The Berkshire Gas Company
115 Cheshire Road
Pittsfield, MA 01201-1879
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held November 14, 1995
Pittsfield, Massachusetts
October 10, 1995
Notice is hereby given that the Annual Meeting of Shareholders
of The Berkshire Gas Company, a Massachusetts corporation, will be
held at the Berkshire Hilton Inn, Pitts-field,Massachusetts on
Tuesday, November 14, 1995 at 10:00 A.M. local time, for the
following purposes, as more fully set forth in the Proxy Statement
which accompanies this Notice:
Proposal No. 1. To elect two (2) directors.
Proposal No. 2. To consider and act upon a proposal to ratify
the selection by the Board of Directors of
Deloitte & Touche LLP as auditors for the
Company for the fiscal year ending June 30, 1996.
To transact such other business as may properly come before the
meeting.
The stock transfer books will not be closed, but only common
shareholders of record at the close of business on October 3, 1995
(the Record Date) will be entitled to notice of and to vote at the
meeting.
By Order of the Board of Directors,
CHERYL M. CLARK
Clerk of the Corporation
YOU ARE CORDIALLY INVITED TO ATTEND THE MEETING. WHETHER OR
NOT YOU PLAN TO ATTEND, PLEASE DATE, SIGN AND MAIL THE ENCLOSED PROXY
IN THE ENCLOSED SELF-ADDRESSED ENVELOPE. A SHAREHOLDER 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.
The Berkshire Gas Company
115 Cheshire Road
Pittsfield, MA 01201-1879
October 10, 1995
PROXY STATEMENT
This Proxy Statement sets forth certain information with
respect to the accompanying proxy proposed to be used at the Annual
Meeting of Shareholders of The Berkshire Gas Company (hereinafter
called the "Company") to be held at the Berkshire Hilton Inn,
Pittsfield, Massachusetts on November 14, 1995 at 10:00 A.M. local
time, or any adjournments or postponements thereof, for the purposes
set forth in the accompanying Notice of Annual Meeting of
Shareholders. THE BOARD OF DIRECTORS OF THE COMPANY SOLICITS THIS
PROXY AND URGES YOU TO INDICATE YOUR CHOICE ON THE PROXY, TO SIGN AND
DATE THE PROXY AND RETURN IT IMMEDIATELY. Your prompt cooperation is
necessary in order to ensure a quorum (a majority of issued and
outstanding Common Stock) and to avoid additional expense and delay.
Solicitation of proxies will be primarily by mail and the cost of
solicitation will be borne by the Company. Proxies may also be
solicited personally or by telephone by regular employees of the
Company at nominal cost.
The approximate date on which this Proxy Statement and the
accompanying proxy will first be mailed to shareholders is
October 10, 1995.
The Company mails herewith to all shareholders entitled to vote
a copy of its Annual Report for the year ended June 30, 1995, which
contains detailed financial information concerning the Company. Upon
the written request of any shareholder, the Company will mail,
without charge, a copy of the Company's Annual Report on Form 10-K,
as discussed further on page 13.
REVOCABILITY OF PROXY
The proxy is revocable on written instructions, signed in the
same manner as the proxy, received by the Clerk of the Corporation,
at any time at or before the balloting on the matter with respect to
which such proxy is to be used. If you attend the meeting you may, if
you wish, revoke your proxy and vote in person.
PROPOSALS OF SHAREHOLDERS
Shareholders' proposals intended to be presented at the 1996
Annual Meeting must be received by the Office of the Clerk, The
Berkshire Gas Company, 115 Cheshire Road, Pittsfield, Massachusetts
01201-1879 by June 12, 1996.
VOTING SECURITIES
Holders of record of outstanding Common Stock, par value $2.50
per share, of the Company at the close of business on October 3, 1995
(the "Record Date") are the only persons entitled to notice of and to
vote at the meeting. As of the Record Date, there were 2,115,235
shares outstanding and entitled to vote. Each outstanding share
entitles the holder thereof to one vote.
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.
ELECTION OF DIRECTORS
(PROPOSAL NO. 1)
The By-laws of the Company provide that the Board of Directors
shall consist of not less than five nor more than nine members and
that the number of directors to be elected each year shall be fixed
by the Board of Directors prior to the Annual Meeting. The Board of
Directors has set the number of directors for the ensuing year at
eight. The Articles of Organization and the By-laws of the Company
provide that the Board of Directors be divided into three classes,
with staggered three-year terms, so that the term of office of one
class expires each year.
Currently, the Board of Directors is divided into three
separate classes, consisting of three Class A directors, two Class B
directors and three Class C directors, whose terms expire as set
forth in the table below. Except as noted, directors now serving in
each class have been elected in prior years by the shareholders to
serve for a period of three years and until election and
qualification of their respective successors in office. At each
Annual Meeting of Shareholders, the shareholders of the Company have
the right to elect an appropriate number of persons to serve as
directors of the class whose three-year terms then expire. Any
directorship which may become vacant by reason of death, resignation
or otherwise than by expiration of term, may be filled solely by the
Board of Directors, as provided in the By-laws.
The terms for the Class B directors are scheduled to expire at
the 1995 Annual Meeting and the Board has set at two the number of
Class B directors to be elected at this meeting. The Board has
nominated for election the two incumbents in such class, George R.
Baldwin and John W. Bond. It is the intention of the persons named
below as proxies, in the absence of contrary specification, to vote
FOR the election of each of such persons to serve as director for a
term of three years and until the election and qualification of his
successor. In the event of a vacancy in the list of such nominees
prior to the 1995 Annual Meeting (which the Board of Directors does
not anticipate), the persons named as the proxies will vote for a
person acceptable to the Board, unless the Board should reduce the
number of directors to be elected in order to eliminate the vacancy.
The following information is furnished with respect to each
nominee for election as a director, each director whose term of
office will continue after the meeting, the Chief Executive Officer
of the Company and all directors and officers of the Company as a
group. No person or group of persons owns of record or is known by
the Company to own more than 5% of the Company's outstanding Common
Stock. Each of the individuals in the following table has furnished
the information appearing in the first column opposite his name.
<TABLE>
<CAPTION>
Shares of Percentage of
Common Stock Shares of
Principal Occupation for Beneficially Common Stock
Preceding Five Years Owned as of Outstanding as
Name and Directorships June 30, 1995* of June 30, 1995[dagger]
---- ------------------------ -------------- ------------------------
<S> <S> <C> <C>
Nominees for election as Class B directors whose terms expire at the
1995 Annual Meeting:
George R. Baldwin Area Chairman, Arthur J. Gallagher & 2,105 .10%
Age: 52 Co., a national insurance brokerage
Director since: 1982 firm. Formerly, President and Chief
Board Committees: Audit Executive Officer, Kaler Carney
and Finance-Banking Liffler & Co., Inc., a general insurance
agency. Director, Century Bank & Trust.
John W. Bond President, Kimbell Securities Corp., a 3,027(1) .14
Age: 65 securities broker/dealer; Real estate
Director since: 1965 management.
Board Committees:
Executive, Audit and
Insurance-Pension
Class C directors whose terms expire at the 1996 Annual Meeting:
William S. Goedecke Retired; formerly, First Vice President, 3,365 .16
Age: 73 Smith Barney, Harris Upham & Co.,
Director since: 1979 Incorporated, an investment banking
Board Committees: and stock brokerage firm. Director,
Audit, Compensation Day, Meyer Murray & Young
and Insurance-Pension Corporation.
Joseph T. Kelley Chairman of the Board of Directors of 8,968(2) .43%
Age: 74 the Company; formerly, Senior
Director since: 1954 Executive Officer of the Company.
Board Committees:
Executive, Finance-
Banking and Compensation
Robert B. Trask(3) President and Chief Operating Officer, 4,752(4) .23
Age: 49 Country Curtains, Inc., a retail firm
Director since: 1994 dealing in household window treatments
Board Committees: Audit and accessories. Director, Lee National
and Insurance-Pension Banc Corp.
Class A directors whose terms expire at the 1997 Annual Meeting:
Paul L. Gioia Partner, LeBoeuf, Lamb, Greene & 2,378(5) .11
Age: 53 MacRae, a law firm; formerly,
Director since: 1991 Senior Vice President, First Albany
Board Committees: Audit, Corporation, a securities brokerage
Insurance-Pension and and investment banking firm; formerly,
Compensation Chairman of New York State Public
Service Commission. Director, New
York State Electric & Gas Corporation.
Franklin M. Hundley Member and a Managing Director, 2,262 .11
Age: 60 Rich, May, Bilodeau & Flaherty, P.C.,
Director since: 1987 a law firm. Trustee, Commonwealth
Board Committees: Energy System.
Finance-Banking and
Compensation
Scott S. Robinson President and Chief Executive Officer 4,963(6) .24%
Age: 55 of the Company.
Director since: 1983
Board Committees:
Executive, Finance-Banking
and Insurance-Pension
All directors and officers 32,781(7) 1.56
of the Company, 10 persons
as a group
<FN>
<F1> * As used in this Proxy Statement, "beneficial ownership"
means 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 indicated in the footnotes
below, the listed beneficial owners held direct and sole
voting and investment power with respect to the stated
shares.
<F2> [dagger] As of June 30, 1995, there were 2,103,424 shares of the
Company's Common Stock outstanding.
<F3> (1) Includes 273 shares held by spouse, who has sole voting and
investment power over such shares.
<F4> (2) Includes 7,458 shares owned jointly with spouse, with
shared voting and investment power over such shares.
<F5> (3) Elected by Board of Directors, August 29, 1994.
<F6> (4) Comprised of 2,752 shares owned jointly with spouse, with
shared voting and investment power over such shares, and
2,000 shares owned by Country Curtains, Inc.
<F7> (5) All of Mr. Gioia's shares are held jointly with his spouse,
with shared voting and investment power over such shares.
<F8> (6) All of Mr. Robinson's shares are held jointly with his
spouse, with shared voting and investment power over such
shares.
<F9> (7) Aggregate record or imputed beneficial ownership, with sole
or shared voting and investment power.
</FN>
</TABLE>
The Board of Directors of the Company has a standing Audit
Committee, of which Messrs. Baldwin, Bond, Gioia, Goedecke and Trask
are members, which recommends the selection of independent auditors,
reviews the plan and results of the independent audit, consults with
the auditors on any matter which the Audit Committee may deem
relevant to the audit or which the auditors may desire to bring to
the attention of the Audit Committee, and approves each professional
service provided by the independent auditors. The Audit Committee
held two meetings during the past year.
The Board of Directors also has a standing Director and
Executive Compensation Committee (the "Compensation Committee"), of
which Messrs. Gioia, Goedecke, Hundley and Kelley are members. The
Compensation Committee periodically reviews the compensation and
benefits of the directors and executives of the Company, as well as
industry trends in this area, reports its findings to the Board of
Directors and makes recommendations as to appropriate compensation
for the directors and executives of the Company. The Compensation
Committee held two meetings during the past year.
The Board of Directors does not have a standing nominating
committee.
During the 1995 fiscal year, there were five meetings of the
Board of Directors. No member of the Board of Directors attended
fewer than 75% of the aggregate number of meetings of the Board and
the committees on which he served in fiscal year 1995.
During the year ended June 30, 1995, fees of $273,320 were
incurred for legal services rendered by the law firm of Rich, May,
Bilodeau & Flaherty, P.C., which the Company has retained as counsel
in the past and intends to retain in the current fiscal year. Mr.
Hundley is a member and managing director of such firm. In addition,
the Mansfield Consortium, a purchasing group of which the Company is
a member, during the last fiscal year was represented by and made
payments (and in the current fiscal year intends to continue to be
represented by and to make payments) to LeBoeuf, Lamb, Greene &
MacRae, a law firm at which Mr. Gioia is a partner.
EXECUTIVE COMPENSATION
Compensation of Executive Officers. The following table
contains the compensation paid or accrued by the Company during the
years ended June 30, 1995, 1994 and 1993 to the Company's Chief
Executive Officer and to each executive officer whose total annual
salary and bonus exceeded $100,000. Although only principal positions
are listed, the compensation figures include all compensation
received in any capacity, including directorships, for services
rendered during the fiscal years indicated.
SUMMARY COMPENSATION TABLE
Annual Compensation(1)
<TABLE>
<CAPTION>
Name and Other Annual All Other
Principal Position Year Salary Bonus Compensation Compensation
------------------ ---- ------ ----- ------------ ------------
<S> <C> <C> <C> <C> <C>
Scott S. Robinson, 1995 $154,750 $ 0 $9,100 $1,875
President and Chief 1994 138,125 15,000 8,650 864
Executive Officer 1993 130,000 7,500 7,750 864
Michael J. Marrone(2) 1995 102,000 0 0 1,429
Vice President, Treasurer 1994 96,167 10,400 0 864
and Chief Financial Officer
<FN>
<F1> The Company did not pay any long-term compensation to its Chief
Executive Officer or to its executive officers during the
fiscal years ended June 30, 1995, 1994 and 1993.
<F2> Prior to fiscal year 1994, Mr. Marrone's total annual salary
and bonus from the Company was less than $100,000.
</FN>
</TABLE>
Compensation Pursuant to Plans. The Company maintains two
defined benefit pension plans, one for union employees and one for
non-union employees, including executive officers. The following
table shows the annual benefits payable under the pension plan for
non-union employees (the "Pension Plan") upon retirement at age 65 to
eligible employees in various base salary groups and with various
periods of service. The annual retirement benefits formula is based
on the number of years of service and the employee's average base
salary for the five consecutive years yielding the highest such
average.
PENSION PLAN TABLE
<TABLE>
<CAPTION>
Years of Credited Service
-------------------------------------
25 Years
Remuneration 15 Years 20 Years and Thereafter
------------ -------- -------- --------------
<C> <C> <C> <C>
$ 50,000 $12,197 $16,263 $20,329
65,000 16,405 21,873 27,341
80,000 20,612 27,483 34,354
95,000 24,820 33,093 41,366
110,000 29,027 38,703 48,379
125,000 33,235 44,313 55,391
140,000 37,442 49,923 62,404
155,000 41,650 55,533 69,416
170,000 45,857 61,143 76,429
</TABLE>
Messrs. Robinson and Marrone, the individuals named in the
preceding Summary Compensation Table, have 25 and 12 years,
respectively, of credited service under the Pension Plan. The
compensation covered by the Pension Plan is that shown in the Summary
Compensation Table, excepting any bonus amounts.
The Company also maintains a supplemental pension plan (the
"Supplemental Plan") for Mr. Robinson, Mr. Marrone and certain
executive officers. Under the Supplemental Plan, upon retirement at
age 65 (the Company's normal retirement age), covered executives are
assured that they will receive annually 75% of their final year's
base salary in the form of retirement income. The 75% of final base
salary benefit will be comprised of amounts received pursuant to the
Pension Plan, Social Security, vested benefits from any previous
employers, and payments under the Supplemental Plan as may be
necessary to bring the covered officer's benefit to 75% of such
officer's final year's base salary. The Supplemental Plan allows for
earlier retirement at age 60, with a corresponding reduction in
benefits. The Supplemental Plan also will pay disability benefits to
covered officers in addition to those benefits paid by the Company's
Long Term Disability Insurance Plan. In addition, the Supplemental
Plan will provide a survivorship benefit to the selected beneficiary
of the covered officer in the event of such officer's death. No
payments have been made to date under any Supplemental Plan. Moneys
received under Supplemental Plans are in addition to amounts shown in
the Summary Compensation Table and the Pension Plan Table. As of June
30, 1995, it is not possible to compute the estimated annual benefits
payable under Mr. Robinson's or Mr. Marrone's Supplemental Plan upon
their retirement at the normal retirement age.
Employment Contracts, Termination of Employment and Change-in-
Control Arrangements. The Company has entered into an employment
agreement with its President and Chief Executive Officer, Scott S.
Robinson. Under the terms of this employment agreement, Mr. Robinson
is compensated for his duties as an officer and director with a
salary in an amount determined from time to time by the Board of
Directors. The term of Mr. Robinson's employment contract is five
years, unless earlier terminated by either the Company or Mr.
Robinson and, unless so terminated, is renewed automatically at the
expiration of each year to provide for a continuous five-year term.
In no event, however, may Mr. Robinson's employment under his
employment agreement be extended beyond the year 2005. Mr. Robinson's
employment contract also provides that in the event Mr. Robinson is
unable to perform his duties as the result of any disability, the
Company may terminate Mr. Robinson's employment, and shall pay him
(or his beneficiary) for a period of 60 months at a rate equal to 60%
of Mr. Robinson's "basic monthly earnings" as set forth in the
Company's Long Term Disability Insurance Plan.
The Company entered into severance agreements with certain of
its executive officers and key personnel during the 1994 fiscal year
(each, a "Severance Agreement"). Pursuant to the Severance
Agreements, the Company has agreed to pay such covered executive
officers and key personnel certain benefits in the event of a change
in control of the Company leading to the termination of the covered
employee's employment with the Company. For the purposes of the
Severance Agreements, a "change in control" of the Company is defined
as: (i) the acquisition by any person, group, corporation or other
entity of 25% or more of the outstanding Common Stock of the Company,
whether or not pursuant to a tender or exchange offer; (ii) the
approval by the shareholders of the Company of (a) any consolidation
or merger of the Company in which the Company will not be the
continuing or surviving corporation or pursuant to which shares of
the Company's Common Stock would be converted into cash, securities
or other property, (b) any acquisition, combination or merger of the
Company by or with another corporation in which less than a majority
of the outstanding voting shares of the surviving corporation will be
owned by the owners of the Common Stock of the Company outstanding
immediately prior to such acquisition, combination or merger; (iii) a
complete liquidation or dissolution of the Company; or (iv) any sale,
lease, exchange or other transfer of all or substantially all the
assets of the Company. Under the Severance Agreements, during the 24
months following a change in control of the Company, should a covered
employee be discharged without cause or resign in the face of any
diminution of salary, substantial change in responsibilities,
geographical relocation or the like, the covered employee is entitled
to receive a severance benefit in the amount of his or her salary for
a period of up to 24 months, subject to partial set-off from any
compensation received from any new employment obtained by the covered
employee during the period during which any severance benefits are
received. At present, five executive officers or key employees of the
Company, including one named executive officer (Mr. Marrone) are
covered by Severance Agreements.
Compensation of Directors. The annual retainer for a director
is $5,500, except for Mr. Robinson who, as President and Chief
Executive Officer, receives no retainer fee. In addition, directors
are paid $550 for attendance at each regular meeting of the Board of
Directors and $500 for attendance at committee meetings, except for
attendance at Executive Committee meetings for which no fee is paid.
Compensation for serving on the Executive Committee is $3,800
annually. Further, the chairmen of the Finance-Banking, Insurance-
Pension and Compensation Committees each receive an annual fee of
$500 for such services; the Audit Committee Chairman receives an
annual fee of $1,000. Mr. Kelley receives $12,000 annually as
Chairman of the Board of Directors.
The Company also maintains a Retirement Plan for Directors,
pursuant to which directors of the Company are entitled to certain
limited benefits upon their retirement as directors of the Company.
Eligibility for participation in the Retirement Plan is limited to
directors having served as such for a period of at least five years.
Under the plan, directors are entitled to receive an annual
retirement benefit equal to one-half of the annual retainer fee for
directors plus an additional amount based on 10% of the annual
retainer fee for every year in excess of five, but not exceeding ten,
years of service as director. Benefits under the Retirement Plan are
payable for a ten-year period, and may, in certain circumstances, be
paid to a participant's beneficiary.
Compensation Committee Interlocks and Insider Participation.
Directors Gioia, Goedecke, Hundley and Kelley served on the Company's
Director and Executive Compensation Committee during the Company's
last fiscal year. Mr. Kelley, a former executive officer of the
Company, served as chairman of the Committee. The law firm of which
Mr. Hundley is a member and a managing director received fees of
$273,320 from the Company during the Company's most recent fiscal
year; the Company intends to retain such firm in the current fiscal
year.
Report of the Director and Executive Compensation Committee.
The Company's Director and Executive Compensation Committee has
submitted the following report concerning executive compensation.
The compensation of executive officers of the Company,
including that of the executive officers named in the Summary
Compensation Table, is formally reviewed and established annually by
the Director and Executive Compensation Committee of the Board of
Directors, subject to approval by the Board.
During the fiscal year ended June 30, 1995, the compensation of
the executive officers of the Company, including that of the
President and Chief Executive Officer and the Vice President,
Treasurer and Chief Financial Officer, consisted of base salary. In
its annual review and in setting compensation for the President and
Chief Executive Officer and other executives, the Compensation
Committee considered and gave weight to financial and operating
results, earnings levels and return on common equity, development and
implementation of short term and long term planning objectives,
achievement of cost containment in the Company's operations, the
state of relations between the Company and its customers, regulatory
authorities and the public generally and the degree of achievement of
individual and management goals established from time to time. In
this regard, the Compensation Committee gave greater weight to the
degree of achievement of earnings and common equity return objectives
than to other goals, with appropriate consideration of the impact of
variable weather conditions and the condition of the local economy
upon the Company's earnings and common equity return during the last
fiscal year.
The Compensation Committee, using information provided by
independent sources, publicly available information concerning other
public utilities similar in size to the Company and information from
industry organizations, reviewed earnings levels and return on common
equity realized by the Company on a comparative basis with other
similar companies. The Compensation Committee also reviewed
information concerning executive compensation paid by other gas
distribution companies in Massachusetts and the New England area.
The Company adopted some years ago, and the Compensation
Committee reviews periodically, with the assistance of Company
personnel and outside consultants as necessary, salary ranges for
each executive officer, including the President and Chief Executive
Officer, of the Company. In determining salary ranges, reference is
made in part to information concerning salaries paid by other
regional utility companies. The Compensation Committee established
what it believed to be an appropriate compensation level for each
executive within the salary range by reference to an assessment of
each executive's responsibilities and job performance and the factors
set forth above.
The Company adopted, in 1994, a corporate Incentive
Compensation Plan ("ICP") as part of an ongoing review of executive
compensation, in order to provide a discretionary and variable
component of overall compensation that will acknowledge exceptional
service and achievement, and at the same time will encourage
continuing improvement in the Company's performance, promote the
interests of the Company's shareholders and ratepayers by
incorporating criteria of financial performance and comparative
measures of operating performance, and reinforce a sense of
commitment to the achievement of longer term objectives by the
achievement of short-term goals. It is intended that cash awards
through the ICP will encourage executives to increase their equity
ownership in the Company through the purchase of Common Stock on a
voluntary basis.
The ICP, which is administered by the Committee, subject to
Board review and approval, will be discretionary in any given year
and may be suspended, amended or terminated at any time by the
Company. For each year in which the ICP operates, designated
executives and other key management personnel will be eligible to
receive an award from a fund not to exceed in the aggregate 3.5% of
the Company's income available for its shareholders. The amount of
the fund shall be determined by reference to (a) a pre-designated
level of return on common equity and (b) the level of growth of
certain operating and maintenance expenses, as compared to a peer
group. The ICP provides that awards shall be made only for a year in
which the designated return on common equity is achieved or exceeded,
irrespective of the degree to which other criteria may be satisfied.
Although individual awards will be determined primarily by reference
to the foregoing two measures, the ICP also provides for the
establishment of individual annual performance goals. Awards, if any,
are to be made as a percentage of base salary and could range from a
low of 1% to a high of 25%, depending upon the degree to which the
performance measures are met or exceeded. During the fiscal year
ended June 30, 1995, the designated return on common equity was not
achieved and, accordingly, no awards were made under the ICP.
THE DIRECTOR AND EXECUTIVE COMPENSATION COMMITTEE
Joseph T. Kelley, Chairman
Paul L. Gioia
William S. Goedecke
Franklin M. Hundley
Performance Graph. The following graph illustrates the return
that would have been realized (assuming reinvestment of dividends) by
an investor who invested on June 30, 1990 in each of (i) the
Company's Common Stock, (ii) the NASDAQ Stock Market - U.S. Index,
and (iii) a peer group consisting of 14 companies within the
Company's Standard Industrial Classification Code (SIC), the "Peer
Group".
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN*
AMONG THE BERKSHIRE GAS COMPANY, THE NASDAQ STOCK MARKET-US INDEX
AND A PEER GROUP
<TABLE>
<CAPTION>
Cumulative Total Return
---------------------------------------
6/90 6/91 6/92 6/93 6/94 6/95
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Berkshire Gas Co. 100 101 116 153 159 152
Peer Group 100 109 134 172 163 175
Nasdaq Stock Market-US 100 106 127 160 162 215
<FN>
<F1> * $100 INVESTED ON 6/30/90 IN STOCK OR INDEX
INCLUDING REINVESTMENT OF DIVIDENDS.
FISCAL YEAR ENDING JUNE 30.
</FN>
</TABLE>
RATIFICATION OF THE SELECTION OF AUDITORS
(PROPOSAL NO. 2)
There will be submitted to the Annual Meeting a proposal to
ratify the action of the Board of Directors in selecting the firm of
Deloitte & Touche LLP, Independent Certified Public Accountants, as
auditors for the Company for the fiscal year ending June 30, 1996. In
the event of non-ratification, the Board of Directors would
reconsider its selection.
Representatives of Deloitte & Touche LLP, which has served as
principal accountant for the Company during the past fiscal year, are
expected to be present at the Annual Meeting to respond to
appropriate questions and to make a statement if they so desire.
OTHER MATTERS
As of the date hereof, the Board of Directors has not been
informed of any matters to be presented for action at the Annual
Meeting other than those listed in the Notice of Annual Meeting and
referred to herein. If any other matters properly come before the
Annual Meeting or any adjournment thereof, it is intended that the
proxies will be voted in respect thereof in accordance with the
judgment of the persons named therein.
PLEASE DATE, SIGN AND RETURN THE ENCLOSED PROXY.
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE
FISCAL YEAR ENDED JUNE 30, 1995, WHICH HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION, MAY BE OBTAINED WITHOUT CHARGE BY
ANY SHAREHOLDER OF THE COMPANY UPON WRITTEN REQUEST ADDRESSED TO:
OFFICE OF THE CLERK, THE BERKSHIRE GAS COMPANY, 115 CHESHIRE ROAD,
PITTSFIELD, MASSACHUSETTS 01201-1879.
By Order of the Board of Directors,
CHERYL M. CLARK
Clerk of the Corporation
[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
For All
For Withhold Except
Proposal No. 1 [ ] [ ] [ ]
To elect two (2) directors.
George R. Baldwin and John W. Bond
If you do not wish your shares voted "For" any
particular nominee, mark the "For All Except" box
and strike a line through that nominee's name.
Your shares shall be voted for the remaining
nominees.
For Against Abstain
Proposal No. 2 [ ] [ ] [ ]
To ratify the selection by the Board of Directors
of Deloitte & Touche LLP as auditors for the
Company for the fiscal year ending June 30, 1996.
To act upon such other matters as may properly
come before the meeting.
RECORD DATE SHARES:
---------------------------
Please be sure to sign and date this Proxy. | Date |
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----Shareholder sign here-------------------Co-owner sign here------------
Mark box at right if comments or address change [ ]
has been noted on the reverse side of this card.
DETACH CARD DETACH CARD
THE BERKSHIRE GAS COMPANY
Common Stock Proxy
Dear Shareholder:
Please take note of the important information enclosed with this Proxy Card.
the Proposals require your immediate attention and approval and are
discussed in detail in the enclosed proxy materials.
Your vote counts, and you are strongly encouraged to exercise your right to
vote your shares.
Please mark the boxes on the proxy card to indicate how your shares shall be
voted. Then sign and date the card, detach it and return your proxy vote in
the enclosed postage paid envelope.
Your vote must be received prior to the Annual Meeting of Shareholders,
November 14, 1995.
Thank you in advance for your prompt consideration of these matters.
Sincerely
The Berkshire Gas Company
THE BERKSHIRE GAS COMPANY
Common Stock Proxy
The undersigned, revoking any previous instructions, hereby acknowledges
receipt of the Notice and Proxy Statement dated October 10, 1995, in
connection with the Annual Meeting mentioned below and appoints Joseph T.
Kelley, Scott S. Robinson and John W. Bond as Proxies, each with power to
act alone and to appoint his substitute and authorizes them to represent and
to vote, as indicated on the reverse side hereof, all of the shares of
Common Stock of The Berkshire Gas Company held of record by the undersigned
on October 3, 1995, at the Annual Meeting of Shareholders to be held on
November 14, 1995, and any adjournments or postponements thereof.
This proxy is solicited on behalf of the Board of Directors. When this Proxy
is properly executed, the shares represented hereby will be voted as
specified by the Shareholder on the reverse side hereof. If no specification
is made, such shares will be voted "FOR" the nominees named herein and "FOR"
each of the proposals.
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|PLEASE VOTE AND SIGN ON OTHER SIDE AND RETURN PROMPTLY IN ENCLOSED ENVELOPE.|
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| Please sign this proxy card exactly as your name or names appear hereon. |
| Joint owners should each sign personally. Trustees and other fiduciaries |
| should indicate the capacity in which they sign, and where more than one |
| name appears, a majority must sign. If a corporation, this signature |
| should be that of an authorized officer who should state his or her |
| title. |
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