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, 978-322-3000
(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, 978-322-3000
(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 $29.375* $11,750,000* $3,466.25
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 New York
Stock Exchange on December 26, 1997
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
New York Stock Exchange ("NYSE") 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, the par value of the Common Stock.
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 January 5, 1998. 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 SECURITIES AND
EXCHANGE 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 January 5, 1998
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, 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
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. Such material can also be reviewed
through the Commission's Electronic Data Gathering Analysis and
Retrieval System, which is publicly available through the
Commission's website (http://www.sec.gov). In addition, reports
and other information concerning the Company can be inspected
and copied at the offices of the New York Stock Exchange, Inc.,
20 Broad Street, New York, New York 10005.
THE COMPANY
The Company, a Massachusetts corporation formed in 1849,
is primarily a regulated natural gas distribution utility.
The Company serves over 149,000 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 NYSE under the trading symbol "CLG".
The executive offices of the Company are located at 40
Market Street, Lowell, Massachusetts 01852; telephone number
(978) 322-3000.
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?
Bank of Boston, N.A. (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:
BankBoston, N.A.
c/o Boston EquiServe
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:
BankBoston, N.A.
c/o Boston EquiServe
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
(781) 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 the NYSE 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, the par value of the Common
Stock. 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 NYSE 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
the NYSE. 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 the NYSE.
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?
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 were
to be sold at the minimum price of $3.33 per share would 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 LLP, One Beacon
Street, Boston, Massachusetts, counsel for the Company.
EXPERTS
The consolidated financial statements and schedule of
Colonial Gas Company and subsidiaries for each of three
years in the period ended December 31, 1996, 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, 1996, have been audited by Grant Thornton LLP,
independent certified public accountants, as indicated in
their reports with respect thereto. The consolidated
financial statements and schedule 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 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, 1996, of the Company filed pursuant to the
Exchange Act.
2. The Quarterly Report on Form 10-Q filed pursuant to
the Exchange Act for the quarter ended September 30, 1997 of the
Company.
3. The Quarterly Report on Form 10-Q filed pursuant to
the Exchange Act for the quarter ended June 30, 1997 of the
Company.
4. The Quarterly Report on Form 10-Q filed pursuant to
the Exchange Act for the quarter ended March 31, 1997 of the
Company.
5. The Current Report on Form 8-K filed by the Company with
the Commission on July 22, 1997, pursuant to the Exchange Act.
6. The description of the Company's Common Stock
contained in the Company's Registration Statement on Form
8-A filed on September 11, 1997, under the Exchange Act,
including the amendments or reports filed for the purpose
of updating such description.
7. 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 September 11,
1997 under the Exchange Act including the 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 Exchange 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
(978) 322-3000.
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, as amended (the "Securities Act"),
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 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 represents 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 have
the effect of discouraging third party tender offers or other
attempts to obtain control of the Company without the party
first negotiating with the Company's Board of Directors,
which can then take into account the interests of the
Company and its stockholders in evaluating the party's
proposal.
The description and terms of the Rights are set forth in
a Rights Agreement between the Company and BankBoston,
N.A. (f/k/a 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,
filed on November 22, 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 $11,000 and include the
registration fee ($3,466); printing costs
(approximately $2,500); legal, accounting and other
fees (approximately $4,939).
Item 15. Indemnification of Directors and Officers.
Section 67 of Chapter 156B of the Massachusetts General
Laws (made applicable to the registrant by Section 4 of Chapter
164) authorizes the registrant to indemnify directors and
officers to the extent provided by its articles of organization
or a by-law or vote adopted by the stockholders. Pursuant
to that authority, the registrant's By-laws provide that, subject
to the limitations of Section 67, the Company will indemnify
each person who may serve or who has served at any time as a
director or officer of the Company or of any of its subsidiaries,
or who at the request of the Company 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 Company or the proceeding seeks a declaratory
judgment regarding his own conduct); provided 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 Company, which approval shall not
unreasonably be withheld, or by a court of competent jurisdiction.
Such indemnification includes payment by the Company 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, which undertaking may be accepted without regard to
the financial ability of such person to make repayment. The
indemnification provided by the Company's By-laws is expressly not
exclusive of any other rights to which a director or officer may be
entitled by contract or otherwise under law, and inures to the
benefit of the heirs, executors and administrators of such a person.
The Company's Restated Articles of Organization eliminate directors'
personal liability to the Company and its stockholders for monetary
damages for breaches of fiduciary duty, except in circumstances
involving (i) breach of the director's duty of loyalty to the
Company or its stockholders, (ii) acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation
of law, (iii) violations of the corporate statutory limitations on
distributions to stockholders or loans to insiders, and (iv)
transactions from which the director derived an improper personal
benefit.
The Company maintains an insurance policy for itself and its
directors and officers covering certain liabilities which may arise
as a result of actions or omissions of such directors and officers.
Item 16. Exhibits
The following designated exhibits are, as indicated
below, either filed herewith or have been heretofore
filed with the Commission and are referred to and by
such reference incorporated herein.
Exhibit Exhibit
Number Reference
3a 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, 1996.
3b 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,
1996.
4a 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.
4b 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.
4c Form of Rights Agreement, dated as Incorporated herein
of December 1, 1993, between the by reference.
registrant and BankBoston, N.A.
(f/k/a The First National Bank of
Boston), as Rights Agent, together
with the following exhibits thereto:
(i) Form of Vote Establishing the
Series A-1 Junior Participating
Preferred Stock, (ii) Form of Rights
Certificate, and (iii) Summary of
Rights to Purchase Preferred Shares.
Filed as Exhibit 1 to the Company's
Registration Statement on Form 8-A filed
on November 22, 1993 (File No. 0-10007).
4d Second Supplemental Indenture, Incorporated herein
executed on September 27, 1995 by reference.
relating to the Secured Medium
Term Notes, Series A, filed as
Exhibit 4(c) to the Registrant's
Form 10-K for the fiscal year ended
December 31, 1995.
4e Amendment to Second Supplemental Incorporated herein
Indenture, dated as of October by reference.
12, 1995, relating to the Secured
Medium Term Notes, Series A, filed
as Exhibit 4(d) to the Registrant's
Form 10-K for the fiscal year ended
December 31, 1995.
4f Third Supplemental Indenture, dated Filed herewith as
as of December 15, 1995 to Second Exhibit 4f.
Amended and Restated First Mortgage
Indenture
4g Revolving Credit Agreement for Incorporated herein
Colonial Gas Company, dated as by reference.
of September 12, 1997, filed as
Exhibit 4(e) to Form 10-Q of
the Registrant for the quarter ended
September 30, 1997.
4h Revolving Credit Agreement for Incorporated herein
Massachusetts Fuel Inventory Trust, by reference.
dated as of September 12, 1997,
filed as Exhibit 4(f) to Form 10-Q
of the Registrant for the quarter
ended September 30, 1997.
4i 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.
4j Security Agreement and Assignment of Incorporated herein
Contracts, dated as of September 12, by reference.
1997 made by Massachusetts Fuel
Inventory Trust in favor of Fleet
National Bank as Agent for designated
banks, filed as Exhibit 4(h) to Form 10-Q
of the Registrant for the quarter ended
September 30, 1997.
4k 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.
5 Opinion re: legality. Filed herewith as
Exhibit 5.
23a Consent of Grant Thornton LLP. Filed herewith as
Exhibit 23a.
23b Consent of Palmer & Dodge LLP. Contained in
Exhibit 5 hereto.
24 Power of Attorney. Included on the
signature page
attached hereto.
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;
(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; notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more
than a 20 percent change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the
effective 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 15(d) of the Exchange Act that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any
liability under the Securities Act, 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, each filing of the registrant's
annual report pursuant to Section 13(a) or 15(d) of
the Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d)
of the Exchange Act) 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, 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 5th day of
January, 1998.
COLONIAL GAS COMPANY
s/F.L. Putnam, III
President 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 Timothy A. Clark
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 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,
this registration statement has been signed below by the
following persons in the capacities and on the dates
indicated.
Officers:
Principal Executive Officer: Date:
s/F.L. Putnam, III, President and January 5, 1998
Chief Executive Officer
Principal Financial Officer:
s/Nickolas Stavropoulos, January 5, 1998
Executive Vice President-Finance,
Marketing & Chief Financial Officer
Principal Accounting Officer:
s/Dennis W. Carroll, Vice President January 5, 1998
and Treasurer
FORM S-3
Directors: Date:
s/J.P. Harrington January 5, 1998
s/R.L. Hull January 5, 1998
s/R.A. Perkins January 5, 1998
s/F.L. Putnam, Jr. January 5, 1998
s/F.L. Putnam, III January 5, 1998
s/A.B. Sides, Jr. January 5, 1998
s/M.M. Stapleton January 5, 1998
s/N. Stavropoulos January 5, 1998
s/C.O. Swanson January 5, 1998
EXHIBIT INDEX
Exhibit Exhibit
Number Reference
3a 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, 1996.
3b 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,
1996.
4a 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.
4b 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.
4c Form of Rights Agreement, dated as Incorporated herein
of December 1, 1993, between the by reference.
registrant and BankBoston, N.A.
(f/k/a The First National Bank of
Boston), as Rights Agent, together
with the following exhibits thereto:
(i) Form of Vote Establishing the
Series A-1 Junior Participating
Preferred Stock, (ii) Form of Rights
Certificate, and (iii) Summary of
Rights to Purchase Preferred Shares.
Filed as Exhibit 1 to the Company's
Registration Statement on Form 8-A filed
on November 22, 1993 (File No. 0-10007).
4d Second Supplemental Indenture, Incorporated herein
executed on September 27, 1995 by reference.
relating to the Secured Medium
Term Notes, Series A, filed as
Exhibit 4(c) to the Registrant's
Form 10-K for the fiscal year ended
December 31, 1995.
4e Amendment to Second Supplemental Incorporated herein
Indenture, dated as of October by reference.
12, 1995, relating to the Secured
Medium Term Notes, Series A, filed
as Exhibit 4(d) to the Registrant's
Form 10-K for the fiscal year ended
December 31, 1995.
4f Third Supplemental Indenture, dated Filed herewith as
as of December 15, 1995 to Second Exhibit 4f.
Amended and Restated First Mortgage
Indenture
4g Revolving Credit Agreement for Incorporated herein
Colonial Gas Company, dated as by reference.
of September 12, 1997, filed as
Exhibit 4(e) to Form 10-Q of
the Registrant for the quarter ended
September 30, 1997.
4h Revolving Credit Agreement for Incorporated herein
Massachusetts Fuel Inventory Trust, by reference.
dated as of September 12, 1997,
filed as Exhibit 4(f) to Form 10-Q
of the Registrant for the quarter
ended September 30, 1997.
4i 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.
4j Security Agreement and Assignment of Incorporated herein
Contracts, dated as of September 12, by reference.
1997 made by Massachusetts Fuel
Inventory Trust in favor of Fleet
National Bank as Agent for designated
banks, filed as Exhibit 4(h) to Form 10-Q
of the Registrant for the quarter ended
September 30, 1997.
4k 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.
5 Opinion re: legality. Filed herewith as
Exhibit 5.
23a Consent of Grant Thornton LLP. Filed herewith as
Exhibit 23a.
23b Consent of Palmer & Dodge LLP. Contained in
Exhibit 5 hereto.
24 Power of Attorney. Included on the
signature page
attached hereto.
Exhibit 4f
COLONIAL GAS COMPANY
Third Supplemental Indenture
dated as of December 15, 1995 to Second
Amended and Restated First Mortgage Indenture
The above Supplemental Indenture was filed for recordation
in Massachusetts as follows:
Location Date Reference
Secretary of the _______ Document Nos.______
Commonwealth ______ and ______
Barnstable County _______ Instrument No. ______
Book ______ Page ______
Barnstable County, _______ Document No. ______
Land Registration Certificates of Title Nos.
______, ______ and ______
Middlesex County, _______ Instrument No. ______
North Division Book ______, Page ______
Middlesex County, _______ Instrument No.______
South Division Book ______, Page ______
Plymouth _______ Instrument No.______
Book ______, Page ______
THIS SUPPLEMENTAL INDENTURE, dated as of December 15, 1995
(hereinafter referred to as this "Supplemental Indenture" or this
"Instrument"), made and entered into by and between COLONIAL GAS
COMPANY (formerly named "Lowell Gas Company"), a corporation duly
organized and existing under the laws of The Commonwealth of
Massachusetts, having its principal place of business at 40
Market Street, Lowell, Massachusetts (hereinafter referred to as
the "Company"), and THE FIRST NATIONAL BANK OF BOSTON, a national
banking association, having its principal place of business at
100 Federal Street, Boston, Massachusetts, as Trustee
(hereinafter referred to as the "Existing Trustee") under the
Second Amended and Restated First Mortgage Indenture dated as of
June 15, 1992, as supplemented by the First Supplemental
Indenture dated as of June 15, 1992 and the Second Supplemental
Indenture dated as of August 1, 1995 and amended as of October
12, 1995 (as so supplemented, the "Indenture"), which amends,
restates and supplements the amended and Restated First Mortgage
Indenture dated as of July 1, 1981 from the Company to State
Street Bank and Trust Company, as supplemented by the First to
Eighth Supplemental Indenture thereto, inclusive, which amended,
restated and supplemented the First Mortgage Indenture and Deed
of Trust dated as of June 1, 1951 from Lowell Gas Company to
State Street Bank and Trust Company, as supplemented by the First
to Twenty-Second Supplemental Indentures thereto, inclusive, and
the Indenture of Trust and First Mortgage dated as of April 1,
1950 from Cape Cod Gas Company (which has been merged into and
with the Company) to State Street Bank and Trust Company, as
supplemented by the First to Twenty-Fifth Supplemental Indenture,
thereto, inclusive.
WHEREAS, the Existing Trustee has sold and transferred
substantially all of its trust business and related assets to
STATE STREET BANK AND TRUST COMPANY (the "Successor Trustee"),
including its interests, rights and title as Trustee under the
Indenture (the "Transfer");
and
WHEREAS, Section 10.22 of the Indenture provides that any
corporation to which "substantially all of the business and
assets of the (existing) Trustee may be transferred" shall become
a successor Trustee under the Indenture so long as such
corporation is qualified to serve as Trustee under Sections 4.02
and 10.01 of the Indenture; and
WHEREAS, the Successor Trustee has asserted that it is
qualified to serve as Trustee under Sections 4.02 and 10.01 of
the Indenture; and
WHEREAS, the Company, the Existing Trustee and the Successor
Trustee seek to clarify and confirm that the Transfer has
effectively empowered the Successor Trustee to act as trustee
under the Indenture without publication or other provision of
notice and without further action by the Company or the
Bondholders appointing the Successor Trustee as Trustee.
NOW THEREFORE, in consideration of the premises and
understandings set forth herein, and other good and valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged, the Company, the Existing Trustee and the Successor
Trustee hereby state as follows:
(1) The Successor Trustee hereby represents that it is
qualified and eligible under the provisions of Section 4.02 and
10.01 of the Indenture to be appointed successor Trustee, and
hereby accepts its appointment as successor Trustee as aforesaid.
(2) Pursuant to Section 12.01(d) of the Indenture, the
Company, the Existing Trustee and the Successor Trustee each
hereby acknowledge and agree that the Transfer permits the
Successor Trustee to become Trustee under the Indenture without
the Existing Trustee resigning under Section 10.17 of the
Indenture or being removed under Section 10.18 of the Indenture
and without the Successor Trustee being appointed by the
Directors of the Company or the Bondholders under Section 10.19
of the Indenture.
(3) Pursuant to Section 12.01(c) of the Indenture and in
connection with the foregoing, the Existing Trustee does hereby
confirm that effective as of the date hereof, it has GIVEN,
GRANTED, BARGAINED, SOLD, ASSIGNED, TRANSFERED AND SET OVER unto
the Successor Trustee, its successors and assigns forever, all
the rights and powers of the Trustee in and to the trust estate
and all rights, powers, trusts, duties and obligations of the
Trustee under the Indenture; and the Existing Trustee does hereby
pay over, assign, and deliver to the Successor Trustee any and
all money, if any, and property, if any, held by the Existing
Trustee as Trustee. The Company for the purpose of more fully
and certainly vesting in and confirming to the Successor Trustee
said estate, properties, rights, powers, trusts, duties and
obligations, and at the request of the Successor Trustee, joins
in the execution hereof.
(4) Notwithstanding the Transfer, the Company shall remain
obligated under the Indenture to compensate, reimburse and
indemnify the Existing Trustee for the period of its trusteeship
under the Indenture.
(5) Each of the Existing Trustee and the
Successor Trustee shall not be taken impliedly to waive by this
Supplemental Indenture any right it would otherwise have. As
provided in the Indenture, this Supplemental Indenture shall
hereafter form a part of the Indenture.
(6) Unless otherwise defined herein, all terms used herein
which are defined in the Indenture shall have the meanings
assigned to them in the Indenture.
(7) This Supplemental Indenture shall become void when the
Indenture shall be void.
(8) If any provision of this Supplemental Indenture limits,
qualifies or conflicts with the duties imposed by operation of
Section 318(c) of the Trust Indenture Act of 1939, as amended,
such imposed duties shall control.
(9) This Supplemental Indenture may be simultaneously
executed in any number of counterparts, each of which shall be
deemed an original; and all said counterparts executed and
delivered, each as an original, shall constitute but one and the
same instrument, which shall for all purposes be sufficiently
evidenced by any such original counterpart.
(10) This Instrument shall be governed by and construed in
accordance with the laws of the Commonwealth of Massachusetts.
IN WITNESS WHEREOF, COLONIAL GAS COMPANY has caused this
Supplemental Indenture to be executed, and its corporate seal to
be hereto affixed, by its officers thereunto duly authorized, and
THE FIRST NATIONAL BANK OF BOSTON has caused this Supplemental
Indenture to be executed, and its corporate seal to be hereto
affixed, by its officers thereunto duly authorized, and STATE
STREET BANK AND TRUST COMPANY has caused this Supplemental
Indenture to be executed, and its corporate seal to be hereto
affixed, by its officers thereunto duly authorized, all as of the
15th day of December, 1995.
COLONIAL GAS COMPANY
[Seal]
By s/Dennis W. Carroll
Vice President
By s/Dennis W. Carroll
Treasurer
Attest:
s/Timothy A. Clark
The Commonwealth of Massachusetts )
) ss.:
County of Middlesex )
On this 15th_ day of December, 1995 before me personally
appeared Dennis W. Carroll and Timothy A. Clark,
to me personally known, who, being by me duly sworn, did say that
they are the V.P. and Treasurer and Asst. Clerk,
respectively, of Colonial Gas Company, that the seal affixed to
the foregoing instrument is the corporate seal of said
corporation, and that said instrument was signed and sealed by
them on behalf of said corporation by authority of its Board of
Directors; and the said Dennis W. Carroll and Timothy A. Clark,
acknowledged said instrument to be the free
act and deed of said corporation.
[Seal]
/sSusan E. Mousseau
Notary
My Commission Expires: 4/3/98
THE FIRST NATIONAL BANK OF
BOSTON, as Existing Trustee
[Seal]
By s/Carol A. Anthony
Authorized Officer
Attest:
s/Cindy M. Beauolin
The Commonwealth of Massachusetts )
) ss.:
County of Middlesex )
On this 15th day of December, 1995 before me personally
appeared Carol A. Anthony, to me personally known,
who, being by me duly sworn, did say that he/she is an Authorized
Officer of The First National Bank of Boston, that the seal
affixed to the foregoing instrument is the corporate seal of said
bank, and that said instrument was signed and sealed by him/her
on behalf of said bank, by authority of its Board of Directors;
and the said Carol A. Anthony, acknowledged said instrument
to be the free act and deed of said bank, as existing trustee.
[Seal]
s/Judith A. Mercurio
Notary
My Commission Expires: April 15, 1999
STATE STREET BANK AND
TRUST COMPANY, as Successor
Trustee
By s/Jill Olsen
Authorized Officer
Attest:
s/Todd R. Di Nezza
The Commonwealth of Massachusetts )
) ss.:
County of Middlesex )
On this 15th day of December, 1995 before me personally
appeared Jill Olson, to me personally known,
who, being by me duly sworn, did say that he/she is an Authorized
Officer of State Street Bank and Trust Company, that the seal
affixed to the foregoing instrument is the corporate seal of said
trust company, and that said instrument was signed and sealed by
him/her on behalf of said trust company, by authority of its
Board of Directors; and the said Jill Olson,
acknowledged said instrument to be the free act and deed of said
trust company, as successor trustee.
[Seal]
s/Cecil A. Gilbert
Notary
My Commission Expires: July 12, 2002
[End of Exhibit 4f to Form S-3 of Colonial Gas Company]
Exhibit 5
January 5, 1998
Colonial Gas Company
40 Market Street
Lowell, MA 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:
We are furnishing this opinion in connection with the
filing by Colonial Gas Company (the "Company") of 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 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 (which has been
succeeded by the Massachusetts Department of
Telecommunications and Energy (the "MDTE"), D.P.U./D.T.E. 97-
83, 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, provided that, in the event that
the aggregate price at which the Shares are issued exceeds
an amount equal to $45,896,060 less the principal amount of
any indebtedness with a maturity of more than one year sold
by the Company after the date hereof in excess of
$10,000,000 aggregate principal amount of such indebtedness,
further MDTE approval will be required. Except as set forth
in the preceding sentence, 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.
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 LLP
[End of Exhibit 5 to Form S-3 of Colonial Gas Company]
Exhibit 23a
Consent of Independent Certified Public Accountants
We hereby consent to the use of our reports dated
January 13, 1997, on the consolidated financial statements
and schedule of Colonial Gas Company and subsidiaries for
each of the three years in the period ended December 31,
1996, 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, 1996. We also consent to the reference to our
firm under the caption "Experts" in this Prospectus.
GRANT THORNTON LLP
Boston, Massachusetts
January 5, 1998
[End of Exhibit 23a to Form S-3 of Colonial Gas Company]
