NO. 33-________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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CONNECTICUT ENERGY CORPORATION
(Exact name of issuer as specified in its charter)
CONNECTICUT 06-0869582
(State or other jurisdiction of incorporation) (I.R.S. Employer Identification
No.)
855 MAIN STREET
BRIDGEPORT, CONNECTICUT 06604
(Address of Principal Executive Offices) (Zip Code)
THE SOUTHERN CONNECTICUT GAS COMPANY TARGET PLAN
(Full title of the Plan)
Samuel W. Bowlby, Esquire
Connecticut Energy Corporation
855 Main Street
Bridgeport, Connecticut 06604
(Name and Address of Agent for Service)
(203) 382-8111
(Telephone number, including area code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
Title of Proposed Proposed
Securities Maximum Maximum
to be Amount to be Offering Price Aggregate Amount of
Registered Registered Per Share* Price* Registration Fee
Common Stock,
Par Value $1.00
Per Share 1,000,000 shares N/A $37.66 $10,469
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 employee benefit plans described herein.
* Estimated for purposes of calculation of the registration fee pursuant to Rule
457(c) and based upon an average of the high and low prices that the Common
Stock of Connecticut Energy Corporation was sold for on the New York Stock
Exchange on August 17, 1999.
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This Registration Statement shall become effective in accordance with
the provisions of Section 8(a) of the Securities Act of 1933 and Rule 462
promulgated thereunder.
PART I.
Information Required in the Registration Statement
ITEM 1.
Pursuant to General Instruction E of Form S-8, the Registrant is hereby
registering an additional 1,000,000 shares of Common Stock, par value $1/share
relative to The Southern Connecticut Gas Company Target Plan, or its predecessor
plan(s) on File No. 33-39245, together with Post-Effective Amendments Nos. 1 and
2 to File No. 33-39245, (the "Plan"). In connection with such registration, the
Plan is hereby incorporated by reference into this Registration Statement for
the purpose of registering such additional securities of the same class.
ITEM 2. EXHIBITS
5. The opinion of Tyler Cooper & Alcorn, dated July 27, 1999, with
respect to the legality of the issuance of Common Stock being offered pursuant
hereto.
23.1 Consent of PricewaterhouseCoopers LLP dated August 17,1999.
23.2 Consent of Tyler Cooper & Alcorn (incorporated by reference to
Exhibit 5. to this Registration Statement)
24. Manually signed copies of Powers of Attorney authorizing the signing
of the Registration Statement and amendments hereto on behalf of the Company's
directors and officers.
SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities Act, 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 Bridgeport, State of Connecticut, on the 19th day of
August, 1999.
CONNECTICUT ENERGY CORPORATION
(Registrant)
By /s/ Carol A. Forest
Carol A. Forest
Its duly authorized Vice President,
Finance, CFO and Assistant Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signatures Title Date
_*_________________ Chairman, President, Chief August 19, 1999
J. R. Crespo* Executive Officer and Director
(Principal Executive Officer)
_*__________________ Vice President, Finance August 19, 1999
Carol A. Forest* and Chief Financial Officer
(Principal Financial and
Accounting Officer)
_*__________________ Director August 19, 1999
Henry Chauncey, Jr.*
_*___________________ Director August 19, 1999
James P. Comer, M.D.*
_*___________________ Director August 19, 1999
Richard F. Freeman*
_*___________________ Director August 19, 1999
Richard M. Hoyt*
_*___________________ Director August 19, 1999
Newman M. Marsilius*
_*___________________ Director August 19, 1999
Samuel M. Sugden*
_*___________________ Director August 19, 1999
Christopher D. Turner*
*By /s/ Carol A. Forest
Carol A. Forest, as Attorney-in-Fact
THE PLAN. Pursuant to the requirements of the Securities Act of 1933,
the Trustee of the Plan has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Bridgeport, State of Connecticut, as of August 10, 1999.
MERRILL LYNCH
as Trustee of
The Southern Connecticut Gas Company Target Plan
By /s/ Keith Morgan Its Vice President
Opinion of Counsel
Board of Directors
Connecticut Energy Corporation
855 Main Street
Bridgeport, Connecticut 06604
Re: Registration Statement on Form S-8
Dear Sirs and Mesdames:
We have acted as counsel for Connecticut Energy Corporation (the
"Company") in connection with the Company's registration of 1,000,000 additional
shares of Common Stock (the "Securities") to be offered or sold to the Company's
employees pursuant to the Southern Connecticut Gas Company Target Plan.
We have examined and are familiar with the originals or copies, certified
or otherwise identified to our satisfaction, of pertinent documents, corporate
records and other instruments relating to the issuance of the Securities and
other actions and proceedings relating thereto. In rendering this opinion, we
have assumed that there will be no change in applicable law between the date of
this opinion and the date of issuance of the Securities proposed to be issued
and offered or sold by the Company as described in a Registration Statement on
Form S-8 filed on or about the date hereof with the Securities and Exchange
Commission (the"Registration Statement").
Based upon the foregoing, we are of the opinion that the Securities
proposed to be issued and offered or sold by the Company, when issued and
offered or sold as described in the Registration Statement, will be legally
issued, fully paid and nonassessable.
The opinions expressed herein are only as to matters governed by the
corporate laws of the State of Connecticut and United States federal law.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the reference to us under the caption "Legal
Matters" in the Prospectus which forms a part of the Registration Statement.
Very truly yours,
TYLER COOPER & ALCORN, LLP
BY: /s/ Joseph C. Lee
Joseph C. Lee
A Partner
Consent of Independent Accountants
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated October 30, 1998 relating to the
financial statements, which appears on page 41 of the Annual Report to
Shareholders of Connecticut Energy Corporation, which is incorporated by
reference in Connecticut Energy Corporation's Annual Report on Form 10-K for the
year ended September 30, 1998. We also consent to the incorporation by reference
of our report dated October 30, 1998 on the financial statement schedules, which
appears on page 21 of such Annual Report on Form 10-K.
/s/ PricewaterhouseCoopers LLP
Hartford, CT
August 17, 1999
POWER OF ATTORNEY
We, the undersigned officers and directors of CONNECTICUT ENERGY
CORPORATION, hereby severally constitute Samuel W. Bowlby and Carol A. Forest,
and each of them singly, our true and lawful attorneys with full power of
substitution, to sign for us and in our names in the capacities listed below,
the Registration Statement on Form S-8 filed herewith and any and all amendments
to said Registration Statement, and generally to do all such things in our names
and behalf in our capacities as officers or directors to enable CONNECTICUT
ENERGY CORPORATION to comply with the provisions of the Securities Act of 1933,
as amended, all requirements of the Securities and Exchange Commission, and all
requirements of any other applicable law or regulation, hereby ratifying and
confirming our signatures as they may be signed by our said attorneys, or any of
them, to said Registration Statement and any and all amendments thereto,
including post-effective amendments.
SIGNATURE TITLE DATE
/s/ Henry Chauncey, Jr. Director April 27, 1999
Henry Chauncey, Jr
/s/ James P. Comer, M.D Director April 27, 1999
James P. Comer, M.D
/s/ Richard F. Freeman Director April 27, 1999
Richard F. Freeman
/s/ Newman M. Marsilius Director April 27, 1999
Newman M. Marsilius
/s/ Samuel M. Sugden Director April 27, 1999
Samuel M. Sugden
/s/ Christopher D. Turner Director April 27, 1999
Christopher D. Turner
/s/ J. R. Crespo Director, Chairman of the April 27, 1999
J. R. Crespo Board, President and Chief
Executive Officer
/s/ Samuel W. Bowlby Vice President, April 27, 1999
Samuel W. Bowlby General Counsel
And Secretary
/s/ Carol A. Forest Vice President, Finance April 27, 1999
Carol A. Forest CFO, Treasurer and
Assistant Secretary
