SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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:
___ Preliminary proxy statement
X Definitive proxy statement
___ Definitive additional materials
___ Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
___ Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
ESSEX COUNTY GAS COMPANY
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
X $125 per Exchange Act Rule O-11(c)(1)(ii),14a-6(i)(1), or 14a-6(j)(2)or
Item 22(a)(2) of Schedule 14A
___ $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
___ Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
O-11.
(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
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 O-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 of schedule and the
date of this filing.
(1) Amount previously paid:
______________________________________________________
(2) Form, schedule or registration statement No.:
______________________________________________________
(3) Filing party:
_____________________________________________________
(4) Date filed:
_____________________________________________________
1 Set forth the amount on which the filing fee is calculated
and state how it was determined.
N O T I C E O F
A N N U A L M E E T I N G
J A N U A R Y 16, 1 9 9 6
A N D
P R O X Y S T A T E M E N T
ESSEX COUNTY GAS COMPANY
7 NORTH HUNT ROAD
AMESBURY, MASSACHUSETTS 01913
Phone: (508) 388-4000
ANNUAL MEETING
OF STOCKHOLDERS
To Be Held January 16, 1996
December 5, 1995
Dear Stockholders:
YOUR VOTE IS IMPORTANT TO US! Whether or not you plan to
attend the Stockholders' Meeting, I urge you to vote. Please
specify your choice by marking the appropriate boxes on the
enclosed proxy in the enclosed postpaid return envelope as
promptly as possible. If you date, sign and return your proxy
card without indicating your choices, the persons designated
as proxies will vote your shares in accordance with the
recommendations of your Directors and management.
The Annual Meeting of Stockholders will be held at 10:00
a.m. at the offices of State Street Bank, 225 Franklin Street,
Boston, Massachusetts on January 16, 1996.
Charles E. Billups
Chairman of the Board
NOTICE
ESSEX COUNTY GAS COMPANY
7 NORTH HUNT ROAD
AMESBURY, MASSACHUSETTS 01913
Phone: (508) 388-4000
ANNUAL MEETING OF STOCKHOLDERS
To Be Held January 16, 1996
December 5, 1995
To the Common Stockholders of
ESSEX COUNTY GAS COMPANY:
Notice is hereby givenotice that the Annual Meeting of the
Stockholders of Essex County Gas Company will be held at the
offices of State Street Bank and Trust Company, 225 Franklin
Street (33rd Floor), Boston, Massachusetts, on Tuesday, January
16, 1996, at 10:00 o'clock a.m., Eastern Standard Time, for the
following purposes:
1. To elect a Board of Directors to serve for the ensuing year.
2. To transact such other business as may properly come
before the meeting.
Only Common Stockholders of record as of the close of
business on December 1, 1995, will be entitled to vote at
the meeting and at any and all adjournments thereof.
In case you are unable to personally be present at the
meeting, you are urged, no matter how small your holdings, to
execute the enclosed proxy and return it promptly in the
accompanying envelope.
By Order of the Board of Directors
Cathy E. Brown,
Clerk
This document constitutes a Proxy Statement of Essex County Gas
Company relating to the solicitation of proxies for the matters to be
acted upon at its Annual Meeting of Stockholders.
_______________________________________________________________
IMPORTANT
To assure your representation at the meeting, please
mail the enclosed proxy promptly.
______________________________________________________________
PROXY STATEMENT
ESSEX COUNTY GAS COMPANY
7 NORTH HUNT ROAD
AMESBURY, MASSACHUSETTS 01913
Phone: (508) 388-4000
ANNUAL MEETING OF STOCKHOLDERS
January 16, 1996
December 5, 1995
PROXY AND SOLICITATION
The accompanying proxy is solicited by and on behalf of the
Board of Directors of Essex County Gas Company for use at the
Annual Meeting of Stockholders to be held at the offices of
State Street Bank and Trust Company, 225 Franklin Street (33rd
floor), Boston, Massachusetts, on Tuesday, January 16, 1996, at
10:00 a.m. Eastern Standard Time, for the purposes set forth in
the foregoing notice of the Annual Meeting of Stockholders and
at any and all adjournments thereof. The proxy material will
be mailed to all stockholders of the Company on or about
December 5, 1995.
The Annual Report of the Company for the fiscal year ended
August 31, 1995, including financial statements, is being
mailed to all stockholders of the Company simultaneously with
the mailing of this Proxy Statement.
A stockholder who executes a proxy may revoke it at any
time before it is voted by notifying the Clerk of the Company
to such effect in writing prior to the Annual Meeting, by
filing with the Company a superseding later-dated proxy, or
by voting in person at the Annual Meeting. The affirmative vote
of the holders of a majority of the Common Stock present or
represented at the Annual Meeting is requiredto approve
the matters which are to be submitted to thestockholders
at the Annual Meeting. Abstentions shall be voted neither
"for" nor "against," but shall be counted in the determination
of a quorum. Broker non-votes and withheld votes will not be
included for quorum purposes or in the total number of votes
cast and therefore will have no effect on the vote.
As of November 1, 1995, there were outstanding 1,614,693
shares of Common Stock, each of which is entitled to one vote
per share, in person or by proxy, on all matters acted on at
the meeting. Only Common Stockholders of record at the close
of business on December 1, 1995, will be entitled to vote at
the meeting or at any adjournment thereof.
The persons named in the accompanying form of proxy,
including any substitutes, will vote such proxy in accordance
with any specifications made in the space provided therefor in
the form of proxy and, if no specification is made, will vote
such proxy as recommended by the Directors (1) to reelect as
Directors each of the twelve nominees as set forth below unless
authority to elect one or more Directors has been withheld, or
(2) to elect as Director such other persons, or a lesser number
of Directors as may be approved by the Board of Directors, if,
for any reason any of said persons is unable to serve.
ELECTION OF DIRECTORS
Information About Nominees
In accordance with the Company's By-Laws, a Board of not
less than three or more than fifteen directors is to be elected
at the Annual Meeting of Stockholders to serve until the next
Annual Meeting of Stockholders and until their successors are
duly elected and qualified. The Board has fixed the number of
directors at twelve. All of the following nominees for Director
are currently Directors of the Company and all of the nominees
have consented to serve if elected. The proxy cannot be voted
for more than twelve nominees. Unless otherwise noted,
each of the Directors has been with the organizations
listed in the following table in the capacity or capacities so
listed for more than five years.
NOMINEES FOR DIRECTOR
Served as
Nominee and Principal Director
Occupation for the last Five Years Age Since
CHARLES E. BILLUPS ........... 66 1971
Chairman of the Board of the Company since
January 1985; Interim President of the
Company, May 1992 to December 1992;
President and CEO of the Company, 1973
to 1989; Former Director of Northmark Bank
until 1991.
BENJAMIN C. BIXBY ............ 60 1979
Chairman of the Board, Bixby International
Corporation, a processor of high performance
plastics. Director, Bay Bank, N.A., Northeast
Regional Board; Director, Bay State Insurance
Company; Director, Merrimack Mutual
Insurance Company; Director, Cambridge
Mutual Fire Insurance Company.
DANIEL A. BURKHARDT .......... 48 1985
Principal, The Jones Financial Companies,
a Limited Partnership (Investment Bankers);
Director, St. Joseph Light & Power Co.;
Director, Galaxy Cablevision Management,
Inc.; Director, Mid-America Realty Trust;
Director, Southeastern Michigan Gas
Enterprises, Inc.; Chairman, Community
Investment Partners, LP, I & II.
EDWARD J. CURTIS ............. 53 1993
President, E.J. Curtis Associates, Inc.
(Professional Management Consulting
Services); Director, Southeastern Michigan
Gas Enterprises, Inc.
DOROTHY J. DOTSON ............ 51 1985
Senior Vice President, Managing Director,
Natwest Markets(Corporate and Investment
Banking, January 1994 to present; Investment
Banking, S.G. Warburg & Co., Inc., April 1990 to
December 1993; Managing Director, Investment
Banking, Prudential-Bache Securities, Inc.,
September 1984 to March 1990.
RICHARD P. HAMEL ............. 52 1991
Attorney at Law and Owner of the law firm of
Hamel, Deshaies & Gagliardi; Director, First &
Ocean National Bank.
ROBERT S. JACKSON ............ 62 1985
Principal, PhaseII Consulting (utility consulting)
since June 1, 1993; Senior Vice President, Stone
and Webster Management Consultants, Inc.
(utility consultants)from 1974 until May 31, 1993.
ERIC H. JOSTROM .............. 53 1981
President and Chief Investment Officer,
Constitution Management Company Inc.;
Registered Investment Advisor, 1992 to 1995;
Director, Indosuez International Investment Services,
S.A., Paris; Director, Indosuez Asia Advisors Ltd.
Hong Kong; President and Managing Director,
Standard Chartered Equitor, N.A.; Former
President and Managing Director, Standard
Chartered North American Asset Management Co.,
Inc.; Deputy Managing Director, Standard
Chartered Equitor Global Asset Management Co.,
LTD, London;. Chartered North American
Asset Management Co.,Inc.; Deputy Managing
Director, Standard Chartered Equitor Global
Asset Management Co., LTD, London.
ROBERT L. MEADE .............. 65 1983
Attorney at Law and private investor.
Served as
Nominee and Principal Director
Occupation for the last Five Years Age Since
KENNETH L. PAUL .............. 54 1977
Vice President, Sales and Marketing,
Process Engineering, Division of Process
Engineering Systems International, from 1994 to
present; formerly President and CEO, Process
Engineering, Inc., from 1990 to 1994; Director,
Family Bancorp.
PHILIP H. REARDON ............ 59 1992
President and Chief Executive Officer of the
Company since December 7, 1992; President
and Chief Executive Officer, New Jersey
Natural Gas Company, January 1987 to May
1992; Director, New Jersey Natural Gas
Company and New Jersey Resources Corporation,
January 1987 to May 1992. Director, Middlesex
Water Company since May 1991; Director, First &
Ocean National Bank since April 1995.
RICHARD L. WELLMAN 42 1994
Laboratory Operations Manager, Pace New
England, Inc., 1988 to present; Director, Pingree
Associates, Inc., 1980 to 1993; Director, Acadia
Management, Inc., 1982 to present.
MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES
During the fiscal year 1995, there were five meetings of the Board of
Directors. All Directors attended over 75% of the aggregate number of
meetings of the Board and the Committees on which they served. The Board
of Directors has standing Executive, Compensation and Audit Committees.
The Board of Directors does not have a standing Nominating Committee.
The Executive Committee performs the functions of a Nominating Committee.
The Executive Committee of Messrs. Billups (Chairman), Bixby, Meade, and
Hamel has the power and responsibility of theBoard of Directors in the
management of the business and affairs of the Company when the Board of
Directors is not in session. All action taken by the Executive Committee
is submitted for ratification at the next meeting of the Board of Directors.
During the fiscal year 1995 there were five meetings of the
Executive Committee.
The Compensation Committee of Messrs. Bixby (Chairman), Meade, Hamel and
Jostrom reviews and makes recommendations to the Board of Directors as
to the salaries and benefits of the Executive Officers of the Company.
The Compensation Committee also has the responsibility of administering
the Essex County Gas Company 1994 Stock Option Plan, an incentive stock
option plan. All actions taken by the Compensation Committee are
submitted for ratification at the next meeting of the Board of Directors.
During the fiscal year 1995 there was one meeting of the Compensation
Committee.
The Audit Committee has the responsibility of recommending auditors,
determining the scope of their services and reviewing statements prepared
and recommendations made by the auditors for the period under audit.
The Committee members are Messrs. Bixby (Chairman), Paul and Ms. Dotson.
During fiscal 1995 there was one meeting of the Audit Committee.
DIRECTORS' COMPENSATION
Each Director, other than Mr. Billups, is paid a fee of $500 for
each meeting of the Board of Directors attended and $400 for each
meeting of Committees of the Board attended. Reasonable travel expenses
are reimbursed. In addition, each Director, other than Mr. Billups
and those Directors who receive salaries from the Company, is paid a
quarterly retainer of $1,250 for all other services rendered to this
Company. Also, each member of the Executive Committee is paid a
quarterly retainer of $1,250 except Mr. Billups and those members
who receive salaries from the Company. Finally, Mr. Billups is paid a
quarterly retainer of $5,000 in lieu of the foregoing Directors' fees.
The Company maintains a plan that allows the members of the Board of
Directors to defer receipt of all or any part of their fees as a Director
or as a member of any and all Committees of the Board. Under the
Deferral Plan, a participating Director may elect that deferred amounts
be credited to either a cash account or to a stock account. A Director
may also elect that any amounts previously credited to a cash
account be transferred to a stock account, but amounts credited to a
stock account cannot be transferred to a cash account. Amounts
credited to the stock
account are credited with the number of shares of Common Stock that can be
purchased at fair market value on the date such amount is credited to the
account. Fees deferred and related earnings are payable when a Director
ceases to be a Director, following a Director's retirement from his
primary occupation, or on a fixed date five or more years after the
election to defer fees. The plan also provides an election to
receive deferred fees and accrued interest in one sum or in annual
installments, not to exceed ten years. In the event of death of a
Director, payments are made to the beneficiary designated by the Director.
SECURITIES OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table lists the beneficial ownership, as of November 1, 1995,
of Common Stock by all directors, each of the executive officers named
in the Summary Compensation Table herein and the directors and executive
officers of the Company as a group.
Amount of
Beneficial
Ownership Percent
of common of
Name Stock* Class
Charles E. Billups 2,000 **
Benjamin C. Bixby 3,634(1) **
Daniel A. Burkhardt 117 **
Edward J. Curtis 100 **
Dorothy J. Dotson 230 **
Richard P. Hamel 26,900(2) 1.67%
Robert S. Jackson 200 **
Eric H. Jostrom 22,538(3) 1.40%
Robert L. Meade 20,041 1.24%
Kenneth L. Paul 4,298(4) **
John W. Purdy, Jr. 3,988(5) **
Philip H. Reardon 6,255(6) **
Richard L. Wellman 500 **
All Directors and
Executive Officers as
a Group (17 persons) 110,837(7) 6.86%
* Shares held directly with sole voting and/or investment
power unless otherwise indicated.
**Shares beneficially owned do not exceed one percent of
the outstanding shares of Common Stock.
(1) Includes 3,125 shares owned by his wife and children.
(2) Includes 26,800 shares of Common Stock owned by Trusts, of
which he is a co-trustee. Beneficial ownership of 26,800
shares is disclaimed.
(3) Includes 19,900 shares of Common Stock owned by Trusts, of
which he is a trustee or a co-trustee. Beneficial
ownership of 19,800 shares is disclaimed.
(4) Includes 2,184 shares of Common Stock owned as a custodian
for his children.
(5) Includes 573 shares of Common Stock held in the Company's
401-K Trust Fund and 2,944 shares of Common Stock held in
the Company's ESOP Trust Fund.
(6) Includes 1,000 shares owned jointly by his wife and
Mother-in-Law; 1,162 shares of Common Stock held in the
Company's 401(K) Trust Fund; 1,436 shares of Common Stock
held in the Company's ESOP Trust Fund.
(7) See footnotes 1-5 above; includes 3,882 shares of Common
Stock held in the Company's TRASOP Trust Fund, 4,458 shares
of Common Stock held in the Company's 401-K Trust Fund, and
6,278 shares of Common Stock held in the Company's ESOP
Trust Fund for executive officers not previously noted.
COMPENSATION OF EXECUTIVE OFFICERS
Cash Compensation
The following table shows compensation paid by the Company
and its subsidiaries to the Company's President and Chief
Executive Officer and the other Executive Officer of the
Company whose total annual compensation for fiscal 1995
exceeded $100,000.
SUMMARY COMPENSATION TABLE
Annual Long Term
Compensation Compensation (2)
------------------------- ----------------
Name and Restricted
Principal (1) Other Annual Stock All Other
Position Year Salary Bonus Compensation Awards Option Compensation
($) ($) ($) ($) (#) ($)
- - -----------------------------------------------------------------------------
Philip H. 1995 178,396 -- 24,000 19,904
Reardon 1994 175,747 -- 18,483
President & 1993 124,247 -- --
Chief Executive
Officer
John W. 1995 110,914 -- 14,901
Purdy, Jr. 1994 106,117 -- 11,658
Vice President1993 110,222 5,000 11,562
Marketing and
Public Affairs
(1) The amounts in this column represent the aggregate total of
cash compensation received and compensation deferred by
the above-named individuals. Compensation is deferred pursuant
to the provisions of the Company's Employee Thrift Savings Plan
(the"Thrift Plan") which is a defined contribution
plan that incorporates salary deferral provisions pursuant
to section 401(k) of the Internal Revenue Code for all
employees who have elected to participate on that basis.
During the fiscal year ended August 31, 1995, Company
contributions under the Thrift Plan to Mr. Reardon and Mr.
Purdy, respectively, were $5,196 and $3,231. During the
fiscal year ended August 31, 1994, Company contributions
under the Thrift Plan to Mr. Reardon and Mr. Purdy were
$5,964 and $3,207, respectively. Compensation for Mr.
Reardon also includes $2,262, $1,500 and $1,900 in deferred
directors fees for fiscal 1995, 1994 and 1993,
respectively.
(2) The amounts in this column represent the contributions by
the Company on behalf of the above-named individuals to the
Company's Employee Stock Ownership Plan (the "ESOP"). The
ESOP is a qualified defined contribution plan. As of the
close of business on August 31, 1995, the value of the
shares allocated to Messrs. Reardon and Purdy, respectively,
were $36,279 and $74,341, based on the $25.25 bid price
per share of the Company's Common Stock as reported by
NASDAQ. As of the close of business on August 31, 1994,
the value of the shares allocated to Messrs. Reardon and
Purdy, respectively, were $16,051 and $58,262, based on the
$24.75 bid price per share of the Company's Common Stock as
reported by NASDAQ. As of the close of business on August
31, 1993, the value of the shares allocated to Messrs.
Reardon and Purdy, respectively, were $0 and $59,322, based
on the $29.00 bid price per share of the Company's Common
Stock as reported by NASDAQ.
(3) Mr. Reardon was elected President and Chief Executive
Officer effective December 7, 1992, prior to which he was
not employed by the Company.
(4) Mr. Purdy, the Company's Vice President of Marketing and
Public Affairs, was Acting General Manager from May 4, 1992
through December 7, 1992. Compensation for fiscal 1993
includes compensation as Acting General Manager.
Stock Options
The following table presents certain information concerning
stock options granted during fiscal 1995. No stock options
were exercised by the named executive officers during fiscal
1995.
OPTION GRANTS IN 1994
Potential Realization
Number of % of Total Value at Assumed
Securities Options Annual Rates
Underlying Granted to Exercise of Stock Prices
Options Employees or Base Expiration Appreciation for
Name Granted in 1995 Price Date Option Term
5.00% 10.00%
Philip H. ------ ------
Reardon 24,000 100.00% $24.50 2/9/2000 $162,454 $358,980
Employee Plans and Agreements
The Company maintains a non-contributory defined benefit
pension plan (the "Plan"), for non-union employees to provide
retirement benefits based on a final five-year average
compensation formula. Non-union employees are eligible for the
Plan at age 21, with one year of service, with benefits based
on a maximum of 25 years of service until age 65.
The following table shows the 1995 annual pension benefits
payable to employees upon retirement at age 65 in various
levels of final five-year average remuneration and
years-of-service classification, assuming the election of a
retirement allowance payable as a life annuity:
Pension Plan Table
Years of Service
Final 5-Year
Covered 25 or
Compensation 10 15 20 more
$100,000 $21,270 $31,906 $42,541 $53,176
120,000 25,670 38,506 51,341 64,176
140,000 30,070 45,106 60,141 75,176
160,000 34,470 51,706 68,941 86,176
180,000 38,870 58,306 77,741 97,176
Compensation under the Plan is defined as regular
remuneration paid for services including commissions paid to
salesmen but excluding bonus, overtime and special pay. The
estimated credited years of service at normal retirement under
the Plan for the individuals named in the Summary Compensation
Table is: Philip H. Reardon, 9, and John W. Purdy, Jr., 14.
The benefits listed in the Pension Plan Table are not subject
to any deduction for Social Security or other offset amounts.
In addition, the Company has a Supplemental Executive
Retirement Plan for executives of the Company who are selected
by the Board of Directors to participate. The Supplemental
Executive Retirement Plan provides retirement and disability
benefits as well as a death benefit. Mr. Reardon has been
selected and is participating in the Supplemental Executive
Retirement Plan. The annual estimated post-retirement benefits
payable under such Plan are $40,145. Benefits under such Plan
are determined according to the following Benefit Formula:
60% of highest 5 consecutive full calendar years average reduced
by the employee's qualified plan benefits from Essex County Gas
Company and New Jersey Natural Gas Company.
The Company has entered into contingent employment
agreements with Philip H. Reardon and John W. Purdy, Jr. These
agreements become effective only upon a change of control (as
defined in the agreements). These agreements call for the
executive to receive an annual salary at the rate which is not
less than the current rate of annual salary with the
opportunity for increases from time to time thereafter which
are in accordance with the Corporation's regular practices. In
addition, the executive is also entitled to current benefits,
including insurance and participation in qualified plans. In
the event of a termination of any of these employment agree-
ments by the Company after a change of control for any reason
other than death, disability or cause, or in the event a
covered officer resigns upon the occurrence of (i) any
significant change in the nature or scope of the officer's
duties from those presently performed, any reduction in total
compensation, any other breach by the Company of the employment
agreement or (ii) a reasonable determination by such officer
that, as a result of a change of control and such change in
circumstances thereafter significantly affecting his position,
such officer is unable to exercise the authorities, powers,
functions or duties attached to his position, such officer will
be entitled to receive the above mentioned compensation and
benefits as provided for in the employment agreement for a term
of two years.
COMPENSATION COMMITTEE REPORT
ON EXECUTIVE COMPENSATION
The Committee's Compensation policies and plans applicable
to the executive officers seeks to enhance the profitability of
the Company and shareholder value, as well as control costs and
maintain reasonable rates for the customers. The Committee's
practices reflect policies that compensation should (1) attract
and retain well-qualified executives, (2) support short- and
long-term goals and objectives of the Company, (3) reward
individuals for outstanding contributions to the Company's
success, (4) be meaningfully related to the value created for
shareholders, and (5) relate to maintenance of good customer
relations and reasonable rates.
Chief Executive Officer
In establishing the Chief Executive Officer's compensation,
the Committee begins by determining the salary paid to chief
executive officers at similarly sized utility companies, as
reported in regional surveys, keeping in mind the performance
of those companies, in order to establish a starting point for
the Chief Executive Officer's compensation. The Committee then
reviews certain of its financial goals, including earnings
levels, return on equity, and cost containment efforts; to the
extent these goals have been met or exceeded, the Chief Executive
Officer's compensation is increased. More than any other factor,
the Compensation Committee believes the degree of success in
meeting these financial objectives is the most important
element in determining the Chief Executive Officer's compensation.
Secondarily important (and somewhat more subjective) in
the Compensation Committee's considerations are the following
criteria: the development of a Company strategic plan, the
creation of an action plan to improve relations with
regulators, customers and the media, and involvement in community
affairs. The proposed compensation amount is thensubmitted to
the full Board of Directors for approval.
Other Executive Officers
In establishing compensation for the Company's executive
officers other than the Chief Executive Officer, the Chief
Executive Officer first establishes a salary range for each
executive officer. These salary ranges are based in part upon
salaries provided to executive officers in comparable utility
companies, as reported by regional salary surveys, based on the
relative significance of each officer's responsibilities.
Specific salary levels are then established through evaluations
of each executive officer's performance of his or her goals and
duties with the assistance of outside compensation specialists.
Financial goals related to earnings levels, cost containment
efforts and return on equity are the most important factors.
Other, more subjective goals such as leadership qualities, as
well as technical abilities also influence the determination of
each executive officer's salary level. These base salary
levels, as determined by the Chief Executive Officer, are then
reviewed by the Compensation Committee and approved by the
Board.
COMPENSATION COMMITTEE MEMBERS
Benjamin C. Bixby, Chairman
Robert L. Meade
Richard P. Hamel
Eric H. Jostrom
COMPARATIVE TOTAL SHAREHOLDER RETURN
Set forth below is a line graph comparing the cumulative
total shareholder return for the Company's Common Stock to the
cumulative total return of the Standard & Poor's ("S&P") 500
Stock Index and the S&P 40 Utility Index. For the five-year
period beginning August 31, 1990 and ending August 31, 1995.
GRAPH
8/31/90 8/31/91 8/31/92 8/31/93 8/31/94 8/31/95
ESSEX COUNTY GAS $100.00 $131.12 $149.46 $205.49 $176.09 $191.28
COMPANY
S&P 500 STOCK INDEX $100.00 $126.99 $137.06 $157.88 $166.58 $202.26
S&P UTULITIES 40 $100.00 $118.21 $136.95 $171.95 $152.88 $179.01
40 INDEX
Assumes $100 invested at the close of trading on the last trading
day of fiscal 1990 in Essex County Gas Company Common Stock, S&P 500
Stock Index and S&P Utilities 40 Index. Also assumes reinvestment of
dividends.
COMPENSATION COMMITTEE INTERLOCKS
AND INSIDER PARTICIPATION
The members of the Compensation Committee during the 1995 fiscal year were
Benjamin C. Bixby (Chairman), Robert L. Meade, Richard P. Hamel and
Eric H. Jostrom.
Richard P. Hamel, a Director of the Company, is a partner in the law
firm of Hamel, Deshaies & Gagliardi, a firm which performed legal
services for the Company during the past 20 years. The firm has also
been retained for the current fiscal year.
CERTAIN TRANSACTIONS
None.
COMPLIANCE WITH SECTION 16(a)
OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's executive officers and directors, and persons who own more than
ten percent of a registered class of the Company's equity securities, to
file reports of ownership and changes in ownership with the Securities
and Exchange Commission. Officers, directors and greater than
ten-percent shareholders are required by SEC regulation to furnish the
Company with copies of all Section 16(a) forms they file.
Based solely on its review of the copies of such forms received by
it, or written representations from certain reporting persons that
no Forms 5 were required for those persons the Company believes that
during the fiscal year ended August 31, 1995, all filing requirements
applicable to the officers, directors, and greater than ten-percent
beneficial owners were complied with.
INDEPENDENT PUBLIC ACCOUNTANTS
The firm of Arthur Andersen LLP, independent certified public
accountants, was appointed in August, 1987, and is expected to be
reappointed at the Board of Directors Meeting on January 16, 1996, as
auditors to examine the records of the Company for the fiscal year ended
August 31, 1996.
Representatives of Arthur Andersen LLP are expected to be present at the
Annual Meeting with the opportunity to make a statement, if they desire
to do so, and to be available to respond to appropriate questions.
EXPENSES
The expenses in connection with the solicitation of the enclosed form of
proxy will be borne by the Company. In order to obtain the requisite
vote at the Annual Meeting, Company officers, directors, and other
employees of the Company may solicit proxies, but the Company will not
pay any compensation for such solicitations. In addition, the Company has
contracted with Corporate Investors Communications, Inc. to assist the
Company with the solicitation of proxies for a fee of $4,000 plus expenses.
STOCKHOLDER PROPOSALS
Any stockholder proposal to be presented at the 1997 Annual Meeting of the
Company must be received by the Company on or before August 9, 1996,
for inclusion in the Company's Proxy Statement and form of Proxy relating
to that meeting.
For any item of business to be properly considered at the 1997 Annual
Meeting, the item of business must either (a) be specified in the notice
of meeting (or any supplement thereto) given by or at the direction of the
Board of Directors or the persons calling the meeting as herein
provided, (b) be otherwise properly brought before the meeting by or at
the direction of the Board of Directors, or (c) be otherwise properly
brought before the meeting by a shareholder as hereinafter provided.
For business to be properly brought before a meeting by a shareholder,
the shareholder must have given timely notice thereof in writing to the
Secretary of the Corporation. To be timely, a shareholder's notice
must be delivered to or mailed and received at the principal executive
offices of the Corporation not less than sixty (60) days nor more
than ninety (90) days prior to the meeting; provided, however, that
in the event that less than seventy (70) days' notice or prior public
disclosure of the date of the meeting of shareholders is given or made
to shareholders, to be timely, notice by the shareholder of business
to be conducted at a meeting must be received by the Secretary not
later than the close of business on the tenth day following the day on
which notice of the date of the meeting of shareholders was mailed or
such public disclosure was made to the shareholders. A
shareholder's notice to the Secretary shall be set forth as to each
matter he proposes to bring before the meeting (a) a brief description
of the business desired to be brought before the meeting and the reasons
for conducting such business at the meeting, (b) the name and address,
as they appear on the Corporation's books, of the shareholder
or shareholders proposing such business, (c) the class or classes of
stock and number of shares of such class or classes of stock which are
beneficially owned by the proposing shareholder or shareholders,
and (d) any material interest of the proposing shareholder or
shareholders in such business.
OTHER MATTERS
The Company does not presently intend to bring before the meeting any
matters other than those specified and has no knowledge of any other
matters which may be brought up by other persons. However, if any other
matters not now known properly come before the meeting or any adjournment
thereof, the persons named in the enclosed form of proxy, including any
substitutes, will vote said proxy in accordance with their judgment on
such matters.
By Order of the
BOARD OF DIRECTORS
Cathy E. Brown
Clerk
December 5, 1995
PROXY -- SOLICITED BY THE BOARD OF DIRECTORS
ESSEX COUNTY GAS COMPANY
The undersigned hereby constitutes and appoints Charles E.
Billups and Richard P. Hamel, or either of them, with full
power of substitution and revocation in each, proxies to vote
all shares of Common Stock of Essex County Gas Company which
the undersigned may be entitled to vote at the Annual
Meeting of the Stockholders to be held on January 16, 1996, and
at any and all adjournments thereof.
The Board of Directors recommends votes "for" all of
the following proposals:
1. ELECTION OF DIRECTORS
FOR AGAINST ABSTAIN
all nominees listed below all nominees
(except as marked to the listed below
contrary below) /__/ /__/ /__/
(INSTRUCTION: To vote against any individual nominee,
strike a line through that nominee's name in the
list below.)
C. E. Billups, B. C. Bixby, D. A. Burkhardt, E. J. Curtis,
D.J. Dotson, R. P. Hamel, R. S. Jackson, E. H. Jostrom, R. L. Meade,
K. L. Paul, P. H. Reardon, and R. L. Wellman.
2. With discretionary authority to vote upon such other
business as may properly come before the meeting.
(Continued and to be signed on other side)
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
- - - - - - - -
Account No. No. of Shares
This Proxy will be voted as specified. If no specification
is made, the Proxy will be voted FOR all Items.
Dated: ________________________, 199_
Please _______________________________
Sign
Here _______________________________
Stockholders please sign this proxy
exactly as your name appears above,
including the title "Executor",
"Administrator", "Trustee", etc., if
the same is indicated. If a joint
account, each joint owner should sign.
If stock is held by a corporation,
this proxy should be executed by an
authorized officer thereof.
