<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 14, 2000
REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
ENERGY EAST CORPORATION
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C>
NEW YORK 14-1798693
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
</TABLE>
P.O. BOX 12904
ALBANY, NY 12212-2904
(Address of principal executive offices)
THE SOUTHERN CONNECTICUT GAS COMPANY
TARGET PLAN
(Full title of plan)
------------------------
DANIEL W. FARLEY
SECRETARY
ENERGY EAST CORPORATION
P.O. BOX 12904
ALBANY, NY 12212-2904
(Name and address of agent for service)
(518) 434-3049
(Telephone number, including area code, of agent for service)
------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED PROPOSED
MAXIMUM MAXIMUM
AMOUNT TO OFFERING PRICE AGGREGATE AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED BE REGISTERED PER SHARE* OFFERING PRICE* REGISTRATION FEE
<S> <C> <C> <C> <C>
Common Stock ($.01 Par Value)............ 1,500,000 Shares $20.8438 $31,265,700 $8,255
</TABLE>
* Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h).
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the target plan described herein.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The Securities and Exchange Commission allows us to "incorporate by
reference" information into this Registration Statement, which means that we can
disclose important information to you by referring you to another document filed
separately with the SEC. The information incorporated by reference is deemed to
be part of this Registration Statement. The information filed with the SEC in
the future will automatically update and supersede this information. We
incorporate by reference the documents listed below and any future filings made
by us with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, until we file a post-effective amendment to this
Registration Statement which indicates that all of the securities have been sold
or which deregisters all securities then remaining unsold.
- Our Annual Report on Form 10-K for the year ended December 31, 1999.
- Our Current Reports on Form 8-K filed January 31, 2000, February 8, 2000
and February 18, 2000.
- Annual Report on Form 11-K for the year ended December 31, 1998 for the
Plan.
ITEM 4. DESCRIPTION OF SECURITIES
The following statements with respect to our common stock, par value $.01
per share, and preferred stock, par value $.01 per share, are summaries of
certain provisions of our Restated Certificate of Incorporation, as amended
("Charter"), setting forth the designations, preferences, privileges and voting
powers of such stock and the restrictions or qualifications. These statements
are summaries and we refer to the Charter for the full provisions.
GENERAL. Our Charter provides that, to the extent permitted by the Business
Corporation Law of the State of New York ("BCL") and our Charter, our Board of
Directors is authorized, at any time or from time to time, to establish and
designate one or more series of our preferred stock and to fix the number of
shares and the relative rights, preferences and limitations of each such series.
DIVIDENDS. Subject to any prior rights of our preferred stock, if any
should become outstanding, dividends on our common stock will be paid if, when
and as determined by our Board of Directors from time to time out of funds
legally available for that purpose.
VOTING RIGHTS. Holders of our common stock are entitled to one vote for
each share held by them on all matters submitted to the stockholders and are
entitled to cumulative voting in the election of directors. Our Charter provides
for the adoption of a plan of merger or consolidation by the affirmative vote of
the stockholders entitled to cast a majority of the votes entitled to be cast.
Our Charter and By-Laws require the affirmative vote of the stockholders
entitled to cast two-thirds of the votes entitled to be cast in order for
stockholders to alter, amend, repeal, or adopt any provision inconsistent with,
certain specified provisions of our By-Laws. Our Board of Directors is divided
into three classes serving staggered three year terms.
LIQUIDATION. In the event of any liquidation, dissolution or winding up,
either voluntary or involuntary, after payment or provision for payment shall
have been made of the amounts to which the holders of our preferred stock shall
be entitled under the provisions of any series of our preferred stock
established by the Board of Directors, the holders of our common stock will be
entitled, to the exclusion of the holders of our preferred stock of any series,
to share ratably,
II-1
<PAGE>
according to the number of shares held by them, in all remaining assets of ours
available for distribution.
PREEMPTIVE AND OTHER RIGHTS. The holders of our capital stock are not
entitled to any preemptive rights to subscribe for or purchase any part of any
issue, sale or offering of any shares of our capital stock of any class or
series, now or hereafter authorized, or of any options, warrants or rights to
subscribe for or purchase any such shares, or of any securities convertible
into, exchangeable for, or carrying options, warrants or rights to subscribe for
or purchase, any such shares, regardless of whether such issue, sale or offering
is for cash, property, services or otherwise. Our common stock is not subject to
redemption or to any further calls or assessments and is not entitled to the
benefit of any sinking fund provisions. The shares of our common stock to be
issued in connection with the Plan when issued will be fully paid and
non-assessable.
LISTING. Our common stock is listed on the New York Stock Exchange.
TRANSFER AGENT AND REGISTRAR. The Transfer Agent and Registrar for our
common stock is ChaseMellon Shareholder Services, L.L.C., P.O. Box 3315, South
Hackensack, New Jersey 07606-1915.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The BCL provides that if a derivative action is brought against a director
or officer, we may indemnify him against amounts paid in settlement and
reasonable expenses, including attorneys' fees, incurred by him in connection
with the defense or settlement of such action, if such director or officer acted
in good faith for a purpose which he reasonably believed to be in our best
interests, except that no indemnification shall be made without court approval
in respect of a threatened action, or a pending action settled or otherwise
disposed of, or in respect of any matter as to which such director or officer
has been found liable to us. In a nonderivative action or threatened action, the
BCL provides that we may indemnify a director or officer against judgments,
fines, amounts paid in settlement and reasonable expenses, including attorneys'
fees incurred by him in defending such action if such director or officer acted
in good faith for a purpose which he reasonably believed to be in our best
interests.
Under the BCL, a director or officer who is successful, either in a
derivative or nonderivative action, is entitled to indemnification as outlined
above. Under any other circumstances, such director or officer may be
indemnified only if certain conditions specified in the BCL are met. The
indemnification provisions of the BCL are not exclusive of any other rights to
which a director or officer seeking indemnification may be entitled pursuant to
the provisions of the certificate of incorporation or the by-laws of a
corporation or, when authorized by such certificate of incorporation or by-laws,
pursuant to a shareholders' resolution, a directors' resolution or an agreement
providing for such indemnification.
The above is a general summary of certain provisions of the BCL and is
subject, in all cases, to the specific and detailed provisions of Sections
721-725 of the BCL.
Our By-Laws provide that to the extent not prohibited by law, we shall
indemnify each person made, or threatened to be made, a party to any civil or
criminal action or proceeding by reason of the fact that he, or his testator or
intestate, (i) is or was a director or officer of ours or (ii) is or was serving
any other corporation of any type or kind, domestic or foreign, or any
partnership, joint venture, trust, employee benefit plan or other enterprise, in
any capacity at our request.
Our By-Laws also provide, among other things, that:
(1) no indemnification shall be made to or on behalf of any director or
officer, if a judgment or other final adjudication adverse to the director
or officer establishes that his acts
II-2
<PAGE>
were committed in bad faith or were the result of active and deliberate
dishonesty and were material to the cause of action so adjudicated, or that
he personally gained in fact a financial profit or other advantage to which
he was not legally entitled;
(2) the rights to indemnification and advancement of defense expenses
granted by or pursuant to the By-Laws shall not limit or exclude, but shall
be in addition to, any other rights which may be granted by or pursuant to
any statute, certificate of incorporation, by-law, resolution or agreement;
and
(3) we may, with the approval of the Board of Directors, enter into an
agreement with any person who is, or is about to become, a director or
officer of ours, or who is serving, or is about to serve, at our request, as
a director, officer, or in any other capacity, any other corporation of any
type or kind, domestic or foreign, or any partnership, joint venture, trust,
employee benefit plan or other enterprise, which agreement may provide for
indemnification of such person and advancement of defense expenses to such
person upon such terms, and to the extent, not prohibited by law.
We have insurance policies indemnifying our directors and officers against
certain obligations that may be incurred by them, subject to certain retention
and co-insurance provisions.
ITEM 8. EXHIBITS
See Exhibit Index.
The Registrant undertakes to submit, or has submitted, the Plan and any
amendments thereto to the Internal Revenue Service ("IRS") in a timely manner
and has made or will make all changes required by the IRS in order to qualify
the Plan under Section 401 of the Internal Revenue Code of 1986.
ITEM 9. UNDERTAKINGS
The Registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising after
the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in
this Registration Statement. Notwithstanding the foregoing, any increase
or decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering
range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement; and
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement;
II-3
<PAGE>
PROVIDED, HOWEVER, that paragraphs (i) and (ii) do not apply if this
Registration Statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act of 1934
that are incorporated by reference in this Registration Statement;
(2) that, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof; and
(3) to remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
The Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act of
1934 (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act of 1934) that is
incorporated by reference in this Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions of the Registrant's Charter, By-Laws, the
BCL or otherwise, the Registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on April 14, 2000.
<TABLE>
<S> <C> <C>
ENERGY EAST CORPORATION
By: /s/ FRANK LEE
-----------------------------------------
Frank Lee
ATTORNEY-IN-FACT
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on April 14, 2000.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
Principal Executive, Financial
and Accounting Officer:
* Chairman and Director
-------------------------------------------
Wesley W. von Schack
Directors:
* Director
-------------------------------------------
Richard Aurelio
* Director
-------------------------------------------
James A. Carrigg
* Director
-------------------------------------------
Alison P. Casarett
* Director
-------------------------------------------
Joseph J. Castiglia
* Director
-------------------------------------------
Lois B. DeFleur
* Director
-------------------------------------------
Paul L. Gioia
* Director
-------------------------------------------
John M. Keeler
</TABLE>
II-5
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
* Director
-------------------------------------------
Ben E. Lynch
* Director
-------------------------------------------
Walter G. Rich
/s/ FRANK LEE As attorney-in-fact for the officers and
------------------------------------------- directors
Frank Lee marked by an asterisk
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, the Plan has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on April 14, 2000.
<TABLE>
<S> <C> <C>
THE SOUTHERN CONNECTICUT GAS COMPANY
TARGET PLAN
</TABLE>
<TABLE>
<S> <C>
By: /s/ FRANK LEE
--------------------------------------
Frank Lee
(Frank Lee, ATTORNEY-IN-FACT)
</TABLE>
II-6
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO.
- -----------
<C> <S>
23-1 Consent of PricewaterhouseCoopers LLP.
24-1 Power of Attorney of Directors and Officers.
24-2 Power of Attorney of Registrant.
24-3 Power of Attorney for The Southern Connecticut Gas Company
Target Plan.
</TABLE>
<PAGE>
EXHIBIT 23-1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 28, 2000, except as to
Note 15, which is as of February 8, 2000, relating to the financial statements
and financial statement schedule, which appears in Energy East Corporation's
Annual Report on Form 10-K for the year ended December 31, 1999. We also hereby
consent to the incorporation by reference in this Registration Statement on
Form S-8 of our report dated June 21, 1999, relating to the financial statements
and schedules, which appears in the Annual Report of The Southern Connecticut
Gas Company Target Plan on Form 11-K for the year ended December 31, 1998. We
also consent to the reference to us under the heading "Experts" in the related
Prospectus pertaining to such Plan.
/s/ PRICEWATERHOUSECOOPERS LLP
New York, New York
April 14, 2000
<PAGE>
EXHIBIT 24-1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer
of Energy East Corporation, a New York corporation, hereby constitutes and
appoints W.W. von Schack, K.M. Jasinski, Esq., R.D. Kump, D.W. Farley, L. Blum,
Esq. and F. Lee, Esq., and each of them (with full power to each of them to act
alone) his or her true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him or her and on his or her behalf and in
his or her name, place and stead, to sign, execute and file a Registration
Statement with the Securities and Exchange Commission, Washington, D.C. under
the provisions of the Securities Act of 1933, as amended, in connection with the
proposed offering of 1,500,000 shares of the Corporation's Common Stock ($.01
Par Value) through The Southern Connecticut Gas Company Target Plan, and the
interests of the participants in such Plan, any and all amendments to such
Registration Statement, and any and all other documents requisite to be filed
with respect thereto, with all exhibits and other documents in connection
therewith, granting unto said attorneys, and each of them or their substitutes
or substitute, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, in order to
effectuate the same as fully to all intents and purposes as he or she might or
could do.
IN WITNESS WHEREOF, the undersigned has set his or her hand this 14th day of
April, 2000.
/s/ WESLEY W. VON SCHACK
------------------------------------
WESLEY W. VON SCHACK
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer
of Energy East Corporation, a New York corporation, hereby constitutes and
appoints W.W. von Schack, K.M. Jasinski, Esq., R.D. Kump, D.W. Farley, L. Blum,
Esq. and F. Lee, Esq., and each of them (with full power to each of them to act
alone) his or her true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him or her and on his or her behalf and in
his or her name, place and stead, to sign, execute and file a Registration
Statement with the Securities and Exchange Commission, Washington, D.C. under
the provisions of the Securities Act of 1933, as amended, in connection with the
proposed offering of 1,500,000 shares of the Corporation's Common Stock ($.01
Par Value) through The Southern Connecticut Gas Company Target Plan, and the
interests of the participants in such Plan, any and all amendments to such
Registration Statement, and any and all other documents requisite to be filed
with respect thereto, with all exhibits and other documents in connection
therewith, granting unto said attorneys, and each of them or their substitutes
or substitute, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, in order to
effectuate the same as fully to all intents and purposes as he or she might or
could do.
IN WITNESS WHEREOF, the undersigned has set his or her hand this 14th day of
April, 2000.
/s/ JAMES A. CARRIGG
------------------------------------
JAMES A. CARRIGG
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer
of Energy East Corporation, a New York corporation, hereby constitutes and
appoints W.W. von Schack, K.M. Jasinski, Esq., R.D. Kump, D.W. Farley, L. Blum,
Esq. and F. Lee, Esq., and each of them (with full power to each of them to act
alone) his or her true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him or her and on his or her behalf and in
his or her name, place and stead, to sign, execute and file a Registration
Statement with the Securities and Exchange Commission, Washington, D.C. under
the provisions of the Securities Act of 1933, as amended, in connection with the
proposed offering of 1,500,000 shares of the Corporation's Common Stock ($.01
Par Value) through The Southern Connecticut Gas Company Target Plan, and the
interests of the participants in such Plan, any and all amendments to such
Registration Statement, and any and all other documents requisite to be filed
with respect thereto, with all exhibits and other documents in connection
therewith, granting unto said attorneys, and each of them or their substitutes
or substitute, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, in order to
effectuate the same as fully to all intents and purposes as he or she might or
could do.
IN WITNESS WHEREOF, the undersigned has set his or her hand this 14th day of
April, 2000.
/s/ ALISON P. CASARETT
------------------------------------
ALISON P. CASARETT
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer
of Energy East Corporation, a New York corporation, hereby constitutes and
appoints W.W. von Schack, K.M. Jasinski, Esq., R.D. Kump, D.W. Farley, L. Blum,
Esq. and F. Lee, Esq., and each of them (with full power to each of them to act
alone) his or her true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him or her and on his or her behalf and in
his or her name, place and stead, to sign, execute and file a Registration
Statement with the Securities and Exchange Commission, Washington, D.C. under
the provisions of the Securities Act of 1933, as amended, in connection with the
proposed offering of 1,500,000 shares of the Corporation's Common Stock ($.01
Par Value) through The Southern Connecticut Gas Company Target Plan, and the
interests of the participants in such Plan, any and all amendments to such
Registration Statement, and any and all other documents requisite to be filed
with respect thereto, with all exhibits and other documents in connection
therewith, granting unto said attorneys, and each of them or their substitutes
or substitute, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, in order to
effectuate the same as fully to all intents and purposes as he or she might or
could do.
IN WITNESS WHEREOF, the undersigned has set his or her hand this 14th day of
April, 2000.
/s/ JOSEPH J. CASTIGLIA
------------------------------------
JOSEPH J. CASTIGLIA
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer
of Energy East Corporation, a New York corporation, hereby constitutes and
appoints W.W. von Schack, K.M. Jasinski, Esq., R.D. Kump, D.W. Farley, L. Blum,
Esq. and F. Lee, Esq., and each of them (with full power to each of them to act
alone) his or her true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him or her and on his or her behalf and in
his or her name, place and stead, to sign, execute and file a Registration
Statement with the Securities and Exchange Commission, Washington, D.C. under
the provisions of the Securities Act of 1933, as amended, in connection with the
proposed offering of 1,500,000 shares of the Corporation's Common Stock ($.01
Par Value) through The Southern Connecticut Gas Company Target Plan, and the
interests of the participants in such Plan, any and all amendments to such
Registration Statement, and any and all other documents requisite to be filed
with respect thereto, with all exhibits and other documents in connection
therewith, granting unto said attorneys, and each of them or their substitutes
or substitute, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, in order to
effectuate the same as fully to all intents and purposes as he or she might or
could do.
IN WITNESS WHEREOF, the undersigned has set his or her hand this 14th day of
April, 2000.
/s/ LOIS B. DEFLEUR
------------------------------------
LOIS B. DEFLEUR
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer
of Energy East Corporation, a New York corporation, hereby constitutes and
appoints W.W. von Schack, K.M. Jasinski, Esq., R.D. Kump, D.W. Farley, L. Blum,
Esq. and F. Lee, Esq., and each of them (with full power to each of them to act
alone) his or her true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him or her and on his or her behalf and in
his or her name, place and stead, to sign, execute and file a Registration
Statement with the Securities and Exchange Commission, Washington, D.C. under
the provisions of the Securities Act of 1933, as amended, in connection with the
proposed offering of 1,500,000 shares of the Corporation's Common Stock ($.01
Par Value) through The Southern Connecticut Gas Company Target Plan, and the
interests of the participants in such Plan, any and all amendments to such
Registration Statement, and any and all other documents requisite to be filed
with respect thereto, with all exhibits and other documents in connection
therewith, granting unto said attorneys, and each of them or their substitutes
or substitute, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, in order to
effectuate the same as fully to all intents and purposes as he or she might or
could do.
IN WITNESS WHEREOF, the undersigned has set his or her hand this 14th day of
April, 2000.
/s/ PAUL L. GIOIA
------------------------------------
PAUL L. GIOIA
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer
of Energy East Corporation, a New York corporation, hereby constitutes and
appoints W.W. von Schack, K.M. Jasinski, Esq., R.D. Kump, D.W. Farley, L. Blum,
Esq. and F. Lee, Esq., and each of them (with full power to each of them to act
alone) his or her true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him or her and on his or her behalf and in
his or her name, place and stead, to sign, execute and file a Registration
Statement with the Securities and Exchange Commission, Washington, D.C. under
the provisions of the Securities Act of 1933, as amended, in connection with the
proposed offering of 1,500,000 shares of the Corporation's Common Stock ($.01
Par Value) through The Southern Connecticut Gas Company Target Plan, and the
interests of the participants in such Plan, any and all amendments to such
Registration Statement, and any and all other documents requisite to be filed
with respect thereto, with all exhibits and other documents in connection
therewith, granting unto said attorneys, and each of them or their substitutes
or substitute, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, in order to
effectuate the same as fully to all intents and purposes as he or she might or
could do.
IN WITNESS WHEREOF, the undersigned has set his or her hand this 14th day of
April, 2000.
/s/ JOHN M. KEELER
------------------------------------
JOHN M. KEELER
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer
of Energy East Corporation, a New York corporation, hereby constitutes and
appoints W.W. von Schack, K.M. Jasinski, Esq., R.D. Kump, D.W. Farley, L. Blum,
Esq. and F. Lee, Esq., and each of them (with full power to each of them to act
alone) his or her true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him or her and on his or her behalf and in
his or her name, place and stead, to sign, execute and file a Registration
Statement with the Securities and Exchange Commission, Washington, D.C. under
the provisions of the Securities Act of 1933, as amended, in connection with the
proposed offering of 1,500,000 shares of the Corporation's Common Stock ($.01
Par Value) through The Southern Connecticut Gas Company Target Plan, and the
interests of the participants in such Plan, any and all amendments to such
Registration Statement, and any and all other documents requisite to be filed
with respect thereto, with all exhibits and other documents in connection
therewith, granting unto said attorneys, and each of them or their substitutes
or substitute, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, in order to
effectuate the same as fully to all intents and purposes as he or she might or
could do.
IN WITNESS WHEREOF, the undersigned has set his or her hand this 14th day of
April, 2000.
/s/ BEN E. LYNCH
------------------------------------
BEN E. LYNCH
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer
of Energy East Corporation, a New York corporation, hereby constitutes and
appoints W.W. von Schack, K.M. Jasinski, Esq., R.D. Kump, D.W. Farley, L. Blum,
Esq. and F. Lee, Esq., and each of them (with full power to each of them to act
alone) his or her true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him or her and on his or her behalf and in
his or her name, place and stead, to sign, execute and file a Registration
Statement with the Securities and Exchange Commission, Washington, D.C. under
the provisions of the Securities Act of 1933, as amended, in connection with the
proposed offering of 1,500,000 shares of the Corporation's Common Stock ($.01
Par Value) through The Southern Connecticut Gas Company Target Plan, and the
interests of the participants in such Plan, any and all amendments to such
Registration Statement, and any and all other documents requisite to be filed
with respect thereto, with all exhibits and other documents in connection
therewith, granting unto said attorneys, and each of them or their substitutes
or substitute, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, in order to
effectuate the same as fully to all intents and purposes as he or she might or
could do.
IN WITNESS WHEREOF, the undersigned has set his or her hand this 14th day of
April, 2000.
/s/ WALTER G. RICH
------------------------------------
WALTER G. RICH
<PAGE>
EXHIBIT 24-2
ENERGY EAST CORPORATION
CERTIFIED RESOLUTION
RESOLVED, that the Corporation hereby constitutes and appoints W.W. von
Schack, K.M. Jasinski, Esq., R.D. Kump, D.W. Farley, L. Blum, Esq. and F. Lee,
Esq., and each of them (with full power to each of them to act alone) its true
and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for it and on its behalf and in its name, place and stead, to
sign, execute and file a Registration Statement with the Securities and Exchange
Commission, Washington, D.C. under the provisions of the Securities Act of 1933,
as amended, in connection with the proposed offering of 1,500,000 shares of the
Corporation's Common Stock ($.01 Par Value) through The Southern Connecticut Gas
Company Target Plan, and the interests of the participants in such Plan, any and
all amendments to such Registration Statement and any and all other documents
requisite to be filed with respect thereto, with all exhibits and other
documents in connection therewith, granting unto said attorneys, and each of
them or their substitutes or substitute, full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises, in order to effectuate the same as fully to all intents and
purposes as the Corporation might or could do.
* * * * *
I, DANIEL W. FARLEY, Secretary of ENERGY EAST CORPORATION, a New York
corporation, do hereby certify that the foregoing is a true and correct copy of
a resolution duly adopted by the Board of Directors of said Corporation at a
meeting thereof duly called, convened and held on April 14, 2000 and that said
resolution is in full force and effect as of the date hereof.
IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the seal
of said Corporation this 14th day of April, 2000.
/s/ DANIEL W. FARLEY
------------------------------------
DANIEL W. FARLEY
<PAGE>
EXHIBIT 24-3
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned, being all of
the members of the Committee appointed by the Board of Directors of The Southern
Connecticut Gas Company pursuant to The Southern Connecticut Gas Company Target
Plan, hereby constitutes and appoints L. Blum, Esq. and F. Lee, Esq., and each
of them (with full power to each of them to act alone) his or her true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him or her and on his or her behalf and in his or her name,
place and stead, in any and all capacities, to sign, execute and file a
Registration Statement with the Securities and Exchange Commission, Washington,
D.C. under the provisions of the Securities Act of 1933, as amended, in
connection with the proposed offering of 1,500,000 shares of Energy East
Corporation's Common Stock ($.01 Par Value) through The Southern Connecticut Gas
Company Target Plan and the interests of the participants in such Plan, any and
all amendments to such Registration Statement, and any and all other documents
requisite to be filed with respect thereto, with all exhibits and other
documents in connection therewith, granting unto said attorneys, and each of
them or their substitutes or substitute, full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises, in order to effectuate the same as fully to all intents and
purposes as he or she might or could do.
IN WITNESS WHEREOF, the undersigned have set his or her hand this 14th day
of April, 2000.
<TABLE>
<S> <C>
/s/ CAROL A. FOREST
-------------------------------------------
Carol A. Forest
/s/ SALVATORE J. IANNACONE
-------------------------------------------
Salvatore J. Iannacone
/s/ JANET L. JANCZEWSKI
-------------------------------------------
Janet L. Janczewski
/s/ RICHARD D. WEINER
-------------------------------------------
Richard D. Weiner
</TABLE>
