As filed with the Securities and Exchange Commission on March 3, 1995
Registration No. 33-57711
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
---------------
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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NEW JERSEY RESOURCES CORPORATION
(Exact name of registrant as specified in its charter)
New Jersey 22-2376465
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1415 Wyckoff Road
Wall, New Jersey 07719
(908) 938-1480
(Address, including zip code, and telephone number,
including area code, of registrant's principal
executive offices)
---------------
LAURENCE M. DOWNES
Senior Vice President and Chief Financial Officer
New Jersey Resources Corporation
1415 Wyckoff Road
Wall, New Jersey 07719
(908) 938-1480
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
E. ELLSWORTH McMEEN, III, ESQ.
LeBoeuf, Lamb, Greene & MacRae, L.L.P.
125 West 55th Street
New York, New York 10019-5389
---------------
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of the Registration Statement.
If the only securities being registered on this Form are being offered
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, please check the following box. [X]
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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<S> <C> <C> <C> <C>
Title of Each Proposed Proposed
Class of Maximum Maximum Amount
Securities Amount Offering Aggregate of
Being Being Price Per Offering Registration
Registered Registered Share Price Fee
- ------------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value
$2.50 per share ............. 1,500,000 shs. $22.875(1) $34,312,500(1) $11,832(3)
- ------------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value
$2.50 per share ............. 30,730 shs. $23.00(2) $706,790(2) $244
====================================================================================================================================
<FN>
(1) Determined on the basis of the average of the high and low prices of the
Common Stock on February 8, 1995 in accordance with Rule 457(c) of the
General Rules and Regulations under the Securities Act of 1933 solely for
the purpose of calculating the registration fee.
(2) Determined on the basis of the average of the high and low prices of the
Common Stock on February 28, 1995 in accordance with Rule 457(c) of the
General Rules and Regulations under the Securities Act of 1933 solely for
the purpose of calculating the registration fee.
(3) Previously paid.
</FN>
</TABLE>
---------------
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 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.
Pursuant to Rule 429 under the Securities Act of 1933, as amended, the
Prospectus contained herein constitutes a combined Prospectus relating also to
119,270 unsold shares of Common Stock registered by the Company pursuant to
Registration Statement No. 33-48192 concerning the Company's Automatic Dividend
Reinvestment Plan, as amended.
================================================================================
<PAGE>
SUBJECT TO COMPLETION DATED MARCH 3, 1995
PROSPECTUS
- ----------
NEW JERSEY RESOURCES CORPORATION
AUTOMATIC DIVIDEND REINVESTMENT PLAN
1,650,000 Shares of Common Stock
-----------------
New Jersey Resources Corporation (the "Company") is offering the holders of
the Company's Common Stock, par value $2.50 per share (the "Common Stock"), and
certain other eligible persons the opportunity to reinvest their Common Stock
cash dividends, plus an amount not in excess of $60,000 per calendar year
(minimum payment $25), in additional shares of Common Stock through an Automatic
Dividend Reinvestment Plan (the "Plan"). Eligible employees of the Company and
its direct and indirect subsidiaries may also participate in the Plan through
automatic payroll deductions (minimum payment $25).
Residential customers of New Jersey Natural Gas Company and eligible family
members residing with them who are at least 18 years of age may also participate
in the Plan by making optional cash payments of at least $25, up to a maximum of
$60,000 per calendar year.
A description of the Plan begins on page 3 of this Prospectus.
The Plan provides that for shares of Common Stock purchased with cash
dividends, the purchase price will be the average of the high and low sales
prices (as reported in The Wall Street Journal -- Eastern Edition) of the Common
Stock on the relevant dividend payment date (or next succeeding business day)
based upon consolidated trading as defined by the Consolidated Tape Association
and reported as part of the consolidated trading prices for New York Stock
Exchange listed securities. In the case of shares purchased with optional cash
payments and employee payroll deductions, the purchase price will be the average
of such high and low sales prices on the Cash Payment Purchase Date (as defined
herein). The Company will pay all costs of administering the Plan. Participants
in the Plan will pay no brokerage fee, commission or service charge in
connection with the purchase of shares thereunder, but they will be responsible
for brokerage fees payable on the sale of shares.
For a summary discussion of the federal income tax consequences relating to
participation in the Plan and to the disposition of shares purchased pursuant to
the Plan, see "Federal Income Tax Consequences" below. Participants are urged,
however, to consult with their own tax advisors with respect to the tax
consequences applicable to them.
This Prospectus relates to authorized and unissued shares of Common Stock and
should be retained for future reference.
The Common Stock is, and the shares of Common Stock to be issued under the
Plan will upon notice of issuance be, listed on the New York Stock Exchange.
Although the Plan contemplates the continuation of quarterly dividend
payments on the Common Stock, the payment of dividends will depend upon future
earnings, the financial condition of the Company and other factors.
-----------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION OR 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. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
-----------------
The date of this Prospectus is _______________, 1995.
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files reports and other information with the Securities
and Exchange Commission (the "Commission"). Information as of particular dates
concerning the Company's directors and officers, their remuneration, principal
holders of the Company's securities and any material interest of such persons in
transactions with the Company is disclosed in proxy statements distributed to
the Company's shareholders and filed with the Commission. These reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth Street N.W., Room
1024, Washington, D.C. 20549 and at the Commission's Regional Offices at Seven
World Trade Center, 13th Floor, New York, New York 10048 and 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661-2511. Copies of such material can
also be obtained at prescribed rates from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549. In addition, the
Common Stock is listed on the New York Stock Exchange, Inc., 20 Broad Street,
New York, New York 10005, where reports, proxy statements and other information
concerning the Company may be inspected.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission (File No. 1-8359) are
incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
September 30, 1994.
(b) The Company's Quarterly Report on Form 10-Q for the quarterly
period ended December 31, 1994.
(c) The Company's Registration Statement on Form 8-A, dated June 15,
1982, as updated by pertinent information furnished in subsequent reports
filed pursuant to Section 13 of the Exchange Act.
All documents filed by the Company with the Commission pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this Prospectus and prior to the termination of the offering of the Common Stock
offered hereby 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 in a document incorporated or deemed to be 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 other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.
The Company has filed with the Commission a Registration Statement on
Form S-3 (together with the exhibits and any amendments thereto, the
"Registration Statement") under the Securities Act of 1933, as amended, of which
this Prospectus is a part. This Prospectus does not contain all the information
set forth in the Registration Statement, to which reference is hereby made,
copies of which may be obtained from the Commission as specified above.
The Company hereby undertakes to provide without charge to each person
to whom a copy of this Prospectus has been delivered, upon the written or oral
request of any such person, a copy of any or all of the documents referred to
above which have been or may be incorporated by reference in this Prospectus,
other than exhibits to such documents not specifically incorporated by reference
therein. Requests for such copies should be directed to Ms. Oleta J. Harden,
Secretary, New Jersey Resources Corporation, 1415 Wyckoff Road, Wall, New Jersey
07719, telephone number (908) 938-1230.
2
<PAGE>
THE COMPANY
The Company, a New Jersey corporation organized in 1982, is a holding
company whose principal subsidiary is New Jersey Natural Gas Company ("New
Jersey Natural Gas"). The Company's principal offices are located at 1415
Wyckoff Road, Wall, New Jersey 07719 and its telephone number is (908) 938-1230.
New Jersey Natural Gas is a public utility, organized in 1952, which is
engaged in the business of purchasing, distributing and selling natural gas in
New Jersey to more than 340,000 residential, commercial and industrial
customers. The service territory of New Jersey Natural Gas is primarily
suburban, consisting of virtually all of Monmouth and Ocean counties, as well as
portions of Morris and Middlesex counties.
The Company's other direct or indirect subsidiaries engage in businesses
that include (i) the holding and operating of commercial office and mixed-use
commercial/industrial real estate projects in New Jersey, (ii) participation in
oil and natural gas development, production, transportation and other
energy-related ventures in various locations in the United States and (iii) the
pursuit of opportunities in the development of and investment in natural
gas-fueled cogeneration and independent power production projects.
DESCRIPTION OF THE PLAN
Following is an explanation, in question and answer form, of the Plan.
Purpose
1. What is the purpose of the Plan?
The purpose of the Plan is to provide the Company's Common Stock
shareholders, residential customers of New Jersey Natural Gas and eligible
employees of the Company and its direct and indirect subsidiaries a systematic
method of investing their quarterly cash dividends in, and making optional cash
payments (not to exceed $60,000 per calendar year with a $25 minimum payment)
for the purchase of, additional shares of Common Stock, without payment of any
brokerage fee, commission or other service charge in connection with the
purchase of such shares. In addition, because the shares of Common Stock offered
hereby will be original issue shares of Common Stock purchased directly from the
Company, the Plan will also provide a means of raising new capital for the
Company (see "Use of Proceeds").
Advantages
2. What are some of the advantages of the Plan?
Participants in the Plan have cash dividends on their shares
automatically reinvested in shares of Common Stock at the then current market
price (see Question 20) and may invest up to an additional $60,000 per calendar
year (minimum payment $25) through optional cash payments for shares of Common
Stock at the then current market price, in either case, without the payment of
any brokerage fee, commission or other service charge in connection with the
purchase of shares. Participants are, however, responsible for brokerage fees
payable on the sale of shares. (See Question 19.) In addition, residential
customers of New Jersey Natural Gas and eligible members of their families
residing with them who are at least 18 years of age may participate in the Plan
(see Question 4). Eligible employees may also invest in shares of Common Stock
through automatic payroll deductions.
3
<PAGE>
Full investment of funds is possible under the Plan because the Plan
permits fractions of shares, as well as full shares, to be credited to
participants' accounts without the payment of any brokerage commission.
(Dividends in respect of such fractions, as well as full shares, will be
credited to participants' accounts.) The need for participants' safekeeping of
certificates is avoided and regular statements of account provide simplified
record keeping.
Administration
3. Who administers the Plan for participants?
The First National Bank of Boston ("Bank of Boston" or the
"Administrator") administers the Plan as agent for the participating
shareholders, keeps records, sends statements of account to participants and
performs other duties relating to the Plan. Common Stock purchased under the
Plan will be registered in the name of Bank of Boston, as Administrator, or Bank
of Boston's nominee as agent for participants in the Plan. Bank of Boston is the
transfer agent and registrar for the Common Stock.
Any correspondence (except for optional cash payments, see Question 23)
regarding the Plan should be sent to the Administrator at:
The First National Bank of Boston
Dividend Reinvestment Services
Mail Stop 45-01-06
P.O. Box 1681
Boston, Massachusetts 02105-1681
Attention: New Jersey Resources Corporation
Automatic Dividend Reinvestment Plan
Telephone inquiries concerning the Plan may be directed to the
Administrator at 1-800-817-3955, or to the Company's Shareholder Relations'
office at 908-938-1230.
The Company reserves the right to make such additional or other
arrangements for the administration of the Plan as it deems appropriate.
Participation
4. Who is eligible to participate?
(a) Shareholder. All holders of record of Common Stock are eligible to
participate in the Plan. Except under circumstances described in Question 5
below, in order to be eligible to participate in the Plan, beneficial owners,
whose shares are registered in names other than their own (such as in the names
of brokers, bank nominees or trustees), must become shareholders of record by
having shares transferred into their own name.
(b) Employee. All full-time employees of the Company and its direct and
indirect subsidiaries who are at least 18 years of age are eligible to
participate in the Plan through optional cash payments and automatic payroll
deductions. Employees are not required to first have shares of the Common Stock
registered in their names in order to become Plan participants.
(c) Customer. All residential customers of New Jersey Natural Gas and
any family members residing with such customers who are at least 18 years of age
may participate in the Plan even if they do not already own any shares of Common
Stock.
4
<PAGE>
5. Can beneficial owners who are not record shareholders
reinvest their dividends?
Some beneficial owners have their shares owned of record by a bank or
their stock broker, for example. Certain brokers may permit the beneficial
owners to reinvest their dividends in shares of Common Stock under the Plan.
Participation in the Plan through brokers may be on terms and conditions which
differ from those set forth in this Prospectus, in which case the terms and
conditions set by each such broker shall govern. The Company shall not be
responsible for the terms of any such participation, including the tax
consequences thereof. The term "participant" as used in this Prospectus refers
to shareholders of record participating directly in the Plan.
6. How does an eligible shareholder participate?
A holder of record of Common Stock may join the Plan by signing a
Shareholder Authorization Card and returning it to the Administrator.
Shareholder Authorization Cards may be obtained by written request to the
Administrator at The First National Bank of Boston, Dividend Reinvestment
Services, Mail Stop 45-01-06, P.O. Box 1681, Boston, Massachusetts 02105-1681,
or by calling the Administrator toll-free at 1-800-817-3955. A Shareholder
Authorization Card needs to be filed only with respect to the first dividend
reinvestment. Thus, once a shareholder becomes a participant in the Plan, the
dividends on such shareholder's shares of Common Stock will be automatically
reinvested on an ongoing basis.
7. When may a shareholder join the Plan?
Shareholders may join the Plan at any time. If the Shareholder
Authorization Card is received by the Administrator on or before the dividend
record date, that dividend will be used to purchase new shares of Common Stock
for the shareholder. If the Shareholder Authorization Card is received by the
Administrator after the dividend record date, that dividend will be paid in cash
and the reinvestment of the shareholder's dividends will commence with the
following dividend. Any optional cash payments sent by the shareholder, however,
will be invested as set forth in Question 24. The dividend record date is
ordinarily approximately fifteen days prior to the dividend payment dates.
Dividend payment dates normally are on or about the first day of January, April,
July and October.
For example, in the case of the April 3, 1995 dividend, if the
Shareholder Authorization Card is received by the Administrator on or before
March 15, 1995 (the anticipated record date for that dividend), the April
dividend would be reinvested. If the Shareholder Authorization Card is received
after March 15, 1995, the first dividend reinvested would be the July 1995
dividend.
8. What does the Shareholder Authorization Card provide?
The Shareholder Authorization Card provides two options for shareholders
to participate in the Plan. Under the full dividend reinvestment option, the
Shareholder Authorization Card directs the Administrator to collect and reinvest
all quarterly cash dividends on all shares registered in the participating
shareholder's own name, as well as all dividends on the shares held in the Plan
for the participating shareholder. Under the optional cash payment only option,
the Shareholder Authorization Card provides for the investment of optional cash
payments made by those shareholders who want dividends reinvested on those
shares purchased with such optional cash payments, but who do not want to
reinvest dividends on all certificated shares of Common Stock then registered in
their name. See Questions 23-25 for additional information about optional cash
payments made by any participant.
5
<PAGE>
In addition, the Shareholder Authorization Card appoints the
Administrator as agent for the participant for the purchase of shares of Common
Stock and directs the Administrator to purchase shares of Common Stock with the
dividends and optional cash payments, if made. The Shareholder Authorization
Card does not constitute the appointment of the Administrator as agent for any
other matters to be considered by the participant, such as the voting of
proxies.
9. How does a New Jersey Natural Gas customer participate?
All residential customers of New Jersey Natural Gas and members of their
family at least 18 years old residing with them are eligible to participate in
the Plan.
An eligible customer or family member may join the Plan at any time by
completing the Customer Authorization Card and returning it to the
Administrator. Customer Authorization Cards may be obtained by written request
to the Administrator at The First National Bank of Boston, Dividend Reinvestment
Services, Mail Stop 45-01-06, P.O. Box 1681, Boston, Massachusetts 02105-1681,
or by calling the Administrator toll-free at 1-800-817-3955, or by written
request to the Company, Attention: Shareholder Relations, or by telephoning the
Company at (908) 938-1230. If the customer or family member is not already a
registered holder of shares of Common Stock and wishes to participate in the
Plan, the Customer Authorization Card must be accompanied by an optional cash
payment of at least $25, which will be invested under the Plan.
10. What does the Customer Authorization Card provide?
The Customer Authorization Card directs the Administrator to invest the
customer's optional cash payments in shares of Common Stock. In addition, it
provides that all dividends paid on these shares will be automatically
reinvested in additional shares of Common Stock.
11. If I cease to be or reside with a customer of New
Jersey Natural Gas, may I still participate in the Plan?
Yes. As long as at least one full share is credited to your Plan
account, you may continue to participate in the Plan even if you are no longer a
customer or family member residing with a customer.
12. If I join the Plan, must I contribute every month?
No. Optional cash payments under the Plan are entirely voluntary and
within the discretion of the participant. If made, however, they must be in a
lump sum amount of at least $25 and may not exceed $60,000 per calendar year.
13. Can a customer's optional cash payments be submitted
with his or her utility bill?
No. Optional cash payments by customers must be sent to the Bank of
Boston and not with the payment of the utility bill. In addition, optional cash
payments must be accompanied by the tear-off portion of the automatic dividend
reinvestment plan account statement periodically sent to each participant in the
Plan. (See Questions 23-25 for additional information about optional cash
payments).
14. May customers or other participants receive dividends
on their Plan shares in cash?
No. All dividends paid on shares in Plan accounts are
automatically reinvested in additional shares of Common Stock.
6
<PAGE>
15. How does an employee participate?
An eligible employee may join the Plan at any time by completing the
Employee Authorization Form and returning it to the Company. Employee
Authorization Forms may be obtained by request to the Company, Attention: Human
Resources or Shareholder Relations. If the employee who is not a registered
holder of shares of Common Stock wishes to participate in the Plan, or does not
wish to participate through payroll deduction, the Employee Authorization Form
must be accompanied by an optional cash payment of at least $25, which will be
invested under the Plan.
16. What does the Employee Authorization Form provide?
The Employee Authorization Form allows each employee to decide the
extent of participation in the Plan. By checking the appropriate box on the
Employee Authorization Form, an employee may elect to participate through
payroll deductions, reinvestment of dividends on shares held by the employee or
optional cash payments.
17. What about payroll deductions?
Payroll deduction authorizations will be for an indefinite period. An
employee may specify on the Employee Authorization Form the weekly amount to be
withheld from the employee's pay. The minimum weekly deduction is $2.50 and the
maximum deduction permitted is 10% of the employee's base gross weekly pay.
18. How does an employee change the amount of payroll deduction or
method of participation?
An employee may change or terminate his or her payroll deductions or
method of participation in the Plan by giving written notice to the Company. The
Employee Authorization Form may be used for this purpose. Any requested change
in or termination of payroll deductions will become effective as soon as
practicable following receipt by the Company of the employee's request.
19. What are the costs to persons who participate in the Plan?
Participants will incur no brokerage commissions or service charges for
the purchases made under the Plan. In addition, the Company will bear the
administrative costs of the Plan. If, however, a participant instructs the
Administrator to sell his or her shares, the brokerage fees and any transfer
taxes on such sale will be borne by the participant.
Purchases
20. What will be the price of Common Stock purchased under the Plan?
The Administrator will purchase shares of Common Stock directly from the
Company.
The price of shares of Common Stock purchased with reinvested dividends
will be the average of the high and low sales prices (as reported in The Wall
Street Journal -- Eastern Edition) for such shares based upon consolidated
trading as defined by the Consolidated Tape Association and reported as part of
the consolidated trading prices for New York Stock Exchange listed securities on
the dividend payment date. In the case of shares
7
<PAGE>
purchased with optional cash payments and payroll deductions, the purchase price
will be the average of such high and low sales prices on the Cash Payment
Purchase Date (see Question 24). If the New York Stock Exchange is not open on
the dividend payment date or the Cash Payment Purchase Date, as the case may be,
the price shall be the average of the high and low of such reported sales prices
on the next succeeding trading date.
21. How many shares of Common Stock will be purchased for participants?
The number of shares to be purchased depends on the amounts of the
participants' dividend, optional cash payments or payroll deductions, and the
average of the reported high and low sales prices of the Common Stock on the
dividend payment date, or Cash Payment Purchase Date for shares purchased with
optional cash payments and payroll deductions. Each participant's account will
be credited with the number of shares, including fractions computed to three
decimal places, equal to the amount of his or her cash dividend and the amount
of his or her optional cash payment or payroll deductions, if any, divided by
the purchase price per share (see Question 20).
Optional Cash Payments
22. How does the optional cash payment feature work?
The Plan permits participants to make optional cash payments of at least
$25 and up to $60,000 per calendar year for the purchase of additional shares of
Common Stock under the Plan. Such optional cash payments may be made by the
participants at any time. Any optional cash payment received from a participant
will be applied by the Administrator to purchase additional shares in the manner
and at such time as described below. Dividends on shares purchased with optional
cash payments will be automatically reinvested in shares of Common Stock.
23. How are optional cash payments made?
(a) By New Participants. Shareholders who elect to participate by making
optional cash payments in addition to reinvesting cash dividends on shares of
Common Stock registered in their names may make their initial optional cash
payment by sending a check to the Bank of Boston either with the completed
Shareholder Authorization Card or at any subsequent time with a completed
tear-off portion of the statement of account sent to participants after each
dividend reinvestment or optional cash payment for the participant's account.
Shareholders who elect to make only optional cash payments (and not to
reinvest all dividends), and employees and customers initially enrolling in the
Plan, must make their initial cash payment at the time the completed Shareholder
Authorization Card, Employee Authorization Form or Customer Authorization Card,
as the case may be, is sent to the Administrator by enclosing a check payable to
the Bank of Boston with such form.
(b) By Existing Participants via Check. Optional cash payments for the
purchase of additional shares of Common Stock under the Plan may be made by a
participant at any time by enclosing a check with the tear-off portion of the
statement of account received after each investment. The tear-off portion must
be used whenever an optional cash payment is made by an existing participant.
All optional cash payments should be sent to the Administrator, at The First
National Bank of Boston, Attention: Dividend Reinvestment Services, P.O. Box
370042, Boston, Massachusetts 02241-0742, which is the address indicated on the
tear-off portion of the statement of account.
8
<PAGE>
(c) By Existing Participants via Automatic Monthly Electronic Transfer.
Participants who have already established a Plan account may also make automatic
optional cash payments on a monthly basis for the purchase of additional shares
of Common Stock by means of an automatic electronic funds transfer from a
predesignated bank account in the United States. To initiate automatic optional
cash payments, participants must obtain an Automatic Cash Payment Card from the
Administrator, complete and sign such form, and return it to the Administrator
together with a voided blank check relating to the account from which funds are
to be drawn. Initial Automatic Cash Payment Cards will generally become
effective within thirty to forty-five days after receipt by the Administrator.
Automatic optional cash payments will be debited from such participant's
bank account and invested on a monthly basis only. Thus, once automatic optional
cash payments are initiated, funds will be drawn from such participant's
designated account on the business day preceding the first day of each month
(the Cash Payment Purchase Date, as defined in Question 24), and will be
invested in Common Stock beginning on such Cash Payment Purchase Date.
Regardless of whether optional cash payments are sent by check or transferred
electronically, participants must submit optional cash payments in an amount of
at least $25 and may not exceed a total of $60,000 per calendar year.
Participants may change the amount of their automatic monthly optional
cash payments by completing and submitting to the Administrator a new Automatic
Cash Payment Card. Participants may terminate their automatic monthly optional
cash payments by notifying the Administrator in writing. To be effective with
respect to the next Cash Payment Purchase Date, however, the new Automatic Cash
Payment Card or termination notice must be received by the Administrator at
least five business days preceding such purchase date.
24. When should optional cash payments be sent?
Optional cash payments made by check must be received by the
Administrator at least one business day prior to the date on which the
Administrator invests optional cash payments, called the "Cash Payment Purchase
Date." The "Cash Payment Purchase Date" is the first and the fifteenth day of
each month for optional cash payments made by check, and the first day of each
month for automatic monthly optional cash payments made by electronic funds
transfer, except that if any such day is not a business day, the next succeeding
business day.
No interest will be paid on optional cash payments received and held
pending investment. Consequently, it will normally be in the best interests of a
participant to submit any payments made by check such that it is received by the
Administrator shortly before (but no later than one business day prior to) the
applicable Cash Payment Purchase Date.
On written request, the Administrator will return any optional cash
payment made by check, or cancel any payment scheduled to be made by electronic
funds transfer, if such request is received by the Administrator at least five
business days prior to the applicable Cash Payment Purchase Date.
In the event that any check is returned unpaid for any reason, or a
participant's predesignated bank account does not have sufficient funds for an
automatic electronic funds transfer, the Administrator will consider the request
for investment of such optional cash payment null and void and shall immediately
remove from the participant's account any shares already purchased upon the
prior credit of such money. The Administrator shall thereupon be entitled to
sell any such shares to satisfy any uncollected amounts. If the net proceeds of
the sale of such shares are insufficient to satisfy the balance of such
uncollected amounts, the Administrator shall be
9
<PAGE>
entitled to sell such additional shares from the participant's account necessary
to satisfy the uncollected balance. The Administrator will not accept
third-party checks over $100.
The optional cash payment feature is designed to meet a participant's
particular cash situation and investment intent at any given time. Plan
participants are not obligated to make optional cash payments or to continue to
do so. The amount of optional cash payments may also vary, subject to the
minimum payment of $25 and the annual maximum of $60,000. The Company may
suspend the optional cash payment feature at any time. (See Question 38).
Reports
25. What kind of reports will be sent to participants in the Plan?
Participants in the Plan will receive statements of their accounts
following each reinvestment of dividends and each investment of an optional cash
payment or payroll deduction amount, if any. These statements are the
participants' continuing records of the cost of their purchases and should be
retained for income tax purposes until the participants have disposed of all
shares they have purchased under the Plan.
In addition, as shareholders of the Company, participants will receive
copies of all materials sent to record holders of Common Stock, including
quarterly and annual reports, the notice of annual meeting and proxy statement
as well as any income tax information for reporting dividends paid or
reinvested.
Dividends
26. Will participants be credited with dividends on fractional shares?
Yes. If a dividend, or a combination of a dividend and optional cash
payment and any payroll deduction amount is not large enough to purchase a full
share, the participant will be credited with a fractional share computed to
three decimal places. Fractional shares will be entitled to dividends in the
same manner as full shares.
Participants should recognize that they are entitled to a dividend only
if declared by the Board of Directors of the Company.
Certificates
27. Will certificates be issued to participants for common stock
purchased?
Normally, certificates for shares of Common Stock purchased under the
Plan, whether through the reinvestment of dividends, optional cash payments or
payroll deductions, will not be issued to participants. The number of shares
credited to accounts under the Plan will be shown on participants' statements of
account. This reduces proliferation of certificates and protects against their
loss, theft or destruction.
Certificates for any number of whole shares credited to accounts under
the Plan will be issued upon the request of participants who wish to remain in
the Plan. This request should be mailed to the Administrator. Any remaining full
shares and fraction of a share will continue to be credited to participants'
accounts. Certificates for fractions of shares will not be issued to
participants under any circumstances.
10
<PAGE>
Participants may deposit to their Plan account any certificates they are
currently holding for shares not already part of the Plan, whereupon dividends
on those shares will be reinvested in accordance with the terms of the Plan. The
Administrator will cancel the certificates once received, and credit the
appropriate number of shares to the Plan balance. Participants should send such
certificates to the Administrator at the address listed in Question 3 via
certified and insured mail, as the participant bears the risk of loss in
transit.
A full statement of the designations, preferences, relative,
participating, optional, voting and other special rights, qualifications,
limitations and restrictions of each class and series of stock authorized to be
issued and of the authority of the Board of Directors to divide the shares into
classes or series and to determine and change the relative rights, preferences
and limitations of any class or series, will be furnished to any shareholder
without charge upon request to Bank of Boston, as transfer agent.
28. In whose name will certificates be registered when issued?
Accounts under the Plan are maintained in the names in which the account
was initially opened or the names in which certificates of participants were
registered at the time they entered the Plan. Consequently, certificates for
whole shares will be similarly registered when issued.
29. May Common Stock held pursuant to the Plan be pledged?
Shares credited to a participant under the Plan may not be pledged. A
participant who wishes to pledge such shares must request that the certificates
be issued in the participant's name.
Withdrawal
30. How does a participant withdraw from the Plan?
Participants must notify the Administrator in writing in order to
withdraw from the Plan. When the participants withdraw from the Plan, or upon
termination of the Plan by the Company, certificates for whole shares credited
to their accounts under the Plan may be issued and cash payment will be made for
any fractions of shares. Upon withdrawal from the Plan, participants may request
that all shares, both whole and fractional, credited to their account in the
Plan be sold by the Administrator for their account. Such participants will
receive the proceeds of the sale, less any brokerage fees and transfer taxes
payable. When a withdrawing participant requests that the Administrator sell his
or her shares in the Plan, the transfer agent, Bank of Boston, will handle such
sale. All such sales are made in the open market and, as such, the sale price
will be determined by prevalent market conditions. Brokerage fees are determined
based upon the number of shares sold, and as of the date of this Prospectus
generally range from $.08 to $.25 per share.
Beneficial owners participating indirectly in the Plan through banks,
brokers or other nominees must contact such intermediary regarding withdrawal
from the Plan.
31. When may participants withdraw from the Plan?
Participants may withdraw all shares of Common Stock credited to their
Plan account at any time by notifying the Administrator in writing.
If the request to withdraw is received by the Administrator at least
five business days before the record date for any dividend payment on which the
dividends would otherwise be reinvested for a participant, the dividend
11
<PAGE>
reinvestment feature will be terminated on the day of receipt of the request by
the Administrator. (The record date for the payment of dividends ordinarily is
approximately fifteen days prior to the dividend payment date.) If the request
to withdraw is received by the Administrator after the date which is five
business days prior to the record date for any dividend payment, the dividend
payment for that quarter will, when paid, be reinvested and credited to the
participant's Plan account. The request for withdrawal will then be processed as
promptly as practicable. A shareholder may re-enroll in the Plan at any time
(see Question 33).
Optional cash payments may be stopped if written instructions to do so
are received by the Administrator at least five business days prior to the
applicable Cash Payment Purchase Date.
Other Information
32. What happens when participants sell or transfer all of the shares
registered in their name?
If a participant disposes of all certificated shares of Common Stock
registered in his or her name, the Administrator will continue to reinvest the
dividends on the shares credited to the participant's account under the Plan
until otherwise notified. If a participant holds less than one full share in the
Plan, the fractional share will automatically be sold and the net proceeds
mailed directly to such participant.
33. When may a shareholder rejoin the Plan?
Participants who withdraw from the Plan may again become participants at
any time as long as they are then eligible shareholders, eligible customers or
family members or employees (see Question 4).
34. What happens if the Company issues a stock dividend, declares a
stock split, or has a rights offering?
Any shares distributed by the Company in the event of a stock dividend
on shares (including fractional shares) credited to participants' Plan accounts,
or on any split of participants' shares, will be credited to the participants'
Plan accounts. In the event of a rights offering, the Administrator will sell
the rights on the open market and proportionally credit each participants'
account with the net proceeds of the sale, which then will be invested in
additional shares.
35. How will participants' shares be voted at meetings of shareholders?
Any shares held in the Plan for participants will be voted as the
participants direct. For each meeting of shareholders, participants will receive
a proxy card which will enable them to vote the shares registered in their names
as well as the shares held for them in the Plan, including fractions of a share
calculated to three decimal places.
36. What are the responsibilities of the Company and the Administrator
under the Plan?
The Company and its officers, directors, employees and agents, and Bank
of Boston, in administering the Plan, will not be liable for any act performed
in good faith or for any good faith omission to act, including, without
limitation, any claim of liability (a) arising out of failure to terminate a
participant's account upon such participant's death prior to the Administrator's
actual receipt of a notice in writing of such death from a person authorized to
give such notice, (b) with respect to the prices at which shares of Common Stock
are purchased for a participant's account and the times when such purchases are
made and (c) any fluctuation in market value before or after purchase or sale of
Common Stock.
12
<PAGE>
PARTICIPANTS SHOULD RECOGNIZE THAT NEITHER THE COMPANY NOR THE
ADMINISTRATOR CAN ASSURE A PROFIT OR PROTECT AGAINST A LOSS ON THE COMMON STOCK
PURCHASED UNDER THE PLAN.
37. What provision is made for foreign shareholders subject to income
tax withholding?
In the case of those foreign shareholders who elect to have their Common
Stock dividends reinvested or Common Stock purchased with optional cash payments
and whose Common Stock dividends are subject to United States income tax
withholding, an amount equal to the income tax payable with respect to such
dividends will be withheld and the balance reinvested for the purchase of Common
Stock.
38. May the Plan be changed or discontinued?
The Company reserves the right to suspend, modify or terminate the Plan
at any time without prior notice. The Company will send a notice to all
participants at their last known address as soon as practicable following any
such suspension, modification or termination.
39. Who interprets and regulates the Plan?
The officers of the Company may take such actions to carry out the Plan
as are not contrary to the terms and conditions of the Plan. In addition, the
Company reserves the right to interpret and regulate the Plan as it deems
desirable or necessary in connection with the operation of the Plan.
Furthermore, if it appears to the Company that any participant is using
or contemplating the use of the Plan in a manner or with an effect that, in the
sole judgment and discretion of the Company, is not in the best interests of the
Company or its other shareholders, then the Company may decline to issue all or
any portion of the shares of Common Stock for which any payment by or on behalf
of such participant is tendered. Such payment (or the portion thereof not to be
invested in shares of Common Stock) will be returned by the Company as promptly
as practicable, without interest.
FEDERAL INCOME TAX CONSEQUENCES
The following is a summary of certain federal income tax consequences of
participating in the Plan. Since this is only a summary and since state and
local tax laws may vary, a participant should consult his or her tax advisor to
determine the tax consequences of participating in the Plan.
Under Internal Revenue Service rulings, dividends which are reinvested
by a participant under the Plan will be treated, for federal income tax
purposes, as having been received by the participant in the form of a taxable
stock distribution rather than as a cash dividend. A participant whose dividends
are reinvested under the Plan in original issue Common Stock purchased from the
Company will therefore be treated as having received a distribution equal to the
fair market value, on the date such purchases are made, of the shares acquired
through such reinvestment.
A participant for whom shares of original issue Common Stock are
purchased from the Company with cash investments will not be treated as having
received a distribution with respect to the shares so purchased.
All distributions will be treated as dividends and will be taxable as
ordinary income to the extent of the Company's "earnings and profits." To the
extent that a distribution exceeds the Company's "earnings and
13
<PAGE>
profits" (which is not expected to be the case), it is deemed to be a return of
capital. A return of capital reduces a participant's basis in his shares, but
not below zero. To the extent a return of capital reduces a participant's basis,
it is treated as a capital gain. Form 1099 sent to each participant annually
will indicate the total amount of dividends paid to the participant.
A corporate recipient of dividends reinvested under the Plan will be
entitled to a dividends-received deduction allowed by Section 243 of the
Internal Revenue Code. However, if such corporate recipient is subject to the
alternative minimum tax, a portion of the dividends-received deduction will be
treated as an adjustment that increases alternative minimum taxable income.
A participant's basis in original issue shares purchased from the
Company with reinvested dividends will be equal to the fair market value of such
shares on the date such purchases are made. A participant's basis in original
issue shares purchased from the Company with cash investments will be equal to
the price paid for such shares.
A participant will not realize any taxable income when he receives
certificates for whole shares credited to his account, either upon request for
such certificates or upon withdrawal from or termination of the Plan.
A participant who receives, upon withdrawal from or termination of the
Plan, a cash adjustment for a fraction of a share credited to his account will
realize a gain or loss with respect to such fraction. Gain or loss will also be
realized by the participant when whole shares are sold pursuant to the
participant's request when he withdraws from the Plan or when whole shares are
sold or exchanged by the participant himself after the shares have been
withdrawn from the Plan. The amount of such gain or loss will be the difference
between the amount which the participant receives for his shares or fraction of
a share and his tax basis therefor less the portion, if any, of dividends
received thereon constituting a return of capital (nontaxable distributions) for
federal income tax purposes.
A participant's holding period for shares of Common Stock acquired
through the Plan will begin on the day following the purchase of such shares.
Under backup withholding rules, dividends which are reinvested pursuant
to the Plan may be subject to backup withholding at the rate of 31% unless the
participant (a) is a corporation or other form of exempt entity and, when
required, demonstrates this fact, or (b) provides the Administrator with the
participant's taxpayer identification number and certifies to no loss of
exemption from backup withholding and otherwise complies with applicable
requirements of the backup withholding rules.
USE OF PROCEEDS
The Company has no basis for estimating either the number of shares of
Common Stock that will ultimately be sold pursuant to the Plan or the aggregate
amount that the Company will receive for such shares. The net proceeds from any
such sales will be added to the working capital of the Company and will be
available for general corporate purposes.
LEGAL OPINIONS
The legality of the shares of Common Stock covered by this Prospectus
will be passed upon for the Company by LeBoeuf, Lamb, Greene & MacRae, LLP (a
limited liability partnership including professional corporations), New York,
New York, and Newark, New Jersey, counsel to the Company.
14
<PAGE>
EXPERTS
The consolidated financial statements and the related financial
statement schedules incorporated in this Prospectus by reference to the
Company's Annual Report on Form 10-K have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their reports with respect thereto, which
reports are incorporated herein by reference, and have been so incorporated in
reliance upon such reports, given the authority of that firm as experts in
accounting and auditing.
15
<PAGE>
================================================================================
No dealer, salesman or other individual has been authorized to give any
information or make any representations not contained in this Prospectus in
connection with the offering covered by this Prospectus. If given or made, such
information or representations must not be relied upon as having been authorized
by the Company. This Prospectus does not constitute an offer to sell, or a
solicitation of an offer to buy, the Common Stock in any jurisdiction where, or
to any person to whom, it is unlawful to make such offer or solicitation.
Neither the delivery of this Prospectus nor any sale made hereunder shall under
any circumstances create an implication that there has not been any change in
the facts set forth in this Prospectus or in the affairs of the Company or its
subsidiaries since the date hereof.
--------------------
TABLE OF CONTENTS
Page
-----
Available Information ................................................... 2
Incorporation of Certain Documents
by Reference .......................................................... 2
The Company.............................................................. 3
Description of the Plan ................................................. 3
Purpose .............................................................. 3
Advantages ........................................................... 3
Administration........................................................ 4
Participation......................................................... 4
Purchases............................................................. 7
Optional Cash Payments................................................ 8
Reports............................................................... 10
Dividends............................................................. 10
Certificates.......................................................... 10
Withdrawal............................................................ 11
Other Information..................................................... 12
Federal Income Tax Consequences.......................................... 13
Use of Proceeds.......................................................... 14
Legal Opinions .......................................................... 14
Experts ................................................................. 15
================================================================================
1,650,000 Shares
New Jersey Resources
Corporation
Common Stock
-------------
PROSPECTUS
-------------
____________ , 1995
================================================================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Registration Fee--Securities and Exchange Commission............. $12,076.00
New York Stock Exchange Listing Fee.............................. 1,500.00
Printing and engraving........................................... 28,000.00*
Legal fees....................................................... 19,000.00*
Accounting fees.................................................. 2,500.00*
Miscellaneous.................................................... 1,700.00*
----------
Total.......................................................... $64,776.00
==========
- ---------------------------------
* Estimated.
Item 15. Indemnification of Directors and Officers.
Article IX of the Company's By-laws provides as follows:
"Section l: (a) The Company shall indemnify to the fullest extent from
time to time permitted by law any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed
civil, criminal, administrative or arbitrative action, suit or proceeding,
and any appeal therein and any inquiry or investigation which could lead to
such action, suit or proceeding, other than a proceeding by or in the right
of the Company, by reason of the fact that he was a director, officer or
employee of the Company (and may indemnify any person who was an agent of
the Company), or a person serving at the request of the Company as a
director, officer, trustee or employee of another corporation, partnership,
joint venture, sole proprietorship, trust, employee benefit plan or other
enterprise, whether or not for profit, including without limitation
indemnification against liabilities (amounts paid or incurred in
satisfaction of settlements, judgments, fines and penalties) and expenses
(reasonable costs, disbursements and counsel fees) incurred by such person
in connection with such proceeding, if
(i) such person acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best
interest of the Company; and
(ii) with respect to any criminal proceeding, such person had
no reasonable cause to believe his conduct was unlawful.
The termination of any proceeding by judgment, order, settlement,
conviction or upon a plea of nolo contendere or its equivalent, shall not
of itself create a presumption that such person did not meet the applicable
standards of conduct set forth in Article IX, Section l(a)(i) or Section
l(a)(ii).
(b) The Company shall pay the expenses of a person in connection with
any proceeding by or in the right of the Company if he acted in good faith
and in a manner he reasonably believed to be in or not opposed to the best
interests of the Company. However, in such proceeding no indemnification
shall be provided in respect of any claim, issue or matter as to which such
person shall have been adjudged to be liable to the Company, unless and
only to the extent that the Superior Court or the court in which such
proceeding was brought shall determine upon application that despite the
adjudication of liability, but in view of all circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such
expenses as the Superior Court or such other court shall deem proper.
(c) Any indemnification under Section l(a) and, unless ordered by a
court, under Section l(b), may be made by the Company only as authorized in
a specific case upon a determination that indemnification is proper in the
circumstances because the director, officer, or employee met the applicable
standard of conduct set forth therein. Unless otherwise provided in the
certificate of incorporation or by-laws, such determination shall be made
(i) by the board of directors or a committee thereof, acting by a
majority vote of a quorum consisting of directors who were not parties
to or otherwise involved in the proceeding; or
(ii) if such a quorum is not obtainable, or, even if obtainable
and such quorum of the board of directors or committee by a majority
vote of the disinterested directors so directs, by independent legal
counsel, in a written opinion, such counsel to be designated by the
board of directors.
II-1
<PAGE>
(d) Expenses incurred by a director, officer or employee in connection
with such a proceeding shall be paid by the Company in advance of the final
disposition of the proceeding as authorized by the board of directors upon
receipt of an undertaking by or on behalf of such person to repay such
amount unless it shall ultimately be determined that he is entitled to be
indemnified as provided in this Section.
(e) The indemnification and advancement of expenses provided by or
granted pursuant to the other subsections of this Section shall not exclude
any other rights to which a person may be otherwise entitled provided that
no indemnification shall be made to or on behalf of a person if a judgment
or other final adjudication adverse to such person establishes that his
acts or omissions (a) were in breach of his duty of loyalty to the
corporation or its shareholders, (b) were not in good faith or involved a
knowing violation of law, or (c) resulted in receipt by the corporate agent
of an improper personal benefit.
(f) The Company shall have the power to purchase and maintain insurance
on behalf of any director, officer or employee of the Company against any
expenses incurred in any proceeding and any liabilities asserted against
him by reason of his being or having been such, whether or not the Company
would have the power to indemnify him against such expenses and liabilities
under the provisions of this Section. The Company may purchase such
insurance from, or such insurance may be reinsured in whole or in part by,
an insurer owned by or otherwise affiliated with the Company, whether or
not such insurer does business with other insureds.
(g) All rights of indemnification under this Section shall be
deemed a contract between the Company and the person entitled to
indemnification under this Section pursuant to which the Company and each
such person intend to be legally bound. Any repeal, amendment or
modification thereof shall be prospective only and shall not limit, but may
expand, any rights or obligations in respect of any proceeding whether
commenced prior to or after such change to the extent such proceeding
pertains to actions or failures to act occurring prior to such change.
(h) The indemnification and advancement of expenses provided by, or
granted pursuant to, this Section shall continue as to a person who has
ceased to be an officer, director or employee in respect of matters arising
prior to such time, and shall inure to the benefit of the heirs, executors,
and administrators of such person.
Subject to certain exceptions, the directors and officers of the
Company are insured under policies of insurance, within the limits and
subject to the limitations of the policies, against claims made against
them, including claims arising under the Securities Act of 1933, for acts
in the discharge of their duties. The premiums for such insurance are paid
for by the Company.
The Company has entered into indemnification agreements with each of
its directors and officers providing that the Company shall indemnify them
in every case that they may be indemnified pursuant to Section 14A:3-5 of
the New Jersey Business Corporation Act.
Item 16. Exhibits.
3.1 Restated Certificate of Incorporation of the Company, as amended
(incorporated by reference to Exhibit 3-1, Form 10-Q of the
Company for the quarter ended March 31, 1992).
3.2 By-laws of the Company (incorporated by reference to
Exhibit 3-2, Form 10-Q of the Company for the quarter
ended March 31, 1992).
4.1 Specimen Common Stock Certificate (incorporated by
reference to Exhibit 4-1, Registration No. 33-21872).
5.1 Opinion of LeBoeuf, Lamb, Greene & MacRae, L.L.P.
23.1 Consent of Deloitte & Touche LLP**
23.2 Consent of LeBoeuf, Lamb, Greene & MacRae, L.L.P.
(included in their opinion filed as Exhibit 5.1).
99.1 Form of Shareholder Authorization Card.**
99.2 Form of Employee Authorization Form.**
99.3 Form of Customer Authorization Card.**
99.4 Form of Automatic Cash Payment Card.**
---------
** Previously filed.
II-2
<PAGE>
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereto) which, individually or in
the aggregate, represent a fundamental change in the information set
forth in the registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report
pursuant to section 13(a) or section 15(d) of the Securities Exchange Act
of 1934 (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall
be deemed to be a new registration statement relating to the securities
offered therein and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised 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. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
II-3
<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-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Wall, New Jersey on March 3, 1995.
NEW JERSEY RESOURCES CORPORATION
By LAURENCE M. DOWNES
-------------------------------
Laurence M. Downes
Senior Vice President
and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date or dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
OLIVER G. RICHARD III Chairman, President and March 3, 1995
- ----------------------------------- Chief Executive Officer
Oliver G. Richard III
LAURENCE M. DOWNES Senior Vice President and March 3, 1995
- ----------------------------------- Chief Financial Officer
Laurence M. Downes
GLENN C. LOCKWOOD Vice President, Controller March 3, 1995
- ----------------------------------- and Chief Accounting Officer
Glenn C. Lockwood
* Director March 3, 1995
- -----------------------------------
Roger E. Birk
* Director March 3, 1995
- -----------------------------------
Bruce G. Coe
* Director March 3, 1995
- -----------------------------------
Joe B. Foster
* Director March 3, 1995
- -----------------------------------
Warren R. Haas
* Director March 3, 1995
- -----------------------------------
Shirley A. Jackson
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
Signature Title Date
--------- ----- ----
* Director March 3, 1995
- -----------------------------------
Dorothy K. Light
* Director March 3, 1995
- -----------------------------------
Donald E. O'Neill
* Director March 3, 1995
- -----------------------------------
Richard S. Sambol
* Director March 3, 1995
- -----------------------------------
Charles G. Stalon
* Director March 3, 1995
- -----------------------------------
Thomas B. Toohey
* Director March 3, 1995
- ----------------------------------
John J. Unkles, Jr.
*By GLENN C. LOCKWOOD
- ----------------------------------
Glenn C. Lockwood
Attorney-in-fact
</TABLE>
II-5
<PAGE>
EXHIBIT INDEX
The following exhibits, as indicated below, either are filed herewith or
have been heretofore filed with the Securities and Exchange Commission under the
Securities Act of 1933 or the Securities Exchange Act of 1934 and are
incorporated herein by reference thereto.
Exhibit 3. Articles of Incorporation and By-laws
<TABLE>
<CAPTION>
Description Exhibit SEC Filing Page*
----------- ------- ---------- -----
<C> <S> <C> <C> <C>
3.1 Restated Certificate of Incorporation of the 3.1 The Company's Quarterly
Company, as amended Report on Form 10-Q
for the quarter
ended March 31, 1992
3.2 By-laws of the Company 3.2 The Company's Quarterly
Report on Form 10-Q
for the quarter
ended March 31, 1992
Exhibit 4. Instruments Defining the Rights of Security Holders
Description Exhibit SEC Docket
----------- ------- ----------
4.1 Specimen Common Stock Certificate 4-1 33-218720
Exhibit 5. Opinion Re: Legality
FILED HEREWITH:
5.1 Opinion of LeBoeuf, Lamb, Greene & MacRae, L.L.P.
Exhibit 23. Consents of Experts and Counsel
23.1** The consent of Deloitte & Touche LLP to incorporation
by reference in this Registration Statement of its
reports included in the Company's Annual Report on Form
10-K, and the reference to its name under the caption
"Experts" in the Prospectus comprising part of this
Registration Statement.
23.2 The consent of LeBoeuf, Lamb, Greene & MacRae, L.L.P.
is contained in their opinion filed as Exhibit 5.1 to
this Registration Statement.
- -----------------------
</TABLE>
* This information included in the manually signed copy of the Registration
Statement and not in the EDGAR filing.
** Previously filed.
<PAGE>
Exhibit 99. Additional Exhibits
99.1** Form of Shareholder Authorization Card.
99.2** Form of Employee Authorization Form.
99.3** Form of Customer Authorization Card.
99.4** Form of Automatic Cash Payment Card.
- --------------
** Previously filed.
EXHIBIT 5.1
March 3, 1995
New Jersey Resources Corporation
1415 Wyckoff Road
Wall, New Jersey 07719
Re: Registration Statement on Form S-3, Covering 1,530,731
Shares of Common Stock, $2.50 Par Value, to be issued
under the Automatic Dividend Reinvestment Plan
Ladies and Gentlemen:
We are acting as counsel to New Jersey Resources Corporation (the
"Company") in connection with the Company's Automatic Dividend Reinvestment Plan
(the "Plan"). This opinion is being furnished to the Company in connection with
the filing of the above-referenced Registration Statement on Form S-3 (the
"Registration Statement") of the Company pursuant to the Securities Act of 1933,
as amended, for the purpose of registering 1,530,731 shares of the Company's
common stock, $2.50 par value (the "Additional Common Stock"), pursuant to the
Plan.
In connection with this opinion, we have examined the Registration
Statement and originals, or copies certified or otherwise identified to our
satisfaction, of such instruments, certificates, records and documents, and have
reviewed such questions of law, as we have deemed necessary or appropriate for
purposes of this opinion. In such examination, we have assumed the genuineness
of all signatures, the authenticity of all documents submitted to us as
originals, the conformity to the original documents of all documents submitted
as copies and the authenticity of the originals of such latter documents. As to
any facts material to our opinion, we have relied upon the aforesaid
instruments, certificates, records and documents and inquiries of Company
representatives.
Based upon the foregoing examination, we are of the opinion that the
Additional Common Stock, when issued pursuant to the Plan and in the manner
described in the Registration Statement, will be duly authorized, validly
issued, fully paid and non-assessable shares of Common Stock of the Company,
provided that:
(1) the Registration Statement has become and remains effective for the
purpose of the sale of the Additional Common Stock; and
(2) shares of the Additional Common Stock are duly credited to Plan
participants by the Administrator for the participants (and, with
respect to certificated shares of Common Stock of the Company, the
certificates representing such shares shall have been duly executed,
countersigned, registered and delivered) and, in each case, the
consideration therefor shall have been received by the Company.
We are, in this opinion, opining only on the laws of the State of New York
and of the State of New Jersey, and the federal law of the United States.
We consent to the use of this opinion letter as Exhibit 5.1 to the
Registration Statement and to the use of our name under the caption "Legal
Opinions" in the Prospectus filed as part of the Registration Statement and in
any amendments or supplements thereto.
Very truly yours,
LeBoeuf, Lamb, Greene & MacRae L.L.P.
