EASTERN ENTERPRISES
S-4/A, 2000-06-07
NATURAL GAS DISTRIBUTION
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As filed with the Securities and Exchange Commission on June 7, 2000.

                                                    Registration No. 333-69039

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                         Post-Effective Amendment No. 1

                                       to
                                    FORM S-4/A
                             REGISTRATION STATEMENT

                                     UNDER
                           THE SECURITIES ACT OF 1933
                              EASTERN ENTERPRISES
             (Exact name of registrant as specified in its charter)

        Massachusetts                  4924                     04-1270730
(State or other jurisdiction    (Primary Standard           (I.R.S. Employer
incorporation or organization)  Industrial Class. Number)   Identification No.)


         9 Riverside Road, Westen, Massachusetts 02493, (781) 647-2300
       (Address, including zip code, and telephone number, including area
               code, of Registrant's principal executive offices)

                              L. William Law, Jr.
                              Eastern Enterprises,
                               9 Riverside Road,
                          Weston, Massachusetts 02493
                                 (781) 647-2300

(Name, address, including zip code, and telephone number, including area code,
                             of agent for service)

                  Approximate date of commencement of proposed
              sale to the public: As soon as practicable after the
                 effective date of this Registration Statement.

     If the  securities  being  registered  on this  Form are being  offered  in
     connection  with the formation of a holding company and there is compliance
     with General Instruction G, check the following box.  If this Form is
     filed to register  additional  securities for an offering  pursuant to Rule
     462(b)  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 this Form is a
     post-effective amendment filed pursuant to Rule 462(d) 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.


<PAGE>





 Eastern  Enterprises,   a  Massachusetts   business  trust  ("Eastern"  or  the
"Registrant"),   hereby  files  this  Post-Effective  Amendment  No.  1  to  the
Registrant's  Registration  Statement No. 333-69039 to remove from  registration
781,847  shares of Eastern  Common  Stock,  $1.00 par value per share  under the
Securities  Act of 1933,  as  amended,  which  remain  unsold  pursuant  to such
Registration  Statement on the date of this filing.  No further offering of such
securities will be made.


<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 on Form S-4/A and has duly  caused  this
Post-Effective Amendment  No. 1 to the  registration  statement on Form
S-4/A to be signed on its behalf by the  undersigned,  thereunto duly
authorized,  in the City of Weston, Commonwealth of Massachusetts, on this
7th day of June, 2000.


                              Eastern Enterprises

                              By:      /s/ L. William Law, Jr.
                                       -----------------------
                              Name:    L. William Law, Jr.
                              Title:   Senior Vice President,
                                       General Counsel and Secretary

 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 dates indicated.
<TABLE>
<CAPTION>


     Name                                    Title                                                 Date
<S>                                          <C>                                                   <C>
/s/ J. Atwood Ives           *             Chairman of the Board,                                June 7, 2000
-------------------------------
J. Atwood Ives                             Chief Executive Officer and Trustee
                                           (Principal Executive Officer)

/s/ Fred C. Raskin          *              President and Chief Operating                         June 7, 2000
-------------------------------
Fred C. Raskin                             Officer


/s/ Walter J. Flaherty       *             Executive Vice President                              June 7, 2000
-------------------------------
Walter J. Flaherty                         and Chief Financial Officer
                                           (Principal Financial Officer)


/s/ James J. Harper       *                Vice President                                        June 7, 2000
----------------------------
James J. Harper                            and Controller
                                           (Principal Accounting Officer)


/s/ James R. Barker       *                Trustee                                               June 7, 2000
----------------------------
James R. Barker


/s/ Richard R. Clayton   *                 Trustee                                               June 7, 2000
---------------------------
Richard R. Clayton


/s/ John D. Curtin, Jr.   *                Trustee                                               June 7, 2000
----------------------------
John D. Curtin, Jr.

<PAGE>



/s/ Samuel Frankenheim *                   Trustee                                               June 7, 2000
-------------------------
Samuel Frankenheim


/s/ Leonard R. Jaskol     *                Trustee                                               June 7, 2000
----------------------------
Leonard R. Jaskol


/s/ Wendell J. Knox       *                Trustee                                               June 7, 2000
----------------------------
Wendell J. Knox


                                           Trustee                                               June 7, 2000
-------------------------------------
Frederic L. Putnam, Jr.


/s/ Rina K. Spence         *               Trustee                                               June 7, 2000
-----------------------------
Rina K. Spence


/s/ David B. Stone         *               Trustee                                               June 7, 2000
-----------------------------
David B. Stone

</TABLE>



*   By: /s/ L. William Law, Jr.                                  June 7, 2000
       ------------------------
          L. William Law, Jr.
          Attorney-in-Fact


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