President
ATTEST:
Robert W. Reed
-------------------------
CONNECTICUT NATURAL GAS CORPORATION
By Edna M. Karanian
----------------------------------
ATTEST:
R. L. Babcock
--------------------------
7 800423<PAGE>
<TABLE>
<CAPTION>
Contract #: 800423
EXHIBIT A, TRANSPORTATION PATHS
FOR BILLING PURPOSES, DATED ,
TO THE SERVICE AGREEMENT UNDER RATE SCHEDULE CDS
BETWEEN TEXAS EASTERN TRANSMISSION CORPORATION ("Pipeline"), AND
CONNECTICUT NATURAL GAS CORPORATION ("Customer"),
DATED :
(1) Customer's firm Point(s) of Receipt:
<C> <S> <C> <C> <C> <C>
Maximum Daily Receipt
Obligation (plus
Applicable
Point of Shrinkage) (dth) Measurement
Receipt Description ------------------Responsi-bilities Owner Operator
--------- ----------------------------- ----------- -------- ----------
None
</TABLE>
(2) Customer shall have Pipeline's Master Receipt Point List
("MRPL"). Customer hereby agrees that Pipeline's MRPL as
revised and published by Pipeline from time to time is
incorporated herein by reference.
Customer hereby agrees to comply with the Receipt Pressure Obligation as
set forth in Section 6 of Pipeline's General Terms and Conditions at
such Point(s) of Receipt.
Transportation Transportation Path
Path Quantity (Dth/D)
-------------- --------------------
M1 to M3 644
SIGNED FOR IDENTIFICATION
PIPELINE: _________________________
CUSTOMER: __________________________
A-1 800423<PAGE>
Contract #: 800423
EXHIBIT A, TRANSPORTATION PATHS, Continued
CONNECTICUT NATURAL GAS CORPORATION
SUPERSEDES EXHIBIT A DATED: _________
A-2 800423<PAGE>
Contract #:800423
<TABLE>
<CAPTION>
EXHIBIT B, POINT(S) OF DELIVERY, DATED ,
TO THE SERVICE AGREEMENT UNDER RATE SCHEDULE CDS
BETWEEN TEXAS EASTERN TRANSMISSION CORPORATION ("Pipeline"), AND
CONNECTICUT NATURAL GAS CORPORATION ("Customer"),
DATED :
<C> <S> <C> <C> <C> <C> <C>
Maximum Daily
Delivery Delivery Measurement
Point of Obligation Pressure Responsi-
Delivery Description ------------- Obligation bilities Owner Operator
--------- ----------- (dth) ---------- ------------ ------------ ----------
1.70087 ALGONQUIN - LAMBERTVILLE, NJ 644 AS REQUESTED TX EAST TRAN TX EAST TRAN ALGONQUIN
HUNTERDON CO. CO., NJ BY CUSTOMER,
NOT TO EXCEED
750 POUNDS PER
SQUARE INCH
GAUGE
2.71078 ALGONQUIN - HANOVER, NJ 644 AS REQUESTED TX EAST TRAN TX EAST TRAN ALGONQUIN
MORRIS CO. CO., NJ BY CUSTOMER,
NOT TO
EXCEED750
POUNDS PER
SQUARE INCH
GAUGE
3.79823 AGT-CONNECTICUT NATURAL FOR 0 N/A N/A N/A N/A
NOMINATION PURPOSES
4.79513 FSS-1 AND SS-1 STORAGE POINT 644 N/A N/A N/A N/A
04/01-10/31
644
11/01-03/31
</TABLE>
provided, however, that until changed by a subsequent
Agreement between Pipeline and Customer, Pipeline's
aggregate maximum daily delivery obligations under this and
all other firm Service Agreements existing between Pipeline
and Customer, shall in no event exceed the following:
B-1 800423r1.cng<PAGE>
<TABLE>
<CAPTION>
Contract #: 800423
EXHIBIT B, POINT(S) OF DELIVERY (Continued)
CONNECTICUT NATURAL GAS CORPORATION
<S> <C>
Aggregate Maximum Daily
Point of Delivery Delivery Obligation (dth)
----------------- -------------------------
No. 1 54,617
No. 2 31,626
No. 4 9,506
</TABLE>
SIGNED FOR IDENTIFICATION
PIPELINE:
CUSTOMER:
SUPERSEDES EXHIBIT B DATED
B-2 800423r1.cng
<PAGE>
Contract #: 800423
EXHIBIT B, POINT(S) OF DELIVERY (Continued)
CONNECTICUT NATURAL GAS CORPORATION
Contract #:800423
EXHIBIT C, ZONE BOUNDARY ENTRY QUANTITY AND ZONE BOUNDARY EXIT QUANTITY,
DATED ____________________, TO THE SERVICE AGREEMENT UNDER RATE SCHEDULE
CDS
BETWEEN TEXAS EASTERN TRANSMISSION CORPORATION ("PIPELINE") AND
CONNECTICUT NATURAL GAS CORPORATION ("CUSTOMER"), DATED________________:
ZONE BOUNDARY ENTRY QUANTITY
Dth/D
To
--
<TABLE>
<S><C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
FROM STX ETX WLA ELA M1-24 M1-30 M1-TXG M1-TGC M2-24 M2-30 M2-TXG M2-TGC M2 M3
STX 18
ETX 78 28
WLA 8 18
ELA 504
M1-24 78
M1-30 504
M1-TXG 36
M1-TGC 37
M2-24
M2-30
M2-TXG
M2-TGC
M2 644
M3
</TABLE>
C-1<PAGE>
Contract #: 800423
EXHIBIT B, POINT(S) OF DELIVERY (Continued)
CONNECTICUT NATURAL GAS CORPORATION
<TABLE>
<CAPTION>
Contract #:800423
EXHIBIT C (Continued)
CONNECTICUT NATURAL GAS CORPORATION
ZONE BOUNDARY EXIT QUANTITY
Dth/D
To
--
<S><C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
FROM STX ETX WLA ELA M1-24 M1-30 M1-TXG M1-TGC M2-24 M2-30 M2-TXG M2-TGC M2 M3
STX
ETX
WLA
ELA
M1-24 78
M1-30 504
M1-TXG 36
M1-TGC 37
M2-24
M2-30
M2-TXG
M2-TGC
M2 644
M3
</TABLE>
SIGNED FOR IDENTIFICATION:
PIPELINE:
CUSTOMER:
SUPERCEDES EXHIBIT C DATED
C-2<PAGE>
Contract #: 800424
SERVICE AGREEMENT
FOR RATE SCHEDULE CDS
This Service Agreement, made and entered into this 15th day
of November, 1996, by and between TEXAS EASTERN TRANSMISSION CORPORATION,
a Delaware Corporation (herein called "Pipeline") and CONNECTICUT NATURAL
GAS CORPORATION (herein called "Customer", whether one or more),
W I T N E S S E T H:
WHEREAS, Customer is a customer of Algonquin Gas Transmission
Company ("Algonquin"); and
WHEREAS, Algonquin is a customer of Pipeline under certain of
Pipeline's rate schedules and related service agreements; and
WHEREAS, pursuant to the Federal Energy Regulatory
Commisssion's ("Commission") order issued on July 8, 1994, in Docket Nos.
RP93-14-000, et al., and 18 C.F.R. Section 284.242, Algonquin is
assigning on a permanent basis certain of its firm service entitlements
on Pipeline to certain of Algonquin's direct customers; and
WHEREAS, Customer's capacity entitlements on Pipeline
pursuant to this Service Agreement are a result of Algonquin's permanent
assignment to Customer as described above; and
WHEREAS, Customer and Pipeline desire to enter into this
Service Agreement to reflect such permanent assignment from Algonquin to
Customer;
NOW, THEREFORE, in consideration of the premises and of the
mutual covenants and agreements herein contained, the parties do covenant
and agree as follows:
ARTICLE I
SCOPE OF AGREEMENT
Subject to the terms, conditions and limitations hereof, of
Pipeline's Rate Schedule CDS, and of the General Terms and Conditions,
transportation service hereunder will be firm. Subject to the terms,
conditions and limitations hereof and of Sections 2.3 and 2.4 of
Pipeline's Rate Schedule CDS, Pipeline shall deliver to those points on
Pipeline's system as specified in Article IV herein or available to
Customer pursuant to Section 14 of the General Terms and Conditions
(hereinafter referred to as Point(s) of Delivery), for Customer's
account, as requested for any day, natural gas quantities up to
Customer's MDQ. Customer's MDQ is as follows:
Maximum Daily Quantity (MDQ) 851 dth<PAGE>
SERVICE AGREEMENT
FOR RATE SCHEDULE CDS
(Continued)
Subject to variances as may be permitted by Sections 2.4 of
Rate Schedule CDS or the General Terms and Conditions, Customer shall
deliver to Pipeline and Pipeline shall receive, for Customer's account,
at those points on Pipeline's system as specified in Article IV herein or
available to Customer pursuant to Section 14 of the General Terms and
Conditions (hereinafter referred to as Point(s) of Receipt) daily
quantities of gas equal to the daily quantities delivered to Customer
pursuant to this Service Agreement up to Customer's MDQ, plus Applicable
Shrinkage as specified in the General Terms and Conditions.
Pipeline shall not be obligated to, but may at its
discretion, receive at any Point of Receipt on any day a quantity of gas
in excess of the applicable Maximum Daily Receipt Obligation (MDRO), plus
Applicable Shrinkage, but shall not receive in the aggregate at all
Points of Receipt on any day a quantity of gas in excess of the
applicable MDQ, plus Applicable Shrinkage. Pipeline shall not be
obligated to, but may at its discretion, deliver at any Point of Delivery
on any day a quantity of gas in excess of the applicable Maximum Daily
Delivery Obligation (MDDO), but shall not deliver in the aggregate at all
Points of Delivery on any day a quantity of gas in excess of the MDQ.
In addition to the MDQ and subject to the terms, conditions
and limitations hereof, Rate Schedule CDS and the General Terms and
Conditions, Pipeline shall deliver within the Access Area under this and
all other service agreements under Rate Schedules CDS, FT-1, and/or SCT,
quantities up to Customer's Operational Segment Capacity Entitlements,
excluding those Operational Segment Capacity Entitlements scheduled to
meet Customer's MDQ, for Customer's account, as requested on any day.
ARTICLE II
TERM OF AGREEMENT
The term of this Service Agreement shall commence on
September 1, 1994 and shall continue in force and effect until
10/31/2012 and year to year thereafter unless this Service Agreement is
terminated as hereinafter provided. This Service Agreement may be
terminated by either Pipeline or Customer upon five (5) years prior
written notice to the other specifying a termination date of any year
occurring on or after the expiration of the primary term. Subject to
Section 22 of Pipeline's General Terms and Conditions and without
prejudice to such rights, this Service Agreement may be terminated at any
time by Pipeline in the event Customer fails to pay part or all of the
amount of any bill for service hereunder and such failure continues for
thirty (30) days after payment is due; provided, Pipeline gives thirty
(30) days prior written notice to Customer of such termination and
provided further such termination shall not be effective if,
2 800424<PAGE>
SERVICE AGREEMENT
FOR RATE SCHEDULE CDS
(Continued)
prior to the date of termination, Customer either pays such outstanding
bill or furnishes a good and sufficient surety bond guaranteeing payment
to Pipeline of such outstanding bill.
THE TERMINATION OF THIS SERVICE AGREEMENT WITH A FIXED
CONTRACT TERM OR THE PROVISION OF A TERMINATION NOTICE BY CUSTOMER
TRIGGERS PREGRANTED ABANDONMENT UNDER SECTION 7 OF THE NATURAL GAS ACT AS
OF THE EFFECTIVE DATE OF THE TERMINATION. PROVISION OF A TERMINATION
NOTICE BY PIPELINE ALSO TRIGGERS CUSTOMER'S RIGHT OF FIRST REFUSAL UNDER
SECTION 3.13 OF THE GENERAL TERMS AND CONDITIONS ON THE EFFECTIVE DATE
OF THE TERMINATION.
Any portions of this Service Agreement necessary to correct
or cash-out imbalances under this Service Agreement as required by the
General Terms and Conditions of Pipeline's FERC Gas Tariff, Volume No. 1,
shall survive the other parts of this Service Agreement until such time
as such balancing has been accomplished.
ARTICLE III
RATE SCHEDULE
This Service Agreement in all respects shall be and remain
subject to the applicable provisions of Rate Schedule CDS and of the
General Terms and Conditions of Pipeline's FERC Gas Tariff on file with
the Federal Energy Regulatory Commission, all of which are by this
reference made a part hereof.
Customer shall pay Pipeline, for all services rendered
hereunder and for the availability of such service in the period stated,
the applicable prices established under Pipeline's Rate Schedule CDS as
filed with the Federal Energy Regulatory Commission, and as same may
hereafter be legally amended or superseded.
Customer agrees that Pipeline shall have the unilateral right
to file with the appropriate regulatory authority and make changes
effective in (a) the rates and charges applicable to service pursuant to
Pipeline's Rate Schedule CDS, (b) Pipeline's Rate Schedule CDS pursuant
to which service hereunder is rendered or (c) any provision of the
General Terms and Conditions applicable to Rate Schedule CDS.
Notwithstanding the foregoing, Customer does not agree that Pipeline
shall have the unilateral right without the consent of Customer
subsequent to the execution of this Service Agreement and Pipeline shall
not have the right during the effectiveness of this Service Agreement to
make any filings pursuant to Section 4 of the Natural Gas Act to change
the MDQ specified in Article I, to change the term of the agreement as
specified in Article II, to change Point(s) of
3 800424<PAGE>
SERVICE AGREEMENT
FOR RATE SCHEDULE CDS
(Continued)
Receipt specified in Article IV, to change the Point(s) of Delivery
specified in Article IV, or to change the firm character of the service
hereunder. Pipeline agrees that Customer may protest or contest the
aforementioned filings, and Customer does not waive any rights it may
have with respect to such filings.
ARTICLE IV
POINT(S) OF RECEIPT AND POINT(S) OF DELIVERY
The Point(s) of Receipt and Point(s) of Delivery at which
Pipeline shall receive and deliver gas, respectively, shall be specified
in Exhibit(s) A and B of the executed service agreement. Customer's Zone
Boundary Entry Quantity and Zone Boundary Exit Quantity for each of
Pipeline's zones shall be specified in Exhibit C of the executed service
agreement.
Exhibit(s) A and B are hereby incorporated as part of this
Service Agreement for all intents and purposes as if fully copied and set
forth herein at length.
ARTICLE V
QUALITY
All natural gas tendered to Pipeline for Customer's account
shall conform to the quality specifications set forth in Section 5 of
Pipeline's General Terms and Conditions. Customer agrees that in the
event Customer tenders for service hereunder and Pipeline agrees to
accept natural gas which does not comply with Pipeline's quality
specifications, as expressly provided for in Section 5 of Pipeline's
General Terms and Conditions, Customer shall pay all costs associated
with processing of such gas as necessary to comply with such quality
specifications. Customer shall execute or cause its supplier to execute,
if such supplier has retained processing rights to the gas delivered to
Customer, the appropriate agreements prior to the commencement of service
for the transportation and processing of any liquefiable hydrocarbons and
any PVR quantities associated with the processing of gas received by
Pipeline at the Point(s) of Receipt under such Customer's service
agreement. In addition, subject to the execution of appropriate
agreements, Pipeline is willing to transport liquids associated with the
gas produced and tendered for transportation hereunder.
4 800424<PAGE>
SERVICE AGREEMENT
FOR RATE SCHEDULE CDS
(Continued)
ARTICLE VI
ADDRESSES
Except as herein otherwise provided or as provided in the
General Terms and Conditions of Pipeline's FERC Gas Tariff, any notice,
request, demand, statement, bill or payment provided for in this Service
Agreement, or any notice which any party may desire to give to the other,
shall be in writing and shall be considered as duly delivered when mailed
by registered, certified, or regular mail to the post office address of
the parties hereto, as the case may be, as follows:
(a) Pipeline: TEXAS EASTERN TRANSMISSION CORPORATION
5400 Westheimer Court
Houston, TX 77056-5310
(b) Customer: CONNECTICUT NATURAL GAS CORPORATION
P.O. Box 1500
100 Columbus Boulevard
Hartford, CT 06144
or such other address as either party shall designate by formal written
notice.
ARTICLE VII
ASSIGNMENTS
Any Company which shall succeed by purchase, merger, or
consolidation to the properties, substantially as an entirety, of
Customer, or of Pipeline, as the case may be, shall be entitled to the
rights and shall be subject to the obligations of its predecessor in
title under this Service Agreement; and either Customer or Pipeline may
assign or pledge this Service Agreement under the provisions of any
mortgage, deed of trust, indenture, bank credit agreement, assignment,
receivable sale, or similar instrument which it has executed or may
execute hereafter; otherwise, neither Customer nor Pipeline shall assign
this Service Agreement or any of its rights hereunder unless it first
shall have obtained the consent thereto in writing of the other; provided
further, however, that neither Customer nor Pipeline shall be released
from its obligations hereunder without the consent of the other. In
addition, Customer may assign its rights to capacity pursuant to Section
3.14 of the General Terms and Conditions. To the extent Customer so
desires, when it releases capacity pursuant to Section 3.14 of the
General Terms and Conditions, Customer may require privity between
Customer and the Replacement Customer, as further provided in the
applicable Capacity Release Umbrella Agreement.
5 800424<PAGE>
SERVICE AGREEMENT
FOR RATE SCHEDULE CDS
(Continued)
ARTICLE VIII
INTERPRETATION
The interpretation and performance of this Service Agreement
shall be in accordance with the laws of the State of Texas without
recourse to the law governing conflict of laws.
This Service Agreement and the obligations of the parties are
subject to all present and future valid laws with respect to the subject
matter, State and Federal, and to all valid present and future orders,
rules, and regulations of duly constituted authorities having juris-
diction.
ARTICLE IX
CANCELLATION OF PRIOR CONTRACT(S)
This Service Agreement supersedes and cancels, as of the
effective date of this Service Agreement, the contract(s) between the
parties hereto as described below:
None
6 800424<PAGE>
SERVICE AGREEMENT
FOR RATE SCHEDULE CDS
(Continued)
IN WITNESS WHEREOF, the parties hereto have caused this
Service Agreement to be signed by their respective Presidents, Vice
Presidents or other duly authorized agents and their respective corporate
seals to be hereto affixed and attested by their respective Secretaries
or Assistant Secretaries, the day and year first above written.
TEXAS EASTERN TRANSMISSION CORPORATION
By Robert B. Evans
----------------------------------
Vice President
ATTEST:
Robert W. Reed
-------------------------
Corporate Secretary
CONNECTICUT NATURAL GAS CORPORATION
By Edna M. Karanian
--------------------------------
ATTEST:
R. L. Babcock
-----------------------
7 800424<PAGE>
<TABLE>
<CAPTION>
Contract #: 800424
EXHIBIT A, TRANSPORTATION PATHS
FOR BILLING PURPOSES, DATED ,
TO THE SERVICE AGREEMENT UNDER RATE SCHEDULE CDS
BETWEEN TEXAS EASTERN TRANSMISSION CORPORATION ("Pipeline"), AND
CONNECTICUT NATURAL GAS CORPORATION ("Customer"),
DATED :
(1) Customer's firm Point(s) of Receipt:
<C> <S> <C> <C> <C> <C>
Maximum Daily Receipt
Obligation (plus
Point of Applicable Measurement
Receipt Description Shrinkage) (dth) Responsi-bilities Owner Operator
------------ -------------------------------- -------------------- -------------- --------- ------------
None
</TABLE>
(2) Customer shall have Pipeline's Master Receipt Point List
("MRPL"). Customer hereby agrees that Pipeline's MRPL as
revised and published by Pipeline from time to time is
incorporated herein by reference.
Customer hereby agrees to comply with the Receipt Pressure Obligation as
set forth in Section 6 of Pipeline's General Terms and Conditions at
such Point(s) of Receipt.
Transportation
Transportation Path Path Quantity (Dth/D)
------------------- ---------------------
M3 to M3 851
SIGNED FOR IDENTIFICATION
PIPELINE: _________________________
CUSTOMER: __________________________
A-1 800424<PAGE>
Contract #: 800424
EXHIBIT A, TRANSPORTATION PATHS, Continued
CONNECTICUT NATURAL GAS CORPORATION
SUPERSEDES EXHIBIT A DATED: _________
A-2 800424<PAGE>
<TABLE>
<CAPTION>
Contract #:800424
EXHIBIT B, POINT(S) OF DELIVERY, DATED ,
TO THE SERVICE AGREEMENT UNDER RATE SCHEDULE CDS
BETWEEN TEXAS EASTERN TRANSMISSION CORPORATION ("Pipeline"), AND
CONNECTICUT NATURAL GAS CORPORATION ("Customer"),
DATED :
<C> <S> <C> <C> <C> <C> <C>
Maximum Daily
Delivery Delivery Measurement
Point of Obligation Pressure Responsi-
Delivery Description ---------- Obligation bilities Owner Operator
--------- ------------------------- (dth) ---------- ----------- -------- --------
1.70087 ALGONQUIN - LAMBERTVILLE, NJ 365 AS REQUESTED TX EAST TRAN TX EAST TRAN ALGONQUIN
HUNTERDON CO. CO., NJ BY CUSTOMER,
NOT TO EXCEED
750 POUNDS PER
SQUARE GAUGE
2.71078 ALGONQUIN - HANOVER, NJ 486 AS REQUESTED TX EAST TRAN TX EAST TRAN ALGONQUIN
MORRIS CO. CO., NJ BY CUSTOMER,
NOT TO
EXCEED750
POUNDS PER
SQUARE GAUGE
3.79823 AGT-CONNECTICUT NATURAL FOR 0 N/A N/A N/A N/A
NOMINATION PURPOSES
</TABLE>
provided, however, that until changed by a subsequent Agreement between
Pipeline and Customer, Pipeline's aggregate maximum daily delivery
obligations under this and all other firm Service Agreements existing
between Pipeline and Customer, shall in no event exceed the following:
B-1 800424<PAGE>
<TABLE>
<CAPTION>
Contract #: 800424
EXHIBIT B, POINT(S) OF DELIVERY (Continued)
CONNECTICUT NATURAL GAS CORPORATION
<S> <C>
Aggregate Maximum Daily
Point of Delivery Delivery Obligation (dth)
------------------- -------------------------
No. 1 54,617
No. 2 31,626
</TABLE>
SIGNED FOR IDENTIFICATION
PIPELINE:
CUSTOMER:
SUPERSEDES EXHIBIT B DATED
B-2 800424<PAGE>
<TABLE>
<CAPTION>
EXHIBIT 11
CONNECTICUT NATURAL GAS CORPORATION AND SUBSIDIARIES
-----------------------------------------------------
COMPUTATION OF CONSOLIDATED PRIMARY AND FULLY DILUTED EARNINGS PER SHARE
-------------------------------------------------------------------------
(Thousands of Dollars Except for Shares and Per Share Date)
Fiscal Year Ended September 30,
--------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1996 1995 1994 1993 1992
---------- ---------- ---------- ---------- ----------
Net income applicable to common stock:
Income $ 18,995 $ 17,019 $ 17,703 $ 16,855 $ 15,265
Less-Preferred stock dividends 63 62 66 67 68
---------- ---------- ---------- ---------- ----------
Net income applicable to common stock $ 18,932 $ 16,957 $ 17,637 $ 16,788 $ 15,197
========== ========== ========== ========== ==========
Weighted average number of shares of common
stock outstanding during the year (1) 10,146,932 9,926,980 9,539,695 9,527,772 8,704,897
========== ========== ========== ========== ==========
Net income per share of common stock -
primary and fully diluted (1) $1.87 $1.71 $1.85 $1.76 $1.75
===== ===== ===== ===== =====
<FN>
NOTE:
(1) The Company has no common stock equivalents. Therefore, no adjustments to the weighted average number of shares of
common stock outstanding during any of the years reflected in this exhibit are necessary in order to calculate either
primary or fully diluted earnings per share. For this reason primary and fully diluted earnings per share are the
same in each year.
(2) Changes in accounting include a change in the method of accounting for municipal property taxes in 1991.
</TABLE>
<PAGE>
EXHIBIT 21
CONNECTICUT NATURAL GAS CORPORATION AND SUBSIDIARIES
----------------------------------------------------
SUBSIDIARIES OF THE REGISTRANT
------------------------------
<TABLE>
<S> <C> <C>
Percentage of Voting
Incorporated Under Securities Owned By
Name of Subsidiary Laws of Immediate Parent
------------------ ------------------ --------------------
The Energy Network, Inc.("TEN")(1) Connecticut 100%
The Hartford Steam Company Connecticut 100%
ENServe, Incorporated Connecticut 100%
ENI Gas Services, Inc. Connecticut 100%
TEN Transmission Company Connecticut 100%
CNG Realty Corp. Connecticut 100%
CTG Resources, Inc. (2) Connecticut 100%
The Greenwich Gas System, Inc. (3) Connecticut 100%
<FN>
(1) Formerly Energy Networks, Inc. - The Hartford Steam Company, ENServe,
Incorporated, ENI Gas Services, Inc. and TEN Transmission Company, formerly ENI
Transmission Company, are wholly owned subsidiaries of TEN at September 30, 1996.
(2) CTG Resources, Inc.: Formed, November 1996
(3) The Greenwich Gas System, Inc.: inactive.
</TABLE>
<PAGE>
EXHIBIT 23
ARTHUR ANDERSEN LLP
Hartford, Connecticut
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
As independent public accountants, we hereby consent to the
incorporation of our report included in this Form 10-K, into the Company's
previously filed Registration Statement on Form S-8 (Registration Statement
No. 33-54643) concerning its Employee Savings Plan, Registration Statement
on Form S-8 (Registration Statement No. 33-54653) concerning its Union
Employee Savings Plan, Registration Statement on Form S-3 (Registration
Statement No.33-38087) concerning its Automatic Dividend Reinvestment Plan
and CTG Resouces, Inc. Form S-4 (Registration Statement No. 333-16297)
Prospectus/Proxy concerning the Company's proposed reorganization into a
holding company.
S/ Arthur Andersen LLP
--------------------------
(ARTHUR ANDERSEN LLP)
Hartford, Connecticut
December 19, 1996
<PAGE>
Exhibit 24
Page 1 of 1
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned does
hereby appoint and constitute Reginald L. Babcock as his or her agent and
attorney-in-fact to execute in his or her name, place and stead (whether on
behalf of the undersigned individually or as a director of Connecticut
Natural Gas Corporation or otherwise) the Annual Report on Form 10-K of
Connecticut Natural Gas Corporation respecting its fiscal year ended
September 30, 1996 and any and all amendments thereto and to file such Form
10-K and any such amendments thereto with the Securities and Exchange
Commission. Said attorney shall have the power to act hereunder.
IN WITNESS WHEREOF, the undersigned have executed this instrument this
26th day of November, 1996.
S/ Bessye W. Bennett S/ Denis F. Mullane
------------------------------------ ------------------------------------
(Bessye W. Bennett) (Denis F. Mullane)
Director Director
S/ James F. English, Jr. S/ Richard J. Shima
------------------------------------ ------------------------------------
(James F. English, Jr.) (Richard J. Shima)
Director Director
S/ Herman J. Fonteyne S/ Laurence A. Tanner
------------------------------------ ------------------------------------
(Herman J. Fonteyne) (Laurence A. Tanner)
Director Director
S/ Beverly L. Hamilton S/ DeRoy C. Thomas
------------------------------------ ------------------------------------
(Beverly L. Hamilton) (DeRoy C. Thomas)
Director Director
S/ Harvey S. Levenson S/ Michael W. Tomasso
------------------------------------ ------------------------------------
(Harvey S. Levenson) (Michael W. Tomasso)
Director Director
<PAGE>
<TABLE> <S> <C>
<ARTICLE> UT
<LEGEND> THIS SCHEDULE CONTAINS
SUMMARY FINANCIAL
INFORMATION EXTRACTED FROM
THE CONSOLIDATED BALANCE
SHEETS, STATEMENTS OF
INCOME, STATEMENTS OF
CASHFLOWS AND STATEMENTS OF
CAPITALIZATION AND IS
QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH
FINANCIAL STATEMENTS
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> SEP-30-1996
<PERIOD-START> OCT-01-1995
<PERIOD-END> SEP-30-1996
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 283,947
<OTHER-PROPERTY-AND-INVEST> 51,719
<TOTAL-CURRENT-ASSETS> 64,616
<TOTAL-DEFERRED-CHARGES> 66,697
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 466,979
<COMMON> 32,469
<CAPITAL-SURPLUS-PAID-IN> 87,387
<RETAINED-EARNINGS> 49,026
<TOTAL-COMMON-STOCKHOLDERS-EQ> 168,882
0
899
<LONG-TERM-DEBT-NET> 136,432
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 13,968
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 146,798
<TOT-CAPITALIZATION-AND-LIAB> 466,979
<GROSS-OPERATING-REVENUE> 315,363
<INCOME-TAX-EXPENSE> 15,479
<OTHER-OPERATING-EXPENSES> 269,380
<TOTAL-OPERATING-EXPENSES> 284,859
<OPERATING-INCOME-LOSS> 30,504
<OTHER-INCOME-NET> 2,206
<INCOME-BEFORE-INTEREST-EXPEN> 32,710
<TOTAL-INTEREST-EXPENSE> 13,715
<NET-INCOME> 18,995
63
<EARNINGS-AVAILABLE-FOR-COMM> 18,932
<COMMON-STOCK-DIVIDENDS> 15,428
<TOTAL-INTEREST-ON-BONDS> 3,157
<CASH-FLOW-OPERATIONS> 39,175
<EPS-PRIMARY> 1.87
<EPS-DILUTED> 1.87
<PAGE>
</TABLE>
CONNECTICUT NATURAL GAS CORPORATION
-----------------------------------
EMPLOYEE SAVINGS PLAN
---------------------
FINANCIAL STATEMENTS AND SCHEDULES
----------------------------------
AS OF DECEMBER 31, 1995, 1994 AND 1993
--------------------------------------
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, 1995 2
Statement of Net Assets Available for Benefits
with Fund Information as of December 31, 1994 4
Statement of Changes in Net Assets Available for Benefits
with Fund Information for the Year Ended December 31, 1995 5
Statement of Changes in Net Assets Available for Benefits
with Fund Information for the Year Ended December 31, 1994 7
Statement of Changes in Net Assets Available for Benefits
with Fund Information for the Year Ended December 31, 1993 8
Notes to Financial Statements and Schedules 9
Schedules:
Schedule I - Item 27a - Schedule of Assets Held for Investment
Purposes as of December 31, 1995 14
Schedule II - Item 27d - Schedule of Reportable Transactions for
the Year Ended December 31, 1995 15
All schedules, except those as set forth above, are omitted as not
applicable or not required.
<PAGE>
<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, 1995 and 1994, 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, 1995. 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, 1995 and 1994, 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, 1995, in conformity with
generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of
assets held for investment purposes and reportable transactions are
presented for purposes of additional analysis and are not a required part
of the basic financial statements but are supplementary information
required by the Department of Labor's Rules and Regulations for Reporting
and Disclosure under the Employee Retirement Income Security Act of 1974.
The supplemental schedules have been subjected to the auditing procedures
applied in the audits of the basic financial statements for the year ended
December 31, 1995 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
June 24, 1996<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, 1995
------------------------
Participant Directed
---------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
The Putnam
Putnam Fiduciary The George Fund for Putnam Putnam
Trust Company Putnam Fund Growth and Vista Overseas
Stable Value Fund of Boston Income Fund Growth Fund
---------------- ------------ ---------- ---------- -----------
Assets
------
Investments, at
current value $ 1,179,925 $ 3,170,234 $ 4,759,631 $ 754,331 $ 227,244
----------- ----------- ----------- ----------- -----------
Cash and temporary
investments - - - - -
----------- ----------- ----------- ----------- -----------
Accounts receivable:
Connecticut
Natural Gas Corp. - - - - -
Employees 3,379 13,332 27,755 11,074 2,432
----------- ----------- ----------- ----------- -----------
3,379 13,332 27,755 11,074 2,432
----------- ----------- ----------- ----------- -----------
Total Assets 1,183,304 3,183,566 4,787,386 765,405 229,676
----------- ----------- ----------- ----------- -----------
Liabilities
-----------
Accounts payable to
broker - - - - -
----------- ----------- ----------- ----------- ----------- <PAGE>
Net Assets
Available for
Plan Benefits $ 1,183,304 $ 3,183,566 $ 4,787,386 $ 765,405 $ 229,676
=========== =========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of this financial statement.<PAGE>
-3-
<TABLE>
<CAPTION>
CONNECTICUT NATURAL GAS CORPORATION
-----------------------------------
EMPLOYEE SAVINGS PLAN
---------------------
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
--------------------------------------------------------------------
AS OF DECEMBER 31, 1995
------------------------
<S> <C> <C> <C> <C>
Non-
Participant
Participant Directed Directed
-------------------- -----------
Putnam Common Common
Income Stock Stock
Fund Fund Fund Total
---------- ---------- ---------- --------
Assets
------
Investments, at
current value $ 161,811 $ 2,151,168 $ 7,302,281 $19,706,625
----------- ----------- ----------- -----------
Cash and temporary
investments - 35,959 115,485 151,444
----------- ----------- ----------- -----------
Accounts receivable:
Connecticut
Natural Gas Corp. - - 36,558 36,558
Employees 847 4,430 - 63,249
----------- ----------- ----------- -----------
847 4,430 36,558 99,807
----------- ----------- ----------- -----------
Total Assets 162,658 2,191,557 7,454,324 19,957,876
----------- ----------- ----------- -----------
Liabilities
-----------
Accounts payable to
broker - (35,318) (113,764) (149,082)
----------- ----------- ----------- -----------
Net Assets
Available for
Plan Benefits $ 162,658 $ 2,156,239 $ 7,340,560 $19,808,794
=========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of this financial statement.
-4-
<TABLE>
<CAPTION>
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
---------- ----------- ----------- ----------- ----------- ----------- ----------- <PAGE>
Accounts receivable:
Connecticut
Natural Gas Corp. - - - - - 41,306 41,306
Employees 3,805 6,091 17,798 35,505 7,996 - 71,195
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)
---------- ----------- ----------- ----------- ----------- ----------- -----------
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.
-5-
<TABLE>
<CAPTION>
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, 1995
-------------------------------------
Participant Directed
-----------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Putnam
Fiduciary The Putnam
Trust Company Putnam U.S. The George Fund for Putnam
Stable Value Government Putnam Fund Growth and Vista
Fund Income Trust of Boston Income Fund
------------- -------------------------- ----------- ----------
Additions to net assets
attributed to:
Dividends and interest income $ 66,142 $ 79,432 $ 237,487 $ 314,524 $ 38,861
---------- ----------- ----------- ----------- -----------
Realized gains
(losses), net - 87,221 88,744 160,068 672
---------- ----------- ----------- ----------- -----------
Unrealized appreciation
(depreciation) of investments - (9,024) 427,496 777,724 (12,240)
---------- ----------- ----------- ----------- -----------
Contributions:
Employees 56,824 69,103 232,176 450,914 11,074
Employer - - - - -
---------- ----------- ----------- ----------- -----------
Total contributions 56,824 69,103 232,176 450,914 11,074
---------- ----------- ----------- ----------- -----------
Transfers, net 345,106 (1,154,001) (53,943) 51,678 727,678
---------- ----------- ----------- ----------- -----------
Other, net - - - - -
---------- ----------- ----------- ----------- ------------
Total additions (deductions) 468,072 (927,269) 931,960 1,754,908 766,045
---------- ----------- ----------- ----------- -----------
Deductions from net assets
attributed to:
Benefits paid to participants (434,158) (151,101) (242,087) (280,196) (640)
---------- ----------- ----------- ----------- -----------
Net increase (decrease) 33,914 (1,078,370) 689,873 1,474,712 765,405
---------- ----------- ----------- ----------- -----------
Net Assets Available
for Plan Benefits:
Beginning of year 1,149,390 1,078,370 2,493,693 3,312,674 -
---------- ----------- ----------- ----------- -----------
End of year $1,183,304 $ - $ 3,183,566 $ 4,787,386 $ 765,405
========== =========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of this financial statement.
-6-
<TABLE>
<CAPTION>
CONNECTICUT NATURAL GAS CORPORATION<PAGE>
----------------------------------
EMPLOYEE SAVINGS PLAN
---------------------
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
-------------------------------------------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1995
-------------------------------------
Non-
Participant
Participant Directed Directed
------------------------------------- -----------
<S> <C> <C> <C> <C> <C>
Putnam Putnam Common Common
Overseas Income Stock Stock
Growth Fund Fund Fund Fund Total
----------- ----------- ---------- ---------- ----------
Additions to net assets
attributed to:
Dividends and interest income $ 2,076 $ 470 $ 147,466 $ 452,733 $ 1,339,191
----------- ----------- ----------- ----------- -----------
Realized gains
(losses), net 89 278 (31,712) (84,982) 220,378
----------- ----------- ----------- ----------- -----------
Unrealized appreciation
(depreciation) of investments 839 1,111 (97,147) (246,344) 842,415
----------- ----------- ----------- ----------- -----------
Contributions:
Employees 2,432 847 91,652 - 915,022
Employer - - - 482,636 482,636
----------- ----------- ----------- ----------- -----------
Total contributions 2,432 847 91,652 482,636 1,397,658
----------- ----------- ----------- ----------- -----------
Transfers, net 224,270 160,191 (279,647) 10,500 31,832
----------- ----------- ----------- ----------- -----------
Other, net - - 217 582 799
----------- ----------- ------------ ----------- -----------
Total additions (deductions) 229,706 162,897 (169,171) 615,125 3,832,273
----------- ----------- ----------- ----------- -----------
Deductions from net assets
attributed to:
Benefits paid to participants (30) (239) (413,662) (614,720) (2,136,833)
----------- ----------- ----------- ----------- -----------
Net increase (decrease) 229,676 162,658 (582,833) 405 1,695,440
----------- ----------- ----------- ----------- ----------- <PAGE>
Net Assets Available
for Plan Benefits:
Beginning of year - - 2,739,072 7,340,155 18,113,354
----------- ----------- ----------- ----------- -----------
End of year $ 229,676 $ 162,658 $ 2,156,239 $ 7,340,560 $19,808,794
=========== =========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of this financial statement.
<TABLE>
<CAPTION>
-7-
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)
---------- ----------- ----------- ----------- ----------- ----------- ----------- <PAGE>
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>
-8-
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
Trust The Putnam
Fixed Company Putnam U.S. The George Fund for Common Common
Income Stable Government Putnam Fund Growth and Stock Stock
Fund Value 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)
----------- ---------- ----------- ----------- ----------- ---------- ----------- ---------- <PAGE>
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>
-9-
CONNECTICUT NATURAL GAS CORPORATION
-----------------------------------
EMPLOYEE SAVINGS PLAN
---------------------
NOTES TO FINANCIAL STATEMENTS AND SCHEDULES
-------------------------------------------
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,
1995 and 1994 were 287 and 296, 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 26% of basic earnings as savings contributions to their
accounts during each year, subject to the limits under Section 415
of the IRC.
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>
-10-
As of December 31, 1995, if an employee's:
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
d. Investment Options -
------------------
Plan participants direct their contributions among various
investment options 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) PUTNAM VISTA FUND - This mutual fund seeks to invest in a
variety of stocks of mostly medium-sized companies, widely
traded larger companies and, small, less well-known companies
that have the potential for above-average growth.
(6) PUTNAM OVERSEAS GROWTH FUND - This mutual fund seeks
appreciation of investments through a diversified collection of
stocks in companies located outside North America.
(7) PUTNAM INCOME FUND - This mutual fund invests in a variety of
bonds with an emphasis on corporate bonds and selected below-
investment-grade bonds.
(8) 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.
The Putnam Income Fund, Putnam Overseas Growth Fund, and Putnam
Vista Fund were added as investment options on December 6, 1995, and
at the same time the Putnam U.S. Government Income Trust was
eliminated as an option. Plan participants were required to move
any money invested in the latter fund to one of the other investment
options by December 22, 1995.<PAGE>
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.<PAGE>
-11-
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:
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
Participants also become fully vested in their Company matching
contribution account if any one of the following occurs:
(1) Death
(2) Disability
(3) Attainment of age 65 (normal retirement date)
(4) Total or partial termination of the Plan
(5) Discontinuance of Company contributions to the Plan
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.
h. Use of Estimates in the Preparation of Financial Statements -
-----------------------------------------------------------
The preparation of financial statements in conformity with generally
accepted accounting principles and the Department of Labor Rules and
Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974 requires management to make
estimates and assumptions that affect the reported amounts of assets
and liabilities at the date of the financial statements and the
reported amounts of income and expense during the reporting period.
-12-
Actual results could differ from those estimates.
i. Reclassification -
----------------
Certain prior year amounts have been reclassified to conform with the
current year presentation.
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
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 existing investment funds described in Note 1
were completed based upon investment elections made by the Plan's
participants.
3. Summary of Significant Accounting Policies:
------------------------------------------
a. Basis of Accounting -
-------------------
The accompanying financial statements are prepared on the accrual
basis of accounting.
b. Income Recognition -
------------------
Dividend income is recorded on the ex-dividend date. Interest
income is recorded as earned on the accrual basis.
c. Investment Valuation -
--------------------
The Plan's investments are reflected at current value. The shares
of the Common Stock Fund and the Putnam mutual funds owned by the
Plan, with the exception of the PFTC 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 1995, 1994, and 1993 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
-13-
19, 1995. The Plan Administrator and management believe that during
1995, 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, 1995.
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, 1995 and 1994 are as follows:
1995:
Connecticut Natural Gas Corporation
common stock $ 9,453,449
The Putnam Fund for Growth and Income 4,759,631
The George Putnam Fund of Boston 3,170,234
Putnam Fiduciary Trust Company Stable
Value Fund 1,179,925
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
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>
-14-
<TABLE>
<CAPTION>
Schedule I
EIN 06-0383860
PN 007
CONNECTICUT NATURAL GAS CORPORATION
-----------------------------------
EMPLOYEE SAVINGS PLAN
---------------------
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
----------------------------------------------------------
AS OF DECEMBER 31, 1995
------------------------
<C> <S> <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 $ 1,179,925 $ 1,179,925
----------- -----------
*The George Putnam Fund of Boston Mutual fund comprised of
common stocks and bonds 2,877,568 3,170,234
----------- -----------
*The Putnam Fund for Growth and Income Mutual fund comprised of
common stocks 4,071,703 4,759,631
----------- -----------
*Putnam Vista Fund Mutual fund comprised of
common stocks 765,240 754,331
----------- -----------
*Putnam Overseas Growth Fund Mutual fund comprised of
common stocks 226,375 227,244
----------- -----------
*Putnam Income Fund Mutual fund comprised of
bonds 160,427 161,811
----------- -----------
Participant directed-
*Connecticut Natural Gas Corporation Common stock 1,870,431 2,151,168
*Boston Safe Company Daily Liquidity Fund 35,959 35,959
----------- -----------
1,906,390 2,187,127
----------- -----------
Non-participant directed -
*Connecticut Natural Gas Corporation Common stock 6,350,326 7,302,281
*Boston Safe Company Daily Liquidity Fund 115,485 115,485
----------- -----------
6,465,811 7,417,766
----------- -----------
Total Common Stock Fund 8,372,201 9,604,893
----------- -----------
Total Investments $17,653,439 $19,858,069
=========== ===========
</TABLE>
*Represents a party-in-interest for the year ended December 31, 1995.
The accompanying notes are an integral part of this schedule.
-15-
<TABLE>
<CAPTION>
Schedule II
EIN 06-0383860
PN 007
Page 1 of 2
CONNECTICUT NATURAL GAS CORPORATION
-----------------------------------
EMPLOYEE SAVINGS PLAN
---------------------
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
----------------------------------------------<PAGE>
FOR THE YEAR ENDED DECEMBER 31, 1995
------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Expense
Identity of Description Number of Purchase Selling Lease Incurred With
Party Involved of Asset Transactions Price Price Rental Transaction
-------------- -------- ------------ --------- --------- ------- -----------
Putnam Fiduciary Trust Fund comprised of 74 $ 648,914 $ - $ - $ -
Company Stable Value investment contracts 35 - 619,852 - -
Fund
Putnam U.S. Government Mutual fund comprised 37 183,205 - - -
Income Trust of U.S. Government 104 - 1,333,749 - -
securities
The George Putnam Mutual fund comprised 56 689,588 - - -
Fund of Boston of common stocks and 59 - 512,098 - -
bonds
The Putnam Fund for Mutual fund comprised 78 1,288,728 - - -
Growth and Income of common stocks 67 - 744,904 - -
Connecticut Natural 25 1,225,492 - - -
Gas Corporation Common stock 77 - 1,350,098 - -
</TABLE>
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.
The accompanying notes are an integral part of this schedule.
<TABLE>
<CAPTION>
-16-
Schedule II<PAGE>
EIN 06-0383860
PN 007
Page 2 of 2
CONNECTICUT NATURAL GAS CORPORATION
-----------------------------------
EMPLOYEE SAVINGS PLAN
---------------------
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
----------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1995
------------------------------------
<S> <C> <C> <C> <C>
Current Value
of Asset on
Identity of Description Cost of Transaction Net Gain
Party Involved of Asset Asset Date or (Loss)
-------------- -------- --------- ----------- --------
Putnam Fiduciary Trust Fund comprised of $ - $ 648,914 $ -
Company Stable Value investment contracts 619,852 619,852 -
Fund
Putnam U.S. Government Mutual fund comprised - 183,205 -
Income Trust of U.S. Government 1,372,008 1,333,749 (38,259)
securities
The George Putnam Mutual fund comprised - 689,588 -
Fund of Boston of common stocks and 452,882 512,098 59,216
bonds
The Putnam Fund for Mutual fund comprised - 1,288,728 -
Growth and Income of common stocks 621,059 744,904 123,845
Connecticut Natural - 1,255,492 -
Gas Corporation Common stock 1,243,135 1,350,098 106,963
</TABLE>
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.
The accompanying notes are an integral part of this schedule.
<PAGE>
