<PAGE>
REGISTRATION NO. 333-83437
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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
(State or Other Jurisdiction of Incorporation or 14-1798693
Organization) (I.R.S. Employer Identification No.)
P.O. BOX 1196
STAMFORD, CT 06904-1196
(Address of Principal Executive Offices) (Zip Code)
</TABLE>
THE SOUTHERN CONNECTICUT GAS COMPANY TARGET PLAN
(Full Title of the Plan)
------------------------
DANIEL W. FARLEY
SECRETARY
ENERGY EAST CORPORATION
P.O. BOX 1196
STAMFORD, CT 06904-1196
(Name and Address of Agent for Service)
(203) 325-0690
(Telephone Number, Including Area Code, of Agent for Service)
------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE PER AGGREGATE REGISTRATION
REGISTERED REGISTERED SHARE OFFERING PRICE FEE
<S> <C> <C> <C> <C>
Common Stock ($0.01 Par Value).......... 113,625 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 plan described herein.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
EXPLANATORY NOTE
Energy East Corporation ("Energy East") hereby amends its Registration
Statement on Form S-4 (No. 333-83437), declared effective on July 23, 1999 (the
"S-4"), by filing this Post-Effective Amendment No. 1 on Form S-8 relating to
the issuance of up to 113,625 shares of common stock, par value $0.01 per share,
of Energy East ("Energy East Common Stock") issuable to the Connecticut Energy
Stock Fund in connection with The Southern Connecticut Gas Company Target Plan
(the "Plan"). All such shares of Energy East Common Stock were originally
registered pursuant to the S-4.
On February 8, 2000, Connecticut Energy Corporation, a Connecticut
corporation ("Connecticut Energy"), was merged (the "Merger") with and into
Merger Co., a Connecticut corporation and wholly owned subsidiary of Energy East
("Merger Co.") pursuant to the Agreement and Plan of Merger, dated as of
April 23, 1999, as amended, by and among Connecticut Energy, Energy East and
Merger Co. (the "Merger Agreement"). Pursuant to the Merger Agreement, at the
effective time of the Merger (the "Effective Time"), 50% of the shares of common
stock of Connecticut Energy, par value $1.00 per share ("Connecticut Energy
Common Stock"), issued and outstanding immediately prior to the Effective Time
was exchanged for cash, and 50% of the shares of Connecticut Energy Common Stock
was exchanged for shares of Energy East Common Stock. After the Effective Time,
shares of Energy East Common Stock will be issued under the Plan in lieu of
Connecticut Energy Common Stock.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents previously filed by Energy East with the Securities
and Exchange Commission (the "Commission") pursuant to the Securities Exchange
Act of 1934, as amended (the "Exchange Act") are incorporated herein by
reference:
(a) Energy East's Annual Report on Form 10-K for the year ended
December 31, 1998;
(b) Energy East's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1999, June 30, 1999, and September 30, 1999;
Energy East's Current Reports on Form 8-K filed April 23, 1999, June 14,
1999, June 29, 1999, January 31, 2000, and February 8, 2000;
(c) Energy East's Registration Statement on Form S-8 dated December 17, 1998
(for a description of Energy East capital stock); and
(d) Annual Report on Form 11-K for the year ended December 31, 1998 for the
Plan.
All documents and reports subsequently filed by Energy East and the Plan
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the
filing of a post-effective amendment to this Registration Statement which
indicates that all securities offered hereby have been sold or which deregisters
all such securities then remaining unsold shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of the Energy East shares to be issued under the Plan will be
passed upon for Energy East by Huber Lawrence & Abell. As of February 8, 2000,
members of Huber Lawrence & Abell owned 4,470 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 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 the 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 the registration statement (or the most recent
post-effective amendment thereof) which,
II-1
<PAGE>
individually or in the aggregate, represent a fundamental change in
the information set forth in the 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 20 percent
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 the registration statement
or any material change to such information in the registration
statement;
PROVIDED, HOWEVER, that paragraphs (i) and (ii) do not apply if the 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 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the 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.
(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 undersigned 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 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the 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
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, 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 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. 333-83437) 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
17th day of February, 2000.
<TABLE>
<S> <C> <C>
ENERGY EAST CORPORATION
BY: /S/ LEONARD BLUM
-----------------------------------------
Leonard Blum
ATTORNEY-IN-FACT
</TABLE>
Pursuant to the requirements of the Securities Act, this Post-Effective
Amendment to the S-4 has been signed below by the following persons in the
capacities indicated on February 17, 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>
* Director
- --------------------------------------------
Paul L. Gioia
* Director
- --------------------------------------------
John M. Keeler
* Director
- --------------------------------------------
Ben E. Lynch
* Director
- --------------------------------------------
Walter G. Rich
/s/ LEONARD BLUM As attorney-in-fact for the officers and
- -------------------------------------------- directors marked by an asterisk
Leonard Blum
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, the Plan has
duly caused this Post-Effective Amendment on Form S-8 to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of New York, State of
New York, on this February 17, 2000.
<TABLE>
<S> <C> <C>
THE SOUTHERN CONNECTICUT GAS COMPANY TARGET
PLAN
BY: /S/ LEONARD BLUM
-----------------------------------------
Leonard Blum
(Leonard Blum, ATTORNEY-IN-FACT)
</TABLE>
II-4
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- --------------------- -----------
<C> <S>
4.1 Restated Certificate of Incorporation of the Registrant
filed in the office of the Secretary of State of the State
of New York on April 23, 1998 (incorporated by reference to
Exhibit No. 4-1 of Post-Effective Amendment No. 1 to
Registration No. 033-54155).
4.2 Certificate of Amendment of the Certificate of Incorporation
of the Registrant filed in the office of the Secretary of
State of the State of New York on April 26, 1999
(incorporated by reference to Exhibit No. 3-3 of the
Registrant's 10-Q for the quarter ended March 31, 1999, File
No. 1-14766).
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.
24.1 Power 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 Southern Connecticut Gas Company
Target Plan.
</TABLE>
II-5
<PAGE>
Exhibit 5.1
[Huber Lawrence & Abell Letterhead]
February 17, 2000
Energy East Corporation
One Canterbury Green, Fourth Floor
Stamford, CT 06901
Re: Post-Effective Amendment No. 1 on Form S-8
to Registration Statement on Form S-4
Ladies and Gentlemen:
We have acted as counsel for Energy East Corporation (the "Company") in
connection with Post-Effective Amendment No. 1 on Form S-8 (the "Post-Effective
Amendment") to the Registration Statement on Form S-4 (the "Registration
Statement"). The Post-Effective Amendment being filed with the Securities and
Exchange Commission relates to the proposed issuance of up to 113,625 shares of
the Company's common stock, with a par value of one cent ($.01) per share (the
"Common Stock") issuable to the Connecticut Energy Stock Fund in connection with
The Southern Connecticut Gas Company Target Plan (the "Plan"). All such shares
of Company Common Stock were originally registered under the Registration
Statement in connection with the merger of Connecticut Energy Corporation, a
Connecticut corporation, into the Company's wholly-owned subsidiary, Merger Co.,
a Connecticut corporation (the "Merger") pursuant to the Agreement and Plan of
Merger by and among Connecticut Energy Corporation, the Company and Merger Co.
dated as of April 23, 1999, as amended (the "Merger Agreement"), filed as
Appendix A to the Proxy Statement/Prospectus which forms a part of the
Registration Statement. All capitalized terms not otherwise defined herein have
the same meaning as defined in the Registration Statement.
As counsel to the Company, we are generally familiar with its corporate
proceedings and have examined the Post-Effective Amendment, the Registration
Statement and the Merger Agreement and such other documents as we have deemed
relevant and necessary as a basis for the opinion hereinafter set forth. In
addition, we have made such other and further investigations as we have deemed
relevant and necessary as a basis for the opinion hereinafter set forth.
In such examination, we have assumed the genuineness of all signatures, the
legal capacity of natural persons, the authenticity of all documents submitted
to us as originals, the conformity to original documents of all documents
submitted to us as certified or photostatic copies, and the authenticity of the
originals of such latter documents.
Based on the foregoing and upon such further examination of corporate
records and documents and matters of law as we have considered necessary or
desirable for the purposes of this opinion, it is our opinion that the Common
Stock, when issued in accordance with the terms of the Plan, will be validly
issued, fully paid and non-assessable shares of Common Stock of the Company.
The opinion expressed herein is limited to the laws of the State of New York
and to applicable United States federal law and we express no opinion as to the
laws of any other jurisdiction.
We hereby consent to the making of the statement with reference to our firm
under the heading "Legal Matters" in the Registration Statement and to the
filing of this opinion as Exhibit 5.1 to the Post-Effective Amendment.
Very truly yours,
Huber Lawrence & Abell
<PAGE>
EXHIBIT 23-2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in Post-Effective Amendment
No. 1 to a registration statement of Energy East Corporation on Form S-4
(Registration No. 333-83437) relating to the acquisition of Connecticut Energy
Corporation by Energy East Corporation, of our report dated January 29, 1999, on
our audits of the consolidated financial statements and financial statement
schedule of Energy East Corporation and Subsidiaries as of December 31, 1998 and
1997, and for each of the three years in the period ended December 31, 1998,
which report is included in the Annual Report on Form 10-K for 1998 of Energy
East Corporation and our report dated June 21, 1999, on our audits of the
financial statements and schedules of The Southern Connecticut Gas Company
Target Plan for the year ended December 31, 1998, which report is included in
the Annual Report on Form 11-K for such Plan.
/s/ PRICEWATERHOUSECOOPERS LLP
New York, New York
February 17, 2000
<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 ("Plan"), hereby constitutes and appoints L. Blum, Esq. 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 with the
Securities and Exchange Commission, Washington, D.C. under the provisions of the
Securities Act of 1933, as amended, on behalf of the Plan, Post-Effective
Amendment No. 1 on Form S-8 to Registration Statement No. 333-83437 of Energy
East Corporation, 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 attorney 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 17(th) day
of February, 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>
