<PAGE> 1
Filed pursuant to Rule 424(B)(3)
Registration No. 333-13995
PROSPECTUS
- ----------
FALL RIVER GAS COMPANY
155 NORTH MAIN STREET
FALL RIVER, MASSACHUSETTS 02722
(508-675-7811)
SHARE OWNER DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
250,000 SHARES
COMMON STOCK, $0.83 1/3 PAR VALUE
The Share Owner Dividend Reinvestment and Stock Purchase Plan (the "Plan")
of Fall River Gas Company (the "Company") provides holders of record of common
stock of the Company a simple and convenient method of investing in additional
shares of common stock of the Company.
Participants in the Plan may:
- have cash dividends on all or a portion of their shares
automatically reinvested or
- invest by making optional cash payments at any time in any amount
from a minimum $15.00 in any calendar month to a maximum of $5,000
in any calendar quarter; or
- invest both their cash dividends and such optional cash payments.
The price of the shares of common stock of the Company purchased by
participants in the Plan with reinvested dividends or optional cash payments
will be 97% of the average of the bid and asked price of the Company's common
stock in the over-the-counter market during the five trading days ending on the
day of purchase. In the event that such price falls below the book value of the
stock, the 3% discount will be suspended until such time as the discounted
price exceeds the book value. Any shares purchased under the Plan during such
period of price discount suspension will be at the average bid and asked prices
of the Company's common stock in the over-the-counter market during five
consecutive trading days ending on and including the day of purchase. No shares
will be available for purchase under the Plan at less than par value.
No specific expenses, including but not limited to underwriting discounts
or commissions, are payable by the Company in connection with the operation of
the Plan during the next year.
The Prospectus relates to authorized and unissued shares of common stock
of the Company registered under the Plan. It is advisable that this Prospectus
be retained for future reference.
-----------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THE PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
------------------
THE DATE OF THIS PROSPECTUS IS OCTOBER 11, 1996.
<PAGE> 2
No dealer, salesman or other person has been authorized to give any
information or to make any representation other than those contained in this
Prospectus in connection with the offer contained herein and, if given or made,
such information or representation must not be relied upon. This Prospectus does
not constitute an offer to sell or a solicitation of an offer to buy any of the
securities offered hereby in any jurisdiction. Neither the delivery of this
Prospectus nor any sale made hereunder shall under any circumstances create any
implication that there has been no change in the affairs of the Company since
the date hereof.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 and in accordance therewith files reports and other
information with the Securities and Exchange Commission (the "Commission").
Information with regard to prior years concerning directors and officers, their
remuneration, the principal holders of securities of the Company, and any
material interest of such persons in transactions with the Company is disclosed
in the proxy statements distributed to stockholders of the Company and filed
with the Commission. Such reports, proxy statements and other information can be
inspected and copied at the public reference facilities maintained by the
Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549; and at
the Commission's Regional Offices in Chicago (500 West Madison Street, Suite
1400, Chicago, Illinois 60661); and in New York (7 World Trade Center, Suite
1300, New York, New York 10048). Copies of such materials can be obtained at
prescribed rates from the Public Reference Section of the Commission at the
Washington, D.C. address given above. The Commission maintains a Web site that
contains reports, proxy and information statements and other information
regarding Registrants that file electronically with the Commission (including
the Company). The address of such Web site is http://www.sec.gov.
Additional updating information with respect to the securities and plan
covered herein may be provided in the future to the plan participants by means
of appendices to the prospectus.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents heretofore filed with the Commission pursuant to
the Securities Exchange Act of 1934 are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the year ended
September 30, 1995 filed pursuant to the Securities Exchange Act of 1934 which
contains, either directly or by incorporation by reference, certified financial
statements for the Company's latest fiscal year.
(b) The Company's definitive proxy statement, dated December 21, 1995 in
connection with the Company's Annual Meeting of Shareholders held on February 8,
1996.
2
<PAGE> 3
(c) The Company's Quarterly Report on Form 10-Q for the quarters ended
December 31, 1995, March 31, 1996 and June 30, 1996 filed pursuant to the
Securities Exchange Act of 1934.
All reports and other documents subsequently filed by the Company pursuant
to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, prior to the filing of a post-effective amendment which indicates that
all securities offered hereby have been sold or which deregisters all securities
remaining unsold, shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of the filing of such reports and documents.
The Company hereby undertakes to provide, without charge, to each person
to whom this Prospectus is delivered, on the oral or written request of any such
person, a copy of any or all of the documents which have been or may be
incorporated herein by reference (other than exhibits to such documents).
Requests should be directed to Peter H. Thanas, Sr. Vice President and
Treasurer, Fall River Gas Company, 155 North Main Street, Fall River,
Massachusetts 02722 - Telephone (508) 675-7811.
THE COMPANY
Fall River Gas Company (the "Company") is a public utility incorporated in
Massachusetts in 1880. It is engaged primarily in the distribution and sale of
natural gas for residential, commercial and industrial use and transportation of
natural gas for industrial use, and also leases gas-burning equipment through
its wholly-owned subsidiary Fall River Gas Appliance Company. The Company serves
communities, including the city of Fall River, the towns of Somerset, Swansea
and Westport. The Company's service territory is primarily urban in character,
with residential, commercial and industrial customers.
USE OF PROCEEDS
The Company is unable to predict either the number of shares of common
stock that will ultimately be sold pursuant to the Plan or the prices at which
such shares will be sold. The proceeds from any such sales will be used to
finance additions to the Company's property, plant and equipment in the ordinary
course of business or to repay temporary indebtedness incurred to finance such
additions.
DESCRIPTION OF THE PLAN
The following is a question and answer statement of the provisions of the
Plan.
PURPOSE
1. WHAT IS THE PURPOSE OF THE PLAN?
3
<PAGE> 4
The purpose of the Plan is to provide holders of record of common stock of
the Company a simple convenient method of investing cash dividends and/or
optional cash payments in additional shares of common stock of the Company.
Since such shares will be purchased directly from the Company, the Company will
receive funds needed for its corporate purposes (see "Use of Proceeds" herein).
ADVANTAGES
2. WHAT ARE THE ADVANTAGES OF THE PLAN?
Participants in the Plan may:
(i) have cash dividends on all of their common shares automatically
reinvested;
(ii) have cash dividends on less than all of their common shares
automatically reinvested;
(iii) invest by making optional cash payments at any time in any amount
from a minimum of $15.00 in any calendar month to a maximum of $5,000 in any
calendar quarter, whether or not dividends are being invested.
The shares of common stock purchased upon behalf of participants in the
Plan generally will be purchased at the discounted price, which price and the
restrictions thereon, are more fully explained in the answer to Question 11 of
this Prospectus.
No brokerage commissions, service charges, or other expenses are paid by
participants in connection with purchases under the Plan. Since fractional
shares, as well as full shares, may be credited to participants' accounts, full
investment of funds is possible. In addition, dividends in respect of such
factional 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.
PLAN ADMINISTRATION
3. WHO ADMINISTERS THE PLAN FOR PARTICIPANT?
The Plan is administered by the Share Owner Dividend Reinvestment and
Stock Purchase Plan Committee (the "Committee") appointed by the Board of
Directors of the Company. 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 objective 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 Fall River Gas Company. Attn: Secretary of the Share
Owner Dividend Reinvestment and Stock Purchase Plan Committee, 155 North Main
Street, Fall River, Massachusetts 02722.
4
<PAGE> 5
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 accounts at least quarterly and perform other duties
for Plan participants as needed. All Authorization Forms, optional cash
payments, 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
Should State Street Bank and Trust Company cease to act as Agent under the Plan,
another agent will be designated by the Company.
ELIGIBILITY AND PARTICIPATION
5. WHO IS ELIGIBLE TO PARTICIPATE?
All holders of record of ten or more common shares of the Company, and all
employees of the Company owning of record one or more shares, are eligible to
participate in the Plan.
6. HOW MAY AN ELIGIBLE PERSON JOIN THE PLAN?
A stockholder may join the Plan at any time by signing an Authorization
Form and returning it to the Agent. Authorization Forms 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.
7. WHAT DOES THE AUTHORIZATION FORM PROVIDE?
The Authorization Form directs: (a) the Company to pay to the Agent the
cash dividends on all or a specified portion of the shares of common stock in a
participant's name and on all shares credited to his plan account; and (b) the
Agent to use these cash dividends, together with any optional cash payments made
by the participant, to purchase shares of common stock from the Company.
The Authorization Form provides for the purchase of shares through the
following investment options.
(a) Reinvest dividends on all shares held by a participant.
5
<PAGE> 6
(b) Reinvest dividends on less than all of the shares held by a
participant and continue to receive cash dividends on the other shares.
(c) Invest by making optional payments at any time in any amount from a
minimum of $15.00 in any calendar month to a maximum aggregate of $5,000 in any
calendar quarter, whether or not dividends are being reinvested.
A participant may change the investment option at any time by signing a
new Authorization Form and returning it to the Agent.
Cash dividends on shares credited to the participant's account under the
Plan are automatically reinvested in additional common stock.
8. WHEN MAY A SHAREHOLDER JOIN THE PLAN?
A shareholder may enroll in the Plan at any time. The Authorization Form
must be received by the Agent by the last day of the month prior to the month in
which the next dividend is paid in order to reinvest that dividend. If received
after that date, the stockholder's participation in dividend reinvestment will
become effective on the following dividend payment date. Dividends are normally
paid on the fifteenth day of February, May, August and November, but the Company
reserves the right to change such dividend payment dates at any time.
FOR EXAMPLE, IN ORDER TO INVEST A QUARTERLY DIVIDEND PAYABLE ON NOVEMBER
15, 1996, A SHAREHOLDER'S AUTHORIZATION FORM MUST BE RECEIVED BY THE AGENT NO
LATER THAN OCTOBER 31, 1996. IF THE AUTHORIZATION FORM IS RECEIVED AFTER OCTOBER
31, 1996, THE DIVIDEND PAYABLE ON NOVEMBER 15, 1996 WILL BE PAID IN CASH AND THE
SHAREHOLDER'S PARTICIPATION IN DIVIDEND REINVESTMENT WILL COMMENCE WITH THE NEXT
DIVIDEND PAYMENT DATE.
COST TO PARTICIPANTS
9. ARE THERE ANY COSTS TO THE PARTICIPANTS UNDER THE PLAN?
All administration fees will be paid by the Company. There are no
brokerage fees or transfer taxes when shares of common stock are purchased from
the Company. However, participants will bear certain expenses upon withdrawal
from the Plan or if the Company terminates the Plan (see Question 19).
PURCHASES
10. HOW MANY SHARES OF COMMON STOCK WILL BE PURCHASED FOR PARTICIPANTS?
The number of shares to be purchased for each Plan participant by the
Agent will depend upon the amount of dividends to which the participant is
entitled, any optional cash payments
6
<PAGE> 7
made, and the purchase price of the common stock. Each participant's account
will be credited with a number of shares, including fractional shares computed
to four decimal places, equal to the total amount to be invested divided by the
purchase price per share.
11. WHAT WILL BE THE PRICE OF THE COMMON SHARES PURCHASED UNDER THE PLAN?
The price of the common shares purchased from the Company by the Agent on
behalf of Plan participants will be 97% of the average of the bid and asked
prices of the Company's common stock in the over-the-counter market for the five
trading days ending on the day of purchase (or five trading days immediately
preceding the day of purchase, if securities markets are closed on the day of
purchase). Notwithstanding the foregoing sentence, in the event that such
discounted price falls below the book value of the Company's common stock, the
discount will be suspended until such time as the discounted price exceeds the
book value. During any period of suspension of the discount, the price of the
common shares purchased from the Company by the Agent on behalf of Plan
participants will be 100% of the average bid and asked prices of the Company's
common stock in the over-the-counter market for five consecutive trading days
ending on and including the day of purchase (or, in the event that the
over-the-counter market is closed on the day of purchase, for the five
consecutive trading days immediately preceding the day of purchase). The Company
will provide written notification to Plan participants in the event of any
period of suspension of the discount. No shares will be available for purchase
under the Plan at less than the par value of such shares.
OPTIONAL CASH PAYMENTS
12. HOW ARE OPTIONAL CASH PAYMENTS MADE?
Optional cash payments may be made in any amount from a minimum of $15 to
a maximum of $5,000 in any calendar quarter. Optional cash payments may be made
in varying amounts and there is no obligation to make regular optional cash
payments. Checks or money orders for optional cash payments must be made to
State Street Bank and Trust Company and mailed to the Agent at the address set
forth herein under Question 4.
13. WHEN MUST OPTIONAL CASH PAYMENTS BE RECEIVED BY THE AGENT TO BE INVESTED?
Optional cash payments will be invested on the fifteenth of each month
(the "Investment Date"), whether or not that is a business day. Optional cash
payments must be received by the Agent no later than the fifteenth day of any
month in order to be invested that month. Optional cash payments received by the
Agent after the fifteenth of the month will be held for investment in the
following month.
NO INTEREST WILL BE PAID ON OPTIONAL CASH PAYMENTS
Any optional cash payment which otherwise would be invested will be
returned to the participant if a written request is received by the Agent at
least 48 hours prior to the date of investment.
7
<PAGE> 8
REPORTS TO PARTICIPANTS
14. WHAT RECORD WILL A PARTICIPANT HAVE OF HIS PURCHASES?
Each participant 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 his
purchases and should be retained for income tax purposes.
15. WHAT OTHER REPORTS WILL BE RECEIVED BY PARTICIPANTS?
Plan participants will receive the same communications sent to every other
holder of the Company's common stock, including the Company's Annual Report to
Shareholders, a Notice of Annual Meeting of Shareholders and Proxy Statement, a
proxy, and income tax information forms reporting dividends paid.
CERTIFICATES FOR SHARES
16. WILL CERTIFICATES BE ISSUED TO PARTICIPANTS FOR SHARES PURCHASED UNDER
THE PLAN?
Normally, certificates for common stock purchased under the Plan will not
be issued to participants. The number of shares held in a participant's account
under the Plan will be shown on the quarterly statement of account. 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 herein 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 him.
17. 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.
8
<PAGE> 9
WITHDRAWAL FROM THE PLAN
18. 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. Investment of any optional cash
payments will be cancelled upon receipt by the Agent of such notice of
withdrawal at least 48 hours prior to an investment date, and any optional cash
payments received prior to such withdrawal date will be returned to the
withdrawing participant.
Any shareholder who has withdrawn may re-enroll at any time upon
submission of an Authorization Form, as provided under Question 6. Until such
time, dividends will be paid to such stockholder in cash.
19. HOW DOES A PARTICIPANT WITHDRAW FROM THE PLAN?
In order to withdraw from the Plan, a participant must write to State
Street Bank and Trust Company, P.O. Box 8209, Boston, Massachusetts 02101 giving
notice that he wishes to withdraw from Fall River Gas Company's Share Owner
Dividend Reinvestment and Stock Purchase Plan. The participant's account number
must also be stated. To facilitate the withdrawal the participant may forward
the top portion of the 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. In every case of withdrawal the participant's interest in any
fractional share will be converted to cash at a price equal to the average of
the bid and asked prices for the Company's common stock for the five trading
days ending on such date. 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 his 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 broker's commissions.
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. These documents will include a stock power,
signed by the registered owner exactly as his name appears on the Agent's
records with signature guaranteed according to the Uniform Commercial Code by a
commercial bank which 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. If
9
<PAGE> 10
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 of a participant.
VOTING RIGHTS
20. HOW ARE PARTICIPANT'S SHARES VOTED?
All shares owned by the participant, whether they are held by the
shareholder or by the Agent, will be combined for voting purposes. Each
participant in the Plan will receive a proxy indicating the total number of
shares of common stock held by the participant, including shares registered in
his name and shares credited to his account under the Plan.
Instruction forms for the purpose of voting will be forwarded to the
participant. Alternatively, a participant may vote the shares registered in his
name and shares credited to his Plan account in person at the meeting.
INCOME TAX INFORMATION
21. 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. 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)
the common stock credited to the participant's account under the Plan, and (2)
the shares of common stock 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 with optional cash payments is the
purchase price per share of the stock on the Investment Date. (See Question 11.)
The holding period for shares purchased with dividends or option cash payments
begins on the day after the applicable date of investment.
A participant will not realize any taxable income when he receives
certificates for whole shares, either upon his 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
10
<PAGE> 11
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. Reinvested Dividends:
A participant will generally be treated, for Federal income tax
purposes, as having received on the Investment Date a dividend equal to the full
amount of the cash dividend paid even though that amount is not actually
received by the participant in cash, but, instead, is applied to the purchase of
shares for the participant's account.
c. Tax Information Forms:
Following each tax year, the Company sends each participant a U.S.
Information Return (Form 1099 Div. B) reporting the taxable dividends for that
tax year. This form contains the information necessary for each participant to
complete the dividend income information on his 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.
FOR ADDITIONAL INFORMATION AND ANY QUESTIONS REGARDING TAX CONSEQUENCES OF
PARTICIPATION IN THE PLAN, PARTICIPANTS SHOULD CONSULT THEIR OWN TAX ADVISORS.
22. WHAT PROVISION IS MADE FOR FOREIGN SHAREHOLDERS WHOSE DIVIDENDS ARE
SUBJECT TO U. S. INCOME TAX WITHHOLDINGS?
In case of those foreign shareholders whose dividends are subject to
United States income tax withholding, the Agent will apply the net amount of the
dividend of such participants, after the deduction of taxes, to the purchase of
common stock. 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. The minimum optional cash payment requirement of $15.00 will be
waived to accommodate all payments, regardless of size, made by foreign
shareholders for this express purpose. 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 Investment Date for all participants
if received by the Agent prior to that date. In addition, foreign shareholders
may, of course, make optional cash payments.
MISCELLANEOUS
23. WHAT ARE THE RESPONSIBILITIES OF THE AGENT AND THE COMPANY UNDER THE PLAN?
Neither the Company nor the Agent, in administering the Plan, will be
liable for any act done in good faith or for any good faith omission to act,
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.
11
<PAGE> 12
Participants should recognize that neither the Company nor the Agent can
assure them of a profit or protect them against a loss on the shares purchased
by them under the Plan, nor guaranty the frequency or amount of any future
dividends by the Company.
24. MAY THE PLAN BE CHANGED OR DISCONTINUED?
Although the Company hopes that shareholder response will justify
continuing the Plan indefinitely, the Company reserves 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. Upon termination of the
Plan by the Company, certificates for whole shares credited to a participant's
account under the Plan will be issued and a cash payment will be made for any
fraction of a share.
25. 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 his account under the Plan will be
issued to the participant and a cash payment will be made for any fractional
share.
<TABLE>
DIVIDENDS ON COMMON STOCK
The following table sets forth the cash dividends declared and paid on the
Company's common stock for the periods shown:
<CAPTION>
Dividend Dividend
Quarter Ended Per Share Quarter Ended Per Share
- ------------- --------- ------------- ---------
<S> <C> <C> <C>
December 31, 1994 $0.24 December 31, 1995 $0.24
March 31, 1995 0.24 March 31, 1996 0.24
June 30, 1995 0.24 June 30, 1996 0.24
September 30, 1995 0.24 September 30, 1996 0.24
</TABLE>
It is the intention of the Company to declare and pay dividends quarterly
on its common stock, but the Company can make no representations concerning the
amount or frequency of future dividends. The declaration of dividends must be
determined by the Board of Directors from time to time in the light of earnings,
cash position and other relevant factors then existing. Reference is made to
"Description of Common Stock" herein for information with respect to limitations
on the payment of dividends.
12
<PAGE> 13
<TABLE>
COMMON STOCK PRICE RANGE
The Company's common stock is traded over-the-counter. The table below
sets forth the bid and asked prices for shares of the Company's common stock, as
reported by for the periods indicated.
<CAPTION>
Quarter Ended Bid Asked
- ------------- --- -----
<S> <C> <C>
December 31, 1994 $25 1/2 $26 1/2
March 31, 1995 25 26 1/4
June 30, 1995 25 26 1/2
September 30, 1995 24 24 3/4
December 31, 1995 21 1/2 22 3/4
March 31, 1996 20 3/4 22 1/4
June 30, 1996 18 19
September 30, 1996 18 1/4 19 1/4
</TABLE>
The bid and asked prices on October 8, 1996 were $18 1/4 and $19 3/4.
These quotations represent prices between dealers and do not include retail
markup, markdown or commission. They do not necessarily represent actual
transactions.
DESCRIPTION OF COMMON STOCK
As of September 30, 1996 the authorized capital stock of the Company
consisted of 2,201,334 shares of common stock, $0.83 1/3 par value, of which
1,780,542 were issued and outstanding, and 420,792 shares of common stock held
in the Company's treasury.
The information set forth below is summarized from the Articles of
Organization, as amended, of the Company and the Indentures referred to below,
filed as exhibits to the Registration Statement of which this Prospectus is
part. The statements and descriptions hereinafter contained do not purport to be
complete and are qualified in their entirety by reference to such exhibits.
DIVIDEND RIGHTS
The holders of common stock shall be entitled to receive such dividends as
may be declared by the Board of Directors subject to the preferential rights of
the holders of preferred stock to receive full cumulative quarterly dividends at
the rates set forth in the title of each series thereof before any dividends are
paid to the holders of common stock.
LIMITATION ON PAYMENT OF DIVIDENDS ON COMMON STOCK
The provisions of the Company's indentures securing the Company's
outstanding First Mortgage Bonds impose certain restrictions on the payment of
cash dividends on, or repurchases of, common stock. Under the most restrictive
of these provisions, $7,292,486.75 of retained earnings was unrestricted at June
30, 1996.
13
<PAGE> 14
VOTING RIGHTS
Except as provided by law or otherwise provided below, the holders of
common stock 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 Directors is
classified into three classes of three directors and there are no cumulative
voting rights which means that a majority of the common stock voting at any
election can elect the three directors of the class whose term then expires.
The Company's Charter and By-laws contain provisions specifying the vote
necessary to take certain actions. The approval of a business combination not
approved by two-thirds vote of the Board of Directors requires a 75% vote of
common stockholders. The approval of Charter amendments removing or altering
that provision and provisions concerning classification of directors, filling
vacancies in the Board of Directors and notice requirements for shareholder
meetings requires a 75% vote of common stockholders.
LIQUIDATION RIGHTS
The common stock is entitled to receive all net assets in liquidation
after repayment of the Company's indebtedness.
CHARTER PROVISIONS THAT MAY AFFECT ATTEMPTS TO CHANGE CONTROL OF THE COMPANY
The Company's Charter and By-Laws contain provisions that may have the
effect of delaying or deterring a change in control of the Company by requiring
a vote of the holders 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 Directors has not approved by a two-thirds
majority. Other provisions concerning classification of the Board, filling
vacancies on the Board and notice requirements may have such an effect, but
those provisions operate regardless of whether or not extraordinary corporate
transactions are proposed.
MISCELLANEOUS
The common stock has no conversion rights and is not subject to
redemption. The outstanding shares of common stock are, and the shares to be
issued under the Plan will, when issued and paid for, be fully paid and
non-assessable.
The Company distributes to its 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 stock is State Street Bank and
Trust Company, Boston, Massachusetts.
14
<PAGE> 15
LEGAL OPINIONS
Legal matters in connection with this offering will be passed upon for the
Company by Rich, May, Bilodeau & Flaherty, P.C., The Old South Building, 294
Washington Street, Boston, Massachusetts 02108, general counsel for the Company.
EXPERTS
The financial statements and schedules of the Company, included in the
Company's Annual Report on Form 10-K for the fiscal year ended September 30,
1995, incorporated by reference herein and elsewhere in the Registration
Statement have been incorporated herein and in the Registration Statement in
reliance upon the reports of Arthur Andersen LLP independent certified public
accountants, included in such Form 10-K incorporated by reference herein, and
given upon the authority of said firm as experts in accounting and auditing.
INDEMNIFICATION
The Company's By-Laws permit the Company's directors and officers (and
persons who occupy such positions in other companies at the request of the
Company) to be indemnified for liabilities arising in connection with any
action, suit or proceeding prosecuted to a final determination on the merits
(except 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 him 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
corporation. Indemnification is also available to officers and directors 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 By-Laws provide 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 corporation to purchase and
maintain insurance on behalf of such persons against any liabilities incurred in
the capacity of director or officer and the Company has such insurance.
Pursuant to a vote by Common Stock holders at their 1987 Annual Meeting,
the Company's Articles of Organization were amended to provide that, to the
fullest extent that the General Laws of the Commonwealth of Massachusetts as
they exist on the date of such vote, or as they may thereafter be amended,
permit the limitation or elimination of the liability of directors, no director
of the Company shall be personally liable to the Company or its
15
<PAGE> 16
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 director of the Company with respect to any acts or omissions
of such director occurring prior to such amendment or repeal.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling the
Company pursuant to the foregoing provisions, the Company has been informed that
in the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is therefore unenforceable.
16
<PAGE> 17
===============================================================================
TABLE OF CONTENTS
Page
----
Available Information.................................................... 2
Incorporation of Certain Documents by
Reference.............................................................. 2
The Company.............................................................. 3
Use of Proceeds.......................................................... 3
Description of the Plan.................................................. 3
Dividends on Common Stock................................................ 12
Common Stock Price Range................................................. 12
Description of Common Stock.............................................. 13
Legal Opinions.......................................................... 15
Experts.................................................................. 15
Indemnification.......................................................... 15
===============================================================================
===============================================================================
FALL RIVER GAS COMPANY
SHARE OWNER
DIVIDEND REINVESTMENT
AND
STOCK PURCHASE PLAN
COMMON STOCK
($0.83 1/3 PAR VALUE)
OCTOBER 11, 1996
PROSPECTUS
===============================================================================
