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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 14, 1996
REGISTRATION NO. 33-57711
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
NEW JERSEY RESOURCES CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
NEW JERSEY 22-2376465
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
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1415 WYCKOFF ROAD
WALL, NEW JERSEY 07719
(908) 938-1230
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
GLENN C. LOCKWOOD
SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
NEW JERSEY RESOURCES CORPORATION
1415 WYCKOFF ROAD
WALL, NEW JERSEY 07719
(908) 938-1230
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copy to:
ANDREW L. SOMMER, ESQ.
DEBEVOISE & PLIMPTON
875 THIRD AVENUE
NEW YORK, NEW YORK 10022
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/
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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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.
Shares of Common Stock needed for the Plan will be purchased directly from the
Company or on the open market, or both, at the Company's option. The purchase
price of shares of Common Stock purchased on the open market with reinvested
dividends, optional cash payments and payroll deductions will be the average
price of all shares purchased during the relevant Purchase Period (as defined
herein). The purchase price of shares of Common Stock purchased directly from
the Company will be (i) in the case of shares purchased with reinvested
dividends, 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 the 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,
and (ii) in the case of shares purchased with optional cash payments and payroll
deductions, the average of such high and low sales prices on the Cash Payment
Purchase Date (as defined herein).
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.
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 ________, 1996.
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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, 1995.
(b) The Company's Quarterly Report on Form 10-Q/A-1 for the
quarterly period ended December 31, 1995.
(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.
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THE COMPANY
The Company, a New Jersey corporation organized in 1982, is an exempt utility
holding company. 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 Company ("New Jersey Natural Gas"), the Company's
principal subsidiary, is a public utility which provides natural gas utility
service to more than 355,000 retail customers in central and northern New Jersey
and wholesale customers in 14 other states. Other subsidiaries of the Company
are engaged in gas marketing, energy management and related services.
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 simple and 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.
FEATURES
2. What are some of the features of the Plan?
Participants in the Plan have cash dividends on their shares automatically
reinvested in shares of Common Stock and may invest up to an additional $60,000
per calendar year (minimum payment $25) through optional cash payments for
shares of Common Stock. The Company will pay any brokerage fee, commission or
other service charge in connection with the purchase of shares for the Plan.
Participants will, in all events, be responsible for brokerage fees or
commissions payable on the sale of shares and any transfer tax (see Question
19).
In addition to holders of record of Common Stock, 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. Eligible employees may
also invest in shares of Common Stock through automatic payroll deductions (see
Question 4).
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. (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 also 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
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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 26)
regarding the Plan should be sent to the Administrator at:
The First National Bank of Boston
Dividend Reinvestment Services
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.
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. 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, 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
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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 27. 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 1, 1996 dividend, if the Shareholder
Authorization Card is received by the Administrator on or before March 15, 1996
(the anticipated record date for that dividend), the April dividend would be
reinvested. If the Shareholder Authorization Card is received after March 15,
1996, the first dividend reinvested would be the July 1996 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 25-27 for additional information about optional cash
payments made by any participant.
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, 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.
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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 25-27 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.
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.
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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?
There are no expenses charged to participants in connection with purchases of
shares under the Plan. All costs of administering the Plan and any brokerage
fees, commissions or other service charges incurred as a result of open market
purchases of shares will be paid by the Company. However, participants will be
required to pay brokerage fees or commissions and any transfer tax for sales of
shares by the Administrator under the Plan pursuant to a participant's
instructions.
PURCHASES
20. What is the source of shares purchased under the Plan?
Shares purchased under the Plan will, at the Company's direction, be purchased
from the Company or on the open market or both. The Administrator has full
discretion as to all matters relating to open market purchases, including
determination of the broker or brokers to be used, the number of shares, if any,
to be purchased on any day or at any time of day, the price paid for such
shares, the markets on which shares are purchased (including on any securities
exchange, in the over-the-counter market or in negotiated transactions) and the
persons (including brokers and dealers) from or through whom such purchases are
made. The Administrator may grant a broker discretion as to any or all of the
matters described above.
21. What is the purchase price of shares purchased under the Plan?
(a) Shares Purchased in the Open Market. The purchase price of shares purchased
in the open market will be the average price of all shares purchased during the
relevant "Purchase Period." "Purchase Period" as used in this Prospectus means
(i) in the case of shares purchased with reinvested dividends, the 30-day period
beginning with the dividend payment date, and (ii) in the case of shares
purchased with optional cash payments or payroll deductions, the 30-day period
beginning with the Cash Payment Purchase Date (as defined in Question 27).
(b) Newly Issued Shares Purchased from the Company. The purchase price of shares
purchased directly from the Company 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 purchased directly from the Company 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. 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.
22. When will shares be purchased under the Plan?
When shares are purchased on the open market with reinvested dividends, such
shares will be purchased each quarter beginning on the dividend payment date and
may continue to be purchased through the following thirty (30) days. The Company
normally pays dividends on its Common Stock on the 1st of January, April, July,
and October. When the shares are purchased on the open market with optional cash
payments and payroll deductions, such shares
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will be purchased bi-weekly beginning on the Cash Payment Purchase Date (as
defined in Question 27) and may continue to be purchased through the following
thirty (30) days.
When shares are purchased with reinvested dividends directly from the Company,
such shares will be purchased on the dividend payment date. When shares are
purchased directly from the Company with optional cash payments and payroll
deductions, such shares will be purchased on the Cash Payment Purchase Date.
23. 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 price of the
shares determined as provided in Question 21. 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 21).
24. When will shares be credited to the participants?
Shares will be credited to the Plan participants' accounts as of the day the
purchase price for all shares to be purchased during the relevant Purchase
Period has been determined.
OPTIONAL CASH PAYMENTS
25. 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.
26. 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 optional 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.
(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
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a bank that is a member of an automated clearinghouse. 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 27), 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.
27. 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 may begin to
invest 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 for payroll deductions, 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 shall be the Cash Payment Purchase Date.
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 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 41).
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REPORTS
28. 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
29. 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
30. 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 written 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.
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.
10
<PAGE> 12
31. 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.
32. 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
33. 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, commissions 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 and commissions are determined based upon the number of shares
sold.
Beneficial owners participating indirectly in the Plan through banks, brokers or
other nominees must contact such intermediary regarding withdrawal from the
Plan.
34. 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
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 36).
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
35. 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.
11
<PAGE> 13
36. 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).
37. 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.
38. 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.
39. 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.
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.
40. 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.
41. 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.
42. 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.
12
<PAGE> 14
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. A PARTICIPANT SHOULD CONSULT HIS OR HER TAX ADVISOR
TO DETERMINE THE TAX CONSEQUENCES OF PARTICIPATING IN THE PLAN IN LIGHT OF HIS
OR HER PARTICULAR STATUS (INCLUDING THE POTENTIAL APPLICATION OF FEDERAL, STATE,
LOCAL AND NON-U.S. TAX LAWS AND U.S. WITHHOLDING TAXES).
Under Internal Revenue Service rulings, dividends which are reinvested by a
participant under the Plan in original issue Common Stock purchased from the
Company 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 this manner 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 whose dividends are reinvested under the Plan in Common Stock
purchased on the open market will be treated as having received a distribution
equal to the amount of cash paid as the dividend, plus the amount of brokerage
fees or commissions paid by the Company on the participant's behalf.
A participant for whom shares of original issue Common Stock are purchased from
the Company with optional cash payments will not be treated as having received a
distribution with respect to the shares so purchased.
To the extent of the Company's "earnings and profits," all distributions
(including the amount of brokerage fees or commissions, if any, paid by the
Company on the participant's behalf) will be treated as dividends and will be
taxable as ordinary income. To the extent that a distribution exceeds the
Company's "earnings and 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
exceeds 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. Foreign
shareholders should see Question 40 as to potential U.S. withholding tax.
A participant's tax 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 tax basis in shares
purchased on the open market with dividends paid in cash will be equal to the
price paid for the shares (including the brokerage fees or commissions
attributable to such purchase). A participant's tax basis in original issue
shares purchased from the Company with optional cash payments 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.
13
<PAGE> 15
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, as adjusted to reflect 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
To the extent that newly issued shares are purchased under the Plan, the Company
has no basis for estimating either the number of shares that will ultimately be
sold, or the aggregate amount that the Company will receive for such shares. The
Company intends to apply the net proceeds from any such sales to the working
capital to be used by the Company's management for general corporate purposes.
LEGAL OPINIONS
The legality of the shares of Common Stock covered by this Prospectus has been
passed upon for the Company by LeBoeuf, Lamb, Greene & MacRae, L.L.P. (a limited
liability partnership including professional corporations), New York, New York
and Newark, New Jersey, counsel to the Company.
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.
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.
14
<PAGE> 16
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information ................................ 2
Incorporation of Certain Documents
by Reference ....................................... 2
The Company .......................................... 3
Description of the Plan .............................. 3
Purpose ............................................ 3
Advantages ......................................... 3
Administration ..................................... 3
Participation ...................................... 4
Purchases .......................................... 7
Optional Cash Payments ............................. 8
Reports ............................................ 10
Dividends .......................................... 10
Certificates ....................................... 10
Withdrawal ......................................... 11
Other Information .................................. 11
Federal Income Tax Consequences ...................... 13
Use of Proceeds ...................................... 14
Legal Opinions ....................................... 14
Experts .............................................. 14
</TABLE>
15
<PAGE> 17
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
<TABLE>
<S> <C>
Printing and engraving..................................................... 10,000 *
--------
Legal fees................................................................. 30,000 *
--------
Accounting fees............................................................ 2,500 *
--------
Miscellaneous.............................................................. 1,700 *
--------
Total ............................................................... $ 44,200 *
========
</TABLE>
* 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.
II-1
<PAGE> 18
(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.
(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.
II-2
<PAGE> 19
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,
Current Report on Form 8-K of the Company filed on December 1,
1995).
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 (filed herewith).
23.2 Consent of LeBoeuf, Lamb, Greene & MacRae, L.L.P. (included in
their opinion).**
24.1 Power of Attorney (filed herewith).
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.
ITEM 17. UNDERTAKINGS.
(a) 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 thereof) 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 with or
furnished to the Securities Exchange Commission by the registrant
pursuant to Section 13 or Section 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.
II-3
<PAGE> 20
(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.
(b) The undersigned registrant hereby undertakes 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.
(c) 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.
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, NEW JERSEY RESOURCES
CORPORATION CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS
ALL OF THE REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS
POST-EFFECTIVE AMENDMENT NO. 1 TO THE REGISTRATION STATEMENT TO BE SIGNED ON ITS
BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF WALL, STATE
OF NEW JERSEY ON MARCH 13, 1996.
NEW JERSEY RESOURCES CORPORATION
By /s/ GLENN C. LOCKWOOD
GLENN C. LOCKWOOD
SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
II-4
<PAGE> 21
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS POST-EFFECTIVE
AMENDMENT NO. 1 TO THE 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>
* Chairman and Director March 13, 1996
BRUCE G. COE
PRINCIPAL EXECUTIVE OFFICER:
/s/ LAURENCE M. DOWNES President, Chief Executive Officer March 13, 1996
LAURENCE M. DOWNES and Director
PRINCIPAL FINANCIAL AND
ACCOUNTING OFFICER:
/s/ GLENN C. LOCKWOOD Senior Vice President and March 13, 1996
GLENN C. LOCKWOOD Chief Financial Officer
* Director March 13, 1996
LEONARD S. COLEMAN
* Director March 13, 1996
JOE B. FOSTER
* Director March 13, 1996
HAZEL F. GLUCK
* Director March 13, 1996
WARREN R. HAAS
* Director March 13, 1996
LESTER D. JOHNSON
* Director March 13, 1996
DOROTHY K. LIGHT
* Director March 13, 1996
DONALD E. O'NEILL
* Director March 13, 1996
RICHARD S. SAMBOL
* Director March 13, 1996
CHARLES G. STALON
* Director March 13, 1996
JOHN J. UNKLES, JR.
By /s/OLETA J. HARDEN
OLETA J. HARDEN
Attorney-in-fact
</TABLE>
II-5
<PAGE> 22
EXHIBIT INDEX
Exhibit 3. Articles of Incorporation and By-laws
<TABLE>
<CAPTION>
DESCRIPTION EXHIBIT SEC FILING PAGE*
----------- ------- ---------- -----
<S> <C> <C> <C>
3.1 Restated Certificate of Incorporation 3.1 Incorporated by reference to
of the Company, as amended the Company's Quarterly Report
on Form 10-Q for the quarter
ended March 31, 1992
3.2 By-laws of the Company 3.2 Incorporated by reference to
the Company's Current Report
on Form 8-K filed on December 1, 1995
Exhibit 4. Instruments Defining the Rights of
Security Holders
DESCRIPTION EXHIBIT SEC DOCKET
----------- ------- ----------
4.1 Specimen Common Stock Certificate 4-1 Incorporated by reference to Registration
Number 33-21872
Exhibit 5. Opinion Re: Legality
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 (filed herewith).
23.2** The consent of LeBoeuf, Lamb, Greene
& MacRae, L.L.P. is contained in their
opinion previously filed as Exhibit 5.1.
Exhibit 24. Power of Attorney
24.1 Power of Attorney appointing Oleta J. Harden
an attorney-in-fact to sign and file with the
SEC this Post-effective Amendment No. 1 (filed herewith).
Exhibit 99. Additional Exhibits
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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.
* This information to be included in the manually signed copy of the
Registration Statement and not in the EDGAR filing.
** Previously filed.
II-6
<PAGE> 1
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
New Jersey Resources Corporation on Form S-3 of our reports dated October 31,
1995, appearing in and incorporated by reference in the Annual Report on Form
10-K of New Jersey Resources Corporation for the year ended September 30, 1995
and to the reference to us under the heading "Experts" in the Prospectus, which
is part of this Registration Statement.
/s/ DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
Parsippany, NJ
March 12, 1996
<PAGE> 1
Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Oleta J. Harden, his or her true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead in any
and all capacities, to sign in the name(s) and behalf of the undersigned, and to
file with the Securities and Exchange Commission under the Securities Act of
1933, as amended, Post-effective Amendment No. 1 to Registration Statement No.
33-57711 on Form S-3 and any subsequent amendments to said Registration
Statement with respect to the New Jersey Resources Corporation Automatic
Dividend Reinvestment Plan.
Dated: February 14, 1996
Wall, New Jersey
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<S> <C>
/s/ BRUCE G. COE /s/ LESTER D. JOHNSON
- ----------------------------------------------------- ------------------------------------------------
Bruce G. Coe Lester D. Johnson
/s/ LEONARD S. COLEMAN /s/ DOROTHY K. LIGHT
- ----------------------------------------------------- ------------------------------------------------
Leonard S. Coleman Dorothy K. Light
/s/ LAURENCE M. DOWNES /s/ DONALD E. O'NEILL
- ----------------------------------------------------- ------------------------------------------------
Laurence M. Downes Donald E. O'Neill
/s/ JOE B. FOSTER /s/ RICHARD S. SAMBOL
- ----------------------------------------------------- ------------------------------------------------
Joe B. Foster Richard S. Sambol
/s/ HAZEL F. GLUCK /s/ CHARLES G. STALON
- ----------------------------------------------------- ------------------------------------------------
Hazel F. Gluck Charles G. Stalon
/s/ WARREN R. HAAS /s/ JOHN J. UNKLES, JR.
- ----------------------------------------------------- ------------------------------------------------
Warren R. Haas John J. Unkles, Jr.
</TABLE>
