File No. 70-9545
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
Amendment No. 1
To
FORM U-1
APPLICATION
UNDER THE
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
Energy East Corporation
P.O. Box 1196
Stamford, Connecticut 06904-1196
and
Merger Co.
c/o Energy East Corporation
P.O. Box 1196
Stamford, Connecticut 06904-1196
(Name of company or companies filing this statement and address of
principal executive offices)
Kenneth M. Jasinski
Executive Vice President and General Counsel
c/o Energy East Corporation
P.O. Box 1196
Stamford, Connecticut 06904-1196
Telephone: (203) 325-0690
(Names and addresses of agents for service)
Copies to:
Frank Lee, Esq. Adam Wenner, Esq.
Huber Lawrence & Abell Vinson & Elkins
605 Third Avenue 1455 Pennsylvania Avenue, N.W.
New York, New York 10158 Washington, D.C. 20004
Telephone: (212) 682-6200 Telephone: (202) 639-6500
This Amendment No. 1 to the Form U-1 of Energy East
Corporation is being filed
to amend Item 6 by adding the exhibits listed below:
Item 6. Exhibits and Financial Statements.
The following exhibits are being filed with this Amendment
No. 1:
NO. DESCRIPTION METHOD OF FILING
D-4 Approval of the Federal Communications Filed herewith on
Commission of the indirect transfer Form SE.
of certain radio licenses.
E-1 Map of natural gas service territories Filed herewith on
of NYSEG and Connecticut Energy and Form SE.
major interstate pipelines.
F-1 Preliminary opinion of Huber Lawrence Filed herewith.
& Abell, counsel to Energy East.
F-3 Preliminary opinion of Brody, Wilkinson Filed herewith.
and Ober, P.C., Connecticut counsel
to Energy East.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Public Utility Holding
Company Act of 1935, the undersigned companies have duly caused this
Amendment No. 1 to be signed on their behalf by the undersigned
thereunto duly authorized.
Energy East Corporation
Date: December 8, 1999 By /s/ Kenneth M. Jasinski
Kenneth M. Jasinski
Executive Vice President
and General Counsel
Merger Co.
Date: December 8, 1999 By /s/ Kenneth M. Jasinski
Kenneth M. Jasinski
Vice President, Secretary
and Treasurer
EXHIBIT F-1
[HUBER LAWRENCE & ABELL LETTERHEAD]
December 8, 1999
Securities and Exchange Commission
450 Fifth Street, NW
Washington, D.C. 20549
Re: Form U-1 Application by Energy East Corporation
File Number: 70-9545
Ladies and Gentlemen:
We have acted as counsel for Energy East Corporation, a New
York corporation ("Energy East"), in connection with the proposed
merger (the "Transaction") of Connecticut Energy Corporation, a
Connecticut corporation ("Connecticut Energy"), with and into
Merger Co., a Connecticut corporation and a wholly-owned
subsidiary of Energy East ("Merger Co."), pursuant to the
Agreement and Plan of Merger dated as of April 23, 1999, as
amended (the "Merger Agreement"). This opinion is being
delivered at Energy East's request in connection with Energy
East's Form U-1 Application (the "Application") under the Public
Utility Holding Company Act of 1935 in connection with the
Transaction.
As such counsel, we have examined the Merger Agreement,
Energy East's Registration Statement on Form S-4 (Registration
No. 333-83437), filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended, the Certificate of
Incorporation and By-Laws of Energy East, resolutions adopted by
the Board of Directors of Energy East and certificates of public
officials. In addition, we have examined such other documents
and matters of law and made such inquiries as we have deemed
necessary or appropriate to enable us to render the opinions
expressed below. In such examination, we have assumed the
genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original
documents of all documents submitted to us as copies and the
authenticity of the originals of such letter documents. As to
any facts material to our opinion, we have, when relevant facts
were not independently established by us, relied upon the
aforesaid instruments and documents.
Based upon and subject to the foregoing and further
qualifications set forth below, we are of the opinion that in the
event the Transaction is consummated as set forth in the initial
paragraph above and in accordance with the Merger Agreement:
1. All laws of the State of New York applicable to the
Transaction will have been complied with.
2. Energy East is a corporation duly incorporated and
validly existing under the laws of the State of New
York, and the Energy East common stock, $0.01 par value
(the "Shares"), issuable pursuant to the Transaction,
when issued as contemplated by the Merger Agreement,
will be validly issued, fully paid and nonassessable,
and the holders thereof will be entitled to the rights
and privileges appertaining thereto as set forth in the
Certificate of Incorporation of Energy East.
3. Energy East will legally acquire all of the outstanding
shares of common stock of Connecticut Energy.
4. The consummation of the Transaction will not violate
the legal rights of the holders of any securities
issued by Energy East or any associate company thereof.
The foregoing opinions are subject to the following
qualifications:
(i) Except as set forth below, the law covered by the
opinions expressed herein is limited to the laws of the
State of New York and the federal securities laws of
the United States of America.
(ii) With respect to matters governed by the laws of the
State of Connecticut, in rendering our opinion at
paragraph 3 above, we have relied on the opinion of
Brody, Wilkinson and Ober, P.C. dated December 8, 1999.
We hereby consent to the filing of this opinion as Exhibit
F-1 to the Application.
Very truly yours,
Huber Lawrence & Abell
EXHIBIT F-3
[BRODY, WILKINSON AND OBER LETTERHEAD]
December 8, 1999
Securities and Exchange Commission
450 Fifth Street, NW
Washington, D.C. 20549
Re: Form U-1 Application by Energy East Corporation
File Number: 70-9545
Ladies and Gentlemen:
We have acted as Connecticut counsel for Energy East
Corporation, a New York corporation ("Energy East"), in
connection with the proposed merger (the "Transaction") of
Connecticut Energy Corporation, a Connecticut corporation
("Connecticut Energy"), with and into Merger Co., a Connecticut
corporation and a wholly-owned subsidiary of Energy East ("Merger
Co."), pursuant to the Agreement and Plan of Merger dated as of
April 23, 1999, as amended (the "Merger Agreement"). This
opinion is being delivered at Energy East's request in connection
with Energy East's Form U-1 Application (the "Application") under
the Public Utility Holding Company Act of 1935 in connection with
the Transaction.
In connection with this opinion, we have examined the
Application and the exhibits thereto and the Merger Agreement,
and we have examined or caused to be examined such other papers,
documents and records, and have made such examination of law and
have satisfied ourselves as to such other matters, as we have
deemed relevant or necessary for the purpose of this opinion.
Based upon the foregoing, and in the event the proposed
Transaction contemplated by the Application is carried out in
accordance therewith and with the Merger Agreement, we are of the
opinion that:
(1) Upon the approval of the certificate of merger of
Connecticut Energy with and into Merger Co. by the Secretary of
the State of Connecticut, all state laws applicable to Energy
East in connection with the proposed Transaction will have been
complied with; and
(2) As a result of the merger of Connecticut Energy and
Energy East's wholly-owned subsidiary Merger Co., Energy East
will legally acquire all of the outstanding shares of common
stock of Connecticut Energy.
The opinions expressed herein are qualified in their
entirety as follows: (i) no opinions are expressed with respect
to laws other than those of the State of Connecticut, and (ii)
the opinions with respect to the laws of the State of Connecticut
are limited to the approvals of the Transaction and the
certificate of merger required to be obtained from the
Connecticut Department of Public Utility Control and the
Secretary of the State of Connecticut under the laws regulating
gas companies in such state.
We hereby consent to (i) the filing of this opinion as an
exhibit to the Application, and (ii) the reliance by Huber
Lawrence & Abell on our opinion in paragraph (2) above with
respect to matters governed by the laws of the State of
Connecticut in rendering its opinion to be filed as an exhibit to
the Application.
Very truly yours,
Brody, Wilkinson and Ober,
P.C.
