AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 2, 1998
Registration No. 333-25691
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
CONNECTICUT ENERGY CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
CONNECTICUT 06-0869582
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION
INCORPORATION OR ORGANIZATION) NUMBER)
855 MAIN STREET
BRIDGEPORT, CONNECTICUT 06604
800-760-7776
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
---------------
CAROL A. FOREST
VICE PRESIDENT, FINANCE, CHIEF FINANCIAL OFFICER
AND TREASURER
CONNECTICUT ENERGY CORPORATION
855 MAIN STREET
BRIDGEPORT, CONNECTICUT 06604
800-760-7776
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
---------------
COPIES TO:
SAMUEL W. BOWLBY, ESQUIRE MICHAEL F. CUSICK, ESQUIRE
VICE PRESIDENT, GENERAL COUNSEL AND WINTHROP, STIMSON, PUTNAM & ROBERTS
SECRETARY ONE BATTERY PARK PLAZA
CONNECTICUT ENERGY CORPORATION NEW YORK, NEW YORK 10004-1490
855 MAIN STREET (212) 853-1000
BRIDGEPORT, CONNECTICUT 06604
(800) 760-7776
---------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon
as practicable after this Registration Statement becomes effective.
If the only securities being registered on this form are being pursuant
to dividend or interest reinvestment plans, please check the following box.
[_]
If any of the securities being registered on this form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [_]
CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
PROPOSED
MAXIMUM PROPOSED
AGGREGATE MAXIMUM AMOUNT OF
TITLE OF SHARES AMOUNT TO BE PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED PER UNIT OFFERING PRICE FEE*
- ------------------------------------------------------------------------------
Common Stock, par
value $1.00 per
share**........... 1,750,000 shares $21.625 $37,843,750 $11,468
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
* Previously paid.
** Includes Rights to Purchase Common Stock ("Rights"). The Rights are
associated with and trade with the Common Stock. The value, if any,
attributable to the Rights is reflected in the market price of the
Common Stock.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
PROSPECTUS SUPPLEMENT NO. 3 DATED SEPTEMBER 1, 1998
(TO PROSPECTUS DATED SEPTEMBER 26, 1997)
CONNECTICUT ENERGY CORPORATION
THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES THAT HAVE
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.
_____________________________________________________________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR BY ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE
ACCOMPANYING PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
_____________________________________________________________________________
I. AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission") a registration statement on Form S-3 (hereinafter, together with
all amendments and exhibits, referred to as the "Registration Statement")
under the Securities Act of 1933, as amended (the "1933 Act"), of which this
Prospectus is a part, with respect to the Common Stock offered hereby.
Reference is made to such Registration Statement for further information with
respect to the Company and the Common Stock offered hereby. In addition,
certain information contained in this Prospectus summarizes, is based upon, or
refers to, information and financial statements contained in one or more
documents incorporated by reference in the Registration Statement.
Accordingly, the information contained herein is qualified in its entirety by
reference to the Registration Statement and such documents and should be read
in conjunction therewith. Copies of the Registration Statement may be
inspected without charge at offices of the Commission, and copies of all or
any portion thereof may be obtained from the Commission upon payment of the
prescribed fee.
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "1934 Act"), and, in
accordance therewith, files reports, proxy statements and other information
with the Commission. Such reports, proxy statements and other information may
be inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, and at the
Commission's New York Regional Office, 7 World Trade Center, Suite 1300, New
York, New York 10048 and Chicago Regional Office, Northwestern Atrium Center,
500 W. Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such
material may be obtained from the Public Reference Section of the Commission
at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. The
Commission maintains an Internet Web site that contains reports, proxy and
information statements and other information regarding reporting companies
under the Exchange Act. The address of such Internet Web site is
http://www.sec.gov. Such reports, proxy statements and other information may
also be inspected at the office of The New York Stock Exchange, Inc., 20 Broad
Street, New York, New York 10005.
II. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company's Annual Report on Form 10-K for the fiscal year ended
September 30, 1997, the Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended December 31, 1997, the Company's Quarterly Report on Form 10-Q
for the fiscal quarter ended March 31, 1998, the Company's Quarterly Report on
Form 10-Q for the fiscal quarter ended June 30, 1998, the definitive Proxy
Statement of the Company on Schedule 14A, filed with the Commission on
December 10, 1997, in connection with the Annual Meeting of Shareholders held
on January 27, 1998, and the Company's Current Report on Form 8-K dated
July 28, 1998, filed by the Company with the Commission pursuant to the 1934
Act, are hereby incorporated in this Prospectus by reference. The registration
statement on Form 8-A for registration of the Company's Rights to Purchase
Common Stock, filed with the Commission on August 26, 1998, contains a
complete description of the Rights to Purchase Common Stock and is hereby
incorporated in this Prospectus by reference.
All documents subsequently filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of this Prospectus
and prior to the termination of the offering made by this Prospectus shall be
deemed to be incorporated by reference in this Prospectus and to be a part
hereof from the date of filing of such documents. Any statement contained
herein or in a document incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any subsequently incorporated document
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Prospectus.
THE COMPANY HEREBY UNDERTAKES TO PROVIDE WITHOUT CHARGE TO EACH PERSON
TO WHOM A COPY OF THIS PROSPECTUS HAS BEEN DELIVERED, ON THE WRITTEN OR ORAL
REQUEST OF SUCH PERSON, A COPY OF ANY AND ALL OF THE DOCUMENTS WHICH HAVE BEEN
OR MAY BE INCORPORATED IN THIS PROSPECTUS BY REFERENCE, OTHER THAN EXHIBITS TO
SUCH DOCUMENTS, UNLESS SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED BY
REFERENCE INTO THE INFORMATION THAT THIS PROSPECTUS INCORPORATES. REQUESTS FOR
SUCH COPIES SHOULD BE DIRECTED TO CAROL A. FOREST, VICE PRESIDENT, FINANCE,
CHIEF FINANCIAL OFFICER AND TREASURER, CONNECTICUT ENERGY CORPORATION, 855
MAIN STREET, BRIDGEPORT, CONNECTICUT 06604 (TELEPHONE: 800-760-7776).
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Connecticut
Energy Corporation certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused this
Post-Effective Amendment No. 1 to the Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Bridgeport, and the State of Connecticut, on this 1st day of September 1998.
CONNECTICUT ENERGY CORPORATION
By /s/ Joseph R. Crespo
-----------------------
Joseph R. Crespo
Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment No. 1 to the Registration Statement has been signed by the
following persons in the capacities and on the date indicated.
Signature Title Date
--------- ----- ----
/s/ Joseph R. Crespo Chairman of the Board, September 1, 1998
- ---------------------------- President and Chief Executive
Joseph R. Crespo Officer
/s/ Vincent L. Ammann, Jr. Vice President and Chief September 1, 1998
- ---------------------------- Accounting Officer
Vincent L. Ammann, Jr.
/s/ Carol A. Forest Vice President, Finance, September 1, 1998
- ---------------------------- Chief Financial Officer,
Carol A. Forest Treasurer and Assistant
Secretary
/s/ Henry Chauncy, Jr.* Director September 1, 1998
- ----------------------------
Henry Chauncy, Jr.
/s/ James P. Comer, M.D.* Director September 1, 1998
- ----------------------------
James P. Comer, M.D.
/s/ Richard R. Freeman* Director September 1, 1998
- ----------------------------
Richard R. Freeman
/s/ Richard M. Hoyt* Director September 1, 1998
- ----------------------------
Richard M. Hoyt
/s/ Paul H. Johnson* Director September 1, 1998
- -----------------------------
Paul H. Johnson
/s/ Newman M. Marsilius III* Director September 1, 1998
- -----------------------------
Newman M. Marsilius
/s/ Samuel M. Sugden* Director September 1, 1998
- -----------------------------
Samuel M. Sugden
/s/ Christopher D. Turner* Director September 1, 1998
- -----------------------------
Christopher D. Turner
/s/ Helen B. Wasserman* Director September 1, 1998
- -----------------------------
Helen B. Wasserman
*By /s/ Carol A. Forest
- -----------------------------
Carol A. Forest as Attorney-in-Fact
