Corning Natural Gas Corporation
330 W. William Street
P.O. Box 58
Corning, New York 14830
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
to be held on Tuesday, February 8, 2000
Corning, New York
January 11, 2000
To the Common Stockholders of
Corning Natural Gas Corporation
Notice is hereby given that the Annual Meeting of Stockholders of
Corning Natural Gas Corporation will be held at the office of the
Company, 330 W. William Street, in the City of Corning, New York,
on Tuesday, February 8, 2000 at 10:30 A.M., local time, for the
following purposes:
(1)To fix the number of Directors at five and to elect a Board of
Directors for the ensuing year.
(2 To transact such other business as may properly come before the meeting.
The stock transfer books will not be closed, but only common stockholders
of record at the close of business on January 4, 2000 will be entitled
to vote at the meeting or any adjournment thereof.
You are cordially invited to attend the meeting and vote your shares.
In the event that you cannot attend, please date, sign and mail the
enclosed proxy in the enclosed self-addressed envelope. A stockholder
who executes and returns a proxy in the accompanying form has the power
to revoke such proxy at any time prior to the exercise thereof.
By Order of the Board of Directors
PHYLLIS J. GROEGER, Secretary
CORNING NATURAL GAS CORPORATION
PROXY STATEMENT
January 11, 2000
By Whom Proxy Solicited and Solicitation Expenses. The accompanying
proxy is solicited by the Board of Directors of the Company for use at
the Annual Meeting of Stockholders to be held on Tuesday, February 8, 2000.
Proxies in substantially the accompanying form, properly executed and
received prior to or delivered at the meeting and not revoked, will be
voted in accordance with the specification made. The expense of soliciting
proxies will be borne by the Company.
The approximate date upon which this proxy statement and the accompanying
proxy will first be mailed to stockholders is January 11, 2000.
Right to Revoke Proxy. Any stockholder giving the proxy enclosed with this
statement has the power to revoke it at any time prior to the exercise
thereof. Such revocation may be by writing (which may include a later
dated proxy) received by the Office of the Secretary, Corning Natural Gas
Corporation, 330 W. William Street, PO Box 58, Corning, New York, 14830, no
later than February 7, 2000 if by mail, or prior to the exercise thereof if
delivered by hand. Such revocation may also be effected orally at the
meeting prior to the exercise of the proxy.
Proposals of Stockholders. Stockholders' proposals intended to be presented
at the 2001 Annual Meeting of Stockholders must be received by the Office
of the Secretary, Corning Natural Gas Corporation, 330 W. William St, PO Box
58, Corning, New York 14830, by September 12, 2000. As to any proposal
that a stockholder intends to present to stockholders without being
included in the Company's proxy statement for the Company's 2001 Annual
Meeting of Stockholders, the proxies named in management's proxy for the
meeting will be entitled to exercise their discretionary authority on that
proposal unless the Company receives notice of the matter to be proposed
not later than November 28, 2000. Even if proper notice is received on or
prior to November 28, 2000, the proxies named in management's proxy for that
meeting may nevertheless exercise their discretionary authority with respect
to such matter by advising stockholders of such proposals and how they intend
to exercise their discretion to vote on such matter, unless the stockholder
making the proposal solicits proxies with respect to the proposal as set
forth in Rule 14a-4(c)(2) of the Securities Exchange Act of 1934.
Voting Securities Outstanding. There were 460,000 shares of common stock
outstanding and entitled to vote on January 4, 2000 (the "Record Date"). Each
share of common stock is entitled to one vote. Only stockholders of record
on the Record Date are entitled to notice of and to vote at the meeting or
any adjournment thereof.
Abstentions and broker non-votes are each included in calculating the
number of shares present and voting for purposes of determining quorum
requirements. However, each is tabulated separately. Abstentions are
counted in tabulating the votes cast on proposals presented to shareholders,
whereas broker non-votes are not counted for purposes of determining whether
a proposal has been approved.
The following table sets forth the shares of the Company's common stock,
and the percent of total outstanding shares represented thereby, beneficially
owned* by the nominees for director of the Company, the Chief Executive
Officer of the Company, all directors and officers as a group, and all
persons or groups known to the Company to beneficially own more than 5%
of such stock.
*As used in this Proxy Statement, "beneficial ownership" includes direct or
indirect, sole or shared power to vote, or to direct the voting of, and/or
investment power to dispose of, or to direct the disposition of, shares of
the common stock of the Company. Except as otherwise indicated in the
footnotes below, the listed beneficial owners held direct and sole voting
and investment power with respect to the stated shares.
<TABLE>
<CAPTION>
Shares of Stock
Beneficially Owned
Directly or Indirectly
Beneficial Owners as of Sept 30, 1999 Percent of Class
<S> <C> <C>
J. Edward Barry(Director) 45,999(1) 10.0%
330 W William Street
Corning, New York
Thomas K. Barry(Director and 14,393(2) 3.1%
Chief Executive Officer)
330 W. William Street
Corning, New York
Thomas H. Bilodeau (Director) 3,788(3) *
1648 Jupiter Cove Dr., Apt. 312
Jupiter, Florida
Bradford J. Faxon (Director) 27,210(4) 5.9%
225 Hix Bridge Road
Westport, Massachusetts
Jay A. Finley (Director) 15,000(5) 3.3%
27 Spring Terrace
Corning, New York
Edgar F. Lewis (Senior V-Pres-Operations)
330 W William Street 200(6) *
Corning, New York
Liselotte R. Lull and 45,029(7) 9.8%
Robert E. Lull
231 Watauga Avenue
Corning, New York
Jack R. McCormick(Director) 1,969 *
2560 Riverside Avenue
Somerset, Massachusetts
Donald R. Patnode (Director) 14,194(8) 3.1%
91 Stage Harbor Road
Chatham, Massachusetts
Kenneth J. Robinson(Exec VP) 3,369(9) *
330 W William Street
Corning, New York
All directors and officers 128,047(10) 27.8%
of the Company, thirteen persons
as a group.
</TABLE>
*Less than one percent
(1)Includes 25,066 shares held in trust, with respect to which J. Edward
Barry has shared voting and investment power, and 20,933 shares benefically
owned and held in trust on behalf of Virginia S. Barry, with respect to
which J. Edward Barry also has shared voting and investment power. Percentage
reflects rounding; actual percentage is less than 10 percent.
(2)Includes indirect beneficial ownership of 1,280 shares owned by children
of Thomas K. Barry, and as to which Thomas K. Barry has shared voting and
investment power.
(3)All shares are held in trusts and Mr. Bilodeau is a beneficiary or
contingent beneficiary of such trusts.
(4)Includes indirect beneficial ownership of 5,431 shares owned by children
of Bradford J. Faxon, and as to which Bradford J. Faxon has shared voting
and investment power.
(5)Includes indirect beneficial ownership of 7,500 shares owned by
Gertrude C. Finley, who has sole voting and investment power over such shares.
(6)All shares are owned jointly with Evelyn Lewis.
(7)Includes 23,378 shares owned by Liselotte R. Lull and 21,651 shares
owned by Robert E. Lull.
(8)Includes 2,000 shares owned by spouse, who has sole voting and
investment power over such shares. Also includes 6,994 shares held in
two trusts, of which Donald R. Patnode is co-trustee.
(9)Includes 2,837 shares owned jointly with Sherry Robinson and 500
shares owned by a son of Kenneth J. Robinson, and as to which Kenneth J.
Robinson has shared voting and investment power.
(10)Aggregate record or imputed beneficial ownership, with sole or
shared voting or investment power.
Election of Directors. (Proposal No. 1) It is the intention of the
persons named in the enclosed proxy to vote the shares represented by the
proxy to fix the number of directors at five to elect the nominees listed
below to serve until the next Annual Meeting of Stockholders and until
their successors are duly elected and qualified. In the event of a
vacancy in the list of nominees, an event which the Board of Directors
does not anticipate, the holders of the proxies will vote for the election
of a nominee acceptable to the remaining nominees. The directors must be
elected by a plurality of votes cast. The following is a brief description
of each nominee, including his principal employment or professional
experience for the past five years.
Thomas K. Barry, 54, Chairman of the Board of Directors since 1993,
President of the Company since 1983, Chief Executive Officer since 1984.
A Director since 1983 and a member of the Executive and Pension Fund
Committees. A Director of Fall River Gas Company. Son of J. Edward Barry,
Consultant to the Company.
Thomas H. Bilodeau, 57, Vice President - Finance, Medical & Environmental
Coolers, Inc. since 1990. A Director since 1984 and a member of the
Compensation and Audit Committees. A Director of Fall River Gas Company.
Bradford J. Faxon, 61, Chairman of the Board of Directors, President and
Director of Fall River Gas Company since 1986. A Director since 1984,
Chairman of the Compensation Committee and a member of the Pension Fund
Committee.
Donald R. Patnode, 71, Retired; former President of Industrial Filters
and Equipment Corporation 1989-1994. A Director since 1964, Chairman of
the Audit Committee and a member of the Compensation Committee. Director
also of Fall River Gas Company.
Kenneth J. Robinson, 55, Executive Vice President since 1992. Joined the
Company in 1978 as an accountant and most recently served as Financial
Vice President and Treasurer for 4 years.
The Board of Directors does not have a standing nominating committee, or
any committee performing similar functions. The Board of Directors has a
standing Audit Committee, of which Messrs. D.R. Patnode, J.R. McCormick
and T.H. Bilodeau are the members, the function of which is to recommend
the selection of independent auditors, review the plan and results of the
independent audit and approve each professional service provided by the
independent auditors. The Audit Committee had one meeting in 1999. The
Board of Directors also has a standing Compensation Committee, of which
Messrs. D.R. Patnode, B.J. Faxon and T.H. Bilodeau are the members. This
committee met once during 1999. This committee reviews officer performance
and duties and decides upon appropriate remuneration. The Board of
Directors met five times in 1999. Each Director attended more than 75%
of the aggregate number of meetings of the Board and committees on which
he served during the year.
At the most recent annual meeting of stockholders of the Company, held
on February 9, 1999, out of a total of 460,000 shares entitled to vote
at the meeting, 425,918 shares (92.6% of the total) were actually voted
at the meeting with respect to the election of Directors. Nominees
proposed for election by the Board of Directors were elected by requisite
vote at such meeting. Each nominee received an affirmative vote of over 99%
of the votes cast.
Cash Compensation of Executive Officers. The following table sets forth
the compensation paid or accrued by the Company and its subsidiary during
the fiscal years ended September 30, 1997, September 30, 1998 and September
30, 1999 to the Company's Chief Executive Officer and to each Executive
Officer whose aggregate cash compensation exceeded $100,000. Although
only principal capacities are listed, the compensation figures include
all compensation received in any capacity, including directorships, for
services rendered during the fiscal years indicated.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Annual Compensation(1)
Name and
Other Annual
Principal Position Year Salary (2) Bonus
Compensation (3)
<S> <C> <C> <C> <C>
Thomas K. Barry 1999 $162,483 --- $ 12,500
President and Chief 1998 153,212 --- 12,500
Executive Officer 1997 144,887 --- 12,500
Kenneth J. Robinson 1999 $115,017 --- ---
Exec. Vice President 1998 106,777 --- ---
1997 100,425 ---
- ---
Edgar F. Lewis 1999 $107,721 --- ---
Sr. Vice President- 1998 100,511 --- ---
Operations
</TABLE>
(1) The Company did not pay any long-term compensation to its Chief
Executive Officer or to its other executive officers during the fiscal
years ended September 30, 1999, 1998 and 1997.
(2) The amounts in this column represent the aggregate of cash contributions
received and matching contributions made by the Company on behalf of the
named executive officers to the Company's 401(k) Savings Plan (the "Savings
Plan").
(3) Consists of director's fees paid to the named executive officers by the
Company and its subsidiary.
A description of the executive officers, other than Mr. Thomas K. Barry
and Mr. Kenneth J. Robinson, for whom a description is provided above,
is set forth below.
Edgar F. Lewis (age 62) is Senior Vice President - Operations. Mr. Lewis'
career with the Company dates back to 1956. He has been in charge of
operations for the past 27 years; 19 years in his current position. Mr.
Lewis will retire effective February 1, 2000.
Thomas S. Roye (age 46) is Vice President - Administration. Mr. Roye has
served 8 years in his current position and was previously Assistant Treasurer
& Assistant Secretary. He has prior utility experience and accounting
education and has been employed since 1978.
Stanley G. Sleve (age 50) is Vice President - Business Development.
Mr. Sleve was employed by the Company in January, 1998 primarily to secure
and develop new business. Mr. Sleve has had twenty-four years of project,
client and construction management experience with engineering and
architectural service firms.
Gary K. Earley (age 45) is Treasurer. Mr. Earley has been a practicing
accountant since 1976. He joined the firm in 1987 as an accountant in the
rates and regulations department and has served as Treasurer for the past
8 years.
Phyllis J. Groeger (age 59) is Corporate Secretary. Mrs. Groeger has been
employed since 1973 in a number of positions advancing to Assistant
Secretary in 1986 and has been Secretary of the Company for the past 12 years.
Compensation Pursuant to Plans. The Company has entered into separate
supplemental benefits agreements with Thomas K. Barry and Kenneth J.
Robinson (collectively, the "Supplemental Benefits Agreements"), which
provide that the officer covered thereby and retiring after the age of 62
is entitled to receive monthly payments equal to 35% of such officer's
monthly salary at retirement for either life or 180 months, whichever is
longer. Such amount payable shall increase by 4% annually on the
anniversary date officer's retirement. Retirement benefits otherwise
available upon retirement at age 62 under the Supplemental Benefits
Agreements are reduced cumulatively by 4% for each year prior to age 60
in which the covered officer retires; provided, however, that an officer
covered under a Supplemental Benefits Agreement receives no retirement
benefits thereunder in the event that such officer retires before age 55.
Furthermore, the Supplemental Benefits Agreements provide that in the event
that an officer covered by a Supplemental Benefits Agreement dies prior to
retirement, such officer's designated beneficiary is entitled to receive
monthly payments equal to 50% of such officer's monthly salary at death
for 180 months.
The Company has also entered into an additional, more limited, Supplemental
Benefits Agreement with Edgar F. Lewis, which contains terms similar to the
foregoing agreements.However, such limited Supplemental Benefits Agreement
provides for monthly payments equal to 20% of the subject employee's monthly
salary in the event of retirement, monthly payments equal to 35% of his
monthly salary in the event of his death prior to retirement, and does
not include an annual escalator.
Eligibility to enter into a Supplemental Benefits Agreement, or equivalent
thereof, is based upon employee performance, service and value to the
Company; such eligibility is determined on an individual basis by the
Board of Directors. Currently, such executive officers (as discussed, above)
are the only employees of the Company covered by a Supplemental Benefits
Agreement, and no payments have been made to date under such agreements. The
Supplemental Benefits Agreements are in addition to the amounts shown in the
Summary of Compensation Table and are not subject to limitation. As of
September 30, 1999 the estimated annual benefits payable under a Supplemental
Benefits Agreement upon retirement at the normal retirement age for Mr. E.F.
Lewis are $22,200, Mr. K.J. Robinson are $41,650 and for Mr. T.K. Barry are
$58,100.
The Company also maintains the Corning Natural Gas Corporation Employees
Savings Plan (the "Savings Plan"). All employees of the Company who work
for more than 1,000 hours per year and who have completed one year of
service may participate in the Savings Plan as of the following January 1
or July 1. Under the Savings Plan, participants may contribute up to 15%
of their wages. For non-union employees the Company will match one-half
of the participant's contributions up to total of 3% of the participant's
wages. Company matching contributions vest in the participants at a rate
of 20% per year and become fully vested after five years. All participants
may select one of seven investment plans, or a combination thereof, for their
account. Distribution of amounts accumulated under the Savings Plan occurs
upon the termination of employment or death of participant. The Savings
Plan also contains loan and hardship withdrawal provisions. During the fiscal
year ended September 30, 1999, no amounts were distributed to executive
officers under the Savings Plan. The amounts accrued under the Savings
Plan by Messrs. T.K. Barry, K.J. Robinson, and E.F. Lewis in fiscal 1999
are included in the compensation figures in the table on Page 4.
Compensation of Directors. The current annual Director's compensation is
$5,000. In addition, Directors are paid $300 for each Board meeting attended.
Additionally, the chairmen of the Board's Executive, Audit, Compensation and
Pension Fund committees and those directors who serve on more than one
committee receive an annual fee of $1,500 for such services. Committee
members other than the chairmen are paid $1,000 annually for their services,
subject to the limitation that no committee chairman or member may receive
more than $1,500 annually for such services regardless of the number of
committees on which he serves.
As allowed by New York law, the Company currently has in effect an insurance
policy, with an effective date of June 1, 1999, with National Union Fire
Insurance Company for the indemnification of officers and directors at
an annual premium cost of $38,000.
Employment Contracts and Termination of Employment and Change-in-Control
Arrangements. The Company has entered into an employment contract with
each of Mr. T.K. Barry and Mr. K.J. Robinson. Under the terms of such
employment contracts, each officer is compensated for his duties as an officer
and director with such salary as is determined from time to time by the
Board of Directors. The term of each officer's employment contract is for a
rolling three year period, unless earlier terminated by an act of either
the Company or such officer. Each officer's employment contact further
provides that upon any change in control of the Company, the Company shall pay
such officer three times his then-present annual salary and reimbursement
of payments for excise tax, if any, required under Section 4999 of the
Internal Revenue Code. The Employment Contracts also provide for payment
to such officer, upon his retirement, of amounts that, when combined
with payments under the pension plan would provide such officer a total
pension benefit, as specified in the Company's pension plan, as if the
limitations on pension plan payments under Internal Revenue Code Sections
415(b) and (e) did not apply. Payment of such amounts and downward
adjustments of such amounts are made under the same terms as specified
in the pension plan. Such contracts also require the Company's continued
provision of health care benefits to such officer after retirement, except
when the officer is terminated for cause.
Auditors. KPMG LLP, Certified Public Accountants who served as principal
accountants for the Company for the past fiscal year, have no direct
or indirect financial interest in the Company or its subsidiaries in the
capacity of promoter, underwriter, voting director, officer or employee.
A representative of KPMG LLP will be present at the meeting, with the
opportunity to make a statement if such representative desires to do so,
and will be available to respond to appropriate questions.
Other Matters. Except for the matters set forth above, the Board of
Directors knows of no matters which may be presented to the meeting, but if
any other matters properly come before the meeting, it is the intention of
the persons named in the accompanying form of proxy to vote such proxy in
accordance with their judgment in such matters.
PLEASE DATE, SIGN AND RETURN THE ENCLOSED PROXY.
By Order of the Board of Directors,
PHYLLIS J. GROEGER, Secretary
Persons whose proxies are solicited by the Board of Directors of the
Company may obtain, without charge, a copy of the Company's Annual Report
on Form 10-KSB, including the financial statements and schedules thereto,
required to be filed with the Securities and Exchange Commission for the
Company's most recent fiscal year. The report will be furnished upon
request made in writing to:
Thomas K. Barry
Chairman of the Board of Directors
Corning Natural Gas Corporation
330 W. William Street
P.O. Box 58
Corning, New York 14830
