SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
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 No.)
40 Market Street, Lowell, Massachusetts 01852
(Address of Principal Executive Offices) (Zip Code)
Cape Cod Division of Colonial Gas Company Savings Plan For
Local 13507 United Steelworkers of America AFL-CIO-CLC
(Full title of the plan)
Dennis W. Carroll, Vice President and Treasurer
Colonial Gas Company, 40 Market Street, Lowell,
Massachusetts 01852
(Name and address of agent for service)
(508) 458-3171
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Share * Price * Fee
Colonial Gas
Company Common
Stock, par value
$3.33 per share 75,000 shares $20.50 $1,537,500 $530.18
* Estimated solely for purposes of calculating the
registration fee pursuant to Rule 457(h) based on the
average of the high and low sale prices on June 7, 1994
as reported by the NASDAQ National Market System.
In addition, pursuant to Rule 416(c) under the
Securities Act of 1933, this registration statement
also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan
described herein.
PART II
Item 3. Incorporation of Documents by Reference.
There are hereby incorporated by reference in this
Registration Statement the following documents ("Incorporated
Documents") heretofore filed by Colonial Gas Company
(the "Company") or the Cape Cod Division of Colonial
Gas Company Savings Plan for Local 13507 United Steelworkers
of America AFL-CIO-CLC (the "Plan") with the Securities and
Exchange Commission (the "Commission") pursuant to the
Securities Exchange Act of 1934 (the "1934 Act"):
1. The Company's latest annual report filed pursuant to
Section 13(a) or 15(d) of the 1934 Act.
2. The Plan's latest annual report filed pursuant to Section
15(d) of the 1934 Act.
3. All other reports filed pursuant to Section 13(a) or
15(d) or the 1934 Act since the end of the fiscal year
covered by the annual reports referred to above.
4. The description of the Company's Common Stock contained
in its Registration Statement on Form S-2 (File No. 33-
34547) filed on May 15, 1990, under the Securities Act of
1933, including Form 10-C filed by the Company on July
29, 1992 (reporting increase in such outstanding shares
due to 3 for 2 stock split) and any other amendments or
reports filed for the purpose of updating such
description.
5. 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 and the Plan
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the 1934
Act after the date of this Registration Statement and prior
to the filing of a post-effective amendment which indicates
that all securities offered hereunder have been sold or
which deregisters all securities then remaining unsold shall
also be deemed to be Incorporated Documents and incorporated
by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. 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 7. Exemption from Registration Claimed.
Not applicable.
Item 8. 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 Description Reference
No.
4a Restated Articles of Organization of Incorporated herein
Colonial Gas Company dated April 19, by reference.
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 From 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 Exhibit by reference.
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
Fuel 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, 1993.
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 (as by reference.
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.
5 Opinion of Palmer & Dodge Filed herewith as
Exhibit 5. *
24.1 Consent of Grant Thornton Filed herewith as
Exhibit 24.
24.2 Consent of Palmer & Dodge Filed herewith as
part of Exhibit 5.
* The undersigned registrant undertakes that it will
submit or has submitted the Plan and any amendment thereto
to the Internal Revenue Service ("IRS") in a timely manner
and has made or will make all changes required by the IRS in
order to qualify the Plan.
Item 9. Undertakings.
(a) The undersigned registrant also 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 (a)(1)(i) and
(a)(1)(ii) do not apply if 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 each filing of the
annual report of the Cape Cod Division of Colonial Gas Company
Savings Plan for Local 13507 United Steelworkers of America
AFL-CIO-CLC 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 herein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(h) 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
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-8, 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 10th 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-
8 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-8
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
FORM S-8
The Plan
Pursuant to the requirements of the Securities Act of
1933, the Plan has duly caused this registration statement
to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Lowell, and Commonwealth of
Massachusetts, on the 10th day of June, 1994.
CAPE COD DIVISION OF
COLONIAL GAS COMPANY
SAVINGS PLAN FOR LOCAL
13507 UNITED STEELWORKERS
OF AMERICA AFL-CIO-CLC
COLONIAL GAS COMPANY,
Plan Administrator
Barbara A. Field
Vice President - Human Resources
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-8
Relating to 75,000 shares of Common Stock,
Par Value $3.33 Per Share)
Dear Sirs:
You are filing a registration statement on Form S-8 (the
"Registration Statement") under the Securities Act of 1933,
as amended, with respect to 75,000 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 Savings Plan for Local 13507 United
Steelworkers of America AFL-CIO-CLC (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
thereof received by the Company in accordance with the terms
of the Plan, the Shares will be validly issued, fully paid
and non-assessable. 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.
Very truly yours,
PALMER & DODGE
[End of Exhibit 5 to Form S-8 of Colonial Gas Company]
Exhibit 24
We have issued our reports dated January 18, 1994,
accompanying the consolidated financial statements of
Colonial Gas Company appearing in the 1993 Annual Report of
the Company to its shareholders and accompanying the
schedules included in the Annual Report on Form 10-K for the
year ended December 31, 1993, which are incorporated by
reference in this Registration Statement. We have also
issued our report dated April 7, 1994, accompanying the
financial statements of Colonial Gas Company Savings Plan
for Local 13507 United Steelworkers of America AFL-CIO-CLC
appearing in the 1993 Annual Report on Form 11-K which is
incorporated by reference in this registration statement. We
consent to the incorporation by reference in the Registration
Statement of the aforementioned reports.
GRANT THORNTON
Boston, Massachusetts
June 10, 1994
[End of Exhibit 24 to Form S-8 of Colonial Gas Company]
