<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 1, 2000
REGISTRATION NO. 333-85333
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
POST-EFFECTIVE AMENDMENT NO. 1
ON
FORM S-8
TO
FORM S-4
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.)
P.O. BOX 12904
ALBANY, NY 12212-2904
(Address of Principal Executive Offices) (Zip Code)
</TABLE>
CONNECTICUT NATURAL GAS CORPORATION
EMPLOYEE SAVINGS PLAN
UNION EMPLOYEE SAVINGS PLAN
(Full Title of the Plans)
------------------------
KENNETH M. JASINSKI
EXECUTIVE VICE PRESIDENT,
GENERAL COUNSEL AND 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>
<S> <C> <C> <C> <C>
PROPOSED MAXIMUM PROPOSED MAXIMUM
AMOUNT OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED TO BE REGISTERED PER SHARE PRICE REGISTRATION FEE
Common Stock ($0.01 Par Value).......... 400,000 Shares N/A(**) N/A(**) N/A(**)
</TABLE>
* Filed as a Post-Effective Amendment on Form S-8 to such Registration
Statement pursuant to the procedure described herein. See "Explanatory
Note."
** Fee previously paid.
This Post-Effective Amendment on Form S-8 to such Registration Statement
shall become effective upon filing in accordance with Rule 464 under the
Securities Act of 1933, as amended.
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Post-Effective Amendment on Form S-8 to such Registration Statement also covers
an indeterminate amount of interests to be offered or sold pursuant to the
employee benefit plans described herein.
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<PAGE>
EXPLANATORY NOTE
Energy East Corporation ("Energy East") hereby amends its Registration
Statement on Form S-4 (No. 333-85333), declared effective on August 17, 1999
(the "S-4"), by filing this Post-Effective Amendment No. 1 on Form S-8 relating
to the issuance of up to 400,000 shares of common stock, par value $0.01 per
share, of Energy East ("Energy East Common Stock") pursuant to the Connecticut
Natural Gas Corporation Employee Savings Plan and the Connecticut Natural Gas
Corporation Union Employee Savings Plan (the "Plans"). All such shares of Energy
East Common Stock were originally registered pursuant to the S-4.
On September 1, 2000, CTG Resources, Inc., a Connecticut corporation ("CTG
Resources"), was merged with and into Oak Merger Co., a Connecticut corporation
and a wholly owned subsidiary of Energy East ("Oak Merger Co.") pursuant to the
Agreement and Plan of Merger, dated as of June 29, 1999, by and among CTG
Resources, Energy East and Oak Merger Co. (the "Merger Agreement"). Pursuant to
the Merger Agreement, at the effective time of the Merger (the "Effective
Time"), shares of common stock of CTG Resources, without par value, issued and
outstanding immediately prior to the Effective Time were exchanged for cash and
shares of Energy East Common Stock. After the Effective Time, shares of Energy
East Common Stock will be issued under the Plans in lieu of CTG Resources common
stock.
<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 Section 13(a), 13(b), 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.
1) Our Annual Report on Form 10-K for the year ended December 31, 1999.
2) Our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2000
and June 30, 2000.
3) Our Current Reports on Form 8-K filed January 31, 2000, February 8,
2000, February 18, 2000 and September 1, 2000.
4) Financial Statements and Schedules as of December 31, 1999 and 1998,
together with Report of Independent Public Accountants, for the
respective Plans, filed as part of Amendment No. 1, dated June 26, 2000,
to the Annual Report on Form 10-K of CTG Resources, Inc. for the year
ended September 30, 1999.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of the Energy East shares to be issued pursuant to the Merger
Agreement for shares held by the Plans as of the Effective Date will be passed
upon for Energy East by Huber Lawrence & Abell. As of August 21, 2000, members
of Huber Lawrence & Abell owned 4,647 shares of Energy East common stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Previously filed. (See Item 20 of the S-4).
ITEM 8. EXHIBITS
See Exhibit Index.
The Registrant undertakes to submit, or has submitted, the Plans 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 Plans under Section 401 of the Internal Revenue Code of 1986.
ITEM 9. UNDERTAKINGS
A. UNDERTAKING TO UPDATE ANNUALLY
The Registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being made of
the securities registered hereby, a post-effective amendment to this
Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act;
II-1
<PAGE>
(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 Securities and
Exchange Commission pursuant to Rule 424(b) if, in the aggregate,
the change 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;
(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;
PROVIDED, HOWEVER, that the undertakings set forth in 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 Securities and Exchange Commission
by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange
Act that are incorporated by reference in this Registration Statement;
(2) that, for the purpose of determining any liability under the Securities
Act, 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,
(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.
B. INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY REFERENCE
The Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of Registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(a) of the Exchange Act) 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.
C. INDEMNIFICATION
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions of the Registrant's By-Laws, the BCL or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act 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 and will be governed by the final adjudication of such issue.
II-2
<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 this Post-Effective Amendment on Form S-8 to the
Registration Statement (No. 333-85333) on Form S-4 and has duly caused this
Post-Effective Amendment to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of New York, State of New York, on this
1st day of September, 2000.
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<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
Post-Effective Amendment to the S-4 has been signed by the following persons in
the capacities indicated on September 1, 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
</TABLE>
II-3
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
--------------------------------------------- President and Director
David T. Flanagan
*
--------------------------------------------- Director
Paul L. Gioia
--------------------------------------------- Director
David M. Jagger
*
--------------------------------------------- Director
John M. Keeler
*
--------------------------------------------- Director
Ben E. Lynch
--------------------------------------------- Director
Peter J. Moynihan
*
--------------------------------------------- Director
Walter G. Rich
--------------------------------------------- Director
Michael W. Tomasso
/s/ FRANK LEE
---------------------------------------------
(Frank Lee, as attorney-in-fact for the officers and
directors marked by an asterisk)
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, the Plans have
duly caused this Post-Effective Amendment on Form S-8 to be signed on their
behalf by the undersigned, thereunto duly authorized, in the City of New York,
State of New York, on this September 1, 2000.
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<S> <C> <C> <C>
CONNECTICUT NATURAL GAS CORPORATION CONNECTICUT NATURAL GAS CORPORATION
UNION EMPLOYEE SAVINGS PLAN EMPLOYEE SAVINGS PLAN
/s/ FRANK LEE /s/ FRANK LEE
---------------------------------------- ----------------------------------------
Frank Lee Frank Lee
(ATTORNEY-IN-FACT) (ATTORNEY-IN-FACT)
By: By:
</TABLE>
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<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
--------------------- -----------
<C> <S>
5.1 Opinion of Huber Lawrence & Abell with respect to the
legality of the securities registered hereunder (including
consent).
23.1 Consent of Huber Lawrence & Abell (included in Exhibit 5.1).
23.2 Consent of PricewaterhouseCoopers LLP.
23.3 Consent of Arthur Andersen LLP.
24.1 Powers of Attorney of Directors and Officers (previously
filed as Exhibit 24.1 to the S-4).
24.2 Power of Attorney of Registrant (previously filed as Exhibit
24.2 to the S-4).
24.3 Power of Attorney for the Connecticut Natural Gas
Corporation Employee Savings Plan and the Connecticut
Natural Gas Corporation Union Employee Savings Plan.
</TABLE>
