<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-2.
</TABLE>
NEW JERSEY RESOURCES CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-12.
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
<PAGE> 2
NEW JERSEY RESOURCES CORPORATION
1415 WYCKOFF ROAD
WALL, NEW JERSEY 07719
------------------------
PROXY STATEMENT
AND
NOTICE OF 1997 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JANUARY 29, 1997
------------------------
The Annual Meeting (the "Meeting") of Stockholders of New Jersey Resources
Corporation (the "Company") will be held at 10:30 a.m., Wednesday, January 29,
1997, at the Robert B. Meyner Reception Center at the PNC Bank Arts Center, Exit
116 on the Garden State Parkway, Holmdel, New Jersey 07733, for the following
purposes:
1. To elect five directors to the Board of Directors.
2. To approve the action of the Board of Directors in retaining Deloitte &
Touche LLP as auditors for the fiscal year ending September 30, 1997.
3. To transact any other business that may properly be brought before the
Meeting or any adjournment or adjournments thereof.
The Board of Directors has fixed the close of business on December 13,
1996, as the record date for the determination of the stockholders entitled to
notice of and to vote at the Meeting. Accordingly, only stockholders of record
at the close of business on that date will be entitled to vote at the Meeting.
A copy of the Company's Annual Report for 1996 has either been mailed to
all stockholders or is being mailed concurrently with this proxy material.
A cordial invitation is extended to you to attend the Meeting. If you do
not expect to attend the Meeting, please sign, date and return the enclosed
proxy promptly to the Secretary in the enclosed envelope.
OLETA J. HARDEN
Secretary
Wall, New Jersey
December 20, 1996
<PAGE> 3
PROXY STATEMENT
------------------------
NEW JERSEY RESOURCES CORPORATION
1415 WYCKOFF ROAD
WALL, NEW JERSEY 07719
------------------------
ANNUAL MEETING OF STOCKHOLDERS
JANUARY 29, 1997
This proxy statement sets forth certain information with respect to the
accompanying proxy to be used at the Annual Meeting (the "Meeting") of
Stockholders of New Jersey Resources Corporation (the "Company"), or at any
adjournment or adjournments thereof, for the purposes set forth in the
accompanying Notice of Annual Meeting. The Board of Directors of the Company
(the "Board") solicits this proxy and urges you to sign, date, and return it
immediately to the Secretary of the Company. The prompt cooperation of the
stockholders is necessary in order to ensure a quorum and to avoid unnecessary
expense and delay.
The proxies hereby solicited vest in the proxy holders voting rights with
respect to the election of directors (unless the stockholder marks the proxy so
as to withhold that authority) and on all other matters voted upon at the
Meeting. The shares represented by each duly executed proxy will be voted and,
where a choice is specified by the stockholder on the proxy, the proxy will be
voted in accordance with the specification so made. As provided by New Jersey
law, abstentions, broker non-votes and withheld votes will not be included in
the total number of votes cast, and therefore will have no effect on the vote.
The proxy is revocable on written instructions or by a later dated proxy,
signed in the same manner as the proxy, and received by the Secretary of the
Company at any time at or before the balloting on the matter with respect to
which such proxy is to be exercised. If you attend the Meeting you may, if you
wish, revoke your proxy by voting in person. This proxy statement and the
accompanying proxy materials are being mailed to stockholders on or about
December 20, 1996.
PLACE OF ANNUAL MEETING
The Board has designated the Robert B. Meyner Reception Center at the PNC
Bank Arts Center, Exit 116 on the Garden State Parkway, Holmdel, New Jersey
07733, as the place of the Meeting. The Meeting will be called to order at 10:30
a.m., local time, on Wednesday, January 29, 1997.
VOTING OF SECURITIES AND STOCKHOLDER INFORMATION
Only holders of record of the Company's outstanding Common Stock at the
close of business on December 13, 1996, are entitled to notice of and to vote at
the Meeting. At the close of business on December 13, 1996, there were
18,084,162 outstanding shares of Common Stock. Each share is entitled to one
vote. No person to the knowledge of the Company held beneficially 5% or more of
the Company's Common Stock as of December 13, 1996.
<PAGE> 4
The following table sets forth, as of December 13, 1996, the beneficial
ownership of equity securities of the Company of each of the directors and each
of the executive officers of the Company listed in the Summary Compensation
Table below, and of all directors and executive officers of the Company as a
group. The shares owned by all such persons as a group constitute less than 1 %
of the total shares outstanding.
<TABLE>
<CAPTION>
TITLE OF AMOUNT AND NATURE OF
NAME SECURITY BENEFICIAL OWNERSHIP(1)(2)
- ---------------------------------------------- ------------ ----------------------------
<S> <C> <C> <C>
Bruce G. Coe.................................. Common Stock 5,200 shares - Direct
Francis X. Colford............................ Common Stock 9,865 shares - Direct
624 shares - Indirect
Leonard S. Coleman............................ Common Stock 1,200 shares - Direct
Laurence M. Downes............................ Common Stock 9,683 shares - Direct
106 shares - Indirect
Gary A. Edinger............................... Common Stock 6,245 shares - Direct
17 shares - Indirect
Joe B. Foster................................. Common Stock 3,218 shares - Direct
Hazel S. Gluck................................ Common Stock 1,200 shares - Direct
Warren R. Haas................................ Common Stock 8,038 shares - Direct
Oleta J. Harden............................... Common Stock 8,393 shares - Direct
76 shares - Indirect
Lester D. Johnson............................. Common Stock 1,200 shares - Direct
Dorothy K. Light.............................. Common Stock 4,513 shares - Direct
35 shares - Indirect
Glenn C. Lockwood............................. Common Stock 4,315 shares - Direct
Donald E. O'Neill............................. Common Stock 5,464 shares - Direct
Richard S. Sambol............................. Common Stock 40,480 shares - Direct
7,151 shares - Indirect(3)
Charles G. Stalon............................. Common Stock 3,989 shares - Direct
John J. Unkles, Jr. .......................... Common Stock 6,221 shares - Direct
Gary W. Wolf.................................. Common Stock 200 shares - Direct
George R. Zoffinger........................... Common Stock 6,200 shares - Direct
All Directors and Executive Officers as a
Group....................................... Common Stock 125,624 shares - Direct
8,009 shares - Indirect
</TABLE>
- ------------------
(1) The number of shares owned and the nature of each ownership, not being
within the knowledge of the Company, have been furnished by each individual.
(2) Includes shares subject to currently exercisable options or any options
exercisable within the next 60 days as follows: Mr. Coleman -- 1,000 shares;
Mr. Colford -- 4,414 shares; Mr. Downes -- 6,650 shares; Mr.
Edinger -- 2,870 shares; Mr. Foster -- 1,000 shares; Ms. Gluck -- 1,000
shares; Mrs. Harden -- 4,255 shares; Mr. Lockwood -- 2,149 shares; Mr.
O'Neill -- 5,000 shares; Mr. Sambol -- 6,000 shares; Dr. Stalon -- 1,000
shares; Mr. Unkles -- 1,000 shares; and all directors and executive officers
as a group -- 36,338 shares.
(3) 7,051 shares of which are owned by Sambol Construction Company.
2
<PAGE> 5
ELECTION OF DIRECTORS
[ITEM (1) ON PROXY CARD]
ITEM 1
ELECTION OF DIRECTORS
The Board of Directors currently consists of fourteen members divided into
three classes with overlapping three-year terms. Messrs. O'Neill and Sambol are
retiring from the Board of Directors, effective as of the date of the Meeting,
and are not being replaced at this time; therefore, subsequent to the Meeting,
the Board of Directors will consist of twelve (12) members.
Five individuals have been nominated for election as directors at the
Meeting, one to serve for a one-year term expiring in 1998 and four to serve for
three-year terms expiring in 2000, until their respective successors are elected
and have qualified. Each of the nominees is now serving as a director of the
Company. Unless otherwise indicated on a proxy, the proxy holders intend to vote
the shares it represents for all of the nominees for election as directors.
The affirmative vote of a plurality of the shares of the Company's Common
Stock, present or represented by proxy and voted at the Meeting, is required for
the election of directors.
The votes applicable to the shares represented by proxies in the
accompanying form will be cast in favor of the nominees listed below. While it
is not anticipated that any of the nominees will be unable to serve, if any
should be unable to serve, the proxy holders reserve the right to substitute any
other person.
NOMINEE FOR ELECTION AS
DIRECTOR WITH TERM EXPIRING IN 1998
<TABLE>
<CAPTION>
BUSINESS EXPERIENCE
NAME AND PERIOD DURING PAST FIVE YEARS
SERVED AS DIRECTOR AGE AND OTHER AFFILIATIONS
- --------------------------------- --- --------------------------------------------------
<S> <C> <C>
Warren R. Haas................... 69 Retired. Formerly Vice President, Merrill Lynch
Director since 1987 Specialists, Inc. (stock exchange specialists)
and Partner, Tompane & Co. prior thereto for
more than five years; Member, New York Stock
Exchange and American Arbitration Association;
Trustee, St. Clare's/Riverside Medical Center,
Intrepid Foundation; Director, Fisher Armed
Forces Foundation, Marine Corps. Assoc., Inc.;
Arbitrator, New York Stock Exchange and
President, Marine Corps Law Enforcement
Foundation.
NOMINEES FOR ELECTION AS
DIRECTORS WITH TERMS EXPIRING IN 2000
Bruce G. Coe..................... 66 Formerly Chairman of the Board of Directors of the
Director since 1984 Company from April 1995 to September 1996;
President, New Jersey Business & Industry
Association from 1982 to April 1996; Director
Emeritus, New Jersey Manufacturers Insurance
Company.
</TABLE>
3
<PAGE> 6
<TABLE>
<CAPTION>
BUSINESS EXPERIENCE
NAME AND PERIOD DURING PAST FIVE YEARS
SERVED AS DIRECTOR AGE AND OTHER AFFILIATIONS
- --------------------------------- --- --------------------------------------------------
<S> <C> <C>
Hazel S. Gluck................... 62 President, The Gluck - Shaw Group (formerly Policy
Director since 1995 Management & Communications, Inc.) since April
1994; Founder and President, Public Policy
Advisors, Inc. from July 1989 to March 1994,
both consulting and public relations firms;
former Commissioner, Port Authority of New York
and New Jersey, NJ Department of Transportation,
New Jersey Transit and NJ Department of
Insurance.
Gary W. Wolf..................... 58 Senior Partner, Cahill Gordon & Reindel, a law
Director since July 1996 firm, for more than five years, and Director,
Southwestern Public Service Company, an electric
utility company.
George R. Zoffinger.............. 48 President & CEO, Value Property Trust, since 1995,
Director since May 1996 a publicly owned real estate investment trust;
Chairman and Director, CoreStates New Jersey
National Bank since 1994; President and CEO,
Constellation Bancorp from 1991 through 1994;
Director, The Multicare Companies, Inc., a
health care company, New Jersey Alliance for
Action and New Jersey World Trade Council;
Trustee, St. Peter's Medical Center, Woodbridge
Economic Development Corporation and the Public
Affairs Research Institute of New Jersey, Inc.
DIRECTORS WITH TERMS EXPIRING IN 1998
Laurence M. Downes............... 39 Chairman of the Board of Directors of the Company
Director since 1995 since September 1996 and President and Chief
Executive Officer of the Company since July
1995; employed by the Company since 1985,
including Senior Vice President and Chief
Financial Officer from 1990 to 1995; Trustee,
Georgian Court College, Public Affairs Research
Institute of New Jersey, Inc.; Member, Board of
Directors of American Gas Association and
Chairman of the American Gas Finance Co.
Joe B. Foster.................... 62 Chairman and Chief Executive Officer of Newfield
Director since 1994 Exploration Company since January 1989; prior
thereto, Executive Vice President, Tenneco, Inc.
and Chairman of Tenneco Oil Company and Tenneco
Gas Pipeline Group for more than five years;
Vice Chairman of the National Petroleum Council;
Member, Offshore Committee, Independent
Petroleum Association of America; Director,
Baker Hughes, Inc., an oil and gas services
company.
</TABLE>
4
<PAGE> 7
<TABLE>
<CAPTION>
BUSINESS EXPERIENCE
NAME AND PERIOD DURING PAST FIVE YEARS
SERVED AS DIRECTOR AGE AND OTHER AFFILIATIONS
- --------------------------------- --- --------------------------------------------------
<S> <C> <C>
Charles G. Stalon................ 67 Independent Consultant on energy regulation since
Director since 1994 1993; Senior Economist at Argonne National
Laboratory since 1991; Professor of Economics
and Director, Institute of Public Utilities,
Michigan State University from 1991 to 1993;
Director and Senior Advisor, Putnam, Hayes &
Bartlett, Inc., 1990-1991; Commissioner, Federal
Energy Regulatory Commission from 1984 until
1989 and the Illinois Commerce Commission from
1981 until 1984; Member, Advisory Committee, Gas
Research Institute.
John J. Unkles, Jr............... 66 Retired. Formerly Managing Director, Tucker
Director since 1982 Anthony, Inc., Morristown, NJ (investment bankers)
for more than five years.
DIRECTORS WITH TERMS EXPIRING IN 1999
Leonard S. Coleman............... 47 President, National League of Professional Major
Director since 1995 League Baseball Clubs since March 1994; Executive
Director, Market Development, Major League
Baseball from December 1991 to March 1994; Vice
President, Investment Banking, Kidder Peabody
from 1988 to 1991; Director, Beneficial Corp., a
financial services holding company, Omnicom
Group, Inc., an advertising holding company, and
Owens Corning Corp., a glass and plastics
manufacturing company.
Lester D. Johnson................ 64 Retired. Formerly Director from 1992 through 1995,
Director since February 1996 Vice Chairman and Chief Financial Officer from
January 1995 to December 1995, Executive Vice
President and Chief Financial Officer from March
1992 to December 1994, and Senior Vice President
and Chief Financial Officer from 1986 to 1992 of
Consolidated Natural Gas Company.
Dorothy K. Light................. 59 Chairman & CEO, Alden Enterprises, LLC since
Director since 1990 January 1996; Corporate Vice President and
Secretary from June 1990 to July 1995, The
Prudential Insurance Company of America;
Chairperson, the Prudential Foundation; Former
Trustee, New Jersey Center for the Analysis of
Public Issues; Former Member, New Jersey
Governor's 1993 Transition Team and Economic
Master Plan Commission.
</TABLE>
The Company and/or its subsidiaries maintain a banking relationship with
CoreStates New Jersey National Bank of which Mr. Zoffinger is a director. The
Company believes that all transactions with this bank were conducted at terms
and rates no more favorable than those available to other similarly situated
commercial customers.
5
<PAGE> 8
INFORMATION ABOUT THE BOARD AND ITS COMMITTEES
During fiscal 1996, there were nine meetings of the Board of Directors.
Each director attended more than 75% of the combined meetings of the Board of
Directors and the Committees on which he or she served during the year, with the
exception of Ms. Gluck who attended 62% of such meetings.
The Executive Committee consists of Bruce G. Coe (Committee Chair),
Laurence M. Downes, Joe B. Foster, Dorothy K. Light, Donald E. O'Neill, and
Richard S. Sambol. During the interval between meetings of the Board of
Directors, the Executive Committee is authorized under the Company's By-Laws to
exercise all the powers of the Board of Directors in the management of the
Company, unless specifically directed otherwise by the Board or otherwise
proscribed by law. This Committee met once in fiscal 1996.
The Audit Committee, consisting of Leonard S. Coleman, Hazel S. Gluck,
Warren R. Haas, Dorothy K. Light (Committee Chair), Charles G. Stalon, John J.
Unkles, Jr., Gary W. Wolf and George R. Zoffinger, met four times during fiscal
1996 for the purpose of overseeing management's responsibilities for accounting,
internal controls, and financial reporting. While not attempting to verify the
results of any specific audit, the Committee did satisfy itself, and ultimately
the Board, that these functions are being carried out responsibly. The Committee
acts to assure itself of the independence of the independent accountants by
reviewing each non-audit service rendered or to be rendered by the accountants.
After meeting with the independent accountants to review the scope of their
examination, fees, and the planned scope of future examinations, the Committee
makes a recommendation to the Board for the appointment of an independent
accounting firm for the following fiscal year.
The Compensation and Benefits Committee, consisting of Bruce G. Coe, Joe B.
Foster, Warren R. Haas, Lester D. Johnson, Donald E. O'Neill (Committee Chair),
Richard S. Sambol, and John J. Unkles, Jr., met five times during fiscal 1996 to
review and make recommendations regarding the annual compensation and benefits
of all elected officers of the Company and the presidents of its subsidiaries.
The Financial Policy Committee (previously the Finance and Pension
Investment Committee), consisting of Bruce G. Coe, Joe B. Foster, Lester D.
Johnson (Committee Chair), Charles G. Stalon, John J. Unkles, Jr., Gary W. Wolf
and George R. Zoffinger, met three times during fiscal 1996 to review and make
recommendations to the Board concerning financing proposals, dividend
guidelines, and other corporate financial and pension matters.
The members of the Nominating Committee are Bruce G. Coe, Leonard S.
Coleman, Hazel S. Gluck, Dorothy K. Light and Richard S. Sambol (Committee
Chair). The purpose of the Committee is to recommend to the Board the nominees
for election as directors, and to consider performance of incumbent directors to
determine whether to nominate them for reelection. This Committee met four times
in fiscal 1996. The Nominating Committee will consider qualified nominations for
directors recommended by stockholders. Recommendations should be sent to New
Jersey Resources Corporation, Office of the Secretary, 1415 Wyckoff Road, P.O.
Box 1464, Wall, New Jersey 07719. Any nomination for director should be received
by the Secretary on or before September 30, 1997.
REMUNERATION OF DIRECTORS
Directors who are not officers of the Company or its subsidiaries are
compensated as follows: (1) an annual retainer of $10,800; (2) a fee of $700 for
each Board meeting attended; (3) a fee of $700 for each committee meeting
attended, unless the committee meeting was held on the same day as a Board
meeting, in
6
<PAGE> 9
which case the committee meeting fee is $500; (4) a fee of $400 for any Board or
committee meeting attended via telephone conference call; and (5) an annual
retainer for each committee chairperson of $5,000. Directors also receive a
one-time award of 200 shares and options to purchase 5,000 shares of the
Company's common stock. An additional award of options to purchase 1,000 shares
of the Company's common stock is made annually. Directors who are also officers
of the Company or its subsidiaries do not receive additional compensation. All
directors are reimbursed for any out-of-pocket expenses incurred in attending
Board or committee meetings. Mr. Coe, Chairman of the Board of Directors until
September 11, 1996, received $50,000 in compensation annually for same, but did
not receive meeting fees.
REMUNERATION OF EXECUTIVE OFFICERS
COMPENSATION AND BENEFITS COMMITTEE REPORT
The Compensation and Benefits Committee (the "Compensation Committee") of
the Board of Directors consists of seven outside, non-employee directors. In
addition, as Chairman and Chief Executive Officer of the Company, Mr. Downes is
a non-voting ex officio member of the Compensation Committee.
The Compensation Committee's fundamental executive compensation philosophy
is designed to attract, energize, reward and retain qualified executive
personnel who will provide superior results over the long-term and enhance the
Company's position in a highly competitive market. The Compensation Committee
also administers awards under certain of the Company's employee benefit plans.
Accordingly, the Compensation Committee reviews and makes recommendations to the
Board with respect to (1) the performance of the Company's officers and the
presidents of the Company's subsidiaries, (2) the compensation and other
benefits of officers of the Company and the presidents of the Company's
subsidiaries, and (3) benefit programs that are applicable to officers of the
Company and/or its subsidiaries.
The Compensation Committee each year has utilized a national compensation
consultant (the "Consultant") to review competitive compensation levels of
senior executives in the natural gas industry. Through this process, the
Compensation Committee identifies the median compensation levels, both with
respect to base salary and overall executive compensation packages, at the
Company's peers. Many, but not all of the companies which compensation was
reviewed for purposes of this comparison are contained in the Standard and
Poor's Utilities Index used in the performance graph on page 12.
The Compensation Committee employs this external data by comparing the
results to the base salary and other compensation provided to senior Company
executives. In this fashion, the Compensation Committee is able to assess and
make recommendations to the Board with respect to both individual compensation
levels and target performance levels under the Company's Officer Incentive
Compensation Plan (the "Incentive Plan").
Setting compensation levels for each executive officer is based upon the
Compensation Committee's judgment as well as actual performance against
established goals. Individual performance is measured in several specific areas,
including the development and execution of annual operating plans, strategic
plans, leadership qualities, ability to develop staff, change in leadership
responsibilities and the individual's specific contributions to corporate
objectives which have a significant and positive impact on the Company.
Performance of the subsidiary companies is measured by comparing actual
achievements to financial and strategic objectives in their annual operating
plans. Company performance criteria is also measured yearly to ensure
consistency with the corporate vision, mission and strategies. In making
compensation decisions for
7
<PAGE> 10
1996 the Compensation Committee reviewed executive accomplishments in total gas
throughput, number of new customers, cost of adding a new customer, earnings,
expenses, return on earnings, market share, operating and net income and the
Company's assumption of a leadership role in natural gas-related businesses.
The Company has established three programs providing for direct
compensation of executive officers: the Base Salary Program, the Incentive Plan
and the Long-Term Incentive Compensation Plan (the "Long-Term Plan"). The
structure of the total executive compensation package is such that when the
Company achieves its annual business objectives, the Company's senior executives
receive a level of compensation approximately equivalent to the average
compensation paid to executives of the Company's peers.
Each of these three programs is discussed in greater detail below.
BASE SALARY PROGRAM
In setting the base salary levels of each executive officer, the
Compensation Committee considers the base salaries of executive officers in
comparable positions in other similarly situated natural gas companies and
companies of similar size in other industries. In setting levels, the Company
currently targets the 50th percentile of the relevant labor market. The
Compensation Committee also considers the executive's experience level, time and
placement in grade and the actual performance of the executive (in view of the
Company's needs and objectives). Changes in compensation are directly dependent
upon individual and Company performance. Mr. Downes' base pay of $265,000 is
approximately 14% below the median compensation for comparable companies.
INCENTIVE PLAN
Under the Incentive Plan, officers and certain key employees of the Company
and New Jersey Natural Gas Company, a wholly-owned subsidiary of the Company
("NJNG"), designated by the Compensation Committee may receive additional cash
compensation based upon the Compensation Committee's thorough evaluation of the
Company's performance against a series of performance objectives. The
Compensation Committee believes that variable at-risk compensation, both annual
and long-term, should make up a significant part of an executive's compensation
and that the amount of this compensation component should increase with
increasing levels of responsibility. Awards under the Incentive Plan are based
upon a percentage of the midpoint salaries of each eligible Incentive Plan
participant during the year. Threshold, target and maximum incentive award
levels are established annually by the Compensation Committee for each award
group.
Individual awards are payable based on the executive's overall performance
and achievement of his or her annual performance goals. Incentive award levels
provide payments that are competitive within the industry when performance
results are fully achieved.
The incentive awards to executive officers for achievements in fiscal 1996
(paid in fiscal 1997), including the $70,000 incentive award made to Mr. Downes,
reflect overall results that were on target for the Company and NJNG.
8
<PAGE> 11
LONG-TERM PLAN
The Long-Term Plan currently provides for the award of stock options (the
"Stock Options"), performance units (the "Performance Units") or restricted
stock (the "Service Awards") to designated employees. Since fiscal 1992 the
Compensation Committee has made awards exclusively in the form of Stock Options
which the Compensation Committee believes can be more directly linked to the
Company's performance. As the value of the Company's stock is generally
considered the strongest indicator of overall corporate performance, Stock
Option awards, which allow the executive to benefit by appreciation in stock
price at no direct cost to the Company, provide a strong incentive to executives
by relating a portion of compensation to the future value of the Company's
stock. Additionally, Stock Options encourage individuals to act as
owner/managers and are an important means of fostering a mutual interest between
management and shareholders. Executives did not receive awards under this Plan
for fiscal 1996 because they received above average Stock Option awards for
fiscal 1995, which were actually received by the executives in fiscal 1996.
OTHER
The Company did not pay any compensation in fiscal 1996 that was not
deductible by provisions of the Internal Revenue Code of 1986, as amended (the
"Code"), Section 162(m).
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
With the exception of Mr. Downes, who is a non-voting ex officio member of
the Compensation Committee pursuant to the Compensation Committee's charter, no
member of the Compensation Committee is a former or current officer or employee
of the Company or any of its subsidiaries, nor does any executive officer of the
Company serve as an officer, director or member of a compensation committee of
any entity one of whose executive officers or directors is a director of the
Company.
COMPENSATION AND BENEFITS COMMITTEE MEMBERS
Bruce G. Coe
Laurence M. Downes
Joe B. Foster
Warren R. Haas
Lester D. Johnson
Donald E. O'Neill
Richard S. Sambol
John J. Unkles, Jr.
9
<PAGE> 12
SUMMARY COMPENSATION TABLE
<TABLE>
<S> <C> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION
----------------------------------------------
AWARDS
- ------------------------------------------------------------------------------------------------------------
ALL OTHER
COMPEN-
NAME AND PRINCIPAL SALARY BONUS OPTIONS SATION
POSITION YEAR* ($) ($) (#) ($)
<S> <C> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------
Laurence M. Downes 1996 209,375 60,000 30,000 5,140**
Chairman, Chief 1995 163,650 25,000 10,596 7,768
Executive Officer 1994 136,250 25,000 1,923 6,764
and President
- ------------------------------------------------------------------------------------------------------------
Glenn C. Lockwood 1996 113,342 50,000 8,250 3,400**
Senior Vice President & 1995 86,406 15,000 1,056 2,592
Chief Financial Officer 1994 79,194 8,000 868 4,011
- ------------------------------------------------------------------------------------------------------------
Oleta J. Harden 1996 126,175 15,318 7,000 3,785**
Senior Vice President, 1995 123,440 18,764 2,089 6,201
General Counsel & Secretary 1994 117,797 16,626 1,734 6,056
- ------------------------------------------------------------------------------------------------------------
Gary A. Edinger 1996 123,023 20,000 7,000 3,691**
Senior Vice President -- 1995 110,085 20,000 1,766 5,441
Energy Services NJNG 1994 99,133 15,904 1,079 5,080
- ------------------------------------------------------------------------------------------------------------
Francis X. Colford 1996 119,058 10,000 5,000 3,572**
Vice President & 1995 119,128 14,000 2,037 5,953
Controller, NJNG 1994 116,462 11,566 1,792 6,080
- ------------------------------------------------------------------------------------------------------------
</TABLE>
- ------------------
* For fiscal year ended September 30.
**Represents the Company's matching contributions under the Employees'
Retirement Savings Plan (the "Savings Plan").
10
<PAGE> 13
OPTION GRANTS IN 1996 FISCAL YEAR
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
- ---------------------------------------------------------------------------------------------------------------
POTENTIAL REALIZABLE
VALUE AT ASSUMED
NUMBER OF ANNUAL RATES OF STOCK
SECURITIES PERCENT OF PRICE APPRECIATION
UNDERLYING TOTAL OPTIONS FOR OPTION TERM
OPTIONS GRANTED TO EXERCISE
GRANTED EMPLOYEES IN PRICE EXPIRATION -----------------------------
NAME (#) FISCAL YEAR ($/SH)(1) DATE 5% ($) 10% ($)
<S> <C> <C> <C> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------------------
Laurence M. Downes... 30,000 20.2% 27.75 11/29/05 523,551 1,326,789
- ---------------------------------------------------------------------------------------------------------------
Glenn C. Lockwood.... 8,250 5.5% 27.75 11/29/05 143,977 364,867
- ---------------------------------------------------------------------------------------------------------------
Oleta J. Harden...... 7,000 4.7% 27.75 11/29/05 122,162 309,584
- ---------------------------------------------------------------------------------------------------------------
Gary A. Edinger...... 7,000 4.7% 27.75 11/29/05 122,162 309,584
- ---------------------------------------------------------------------------------------------------------------
Francis X. Colford... 5,000 3.4% 27.75 11/29/05 87,258 221,131
- ---------------------------------------------------------------------------------------------------------------
</TABLE>
- ------------------
(1) Represents the fair market value at the date of grant.
AGGREGATED OPTION EXERCISES IN 1996 FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<S> <C> <C> <C> <C>
- -------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
VALUE OF
NUMBER OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS OPTIONS
SHARES VALUE AT FISCAL AT FISCAL
ACQUIRED ON REALIZED YEAR-END(#) YEAR-END($)
NAME EXERCISE(#) ($) ------------- --------------
- ----------------------------------------------- ----------- -------- EXERCISABLE/ EXERCISABLE/
UNEXERCISABLE UNEXERCISABLE
<S> <C> <C> <C> <C>
- -------------------------------------------------------------------------------------------------------------
Laurence M. Downes........................... -- -- 5,071/39,396 22,371/48,369
- -------------------------------------------------------------------------------------------------------------
Glenn C. Lockwood............................ -- -- 1,424/9,720 6,396/8,393
- -------------------------------------------------------------------------------------------------------------
Oleta J. Harden.............................. -- -- 2,820/9,914 12,638/14,275
- -------------------------------------------------------------------------------------------------------------
Gary A. Edinger.............................. -- -- 1,863/9,160 8,415/11,318
- -------------------------------------------------------------------------------------------------------------
Francis X. Colford........................... -- -- 2,944/7,937 13,250/13,823
- -------------------------------------------------------------------------------------------------------------
</TABLE>
11
<PAGE> 14
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN *
<TABLE>
<CAPTION>
MEASUREMENT PERIOD
(FISCAL YEAR COVERED) NJR S&P 500 S&P UTILITIES
<S> <C> <C> <C>
9/91 100 100 100
9/92 120 111 114
9/93 166 125 142
9/94 128 130 124
9/95 168 169 158
9/96 192 203 169
</TABLE>
- ------------------
* Assumes $100 invested on September 30, 1991, in NJR stock, the S&P 500 Index
and the S&P Utility Index. Cumulative total return includes reinvestment of
dividends.
RETIREMENT PLANS
The following table sets forth estimated annual benefits payable upon
retirement (including amounts attributable to the Plan for Retirement Allowances
for Non-Represented Employees (the "Plan") and any other defined benefit
supplementary or excess pension award plans) in specified compensation and years
of
12
<PAGE> 15
service classifications, and assumes a reduction of approximately 10% which is
applied to married employees in order to provide the spouse a survivor's annuity
of 50% of the employee's reduced retirement benefit:
PENSION PLAN TABLE
YEARS OF CREDITED SERVICE
<TABLE>
<CAPTION>
COMPENSATION 10 15 20 25 30 35 40 45
- ---------------------------- ------- ------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
$100,000.................. $13,399 $20,099 $ 26,799 $ 33,499 $ 40,198 $ 46,898 $ 52,523 $ 58,148
$125,000.................. $17,112 $25,668 $ 34,224 $ 42,780 $ 51,336 $ 59,892 $ 66,923 $ 73,954
$150,000.................. $20,824 $31,237 $ 41,649 $ 52,061 $ 62,473 $ 72,885 $ 81,323 $ 89,760
$175,000.................. $24,537 $36,805 $ 49,074 $ 61,342 $ 73,611 $ 85,879 $ 95,723 $105,567
$200,000.................. $28,249 $42,374 $ 56,499 $ 70,624 $ 84,748 $ 98,873 $110,123 $121,373
$225,000.................. $31,962 $47,943 $ 63,924 $ 79,905 $ 95,886 $111,867 $124,523 $137,179
$250,000.................. $35,674 $53,512 $ 71,349 $ 89,186 $107,023 $124,860 $138,923 $152,985
$275,000.................. $39,387 $59,080 $ 78,774 $ 98,467 $118,161 $137,854 $153,323 $168,792
$300,000.................. $43,099 $64,649 $ 86,199 $107,749 $129,298 $150,848 $167,723 $184,598
</TABLE>
For the five executives named in the Summary Compensation Table,
compensation covered by the Plan equals their Base Salary.
The number of years of credited service at normal retirement for the named
executive officers are as follows:
<TABLE>
<CAPTION>
YEARS OF
NAMES CREDITED SERVICE
--------------------------------------------------------------- ----------------
<S> <C>
Laurence M. Downes............................................. 37
Glenn C. Lockwood.............................................. 38
Oleta J. Harden................................................ 30
Gary A. Edinger................................................ 43
Francis X. Colford............................................. 39
</TABLE>
Benefits are computed on a straight life, annuity basis. The benefits
listed in the above table are not subject to deduction for Social Security or
other amounts.
To the extent benefits that would otherwise be payable to an employee under
the Company's ESOP II and Savings Plans exceed the specified limits on such
benefits imposed by the Internal Revenue Code of 1986, as amended (the "Code"),
it is the Company's plan to pay such excess benefits to the employee at the time
the employee receives payment under the Plan. These excess benefit payments
would be made from the general funds of the Company. As of September 30, 1996,
no employee of the Company would have been entitled to payments for benefits in
excess of the Code limits under this policy.
The Company has supplemental retirement agreements ("Supplemental
Retirement Agreements") with Messrs. Downes, Lockwood, Colford and Edinger and
Mrs. Harden and certain other officers not named in the Summary Compensation
Table, payable over a five-year period commencing with retirement at age 65. At
projected retirement, the maximum amounts currently payable to Messrs. Downes,
Lockwood, Colford and Edinger and Mrs. Harden under their respective
Supplemental Retirement Agreements would be $250,000, $125,000, $125,000,
$125,000 and $125,000, respectively.
13
<PAGE> 16
CHANGE OF CONTROL ARRANGEMENTS
Under the Long Term Plan, in the event of a change of control (as defined
therein) of the Company, the Board may, among other things, accelerate the
entitlement to outstanding benefits awarded thereunder.
Pursuant to the Supplemental Retirement Agreements of Messrs. Downes,
Lockwood, Colford and Edinger and Mrs. Harden, in the event of a change of
control of the Company, the right to the amounts payable to each of them
thereunder becomes immediately vested and such amounts are immediately payable
in the event of a subsequent termination of employment for any reason. Change of
control of the Company is defined as a reportable change of control under the
proxy rules of the Securities and Exchange Commission, including the acquisition
of a 30% beneficial voting interest in the Company, or a change in any calendar
year in such number of directors as constitutes a majority of the Board of
Directors, unless the election, or the nomination for election by the Company's
stockholders, of each new director was approved by a vote of at least two-thirds
of the directors then still in office who were directors at the beginning of the
year.
The Company has entered into agreements with each of the 5 executives named
in the Summary Compensation Table that provide each such executive certain
rights in the event that his or her employment with the Company is terminated
within three years following the occurrence of a "Change of Control" (i) by the
Company without "Cause" (i.e., conviction of a felony; gross neglect, willful
malfeasance or willful gross misconduct which has had a material adverse effect
on the Company or repeated material willful violations of the executive's duties
which result in material damage to the Company) or (ii) by the executive for
"Good Reason" (e.g., due to a material breach of the Agreement by the Company,
including, without limitation, a material adverse change in the executive's
position or responsibilities or a reduction of the executive's compensation).
Subject to the limitation described below, upon either such termination of
employment, the executive will receive three times, in the case of Mr. Downes,
and two times, in all other cases, the sum of (x) his or her then annual base
salary and (y) the average of his or her annual bonuses with respect to the last
three calendar years ended prior to the Change of Control. However, if the
executive would be subject to the excise tax imposed on "excess parachute
payments", the amounts payable to the executive under this agreement will be
reduced (but not below zero) to the maximum amount which may be paid without the
executive being subject to such tax. In the case of Mr. Downes, this limit will
only apply if it will result in his receiving a greater net after tax amount
than he would have received without applying such limit. For purposes of these
agreements, a "Change of Control" shall generally mean the acquisition by any
person of beneficial ownership of securities representing 25% or more of the
combined voting power of the Company's securities; within any 24-month period,
the persons who were directors of the Company immediately before such period
(the "Incumbent Directors") and directors whose nomination or election is
approved by two-thirds of the Incumbent Directors and directors previously
approved by the Incumbent Directors ceasing to constitute a majority of the
Board or the stockholders of the Company approve a merger, consolidation, share
exchange, division, sale or other disposition of all or substantially all of the
assets of the Company, as a result of which the shareholders of the Company
immediately prior to such event do not hold, directly or indirectly, a majority
of the Voting Power of the acquiring or surviving corporation.
14
<PAGE> 17
APPOINTMENT OF AUDITORS
[ITEM (2) ON PROXY CARD]
ITEM 2
It is intended that the shares represented by the proxy holders will be
voted for approval of the appointment of Deloitte & Touche LLP (unless otherwise
indicated on proxy) as independent public accountants (auditors) to report to
the stockholders on the financial statements of the Company for the fiscal year
ending September 30, 1997. Each professional service performed by Deloitte &
Touche LLP during fiscal 1996 was approved in advance or was subsequently
approved and the possible effect on the auditors' independence was considered by
the Audit Committee. The Audit Committee has recommended, and the Board of
Directors has approved, the appointment of Deloitte & Touche LLP subject to the
approval of the stockholders at the Meeting. Although submission of the
appointment of independent public accountants to stockholders is not required by
law, the Board of Directors, consistent with its past policy, considers it
appropriate to submit the selection of auditors for stockholder approval.
Representatives of Deloitte & Touche LLP are expected to be present at the
Meeting with the opportunity to make a statement if they desire to do so and to
be available to respond to appropriate questions.
The affirmative vote of the holders of a majority of the shares of Common
Stock of the Company present, or represented by proxy, and voted at the Meeting
is required for the approval of this item. The Board has not determined what
action it would take if the stockholders do not approve the selection of
Deloitte & Touche LLP, but would reconsider its selection in light of the
stockholders' action.
THE BOARD RECOMMENDS THAT STOCKHOLDERS VOTE FOR
THE APPOINTMENT OF DELOITTE & TOUCHE LLP
EXPENSES OF SOLICITATION
All expenses of soliciting proxies, including clerical work, printing, and
postage will be paid by the Company. Proxies may be solicited personally, or by
mail, telephone, facsimile, or telegraph, by officers and other regular
employees of the Company, but the Company will not pay any compensation for such
solicitations. In addition, the Company has agreed to pay Corporate Investor
Communications a fee of $6,000 plus reasonable expenses for proxy solicitation
services. The Company will also reimburse brokers and other persons holding
shares in their names or in the names of nominees for their expenses for sending
material to beneficial owners and obtaining their proxies.
STOCKHOLDER PROPOSALS FOR 1998 ANNUAL MEETING
Proposals of stockholders intended to be presented at the 1998 Annual
Meeting must be received by the Company on or before September 12, 1997 to be
considered for inclusion in the Company's Proxy Statement and for consideration
at that meeting. Stockholders submitting such proposals are required to be the
beneficial owners of shares of the Company's Common Stock amounting to $1,000 in
market value and to have held such shares for at least one year prior to the
date of submission.
15
<PAGE> 18
OTHER BUSINESS
The Board does not know of any other business which may be brought before
the Meeting. However, if any other matters should properly come before the
Meeting or at any adjournment thereof, it is the intention of the persons named
in the accompanying proxy to vote on such matters as they, in their discretion,
may determine.
By Order of the Board of Directors
OLETA J. HARDEN
Secretary
Dated: December 20, 1996
16
<PAGE> 19
NEW JERSEY RESOURCES CORPORATION
1415 Wyckoff Road, Wall, NJ 07719
P
R Solicited on behalf of the BOARD OF DIRECTORS
O for the 1997 Annual Meeting of Stockholders
X
Y
The undersigned hereby appoints Laurence M. Downes and Oleta J. Harden,
each with full power of substitution, proxies to represent the undersigned at
the Annual Meeting of Stockholders of New Jersey Resources Corporation to be
held at 10:30 a.m., local time, on Wednesday, January 29, 1997 at the PNC Bank
Arts Center, Exit 116, Garden State Parkway, Holmdel, New Jersey 07733 and at
any adjournment thereof, and thereat to vote all of the shares of stock which
the undersigned would be entitled to vote, and, if applicable, hereby directs
the trustee(s) of the employee benefit plan(s) shown on the reverse side of this
card to vote the shares of stock allocated to the account of the undersigned.
-----------
CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE
SIDE
-----------
Please mark
[X] votes as in
this example.
Unless otherwise indicated, this proxy will be voted "FOR" all nominees for
election as directed and "FOR" the proposals referred to herein.
1. Election of Directors 2. To approve the FOR AGAINST ABSTAIN
Nominees: Warren R. Haas, retention of [ ] [ ] [ ]
Bruce G. Coe, Hazel S. Gluck, Deloitte & Touche,
Gary W. Wolf, George R. Zoffinger LLP as auditors for
the fiscal year
FOR WITHHELD ending September 30,
[ ] [ ] 1997; and
[ ] 3. To transact any other business that may
- --------------------------- properly be brought before the meeting
For all nominees except as or any adjournment or adjournments
noted above thereof.
MARK HERE MARK HERE
FOR ADDRESS [ ] IF YOU PLAN [ ]
CHANGE AND TO ATTEND
NOTE AT LEFT THE MEETING
In case of joint owners, each owner should
sign. When signing in a fiduciary or
representative capacity, please give full
title as such. Proxies executed by a
corporation should be signed in full
corporate name by duly authorized officer.
Name __________________ Date ________ Signature __________________ Date ________
