Registration No. 333-67097
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________________
BERKSHIRE ENERGY RESOURCES
(Exact Name of Registrant as Specified in its Charter)
MASSACHUSETTS 04-3408946
(State of Other Jurisdiction of (I.R.S. Employer Identification
Incorporation or Organization) Number)
115 Cheshire Road
Pittsfield, Massachusetts 01201
413-442-1511
(Address, Including Zip Code, and Telephone Number, Including Area Code
of Registrant's Principal Executive Offices)
____________________
BERKSHIRE ENERGY RESOURCES
SHARE OWNER DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
(Full title of the plan)
SCOTT S. ROBINSON, President
115 Cheshire Road, Pittsfield, Massachusetts 01201
(413) 442-1511
(Name, Address, Including zip code, and Telephone Number, Including Area
Code, of Agent for Service)
____________________
If the only securities being registered on this form are being
offered pursuant to dividend or interest reinvestment plans, please check
the following box. [ x ]
____________________
June 18, 1999
Dear Shareholder:
For the last 19 years, the Company has been pleased to offer its
shareholders a Dividend Reinvestment and Stock Purchase Plan. In 1993, the
Plan was expanded to include a discount on both reinvested dividends and
the purchase of additional shares through optional monthly cash purchases.
This program has proven to be quite popular with shareholders, and we
sincerely appreciate your participation. One of the primary goals of the
program has been to bring in additional capital and strike a balance
between debt and equity. As a result of the success of this program, the
Company's cash requirements have largely been met and our capital structure
is well balanced. To maintain proper capitalization and debt ratios, it is
necessary to make some changes in the program at this time.
First and foremost, the normal reinvestment of dividends, without a
discount, will continue to be available. The Plan's "cash purchase" option
will be suspended effective July 1, 1999 as will the discount on shares
purchased through the reinvestment of dividends. These changes will be in
effect until further notice.
Here are some dates to remember as these changes are implemented:
* June 15, 1999 - Optional Cash Purchase - Funds received for optional
cash purchases on or before this date will purchase shares as of that
date with the discount.
* July 15, 1999 - Optional Cash Purchase - Any funds already forwarded to
our Transfer Agent for investment as an optional cash purchase on July
15, 1999 will be returned to you.
* July 15, 1999 - Dividend Reinvestment at a Discount - Dividends to be
reinvested on this date for shareholders of record June 30, 1999 will be
reinvested at the discount.
* After July 15, 1999 - Dividend Reinvestment - Dividends may continue to
be reinvested without the discount.
Please feel free to direct any questions that you might have about this
matter, or comments, to our Corporate Secretary, Cheryl Clark. She can be
reached at (413) 445-0249.
Thank you for your continuing interest in Berkshire Energy Resources.
Sincerely,
/s/ Michael J. Marrone
-----------------------
Michael J. Marrone
Vice President,
Treasurer and CFO
PROSPECTUS
- ----------
BERKSHIRE ENERGY RESOURCES
SHARE OWNER DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
The Share Owner Dividend Reinvestment and Stock Purchase Plan (the
"Plan") of Berkshire Energy Resources (the "Company") provides holders of
record of common shares of beneficial interest in the Company ("Common
Shares" or "shares") a simple and convenient method of investing in
additional Common Shares by automatically reinvesting cash dividends on all
or a portion of their shares. The Plan was assumed by the Company from The
Berkshire Gas Company ("Berkshire Gas") upon the completion of the
corporate reorganization described in the Company's filing on Form S-4
dated February 24, 1998 (No. 333-46799).
The price for shares purchased through the Plan shall be equal to the
average of the daily high and low sales prices for the Company's Common
Shares (as quoted in the NASDAQ National Market System) for the five
consecutive trading days prior to and including the date of purchase.
Participants may not purchase Common Shares through the Plan
if the price for such shares would be less than their par value.
The Company will not pay any underwriting discounts or commission in
connection with the sale of the Common Shares pursuant to the Plan. The
Company realizes proceeds from such sales equal to the sales price less
customary administrative and legal fees.
This Prospectus relates to authorized Common Shares of the
Company registered under the Plan.
-------------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon
the adequacy or accuracy of this prospectus. Any representation to the
contrary is a criminal offense.
The date of this Prospectus is June 18, 1999.
You should rely only on the information incorporated by reference or
provided in this prospectus or any prospectus supplement. We have not
authorized anyone else to provide you with different information. We are
not making an offer of these securities in any state where the offer is not
permitted. You should not assume that the information in this prospectus or
any prospectus supplement is accurate as of any date other than the date on
the front of those documents.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and
other information with the SEC. Our SEC filings are available to the public
over the Internet at the SEC's web site at http://www.sec.gov. You may also
read and copy any document we file at the SEC's public reference rooms in
Washington, D.C., New York, New York and Chicago, Illinois. Please call the
SEC at 1-800-SEC-0330 for further information on the public reference
rooms.
Additional updating information with respect to the securities and
the Plan may be provided in the future to the Plan participants by means of
appendices to this Prospectus.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to "incorporate by reference" the information we
file with them, which means that we can disclose important information to
you by referring you to those documents. The information incorporated by
reference is an important part of this prospectus, and information that we
file later with the SEC will automatically update and supersede this
information. We incorporate by reference the documents listed below and any
future filings made with the SEC under Sections 13(a), 13(c), 14, or 15(d)
of the Securities Exchange Act of 1934 until we sell all of the securities
or deregister all remaining unsold securities.
A. Berkshire Energy Resources: The following documents, which have
previously been filed by us with the Securities and Exchange Commission
pursuant to the Exchange Act (File No. 000-29812), are incorporated by
reference herein and shall be deemed to be a part hereof:
(i) Our Current Report on Form 8-K filed on January 4, 1999.
(ii) Quarterly Reports on Form 10-Q for the fiscal quarters
ended December 31, 1998 and March 31, 1999.
B. The Berkshire Gas Company: The following documents, which have
previously been filed by the The Berkshire Gas Company (our predecessor)
with the Securities and Exchange Commission pursuant to the Exchange Act
(File No. 0-857-3), are incorporated by reference herein and shall be
deemed to be a part hereof:
(i) Annual Report on Form 10-K for the fiscal year ended June
30, 1998.
(ii) Quarterly Report on Form 10-Q for the fiscal quarter
ended September 30, 1998.
(iii) All other reports filed by The Berkshire Gas Company with
the commission pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by
the Annual Report listed in (B)(i) above.
You may request a copy of these filings at no cost, by writing or
telephoning us at the following address:
Cheryl M. Clark, Secretary
Berkshire Energy Resources,
115 Cheshire Road,
Pittsfield, Massachusetts 01201
Telephone: (413) 442-1511.
THE COMPANY
Berkshire Energy Resources is a Massachusetts business trust formed
in Massachusetts in 1998. Berkshire Energy Resources is a public utility
holding company. Berkshire Energy Resources owns the common stock of
Berkshire Gas, Berkshire Propane, Inc. ("Berkshire Propane") and Berkshire
Energy Marketing, Inc. ("Berkshire Marketing"). Berkshire Gas is engaged
primarily in the distribution, sale and transportation of natural gas for
residential, commercial and industrial use. Berkshire Gas provides natural
gas service in nineteen communities, including the cities of Pittsfield and
North Adams, the towns of Adams, Amherst, Great Barrington, Greenfield and
Williamstown, and twelve similar municipalities. While primarily
residential in character, Berkshire Gas' service territory also includes
industrial, agricultural and educational facilities and resort areas.
Berkshire Gas' utility business is subject to the regulatory jurisdiction
of the Massachusetts Department of Telecommunications and Energy with
respect to rates, adequacy of service, issuance of securities, accounting
and other matters. Berkshire Propane sells and leases gas-burning
equipment and markets liquefied petroleum gas. Berkshire Marketing has
formed a strategic marketing alliance with Conectiv/CNE, LLC to engage in
energy marketing activities.
THE OFFERING
We are offering 200,000 shares of the Company's Common Shares for
purchase through the Plan.
USE OF PROCEEDS
We cannot predict either the number of Common Shares that will
ultimately be sold pursuant to the Plan or the prices at which such shares
will be sold. We intend to use the proceeds from any such sales to finance
the operations of the Company's operating subsidiaries.
DESCRIPTION OF THE PLAN
The following is a description of the Plan presented in a question
and answer format.
Purpose
1. What is the purpose of the Plan?
The purpose of the Plan is to provide holders of record of Common
Shares of the Company a simple and convenient method of investing cash
dividends in additional Common Shares of the Company. Also, because
participants in the Plan will purchase shares directly from us, we will
receive funds needed for our corporate purposes (see "Use of Proceeds"
herein).
Advantages
2. What are the advantages of the Plan?
* Participants in the Plan may automatically reinvest cash
dividends on all or a portion of their shares
* Participants may purchase shares through the Plan without paying
any brokerage commissions, service charges, or other expenses.
* Participants may fully invest funds since fractional shares, as
well as full shares, may be credited to their accounts.
* Dividends in respect of such fractional shares, as well as full
shares, will be credited to participants' accounts.
* Participants avoid the necessity for safekeeping of stock
certificates for shares credited to their accounts.
* Regular statements of account simplify record keeping.
The Common Shares purchased on behalf of participants in the Plan
generally will be purchased at the price determined in the manner explained
in the answer to Question 11 of this Prospectus.
Plan Administration
3. Who administers the Plan for participants?
The Plan is administered by the Share Owner Dividend Reinvestment and
Stock Purchase Plan Committee (the "Committee") appointed by our Board of
Trustees. The Committee shall determine the rights of the participants in
accordance with the Plan and interpret the Plan as it deems necessary or
desirable in connection with its operation. The Committee may adopt such
rules and regulations as it deems appropriate to promote the objectives of
the Plan. All correspondence with regard to the Plan, except communications
otherwise specified herein to be directed to the Agent referred to in
Question 4, should be addressed to Berkshire Energy Resources, Attention:
Secretary of the Share Owner Dividend Reinvestment and Stock Purchase Plan
Committee, 115 Cheshire Road, Pittsfield, Massachusetts 01201.
4. Who is the agent for the Plan participants?
The designated agent under the Plan is State Street Bank and Trust
Company (the "Agent"). The Agent will be responsible for investing
participants' funds and keeping continuous records of participants'
accounts. The Agent will send participants statements of account at least
quarterly and perform other duties for Plan participants as needed. All
authorization forms, notices of withdrawal and other communications with
the Agent should be sent to:
State Street Bank and Trust Company
P.O. Box 8209
Boston, Massachusetts 02101-8209
If State Street Bank and Trust Company ceases to act as Agent under the
Plan, either the Company or the Committee will designate another agent.
Eligibility and Participation
5. Who is eligible to participate?
* All holders of record of ten or more Common Shares of the
Company who are not employed by us;
* All of our employees who own of record one or more Common Shares;
and
* Shareholders of the Company who hold their Common Shares in
"street" name may participate in the Plan through the Depository
Trust Company. (You should contact your broker for this service.)
6. How may an eligible person join the Plan?
A shareholder may join the Plan at any time by signing an
"Authorization Form" and returning it to the Agent. Authorization Forms are
automatically sent to new shareholders or may be obtained upon request from
the Company at the address set forth in Question 3 or from the Agent at the
address set forth in Question 4. A shareholder may also join the Plan by
telephoning the Transfer Agent at 1-800-426-5523.
7. What does the Authorization Form provide?
The Authorization Form directs:
(a) us to pay to the Agent the cash dividends on all or a specified
portion of the Common Shares in a participant's name and on all
shares credited to such participant's Plan account; and
(b) the Agent to use these cash dividends to purchase Common Shares
from us.
The Authorization Form provides for the purchase of shares through
the following investment options:
* Reinvest dividends on all of the shares held by a participant; or
* Reinvest dividends on fewer than all of the shares held by a
participant and continue to receive cash dividends on the other
shares.
A participant may change the investment option at any time by signing
a new Authorization Form and returning it to the Agent, or by telephone as
noted above in Question 6.
Cash dividends on shares credited to the participant's account under
the Plan are automatically reinvested in additional Common Shares.
8. When may a shareholder join the Plan?
A shareholder may enroll in the Plan at any time. The Authorization
Form or telephone request must be received by the Agent by the last day of
the month immediately preceding the month in which the next dividend is
paid in order to reinvest that dividend. If received after that date, the
shareholder's participation in the Plan will become effective on the next
dividend payment date. Dividends historically have been paid on the
fifteenth day of the months of January, April, July and October, but the
Company reserves the right to change its dividend payment dates at any
time, or to suspend dividend payments at any time.
For example, in order to invest a quarterly dividend payable on
October 15, 1999, a shareholder's Authorization Form must be received by
the Agent no later than September 30, 1999. If the Authorization Form is
received after September 30, 1999, the dividend payable on October 15, 1999
will be paid in cash and the shareholder's participation in dividend
reinvestment will commence on the next dividend payment date.
Cost to Participants
9. Are there any costs to the participants under the Plan?
We will pay all of the administration fees incurred in connection
with the Plan. Plan participants will not have to pay any brokerage fees or
transfer taxes when they purchase Common Shares from us through the
Plan. However, participants will bear certain expenses upon their
withdrawal from the Plan or if we terminate the Plan (see Question 17).
Purchases
10. How many Common Shares will the Agent purchase for participants?
The number of shares to be purchased by the Agent for a particular
participant in the Plan will depend upon the amount of dividends to which
the participant is entitled and the purchase price of the Common Shares.
For a given participant, the Agent will purchase that number of shares,
including any fractional share computed to four decimal places, equal to
the total dollar amount to be invested by that participant divided by the
purchase price per share of the Common Shares.
11. What will be the price of the Common Shares purchased under the Plan?
The price for shares purchased through the Plan shall be equal to the
average of the daily high and low sales prices for the Company's Common
Shares (as quoted in the NASDAQ National Market System) for the five
consecutive trading days prior to and including the date of purchase (or,
in the event that the NASDAQ National Market System is closed on the day of
purchase, for the five consecutive trading days immediately preceding the
date of purchase). We will provide written notification to Plan
participants in the event we amend the manner in which we determine the
price of shares to be purchased under the Plan.
Reports to Participants
12. What record will a participant have of his or her purchases?
Each participant (of record) in the Plan will receive from the Agent
a statement of account at least quarterly showing amounts invested,
purchase prices, shares purchased and other information for the preceding
quarter and the year-to-date. These statements are a participant's
continuing record of the cost of such participant's purchases and should be
retained for income tax purposes.
13. What other reports will participants receive?
Plan participants (of record) will receive the same communications
sent to every other holder of the Company's Common Shares, including our
Annual Report to Shareholders, a Notice of Annual Meeting of Shareholders
and Proxy Statement, a proxy, and income tax information forms reporting
dividends paid. Shareholders who hold their shares in street name may
request these reports from us or their broker.
Certificates for Shares
14. Will certificates be issued to participants for shares purchased under
the Plan?
Normally, participants will not receive certificates for Common
Shares purchased under the Plan. The participant's quarterly statement of
account will show the number of shares held in the participant's account
under the Plan. However, within five business days of receipt by the Agent
of a written request from a participant, certificates for any number of
whole shares credited to a participant's account under the Plan will be
issued to the participant. Any remaining full shares and any fractional
share will continue to be held in the participant's account. Certificates
for fractional shares will not be issued under any circumstances. The
issuance of certificates will not terminate the participant's continuation
of the Plan. Any request for the issuance of certificates to a participant
should be mailed to the Agent at the address set forth under Question 4.
Shares credited to the account of a participant in the Plan may not
be acceptable as collateral for loans. A participant who wishes to pledge
such shares should request that certificates for such shares be issued and
delivered to such participant.
15. In whose name will certificates be registered when issued to a
participant?
The certificates will be issued in the name under which the
participant's shares were registered upon enrolling in the Plan.
Withdrawal from the Plan
16. When may a participant withdraw from the Plan?
A participant may withdraw from the Plan at any time. If a notice of
withdrawal is received by the Agent at least ten days prior to the record
date for the next dividend, such dividend and all subsequent dividends will
be paid in cash to the withdrawing participant. If such notice of
withdrawal is received by the Agent subsequent to the date specified, such
dividends will be invested under the Plan for the participant's account.
All subsequent dividends will be paid in cash to the withdrawing
participant. Any shareholder who has withdrawn from the Plan may re-enroll
at any time upon submission of an Authorization Form or telephone request
to the Transfer Agent, as provided under Question 6. Until such time,
dividends will be paid to such shareholder in cash.
17. How does a participant withdraw from the Plan?
In order to withdraw from the Plan, a participant must write to the
Agent at the address set forth under Question 4, notifying the Agent that
such participant is withdrawing from the Plan. The notice must also state
the participant's account number. To facilitate the withdrawal, the
participant may forward the bottom portion of such participant's most
recent quarterly account statement.
When a participant withdraws from the Plan, or upon termination of
the Plan by the Company, the Agent will cause a certificate or certificates
for the full shares credited to the participant's account to be issued and
delivered to the participant. The participant's interest in any fractional
share will be converted to cash using a share price equal to the average of
the daily high and low sales prices for the Company's Common Shares for the
five consecutive trading days ending on and including such date of
withdrawal. Upon withdrawal from the Plan, the participant may also request
in writing that some or all of the shares, both whole and fractional, held
in such participant's Plan account be sold. If the participant so requests,
the Agent will sell such shares and deliver to the participant the
proceeds, less a handling charge of 5% of the proceeds received from such
sale or $5.00 (whichever is less), and any broker's commissions and
transfer taxes payable.
Shares will be sold for the participant only upon the receipt by the
Agent of clear written instructions to sell at the prevailing market price
and the proper documents to effect the sale. Such documents include a stock
power, signed by the registered owner exactly as such owner's name appears
on the Agent's records, with signature guaranteed according to the Uniform
Commercial Code by a commercial bank that is a member of the Federal
Deposit Insurance Corporation or by a member firm of the New York,
American, Boston, Midwest or Pacific Stock Exchange (Medallion Guarantee).
If the shares are held of record in the name of a corporation, partnership,
trust or other fiduciary or if a record owner has died, the Agent may
require certified and current evidence of authority before accepting a
request to sell shares credited to a participant.
Voting Rights
18. How are participant's shares voted?
All shares owned by the participant, whether held by the shareholder
directly or by the Agent under the Plan for such shareholder's account,
will be aggregated for voting purposes. Each participant in the Plan will
receive a proxy indicating the total number of Common Shares held by the
participant, including shares registered in such participant's name and
shares credited to such participant's account under the Plan.
Instruction forms for voting purposes will be forwarded to the
participant. Alternatively, a participant may vote the shares registered in
such participant's name and shares credited to such participant's Plan
account in person at meetings of the Company's shareholders.
Income Tax Information
19. What are the federal income tax consequences of participation in the
Plan?
a. General:
In general, participants in the Plan have the same federal income tax
obligations with respect to reinvested dividends as with dividends not
reinvested under the Plan. We understand that Participants are treated for
federal income tax purposes as having received, on the dividend payment
date, a dividend equal to the full amount of the cash dividend payable on
such date with respect to (1) Common Shares held in the participant's
account under the Plan, and (2) Common Shares owned directly by the
participant (the dividends from which may or may not be reinvested under
the Plan). This is required even though the reinvested dividends are not
actually received but are applied to the purchase of additional shares.
The tax basis of shares purchased through the Plan is the purchase
price per share of the stock on the investment date. (See Question 11.) The
holding period for shares purchased with dividends begins on the day after
the applicable date of investment.
A participant will not realize any taxable income upon receiving
certificates for whole shares, either upon request for certificates for
those shares or upon withdrawal from or termination of the Plan. However, a
participant may realize ordinary income or a capital gain or loss on any
cash payment that is made in settlement of a fractional share upon
withdrawal from or termination of the Plan. Ordinary income or capital gain
or loss may also be realized upon withdrawal from the Plan, when any or all
whole shares are sold by the participant. The amount of income, capital
gain or loss will be the difference between the amount received and the tax
basis for both the fractional and whole shares which are sold.
b. Tax Information Forms:
Following each tax year, the Company sends each participant a United
States Information Return (Form 1099 Div. B) reporting the taxable
dividends received by the participant for that tax year. This form contains
the information necessary for each participant to complete the dividend
income information on such participant's federal income tax return.
Generally, the amount in the box labeled "Total Dividends For The Calendar
Year" should be included on a participant's federal income tax return as
taxable income.
Tax consequences will vary depending on the special circumstances of
each participant (and for shares purchased between 1982 and 1985, where
taxes on reinvested dividends may have been deferred under then effective
law). For additional information and any questions regarding tax
consequences of participation in the Plan, participants should consult
their own tax advisors.
20. What provision is made for foreign shareholders whose dividends are
subject to United States' income tax withholdings?
In the case of those foreign shareholders whose dividends are subject
to United States' income tax withholding, the Agent will first deduct the
amount of such taxes and then apply the remaining amount of the
participant's dividend to the purchase of Common Shares. If such foreign
participants desire to invest the full amount of their dividends, they may
tender cash payments to the Agent equal to the amount of tax withheld. Such
payments will be invested for the foreign shareholders for this express
purpose. Such payments will be invested for the foreign participants on the
regular dividend investment date for all participants if received by the
Agent prior to that date.
Miscellaneous
21. What are the responsibilities of the Agent and the Company under the
Plan?
Neither we nor the Agent will be liable for any act done in good
faith or for any good faith omission to act in administering the Plan
including, without limitation, any claim of liability arising out of
failure to terminate a participant's account upon such participant's death
prior to receipt of notice in writing of such death.
Participants should recognize that neither we nor the Agent can
assure them of a profit or protect them against a loss on the shares
purchased by participants under the Plan, nor guarantee the existence,
frequency or amount of any future dividends on the shares declared or paid
by us.
22. May the Plan be changed or discontinued?
Although we hope that shareholder response will justify continuing
the Plan indefinitely, we reserve the right to modify, suspend or terminate
the plan at any time. Notice of any such action will be mailed to all
participants at their address of record.
If we terminate the Plan:
* we will issue certificates for whole shares credited to a
participant's account under the Plan; and
* we will pay the participant, in cash, the value of any fractional
share credited to the participant's account, in lieu of issuing a
certificate for that fractional share.
23. What happens if a participant sells or transfers all the shares
registered to the participant?
If a participant sells or transfers all of the shares registered in
the participant's name:
* participation in the Plan will terminate automatically;
* certificates for whole shares credited to the former
participant's account under the Plan will be issued to the former
participant; and
* a cash payment will be made to the former participant for any
fractional share, in each case, as of the date of such transfer
or sale, in lieu of issuing a certificate to the former
participant for that fractional share.
DIVIDENDS ON COMMON SHARES
The following table sets forth the cash dividends declared and paid
on the Company's Common Shares for the periods shown:
<TABLE>
<CAPTION>
Dividend
Quarter Ended Per Share
------------- ---------
<S> <C>
September 30, 1996 $.28*
December 31, 1996 $.28*
March 31, 1997 $.28*
June 30, 1997 $.285*
September 30, 1997 $.285*
December 31, 1997 $.285*
March 31, 1998 $.285*
June 30, 1998 $.29*
September 30, 1998 $.29*
December 31, 1998 $.29*
March 31, 1999 $.29
<F*> - Reflects dividends that were paid on Common Stock of Berkshire Gas
prior to the reorganization of the Company and implementation of the
current holding company structure.
</TABLE>
We intend to declare and pay dividends quarterly on our Common
Shares, but we can make no representations concerning the amount or
frequency of future dividends. The Board of Trustees determines, from time
to time, whether to declare dividends in the light of the earnings,
financial condition and capital requirements of its subsidiaries. Reference
is made to "Description of Common Shares" herein for information with
respect to limitations on the payment of dividends.
COMMON SHARES PRICE RANGE
Our Common Shares is traded on the NASDAQ National Market System. The
table below sets forth the high and low average of the bid and asked prices
for our Common Shares, as reported by the National Quotation Bureau,
Incorporated, for the periods indicated. We have indicated with an
asterisk ("*") those quarters for which the information relates to shares
of Common Stock of Berkshire Gas prior to the reorganization of the Company
and implementation of the current holding company structure.
<TABLE>
<CAPTION>
Quarter Ended High Low
------------- ---- ---
<S> <C> <C>
September 30, 1996 * $16.75 $14.88
December 31, 1996 * $18.00 $15.25
March 31, 1997 * $17.50 $15.25
June 30, 1997 * $16.00 $15.00
September 30, 1997 * $17.38 $15.25
December 31, 1997 * $23.50 $16.25
March 31, 1998 * $25.63 $21.50
June 30, 1998 * $24.75 $21.63
September 30, 1998 * $25.00 $19.50
December 31, 1998 * $24.25 $20.00
March 31, 1999 $23.13 $18.50
</TABLE>
These quotations represent prices between dealers and do not include
retail markup, markdown or commission. They do not necessarily represent
actual transactions. On June 11, 1999, the daily high sales price was
$20.63 and the daily low sales price was $20.25.
DESCRIPTION OF COMMON SHARES
As of June 11, 1999, the capital stock of the Company consisted of
10,000,000 Common Shares, without par value, of which 2,495,146 were issued
and outstanding, and 1,000,000 preferred shares, each with a par value of
one hundred dollars ($100.00), none of which were issued and outstanding.
The information set forth below is summarized from the Declaration of
Trust of the Company that has been previously filed with the Securities and
Exchange Commission and is incorporated herein by reference. The statements
and descriptions contained in this Prospectus may not be complete and are
qualified in their entirety by reference to such exhibit.
Dividend Rights
The holders of Common Shares shall be entitled to receive such
dividends as may be declared by the Board of Trustees subject to the
preferential rights of the holders of Preferred Stock that may hereafter be
issued by the Company.
Voting Rights
Except as provided by law or otherwise provided below, the holders of
Common Shares have the sole voting rights and are entitled to one vote for
each share held of record. In addition, holders of fractional shares are
permitted a vote equal to their fractional interest. The Company's Board of
Trustees is classified into three classes. There are no cumulative voting
rights, which means that a majority of the Common Shares voting at any
election can elect the trustees for the class whose term is then expiring.
The Company's Declaration of Trust contains provisions specifying the
vote necessary to take certain actions. The approval of a business
combination not approved by a two-thirds vote of the Board of Trustees
requires a 75% vote of the Common shareholders. The approval of an
amendment removing or altering that provision or provisions concerning the
classification of trustees, filling vacancies on the Board of Trustees and
notice requirements for shareholder meetings also require a 75% vote of the
Common shareholders, unless approved by a two-thirds vote of the Board of
Trustees.
Declaration of Trust Provisions That May Affect Attempts To Change
Control Of The Company
The Company's Declaration of Trust contains provisions that may have
the effect of delaying or deterring a change in control of the Company by
requiring a vote of 75% of the Company's outstanding Common shares for
approval of certain business combinations of the Company and another
entity, which the Company's Board of Trustees has not approved by a two-
thirds majority. Other provisions concerning classification of the Board,
filling vacancies on the Board and notice requirements also may have such
an effect, but those provisions operate regardless of whether extraordinary
corporate transactions are proposed.
Miscellaneous
The Common Shares have no conversion rights and are not subject to
redemption. The outstanding Common Shares are, and the shares to be
issued under the Plan will be, when issued and paid for, fully paid and
non-assessable.
We distribute to our shareholders annual reports containing audited
financial statements, and, in addition, twelve-month condensed financial
statements in each quarter.
The transfer agent of the Company's Common Shares is State Street
Bank and Trust Company, Boston, Massachusetts.
LEGAL OPINIONS
Legal matters in connection with this offering will be passed upon
for the Company by Rich, May, Bilodeau & Flaherty, P.C., Old South
Building, 294 Washington Street, Boston, Massachusetts 02108, counsel for
the Company. The Chairman of the Board of Trustees of the Company, Franklin
M. Hundley, is of counsel to, and a former managing director of the firm of
Rich, May, Bilodeau & Flaherty, P.C.
EXPERTS
The financial statements and the related financial statement
schedules incorporated in this Prospectus by reference from The Berkshire
Gas Company's Annual Report on Form 10-K for the year ended June 30, 1998
have been audited by Deloitte & Touche LLP, independent auditors, as stated
in their reports which are incorporated herein by reference, and have been so
incorporated in reliance upon the reports of such firm given upon their
authority as experts in accounting and auditing.
INDEMNIFICATION
The Company's Declaration of Trust permits the Company's trustees and
officers (and persons who serve at the request of the Company as directors,
officers, or trustees of another organization in which the Company has any
direct or indirect interest as a shareholder, creditor or otherwise) to be
indemnified for liabilities arising in connection with any action, suit or
proceeding prosecuted to a final determination on the merits (except for
any costs or expenses as to which such person shall be finally adjudged to
be liable), and any action, suit or proceeding which is settled with the
approval of the court having jurisdiction thereof, but only in such amount
(which shall not include any sum ordered to be paid by such indemnified
person to the Company) as such court shall determine to be fair and
reasonable under the circumstances. Indemnification payments properly
authorized may include reimbursement for the amount of the claim or
judgment and expenses of defense, including legal fees. Massachusetts law
allows such indemnification, but limits provision of indemnification where
a person is adjudicated not to have acted in good faith in the reasonable
belief that such action was in the best interest of the Company.
Indemnification is also available to officers and trustees (and persons who
serve at the request of the Company as directors, officers, or trustees of
another organization in which the Company has any direct or indirect
interest as a shareholder, creditor or otherwise) in connection with
certain actions taken by them in reliance upon governmental regulations,
rules, orders and determinations. Certain liabilities arising under the
Securities Act of 1933 may be covered by this indemnification provision,
although the Declaration of Trust provides that indemnification of
liabilities arising under such Act shall be available only to the extent
that such rights of indemnification may be determined to be valid by a
court of competent jurisdiction. Massachusetts law also allows a business
trust to purchase and maintain insurance on behalf of such persons against
any liabilities incurred in the capacity of trustee or officer and the
Company has such insurance.
The Company's Declaration of Trust provides that, to the fullest
extent that the General Laws of the Commonwealth of Massachusetts, or as
they may thereafter be amended, permit the limitation or elimination of the
liability of trustees of a Massachusetts business trust, no trustee of the
Company shall be personally liable to the Company or its shareholders for
monetary damages for breach of fiduciary duty, notwithstanding any
provision of law imposing such liability. No amendment to or repeal of this
provision shall apply to or have any effect on the liability or alleged
liability of any trustee of the Company with respect to any acts or
omissions of such trustee occurring prior to such amendment or repeal.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to trustees, officers or persons
controlling the Company pursuant to the foregoing provisions, we have been
informed that in the opinion of the Securities and Exchange Commission,
such indemnification is against public policy as expressed in the
Securities Act of 1933 and is therefore unenforceable.
===========================================================================
Berkshire Energy Resources
SHARE OWNER
DIVIDEND REINVESTMENT
and
STOCK PURCHASE PLAN
Common Shares
June 18, 1999
PROSPECTUS
===========================================================================
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this Post-Effective Amendment No. 2 to the Form
S-3 registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Pittsfield, Massachusetts, on the
18th day of June, 1999.
BERKSHIRE ENERGY RESOURCES
BY: /s/ Michael J. Marrone
--------------------------------
Michael J. Marrone, Vice
President, Treasurer and Chief
Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Scott S. Robinson and Michael J.
Marrone, and each of them, his true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to the registration
statement on Form S-3 of Berkshire Energy Resources's Share Owner Dividend
Reinvestment and Stock Purchase Plan (No. 333-67097), and to file the same,
with all exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorney-in-fact
and agents, and each of them, full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and
about said matters, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his substitutes or
substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirement of the Securities Act of 1933, this Post-
Effective Amendment No. 2 to the Form S-3 Registration Statement has been
signed below by the following persons in the capacities stated below on the
18th day of June, 1999.
(i) Principal Executive Officer:
_____________*_____________, President and
Scott S. Robinson Chief Executive Officer
(ii) Principal Financial Officer and
Principal Accounting Officer:
/s/ Michael J. Marrone , Vice President, Treasurer
Michael J. Marrone and Chief Financial Officer
(iii) Trustees:
_____________*_____________
George R. Baldwin
_____________*_____________
John W. Bond
_____________*_____________
Paul L. Gioia
_____________*_____________
James R. Keys
_____________*_____________
Scott S. Robinson
_____________*_____________
Robert B. Trask
*By: /s/ Michael J. Marrone
Michael J. Marrone
Attorney-in-Fact
EXHIBIT INDEX
-------------
<TABLE>
<CAPTION>
Sequential
Exhibits* Description of Exhibit Page Number
- --------- ---------------------- -----------
<S> <S> <C>
Exhibit 15. Letter regarding unaudited interim financial information.
15 Deloitte & Touche LLP, independent certified public
accountants, Awareness Letter.
Exhibit 23. Consent of Expert.
23 Consent of Deloitte & Touche LLP, independent certified public
accountants.
Exhibit 24. Power of Attorney.
24 Power of Attorney (set forth on Page II-1 of this Post-
Effective Amendment No. 2 to the Form S-3 Registration
Statement).
<F*> Exhibit numbers designated in Regulation S-K
</TABLE>
EXHIBIT 15
June 18, 1999
Berkshire Energy Resources
115 Cheshire Road
Pittsfield, Massachusetts 01201
We have made a review, in accordance with standards established by the
American Institute of Certified Public Accountants, of the unaudited
interim financial information of Berkshire Energy Resources (as successor
to The Berkshire Gas Company) for the periods ended September 30, 1998 and
1997, December 31, 1998 and 1997, and March 31, 1999 and 1998, as indicated
in our reports dated November 5, 1998, February 8, 1999, and May 10, 1999;
because we did not perform an audit, we expressed no opinion on that
information.
We are aware that our reports referred to above, which are included in your
Quarterly Reports on Form 10-Q for the quarters ended September 30, 1998,
December 31, 1998 and March 31, 1999 are incorporated by reference in Post-
Effective Amendment No. 2 to Registration Statement No. 333-67097 for the
Share Owner Dividend Reinvestment and Stock Purchase Plan of Berkshire
Energy Resources on Form S-3.
We also are aware that the aforementioned reports, pursuant to Rule 436(c)
under the Securities Act of 1933, are not considered a part of the
Registration Statement prepared or certified by an accountant or a report
prepared or certified by an accountant within the meaning of Sections 7 and
11 of that Act.
/s/ Deloitte & Touche LLP
Deloitte & Touche LLP
Hartford, Connecticut
EXHIBIT 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Post-Effective
Amendment No. 2 to Registration Statement No. 333-67097 for the Share Owner
Dividend Reinvestment and Stock Purchase Plan of Berkshire Energy Resources
(as successor to The Berkshire Gas Company)on Form S-3 of our reports dated
August 12, 1998, appearing in the Annual Report on Form 10-K of The
Berkshire Gas Company for the year ended June 30, 1998, and The Berkshire
Gas Company's Annual Report to Shareholders for the year ended June 30,
1998, and to the reference to us under the heading "Experts" in the
Prospectus, which is part of this Post-Effective Amendment.
/s/ Deloitte & Touche LLP
Deloitte & Touche LLP
Hartford, Connecticut
June 18, 1999
