AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 1, 1996
REGISTRATION NO. 33-
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SECURITIES AND EXCHANGE COMMISSION
FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
CONNECTICUT NATURAL GAS CORPORATION
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(EXACT NAME OF COMPANY AS SPECIFIED IN ITS CHARTER)
CONNECTICUT 06-0383860
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(STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
100 COLUMBUS BOULEVARD
HARTFORD, CONNECTICUT 06103
(860) 727-3000
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(ADDRESS AND TELEPHONE NUMBER OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
JAMES P. BOLDUC, SENIOR VICE PRESIDENT - FINANCIAL SERVICES
AND CHIEF FINANCIAL OFFICER
100 COLUMBUS BOULEVARD, HARTFORD, CONNECTICUT 06103
(860) 727-3424
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(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
COPIES TO:
Willard F. Pinney, Jr. Kathleen S. Schoene
Murtha, Cullina, Richter and Pinney Peper, Martin, Jensen, Maichel
185 Asylum Street and Hetlage
Hartford, Connecticut 06103-3469 720 Olive Street, 24th Floor
(860) 240-6016 St. Louis, Missouri 63101
(314) 421-3850
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon
as practicable after this Registration Statement becomes effective.
If the only securities being registered in this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering. / /____
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. / /____
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
==========================================================================================
<S> <C> <C> <C> <C>
PROPOSED
PROPOSED MAXIMUM
AMOUNT MAXIMUM AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF TO BE OFFERING PRICE OFFERING REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED PER UNIT(1) PRICE(1) FEE
------------------------------------------------------------------------------------------
Common Stock (par value $3.125
per share)...... 700,000 shares $23.8125 $16,668,750 $5,748
==========================================================================================
<FN>
(1) Estimated solely for the purpose of calculating the registration fee.
Based on the average of the high and low prices (as reported by Spear,
Leeds, Kellogg) of the Common Stock on the New York Stock Exchange
(Composite Transactions) on April 30, 1996.
</TABLE>
--------------
THE COMPANY HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE COMPANY
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSIONER ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
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<PAGE>
SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED MAY 1, 1996
640,000 SHARES
(LOGO)
CONNECTICUT NATURAL GAS CORPORATION
COMMON STOCK
--------------
Outstanding shares of the Common Stock of Connecticut Natural Gas
Corporation are, and the shares of Common Stock offered hereby will be,
listed on the New York Stock Exchange under the symbol "CTG". The reported
closing price of the Common Stock on such Exchange on April 30, 1996 was
$23 3/4 per share.
--------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE COMMISSION NOR HAS THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
<TABLE>
<CAPTION>
===================================================================================
<S> <C> <C> <C>
Underwriting
Price to Discounts and Proceeds to
Public Commissions (1) Company (2)
-----------------------------------------------------------------------------------
Per Share................ $ $ $
-----------------------------------------------------------------------------------
Total (3)................ $ $ $
===================================================================================
<FN>
(1) See "Underwriting."
(2) Before deducting expenses estimated at $ , which are payable by
the Company.
(3) The Company has granted the Underwriters an option to purchase up to an
additional 60,000 shares within 30 days of the date of this Prospectus
solely to cover over-allotments. If such option is exercised in full,
the Total Price to Public, Underwriting Discounts and Commissions and
Proceeds to Company will be $ , $ and $ ,
respectively. See "Underwriting."
</TABLE>
--------------
The shares of Common Stock are offered by the Underwriters, subject to
prior sale, when, as and if delivered to and accepted by the Underwriters,
and subject to their right to reject orders in whole or in part. It is
expected that delivery of the Common Stock will be made at the offices of
A.G. Edwards & Sons, Inc. on or about , 1996.
A.G. Edwards & Sons, Inc. Edward D. Jones & Co.
---------------
THE DATE OF THIS PROSPECTUS IS , 1996
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD
NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION
STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN
OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE
ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER,
SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR
QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.<PAGE>
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON
STOCK OF THE COMPANY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN
THE OPEN MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON THE NEW YORK STOCK
EXCHANGE, IN THE OVER-THE-COUNTER MARKET OR OTHERWISE. SUCH STABILIZING, IF
COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
--------------
COMPANY FRANCHISE AREAS
(MAP)
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 ("1934 Act") and in accordance therewith
files reports and other information with the Securities and Exchange
Commission ("SEC"). Reports, proxy statements and other information filed
by the Company can be inspected and copied at the public reference
facilities of the SEC, Judiciary Plaza, 450 Fifth Street, N.W., Washington,
D.C. 20549, as well as the following Regional Offices: 7 World Trade Center,
Suite 1300, New York, New York 10048; and Northwestern Atrium Center, 500
West Madison Street, Suite 1400, Chicago, Illinois 60661-2511. Such
material can also be inspected at the New York Stock Exchange. Copies can
be obtained by mail at prescribed rates. Requests should be directed to the
SEC's Public Reference Section, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D. C. 20549.
- 2 -
<PAGE>
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PROSPECTUS SUMMARY
The following summary is qualified in its entirety by the information
appearing elsewhere in this Prospectus and by the more detailed information
and consolidated financial statements and notes thereto which have been
incorporated by reference herein. (See "Incorporation of Certain Documents
by Reference.") Unless indicated otherwise, the information in this
Prospectus assumes that the Underwriters' over-allotment option is not
exercised.
THE COMPANY
Connecticut Natural Gas Corporation (the "Company"), a Connecticut
corporation organized in 1848, is a public utility engaged primarily in the
distribution and sale of natural gas in Hartford and 20 other cities and
towns in Central Connecticut and in Greenwich, Connecticut. The Company
provides gas service to approximately 140,000 customers. The Company's
subsidiary operations also provide other energy related products and
services in downtown Hartford and throughout New England. During the twelve
months ended March 31, 1996 gas operating revenues accounted for
approximately 93% of total operating revenues and were comprised of
approximately 53% residential, 35% commercial and industrial (including
cogeneration), 11% off-system sales and 1% transportation throughput.
<TABLE>
<CAPTION>
THE OFFERING
<S> <C>
Common Stock offered by the Company......... 640,000 shares
Common Stock outstanding after the
offering(a)............................ 10,570,480 shares
NYSE symbol................................. CTG
1996 price range (through April 30,
1996).................................. $22 3/4 to $24 5/8
Closing price on April 30, 1996............. $23 3/4
Current indicated annual dividend rate...... $1.48
Book value per share on March 31, 1996...... $16.56
Use of proceeds.......................... To fund current year construction and provide
working capital
<FN>
(a) Based on the number of shares outstanding as of March 31, 1996.
</TABLE>
<TABLE>
<CAPTION>
SUMMARY CONSOLIDATED FINANCIAL INFORMATION
(in thousands, except per share data)
TWELVE
MONTHS
ENDED
FISCAL YEARS ENDED SEPTEMBER 30, MARCH 31,
-------------------------------- 1996
<S> <C> <C> <C> <C>
1993 1994 1995 (UNAUDITED)
INCOME STATEMENT: ---- ---- ---- ---------
Operating Revenues.................... $ 265,337 $ 290,662 $ 275,185 $ 314,182
Operating Income ..................... $ 28,186 $ 30,912 $ 29,159 $ 31,724
Net Income Applicable to Common Stock $ 16,788 $ 17,637 $ 16,957 $ 20,011
Earnings Per Average Common Share..... $ 1.76 $ 1.85 $ 1.71 $ 2.01
Dividends Paid Per Common Share....... $ 1.46 $ 1.48 $ 1.48 $ 1.48
</TABLE>
<TABLE>
<CAPTION>
MARCH 31, 1996 (UNAUDITED)
---------------------------------------------------
<S> <C> <C> <C> <C>
ACTUAL PERCENTAGE AS ADJUSTED(a) PERCENTAGE
CAPITALIZATION: ------ ---------- -------------- ----------
Long-Term Debt (excluding current
maturities)...................... $ 149,372 47.4% $ 149,372 45.3%
Preferred Stock, Not Subject to
Mandatory Redemption............. 902 0.3 902 0.3
Common Stock Equity................. 164,852 52.3 179,330 54.4
--------- ----- --------- -----
Total Capitalization................ $ 315,126 100.0% $ 329,604 100.0%
========= ===== ========= =====
Short-Term Debt (b)................. $ 3,923 $ 3,923
========= =========
-------
<FN>
(a) Adjusted for the proposed issuance of the Common Stock offered hereby
at an assumed offering price of $23 3/4 and the use of proceeds
resulting therefrom. (See "Use of Proceeds")
(b) Current portion of long-term debt. There was no short-term debt
outstanding at March 31, 1996.
</TABLE>
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- 3 -
<PAGE>
THE COMPANY
Connecticut Natural Gas Corporation (the "Company"), a Connecticut
corporation organized in 1848, is a public utility engaged primarily in the
distribution and sale of natural gas in Hartford and 20 other cities and
towns in Central Connecticut and in Greenwich, Connecticut. The Company
provides gas service to approximately 140,000 customers. During the twelve
months ended March 31, 1996 gas operating revenues accounted for
approximately 93% of total operating revenues and were comprised of
approximately 53% residential,35% commercial and industrial (including
cogeneration), 11% off-system sales and 1% transportation throughput.
The Company has three wholly-owned subsidiaries: Energy Networks
Incorporated ("ENI"), CNG Realty Corp. ("CNGR") and ENI Transmission
Company ("ENIT").
ENI is the Company's principal nonregulated subsidiary. ENI, and its
wholly-owned subsidiary, The Hartford Steam Company, are primarily engaged
in providing steam and hot water for heating and chilled water for cooling
to a significant number of large buildings in the downtown and capitol
areas of Hartford, Connecticut through an underground pipe system. ENI's
wholly-owned subsidiary, ENServe Corporation, offers residential,
commercial and industrial energy management services and heating and
cooling equipment and installations throughout Connecticut. ENI's wholly-
owned subsidiary, ENI Gas Services, Inc., owns the Company's one-third
interest in the KBC Energy Services of New England ("KBC") joint venture
partnership. 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.
CNGR is a single purpose corporation which owns the Company's Operating
and Administrative Center located in downtown Hartford, Connecticut. This
facility is leased to the Company. ENIT owns the Company's 4.87% share in
the Iroquois Gas Transmission System Partnership ("Iroquois"). Iroquois
operates a natural gas pipeline that first delivered gas in December, 1991
and reached full operations in 1992 (See "Recent Developments").
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. Under Connecticut law, the Company's subsidiaries
are not public service companies and consequently are not subject to
regulation by the DPUC. The regulation of interstate sales of natural gas
is under the jurisdiction of the Federal Energy Regulatory Commission.
The Company's headquarters are located in its Operating and
Administrative Center, 100 Columbus Boulevard, Hartford, Connecticut 06103;
telephone number (860) 727-3000.
SEASONALITY
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. Accordingly, earnings are highest during the
first quarter (ending in December) and the second quarter (ending in March)
of the fiscal year. The third and fourth quarters frequently show a net
loss. Approximately 15.9%, 17.2% and 18.2% of each fiscal year's operating
revenues were realized during the third quarter of 1993, 1994 and 1995,
respectively, and the Company recorded net income of $.01 in the third
quarter of 1993 and net losses of $.10 and $.06, per share, respectively in
the third quarter of 1994 and 1995.
- 4 -
<PAGE>
COMPETITIVE ENVIRONMENT
In recent years, the natural gas industry has undergone structural
changes in response to Federal regulatory policy intended to increase
competition. In 1992, the Federal Energy Regulatory Commission (the
"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. 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.
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 distribution companies ("LDCs"). The LDCs
purchased the gas and transportation services from the pipeline companies.
To bring natural gas into a competitive open market, the FERC demanded that
the pipelines separate or "unbundle" the natural gas purchasing, the
transportation and the balancing services which they had sold as a package
to LDCs.
In the late 1980's, in anticipation of this restructured environment,
the Company put in place arrangements for the direct purchase of gas from
producers and marketers as well as for the transportation of such gas to
its service territory. In response to the FERC Order 636, in August, 1995,
the DPUC issued a decision ordering Connecticut LDCs to unbundle their gas
services. New, firm transportation service rates were approved by the DPUC
and went into effect for the LDCs on April 1, 1996. With the
implementation of these new rates, the Company's commercial and industrial
natural gas customers have an expanded 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.
The Company has been preparing for this local impact of the FERC Order
636 environment since 1988. Since that time the Company's large commercial
and industrial interruptible customers have had the opportunity to contract
for the purchase of their own supply of gas directly from a third-party
supplier. Any such customer must also arrange for transportation services
from the Company to deliver this gas to its premises.
While unbundling 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 by allowing
these customers the opportunity to purchase their gas supplies from any
source. However, when such customers purchase their gas from other
suppliers, the Company's distribution system is required to deliver their
supplies, for which the Company receives a transportation margin.
Since 1993, the Company has also offered off-system sales of short-term
gas supplies and transportation services by contract. For these sales, the
Company competes with other sellers and suppliers of natural gas services.
As the natural gas distribution business becomes more competitive,
management believes the principal factor for determining success is likely
to be price, followed closely by customer loyalty and satisfaction.
The Company has posted the lowest weighted average cost of gas of all
Connecticut LDCs for seven consecutive years. For its fifth consecutive
year the Company has posted the lowest firm unit cost of natural gas for
all Connecticut LDCs.
The Company's nonregulated 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.
- 5 -<PAGE>
RECENT DEVELOPMENTS
Increased Investment in Iroquois
On April 30, 1996 the Company acquired an additional 2.47% ownership
interest in Iroquois for an investment of approximately $5,200,000 with
funds from working capital. The Company's total share of Iroquois, which
is held by the Company's wholly-owned subsidiary ENI Transmission Company,
is now 4.87%. As a result of this increase in ownership interest, the
Company's guarantee of a letter of credit for Iroquois has also increased
to 4.87%, equivalent to approximately $1,658,000 at April 30, 1996.
Iroquois is in the process of negotiating a final settlement with State
and Federal authorities regarding certain environmental allegations
asserted by them. The Company expects that a potential settlement will be
reached within the current year. The Company has provided for its
anticipated share of the potential settlement in fiscal 1995 and 1996. If
the settlement is finalized, the Company expects that any additional costs
associated with the allegations will not be material.
- 6 -
<PAGE>
USE OF PROCEEDS
The net proceeds from the sale of the 640,000 shares of Common Stock
offered hereby are estimated at $ , , ($ , , if the
Underwriters' over-allotment option is exercised in full) and will be used
to fund the current year construction program of the Company's regulated
gas operations. The Company's construction program is primarily attributed
to the maintenance, replacement, upgrade, purchase, acquisition and
construction of properties and facilities, including an accelerated
replacement program for certain cast iron and bare steel pipe in the
natural gas distribution system. The balance will be added to working
capital for general operations.
Pending application of the proceeds, the Company may make temporary
investments in interest-bearing investments, including certificates of
deposit, money-market accounts, comparable short-term investments or
government obligations.
CONSTRUCTION PROGRAM
On a consolidated basis, the Company completed a $26,839,000 capital
construction program in fiscal 1995, including $25,311,000 of capital
expenditures for regulated gas operations and $1,528,000 of capital
expenditures for nonregulated operations. The majority of the regulated
operations' capital expenditures were related to the addition of facilities
to serve new customers and for gas distribution system maintenance and
upgrades. The majority of the nonregulated capital expenditures were made
for maintenance and upgrades to the district heating and cooling
operations.
The fiscal 1996 capital budget is approximately $25,000,000 and is
comprised of $24,000,000 of regulated operations construction and
$1,000,000 of capital expenditures for nonregulated operations. Planned
regulated operations' construction expenditures are for facilities to serve
new customers and for system maintenance and upgrades, including an
accelerated replacement program for certain cast iron and bare steel pipe
in the natural gas distribution system. Planned nonregulated construction
additions reflect system maintenance and upgrades and compliance with Clean
Air Act requirements.
During the six months ended March 31, 1996, the Company expended
$7,899,000 for capital improvements. The Company expects to expend the
balance of its 1996 capital budget by the end of the fiscal year. The
Company's capital budgets for the fiscal years 1997 and 1998 are expected
to be approximately $25,000,000 and $24,000,000, respectively, with
approximately 90% and 97% of the expenditures being incurred in 1997 and
1998, respectively, for construction of improvements and additions to the
regulated gas operations.
- 7 -
<PAGE>
COMMON STOCK DIVIDENDS AND PRICE RANGE
The Company has paid quarterly cash dividends without interruption on
shares of its Common Stock since 1851. Future dividends will depend upon
future earnings, the financial condition of the Company and other factors.
Reference is made to "Description of Common Stock" contained in the
Company's Registration Statement on Form S-2, filed August 31, 1989 and
incorporated herein by reference, for information concerning certain
restrictions on the payment of dividends on the Common Stock.
The Company maintains an automatic Dividend Reinvestment Plan (the
"Plan") under which holders of Common Stock and each class or series of
Preferred Stock may elect to receive shares of Common Stock in lieu of
their common or preferred cash dividends. Generally, all shareholders with
shares registered in their own names are entitled to participate in the
Plan. Participating shareholders may also contribute optional amounts up
to $5,000 per quarter for the purchase of additional shares of Common
Stock. The Company pays all costs of administering the Plan. Shareholders
should obtain a prospectus with respect to the Plan from the Company before
participating in the Plan. All shares acquired through the Plan and any or
all other shares owned by record holders can be deposited with the
Company's transfer agent, Chemical Bank, for safekeeping, whether or not
dividends on the shares are reinvested.
The following table sets forth for the periods indicated the reported
high and low sales prices of the Common Stock on the New York Stock
Exchange, as reported in the New York Stock Exchange PC-based NYSEnet
trading information service (except prices for the 1996 quarter ending June
30, which are as reported by Spear, Leeds, Kellogg), and the quarterly
dividends declared per share.
<TABLE>
<CAPTION>
PRICE RANGE
-----------------------------
<S> <C> <C> <C>
DIVIDENDS
FISCAL YEAR HIGH LOW PER SHARE
----------- ---- --- ---------
1994:
Quarter Ended December 31,............. 32 1/4 28 .37
Quarter Ended March 31, ............... 31 3/4 23 7/8 .37
Quarter Ended June 30,................. 28 5/8 24 .37
Quarter Ended September 30,............ 26 3/8 22 1/2 .37
1995:
Quarter Ended December 31,............. 25 1/4 21 7/8 .37
Quarter Ended March 31, ............... 24 5/8 21 1/4 .37
Quarter Ended June 30,................. 25 1/4 21 3/4 .37
Quarter Ended September 30,............ 22 1/2 21 1/4 .37
1996:
Quarter Ended December 31,............. 25 1/8 21 5/8 .37
Quarter Ended March 31, ............... 24 1/2 22 3/4 .37
Quarter Ended June 30, (through April 30,
1996)............................... 24 5/8 23 1/4 (a)
</TABLE>
The last reported sales price for the Common Stock on the New York Stock
Exchange Composite Tape, as of April 30, 1996 was $23 3/4.
As of April 30, 1996, there were approximately 9,930 holders of record
of the Company's Common Stock.
(a) No dividends have yet been declared this quarter.
- 8 -
<PAGE>
UNDERWRITING
Subject to the terms and conditions of an Underwriting Agreement
among the Company and A.G. Edwards & Sons, Inc. and Edward D. Jones & Co.,
the Underwriters have severally agreed to purchase from the Company the
aggregate number of shares of the Company's Common Stock set forth opposite
their respective names below.
Number
Underwriter of Shares
----------- ---------
A.G. Edwards & Sons, Inc. . . . . . . . . . . . . .
Edward D. Jones & Co. . . . . . . . . . . . . . . .
-------
Total . . . . . . . . . . . . . . . . . . . . . 640,000
=======
Pursuant to the terms of the Underwriting Agreement, the Underwriters
will acquire the shares of Common Stock offered hereby from the Company at
the public offering price set forth on the cover page hereof less the
underwriting discounts and commissions set forth on the cover page. The
Underwriters propose to offer the shares to the public at the public
offering price set forth on the cover page. Some of the shares offered to
the public will be sold to certain dealers at the public offering price
less a dealers' concession not in excess of $. per share. The
Underwriters and such dealers may allow a discount not in excess of $.
per share to other dealers. After the shares are released for sale to the
public, the public offering price and other terms may be varied by the
Underwriters.
The nature of the obligations of the Underwriters is such that if any
of the shares offered hereby are purchased, all of such shares must be
purchased.
The Company has granted to the Underwriters an option for 30 days to
purchase (at the public offering price less the underwriting discounts and
commissions shown on the cover page of this Prospectus) up to 60,000
additional shares. The Underwriters may exercise such option only to cover
over-allotments of shares made in connection with the sale of the shares
offered hereby. To the extent the Underwriters exercise such option, each
of the Underwriters will have a firm commitment, subject to certain
conditions, to purchase approximately the same percentage of the option
shares that the number of shares of Common Stock to be purchased by it
shown in the above table bears to 640,000, and the Company will be
obligated, pursuant to the option, to sell such shares to the Underwriters.
The Company has agreed that it will not, for 90 days from and after
the date of this Prospectus, sell, offer to sell, or otherwise dispose of,
directly or indirectly, any shares of capital stock of the Company (other
than shares offered hereby, shares issuable pursuant to a plan for
employees or shareholders in effect on the date of this Prospectus,
including the executive restricted stock plan, Common Stock issued pursuant
to the Company's Dividend Reinvestment Plan and Common Stock issuable on
exercise of options outstanding on the date of this Prospectus) without the
prior written consent of the Underwriters.
A.G. Edwards & Sons, Inc. is a party to a placement agency agreement
with the Company pursuant to which it acted as a placement agent for the
Company's issuances of Medium Term Notes ("MTNs") in July and August, 1994.
The placement agency agreement contemplates future issuance of MTNs when
and if approved by the DPUC.
The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended, or to contribute to payments the Underwriters may be required to
make in respect thereof.
- 9 -
<PAGE>
LEGAL OPINIONS
Legal matters in connection with the issuance of the Common Stock will
be passed upon by Murtha, Cullina, Richter and Pinney, Hartford,
Connecticut. Certain legal matters will be passed upon for the
Underwriters by Peper, Martin, Jensen, Maichel and Hetlage, St. Louis,
Missouri.
EXPERTS
The consolidated financial statements incorporated by reference in this
Prospectus and elsewhere in the registration statement have been audited by
Arthur Andersen LLP, independent public accountants, as indicated in their
report with respect thereto, and are included herein in reliance upon the
authority of said firm as experts in giving said report.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, heretofore filed by the Company with the
Commission pursuant to the 1934 Act, are hereby incorporated by reference,
except as superseded or modified herein:
1. The Company's Annual Report on Form 10-K for the fiscal year ended
September 30, 1995, filed on December 18, 1995;
2. The Company's Quarterly Reports on Form 10-Q for the quarters ended
December 31, 1995 and March 31, 1996;
3. The Company's current report on Form 8-K, filed on November 28, 1995;
4. The Company's Proxy Statement, dated January 12, 1996; and
5. The description of Common Stock contained in the Company's Registration
Statement on Form S-2, filed August 31, 1989 (Registration No. 33-
30771).
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
or 15(d) of the 1934 Act after the date of this Prospectus and prior to the
termination of this offering shall be deemed to be incorporated by
reference in this Prospectus and to be a part hereof from the date of
filing of such documents.
The information relating to the Company contained in this Prospectus
does not purport to be comprehensive and must be read together with the
information contained in the documents listed above which have been
incorporated by reference. Any statement contained in a document
incorporated by reference or deemed to be incorporated by reference herein
shall be modified or superseded, for purposes of this Prospectus, to the
extent that a statement contained herein or in any subsequently filed
document which is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute part of
this Prospectus. The Company will provide without charge to each person to
whom a copy of this Prospectus is delivered, upon the written or oral
request of any such person, a copy of any document described above (other
than exhibits). Requests for such copies should be directed to: Office of
the Vice President - Corporate Services and General Counsel & Secretary,
Connecticut Natural Gas Corporation, P. O. Box 1500, Hartford, Connecticut
06144-1500, (860) 727-3459.
APPENDIX - DESCRIPTION OF GRAPHIC AND IMAGE MATERIAL
On the inside cover of the Prospectus, under the heading Company
Franchise Areas is a map which includes a darkly shaded State of
Connecticut and lighter areas which represent the portions of the state
which are included in the Company's franchise areas. The two major cities
in the franchise areas are identified by a dot to mark their approximate
geographic location and by the name, Hartford or Greenwich, printed near
the appropriate dot. The three pipelines serving the Company's Franchise
areas, Tennessee Gas Pipeline Company, Algonquin Gas Transmission Company
and Iroquois Pipeline, are drawn on the map, each with a different symbol.
- 10 -
<PAGE>
<TABLE>
<S> <C>
============================================ ===========================================
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS
IN CONNECTION WITH THIS OFFERING OTHER THAN
THOSE CONTAINED IN THIS PROSPECTUS AND, IF
GIVEN OR MADE, SUCH OTHER INFORMATION AND 640,000 SHARES
REPRESENTATIONS MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY THE COMPANY OR THE
UNDERWRITERS. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER
SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY
IMPLICATION THAT THERE HAS BEEN NO CHANGE IN
THE AFFAIRS OF THE COMPANY SINCE THE DATE (LOGO)
HEREOF OR THAT THE INFORMATION CONTAINED
HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT
TO ITS DATE. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY ANY CONNECTICUT NATURAL
SECURITIES OTHER THAN THE REGISTERED GAS CORPORATION
SECURITIES TO WHICH IT RELATES. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO COMMON STOCK
SELL OR A SOLICITATION OF AN OFFER TO BUY
SUCH SECURITIES IN ANY CIRCUMSTANCES IN
WHICH SUCH OFFER OR SOLICITATION IS
UNLAWFUL. -------------------
------------------
TABLE OF CONTENTS PROSPECTUS
Page -------------------
----
Company Franchise Areas............... 2
Available Information................. 2
Prospectus Summary.................... 3
The Company........................... 4
Seasonality........................... 4
Competitive Environment............... 5
Recent Developments................... 6
Use of Proceeds....................... 7
Construction Program.................. 7
Common Stock Dividends and Price Range 8
Underwriting.......................... 9 A.G. Edwards & Sons, Inc.
Legal Opinions........................ 10
Experts............................... 10 Edward D. Jones & Co.
Incorporation of Certain Documents by
Reference........................... 10
, 1996
============================================ ===========================================
</TABLE>
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
<TABLE>
<CAPTION>
Estimate of expenses of issuance and distribution other than
underwriting discounts and commissions:
<S> <C>
Securities and Exchange Commission filing fee.. $ 5,748
New York Stock Exchange listing fee............ 1,500
Printing and engraving......................... 8,000
Accounting fees and expenses................... 33,000
Legal fees and expenses........................ 40,000
Transfer agent fees and expenses............... 1,000
Blue Sky fees and expenses..................... 10,000
Mailing and delivery expenses.................. 6,500
Miscellaneous expenses......................... 8,000
--------
Total.......................................... $113,748
========
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The following provision of the Connecticut Stock Corporation Act governs
indemnification of officers and directors of the Company:
Section 33-320a. Indemnification of shareholders, officers, employees
and certain other parties by a corporation.
(a) As used in this section:
(1) "Agent" means any person who is or was an agent of the
corporation and any person who while an agent of the corporation, is or
was serving at the request of the corporation as a director, officer,
partner, trustee, employee or agent of another enterprise.
(2) "Corporation" includes any domestic or foreign corporation or
any domestic or foreign predecessor entity of the corporation in a
merger, consolidation or other transaction in which the predecessor's
existence ceased upon consummation of such transaction.
(3) "Director" means any person who is or was a director of the
corporation and any person who, while a director of the corporation, is
or was serving at the request of the corporation as a director,
officer, partner, trustee, employee or agent of another enterprise or
as a fiduciary of an employee benefit plan or trust maintained for the
benefit of employees of the corporation or employees of any other
enterprise.
(4) "Eligible outside party" means any person who, although not a
shareholder, director, officer, employee or agent of the corporation,
is or was serving solely at the request of the corporation as a
director, officer, partner, trustee, employee or agent of another
enterprise.
(5) "Employee" means any person who is or was an employee of the
corporation and any person who, while an employee of the corporation,
is or was serving at the request of the corporation as a director,
officer, partner, trustee, employee or agent of another enterprise or
as a fiduciary of an employee benefit plan or trust maintained for the
benefit of employees of the corporation or employees of any other
enterprise.
(6) "Enterprise" means any other foreign or domestic
corporation, partnership, joint venture, trust or other enterprise,
other than an employee benefit plan or trust.
(7) "Expenses" include attorneys' fees.
<PAGE>
(8) "Officer" means any person who is or was an officer of the
corporation and any person who, while an officer of the corporation, is
or was serving at the request of the corporation as a director,
officer, partner, trustee, employee or agent of another enterprise or
as a fiduciary of an employee benefit plan or trust maintained for the
benefit of employees of the corporation or employees of any other
enterprise.
(9) "Party" includes a person who was, is, or is threatened to
be made, a defendant or respondent in a proceeding.
(10) "Proceeding" means any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative, and shall include any appeal therein.
(11) "Shareholder" means any person who is or was a shareholder
of the corporation and any person who, while a shareholder of the
corporation, is or was serving at the request of the corporation as a
director, officer, partner, trustee, employee or agent of another
enterprise.
(b) Except as otherwise provided in this section, a corporation shall
indemnify any person made a party to any proceeding, other than an action
by or in the right of the corporation, by reason of the fact that he, or
the person whose legal representative he is, is or was a shareholder,
director, officer, employee or agent of the corporation, or an eligible
outside party, against judgments, fines, penalties, amounts paid in
settlement and reasonable expenses actually incurred by him, and the person
whose legal representative he is, in connection with such proceeding. The
corporation shall not so indemnify any such person unless (1) such person,
and the person whose legal representative he is, was successful on the
merits in the defense of any proceeding referred to in this subsection, or
(2) it shall be concluded as provided in subsection (d) of this section
that such person, and the person whose legal representative he is, acted in
good faith and in a manner he reasonably believed to be in the best
interests of the corporation or, in the case of a person serving as a
fiduciary of an employee benefit plan or trust, either in the best
interests of the corporation or in the best interests of the participants
and beneficiaries of such employee benefit plan or trust and consistent
with the provisions of such employee benefit plan or trust and, with
respect to any criminal action or proceeding, that he had no reasonable
cause to believe his conduct was unlawful, or (3) the court, on application
as provided in subsection (e) of this section, shall have determined that
in view of all the circumstances such person is fairly and reasonably
entitled to be indemnified, and then for such amount as the court shall
determine; except that, in connection with an alleged claim based upon his
purchase or sale of securities of the corporation or of another enterprise,
which he serves or served at the request of the corporation, the
corporation shall only indemnify such person after the court shall have
determined, on application as provided in subsection (e) of this section,
that in view of all the circumstances such person is fairly and reasonably
entitled to be indemnified, and then for such amount as the court shall
determine. The termination of any proceeding by judgment, order,
settlement, conviction or upon a plea of nolo contendere or its equivalent
shall not, of itself, create a presumption that the person did not act in
good faith or in a manner which he did not reasonably believe to be in the
best interests of the corporation or of the participants and beneficiaries
of such employee benefit plan or trust and consistent with the provisions
of such employee benefit plan or trust, or, with respect to any criminal
action or proceeding, that he had reasonable cause to believe that his
conduct was unlawful.
<PAGE>
(c) Except as otherwise provided in this section, a corporation shall
indemnify any person made a party to any proceeding, by or in the right of
the corporation, to procure a judgment in its favor by reason of the fact
that he, or the person whose legal representative he is, is or was a
shareholder, director, officer, employee or agent of the corporation, or an
eligible outside party, against reasonable expenses actually incurred by
him in connection with such proceeding in relation to matters as to which
such person, or the person whose legal representative he is, is finally
adjudged not to have breached his duty to the corporation, or where the
court, on application as provided in subsection (e) of this section, shall
have determined that in view of all the circumstances such person is fairly
and reasonably entitled to be indemnified, and then for such amount as the
court shall determine. The corporation shall not so indemnify any such
person for amounts paid to the corporation, to a plaintiff or to counsel
for a plaintiff in settling or otherwise disposing of a proceeding, with or
without court approval; or for expenses incurred in defending a proceeding
which is settled or otherwise disposed of without court approval.
(d) The conclusion provided for in subsection (b) of this section may
be reached by any one of the following: (1) The board of directors of the
corporation by a consent in writing signed by a majority of those directors
who were not parties to such proceeding; (2) independent legal counsel
selected by a consent in writing signed by a majority of those directors
who were not parties to such proceeding; (3) in the case of any employee or
agent who is not an officer or director of the corporation, the
corporation's general counsel; or (4) the shareholders of the corporation
by the affirmative vote of at least a majority of the voting power of
shares not owned by parties to such proceeding, represented at an annual or
special meeting of shareholders, duly called with notice of such purpose
stated. Such person shall also be entitled to apply to a court for such
conclusion, upon application as provided in subsection (e), even though the
conclusion reached by any of the foregoing shall have been adverse to him
or to the person whose legal representative he is.
(e) Where an application for indemnification or for a conclusion as
provided in this section is made to a court, it shall be made to the court
in which the proceeding is pending or to the superior court for the
judicial district where the principal office of the corporation is located.
The application shall be made in such manner and form as may be required by
the applicable rules of the court or, in the absence thereof, by direction
of the court. The court may also direct that notice be given in such
manner as it may require at the expense of the corporation to the
shareholders of the corporation and to such other persons as the court may
designate. In the case of an application to a court in which a proceeding
is pending in which the person seeking indemnification is a party by reason
of the fact that he, or the person whose legal representative he is, is or
was serving at the request of the corporation as a director, partner,
trustee, officer, employee or agent of another enterprise, or as a
fiduciary of an employee benefit plan or trust maintained for the benefit
of employees of any other enterprise, timely notice of such application
shall be given by such person to the corporation.
(f) Expenses which may be indemnifiable under this section incurred in
defending a proceeding may be paid by the corporation in advance of the
final disposition of such proceeding as authorized by the board of
directors upon agreement by or on behalf of the shareholder, director,
officer, employee, agent or eligible outside party, or his legal
representative, to repay such amount if he is later found not entitled to
be indemnified by the corporation as authorized in this section.
<PAGE>
(g) A corporation shall not indemnify any shareholder, director,
officer, employee, agent or eligible outside party, other than a
shareholder, director, officer, employee, agent or eligible outside party
who is or was serving at the request of the corporation as a director,
officer, partner, trustee, employee or agent of another enterprise, against
judgments, fines, penalties, amounts paid in settlement and expenses to an
extent either greater or less than that authorized in this section. No
provision made a part of the certificate of incorporation, the bylaws, a
resolution of shareholders or directors, an agreement, or otherwise on or
after October 1, 1982, shall be valid unless consistent with this section.
Notwithstanding the foregoing, the corporation may procure insurance
providing greater indemnification and may share the premium cost with any
shareholder, director, officer, employee, agent or eligible outside party
on such basis as may be agreed upon. The rights and remedies provided in
this section shall be exclusive.
Article II of the bylaws of the Company provides for similar
indemnification of directors, however, to the extent that indemnification
rights provided under such bylaw may vary from the foregoing statutory
provisions, the statutory provisions control the bylaw.
Officers' and directors' liability insurance is presently in effect
with respect to all officers and directors of the Company, in their
respective capacities as such.
Officers and directors of the Company are also indemnified by the
Underwriters against certain liabilities including liabilities arising
under the Securities Act of 1933 under the terms of the Underwriting
Agreement in the form filed herewith.
The Certificate of Incorporation of the Company includes a provision
limiting the personal liability of a director to the Company or its
shareholders for monetary damages for breach of duty as a director 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, subject to a number of exceptions, including a knowing and
culpable violation of law, certain improper personal economic gains,
conduct showing a lack of good faith and conscious disregard of duty to the
Company, a sustained and unexcused pattern of inattention, or the approval
of an illegal distribution of assets of the Company to its shareholders.
This provision, the full text of which is included in the Company's Annual
Report on Form 10-K for the fiscal year ended September 30, 1995 which is
incorporated herein by reference, was approved by the shareholders of the
Company at their 1990 Annual Meeting.
<PAGE>
ITEM 16. EXHIBITS.
The exhibits constituting part of this Registration Statement are as
follows:
1 FORM OF UNDERWRITING AGREEMENT
4 INSTRUMENTS DEFINING RIGHTS OF SECURITY HOLDERS, INCLUDING INDENTURES
(i) --Charter of the Company and all Amendments thereto, filed as
Exhibit 3(i) 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 (Commission File No. 1-
7727)
(ii) --By-Laws of the Company, as amended, filed as Exhibit No.
3(ii) to the Company's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1996, filed with the Commission
on May 1, 1996 (Commission File No. 1-7727)
(iii) --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)
(iv) --In addition to the Indenture of Mortgage and Deed of Trust
referred to in 4(iii) 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)
<PAGE>
(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)
5 OPINION RE LEGALITY
The opinion of Murtha, Cullina, Richter and Pinney concerning matters
of legality.
23 CONSENT OF EXPERTS AND COUNSEL
(i) --Consent of Independent Public Accountants
(ii) --The consent of Messrs. Murtha, Cullina, Richter and Pinney,
counsel for the Company, to the reference to their firm in
the Prospectus forming a part of this Registration
Statement and to the use of their opinion as Exhibit 5 to
this Registration Statement is included in said opinion.
24 POWER OF ATTORNEY
99 ADDITIONAL EXHIBITS
(i) --Exhibit Index
<PAGE>
ITEM 17. UNDERTAKINGS.
The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company's
annual report pursuant to section 13(a) or section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the
Company has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in
said Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Company of expenses incurred or paid by a director, officer or controlling
person of the Company in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Company will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as expressed in
said Act and will be governed by the final adjudication of such issue.
The Company hereby undertakes that for the purposes of determining any
liability under the Securities Act of 1933: (1) the information omitted
from the form of prospectus filed as part of this registration statement in
reliance upon Rule 430A and contained in the form of prospectus filed by
the Company pursuant to Rule 424(b)(1) or (4) or 497(h) under the
Securities Act shall be deemed to be part of the registration statement as
of the time it was declared effective and (2) that each post-effective
amendment that contains a form of prospectus shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE
REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT
MEETS ALL OF THE REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED
THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED,
THEREUNTO DULY AUTHORIZED, IN THE CITY OF HARTFORD, STATE OF CONNECTICUT ON
THE 1ST DAY OF MAY, 1996.
CONNECTICUT NATURAL GAS CORPORATION
(REGISTRANT)
S/ Victor H. Frauenhofer
------------------------------------
(VICTOR H. FRAUENHOFER)
CHAIRMAN AND PRESIDENT
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
S/ Victor H. Frauenhofer President, (Principal May 1, 1996
------------------------------- Executive Officer) and
(VICTOR H. FRAUENHOFER) Director
S/ James P. Bolduc Senior Vice President - May 1, 1996
------------------------------- Financial Services and
(JAMES P. BOLDUC) Chief Financial Officer
(Principal Financial
Officer)
S/ Andrew H. Johnson Treasurer and Chief May 1, 1996
------------------------------- Accounting Officer
(ANDREW H. JOHNSON) (Principal Accounting
Officer)
S/ James P. Bolduc May 1, 1996
-------------------------------
(JAMES P. BOLDUC)
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
<PAGE>
Exhibit 99(i)
Page 1 of 1
CONNECTICUT NATURAL GAS CORPORATION
Registration Statement on Form S-3
Exhibit Index
<TABLE>
<C> <S> <C>
Document
Item Description Description
---- ----------- -----------
99(i) Exhibit Index EX-99.1
1 Form of Underwriting Agreement EX-1
5 Opinion Re: Legality EX-5
23(i) Consent of Independent Public Accountants EX-23.1
24 Power of Attorney EX-24
</TABLE> <PAGE>
Exhibit 1
Page 1 of 22
CONNECTICUT NATURAL GAS CORPORATION
640,000 SHARES
COMMON STOCK
($3.125 PAR VALUE)
UNDERWRITING AGREEMENT
----------------------
, 1996
-----------------
A.G. EDWARDS & SONS, INC.
As Representative of the Underwriters
c/o A.G. Edwards & Sons, Inc.
One North Jefferson Avenue
St. Louis, Missouri 63103
The undersigned, Connecticut Natural Gas Corporation, a Connecticut
corporation (the "Company"), hereby addresses you as the representative of
each of the persons, firms and corporations listed on Schedule I hereto
(collectively, the "Underwriters") and hereby confirms its agreement with
the Underwriters as follows:
1. DESCRIPTION OF SHARES. The Company proposes to issue and sell
to the Underwriters 640,000 shares of its Common Stock, par value $3.125
per share as set forth on Schedule I hereto (such 640,000 shares of Common
Stock are herein referred to as the "Firm Shares"). Solely for the purpose
of covering over-allotments in the sale of the Firm Shares, the Company
further proposes to grant the right to the Underwriters to purchase up to
an additional 60,000 shares of Common Stock (the "Option Shares") identical
to the Firm Shares, as provided in Section 3 of this Agreement. The Firm
Shares and the Option Shares are herein sometimes referred to as the
"Shares" and are more fully described in the Prospectus hereinafter
defined.
2. PURCHASE, SALE AND DELIVERY OF FIRM SHARES. On the basis of
the representations, warranties and agreements herein contained, but
subject to the terms and conditions herein set forth, the Company agrees to
sell to the Underwriters, and each Underwriter agrees, severally and not
jointly, (a) to purchase from the Company at a purchase price of $_____ per
share, the number of Firm Shares set forth opposite the name of such
Underwriter in Schedule I hereto and (b) to purchase from the Company any
additional number of Option Shares which such Underwriter may become
obligated to purchase pursuant to Section 3 hereof.
The Company will deliver definitive certificates for the Firm Shares
at the office of A.G. Edwards & Sons, Inc., 77 Water Street, New York, New
York ("Edwards' Office"), or such other place as you and the Company may
mutually agree upon, for the accounts of the Underwriters against payment
to the Company of the purchase price for the Firm Shares sold by it to the
several Underwriters by certified check in clearing house (next day
available) funds payable to the order of the Company and delivered to One
North Jefferson Avenue, St. Louis, Missouri 63103, or at such other place
as may be agreed upon between you and the Company (the "Place of Closing"),<PAGE>
Exhibit 1
Page 2 of 22
at 10:00 a.m., St. Louis time, on ________________, 1996, or at such other
time and date not later than five full business days thereafter as you and
the Company may agree, such time and date of payment and delivery being
herein called the "Closing Date."
The certificates for the Firm Shares so to be delivered will be made
available to you for inspection at Edwards' Office (or such other place as
you and the Company may mutually agree upon) at least one full business day
prior to the Closing Date and will be in such names and denominations as
you may request at least two full business days prior to the Closing Date.
It is understood that an Underwriter, individually, may (but shall
not be obligated to) make payment on behalf of the other Underwriters whose
checks shall not have been received prior to the Closing Date for Shares to
be purchased by such Underwriter. Any such payment by an Underwriter shall
not relieve the other Underwriters of any of their obligations hereunder.
It is understood that the Underwriters propose to offer the Shares to
the public upon the terms and conditions set forth in the Registration
Statement hereinafter defined.
3. PURCHASE, SALE AND DELIVERY OF THE OPTION SHARES. The Company
hereby grants options to the Underwriters to purchase from it up to 60,000
Option Shares on the same terms and conditions as the Firm Shares;
provided, however, that such options may be exercised only for the purpose
of covering any over-allotments which may be made by them in the sale of
the Firm Shares. No Option Shares shall be sold or delivered unless the
Firm Shares previously have been, or simultaneously are, sold and
delivered.
The options are exercisable by you, as representative of the
Underwriters, at any time, and from time to time, before the expiration of
30 days from the date of this Agreement, for the purchase of all or part of
the Option Shares covered thereby, by notice given by you to the Company in
the manner provided in Section 13 hereof, setting forth the number of
Option Shares as to which the Underwriters are exercising the options, and
the date of delivery of said Option Shares, which date shall not be less
than five business days after such notice unless otherwise agreed to by the
parties. You may terminate the options at any time, as to any unexercised
portion thereof, by giving written notice to the Company to such effect.
You, as representative of the Underwriters, shall make such
allocation of the Option Shares among the Underwriters as may be required
to eliminate purchases of fractional Shares.
Delivery of the Option Shares with respect to which the options shall
have been exercised shall be made to or upon your order at Edwards' Office
(or at such other place as you and the Company may mutually agree upon),
against payment by you of the per share purchase price to the Company by
certified check, payable in clearing house (next day available) funds.
Such payment and delivery shall be made at 10:00 a.m., St. Louis time, on
the date designated in the notice given by you as above provided for,
unless some other date and time are agreed upon, which date and time of
payment and delivery are called the "Option Closing Date." The
certificates for the Option Shares so to be delivered will be made
available to you for inspection at Edwards' Office at least one full
business day prior to the Option Closing Date and will be in such names and
denominations as you may request at least two full business days prior to
the Option Closing Date. On the Option Closing Date, the Company shall<PAGE>
Exhibit 1
Page 3 of 22
provide the Underwriters such representations, warranties, opinions and
covenants with respect to the Option Shares as are required to be delivered
on the Closing Date with respect to the Firm Shares.
4. REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE COMPANY.
(a) The Company represents and warrants to and agrees with
each Underwriter that:
(i) The Company meets the requirements for use of
Form S-3 under the Securities Act of 1933, as amended (the "Act"); a
registration statement (Registration No. ________) on Form S-3 with
respect to the Shares, including a preliminary prospectus, and such
amendments to such registration statement as may have been required
to the date of this Agreement, has been carefully prepared by the
Company pursuant to and in conformity with the requirements of the
Act, and the Rules and Regulations (the "Rules and Regulations") of
the Securities and Exchange Commission (the "Commission") thereunder
and has been filed with the Commission under the Act. Copies of such
registration statement, including any amendments thereto, each
related preliminary prospectus (meeting the requirements of Rule 430
or 430A of the Rules and Regulations) contained therein, the
exhibits, financial statements and schedules have heretofore been
delivered by the Company to you. If such registration statement has
not become effective under the Act, a further amendment to such
registration statement, including a form of final prospectus,
necessary to permit such registration statement to become effective
will be filed promptly by the Company with the Commission. If such
registration statement has become effective under the Act, a final
prospectus containing information permitted to be omitted at the time
of effectiveness by Rule 430A of the Rules and Regulations will be
filed promptly by the Company with the Commission in accordance with
Rule 424(b) of the Rules and Regulations. The term "Registration
Statement" as used herein means the registration statement as amended
at the time it becomes or became effective under the Act (the
"Effective Date"), including financial statements and all exhibits
and all documents incorporated by reference therein pursuant to Item
12 of Form S-3 under the Act and, if applicable, the information
deemed to be included by Rule 430A of the Rules and Regulations. The
term "Prospectus" as used herein means (i) the prospectus as first
filed with the Commission pursuant to Rule 424(b) of the Rules and
Regulations or, (ii) if no such filing is required, the form of final
prospectus included in the Registration Statement at the Effective
Date, or (iii) if a Term Sheet or Abbreviated Term Sheet (as such
terms are defined in Rule 434(b) and 434(c), respectively, of the
Rules and Regulations) is filed with the Commission pursuant to
Rule 424(b)(7) of the Rules and Regulations, the Term Sheet or
Abbreviated Term Sheet and the last Preliminary Prospectus filed with
the Commission prior to the time the Registration Statement became
effective, taken together (including, in each case, the documents
incorporated by reference therein pursuant to Item 12 of Form S-3
under the Act). The term "Preliminary Prospectus" as used herein
shall mean a preliminary prospectus as contemplated by Rule 430 or
430A of the Rules and Regulations included at any time in the
Registration Statement.
(ii) The Commission has not issued, and is not to
the knowledge of the Company threatening to issue, an order<PAGE>
Exhibit 1
Page 4 of 22
preventing or suspending the use of any Preliminary Prospectus or the
Prospectus nor instituted proceedings for that purpose. Each
Preliminary Prospectus at its date of issue, the Registration
Statement and the Prospectus and any amendments or supplements
thereto contains or will contain, as the case may be, all statements
which are required to be stated therein by, and in all material
respects conform or will conform, as the case may be, to the
requirements of, the Act and the Rules and Regulations. Neither the
Registration Statement nor any amendment thereto, as of the
applicable effective date, and neither the Prospectus nor any
supplement thereto contains or will contain, as the case may be, any
untrue statement of a material fact or omits or will omit to state
any material fact required to be stated therein or necessary to make
the statements therein, in the light of the circumstances under which
they were made, not misleading; provided, however, that the Company
makes no representation or warranty as to information contained in or
omitted from the Registration Statement or the Prospectus, or any
such amendment or supplement, in reliance upon, and in conformity
with, written information furnished to the Company by or on behalf of
the Underwriters specifically for use in the preparation thereof.
(iii) The documents incorporated by reference in
the Prospectus pursuant to Item 12 of Form S-3 under the Act, at the
time they were filed with the Commission, complied in all material
respects with the requirements of the Securities Exchange Act of
1934, as amended (the "1934 Act"), and the rules and regulations
adopted by the Commission thereunder (the "1934 Act Rules and
Regulations"), and, when read together and with the other information
in the Prospectus, at the time the Registration Statement became
effective and at the Closing Date, did not or will not, as the case
may be, contain an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to
make the statements therein, in the light of the circumstances under
which they were made, not misleading.
(iv) The filing of the Registration Statement and the
execution and delivery of this Agreement have been duly authorized by
the Board of Directors of the Company; this Agreement constitutes a
valid and legally binding obligation of the Company enforceable in
accordance with its terms (except to the extent the enforceability of
the indemnification and contribution provisions of Section 7 hereof
may be limited by public policy considerations as expressed in the
Act as construed by courts of competent jurisdiction, and except as
enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium and other laws affecting creditors' rights
generally and by general principles of equity); the issue and sale of
the Shares by the Company and the performance of this Agreement and
the consummation of the transactions herein contemplated will not
result in a violation of the Company's certificate of incorporation
or bylaws or result in a breach or violation of any of the terms and
provisions of, or constitute a default under, or result in the
creation or imposition of any lien, charge or encumbrance upon any
properties or assets of the Company or its subsidiaries under, any
statute, or under any indenture, mortgage, deed of trust, note, loan
agreement, sale and leaseback arrangement or other agreement or
instrument to which the Company or any of its subsidiaries is a party
or by which they are bound or to which any of the properties or
assets of the Company or its subsidiaries is subject, or any order,
rule or regulation of any court or governmental agency or body having<PAGE>
Exhibit 1
Page 5 of 22
jurisdiction over the Company or its subsidiaries or their
properties, except to such extent as does not materially adversely
affect the business of the Company and its subsidiaries taken as a
whole; no consent, approval, authorization, order, registration or
qualification of or with any court or governmental agency or body is
required for the consummation of the transactions herein
contemplated, except such as may be required by the National
Association of Securities Dealers, Inc. (the "NASD") or the New York
Stock Exchange ("NYSE") or under the Act or Rules and Regulations or
any state securities laws and except for an order from the
Connecticut Department of Public Utility Control ("DPUC") authorizing
the issuance and sale of the Shares on terms consistent with this
Agreement, which order has been obtained and is in full force and
effect.
(v) Neither the Company nor any of its
subsidiaries has sustained since the date of the latest audited
financial statements included or incorporated by reference in the
Prospectus any material loss or interference with its business from
fire, explosion, flood or other calamity, whether or not covered by
insurance, or from any labor dispute or court or governmental action,
order or decree. Except as contemplated in the Prospectus,
subsequent to the respective dates as of which information is given
in the Registration Statement and the Prospectus, the Company and its
subsidiaries taken as a whole have not incurred any material
liabilities or material obligations, direct or contingent, other than
in the ordinary course of business, or entered into any material
transactions not in the ordinary course of business, and there has
not been any material change in the capital stock or long-term debt
of the Company and its subsidiaries taken as a whole or any material
adverse change in the condition (financial or other), net worth,
business, affairs, management, prospects or results of operations of
the Company and its subsidiaries taken as a whole. The Company and
its subsidiaries have filed all necessary federal, state and foreign
income and franchise tax returns and paid all taxes shown as due
thereon; all tax liabilities are adequately provided for on the books
of the Company and its subsidiaries except to such extent as would
not materially adversely affect the business of the Company and its
subsidiaries taken as a whole; the Company and its subsidiaries have
made all necessary payroll tax payments and are current and
up-to-date as of the date of this Agreement; and the Company and its
subsidiaries have no knowledge of any tax proceeding or action
pending or threatened against the Company or its subsidiaries which
might materially adversely affect their business or property.
(vi) Except as described in the Prospectus, there is not
now pending or, to the knowledge of the Company, threatened or
contemplated, any action, suit or proceeding to which the Company or
its subsidiaries is a party before or by any court or public,
regulatory or governmental agency or body which might be expected to
result (individually or in the aggregate) in any material adverse
change in the condition (financial or other), business or prospects
of the Company and its subsidiaries taken as a whole, or might be
expected to materially and adversely affect (individually or in the
aggregate) the properties or assets thereof; and there are no
contracts or documents of the Company or its subsidiaries which would
be required to be filed as exhibits to the Registration Statement by
the Act or by the Rules and Regulations which have not been filed as<PAGE>
Exhibit 1
Page 6 of 22
exhibits to the Registration Statement or incorporated by reference
therein.
(vii) The Company has duly and validly authorized
capital stock as described in the Prospectus; all outstanding shares
of Common Stock of the Company and the Shares conform, or when issued
will conform, to the description thereof in the Prospectus and have
been, or, when issued and paid for will be, duly authorized, validly
issued, fully paid and nonassessable; and the issuance of the Shares
to be purchased from the Company hereunder is not subject to
preemptive rights.
(viii) The Company and its subsidiaries have been
duly incorporated and are validly existing as corporations in good
standing under the laws of the states or other jurisdictions under
which they are incorporated, with full power and authority (corporate
and other) to own, lease and operate their properties and conduct
their businesses as described in the Prospectus; the Company and its
subsidiaries are duly qualified to do business as foreign
corporations in good standing in each state or other jurisdiction in
which their ownership or leasing of property or conduct of business
legally requires such qualification, except where the failure to be
so qualified would not have a material adverse effect on the ability
of the Company and its subsidiaries to conduct its or their business
as described in the Prospectus; and the outstanding shares of capital
stock of the Company's subsidiaries have been duly authorized and
validly issued, are fully paid and nonassessable and are owned by the
Company free and clear of any mortgage, pledge, lien, encumbrance,
charge or adverse claim and are not the subject of any agreement or
understanding with any person; no options, warrants or other rights
to purchase, agreement or other obligations to issue or other rights
to convert any obligations into shares of capital stock or ownership
interests in the subsidiaries are outstanding.
(ix) Arthur Andersen LLP, the accounting firm
which has certified or reviewed portions of the financial statements
filed with or incorporated by reference in and as a part of the
Registration Statement, some which are included in the Prospectus, is
an independent public accounting firm within the meaning of the Act
and the Rules and Regulations.
(x) The consolidated financial statements and
schedules of the Company, including the notes thereto, filed with or
incorporated by reference in and as a part of the Registration
Statement, are accurate in all material respects and present fairly
the consolidated financial position of the Company and its
subsidiaries as of the respective dates thereof and the consolidated
results of operations and statements of cash flow for the respective
periods covered thereby, all in conformity with generally accepted
accounting principles applied on a consistent basis throughout the
periods involved except as otherwise disclosed in the Prospectus.
The selected financial data included or incorporated by reference in
the Registration Statement and Prospectus present fairly the
information shown therein and have been compiled on a basis
consistent with that of the audited financial statements.
(xi) Neither the Company nor any subsidiary is in
default with respect to any contract or agreement to which it is a
party; provided that this representation shall not apply to defaults<PAGE>
Exhibit 1
Page 7 of 22
which in the aggregate are not materially adverse to the condition,
financial or other, or the business or prospects of the Company and
its subsidiaries taken as a whole.
(xii) Neither the Company nor any subsidiary is in
violation of any other laws, ordinances or governmental rules or
regulations to which it is subject, including, without limitation,
Section 13(b) of the 1934 Act, and neither the Company nor any
subsidiary has failed to obtain any other license, permit, franchise,
easement, consent, or other governmental authorization necessary to
the ownership, leasing and operation of its properties or to the
conduct of its business, which violation or failure would materially
adversely affect the business, operations, affairs, properties,
prospects, profits or condition (financial or other) of the Company
and its subsidiaries taken as a whole. Neither the Company nor any
subsidiary has, at any time during the past five years (A) made any
unlawful contributions to any candidate for any political office, or
failed fully to disclose any contribution in violation of law, or (B)
made any payment to state, federal or foreign government official, or
other person charged with similar public or quasi-public duty (other
than payment required or permitted by applicable law).
(xiii) Except as described in the Prospectus, the
Company and its subsidiaries own or possess, or can acquire on
reasonable terms, adequate patents, patent licenses, trademarks,
service marks and trade names necessary to conduct the business now
operated by them, and neither the Company nor any subsidiary has
received any notice of infringement of or conflict with asserted
rights of others with respect to any patents, patent licenses,
trademarks, service marks or trade names which, singly or in the
aggregate, if the subject of an unfavorable decision, ruling or
finding, would materially adversely affect the conduct of the
business, operations, financial condition or income of the Company
and its subsidiaries taken as a whole.
(xiv) The Company and its subsidiaries have good
and marketable title to all property owned by them, free and clear of
all liens, encumbrances, restrictions and defects except such as are
described in the Prospectus or do not interfere with the use made and
proposed to be made of such property; and any property held under
lease or sublease by the Company or its subsidiaries is held under
valid, subsisting and enforceable leases or subleases with such
exceptions as are not material and do not interfere with the use made
and proposed to be made of such property by the Company and its
subsidiaries, and neither the Company nor any subsidiary has any
notice or knowledge of any material claim of any sort which has been,
or may be, asserted by anyone adverse to the Company's or any
subsidiary's rights as lessee or sublessee under any lease or
sublease described above, or affecting or questioning the Company's
or any of its subsidiary's rights to the continued possession of the
leased or subleased premises under any such lease or sublease in
conflict with the terms thereof.
(xv) Except as described in the Prospectus or in
this subparagraph (xv), there is no action, suit or other proceeding
nor is the Company aware of any factual basis for any action, suit or
other proceeding involving the Company or its subsidiaries or any of
their material assets, by reason of any failure by the Company or any<PAGE>
Exhibit 1
Page 8 of 22
of its subsidiaries, or any predecessor thereof, to comply with any
requirements of federal, state or local laws or regulations relating
to air, water, solid waste management, hazardous or toxic waste or
substances, or the protection of health or the environment, other
than actions, suits or proceedings and compliance failures that
individually or in the aggregate would not impose a material cost on
the Company or its subsidiaries and would not materially interfere
with the ability of the Company or any of its subsidiaries to perform
its usual functions. Except as described in the Prospectus or in
this subparagraph (xv), the Company and its subsidiaries have not
received any notice that the Company or any of its subsidiaries is
deemed a "potentially responsible party" pursuant to Section 107(a)
of the Comprehensive Environmental Response, Compensation, and
Liability Act of 1980, as amended, 42 U.S.C. Section 9601 et seq.
("CERCLA"). Except as described in the Prospectus or in this
subparagraph (xv), the Company is not aware that any solid or
hazardous waste or hazardous substance or pollutant or contaminant is
located at any of the property currently or formerly owned or
operated by the Company or any of its subsidiaries the removal or
remediation of which would impose a material cost on the Company or
its subsidiaries. The following modify, and are a part of, the
representations, warranties, and agreements of this subparagraph
(xv):
(A) At one of its locations, the Company uses
vaporizers that operate by bubbling flue gases through a tank
of water. The tank periodically overflows into a french drain
system near a wetlands. The Company does not have a
groundwater discharge permit for the overflows, but expects to
redesign its process to eliminate the discharge. To date the
Company has not received any notice of violation from any
governmental agency with respect to the overflows.
(B) A building at the Company's subsidiary, The
Hartford Steam Company, contains asbestos. The Company has
periodically removed some of the asbestos and has never
received a notice of violation from any governmental agency in
connection with such removals. The Company regularly monitors
the condition of, and whether airborne fibers have been
released from, the remaining asbestos.
(xvi) No labor disturbance exists with the
employees of the Company or its subsidiaries or is imminent which
would have a material adverse effect on the Company and its
subsidiaries taken as a whole.
(xvii) The Company has not taken and will not take,
directly or indirectly, any action designed to or which might
reasonably be expected to cause or result in stabilization or
manipulation of the price of the Company's Common Stock, and the
Company is not aware of any such action taken or to be taken by
affiliates of the Company.
(xviii) The Company is not an "investment company" or
a company "controlled" by an "investment company" within the meaning
of the Investment Company Act of 1940, as amended.
<PAGE>
Exhibit 1
Page 9 of 22
(b) Any certificate signed by any officer of the Company and
delivered to you or to counsel for the Underwriters shall be deemed a
representation and warranty by the Company to each Underwriter as to the
matters covered thereby.
5. ADDITIONAL COVENANTS. The Company covenants and agrees with
the several Underwriters that:
(a) If the Registration Statement is not effective under the
Act, the Company will use its best efforts to cause the Registration
Statement to become effective as promptly as possible, and it will notify
you, promptly after it shall receive notice thereof, of the time when the
Registration Statement has become effective. The Company (i) will prepare
and timely file with the Commission under Rule 424(b) of the Rules and
Regulations, if required, a Prospectus containing information previously
omitted at the time of effectiveness of the Registration Statement in
reliance on Rule 430A of the Rules and Regulations or otherwise or a Term
Sheet or Abbreviated Term Sheet, as applicable; (ii) will not file any
amendment to the Registration Statement or supplement to the Prospectus of
which the Underwriters shall not previously have been advised and furnished
with a copy or to which the Underwriters shall have reasonably objected in
writing or which is not in compliance with the Rules and Regulations; and
(iii) will promptly notify you after it shall have received notice thereof
of the time when any amendment to the Registration Statement becomes
effective or when any supplement to the Prospectus has been filed.
(b) The Company will advise the Underwriters promptly, after
it shall receive notice or obtain knowledge thereof, of any request of the
Commission for amendment of the Registration Statement or for supplement to
the Prospectus or for any additional information, or of the issuance by the
Commission of any stop order suspending the effectiveness of the
Registration Statement or the use of the Prospectus or of the institution
or threatening of any proceedings for that purpose, and the Company will
use its best efforts to prevent the issuance of any such stop order
preventing or suspending the use of the Prospectus and to obtain as soon as
possible the lifting thereof, if issued.
(c) The Company will cooperate with the Underwriters and
their counsel in endeavoring to qualify the Shares for sale under the
securities laws of such jurisdictions as they may have designated and will
make such applications, file such documents, and furnish such information
as may be necessary for that purpose, provided the Company shall not be
required to qualify as a foreign corporation or to file a general consent
to service of process in any jurisdiction where it is not now so qualified
or required to file such a consent or to subject itself to taxation as
doing business in any jurisdiction where it is not now so taxed. The
Company will, from time to time, file such statements, reports, and other
documents, as are or may be required to continue such qualifications in
effect for so long a period as the Underwriters may reasonably request.
(d) The Company will deliver to, or upon the order of, the
Underwriters, without charge from time to time, as many copies of any
Preliminary Prospectus (including all documents incorporated by reference
therein) as they may reasonably request. The Company will deliver to, or
upon the order of, the Underwriters without charge as many copies of the
Prospectus (including all documents incorporated by reference therein), or
as it thereafter may be amended or supplemented, as they may from time to
time reasonably request. The Company consents to the use of such Prospectus<PAGE>
Exhibit 1
Page 10 of 22
by the Underwriters and by all dealers to whom the Shares may be sold, both
in connection with the offering or sale of the Shares and for such other
purposes and for such period of time thereafter as the Prospectus is
required by law to be delivered in connection with the offering or sale of
the Shares. The Company will deliver to the Underwriters at or before the
Closing Date two signed copies of the Registration Statement and all
amendments thereto including all exhibits filed therewith or incorporated
by reference therein and all documents incorporated by reference in the
Prospectus, and will deliver to the Underwriters such number of copies of
the Registration Statement, without exhibits, and of all amendments
thereto, as they may reasonably request.
(e) If, during the period in which a prospectus is required
by law to be delivered by an Underwriter or dealer, any event shall occur
as a result of which, in the judgment of the Company or in your judgment or
in the opinion of counsel for the Underwriters, it becomes necessary to
amend or supplement the Prospectus in order to make the statements therein,
in light of the circumstances existing at the time the Prospectus is
delivered to a purchaser, not misleading, or, if it is necessary at any
time to amend or supplement the Prospectus to comply with any law, the
Company promptly will prepare and file with the Commission an appropriate
amendment to the Registration Statement or supplement to the Prospectus so
that the Prospectus as so amended or supplemented will not, in the light of
the circumstances when it is so delivered, be misleading, or so that the
Prospectus will comply with law.
(f) The Company will make generally available to its
shareholders and will file as an exhibit in a report pursuant to the 1934
Act, as soon as it is practicable to do so, but in any event not later than
15 months after the effective date of the Registration Statement, an
earnings statement in reasonable detail, covering a period of at least 12
consecutive months beginning after the effective date of the Registration
Statement, which earnings statement shall satisfy the requirements of
Section 11(a) of the Act and Rule 158 of the Rules and Regulations and will
advise the Underwriters in writing when such statement has been so made
available.
(g) The Company will, for a period of five years from the
Closing Date, deliver to the Underwriters at their principal executive
offices a reasonable number of copies of annual reports, quarterly reports,
current reports and copies of all other documents, reports and information
furnished by the Company to its shareholders or filed with any securities
exchange pursuant to the requirements of such exchange or with the
Commission pursuant to the Act or the 1934 Act. The Company will deliver
to the Underwriters similar reports with respect to any significant
subsidiaries, as that term is defined in the Rules and Regulations, which
are not consolidated in the Company's financial statements. Any report,
document or other information required to be furnished under this paragraph
(g) shall be furnished as soon as practicable after such report, document
or information becomes available.
(h) The Company will apply the proceeds from the sale of the
Shares as set forth in the description under "Use of Proceeds" in the
Prospectus, which description complies in all respects with the
requirements of Item 504 of Regulation S-K.
(i) The Company will supply you with copies of all
correspondence to and from, and all documents issued to and by, the
Commission in connection with the registration of the Shares under the Act.<PAGE>
Exhibit 1
Page 11 of 22
(j) Prior to the Closing Date (and, if applicable, the Option
Closing Date), the Company will furnish to you, as soon as they have been
prepared, copies of any unaudited interim consolidated financial statements
of the Company and its subsidiaries for any periods subsequent to the
periods covered by the financial statements appearing in the Registration
Statement and the Prospectus.
(k) Prior to the Closing Date (and, if applicable, the Option
Closing Date), the Company will not issue any press releases or other
communications directly or indirectly and will hold no press conferences
with respect to the Company or any of its subsidiaries, the financial
condition, results of operations, business, properties, assets or
liabilities of the Company or any of its subsidiaries, or the offering of
the Shares, without your prior written consent.
(l) The Company will use its best efforts to obtain approval
for, and maintain the listing of the Shares on the NYSE.
(m) For a period of 90 days from the Effective Date, the
Company will not sell, offer to sell, or otherwise dispose of, directly or
indirectly, any shares of the Company's capital stock or rights to acquire
such shares without your prior written consent, except for the Shares sold
hereunder, shares of Common Stock issuable pursuant to a plan for employees
or shareholders in effect on the date hereof, shares of Common Stock
pursuant to the Company's Dividend Reinvestment Plan, and shares of Common
Stock issuable on exercise of options outstanding on the date hereof.
(n) During any period in which a prospectus is required by
law to be delivered by an Underwriter or dealer, the Company will promptly
file all documents required to be filed with the Commission pursuant to
Sections 13, 14 or 15(d) of the 1934 Act.
(o) The Company and its subsidiaries will maintain and keep
accurate books and records reflecting their assets and maintain internal
accounting controls which provide reasonable assurance that (1)
transactions are executed in accordance with management's authorization,
(2) transactions are recorded as necessary to permit the preparation of the
Company's consolidated financial statements and to maintain accountability
for the assets of the Company and its subsidiaries, (3) access to the
assets of the Company and its subsidiaries is permitted only in accordance
with management's authorization, and (4) the recorded accounts of the
assets of the Company and its subsidiaries are compared with existing
assets at reasonable intervals.
6. CONDITIONS OF UNDERWIRTERS' OBLIGATIONS. The several
obligations of the Underwriters to purchase and pay for the Shares, as
provided herein, shall be subject to the accuracy in all material respects,
as of the date hereof and as of the Closing Date (and, if applicable, the
Option Closing Date), of the representations and warranties of the Company
contained herein, to the performance in all material respects by the
Company of its covenants and obligations hereunder, and to the following
additional conditions:
(a) All filings required by Rule 424 and Rule 430A of the
Rules and Regulations shall have been made. No stop order suspending the
effectiveness of the Registration Statement, as amended from time to time,
shall have been issued and no proceeding for that purpose shall have been<PAGE>
Exhibit 1
Page 12 of 22
initiated or, to the knowledge of the Company or any Underwriter,
threatened or contemplated by the Commission, and any request of the
Commission for additional information (to be included in the Registration
Statement or the Prospectus or otherwise) shall have been complied with to
the reasonable satisfaction of the Underwriters.
(b) No Underwriter shall have disclosed in writing to the
Company on or prior to the Closing Date (and, if applicable, the Option
Closing Date), that the Registration Statement or Prospectus or any
amendment or supplement thereto contains an untrue statement of fact which,
in the opinion of counsel to the Underwriters, is material, or omits to
state a fact which, in the opinion of such counsel, is material and is
required to be stated therein or is necessary to make the statements
therein, in light of the circumstances under which they were made, not
misleading.
(c) On the Closing Date (and, if applicable, the Option
Closing Date), you shall have received the opinion of counsel for the
Company, addressed to you and dated the Closing Date (and, if applicable,
the Option Closing Date), to the effect that:
(i) The Company and its subsidiaries have been
duly incorporated and are validly existing as corporations in good
standing under the laws of the states or other jurisdictions under
which they are incorporated, with full corporate power and authority
to own, lease and operate their properties and conduct their
businesses as described in the Prospectus; the Company and its
subsidiaries are duly qualified to do business as foreign
corporations in good standing in each state or other jurisdiction in
which their ownership or leasing of property or conduct of business
legally requires such qualification, except where the failure to be
so qualified would not have a material adverse effect on the ability
of the Company and its subsidiaries to conduct its or their business
as described in the Prospectus; and the outstanding shares of capital
stock of the Company's subsidiaries have been duly authorized and
validly issued, are fully paid and nonassessable and, so far as is
known to such counsel, are owned by the Company free and clear of any
mortgage, pledge, lien, encumbrance, charge or adverse claim and are
not the subject of any agreement or understanding with any person; to
such counsel's knowledge, no options, warrants or other rights to
purchase, agreement or other obligations to issue or other rights to
convert any obligations into shares of capital stock or ownership
interests in the subsidiaries are outstanding.
(ii) The Company has duly and validly authorized
capital stock as set forth in the Prospectus; all outstanding shares
of Common Stock of the Company and the Shares conform to the
description thereof in the Prospectus, and the outstanding shares of
Common Stock have been duly authorized and are validly issued, fully
paid and non-assessable; the Shares to be sold by the Company have
been duly authorized and, when delivered and paid for in accordance
with this Agreement, will be validly issued, fully paid and
non-assessable, and the shareholders of the Company have no
preemptive rights with respect to the Shares.
(iii) Such counsel has been advised by the staff of
the Commission that the Registration Statement has become effective
under the Act and, to the best knowledge of such counsel, no stop
order suspending the effectiveness of the Registration Statement has<PAGE>
Exhibit 1
Page 13 of 22
been issued and no proceedings for that purpose have been instituted
or are pending or contemplated under the Act.
(iv) The Registration Statement and the
Prospectus, and each amendment or supplement thereto, as of their
respective effective or issue dates, comply as to form and appear on
their face to be appropriately responsive in all material respects to
the requirements of Form S-3 under the Act and the applicable Rules
and Regulations (except that such counsel need express no opinion as
to the financial statements or other financial data) and, as of the
dates they were filed with the Commission, the documents incorporated
by reference in the Prospectus appear on their face to be
appropriately responsive in all material respects with the
requirements of the 1934 Act and the applicable 1934 Act Rules and
Regulations (except that such counsel need express no opinion as to
the financial statements or other financial data).
(v) The filing of the Registration Statement has
been duly authorized by the Board of Directors of the Company. This
Agreement has been duly authorized, executed and delivered by the
Company, and is a valid and legally binding obligation of the
Company. The performance of this Agreement and the consummation of
the transactions herein contemplated will not result in a violation
of the Company's certificate of incorporation or bylaws or result in
a breach or violation of any of the terms and provisions of, or
constitute a default under, or result in the creation or imposition
of any lien, charge or encumbrance upon any properties or assets of
the Company and its subsidiaries under, any statute, or under any
indenture, mortgage, deed of trust, note, loan agreement, sale and
leaseback arrangement, or any other agreement or instrument known to
such counsel to which the Company or any of its subsidiaries is a
party or by which they are bound or to which any of the properties or
assets of the Company or its subsidiaries are subject, or any order,
rule or regulation known to such counsel of any court or governmental
agency or body having jurisdiction over the Company or its
subsidiaries or their properties, except, in the case of any such
violation, breach, default, creation or imposition, to such extent as
does not materially adversely affect the business of the Company and
its subsidiaries taken as a whole.
(vi) To the knowledge of such counsel, (A) there
are no legal, governmental or regulatory proceedings pending or
threatened to which the Company or any subsidiary is a party or of
which the business or properties of the Company or any subsidiary is
the subject which are not disclosed in the Registration Statement and
Prospectus or which (individually, or in the aggregate) are material
to the business of the Company and its subsidiaries, taken as a
whole; (B) there are no contracts or documents of a character
required to be described in the Registration Statement or the
Prospectus or to be filed as an exhibit to the Registration Statement
which are not described or filed as required; and (C) there are no
statutes or regulations required to be described in the Registration
Statement or Prospectus which are not described as required.
(vii) The statements made in the Prospectus under
the caption "Common Stock Dividends and Price Range", with respect to
the Dividend Reinvestment Plan and the "Description of Common Stock"
incorporated by reference therein, have been reviewed by such counsel<PAGE>
Exhibit 1
Page 14 of 22
and are accurate summaries and fairly present the information
disclosed therein.
(viii) The DPUC has authorized the issuance and sale
of the Shares; such authorization, to the best of such counsel's
knowledge, is still in force and effect and is sufficient for the
issuance and sale of the Shares; the issuance and sale of the Shares
are in conformity with the terms of such authorization; and no other
authorization, approval, consent, order, registration or
qualification of or with any court or governmental body, authority or
agency is required with respect to the Company in connection with the
transactions contemplated by this Agreement, except such as may be
required under the Act or the Rules and Regulations or as may be
required by the NASD or NYSE or under state securities laws in
connection with the purchase and distribution of the Shares by the
Underwriters.
(ix) The Company is not an "investment company" or
a company "controlled" by an "investment company" within the meaning
of the Investment Company Act of 1940, as amended.
Such counsel shall confirm that in the course of its duties in
connection with the preparation of the Registration Statement and
Prospectus, nothing came to such counsel's attention that would lead them
to believe that (1) either the Registration Statement or Prospectus or any
amendment or supplement thereto (other than the financial statements or
other financial data as to which such counsel need express no opinion)
contains any untrue statement of a material fact or omits to state a
material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading, or (2) the Company or any of its subsidiaries either
(x) fails to hold all licenses, certificates, permits and approvals from
all state, federal and other regulatory authorities, or has failed to
satisfy in all material respects the requirements imposed by regulatory
bodies, administrative agencies or other governmental bodies, agencies or
officials, required for the Company or such subsidiary to own, lease and
operate its properties and conduct its business as described in the
Prospectus, or (y) is failing to conduct its business in compliance in all
material respects with all of the laws, rules and regulations of each
jurisdiction in which it conducts its business as described in the
Registration Statement, where the effect of any such failure referred to in
clauses (x) and (y) hereof is or would be materially adverse to the
business of the Company and its subsidiaries taken as a whole.
In rendering the foregoing opinion, such counsel may rely, provided
that the opinion shall state that you and they are entitled to so rely, (1)
as to matters involving laws of any jurisdiction other than Connecticut or
Federal law, upon opinions addressed to the Underwriters of other counsel
satisfactory to them and Peper, Martin, Jensen, Maichel and Hetlage, and
(2) as to all matters of fact, upon certificates and written statements of
and other communications with the executive officers and agents of, and
accountants for, the Company.
(d) You shall have received on the Closing Date (and, if
applicable, the Option Closing Date), from Peper, Martin, Jensen, Maichel
and Hetlage, Counsel to the Underwriters, such opinion or opinions, dated
the Closing Date (and, if applicable, the Option Closing Date) with respect
to the incorporation of the Company, the validity of the Shares, the
Registration Statement, the Prospectus and other related matters as you may<PAGE>
Exhibit 1
Page 15 of 22
reasonably require; the Company shall have furnished to such counsel such
documents as they reasonably request for the purpose of enabling them to
pass on such matters.
(e) You shall have received at or prior to the Closing Date
from Peper, Martin, Jensen, Maichel and Hetlage a memorandum or memoranda,
in form and substance satisfactory to you, with respect to the
qualification for offering and sale by the Underwriters of the Shares under
state securities or Blue Sky laws of such jurisdictions as the Underwriters
may have designated to the Company.
(f) On the business day immediately preceding the date of
this Agreement and on the Closing Date (and, if applicable, the Option
Closing Date), you shall have received from Arthur Andersen LLP, a letter
or letters, dated the date of this Agreement and the Closing Date (and, if
applicable, the Option Closing Date), respectively, in form and substance
satisfactory to you, confirming that they are independent public
accountants with respect to the Company within the meaning of the Act and
the published Rules and Regulations, and the answer to Item 509 of
Regulation S-K set forth in the Registration Statement is correct insofar
as it relates to them, and stating to the effect set forth in Schedule II
hereto.
(g) Except as contemplated in the Prospectus, (i) neither the
Company nor any of its subsidiaries shall have sustained since the date of
the latest audited financial statements included or incorporated by
reference in the Prospectus any loss or interference with its business from
fire, explosion, flood or other calamity, whether or not covered by
insurance, or from any labor dispute or court or governmental action, order
or decree; and (ii) subsequent to the respective dates as of which
information is given in the Registration Statement and the Prospectus,
neither the Company nor any of its subsidiaries shall have incurred any
liability or obligation, direct or contingent, or entered into
transactions, and there shall not have been any change in the capital stock
or long-term debt of the Company and its subsidiaries or any change in the
condition (financial or other), net worth, business, affairs, management,
prospects or results of operations of the Company or its subsidiaries,
including without limiting the foregoing, the initiation or threatened
initiation of any action, suit or other proceeding concerning compliance by
the Company or any of its subsidiaries, or any predecessor thereof, with
any requirements of federal, state or local laws or regulations relating to
air, water, solid waste management, hazardous or toxic waste or substances,
or the protection of health or the environment or concerning any solid or
hazardous waste or hazardous substance or pollutant or contaminant located
at any of the property currently or formerly owned or operated by the
Company or any of its subsidiaries the effect of which, in any such case
described in clause (i) or (ii), is in your judgment so material or adverse
as to make it impracticable or inadvisable to proceed with the public
offering or the delivery of the Shares being delivered on such Closing Date
(and, if applicable, the Option Closing Date) on the terms and in the
manner contemplated in the Prospectus.
(h) There shall not have occurred any of the following: (i)
a suspension or material limitation in trading in securities generally on
the New York Stock Exchange or the American Stock Exchange or the
establishing on such exchanges by the Commission or by such exchanges of
minimum or maximum prices which are not in force and effect on the date
hereof; (ii) a general moratorium on commercial banking activities declared<PAGE>
Exhibit 1
Page 16 of 22
by either federal or state authorities; (iii) the outbreak or escalation of
hostilities involving the United States or the declaration by the United
States of a national emergency or war, if the effect of any such event
specified in this clause (iii) in your judgment makes it impracticable or
inadvisable to proceed with the public offering or the delivery of the
Shares in the manner contemplated in the Prospectus; (iv) any calamity or
crisis, change in national, international or world affairs, act of God,
change in the international or domestic markets, or change in the existing
financial, political or economic conditions in the United States or
elsewhere, if the effect of any such event specified in this clause (iv)
makes it impracticable or inadvisable to proceed with the public offering
or the delivery of the Shares in the manner contemplated in the Prospectus;
or (v) the enactment, publication, decree, or other promulgation of any
federal or state statute, regulation, rule, or order of any court or other
governmental authority, or the taking of any action by any federal, state
or local government or agency in respect of fiscal or monetary affairs, if
the effect of any such event specified in this clause (v) in your judgment
makes it impracticable or inadvisable to proceed with the public offering
or the delivery of the Shares in the manner contemplated in the Prospectus.
(i) You shall have received certificates, dated the Closing
Date (and, if applicable, the Option Closing Date) and signed by the
President and the Senior Vice President Financial Services and Chief
Financial Officer of the Company stating that (i) they have carefully
examined the Registration Statement and the Prospectus as amended or
supplemented and all documents incorporated by reference therein and
nothing has come to their attention that would lead them to believe that
either the Registration Statement or the Prospectus, or any amendment or
supplement thereto or any documents incorporated by reference therein as of
their respective effective, issue or filing dates, contained, and the
Prospectus as amended or supplemented and all documents incorporated by
reference therein and when read together with the documents incorporated by
reference therein, at such Closing Date, contains any untrue statement of a
material fact, or omits to state a material fact required to be stated
therein or necessary in order to make the statements therein, in light of
the circumstances under which they were made, not misleading, and, that
(ii) all representations and warranties made herein by the Company are true
and correct in all material respects at such Closing Date, with the same
effect as if made on and as of such Closing Date, and all agreements herein
to be performed by the Company on or prior to such Closing Date have been
duly performed in all material respects.
(j) The Company shall not have failed, refused, or been
unable, at or prior to the Closing Date (and, if applicable, the Option
Closing Date) to have performed in all material respects any agreement on
its part to be performed or any of the conditions herein contained and
required to be performed or satisfied by them at or prior to such Closing
Date.
(k) The Company shall have furnished to you at the Closing
Date (and, if applicable, the Option Closing Date) such other certificates
as you may have reasonably requested as to the accuracy, on and as of such
Closing Date, of the representations and warranties of the Company herein
and as to the performance by the Company of its obligations hereunder.
(l) The Shares shall have been approved for listing on the
NYSE.
(m) The DPUC shall have authorized the issuance and sale of<PAGE>
Exhibit 1
Page 17 of 22
the Shares and such authorization shall be in full force and effect.
All such opinions, certificates, letters and documents will be in
compliance with the provisions hereof only if they are reasonably
satisfactory to you and to Peper, Martin, Jensen, Maichel and Hetlage,
counsel for the several Underwriters. The Company will furnish you with
such conformed copies of such opinions, certificates, letters and documents
as you may request.
If any of the conditions specified above in this Section 6 shall not
have been satisfied at or prior to the Closing Date (and, if applicable,
the Option Closing Date) or waived by you in writing, this Agreement may be
terminated by you on notice to the Company.
7. INDEMNIFICATION.
(a) The Company will indemnify and hold harmless each
Underwriter and each person, if any, who controls any Underwriter within
the meaning of the Act, against any losses, claims, damages or liabilities,
joint or several, to which such Underwriter or such controlling person may
become subject, under the Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are
based upon an untrue statement or alleged untrue statement of a material
fact contained in the Registration Statement, any Preliminary Prospectus,
the Prospectus, or any amendment or supplement thereto, or in any blue sky
application or other document executed by the Company or based on any
information furnished in writing by the Company, filed in any jurisdiction
in order to qualify any or all of the Shares under the securities laws
thereof ("Blue Sky Application"), or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to
be stated therein or necessary to make the statements therein, in light of
the circumstances under which they were made, not misleading; and will
reimburse each Underwriter and each such controlling person for any legal
or other expenses reasonably incurred by such Underwriter or such
controlling person in connection with investigating or defending any such
loss, claim, damage, liability or action; provided, however, that the
Company shall not be liable in any such case to the extent that any such
loss, claim, damage or liability arises out of or is based upon an untrue
statement or alleged untrue statement or omission or alleged omission made
in the Registration Statement, such Preliminary Prospectus or the
Prospectus, or such amendment or supplement, or any Blue Sky Application in
reliance upon and in conformity with written information furnished to the
Company by you or by any Underwriter through you, specifically for use in
the preparation thereof; and provided, further, that if any Preliminary
Prospectus or the Prospectus contained any alleged untrue statement or
allegedly omitted to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading and such
statement or omission shall have been corrected in a revised Preliminary
Prospectus or in the Prospectus or in an amended or supplemented
Prospectus, the Company shall not be liable to any Underwriter or
controlling person under this subsection (a) with respect to such alleged
untrue statement or alleged omission to the extent that any such loss,
claim, damage or liability of such Underwriter or controlling person
results from the fact that such Underwriter sold Shares to a person to whom
there was not sent or given, at or prior to the written confirmation of
such sale, such revised Preliminary Prospectus or Prospectus or amended or
supplemented Prospectus. This indemnity agreement shall be in addition to
any liabilities which the Company may otherwise have.<PAGE>
Exhibit 1
Page 18 of 22
(b) Each Underwriter will indemnify and hold harmless the
Company, each of its directors, each of its officers who have signed the
Registration Statement and, each person, if any, who controls the Company
within the meaning of the Act, against any losses, claims, damages or
liabilities, joint or several, to which the Company or any such director,
officer or controlling person may become subject, under the Act or
otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon any untrue
statement or alleged untrue statement of any material fact contained in the
Registration Statement, any Preliminary Prospectus, the Prospectus, any
amendment or supplement thereto, or any Blue Sky Application or arise out
of or are based upon the omission or the alleged omission to state therein
a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were
made, not misleading, in each case to the extent, but only to the extent,
that such untrue statement or alleged untrue statement or omission or
alleged omission was made in the Registration Statement, such Preliminary
Prospectus or the Prospectus, such amendment or supplement, or any Blue Sky
Application in reliance upon and in conformity with written information
furnished to the Company by any such Underwriter specifically for use in
the preparation thereof; and will reimburse any legal or other expenses
reasonably incurred by the Company or any such director, officer or
controlling person in connection with investigating or defending any such
loss, claim, damage, liability or action. This indemnity agreement shall
be in addition to any liabilities which the Underwriters may otherwise
have.
(c) Any party which proposes to assert the right to be
indemnified under this Section 7 shall, within ten days after receipt of
notice of commencement of any action, suit or proceeding against such party
in respect of which a claim is to be made against an indemnifying party
under this Section 7, notify each such indemnifying party of the
commencement of such action, suit or proceeding, enclosing a copy of all
papers served, but the omission so to notify such indemnifying party of any
such action, suit or proceeding shall not relieve such indemnifying party
from any liability which it may have to any indemnified party otherwise
than under this Section 7. In case any such action, suit or proceeding
shall be brought against any indemnified party and it shall notify the
indemnifying party of the commencement thereof, the indemnifying party
shall be entitled to participate in, and, to the extent that it shall wish,
jointly with any other indemnifying party, similarly notified, to assume
the defense thereof, with counsel reasonably satisfactory to such
indemnified party, and after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof, the
indemnifying party shall not be liable to such indemnified party for any
legal or other expenses, other than reasonable costs of investigation,
subsequently incurred by such indemnified party in connection with the
defense thereof. The indemnified party shall have the right to employ its
own counsel in any such action, but the fees and expenses of such counsel
shall be at the expense of such indemnified party unless (i) the employment
of counsel by such indemnified party at the expense of the indemnifying
party has been authorized by the indemnifying party, (ii) the indemnified
party shall have been advised by such counsel in a written opinion that
there may be a conflict of interest between the indemnifying party and the
indemnified party in the conduct of the defense, or certain aspects of the
defense, of such action (in which case the indemnifying party shall not
have the right to direct the defense of such action with respect to those
matters or aspects of the defense on which a conflict exists or may exist<PAGE>
Exhibit 1
Page 19 of 22
on behalf of the indemnified party) or (iii) the indemnifying party shall
not in fact have employed counsel to assume the defense of such action, in
any of which events such fees and expenses to the extent applicable shall
be borne by the indemnifying party. An indemnifying party shall not be
liable for any settlement of any action or claim effected without its
consent. Each indemnified party, as a condition of such indemnity, shall
cooperate in good faith with the indemnifying party in the defense of any
such action or claim.
(d) If the indemnification provided for in this Section 7 is
for any reason, other than pursuant to the terms thereof, judicially
determined (by the entry of a final judgment or decree by a court of
competent jurisdiction and the expiration of time to appeal or the denial
of the last right to appeal) to be unavailable to an indemnified party
under subsections (a) or (b) above in respect of any losses, claims,
damages or liabilities (or actions in respect thereof) referred to therein,
then each indemnifying party shall, in lieu of indemnifying such
indemnified party, contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or
liabilities (or actions in respect thereof) in such proportion as is
appropriate to reflect the relative benefits received by the Company and
the Underwriters from the offering of the Shares. If, however, the
allocation provided by the immediately preceding sentence is not permitted
by applicable law, then each indemnifying party shall contribute to such
amount paid or payable by such indemnified party in such proportion as is
appropriate to reflect not only such relative benefits but also the
relative fault, as applicable, of the Company the Underwriters in
connection with the statements or omissions which resulted in such losses,
claims, damages or liabilities (or actions in respect thereof), as well as
other relevant equitable considerations. The relative benefits received
by, as applicable, the Company and the Underwriters shall be deemed to be
in the same proportion as the total net proceeds from the offering (before
deducting expenses) received by the Company bear to the total underwriting
discounts and commissions received by the Underwriters. The relative fault
shall be determined by reference to, among other things, whether the untrue
statement of a material fact or the omission or alleged omission to state a
material fact relates to information supplied by the Company or the
Underwriters and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or
omission. The Company and the Underwriters agree that it would not be just
and equitable if contributions pursuant to this subsection (d) were
determined by pro rata allocation (even if the Underwriters were treated as
one entity for such purpose) or by any other method of allocation which
does not take account of the equitable considerations referred to above in
this subsection (d). The amount paid or payable by an indemnified party as
a result of the losses, claims, damages or liabilities (or actions in
respect thereof) referred to above in this subsection (d) shall be deemed
to include any legal or other expenses reasonably incurred by such
indemnified party in connection with investigating or defending any such
action or claim. Notwithstanding the provisions of this subsection (d), no
Underwriter shall be required to contribute any amount in excess of the
underwriting discounts and commissions applicable to the Shares purchased
by such Underwriter. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation. The Underwriters' obligations in this subsection (d) to
contribute are several in proportion to their respective underwriting
obligations and not joint.<PAGE>
Exhibit 1
Page 20 of 22
8. REPRESENTATIONS AND AGREEMENTS TO SURVIVE DELIVERY. All
representations, warranties, and agreements of the Company contained in
Sections 7 and 11 herein or in certificates delivered pursuant hereto, and
the agreements of the Underwriters contained in Section 7 hereof, shall
remain operative and in full force and effect regardless of any termination
or cancellation of this Agreement or any investigation made by or on behalf
of any Underwriter or any controlling person, the Company or any of its
officers, directors or any controlling persons, and shall survive delivery
of the Shares to the Underwriters hereunder.
9. SUBSTITUTION OF UNDERWRITERS.
(a) If any Underwriter shall default in its obligation to
purchase the Shares which it has agreed to purchase hereunder, you may in
your discretion arrange for you or another party or other parties to
purchase such Shares on the terms contained herein. If within thirty-six
hours after such default by any Underwriter you do not arrange for the
purchase of such Shares, then the Company shall be entitled to a further
period of thirty-six hours within which to procure another party or parties
reasonably satisfactory to you to purchase such Shares on such terms. In
the event that, within the respective prescribed periods, you notify the
Company that you have so arranged for the purchase of such Shares, or the
Company notify you that they have so arranged for the purchase of such
Shares, you or the Company shall have the right to postpone the Closing
Date for a period of not more than seven days, in order to effect whatever
changes may thereby be made necessary in the Registration Statement or the
Prospectus, or in any other documents or arrangements, and the Company
agrees to file promptly any amendments to the Registration Statement or the
Prospectus which in your opinion may thereby be made necessary. The term
"Underwriter" as used in this Agreement shall include any persons
substituted under this Section 9 with like effect as if such person had
originally been a party to this Agreement with respect to such Shares.
(b) If, after giving effect to any arrangements for the
purchase of the Shares of a defaulting Underwriter or Underwriters made by
you or the Company as provided in subsection (a) above, the aggregate
number of Shares which remains unpurchased does not exceed one tenth of the
total Shares to be sold on the Closing Date, then the Company shall have
the right to require each non-defaulting Underwriter to purchase the Shares
which such Underwriter agreed to purchase hereunder and, in addition, to
require each non-defaulting Underwriter to purchase its pro rata share
(based on the number of Shares which such Underwriter agreed to purchase
hereunder) of the Shares of such defaulting Underwriter or Underwriters for
which such arrangements have not been made; but nothing herein shall
relieve a defaulting Underwriter from liability for its default.
(c) If, after giving effect to any arrangements for the
purchase of the Shares of a defaulting Underwriter or Underwriters made by
you or the Company as provided in subsection (a) above, the number of
Shares which remains unpurchased exceeds one tenth of the total Shares to
be sold on the Closing Date, or if the Company shall not exercise the right
described in subsection (b) above to require the non-defaulting
Underwriters to purchase Shares of the defaulting Underwriter or
Underwriters, then this Agreement shall thereupon terminate, without
liability on the part of any non-defaulting Underwriter or the Company
except for the expenses to be borne by the Company and the Underwriters as
provided in Section 11 hereof and the indemnity and contribution agreements
in Section 7 hereof; but nothing herein shall relieve a defaulting<PAGE>
Exhibit 1
Page 21 of 22
Underwriter from liability for its default.
10. EFFECTIVE DATE AND TERMINATION.
(a) This Agreement shall become effective at 1:00 p.m., St.
Louis time, on the first business day following the effective date of the
Registration Statement, or at such earlier time after the effective date of
the Registration Statement as you in your discretion shall first release
the Shares for offering to the public; provided, however, that the
provisions of Section 7 and 11 shall at all times be effective. For the
purposes of this Section 10(a), the Shares shall be deemed to have been
released to the public upon release by you of the publication of a
newspaper advertisement relating to the Shares or upon release of
telegrams, facsimile transmissions or letters offering the Shares for sale
to securities dealers, whichever shall first occur.
(b) This Agreement may be terminated by you at any time
before it becomes effective in accordance with Section 10(a) by notice to
the Company; provided, however, that the provisions of this Section 10 and
of Section 7 and Section 11 hereof shall at all times be effective. In the
event of any termination of this Agreement pursuant to Section 9 or this
Section 10(b) hereof, the Company shall not then be under any liability to
any Underwriter except as provided in Section 7 or Section 11 hereof.
(c) This Agreement may be terminated by you at any time at or
prior to the Closing Date by notice to the Company if any condition
specified in Section 6 hereof shall not have been satisfied on or prior to
the Closing Date. Any such termination shall be without liability of any
party to any other party except as provided in Sections 7 and 11 hereof.
(d) This Agreement also may be terminated by you, by notice
to the Company, as to any obligation of the Underwriters to purchase the
Option Shares, if any condition specified in Section 6 hereof shall not
have been satisfied at or prior to the Option Closing Date or as provided
in Section 9 of this Agreement.
If you terminate this Agreement as provided in Sections 10(b), 10(c)
or 10(d), you shall notify the Company by telephone or telegram, confirmed
by letter.
11. COSTS AND EXPENSES. The Company will bear and pay the costs
and expenses incident to the registration of the Shares and public offering
thereof, including, without limitation, (a) the fees and expenses of the
Company's accountants and the fees and expenses of counsel for the Company,
(b) the preparation, printing, filing, delivery and shipping of the
Registration Statement, each Preliminary Prospectus, the Prospectus and any
amendments or supplements thereto (except as otherwise expressly provided
in Section 5(d) hereof) and the printing, delivery and shipping of this
Agreement, the Agreement Between Underwriters, the Selected Dealer
Agreement, Underwriters' Questionnaires and Powers of Attorney and Blue Sky
Memoranda, (c) the furnishing of copies of such documents (except as
otherwise expressly provided in Section 5(d) hereof) to the Underwriters,
(d) the registration or qualification of the Shares for offering and sale
under the securities laws of the various states, including the reasonable
fees and disbursements of Underwriters' counsel relating to such
registration or qualification, (e) the fees payable to the NASD, if any,
and the Commission in connection with their review of the proposed offering
of the Shares, (f) all printing and engraving costs related to preparation<PAGE>
Exhibit 1
Page 22 of 22
of the certificates for the Shares, including transfer agent and registrar
fees, (g) all initial transfer taxes, if any, (h) all fees and expenses
relating to the listing of the Shares for trading on NYSE and (i) all
travel expenses, including air fare and accommodation expenses, of
representatives of the Company in connection with the offering of the
Shares and (j) all of the other costs and expenses incident to the
performance by the Company of the registration and offering of the Shares;
provided, however, that the Underwriters will bear and pay the fees and
expenses of the Underwriters' counsel (other than fees and disbursements
relating to the registration or qualification of the Shares for offering
and sale under the securities laws of the various states), the
Underwriters' out-of-pocket expenses, and any advertising costs and
expenses incurred by the Underwriters incident to the public offering of
the Shares.
If this Agreement is terminated by you in accordance with the
provisions of Section 10(c), the Company shall reimburse the Underwriters
for all of their out-of-pocket expenses, including the reasonable fees and
disbursements of counsel to the Underwriters.
12. NOTICES. All notices or communications hereunder, except as
herein otherwise specifically provided, shall be in writing and if sent to
the Underwriters shall be mailed, delivered, sent by facsimile
transmission, or telegraphed and confirmed c/o A.G. Edwards & Sons, Inc. at
One North Jefferson Avenue, St. Louis, Missouri 63103, Attention:
Syndicate, facsimile number (314) 289-7387, or if sent to the Company shall
be mailed, delivered, sent by facsimile transmission, or telegraphed and
confirmed to the Company at 100 Columbus Boulevard, Hartford, Connecticut
06103, facsimile number (203) 727-3064. Notice to any Underwriter pursuant
to Section 7 shall be mailed, delivered, sent by facsimile transmission, or
telegraphed and confirmed to such Underwriter's address as it appears in
the Underwriters' Questionnaire furnished in connection with the offering
of the Shares or as otherwise furnished to the Company.
13. PARTIES. This Agreement shall inure to the benefit of and be
binding upon the Underwriters and the Company and their respective
successors and assigns. Nothing expressed or mentioned in this Agreement
is intended or shall be construed to give any person, corporation or other
entity, other than the parties hereto and their respective successors and
assigns and the controlling persons, officers and directors referred to in
Section 7, any legal or equitable right, remedy or claim under or in
respect of this Agreement or any provision herein contained; this Agreement
and all conditions and provisions hereof being intended to be and being for
the sole and exclusive benefit of the parties hereto and their respective
successors and assigns and said controlling persons and said officers and
directors, and for the benefit of no other person, corporation or other
entity. No purchaser of any of the Shares from any Underwriter shall be
construed a successor or assign by reason merely of such purchase.
In all dealings with the Company under this Agreement you shall act
on behalf of each of the several Underwriters and the Company shall be
entitled to act and rely upon any statement, request, notice or agreement
on behalf of the Underwriters, made or given by you on behalf of the
Underwriters, as if the same shall have been made or given in writing by
the Underwriters.
14. COUNTERPARTS. This Agreement may be executed by any one or
more of the parties hereto in any number of counterparts, each of which
shall be deemed to be an original, but all such counterparts shall together<PAGE>
Exhibit 1
Page 23 of 22
constitute one and the same instrument.
15. PRONOUNS. Whenever a pronoun of any gender or number is used
herein, it shall, where appropriate, be deemed to include any other gender
and number.
16. APPLICABLE LAW. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of Missouri.
If the foregoing is in accordance with your understanding, please so
indicate in the space provided below for that purpose, whereupon this
letter shall constitute a binding agreement among the Company and the
Underwriters.
CONNECTICUT NATURAL GAS CORPORATION
By: _______________________________
Title: ____________________________
Accepted in St. Louis, Missouri
as of the date first above written.
A.G. EDWARDS & SONS, INC.
as Representative
By:____________________________
Title: Senior Vice President
<PAGE>
Exhibit 1
Page 24 of 22
SCHEDULE I
Name Number of Shares
---- ----------------
A.G. Edwards & Sons, Inc.
Edward D. Jones & Co.
-------
Total 640,000
=======
<PAGE>
Exhibit 1
Page 25 of 22
SCHEDULE II
Pursuant to Section 6(f) of the Underwriting Agreement, Arthur
Andersen LLP shall furnish letters to the Underwriters to the effect that:
(i) They are independent certified public accountants with
respect to the Company and its subsidiaries within the meaning of the Act
and the applicable Rules and Regulations thereunder.
(ii) In their opinion, the financial statements and any
supplementary financial information and schedules audited (and, if
applicable, prospective financial statements and/or pro forma financial
information examined) by them and included or incorporated by reference in
the Prospectus or the Registration Statement comply as to form in all
material respects with the applicable accounting requirements of the Act
and the applicable Rules and Regulations with respect to registration
statements on Form S-3; and, if applicable, they have made a review in
accordance with standards established by the American Institute of
Certified Public Accountants ("AICPA") of the unaudited consolidated
interim financial statements, selected financial data, pro forma financial
information, prospective financial statements and/or condensed financial
statements derived from audited financial statements of the Company for the
periods specified in such letter, as indicated in their reports thereon,
copies of which have been furnished to the Underwriters.
(iii) On the basis of limited procedures, not constituting an
audit in accordance with generally accepted auditing standards, consisting
of a reading of the unaudited financial statements and other information
referred to below, performing the procedures specified by the AICPA for a
review of interim financial information as discussed in SAS No. 71, Interim
Financial Information, on the latest available interim financial statements
of the Company and its subsidiaries, inspection of the minute books of the
Company and its subsidiaries since the date of the latest audited financial
statements included in the Prospectus, inquiries of officials of the
Company and its subsidiaries responsible for financial and accounting
matters and such other inquiries and procedures as may be specified in such
letter, nothing came to their attention that caused them to believe that:
(A) any material modifications should be made to the
unaudited consolidated statements of income, consolidated
balance sheets and consolidated statements of cash flows
included in the Prospectus for them to be in conformity with
generally accepted accounting principles, or the unaudited
consolidated statements of income, consolidated balance sheets
and consolidated statements of cash flows included in the
Prospectus do not comply as to form in all material respects
with the applicable accounting requirements of the Act and the
related published Rules and Regulations thereunder.
(B) any other unaudited income statement data and
balance sheet items included in the Prospectus do not agree
with the corresponding items in the unaudited consolidated
financial statements from which such data and items were
derived, and any such unaudited data and items were not
determined on a basis substantially consistent with the basis
for the corresponding amounts in the audited consolidated<PAGE>
Exhibit 1
Page 26 of 22
financial statements included in the Prospectus.
(C) the unaudited financial statements which were not
included in the Prospectus but from which were derived any
unaudited condensed financial statements referred to in Clause
(A) and any unaudited income statement data and balance sheet
items included in the Prospectus and referred to in Clause (B)
were not determined on a basis substantially consistent with
the basis for the audited consolidated financial statements
included in the Prospectus.
(D) any unaudited pro forma consolidated condensed
financial statements included in the Prospectus do not comply
as to form in all material respects with the applicable
accounting requirements of the Act and the published rules and
regulations thereunder or the pro forma adjustments have not
been properly applied to the historical amounts in the
compilation of those statements.
(E) as of a specified date not more than five days
prior to the date of such letter, there have been any changes
in the consolidated capital stock or any increase in the
consolidated long-term debt of the Company and its
subsidiaries, or any decreases in consolidated working capital,
net current assets or net assets, or any changes in any other
items specified by the Underwriters, in each case as compared
with amounts shown in the latest balance sheet included in the
Prospectus, except in each case for changes, increases or
decreases which the Prospectus discloses have occurred or may
occur or which are described in such letter.
(F) for the period from the date of the latest
financial statements included in the Prospectus to the
specified date referred to in Clause (E) there were any
decreases in consolidated net revenues or operating profit or
the total or per share amounts of consolidated net income or
any changes in any other items specified by the Underwriters,
in each case as compared with the comparable period of the
preceding year and with any other period of corresponding
length specified by the Underwriters, except in each case for
changes, decreases or increases which the Prospectus discloses
have occurred or may occur or which are described in such
letter.
(iv) In addition to the audit referred to in their report(s)
included or incorporated by reference in the Prospectus and the limited
procedures, inspection of minute books, inquiries and other procedures
referred to in paragraph (iii) above, they have carried out certain
specified procedures, not constituting an audit in accordance with
generally accepted auditing standards, with respect to certain amounts,
percentages and financial information specified by the Underwriters, which
are derived from the general accounting records of the Company and its
subsidiaries for the periods covered by their reports and any interim or
other periods since the latest period covered by their reports, which
appear in the Prospectus, or in Part II of, or in exhibits and schedules
to, the Registration Statement specified by the Underwriters, and have
compared certain of such amounts, percentages and financial information
with the accounting records of the Company and its subsidiaries and have
found them to be in agreement.<PAGE>
Exhibit 1
Page 27 of 22
<PAGE>
Exhibit 5
Page 1 of 1
MURTHA, CULLINA, RICHTER AND PINNEY
(LETTERHEAD)
May 1, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Connecticut Natural Gas Corporation
Registration Statement on Form S-3 Relating
to the Offering and Sale of 700,000 Shares
of Common Stock
Gentlemen:
This firm is counsel to Connecticut Natural Gas Corporation (the
"Company") in connection with the proposed sale and issuance of 700,000
shares of its Common Stock, par value $3.125 per share, as described in the
Company's Registration Statement on Form S-3 (the "Registration Statement")
today filed with the Commission. We are familiar with the action taken by
the Company to date with respect to the authorization of the sale and
issuance of such shares of Common Stock pursuant to the Registration
Statement and have made such additional investigation as we have considered
necessary for purposes of rendering the opinions contained herein.
It is our opinion that, upon the effectiveness of the Registration
Statement, the 700,000 shares of Common Stock which may be sold and issued
by the Company in the manner described in the Registration Statement will,
when so sold and issued, be legally issued, fully paid and nonassessable.
We hereby consent to the reference to our firm under the heading
"Legal Opinions" in the Prospectus constituting a part of the Registration
Statement and the filing of this opinion as an Exhibit to the Registration
Statement.
Very truly yours,
MURTHA, CULLINA, RICHTER AND PINNEY
S/ Willard F. Pinney, Jr.
--------------------------------------
Willard F. Pinney, Jr.
a Partner of the Firm
<PAGE>
EXHIBIT 23(i)
Page 1 of 1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our report
dated November 21, 1995 included in Connecticut Natural Gas Corporation's
Annual Report on Form 10-K for the fiscal year ended September 30, 1995 and
to all references to our Firm included in this registration statement.
S/ Arthur Andersen LLP
---------------------------
ARTHUR ANDERSEN LLP
Hartford, Connecticut
May 1, 1996
<PAGE>
Exhibit 24
Page 1 of 2
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned does
hereby appoint and constitute James P. Bolduc and Reginald L. Babcock and
each of them 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 otherwise) a Registration Statement on Form S-3 concerning
the offering of up to 700,000 shares of its common stock, all amendments
thereto, and all instruments necessary or advisable in connection with such
Registration Statement or amendments; and to file such Registration
Statement and any and all amendments thereto with the Securities and
Exchange Commission. Each of said attorneys shall have the power to act
hereunder with or without the other.
IN WITNESS WHEREOF, the undersigned have executed this instrument
this 23rd day of APRIL, 1996.
<TABLE>
<S> <C>
S/ Bessye W. Bennett S/ Denis F. Mullane
------------------------------------ ------------------------------------
Bessye W. Bennett Denis F. Mullane
S/ James F. English, Jr. S/ Richard J. Shima
------------------------------------ ------------------------------------
James F. English, Jr. Richard J. Shima
S/ Herman J. Fonteyne
------------------------------------ ------------------------------------
Herman J. Fonteyne Laurence A. Tanner
S/ Beverly L. Hamilton S/ DeRoy C. Thomas
------------------------------------ ------------------------------------
Beverly L. Hamilton DeRoy C. Thomas
S/ Harvey S. Levenson S/ Michael W. Tomasso
------------------------------------ ------------------------------------
Harvey S. Levenson Michael W. Tomasso
</TABLE>
<PAGE>
Exhibit 24
Page 2 of 2
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned does
hereby appoint and constitute James P. Bolduc and Reginald L. Babcock and
each of them 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 otherwise) a Registration Statement on Form S-3 concerning
the offering of up to 700,000 shares of its common stock, all amendments
thereto, and all instruments necessary or advisable in connection with such
Registration Statement or amendments; and to file such Registration
Statement and any and all amendments thereto with the Securities and
Exchange Commission. Each of said attorneys shall have the power to act
hereunder with or without the other.
IN WITNESS WHEREOF, the undersigned have executed this instrument
this 24th day of APRIL, 1996.
<TABLE>
<S> <C>
------------------------------------ ------------------------------------
Bessye W. Bennett Denis F. Mullane
------------------------------------ ------------------------------------
James F. English, Jr. Richard J. Shima
S/ Laurence A. Tanner
------------------------------------ ------------------------------------
Herman J. Fonteyne Laurence A. Tanner
------------------------------------ ------------------------------------
Beverly L. Hamilton DeRoy C. Thomas
------------------------------------ ------------------------------------
Harvey S. Levenson Michael W. Tomasso
</TABLE>
<PAGE>
