SECURITIES AND EXCHANGE COMMISSION
FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
COLONIAL GAS COMPANY
(Exact name of registrant as specified in its charter)
Massachusetts 04-1558100
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
40 Market Street, Lowell, Massachusetts 01852, 508-458-3171
(Address, including zip code, and telephone number,
including area code, of
registrant's principal executive offices)
Dennis W. Carroll, Vice President and Treasurer
Colonial Gas Company, 40 Market Street, Lowell,
Massachusetts 01852, 508-458-3171
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Approximate date of commencement of proposed sale to the public:
As soon as practicable after the Registration Statement
becomes effective.
If the only securities being registered on this Form are
being offered pursuant to dividend or interest reinvestment
plans, please check the following box. X
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, check the following box.
CALCULATION OF REGISTRATION FEE
Title of Proposed Proposed
each class maximum maximum
of Amount to aggregate aggregate Amount of
securities be price per offering registration
to be registered unit price fee
registered
Common 400,000 $20.50* $8,200,000* $2,827.61
Stock, par
value
$3.33 per
share
*Estimated solely for purposes of calculating the
registration fee pursuant to Rule 457(c) based on the
average of the high and low prices reported by the NASDAQ
National Market System on June 8, 1994
PROSPECTUS
Colonial Gas Company
Dividend Reinvestment and Common Stock Purchase Plan
The Dividend Reinvestment and Common Stock Purchase Plan
(the "Plan") of Colonial Gas Company (the "Company")
provides participants in the Plan with a convenient means of
investing dividends and making cash investments in
additional shares of the Company's Common Stock without
payment of any brokerage commission or service charge.
Participants in the Plan may:
Automatically reinvest, or invest, as the case may be,
cash dividends on all or some of their shares in shares
of Common Stock at a 5% discount from current market
prices.
Make optional cash investments of up to $5,000 per
calendar quarter in shares of Common Stock at current
market prices.
Deposit share certificates with the Plan's Agent for
safekeeping.
Make automatic monthly investments by electronic funds
transfer from their U.S. bank account.
Employees of the Company who are eligible to participate
have the additional option of utilizing payroll deductions
to make investments in Common Stock up to a total investment
of $5,000 per calendar quarter.
The price of shares of Common Stock purchased for
participants in the Plan with reinvested or invested
dividends will be 95% of the average of the daily averages
of the high and low prices for such stock as published in
the Eastern Edition of The Wall Street Journal report on the
NASDAQ National Market System ("NASDAQ") for the last five
trading days immediately preceding the date the investment
is made. The price of shares of Common Stock purchased with
optional cash investments, including payroll deductions,
will be 100% of such average. No purchases will be made at a
price below $3.33 per share.
Dividends on Common Stock will be invested on their
payment date. Optional cash investments, including payroll
deductions, will be invested monthly on the fifteenth day of
each month or, if that day is not a business day, on the
preceding business day.
This Prospectus relates to 400,000 authorized shares of
Common Stock of the Company, all of which shares were
unissued as of June 14, 1994. It is suggested that this
Prospectus be retained for future reference.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is June 14, 1994
TABLE OF CONTENTS
AVAILABLE INFORMATION
THE COMPANY
DESCRIPTION OF THE PLAN
PURPOSE
ADVANTAGES
ADMINISTRATION
ELIGIBILITY
PARTICIPATION BY SHAREHOLDERS
OPTIONAL CASH INVESTMENTS
OPTIONAL CASH INVESTMENTS THROUGH EMPLOYEE PAYROLL
DEDUCTIONS
PURCHASES
COSTS
REPORTS TO PARTICIPANTS
DIVIDENDS
CERTIFICATES FOR SHARES
TRANSFERS OF SHARES
CHANGING METHOD OF PARTICIPATION AND WITHDRAWAL
OTHER INFORMATION
TAX CONSEQUENCES
USE OF PROCEEDS
LEGAL OPINIONS
EXPERTS
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
INDEMNIFICATION OF DIRECTORS AND OFFICERS
SHAREHOLDER RIGHTS
AVAILABLE INFORMATION
Colonial Gas Company (the "Company") is subject to the
informational requirements of the Securities Exchange Act of
1934 and in accordance therewith files reports and other
information with the Securities and Exchange Commission (the
"Commission"). Information, as of particular dates,
concerning directors and officers of the Company, their
remuneration, any options granted to them (of which there
are none at the date hereof), the principal holders of
securities of the Company and any material interest of such
persons in transactions with the Company is disclosed in
proxy statements distributed to shareholders of the Company
and filed with the Commission. Reports, proxy statements and
other information filed by the Company with the Commission
can be inspected and copied at the public reference
facilities maintained by the Commission at Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C.
20549 and at the following regional offices of the
Commission: Seven World Trade Center, 13th floor, New York,
New York, 10048; and 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661. Copies of such material can also be
obtained from the Public Reference Section of the Commission
at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates.
THE COMPANY
The Company, a Massachusetts corporation formed in 1849,
is primarily a regulated natural gas distribution utility.
The Company serves utility customers in 24 municipalities
located northwest of Boston and on Cape Cod. Through its
subsidiary, Transgas Inc., the Company also provides over-
the-road transportation of liquefied natural gas, propane and
other commodities. The Common Stock of the Company is traded
on the NASDAQ National Market System under the trading symbol "CGES".
The executive offices of the Company are located at 40
Market Street, Lowell, Massachusetts 01852, 508-458-3171.
DESCRIPTION OF THE PLAN
The following is a question and answer statement of the
provisions of the Company's Dividend Reinvestment and Common
Stock Purchase Plan (the "Plan").
PURPOSE
1. What is the purpose of the Plan?
The purpose of the Plan is to provide participants with a
convenient means of reinvesting cash dividends on shares of
Common Stock of the Company, and making optional cash
investments in shares of the Company's Common Stock, in each
case without payment of any brokerage commission or service
charge. Shares of Common Stock purchased by participants
under the Plan will be acquired directly from the Company.
The Company plans to use the proceeds from the sale of its
Common Stock pursuant to the Plan for capital expenditures
for extensions, additions and improvements to the Company's
utility property or for the payment of obligations of the
Company incurred in connection with such expenditures.
ADVANTAGES
2. What are the advantages of the Plan?
The Plan provides participants with the opportunity to
reinvest, or invest, as the case may be, dividends in the
Company's Common Stock at a 5% discount from current market
prices, and offers several other advantages. Participants in
the Plan may (a) automatically reinvest, or invest, as the
case may be, cash dividends on some or all of their shares
of Common Stock or (b) continue to receive their cash
dividends on shares registered in their names and make
optional cash investments up to $5,000 per calendar quarter
or (c) both invest their cash dividends and make such
optional cash investments. Investments made by a participant
under the Plan are credited to a Plan account established
for each participant. Participants do not pay any commission
or service charge in connection with purchases under the
Plan. All costs of administration of the Plan will be paid
by the Company. 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. In addition, dividends in respect of such
fractions, as well as full shares, will be credited to
participants' accounts. Participants may avoid the necessity
for safekeeping of certificates for shares credited to their
accounts under the Plan. Regular statements of account
provide such participant with a record of all account
transactions.
ADMINISTRATION
3. Who administers the Plan for participants?
The First National Bank of Boston (the "Agent")
administers the Plan for participants, maintains records,
sends regular statements of account to participants and
performs other duties relating to the Plan. The Company
reserves the right to designate a different Agent for the
Plan at any time. In the event of any change in the Agent
for the Plan, participants will be duly notified.
All Authorization Forms, optional cash investments,
automatic monthly investment forms, direct deposit forms and
notices of withdrawal with the Agent should be sent to:
The First National Bank of Boston
Dividend Reinvestment
Mail Stop 45-01-06
P.O. Box 1681
Boston, MA 02105-1681
All other communications with the Agent should be sent to:
The First National Bank of Boston
Shareholder Services Division
Mail Stop 45-02-09
P.O. Box 644
Boston, MA 02102-0644
Participants may telephone the Agent between 8:00 a.m. and
7:00 p.m. Eastern Time at:
(800) 736-3001 from areas out of Massachusetts
(617) 575-3100 in Massachusetts
Please mention Colonial Gas Company and your account
number if available in all correspondence.
ELIGIBILITY
4. Who is eligible to participate in the Plan?
All holders of record of shares of Common Stock are
eligible to participate in the Plan. Beneficial owners of
the Company's stock whose shares are registered in names
other than their own (for example, a broker or bank nominee)
must either make appropriate arrangements for the nominee to
participate in the Plan or have their shares transferred
into their names in order to be eligible to participate.
Brokers or bank nominees owning Company Common Stock may
participate in the Plan through Depository Trust Company
Dividend Reinvestment Service.
PARTICIPATION BY SHAREHOLDERS
5. How does a shareholder join the Plan?
An eligible shareholder may join the Plan at any time by
completing an Authorization Form and returning it to the
Agent. An Authorization Form may be obtained at any time by
request to the the Agent at the address set forth under
Question 3, or from the Company, addressed to Investor
Relations, Colonial Gas Company, 40 Market Street, P.O. Box
3064, Lowell, Massachusetts 01853-3064. Those shareholders
who do not wish to participate in the Plan will continue to
receive cash dividends, as declared.
6. When will dividends be invested?
Cash dividends on the Company's Common Stock are normally
payable on the fifteenth day of March, June, September and
December. The "Investment Date" for reinvestment of a
dividend will be the payment date of the dividend, or, if
that day is not a business day, the preceding business day.
7. When must the Authorization Form be submitted?
If an Authorization Form signed by an eligible shareholder
entitled to a dividend is received by the Agent on or before
the last day of the month prior to the month during which
the payment date for a particular dividend occurs, that
dividend will be used to purchase additional shares of
Common Stock for the shareholder on the next applicable
dividend Investment Date. If the Authorization Form is
received by the Agent after the last day of the month prior
to the month during which the payment date for a particular
dividend occurs, then the reinvestment, or investment, as
the case may be, of dividends will not begin until the next
following applicable dividend Investment Date. For example,
in order to invest the quarterly Common Stock dividend
payable March 15, a shareholder's Authorization Form must be
received by the Agent no later than the last day of
February. If the Authorization Form is received after the
last day of February the dividend payable on March 15 will
be paid in cash, and the shareholder's participation in the
Plan will begin with the next dividend payment date (June
15). See Questions 11 and 13 for information concerning
optional cash investments and payroll deductions.
8. What does the shareholder Authorization Form provide?
The shareholder Authorization Form allows each eligible
shareholder to determine the extent to which he or she wants
to participate in the Plan. By checking the appropriate box
on the Authorization Form, a shareholder may indicate
whether he or she wants to (1) reinvest dividends paid on
all or some of the shares of Common Stock registered in his
or her name or (2) participate in the Plan by making
optional cash investments. A participant may change his or
her investment options at any time by submitting a new
Authorization Form.
OPTIONAL CASH INVESTMENTS
9. Who is eligible to make optional cash investments?
All participants, whether or not they have authorized the
investment or reinvestment of dividends, are eligible to
make optional cash investments if they have designated this
option on a signed Authorization Form. The Agent will apply
any optional cash investments received from a participant to
the purchase of shares of Common Stock for the account of
the participant on the next monthly cash Investment Date.
If a participant chooses to participate by making optional
cash investments only, the Agent will pay cash dividends on
any shares registered in the participant's name in the usual
manner and will apply any optional cash investment received
from the participant to the purchase of additional shares of
Common Stock for the participant's account on the next cash
Investment Date. Dividends payable on shares of Common Stock
purchased by optional cash investments will be automatically
reinvested in additional shares of Common Stock.
An initial cash investment may be made by a participant
when enrolling in the Plan by enclosing a check or money
order with the Authorization Form. Checks and money orders
should be made payable to the Agent. Do not send cash.
Thereafter, optional cash investments may be made by the use
of the cash payment form attached to the regular statement
of account sent to participants by the Agent or may be
deducted automatically on a monthly basis from a U.S. bank
account. See Question 12.
10. What are the limitations on making optional cash
investments?
The option to make cash investments is available to each
participant at any time. Optional cash investments by a
participant must be at least $10, and cannot exceed a total
of $5,000 per calendar quarter. The same investment need not
be made each month and there is no obligation to make an
optional cash investment each month.
11. When will optional cash investments received by the
agent be invested?
The "Investment Date" for optional cash investments will
be the fifteenth day of each month or, if that day is not a
business day, the preceding business day. Optional cash
investments received by the Agent on or before the fifth
business day prior to a cash Investment Date shall be
invested on such cash Investment Date. Optional cash
investments received after the fifth business day prior to a
cash Investment Date will be held by the Agent until the
next following cash Investment Date. Since no interest will
be paid by the Company or the Agent on optional cash
investments, you are strongly urged to make your optional
cash investments shortly before a cash Investment Date.
However, you should allow sufficient time to insure that
your optional cash investment will be received prior to the
fifth business day before the cash Investment Date. Optional
cash investments will be refunded if a written request for
refund is received by the agent at least two business days
prior to the Investment Date on which the cash investment
otherwise would have been invested.
12. What is the automatic monthly feature of the Plan and
how does it work?
Participants may make optional cash investments by means
of an automatic monthly investment of a specified amount
(not less than $10 per investment or more than $5,000 per
calendar quarter) by electronic funds transfer from a
predesignated U.S. bank account.
To initiate automatic monthly investments, the participant
must already have established a Plan account and must
complete and sign an Automatic Monthly Investment Form and
return it to the Agent together with a voided blank check
for the account from which funds are to be drawn. Automatic
Monthly Investment Forms may be obtained from both the Agent
and the Company. Forms will be processed and will become
effective as promptly as possible.
Once automatic monthly investments begin, funds in the
amount elected by the participant will be drawn from the
participant's designated U.S. bank account one business day
preceding the Investment Date of each month, and will be
invested in Common Stock beginning on that Investment Date.
A participant will not be required to write any additional
checks or mail any additional forms.
Participants may change or terminate their automatic
monthly investment by completing and submitting to the Agent
a new Automatic Monthly Investment Form. To be effective
with respect to a particular Investment Date, the new
Automatic Monthly Investment Form must be received by the
Agent no later than the first day of the month.
OPTIONAL CASH INVESTMENTS THROUGH EMPLOYEE PAYROLL
DEDUCTIONS
13. How do employees of the Company elect to participate
through payroll deductions?
Eligible Company employees (i.e., shareholders of record)
can participate through payroll deductions by completing a
Payroll Deduction Authorization Form (obtainable from the
Company's Personnel Department) which authorizes the Company
to deduct any amount specified by the employee, at least $10
and up to $5,000 per calendar quarter, from his or her
regular paychecks. The Agent will invest the accumulated
payroll deductions in Common Stock on each cash Investment
Date. If the employee has made optional cash investments in
any calendar quarter which, in addition to his or her
payroll deductions during such quarter, total less than $10
or exceed $5,000, the Agent will return to the employee any
amount received less than $10 or any excess received over
$5,000.
In order to commence payroll deductions, the Payroll
Deduction Authorization Form must be received by the Company
two weeks before the payday on which the employee wishes to
commence deductions. An employee for whom payroll deductions
have already been commenced may change the amount of his or
her deductions by submitting a new Payroll Deduction
Authorization Form, or other appropriate form which may be
obtained from the Company, two weeks before the payday on
which the employee wishes to have the amount changed. All
deductions made not later than the last day of the last full
payroll period ending in the month prior to a cash
Investment Date will be invested as of such cash Investment
Date. All deductions made after the last day of the last
full payroll period ending in the month prior to a cash
Investment Date will be held by the Company and invested on
the next succeeding cash Investment Date. No interest will
be paid by the Company or the Agent on payroll deductions.
PURCHASES
14. How many shares of Common Stock will be purchased for
participants?
The number of shares to be purchased for a participant
under the Plan depends on the amount of cash dividends to
which the participant is entitled, including cash dividends
on shares credited to the participant's account under the
Plan, the amount of any optional cash investments made, or
payroll deductions authorized by the participant, and the
purchase price of shares of the Company's Common Stock on
the applicable Investment Date. Each participant's account
will be credited with that number of shares, including
fractions computed to three decimal places, equal to the
total amount to be invested divided by the applicable
purchase price.
15. What will be the price of shares of Common Stock
purchased under the Plan?
The price of shares of Common Stock purchased for
participants in the Plan with dividends paid on Common
Stock, including dividends on the shares of Common Stock
credited to the participants' accounts under the Plan, will
be 95% of the average of the daily averages of the high and
low prices for such stock as published in the Eastern
Edition of The Wall Street Journal report on NASDAQ for the
last five trading days immediately preceding the applicable
Investment Date. The price of shares of Common Stock
purchased with optional cash investments, including payroll
deductions, will be 100% of such average. If a participant's
Authorization Form on file with the Agent does not indicate
that dividends on shares registered in the participant's
name should be reinvested, such dividends paid and
thereafter returned with instructions to purchase shares
under the Plan will be treated as an optional cash
investment. No purchases of Common Stock will be made at a
price below $3.33 per share. In other words, if the average
of the daily averages of the high and low prices for the
last five trading days immediately preceding the applicable
Investment Date is below $3.49, no dividends on shares of
Common Stock will be reinvested, or invested, as the case
may be, because 95% of such average is below $3.33. Optional
cash investments will be applied to the purchase of shares
of Common Stock so long as such average is not below $3.33.
If the applicable pricing formula for a purchase results in
a price below $3.33, the dividends or optional cash
investments received by the Agent for investment will be
paid or returned directly to the participant by check with
an explanatory note.
COSTS
16. What are the costs to participants in the Plan?
For Plan participants there are no brokers' commissions
and no service charges connected with stock purchases. The
Company pays these costs, along with any costs for
administration of the Plan. There is a fee for selling
shares upon termination of participation by a Plan
participant. See Question 27.
REPORTS TO PARTICIPANTS
17. What reports will be sent to participants in the Plan?
A participant will receive (1) as soon as practicable
after each purchase, but at least quarterly, a statement of
his or her account showing amounts invested, purchase price,
shares purchased and other information for the preceding
quarter, or lesser period, and the year to date, and (2) at
least annually, on or before January 31 of each year, a
statement showing the number of shares purchased, the dates
of the purchases and the fair market value of the shares on
the date of purchase. The fair market value of the Company's
Common Stock credited to the Participant's account on the
Investment Date will be the average of the high and low
prices for such stock as published in the Eastern Edition of
The Wall Street Journal report on the NASDAQ National Market
System ("NASDAQ") for the date the investment is made. The
year-end statement should be retained for income tax
purposes. In addition, each participant will receive copies
of each subsequent Prospectus for the Plan, as well as the
same communications sent to every other shareholder,
including the Company's quarterly reports, annual report,
notice of stockholders' meeting and proxy statements, and
Federal income tax information.
DIVIDENDS
18. Will participants be credited with dividends on shares
held in their accounts under the Plan?
Yes. The Company pays dividends, as declared, to the
record holders of all its shares of stock. As the record
holder for participants, the Agent will receive dividends
for all shares credited to participants' accounts on the
record date. The Agent will credit such dividends to
participants on the basis of full and fractional shares held
in their accounts, and will reinvest such dividends in
additional shares.
19. May participants have dividends on shares held in their
Plan accounts sent directly to them?
Yes. Through the Plan's partial dividend reinvestment
feature, participants may elect to receive cash dividends on
some shares and to reinvest the cash dividends on the
remainder of shares.
20. May participants have their cash dividends deposited
directly in their bank account?
Yes. Through the Company's direct deposit feature,
participants may elect to have any cash dividends not being
reinvested under the Plan paid by electronic funds transfer
to the participant's predesignated U.S. bank account. To
receive such dividends by direct deposit, participants must
first complete and sign the Direct Deposit Form and return
it to the Agent. Direct Deposit Forms are available upon
request from the Agent at the address set forth under
Question 3.
Direct Deposit Forms will be processed and will become
effective as promptly as practicable. Participants may
change the designated account for direct deposit or
discontinue this feature by written instruction to the
Agent.
CERTIFICATES FOR SHARES
21. Will stock certificates be issued for shares of Common
Stock purchased under the Plan?
Certificates will not be automatically issued to
participants for shares of Common Stock purchased under the
Plan. The number of shares credited to a participant's
account under the Plan will be shown on the participant's
statement of account. This additional service protects
against loss, theft, or destruction of stock certificates.
Certificates for any number of shares up to the number of
full shares credited to a participant's account under the
Plan will be issued upon written request of the participant.
Such a request should be mailed to the Agent at the address
set forth under Question 3. Any remaining full shares and
fractional shares will continue to be credited to the
participant's account. Certificates for fractional shares
will not be issued under any circumstances.
22. May participants deliver other shares of Common Stock
to the Plan for safekeeping?
Yes. Existing shares of Common Stock held by a participant
may be delivered to and consolidated with shares purchased
by the Plan and held in the participant's account. In this
way the Agent can maintain in safekeeping all shares of
Common Stock held by a participant and will provide the
participant a statement of account. In addition, a
participant may consolidate small holdings and fractional
shares. Participants may obtain additional information about
having the Agent hold shares by request mailed to the Agent
at the address set forth under Question 3.
23. In whose name will accounts be maintained and
certificates registered when issued?
An account for each participant will be maintained by the
Agent in the participant's name as shown on the Company's
records at the time the participant enrolls in the Plan.
When issued, certificates for full shares will be
registered in the name under which the account is
maintained. Upon written request, certificates also can be
registered and issued in names other than the account name.
See Question 24.
Shares credited to the account of a participant in the
Plan may not be acceptable as collateral for loans. In such
case, a participant who wishes to pledge such shares should
request that certificates for such shares be issued and
delivered to him or her.
TRANSFERS OF SHARES
24. How does a participant make a gift or transfer shares
within the Plan?
If a participant wishes to transfer the ownership of all
or part of the participant's shares held under the Plan to
a Plan account for another person who is eligible to
participate in the Plan or a family member of the
participant initiating the transfer, whether by gift or
otherwise, the participant may effect such transfer by
mailing a properly executed stock assignment ("Stock
Power"), to the Agent. Requests for transfer are subject to
the same requirements as for the transfer of Common Stock
certificates, including the requirement of a signature
guarantee on the stock assignment. Stock Power Forms are
available upon request from the Agent at the address set
forth under Question 3.
Shares gifted or transferred will continue to be held by
the Agent under the Plan. An account will be opened in the
name of the donee or transferee, if he or she is not
already a participant, and such donee or transferee will
automatically be enrolled in the Plan. If the donee or
transferee is not already a registered shareholder or a
Plan participant, the participant may make a reinvestment
election for the donee or transferee at the time the gift
or transfer. The donee or transferee may change the
reinvestment level after the gift or transfer has been made
as described under Question 25. The donee or transferee
will receive a statement showing the number of shares
gifted or transferred.
CHANGING METHOD OF PARTICIPATION AND WITHDRAWAL
25. How does a participant change his or her method of
participation?
A participant may change his or her method of
participation at any time by completing and submitting an
Authorization Form or other written request to the Agent at
the address set forth under Question 3.
26. When may a participant withdraw from the Plan?
A participant may withdraw from the Plan at any time. If
a notice of withdrawal is received by the Agent at least
ten days prior to the record date for the next dividend,
such dividend and all subsequent dividends will be paid in
cash to the withdrawing participant. If such notice of
withdrawal is received by the Agent subsequent to the date
specified, such dividend will be reinvested, or invested,
as the case may be, under the Plan for the participant's
account. All subsequent dividends will be paid in cash to
the withdrawing participant. Investment of any optional
cash investments will be cancelled upon receipt by the
Agent of such notice of withdrawal at least two business
days prior to the applicable Investment Date, and any
optional cash investments received prior to such withdrawal
date will be returned to the withdrawing participant.
Any shareholder who has withdrawn may re-enroll at any
time upon submission of an Authorization Form, as provided
under Question 5. Until such time, dividends will be paid
to such shareholder in cash.
27. How does a participant withdraw from the Plan?
In order to withdraw from the Plan, a participant must
write to the agent at the address set forth under Question
3, giving notice that he or she wishes to withdraw from the
Colonial Gas Company's Dividend Reinvestment and Common
Stock Purchase Plan. The participant's account number must
also be stated. To facilitate withdrawal the participant
may complete and forward the reverse side of the cash
payment form of the most recent account statement.
When a participant withdraws from the Plan, or upon
termination of the Plan by the Company, the Agent will
cause a certificate or certificates for the full shares
credited to the participant's account to be issued and
delivered to the participant. In every case of withdrawal
the participant's interest in any fractional share will be
converted to cash at a price equal to the closing price for
the Common Stock on the next business day after the
withdrawal request is received by the Agent, as published
in the Eastern Edition of The Wall Street Journal report on
NASDAQ. Upon withdrawal from the Plan, the participant may
also request in writing that some or all of the shares,
both whole and fractional, held in his or her Plan account
be sold. If the participant so requests, the Agent will
sell such shares and deliver to the participant the
proceeds, less a handling charge of 5% of the proceeds
received from such sale, or $5.00 (whichever is less), and
broker's commissions.
The participant's shares will be sold within ten business
days at the prevailing market price only upon receipt by
the Agent of clear written instructions to sell and the
proper documents to effect the sale. The documents should
be signed by the registered owner exactly as his or her
name appears on the Agent's records. If the shares are
registered in the name of a corporation, partnership, trust
or other fiduciary, or if a record owner has died, the
Agent requires certified and current evidence of authority
before accepting a request to sell shares of a participant.
28. How does a Company employee participating through
payroll deductions withdraw from the Plan?
In addition to the withdrawal notice sent to the Agent,
an employee who has elected to participate by means of
payroll deductions must notify the Company in writing to
discontinue the payroll deductions sufficiently in advance
of the employee's next paycheck to allow processing
(normally at least two weeks). After such notice is
received by the Company, no further payroll deductions will
be made and the accumulated amount withheld, if any, will
be paid to the employee in cash.
29. May a Company employee terminate his or her
participation through payroll deductions and still remain
in the Plan?
Yes. A Company employee who terminates his or her payroll
deductions may retain his or her Plan account. Dividends
paid on shares left in the participant's Plan account will
continue to be automatically reinvested. The participant
may also continue to make optional cash investments.
OTHER INFORMATION
30. What happens when a participant sells or transfers
all of the shares registered in his or her name on the
books of the Company?
If a participant disposes of all certificated shares of
stock registered in his or her name on the books of the
Company, the Agent will, unless otherwise instructed by the
participant, continue to reinvest the dividends on the
shares credited to his or her account under the Plan,
subject to the participant's right to withdraw from the Plan
at any time. However, if a participant has only a fractional
share of stock credited to his or her account under the Plan
on the record date for any cash dividend on the Common
Stock, the Company reserves the right not to reinvest any
additional dividends on such fractional share. If the
Company exercises this right, the participant will receive a
cash adjustment representing such fraction of a share plus
the amount of the cash dividend on such fraction. The cash
payment for the fractional share will be based on the
closing price of the Common Stock on the applicable
Investment Date for the cash dividend, as published in the
Eastern Edition of The Wall Street Journal report on NASDAQ.
31. If the Company sells additional shares of Common
Stock through a rights offering, how will the rights on
Plan shares be handled?
In a rights offering, the participant will receive rights
based upon his or her shares held of record and whole
shares credited to his or her account under the Plan.
32. What happens if the Company declares a dividend payable
in shares or a stock split?
Any dividend payable in shares or any split shares
distributed by the Company on shares credited to the
account of a participant under the Plan will be added to
the participant's account.
33. How are participant's shares held under the Plan voted?
All shares owned by the participant, whether they are
held by the shareholder or by the Agent, will be combined
for voting purposes. Each participant in the Plan will
receive a proxy indicating the total number of shares of
Common Stock held by the participant, including shares
registered in his or her name and shares credited to his or
her account under the Plan.
Proxy cards for the purpose of voting will be forwarded
to the participant. Alternatively, a participant may vote
the shares registered in his or her name and shares
credited to his or her Plan account in person at the
meeting.
If no instructions are received on a properly signed
proxy with respect to any item thereon, all of a
participant's shares (those registered in the
participant's name and those credited to the participant's
Plan account) will be voted in accordance with the
recommendations of the Company's management, just as for
non-participating shareholders who return proxies and do
not provide instructions. If the proxy is not returned or
if it is returned unsigned, none of the participant's
shares will be voted unless the participant votes in
person.
34. May the Plan be changed or discontinued?
While the Company hopes to continue the Plan
indefinitely, the Company reserves the right to amend,
suspend, modify or terminate the Plan at any time,
notwithstanding any other provisions of the Plan. Notice of
any such amendment, suspension, modification or termination
will be sent to participants. In the event the Plan is
suspended, it may be resumed upon notice sent to all
participants.
35. What are the responsibilities of the Company and the
Agent under the Plan?
The Company and the Agent administering the Plan will not
be liable for any act done in good faith or for any
omission to act in good faith, including, without
limitation, any claim of liability arising out of the
failure to terminate a participant's account upon such
participant's death prior to receipt of notice in writing
of such death, or with respect to the prices at which
shares are purchased or sold for a participant's account
and the times when such purchases or sales are made or with
respect to any fluctuation in market values after such
purchases or sales of shares.
The participant should recognize that neither the Company
nor the Agent can assure him or her of a profit or protect
him or her against a loss on the shares purchased by him or
her under the Plan.
36. Who interprets and regulates the Plan?
The Company reserves the right to interpret and regulate
the Plan as may be necessary or desirable in connection
with the operation of the Plan.
TAX CONSEQUENCES
37. Is there an exclusion of certain qualified restricted
dividends from gross income for federal income tax
purposes?
The Tax Reform Act of 1986 eliminated the exclusion under
the Internal Revenue Code for dividends reinvested under
the Plan. Consequently, for federal income tax purposes a
participant is deemed to receive on each dividend
Investment Date a dividend equal to the fair market value
of the Company's Common Stock credited to the participant's
account on the Investment Date, even though the cash
dividend amount is not actually received by the participant
but, instead, is used to purchase new shares for the
participant's account.
Additional tax information may be provided to
participants with the year-end Form 1099 information. For
tax consequences of participation in the Plan, including
federal, state and local income taxation, the participant
should consult his or her tax advisor.
USE OF PROCEEDS
Although the Company does not know whether all of the
400,000 shares of Common Stock covered by this Prospectus
will be sold, or the exact prices at which they will be
sold, the minimum aggregate proceeds if all such shares are
sold will be $1,332,000 before deducting expenses of the
offering. The net proceeds of such sales will be used for
capital expenditures for extensions, additions and
improvements to the Company's utility property or for the
payment of obligations of the Company incurred in
connection with such expenditures.
LEGAL OPINIONS
The validity of the Common Stock offered hereby is being
passed on for the Company by Palmer & Dodge, One Beacon
Street, Boston, Massachusetts, counsel for the Company.
EXPERTS
The consolidated financial statements and schedules of
Colonial Gas Company and subsidiaries for each of three
years in the period ended December 31, 1993, incorporated
by reference in this Registration Statement/Prospectus and
included in or incorporated by reference in Colonial Gas
Company's Annual Report on Form 10-K for the year ended
December 31, 1993, have been audited by Grant Thornton,
independent certified public accountants, as indicated in
their reports with respect thereto. The consolidated
financial statements and schedules incorporated by
reference in this Registration Statement/Prospectus and
included in or incorporated by reference in Colonial Gas
Company's Annual Report on Form 10-K have been incorporated
by reference herein in reliance on the reports of such
accountants given upon their authority as experts in
accounting and auditing.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents and information heretofore filed
by the Company with the Securities and Exchange Commission
are hereby incorporated by reference in this Prospectus and
shall be deemed a part hereof with such change as may have
been effected by any subsequent documents referred to
below:
1. The Annual Report on Form 10-K for the year ended
December 31, 1993, of the Company filed pursuant to the
Securities Exchange Act of 1934 (the "1934 Act").
2. The Quarterly Report on Form 10-Q filed pursuant to
the 1934 Act for the quarter ended March 31, 1994 of the
Company.
3. The description of the Company's Common Stock
contained in its registration statement under the 1934
Act and under the caption "Description of Common Stock"
in the Registration Statement on Form S-2 filed by the
Company with the Commission on April 25, 1990, under the
Securities Act of 1933, as amended by all documents
filed by the Company pursuant to Section 13, 14 or 15(d)
of the 1934 Act after that date and prior to the date
hereof.
4. The description of the Junior Participating
Preferred Stock Purchase Rights (one of such rights
being included with each outstanding share of the
Company's Common Stock), contained in the Company's
Registration Statement on Form 8-A filed on November 20,
1993 under Securities Exchange Act of 1934, including
any amendments or reports filed for the purpose of
updating such description.
All documents filed by the Company pursuant to Section
13, 14, or 15(d) of the 1934 Act after the date of this
Prospectus and prior to the termination of this offering of
Common Stock 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.
The Company hereby undertakes to provide without charge
to each person to whom a copy of this Prospectus has been
delivered, on the written 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. Written
request for such copies should be directed to Investor
Relations, Colonial Gas Company, 40 Market Street, P.O. Box
3064, Lowell, Massachusetts 01853-3064; telephone number
(508) 458-3171.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's Restated Articles of Organization and By-
Laws contain provisions which eliminate the personal
liability of directors for monetary damages to the Company
and its shareholders for breaches of fiduciary duty, except
to the extent applicable law otherwise requires, and which
require the Company to indemnify its Directors and officers
against certain liabilities arising out of their actions as
Directors and officers taken in good faith and in the
reasonable belief that such actions were in the best
interests of the Company.
Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to Directors
and officers of the Company pursuant to the foregoing
provisions, the Company has been informed that in the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in
the Act and is therefore unenforceable. If a claim should
arise for indemnification with regard to liability under
the federal securities laws the permissibility of such
claim may have to be resolved by a court of competent
jurisdiction.
SHAREHOLDER RIGHTS
Each share of the Company's Common Stock, including
shares purchased under the Plan, also represent one share
purchase right (a "Right"). The Rights, which are not
currently exercisable, under certain circumstances may
trade separately from the Common Stock and permit their
holders (other than a potential acquiror) to purchase at a
favorable price Common Stock, or other property or
securities of the Company or securities of the acquiror
with the result that the acquiror's interest in the Company
would be substantially diluted. The Rights could thereby
render more difficult or tend to discourage an attempt to
gain control of the Company that the Company's Board of
Directors did not approve. The Board of Directors of the
Company deemed it desirable and in the best interests of
the Company and its shareholders to establish the Rights in
order to enable to all shareholders of the Company to
realize the long-term value of their investment in the
event of a potential takeover that the Board of Directors
believes to be coercive or unfair.
The description and terms of the Rights are set forth in
a Rights Agreement between the Company and The First
National Bank of Boston, as Rights Agent, a copy of which
is filed with the Commission as an exhibit to a
Registration Statement on Form 8-A, dated November 9, 1993,
which is incorporated by reference into this Prospectus.
__________________
No dealer, salesman or any other person has been
authorized to give any information or to make any
representations other than those contained in this
Prospectus or in the documents or other information
incorporated herein by reference. If given or made, such
other information or representations must not be relied
upon as having been authorized by the Company. Neither the
delivery of this Prospectus nor any sale made hereunder
shall, under any circumstances, create any implication that
there has been no change in the affairs of the Company
since the date hereof. This Prospectus does not constitute
an offer by the Company to sell or a solicitation of an
offer to buy any securities in any State or jurisdiction to
any person to whom it is unlawful for the Company to make
such offer or solicitation in such State or jurisdiction.
This Prospectus relates only to the additional Common Stock
offered hereby and is not to be relied upon in connection
with the purchase or sale of any other securities of the
Company.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Total expenses are estimated at $10,000 and include the
registration fee ($2,828); printing costs
(approximately $2,500); legal, accounting and other
fees (approximately $4,672).
Item 15. Indemnification of Directors and Officers.
The Company's By-Laws contain the following
provisions:
The corporation shall, to the extent legally
permissible, indemnify each person who may serve or who
has served at any time as a director or officer of the
corporation or of any of its subsidiaries, or who at
the request of the corporation may serve or at any time
has served as a director, officer or trustee of, or in
a similar capacity with, another organization or an
employee benefit plan, against all expenses and
liabilities (including counsel fees, judgments, fines,
excise taxes, penalties and amounts payable in
settlements) reasonably incurred by or imposed upon
such person in connection with any threatened, pending
or completed action, suit or other proceeding, whether
civil, criminal, administrative or investigative, in
which he may become involved by reason of his serving
or having served in such capacity (other than a
proceeding voluntarily initiated by such person unless
he is successful on the merits, the proceeding was
authorized by the corporation or the proceeding seeks a
declaratory judgment regarding his own conduct);
provided that no indemnification shall be provided for
any such person with respect to any matter as to which
he shall have been finally adjudicated in any
proceeding not to have acted in good faith in the
reasonable belief that his action was in the best
interests of the corporation or, to the extent such
matter relates to service with respect to any employee
benefit plan, in the best interests of the participants
or beneficiaries of such employee benefit plan; and
provided, further, that as to any matter disposed of by
a compromise payment by such person, pursuant to a
consent decree or otherwise, the payment and
indemnification thereof have been approved by the
corporation, which approval shall not unreasonably be
withheld, or by a court of competent jurisdiction.
Such indemnification shall include payment by the
corporation of expenses incurred in defending a civil
or criminal action or proceeding in advance of the
final disposition of such action or proceeding, upon
receipt of an undertaking by the person indemnified to
repay such payment if he shall be adjudicated to be not
entitled to indemnification under this article, which
undertaking may be accepted without regard to the
financial ability of such person to make repayment.
A person entitled to indemnification hereunder
whose duties include service or responsibilities as a
fiduciary with respect to a subsidiary or other
organization shall be deemed to have acted in good
faith in the reasonable belief that his action was in
the best interests of the corporation if he acted in
good faith in the reasonable belief that his action was
in the best interest of such subsidiary or organization
or of the participants or beneficiaries of, or other
persons with interests in, such subsidiary or
organization to whom he had a fiduciary duty.
Where indemnification hereunder requires
authorization or approval by the corporation, such
authorization or approval shall be conclusively deemed
to have been obtained, and in any case where a director
of the corporation approves the payment of
indemnification, such director shall be wholly
protected, if:
(i) the payment has been approved or
ratified (1) by a majority vote of a quorum of the
directors consisting of persons who are not at that
time parties to the proceeding, (2) by a majority vote
of a committee of two or more directors who are not at
that time parties to the proceeding and are selected
for this purpose by the full board (in which selection
directors who are parties may participate), or (3) by a
majority vote of a quorum of the outstanding shares of
stock of all classes entitled to vote for directors,
voting as a single class, which quorum shall consist of
stockholders who are not at that time parties to the
proceeding; or
(ii) the action is taken in reliance upon
the opinion of independent legal counsel (who may be
counsel to the corporation) appointed for the purpose
by vote of the directors or in the manner specified in
clauses (1), (2), or (3) of subparagraph (i); or
(iii) the payment is approved by a court of
competent jurisdiction; or
(iv) the directors have otherwise acted in
accordance with the standard of conduct set forth in
the Massachusetts Business Corporation Law.
Any indemnification or advance of expenses under
this article shall be paid promptly, and in any event
within 30 days, after the receipt by the corporation of
a written request therefor from the person to be
indemnified, unless with respect to a claim for
indemnification the corporation shall have determined
that the person is not entitled to indemnification. If
the corporation denies the request or if payment is not
made within such 30 day period, the person seeking to
be indemnified may at any time thereafter seek to
enforce his rights hereunder in a court of competent
jurisdiction and, if successful in whole or in part, he
shall be entitled also to indemnification for the
expenses of prosecuting such action. Unless otherwise
provided by law, the burden of proving that the person
is not entitled to indemnification shall be on the
corporation.
The right of indemnification under this article
shall be a contract right inuring to the benefit of the
directors, officers and other persons entitled to be
indemnified hereunder and no amendment or repeal of
this article shall adversely affect any right of such
director, officer or other person existing at the time
of such amendment or repeal.
The indemnification provided hereunder shall inure
to the benefit of the heirs, executors and
administrators of a director, officer or other person
entitled to indemnification hereunder. The
indemnification provided hereunder may, to the extent
authorized by the corporation, apply to the directors,
officers and other persons associated with constituent
corporations that have been merged into or consolidated
with the corporation who would have been entitled to
indemnification hereunder had they served in such
capacity with or at the request of the corporation.
The right of indemnification under this article
shall be in addition to and not exclusive of all other
rights to which such director or officer or other
person may be entitled. Nothing contained in this
article shall affect any rights to indemnification to
which employees or agents of the corporation other than
directors and officers and other persons entitled to
indemnification hereunder may be entitled by contract
or otherwise under law."
The Company's Restated Articles of Organization contain
the following provisions:
No director shall be personally liable to the
corporation or its stockholders for monetary damages
for any breach of fiduciary duty by such director as a
director notwithstanding any provision of law imposing
such liability, except that, to the extent provided by
applicable law, this provision shall not eliminate or
limit the liability of a director (i) for breach of the
director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 61 or 62
of the Massachusetts Business Corporation Law or any
amendatory or successor provisions thereto or (iv) for
any transaction from which the director derived an
improper personal benefit. This provision shall not
eliminate or limit the liability of a director for any
act or omission occurring prior to the date upon which
this provision became effective, and no amendment or
repeal of this provision shall deprive a director of
the benefits hereof with respect to any act or omission
occurring prior to such amendment or repeal.
All directors and officers are covered by a Directors'
and Officers' Liability and Company Reimbursement Policy of
Insurance.
Item 16. Exhibits
The following designated exhibits are, as indicated
below, either filed herewith or have been heretofore
filed with the Securities and Exchange Commission and
are referred to and by such reference incorporated
herein.
Exhibit Exhibit
Number Reference
4a Restated Articles of Organization of Incorporated herein
Colonial Gas Company, dated April by reference.
19, 1989, as amended on July 16,
1992 and supplemented by a
certificate of vote of Directors
establishing a series of a class of
stock filed on November 30, 1993,
filed as Exhibit 3(a) to Form 10-K
of the Registrant for the year ended
December 31, 1993.
4b By-Laws of Colonial Gas Company, as Incorporated herein
amended to date, filed as Exhibit by reference.
3(b) to Form 10-K of the Registrant
for the year ended December 31,
1993.
4c Second Amended and Restated First Incorporated herein
Mortgage Indenture, dated as of June by reference.
1, 1992, filed as Exhibit 4(b) to
Form 10-Q of the Registrant for the
quarter ended June 30, 1992.
4d First Supplemental Indenture, dated Incorporated herein
as of June 15, 1992, filed as by reference.
Exhibit 4(c) to Form 10-Q of the
Registrant for the quarter ended
June 30, 1992.
4e Credit Agreement for Colonial Gas Incorporated herein
Company, dated as of June 27, 1990, by reference.
filed as Exhibit 10(a) to Form 8-K of
the Registrant for the quarter ended
June 30, 1990, as amended on December
24, 1991, filed as Exhibit 4(j) to
Form 10-K of the Registrant for the
year ended December 31, 1991, as
amended on July 27, 1993, filed as
Exhibit 4(a) to Form 10-Q of the
Registrant for the quarter ended
June 30, 1993.
4f Credit Agreement for Massachusetts Incorporated herein
Inventory Trust, dated as of by reference.
June 27, 1990, filed as Exhibit 10(b)
to Form 8-K of the Registrant for the
quarter ended June 30, 1990, as
amended on July 27, 1993, filed as
Exhibit 4(b) to Form 10-Q of the
Registrant for the quarter ended
June 30, 1990.
4g Purchase Contract, dated as of June Incorporated herein
27, 1990 between Massachusetts Fuel by reference.
Inventory Trust acting by and through
its Trustee, Shawmut Bank, N.A. and
Colonial Gas Company, filed as
Exhibit 10(e) to Form 8-K of the
Registrant for quarter ended
June 30, 1990.
4h Security Agreement and Assignment of Incorporated herein
Contracts, dated as of June 27, 1990 by reference.
made by Massachusetts Fuel Inventory
Trust in favor of The First National
Bank of Boston as Agent, for the
Ratable Benefit of the Secured
Parties Named Herein, filed as
Exhibit 10(c) to Form 8-K of the
Registrant for the quarter ended
June 30, 1990.
4i Trust Agreement, dated as of June 22, Incorporated herein
1990 between Colonial Gas Company by reference.
(as Trustor) and Shawmut Bank, N.A.
(as Trustee), filed as Exhibit 10(d)
to Form 8-K of the Registrant for
quarter ended June 30, 1990.
4j Registration Statement of the Incorporated herein
Registrant filed as Form S-3 on May by reference.
20, 1988. Commission file No. 2-
93005.
4k Registration Statement of the Incorporated herein
Registrant filed as Form S-3 on by reference.
December 4, 1991. Commission file
No. 33-44427.
5 Opinion re: legality. Filed herewith as
Exhibit 5.
23 Consents of experts and counsel Filed herewith as
Exhibit 23 and
incorporated in
Exhibit 5.
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 sets 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 (a)(1)(i) and
(a)(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 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.
(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.
SIGNATURES
The Registrant: 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 the City of
Lowell, Commonwealth of Massachusetts, on this 14 day of
June, 1994.
COLONIAL GAS COMPANY
F. L. Putnam, Jr.,
Chairman and Chief
Executive Officer
Power of Attorney: We, the undersigned officers and
directors of Colonial Gas Company, hereby severally
constitute and appoint Dennis W. Carroll and Carol E. Elden
and each of them singly, our true and lawful attorneys-in-
fact, with full power to them in any and all capacities, to
sign any amendments to this Registration Statement on Form S-
3 including any post-effective amendments thereto, and to
file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of
said attorneys-in-fact may do or cause to be done by virtue
hereof. Witness our hands and common seal on the dates set
forth below.
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 dates
indicated.
Officers:
Principal Executive Officer:
F. L. Putnam, Jr., Chairman and
Chief Executive Officer
Principal Financial Officer:
Nickolas Stavropoulos,
Vice President-Finance &
Chief Financial Officer
Principal Accounting Officer:
Dennis W. Carroll, Vice President
and Treasurer
FORM S-3
Directors:
V. W. Baur
A.C. Dudley
J. P. Harrington
H. C. Homeyer
R.L. Hull
K.R. Lydecker
F.L. Putnam, Jr.
F.L. Putnam, III
J.F Reilly, Jr.
A.B. Sides, Jr.
M.M. Stapleton
N. Stavropoulos
C.O. Swanson
G. E. Wik
Exhibit 5
PALMER & DODGE
One Beacon Street
Boston, Massachusetts 02108
Stanley Keller Telephone: (617) 573-0100
(617) 573-0217 Facsimile: (617) 227-4420
June 10, 1994
Colonial Gas Company
40 Market Street
Lowell, Massachusetts 01852
(Colonial Gas Company Registration Statement on Form S-3
Relating to 400,000 Shares of Common Stock,
Par Value $3.33 Per Share)
Dear Sirs:
You are filing a registration statement on Form S-3 (the
"Registration Statement") under the Securities Act of 1933,
as amended, with respect to 400,000 shares of Common Stock,
par value $3.33 per share (the "Shares"), of Colonial Gas
Company (the "Company") to be issued pursuant to the
Colonial Gas Company Dividend Reinvestment and Common Stock
Purchase Plan (the "Plan"). We are counsel to the Company
and we have examined such documents, certificates and
papers, including the order of the Massachusetts Department
of Public Utilities, D.P.U. 94-59, approving and authorizing
the issuance and sale of the Shares, and have made such
examination of law, as we considered necessary in order to
furnish this opinion.
Based on the foregoing, we are of the opinion that the
Shares have been duly and validly authorized by all
necessary action on the part of the Company and, when the
Shares have been issued and sold and the consideration
therefor received by the Company in accordance with the
terms of the Plan, the Shares will be validly issued, fully
paid and non-assessable. Upon the effective date of the
Registration Statement, no other authorization, consent or
approval by any regulatory authority will be required for
the valid issuance and sale of the Shares (except under the
securities laws of the several states, as to the
applicability of which we are not expressing an opinion).
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement and to the reference
to this firm under the caption "Legal Opinions" in the
Prospectus which forms part of the Registration Statement.
Very truly yours,
PALMER & DODGE
[End of Exhibit 5 to Form S-3 of Colonial Gas Company]
Exhibit 23
Consent of Independent Certified Public Accountants
We hereby consent to the use of our reports dated
January 18, 1994, on the consolidated financial statements
and schedules of Colonial Gas Company and subsidiaries for
each of the three years in the period ended December 31,
1993, incorporated by reference in this Registration
Statement on Form S-3 and Prospectus and such reports are
included in or incorporated by reference in Colonial Gas
Company's Annual Report on Form 10-K for the year ended
December 31, 1993. We also consent to the reference to our
firm under the caption "Experts" in this Prospectus.
GRANT THORNTON
Boston, Massachusetts
June 10, 1994
[End of Exhibit 23 to Form S-3 of Colonial Gas Company]
