As filed with the Securities and Exchange Commission on March 17, 1995
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
EnergyNorth, Inc.
(Exact name of registrant as specified in its charter)
New Hampshire
(State or other jurisdiction of incorporation or organization)
02-0363755
(I.R.S. Employer Identification No.)
P.O. Box 329
Manchester, NH 03105
(603) 625-4000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
ROBERT R. GIORDANO
Chief Executive Officer
EnergyNorth, Inc.
P.O. Box 329, Manchester, NH 03105
(603) 625-4000
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
Copies to:
RICHARD A. SAMUELS, ESQUIRE
McLane, Graf, Raulerson & Middleton
Professional Association
P.O. Box 326, Manchester, NH 03105
Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this Registration
Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [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
Proposed
Maximum Proposed
Offering Maximum
Title of Each Price Aggregate
Class of Per Offering Amount of
Securities to be Amount to be Unit Price Registration
Registered Registered (1) (1) Fee
Common Stock,
$1 Par Value 100,000 shs $16.88 $1,688,000 $582.07
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) (on the basis of the average of the high and low
prices of the Common Stock of EnergyNorth, Inc., as quoted by NASDAQ, on
March 10, 1995, a date within five business days prior to the date of filing
of this Registration Statement).
<PAGE>
100,000 SHARES
[Logo: Energy North]
Common Stock (Par Value $1)
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
The Dividend Reinvestment And Stock Purchase Plan (the "Plan") of
EnergyNorth, Inc. (the "Company") provides holders of record of the Common
Stock of the Company with a method of investing in additional shares of the
Common Stock of the Company.
Features of the Plan are:
- - --Automatic reinvestment of dividends paid on the Company's Common Stock.
- - --Participants may invest optional cash payments on a monthly basis ranging
from $50 per payment up to a maximum of $2,500 per quarter.
- - --Participants in the Plan will not pay any brokerage commissions, service
charges, or fees with respect to the reinvestment of dividends or purchase of
shares in connection with the Plan.
- - --A safekeeping service is available at no cost to the shareholder to hold
stock certificates and thereby protect against loss or theft.
The price of the shares of Common Stock of the Company purchased by
participants in the Plan with reinvested dividends will be 95 percent, and
with optional cash payments will be 100 percent, of the average of the daily
high and low sales prices of the Company's Common Stock as reported on the
consolidated tape for New York Stock Exchange listed securities administered
by the Consolidated Tape Association during the period of five consecutive
trading days ending on the Pricing Date (or the five consecutive trading days
immediately preceding the Pricing Date if the New York Stock Exchange is
closed on the Pricing Date), which in the case of reinvestment of cash
dividends is the dividend payment date and in the case of cash payments is
the dividend payment date and in months in which no cash dividend is paid is
the fifteenth day of the month or, if that day is not a business day, on the
following business day.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is March 17, 1995
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 and in accordance therewith files reports and other
information with the Securities and Exchange Commission (the "Commission").
Such reports, proxy statements and other information can be inspected and
copied at the public reference facilities of the Commission at 450 Fifth
Street, N.W., Room 1024, Washington, DC 20549 and at the Regional Offices of
the Commission at 7 World Trade Center, 13th Floor, New York, NY 10007 and
Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago, IL
60661. Copies of such material can be obtained from the Public Reference
Section of the Commission, Washington, DC 20549, at prescribed rates. The
Company will provide copies of certain documents or parts thereof that have
been incorporated by reference in this Prospectus but not delivered herewith
(not including exhibits to the information that is incorporated by reference
unless such exhibits are specifically incorporated by reference into such
information) without charge, to each person, including any beneficial owner,
to whom a Prospectus is delivered, upon written or oral request of such
person made to Michael J. Netkovick, Manager, Public and Investor Relations,
EnergyNorth, Inc. 1260 Elm Street, P.O. Box 329, Manchester, New Hampshire
03105; telephone (603) 625-4000, ext. 4267.
THE COMPANY
The Company is a New Hampshire business corporation primarily engaged in gas
distribution in southern and central New Hampshire.
The Company's executive offices are located at 1260 Elm Street, P.O. Box 329,
Manchester, New Hampshire 03105; telephone (603) 625-4000.
DESCRIPTION OF THE PLAN
The following is a statement of the provisions of the Plan:
Purpose
1. What is the purpose of the Plan? The Plan offers the holders of Common
Stock of the Company a convenient method for investing all or part of their
dividends in additional shares of the Company's Common Stock and, if
dividends are reinvested, for making voluntary additional cash payments of up
to $2,500.00 quarterly to purchase additional shares of the Company's Common
Stock, without payment of service charges or brokerage commissions.
Eligibility
2. Who is eligible to participate in the Plan? Any holder of record of the
Company's Common Stock is eligible to participate. Beneficial owners of
Common Stock whose shares are held for them in registered names other than
their own, such as in the names of brokers, bank nominees or trustees, must
take appropriate steps to become a holder of record to qualify for Plan
participation.
Administration
3. Who administers the Plan for the shareholders? The Plan is administered by
the Dividend Reinvestment and Stock Purchase Plan Committee ("the Committee")
which is appointed by the Board of Directors of the Company. The Committee
determines the rights of participants in accordance with the Plan. It may
adopt such rules and regulations as it deems appropriate to promote the
objectives of the Plan.
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ALL REQUESTS FOR INFORMATION REGARDING THE PLAN SHOULD BE ADDRESSED TO:
ENERGYNORTH, INC.
Dividend Reinvestment And Stock Purchase Plan Committee
1260 Elm Street
P.O. Box 329
Manchester, NH 03105
The designated agent under the Plan is First National Bank of Boston, Boston,
Massachusetts (the "Agent" or "Bank of Boston"). The Agent is responsible for
investing participants' funds and keeping continuous records of participants'
accounts. The Agent will send participants statements of accounts at least
quarterly and perform other duties for Plan participants as needed.
All written notices concerning the Plan should be mailed to the Agent at the
following address:
Bank of Boston
Dividend Reinvestment Department
Mail Stop 45-01-06
P.O. Box 1681
Boston, MA 02105-1681
Participation
4. How does an eligible shareholder participate? In order to participate, an
eligible shareholder must complete an Authorization Form, provided by the
Company, and deliver it to:
Bank of Boston
Dividend Reinvestment Department
Mail Stop 45-01-06
P.O. Box 1681
Boston, MA 02105-1681
Authorization Forms may be obtained from the Company on request.
5. Is partial participation in the Plan permitted? Yes. An eligible
shareholder may elect to receive cash dividends on a specified number of
shares and reinvest cash dividends on all remaining shares registered in the
participant's name.
6. Is participation through optional cash purchases permitted? Yes. At the
time a participant's first reinvestment of dividend is made, he may make
voluntary cash payments to his Plan account in a minimum amount of $50.00 per
payment, or in whole dollar increments up to a maximum of $2,500.00 in any
quarter. A single maximum quarterly optional purchase limitation of $2,500.00
applies to multiple shareholder accounts held under a single taxpayer
identification number.
7. When may a shareholder join the Plan? Eligible shareholders may join the
Plan at any time. If the Authorization Form is received by the Agent on or
before the record date for the payment of the next dividend (approximately 15
days in advance of the payment date), the dividend will be invested in
additional shares of Common Stock for the applicant's Plan account. If the
Authorization Form is received in the period between any dividend record date
and payment date, that dividend will be paid in cash and the shareholder's
initial dividend reinvestment will be delayed until the following dividend.
Voluntary cash payments may be made at any time, beginning with the date on
which the participant's first dividend reinvestment occurs.
<PAGE>
8. What does the Authorization Form provide? The Authorization Form provides
for the purchase of additional shares of the Company's Common Stock through
the following investment options:
Full Dividend Reinvestment -- directs the Company to reinvest in
accordance with the Plan all cash dividends on all shares of the
Company's Common Stock then or subsequently registered in the
participant's name.
Partial Dividend Reinvestment -- directs the Company to pay cash
dividends to the participant on a specified number of shares, and to
reinvest in accordance with the Plan all cash dividends on all remaining
shares of the Company's Common Stock then or subsequently registered in
the participant's name.
9. How may a participant change options under the Plan? A participant in the
Plan may change investment options by completing a new Authorization Form and
returning it to the Agent.
10. How are optional cash payments made? The option to purchase shares of the
Company's Common Stock through cash payments is available to each participant
in the Plan beginning with the date on which his first reinvestment of
dividend occurs. Optional cash payments by a participant must be at least
$50.00 per payment and may not exceed a total of $2,500.00 per calendar
quarter. The amount of optional cash payments need not be the same, and there
is no obligation to make optional cash payments.
An optional cash payment may be made by completing the appropriate section of
the account statement, and forwarding it to the Agent together with a check
or money order made payable to Bank of Boston, drawn against a United States
bank in United States dollars, and mailed directly to the Bank of Boston,
Dividend Reinvestment Department, Mail Stop 45-01-06, P.O. Box 1681, Boston,
MA 02105-1681. Checks drawn against a non-U.S. bank must have "U.S. Currency"
imprinted on the check. PAYMENTS FORWARDED TO ANY OTHER ADDRESS DO NOT
CONSTITUTE A VALID DELIVERY. Payment must be received by the Agent by the
close of business on the investment date.
All cash payments will be acknowledged by a receipt from the Agent.
Cash payments will be invested by the Agent in accordance with Question 13
below in full and fractional shares to four decimal places. Such shares will
be placed in the participant's Plan account and administered in accordance
with the terms and conditions of this Plan.
Any payment received which is less than $50.00 per payment or in excess of
$2,500.00 per quarter will be promptly returned to the participant. In the
event that any check is returned unpaid for any reason, the Agent will
consider the request for investment of such moneys null and void and will
immediately remove from the participant's account shares, if any, purchased
upon the prior credit of such moneys. The Agent shall be entitled to sell
such removed shares to satisfy any uncollected amounts. If net proceeds of
the sale of shares are insufficient to satisfy the balance of such
uncollected amounts, the Agent shall be entitled to sell additional shares
from the participant's account to satisfy the uncollected balance.
On written request, a participant may receive the return of any voluntary
cash payment if the request is received by the Agent no less than two
business days before such payment is to be invested.
11. Is a participant obligated to make optional cash investments? No. While
the optional cash investment feature offers an opportunity to increase his
ownership under favorable terms, a participant is not required to make such
cash payments.
Purchasing of Shares
12. Are there any expenses to participants in connection with purchases under
the Plan? No. There are no brokerage fees on the purchase of shares under the
Plan because shares are purchased from the Company. All costs of
administration of the Plan are paid by the Company.
<PAGE>
13. What is the source of the shares purchased under the Plan? Shares
purchased under the Plan will come from the authorized but unissued shares of
Company Common Stock. Shares will not be purchased in the open market.
Shares will be available for purchase through the Plan only to the extent
that the Company has registered such shares with the Securities and Exchange
Commission and, where necessary, state securities authorities. The Company
reserves the right to not register additional shares. The Company will use
reasonable efforts to assure that a sufficient number of shares of the
Company's Common Stock is available for purchase through dividend
reinvestments, and dividend reinvestment sales will be given priority over
optional cash payment sales in the event that an insufficient number of
shares is available. In the event that a sufficient number of shares of
Common Stock is not available on any purchase date to satisfy all requests
for purchases with optional cash payments, the available shares will be
pro-rated among all participants seeking to make purchases with optional cash
investments in proportion to the amounts of the optional cash payments, and
the balance of each optional cash payment not used to purchase shares will be
returned to the participant by the Agent.
14. When will funds be invested? Cash dividends for which dividend
reinvestment is authorized are automatically invested by the Agent in Common
Stock of the Company commencing on the dividend payment date. That date is
the Pricing Date for shares purchased with reinvested dividends.
Optional cash payments are invested monthly to purchase shares of the
Company's Common Stock. In each month in which a cash dividend is paid on the
Company's Common Stock, optional cash payments are invested as of the
dividend payment date. In each other month, optional cash payments are
invested as of the fifteenth (15th) day of the month or, if that day is not a
business day, on the following business day. That date is the Pricing Date
for shares purchased with optional cash payments. No interest is paid on
optional cash payments received and held pending investment. Accordingly, it
is in the best interests of participants to defer optional cash payments
until shortly before the investment date.
Notwithstanding this investment schedule, shares purchased under the Plan
may, for administrative purposes, be issued on or as of a date up to one week
after the related pricing dates.
15. What is the price of shares purchased?
a. Reinvested dividends. The price of Common Stock purchased under this Plan
with reinvested dividends will be 95% of the average of the daily high and
low sales prices of the Company's Common Stock as reported on the
consolidated tape for New York Stock Exchange listed securities administered
by the Consolidated Tape Association during the period of five consecutive
trading days ending on the Pricing Date (or the five consecutive trading days
immediately preceding the Pricing Date, if the New York Stock Exchange is
closed on the Pricing Date).
b. Optional purchases. The price of Common Stock purchased under this Plan
with optional cash payments will be the average of the daily high and low
prices of the Company's Common Stock as reported on the consolidated tape for
New York Stock Exchange listed securities administered by the Consolidated
Tape Association during the period of the five consecutive trading days
ending on the Pricing Date (or the five consecutive trading days immediately
preceding the Pricing Date, if the New York Stock Exchange is closed on the
Pricing Date).
Although participants in the Plan pay no commission for the purchase of the
Company's Common Stock under the Plan and, by reinvesting dividends, receive
a discount on the price of such Stock, they also experience the disadvantage
of being unable to select the day upon which Common Stock is purchased under
the Plan. Therefore, participants cannot time investments made under the Plan
to coincide with fluctuations in the price of the Company's Common Stock.
<PAGE>
16. How many shares are purchased? The number of shares of the Company's
Common Stock purchased by participants depends on the amount of cash
dividends and optional cash payments available for investment and the price
of the shares, subject to the availability of the shares as provided in
Question 13, above. Each participant's account is credited with that number
of shares, including fractions computed to four decimal places, equal to the
total amount invested by the participant divided by the purchase price.
17. Are certificates issued for shares purchased under the Plan? Certificates
for shares of the Company's Common Stock purchased under the Plan will be
issued only upon written request. All shares purchased under the Plan by a
participant will be held by the Agent in a participant's Plan account until
certificates are issued. The number of shares credited to a participant's
account under the Plan is shown on the participant's statement of account.
Upon written request, the Agent will issue to participants certificates for
all whole shares of the Company's Common Stock that are in the participant's
Plan account. Any fractions of shares held in Plan accounts will remain in
the Plan account unless a participant requests in writing that he receive the
cash value of any such fractional share. Under no circumstances will
certificates for fractional shares be issued. The issuance of certificates
does not affect the participant's continuation in the Plan in any way.
Shares credited to the account of a participant under the Plan may not be
assigned or pledged as collateral. A participant who wishes to pledge these
shares must request that certificates for the shares be issued in the
participant's name.
18. Is safekeeping service available to hold certificates for participants?
Yes. A safekeeping service is available at no cost to participants. Bank of
Boston will hold certificates in safekeeping for participants. The account
statement identifies the number of shares held by the participant and the
number held by the Agent for safekeeping.
Participants can deliver certificates for shares that they hold to the Agent
for safekeeping. All certificates should be sent together with a letter of
instruction requesting that the shares be held in safekeeping to Bank of
Boston, Dividend Reinvestment Department, Mail Stop 45-01-06, P.O. Box 1681,
Boston, Massachusetts 02105-1681. Certificates should be sent by either
registered or certified mail, return receipt requested. Participants should
not endorse a stock certificate being delivered for safekeeping. The
participant bears the risk of loss of the certificates in transit. See the
answer to Question 17 for additional information on the issuance of
certificates.
19. In whose name will certificates for whole shares be issued? Each account
in the Plan will be maintained in the same manner as the Company's
shareholder account at the time the participant entered the Plan.
Consequently, certificates for full shares will be similarly registered when
issued.
Upon written request, certificates can also be registered in names other than
that of the participant subject to compliance with any applicable laws and
the payment by the participant of any applicable taxes, provided that the
certificate of stock power bears the signature of the participant and the
signature is guaranteed by a commercial bank, trust company or member firm of
a stock exchange.
Statements
20. How will participants be advised of their purchase of stock? As soon as
practicable after each purchase for his account, a statement will be mailed
to the participant advising him of his investment. These statements are the
participant's continuing record of cost information and should be retained
for tax purposes.
21. Will participants receive a report of their participation in the Plan?
Yes. Each participant in the Plan will be furnished a written account
statement following each dividend reinvestment and optional cash payment
purchase, showing the number of shares purchased by the participant with
dividends paid or cash invested on each such date and the price of such
shares.
<PAGE>
22. What other communications will a participant receive? Each participant
will receive any amendments or supplements to the Plan or the Plan
Prospectus, quarterly and annual reports, proxy statements and tax notices
covering both directly held and Plan shares. However, participants will not
receive duplicate mailings where the same materials are furnished as a result
of their direct ownership of shares. In addition, where more than one
shareholder has the same address, only one copy of certain materials will be
sent to that address if shareholders to whom such materials are not sent
agree thereto in writing.
Dividends
23. Will participants be credited with dividends on shares held in their
account under the Plan? Yes. The Company pays dividends, as declared, to the
record holders of all of its Common Stock. Shares purchased under the Plan
will participate equally with other shares of Common Stock in all cash
dividends, stock dividends, and stock splits declared after the date of
purchase.
Cash dividends declared on shares held in Plan accounts are added to all
other cash dividends declared on all Common Stock registered in a
participant's name and are administered in accordance with the directions
contained in the participant's Authorization Form.
Any stock dividends or split shares distributed by the Company on shares
purchased under the Plan for which certificates have not been issued will be
credited to the participant's Plan account and administered in accordance
with the directions contained in the participant's Authorization Form.
Certificates for such shares will be issued in accordance with Question 17
above.
24. Are participants credited with dividends on fractions of shares held in
the Plan? Yes. Participants receive cash and stock dividends on fractions of
shares, as well as whole shares, purchased under the Plan. Cash dividends
declared on shares held in Plan accounts are added to all other cash
dividends declared on all Common Stock registered in a participant's name and
are administered in accordance with the directions contained in the
participant's Authorization Form.
25. Will certificates for shares distributed as stock dividends be issued to
participants? Yes. Certificates for all whole shares issued as stock
dividends declared on shares for which certificates have been issued will be
issued directly to participants on the dividend payment date. Certificates
for all whole shares issued as stock dividends declared on shares purchased
under the Plan for which certificates have not been issued will be issued in
accordance with Question 17 above.
Voting
26. How will shares acquired under the Plan be voted at annual or special
meetings of shareholders? All shares owned by a participant may be voted by
the participant in the same manner as shareholders not participating in the
Plan.
Termination of Participation in Plan
27. When can a participant withdraw from the Plan? A participant can
terminate his participation in the Plan at any time by written notice to:
Bank of Boston
Dividend Reinvestment Department
Mail Stop 45-01-06
P.O. Box 1681
Boston, MA 02105-1681
<PAGE>
Such notice is effective on the date it is received by the Agent. Such
notice, however, must be received by the Agent at least 15 days prior to a
dividend record date in order to make the termination effective on that
dividend record date. If notice to terminate is received by the Agent less
than 15 days prior to a dividend record date, that dividend is reinvested
according to the terms of this Plan and the termination notice takes effect
immediately after the settlement date of the reinvestment of such dividend.
All subsequent dividends are paid directly to the shareholder unless the
shareholder re-enrolls in the Plan.
Upon such termination, the participant will receive (a) cash equal to the
value of any fractional shares held in his Plan account; and (b) a
certificate for all full shares held in his account. The value of any
fractional share will be the closing price of the shares of the Company's
Common Stock on the day on which the participant's termination order is
received by the Agent.
When a participant owns no Common Stock of the Company other than a
fractional share in his Plan account, the Company is authorized to terminate
such participant's participation in the Plan and send him cash equal to the
value of his fractional share, as outlined above.
28. When may a shareholder rejoin the Plan? Generally, an eligible
shareholder may again become a participant at any time. However, the Company
reserves the right to reject any Authorization Form from a previous
participant on the grounds of excessive joining and termination. Such
reservation is intended to minimize unnecessary administrative expense and to
encourage use of the Plan as a long-term shareholder investment service.
29. Termination of the Plan by the Company. The Company may terminate the
Plan at any time after notice to all participants. Upon such termination,
each participant will receive a certificate for all full shares held in his
Plan account and cash equal to the value of any fractional shares held in his
Plan account.
Federal Income Tax Consequences
30. What are the Federal income tax consequences of participation in the
Plan? Participants in the Plan will be treated with respect to dividends as
having received, on the dividend payment date, income equal to the fair
market value of Company Common Stock purchased through the Plan on that date
plus the amount of any cash received. The basis of the shares received by a
participant with respect to dividends will equal the fair market value of the
same number of shares of the Company's Common Stock as of the dividend
payment date. The basis of shares purchased through optional cash payments
will be the purchase price.
Shares purchased through the Plan are treated with respect to the sale of
shares like shares otherwise purchased by the participant.
All comments concerning possible Federal income tax consequences of
participating in the Plan are based upon the Federal tax law as of the date
of this Prospectus. Since the Federal law is subject to change and each
participant's tax consequences may be different, the participant is advised
to consult his own tax advisors. Participants are urged to save their account
statements in order to calculate their tax basis per share.
Other Information
31. May the Plan be changed or discontinued? While the Company hopes to
continue the Plan indefinitely, the Company reserves the right to suspend or
terminate the Plan at any time. It also reserves the right to make
modifications to the Plan. Any suspension, termination or modification will
be announced to participating shareholders at least twenty (20) days prior to
its effective date.
32. Who bears the risk of market price fluctuations in the Company's Common
Stock? A participant's investment in shares purchased under the Plan is no
different than his investment in shares of the Company acquired in other
<PAGE>
ways. The participant bears the risk of loss and the benefits of gain from
market price changes with respect to all his shares. The Company cannot
guarantee that shares purchased under the Plan will, at any particular time,
be worth more or less than their purchase price.
33. What are the responsibilities of the Company under the Plan? In
performing its duties under the Plan, the Company is not liable for any act
done in good faith, or for any good faith omission to act, including, without
limitation, any claim of liability arising out of failure to terminate a
participant's account upon the participant's death, the prices or timing at
which shares are purchased under the Plan or fluctuations in market value of
shares.
34. Who interprets and regulates the Plan? The Company reserves the right to
interpret and regulate the Plan as deemed desirable or necessary in
connection with its operation.
USE OF PROCEEDS
The Company is unable to predict either the number of shares of Common Stock
that will ultimately be sold pursuant to the Plan or the prices at which such
shares will be sold. The Company intends to use the proceeds from any such
sales principally to finance additions to the Company's property, plant and
equipment or to repay temporary indebtedness incurred to finance such
additions.
INCORPORATION BY REFERENCE
The following documents or parts thereof filed with the Securities and
Exchange Commission are incorporated by reference into this Prospectus:
EnergyNorth, Inc., Annual Report on Form 10-K for the year ended September
30, 1994.
EnergyNorth, Inc. Quarterly Reports on Form 10-Q for the quarter ended
December 31, 1994.
The description of Common Stock contained in the Registration Statement filed
pursuant to the Securities Exchange Act of 1934, and any amendment or
report filed for the purpose of updating such description.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 prior to the
termination of this offering shall be deemed to be incorporated by reference
into this Prospectus.
See "Available Information" for information on obtaining copies of documents
incorporated by reference.
<PAGE>
INDEMNIFICATION
New Hampshire Revised Statutes Annotated ("RSA") 293-A, Sections 8.51 and
8.56, empower a corporation, subject to certain limitations, to indemnify its
directors and officers against expenses (including attorneys' fees,
judgments, fines and amounts paid in settlement) actually and reasonably
incurred by them in connection with any civil or criminal suit or proceeding
(other than a derivative action) to which they are parties or threatened to
be made parties by reason of being directors or officers, if they acted in
good faith and in a manner reasonably believed to be in or not opposed to the
best interests of the corporation (and with respect to any criminal action or
proceeding, had no reasonable cause to believe their conduct was unlawful).
The power to indemnify in connection with an action or suit by or in the
right of the corporation (a derivative action) is more limited.
Indemnification against expenses actually and reasonably incurred is required
if a director or officer is wholly successful in defense of an action, suit
or proceeding of the type where indemnity is permitted by the statute. Unless
ordered by a court, indemnification under the statute, other than mandatory
indemnification against expenses, may be made only if a determination that
indemnification is proper has been made by a prescribed vote of the board of
directors, special legal counsel in certain cases, by the shareholders or by
the prescribed vote of a committee duly designated by the board of directors,
in certain cases. Indemnification provided for by RSA 293-A:8.50-8.58 is not
exclusive and a corporation is empowered to maintain insurance on behalf of
its directors and officers against any liability asserted against them in
that capacity, whether or not the corporation would have the power under that
section to indemnify them.
The by-laws of the Company provide that it shall indemnify any director or
officer pursuant to the provisions of RSA 293-A:8.50-8.58. The Company
maintains insurance on behalf of its directors and officers against liability
asserted against them in that capacity.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers or persons controlling the
Company pursuant to the foregoing provisions, the Company has been informed
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is
therefore unenforceable.
LEGAL MATTERS
The validity of the issuance of the shares of Common Stock offered hereby
will be passed upon for the Company by McLane, Graf, Raulerson & Middleton,
Professional Association, Manchester, New Hampshire. Richard A. Samuels, a
member of the firm of McLane, Graf, Raulerson & Middleton, Professional
Association, is Secretary of the Company.
EXPERTS
The financial statements and schedules included or incorporated by reference
in the Company's Annual Report on Form 10-K for the year ended September 30,
1994 and incorporated by reference in this Prospectus have been audited by
Arthur Andersen LLP, independent public accountants, as indicated in their
reports with respect thereto and are incorporated by reference in this
Prospectus in reliance upon the authority of said firm as experts in
accounting and auditing in giving said reports.
Subsequent Annual Reports on Form 10-K of the Company will include financial
statements, related schedules (if required) and the reports thereon of the
Company's independent public accountants, which financial statements and
schedules will have been audited to the extent and for the periods set for in
such reports by the firm or firms rendering such reports, and will be
incorporated herein by reference in reliance upon the authority of such firms
as experts in giving those reports and to the extent that those accountants
have consented to the use of their reports thereon.
<PAGE>
No person has been authorized to give any information or to make any
representation not contained in this Prospectus in connection with the
offering made hereby and, if given or made, such information or
representation must not be relied upon as having been authorized by the
Company. This Prospectus does not constitute an offer to sell or a
solicitation of an offer to buy any of the securities offered hereby by the
Company in any State in which such offer or solicitation is unlawful. 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 as of which information is furnished or
the date hereof.
TABLE OF CONTENTS
Page
The Company 2
Description of the Plan 2
Use of Proceeds 9
Incorporation by Reference 9
Indemnification 10
Legal Matters 10
Experts 10
100,000 SHARES
[Logo: Energy North]
Common Stock (Par Value $1.00)
PROSPECTUS
Dividend Reinvestment
and Stock Purchase Plan
March 17, 1995
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
Item Amount
Filing Fee--Securities and Exchange Commission $ 582.07
Blue Sky filing fees and expenses (including
estimated legal fees) 3,500.00
Legal fees and expenses (estimated) 4,000.00
Accounting fees (estimated) 2,500.00
Printing and engraving (estimated) 5,000.00
Miscellaneous (estimated) 2,500.00
TOTAL $18,082.07
Item 15. Indemnification of Directors and Officers
New Hampshire Revised Statutes Annotated ("RSA") 293-A, Sections 8.51 and
8.56, empower a corporation, subject to certain limitations, to indemnify its
directors and officers against expenses (including attorneys' fees,
judgments, fines and amounts paid in settlement) actually and reasonably
incurred by them in connection with any civil or criminal suit or proceeding
(other than a derivative action) to which they are parties or threatened to
be made parties by reason of being directors or officers, if they acted in
good faith and in a manner reasonably believed to be in or not opposed to the
best interests of the corporation (and with respect to any criminal action or
proceeding, had no reasonable cause to believe their conduct was unlawful).
The power to indemnify in connection with an action or suit by or in the
right of the corporation (a derivative action) is more limited.
Indemnification against expenses actually and reasonably incurred is required
if a director or officer is wholly successful in defense of an action, suit
or proceeding of the type where indemnity is permitted by the statute. Unless
ordered by a court, indemnification under the statute, other than mandatory
indemnification against expenses, may be made only if a determination that
indemnification is proper has been made by a prescribed vote of the board of
directors, special legal counsel in certain cases, by the shareholders or by
the prescribed vote of a committee duly designated by the board of directors,
in certain cases. Indemnification provided for by RSA 293-A:8.50-8.58 is not
exclusive and a corporation is empowered to maintain insurance on behalf of
its directors and officers against any liability asserted against them in
that capacity, whether or not the corporation would have the power under that
section to indemnify them.
The by-laws of the Registrant provide that it shall indemnify any director or
officer pursuant to the provisions of RSA 293-A:8.50-8.58. The Registrant
maintains insurance on behalf of its directors and officers against liability
asserted against them in that capacity.
Item 16. Exhibits
The Exhibit Index is on page II-3 of this Registration Statement.
Item 17. Undertakings
The Registrant undertakes (1) to file a post-effective amendment to the
Registration Statement to include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933 and 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, except to the extent that the information to be
included in such post-effective amendment is contained in periodic reports
filed by the Registrant pursuant to Sections 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the Registration
Statement, (2) to file a post-effective amendment to this Registration
Statement 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, (3) 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, and (4) 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.
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 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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Manchester, State of New Hampshire, on March 15,
1995.
EnergyNorth, Inc.
By: /s/ Robert R. Giordano
Robert R. Giordano
President and Chief Executive Officer
Know All Men By These Presents, that each person whose signature appears
below constitutes and appoints Robert R. Giordano and Michael J. Mancini,
Jr., and each of them, his true and lawful attorney-in-fact and agent with
full power of substitution and re-substitution, for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments to
this Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or
their or his substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on
the dates indicated.
Signature Title Date
/s/ Edward T. Borer Director; Chairman of the Board March 15, 1995
Edward T. Borer
/s/ Robert R. Giordano Director, President and Chief March 15, 1995
Robert R. Giordano Executive Officer
(principal executive officer)
/s/ Michael J. Mancini, Jr. Senior Vice President March 15, 1995
Michael J. Mancini, Jr. (principal financial officer)
/s/ David A. Skrzysowski Vice President and Controller March 15, 1995
David A. Skrzysowski (principal accounting officer)
/s/ Richard B. Couser Director March 15, 1995
Richard B. Couser
/s/ Sylvio L. Dupuis Director March 15, 1995
Sylvio L. Dupuis
/s/ Howard W. Keegan Director March 15, 1995
Howard W. Keegan
/s/ Constance B. Girard-diCarlo Director March 15, 1995
Constance B. Girard-diCarlo
<PAGE>
INDEX OF EXHIBITS
Exhibit Page
Number Description of Exhibit No.
4.1 Articles of Incorporation of EnergyNorth, Inc. are
incorporated by reference to Exhibit 4.1 of
Registrant's Registration Statement on Form S-3,
Registration No. 33-41579
4.2 By-Laws of EnergyNorth, Inc.
5 Opinion of McLane, Graf, Raulerson & Middleton,
Professional Association re: legality
23.1 Consent of McLane, Graf, Raulerson & Middleton,
Professional Association is included in their
opinion filed as Exhibit 5 to this Registration
Statement
23.2 Consent of Independent Certified Public
Accountants
99 EnergyNorth, Inc.'s Dividend Reinvestment and
Stock Purchase Plan, as amended
BY-LAWS
OF
ENERGYNORTH, INC.
ARTICLE I
Offices
The principal office of the corporation in the State of New Hampshire
shall be located in the City of Manchester, County of Hillsborough. The
corporation may have such other offices, either within or without the State of
New Hampshire, as the board of directors may designate or as the business of the
corporation may require from time to time.
ARTICLE II
Shareholders
Section 2.1 Annual Meeting. The annual meeting of the shareholders
shall be held on the first (1st) Wednesday in the month of February in each
year, beginning with the year 1986 at the hour of 11:00 O'clock a.m. or at such
other time on such other day within such month as shall be fixed by the board of
directors, for the purpose of electing directors and for the transaction of such
other business as may come before the meeting. If the day fixed for the annual
meeting shall be a legal holiday in the State of New Hampshire, such meeting
shall be held on the next succeeding business day. If the election of directors
shall not be held on the day designated herein for any annual meeting of the
shareholders, or at any adjournment thereof, the board of directors shall cause
the election to be held at a special meeting of the shareholders as soon
thereafter as conveniently may be.
Section 2.2 Special Meetings. Special meetings of the shareholders, for
any purpose or purposes, unless otherwise prescribed by statute, may be called
by the president or by the board of directors, and shall be called by the
president at the request of the holders of not less than one-tenth (1/10) of all
outstanding shares of the corporation entitled to vote at the meeting.
Section 2.3 Place of Meeting. The board of directors may designate any
place, either within or without the State of New Hampshire, as the place of
meeting for any annual meeting or for any special meeting called by the board of
directors. A waiver of notice signed by all shareholders entitled to vote at a
meeting may designate any place, either within or without the
<PAGE>
- 2 -
State of New Hampshire, as the place for the holding of such meeting. If no
designation is made, or if a special meeting be otherwise called, the place of
meeting shall be the principal office of the corporation in the State of New
Hampshire.
Section 2.4 Notice of Meeting. Written notice stating the place, day
and hour of the meeting and, in case of a special meeting, the purpose or
purposes for which the meeting is called, shall, unless otherwise prescribed by
statute, be delivered not less than ten (10) nor more than fifty (50) days
before the date of the meeting, either personally or by mail, by or at the
direction of the president, or the secretary, or the officer or other persons
calling the meeting, to each shareholder of record entitled to vote at such
meeting. If mailed, such notice shall be deemed to be delivered when deposited
in the United States mail, addressed to the shareholder at his address as it
appears on the stock transfer books of the corporation, with postage thereon
prepaid.
Section 2.5 Closing of Transfer Books or Fixing of Record Date. For the
purpose of determining shareholders entitled to notice of or to vote at any
meeting of shareholders or any adjournment thereof, or shareholders entitled to
receive payment of any dividend, or in order to make a determination of
shareholders for any other proper purpose, the board of directors of the
corporation may provide that the stock transfer books shall be closed for a
stated period but not to exceed, in any case, fifty (50) days. If the stock
transfer books shall be closed for the purpose of determining shareholders
entitled to notice of or to vote at a meeting of shareholders, such books shall
be closed for at least ten (10) days immediately preceding such meeting. In lieu
of closing the stock transfer books, the board of directors may fix in advance a
date as the record date for any such determination of shareholders, such date in
any case to be not more than fifty (50) days and, in case of a meeting of
shareholders, not less than ten (10) days prior to the date on which the
particular action requiring such determination of shareholders is to be taken.
If the stock transfer books are not closed and no record date is fixed for the
determination of shareholders entitled to notice of or to vote at a meeting of
shareholders, or shareholders entitled to receive payment of a dividend, the
date on which the notice of the meeting is mailed or the date on which the
resolution of the board of directors declaring such dividend is adopted, as the
case may be, shall be the record date for such determination of shareholders.
When a determination of shareholders entitled to vote at any meeting of
shareholders has been made as provided in this section, such determination shall
apply to any adjournment thereof.
Section 2.6 Voting Record. The officer or agent having
charge of the stock transfer books for shares of the corporation
shall make a complete record of the shareholders entitled to vote
<PAGE>
- 3 -
at each meeting of shareholders or any adjournment thereof, arranged in
alphabetical order, with the address of and the number of shares held by each.
Such record shall be produced and kept open at the time and place of the meeting
and shall be subject to the inspection of any shareholder during the whole time
of the meeting for the purposes thereof.
Section 2.7 Quorum. A majority of the outstanding shares of the
corporation entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of shareholders. If less than a majority of the
shares are represented at a meeting, a majority of the shares so represented may
adjourn the meeting from time to time without further notice. At such adjourned
meeting at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally
noticed. The shareholders present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum.
Section 2.8 Proxies. At all meetings of shareholders, a shareholder may
vote in person or by proxy executed in writing by the shareholder or by his duly
authorized attorney-in-fact. Such proxy shall be filed with the secretary of the
corporation before or at the time of the meeting. No proxy shall be valid after
eleven (11) months from the date of its execution, unless otherwise provided in
the proxy.
Section 2.9 Voting of Shares. Unless cumulative voting is authorized in
the articles of incorporation, each outstanding share entitled to vote shall be
entitled to one vote upon each matter submitted to a vote at a meeting of
shareholders.
Section 2.10 Voting of Shares by Certain Holders. Shares standing in
the name of another corporation may be voted by such officer, agent or proxy as
the ByLaws of such corporation may prescribe or, in the absence of such
provision, as the board of directors of such other corporation may determine.
Shares held by an administrator, executor, guardian or conservator may
be voted by him, either in person or by proxy, without a transfer of such shares
into his name. Shares standing in the name of a trustee may be voted by him,
either in person or by proxy, but no trustee shall be entitled to vote shares
held by him without a transfer of such shares into his name.
Shares standing in the name of a receiver may be voted by such
receiver, and shares held by or under control of a receiver may be voted by such
receiver without the transfer thereof into his name if authority so to do be
contained in an appropriate order of the court by which such receiver was
appointed.
<PAGE>
- 4 -
A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so transferred.
Neither treasury shares of its own stock held by the corporation, nor
shares held by another corporation if a majority of the shares entitled to vote
for the election of directors of such other corporation are held by the
corporation, shall be voted at any meeting or counted in determining the total
number of outstanding shares at any given time for purposes of any meeting.
Section 2.11 Informal Action by Shareholders. Any action required or
permitted to be taken at a meeting of the shareholders may be taken without a
meeting if a consent in writing, setting forth the action so taken, shall be
signed by all of the shareholders entitled to vote with respect to the subject
matter thereof.
ARTICLE III
Board of Directors
Section 3.1 General Powers. The business and affairs of the corporation
shall be managed by its board of directors.
Section 3.2.1 Number, Tenure and Qualifications. The number of
directors of the corporation shall be eleven (11). The directors shall be
divided as nearly equally as possible into three classes pursuant to the
articles of incorporation. Except as otherwise provided by the articles of
incorporation, each director shall hold office until the third successive annual
meeting of shareholders and until his successor shall have been elected and
qualified. Directors need not be residents of the State of New Hampshire or
shareholders of the corporation.
Section 3.2.2 No director may be reelected to a consecutive term who
has attained the age of 70 prior to the date of the annual meeting at which his
term expires; provided, however, any EnergyNorth director serving as of the date
of this amendment [August 6, 1986] who has been Chairman of the Board, President
or Chief Executive Officer of EnergyNorth, Inc. or who was the Chairman of the
Board, President or Chief Executive Officer of Concord Natural Gas Corporation,
Gas Service, Inc. or Manchester Gas Company prior to the share exchange with
EnergyNorth may be reelected to one additional term after having attained the
age of 70.
Section 3.2.3 Any amendment of Section 3.2.1 increasing the number of
directors shall require a vote of 75% of the directors.
<PAGE>
- 5 -
The number of directors shall not be increased except at a meeting of directors
expressly called for that purpose. This paragraph may not be rescinded,
repealed, altered or amended except by a vote of 75% of the directors or a
majority of the shares.
Section 3.3 Regular Meetings. A regular meeting of the board of
directors shall be held without other notice than this By-Law immediately after,
and at the same place as, the annual meeting of shareholders. The board of
directors may provide, by resolution, the time and place, either within or
without the State of New Hampshire, for the holding of additional regular
meetings without other notice than such resolution.
Section 3.4 Special Meetings. Special meetings of the board of
directors may be called by or at the request of the president or any two
directors. The person or persons authorized to call special meetings of the
board of directors may fix any place, either within or without the State of New
Hampshire, as the place for holding any special meeting of the board of
directors called by them.
Section 3.5 Notice. Notice of any special meeting shall be given at
least two (2) days previously thereto by written notice delivered personally or
mailed to each director at his business address, or by telegram. If mailed, such
notice shall be deemed to be delivered when deposited in the United States mail,
so addressed, with postage thereon prepaid. If notice be given by telegram, such
notice shall be deemed to be delivered when the telegram is delivered to the
telegram company. Any director may waive notice of any meeting. The attendance
of a director at a meeting shall constitute a waiver of notice of such meeting,
except where a director attends a meeting for the express purpose of objecting
to the transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the board of directors need be specified in the
notice or waiver of notice of such meeting.
Section 3.6 Special Telephone Meeting. A special telephone meeting of
the board of directors may be called by or at the request of the chairman, the
president, or any two directors, by means of a conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and such participation shall constitute presence at
the meeting. Notice of a special telephone meeting shall be given by telephone
to or telegram delivered to a responsible person at the director's residence or
business address not less than 12 hours prior to the telephone meeting.
<PAGE>
- 6 -
Section 3.7 Quorum. A majority of the number of directors fixed in the
manner prescribed by Section 2 of this Article III shall constitute a quorum for
the transaction of business at any meeting of the board of directors, but if
less than such majority is present at a meeting, a majority of the directors
present may adjourn the meeting from time to time without further notice.
Section 3.8 Manner of Acting. The act of the majority of the directors
present at a meeting at which a quorum is present shall be the act of the board
of directors.
Section 3.9 Action Without a Meeting. Any action required or permitted
to be taken by the board of directors at a meeting may be taken without a
meeting if a consent in writing, setting forth the action so taken, shall be
signed by all of the directors.
Section 3.10 Vacancies. Any vacancy occurring in the board of directors
may be filled by the affirmative vote of a majority of the remaining directors
though less than a quorum of the board of directors. A director elected to fill
a vacancy shall be elected for the unexpired term of his predecessor in office.
Any directorship to be filled by reason of an increase in the number of
directors may be filled by election by the board of directors for a term of
office continuing only until the next election of directors by the shareholders.
Section 3.11 Compensation. By resolution of the board of directors,
each director may be paid his expenses, if any, of attendance at each meeting of
the board of directors, and may be paid a stated salary as director or a fixed
sum for attendance at each meeting of the board of directors or both. No such
payment shall preclude any director from serving the corporation in any other
capacity and receiving compensation therefor.
Section 3.12 Presumption of Assent. A director of the corporation who
is present at a meeting of the board of directors at which action on any
corporate matter is taken shall be presumed to have assented to the action taken
unless his dissent shall be entered in the minutes of the meeting or unless he
shall file his written dissent to such action with the person acting as the
secretary of the meeting before the adjournment thereof or shall forward such
dissent by registered mail to the secretary of the corporation immediately after
the adjournment of the meeting. Such right to dissent shall not apply to a
director who voted in favor of such action.
<PAGE>
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ARTICLE IV
Officers
Section 4.1 Number. The officers of the corporation shall be a chairman
of the board, president, one or more vice-presidents (the number thereof to be
determined by the board of directors), a secretary, and a treasurer, each of
whom shall be elected by the board of directors. Such other officers and
assistant officers as may be deemed necessary may be elected or appointed by the
board of directors. Any two or more offices may be held by the same person,
except the offices of president and secretary.
Section 4.2 Election and Term of Office. The officers of the
corporation to be elected by the board of directors shall be elected annually by
the board of directors at the first meeting of the board of directors held after
each annual meeting of the shareholders. If the election of officers shall not
be held at such meeting, such election shall be held as soon thereafter as
conveniently may be. Each officer shall hold office until his successor shall
have been duly elected and shall have qualified or until his death or until he
shall resign or shall have been removed in the manner hereinafter provided.
Section 4.3 Removal. Any officer or agent may be removed by the board
of directors whenever, in its judgment, the best interests of the corporation
will be served thereby, but such removal shall be without prejudice to the
contract rights, if any, of the person so removed. Election or appointment of an
officer or agent shall not of itself create contract rights.
Section 4.4 Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise, may be filled by the board
of directors for the unexpired portion of the term.
Section 4.5 Chairman of the Board. The chairman of the board shall,
when present, preside at all meetings of the board of directors and shareholders
and shall have such other duties as the board of directors may prescribe.
Section 4.6 President. The president, subject to the control of the
board of directors, shall supervise and control all of the business and affairs
of the corporation. He shall, when present, in the absence of the chairman and
vice-chairman, preside at all meetings of the shareholders and board of
directors. He may sign with the secretary or any other proper officer of the
corporation thereunto authorized by the board of directors, any deeds,
mortgages, bonds, contracts, or other instruments which the board of directors
has authorized to be executed, except in cases where the signing and execution
thereof
<PAGE>
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shall be expressly delegated by the board of directors or by these By-Laws to
some other officer or agent of the corporation, or shall be required by law to
be otherwise signed or executed; and in general shall perform all duties
incident to the function of president and such other duties as may be prescribed
by the board of directors from time to time.
Section 4.7.1 Executive Vice-President. The executive vice-president
shall perform such duties as from time to time may be assigned to him by the
president or by the board of directors and, in the absence of the president or
in the event of his death, inability, or refusal to act, the executive
vice-president shall perform the duties of the president, and when so acting,
shall have all of the powers of and be subject to all of the restrictions upon
the president.
Section 4.7.2 The Vice-Presidents In the absence of the executive
vice-president or in the event of his death, inability or refusal to act, the
vice-president (or in the event there be more than one vice-president, the
vice-presidents in the order designated at the time of their election, or in the
absence of any designation, then in the order of their election) shall perform
the duties of the executive vice-president, and when so acting, shall have all
the powers of and be subject to all the restrictions upon the executive
vice-president. Any vice-president may sign, with the secretary or an assistant
secretary, certificates for shares of the corporation; and shall perform such
other duties as from time to time may be assigned to him by the president or by
the board of directors.
Section 4.8 The Secretary. The secretary shall: (a) be the resident
agent of the corporation; (b) keep the minutes of the proceedings of the
shareholders and of the board of directors in one or more books provided for
that purpose; (c) see that all notices are duly given in accordance with the
provisions of these By-Laws or as required by law; (d) be custodian of the
corporate records and of the seal of the corporation and see that the seal of
the corporation is affixed to all documents the execution of which on behalf of
the corporation under its seal is duly authorized; (e) keep a register of the
post office address of each shareholder which shall be furnished to the
secretary by such shareholder; (f) sign with the president, or a vice-president,
certificates for shares of the corporation, the issuance of which shall have
been authorized by resolution of the board of directors; (g) have general charge
of the stock transfer books of the corporation; and (h) in general perform all
duties incident to the office of secretary and such other duties as from time to
time may be assigned to him by the president or by the board of directors.
Section 4.9 The Treasurer. The treasurer shall: (a) have
charge and custody of and be responsible for all funds and
<PAGE>
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securities of the corporation; (b) receive and give receipts for monies due and
payable to the corporation from any source whatsoever, and deposit all such
monies in the name of the corporation in such banks, trust companies or other
depositories as shall be selected in accordance with the provisions of Article V
of these By-Laws; (c) sign with the president, or a vice-president, certificates
for shares of the corporation, the issuance of which shall have been authorized
by resolution of the board of directors; and (d) in general perform all of the
duties incident to the office of treasurer and such other duties as from time to
time may be assigned to him by the president or by the board of directors. If
required by the board of directors, the treasurer shall give a bond for the
faithful discharge of his duties in such sum and with such surety or sureties as
the board of directors shall determine.
Section 4.10 Assistant Secretary and Assistant Treasurer. The assistant
secretaries or assistant treasurers, when authorized by the board of directors,
may sign with the president or a vice-president certificates for shares of the
corporation the issuance of which shall have been authorized by a resolution of
the board of directors. The assistant treasurers shall respectively, if required
by the board of directors, give bonds for the faithful discharge of their duties
in such sums and with such sureties as the board of directors shall determine.
The assistant secretaries and assistant treasurers, in general, shall perform
such duties as shall be assigned to them by the secretary or the treasurer,
respectively, or by the president or the board of directors.
Section 4.11 Salaries. The salaries of the officers shall be fixed from
time to time by the board of directors and no officer shall be prevented from
receiving such salary by reason of the fact that he is also a director of the
corporation.
ARTICLE V
Contracts, Loans, Checks and Deposits
Section 5.1 Contracts. The board of directors may authorize any officer
or officers, agent or agents, to enter into any contract or execute and deliver
any instrument in the name of and on behalf of the corporation, and such
authority may be general or confined to specific instances.
Section 5.2 Loans. No loans shall be contracted on behalf of the
corporation and no evidences of indebtedness shall be issued in its name unless
authorized by a resolution of the board of directors. Such authority may be
general or confined to specific instances.
<PAGE>
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Section 5.3 Checks, Drafts, etc. All checks, drafts or other orders for
the payment of money, notes or other evidences of indebtedness issued in the
name of the corporation, shall be signed by such officer or officers, agent or
agents, of the corporation and in such manner as shall from time to time be
determined by resolution of the board of directors.
Section 5.4 Deposits. All funds of the corporation not otherwise
employed shall be deposited from time to time to the credit of the corporation
in such banks, trust companies or other depositories as the board of directors
may select.
ARTICLE VI
Certificates for Shares and Their Transfer
Section 6.1 Certificates for Shares. Certificates representing shares
of the corporation shall be in such form as shall be determined by the board of
directors. Such certificates shall be signed by the chairman or vice chairman of
the board of directors or the president or a vice-president and by the secretary
or an assistant secretary or the treasurer or an assistant treasurer of the
corporation and sealed with the corporate seal or a facsimile thereof. The
signatures of such officers upon a certificate may be facsimiles if the
certificate is manually signed on behalf of a transfer agent or a registrar,
other than the corporation itself or one of its employees. Each certificate for
shares shall be consecutively numbered or otherwise identified.
The name and address of the person to whom the shares represented
thereby are issued, with the number of shares and date of issue, shall be
entered on the stock transfer books of the corporation. All certificates
surrendered to the corporation for transfer shall be cancelled and no new
certificate shall be issued until the former certificate for a like number of
shares shall have been surrendered and cancelled, except that in case of a lost,
destroyed or mutilated certificate a new one may be issued there for upon such
terms and indemnity to the corporation as the board of directors may prescribe.
Section 6.2 Transfer of Shares. Transfer of shares of the corporation
shall be made only on the stock transfer books of the corporation by the holder
of record thereof or by his legal representative, who shall furnish proper
evidence of authority to transfer, or by his attorney thereunto authorized by
power of attorney duly executed and filed with the secretary of the corporation,
and on surrender for cancellation of the certificate for such shares. The person
in whose name shares stand on the books of the corporation shall be deemed by
the corporation to be the owner thereof for all purposes.
<PAGE>
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ARTICLE VII
Fiscal Year
The fiscal year of the Corporation shall begin on the first (1st) day
of October and end on the thirtieth (30th) day of September in each year.
ARTICLE VIII
Dividends
The board of directors may, from time to time, declare and the
corporation may pay dividends on its outstanding shares in the manner and upon
the terms and conditions provided by law and its articles of incorporation.
ARTICLE IX
Corporate Seal
The board of directors shall provide a corporate seal which shall have
inscribed thereon the words "EnergyNorth, Inc. 1982 New Hampshire".
ARTICLE X
Waiver of Notice
Whenever any notice is required to be given to any shareholder or
director of the corporation under the provisions of these By-Laws or under the
provisions of the articles of incorporation or under the provisions of the New
Hampshire Business Corporation Act, a waiver thereof in writing signed by the
person or persons entitled to such notice, whether before or after the time
stated herein, shall be deemed equivalent to the giving of such notice.
ARTICLE XI
Amendments
These By-Laws may be altered, amended or repealed and new By-Laws may
be adopted by the board of directors, subject to repeal or change by action of
the shareholders.
<PAGE>
- 12 -
ARTICLE XII
Executive Committee
Section 12.1 Appointment. The board of directors, by resolution adopted
by a majority of the full board, may designate two or more of its members to
constitute an executive committee. The designation of such committee and the
delegation thereto of authority shall not operate to relieve the board of
directors, or any member thereof, of any responsibility imposed by law. The
board of directors, by resolution adopted by a majority of the full board, may
terminate the executive committee at any time.
Section 12.2 Authority. The executive committee, when the board of
directors is not in session, shall have and may exercise all of the authority of
the board of directors except to the extent, if any, that such authority shall
be limited by the resolution appointing the executive committee and except also
that the executive committee shall not have the authority of the board of
directors in reference to amending the articles of incorporation, adopting a
plan of merger or consolidation, recommending to the shareholders the sale,
lease or other disposition of all or substantially all of the property and
assets of the corporation otherwise than in the usual and regular course of its
business, recommending to the shareholders a voluntary dissolution of the
corporation or a revocation thereof, or amending these By-Laws of the
corporation.
Section 12.3 Tenure and Qualifications. Each member of the executive
committee shall hold office until the next regular annual meeting of the board
of directors following his designation and until his successor is designated as
a member of the executive committee and is elected and qualified.
Section 12.4 Meetings. Regular meetings of the executive committee may
be held without notice at such times and places as the executive committee may
fix from time to time by resolution. Special meetings of the executive committee
may be called by any member thereof upon not less than one (1) day's notice
stating the place, date and hour of the meeting, which notice may be written or
oral, and if mailed, shall be deemed to be delivered when deposited in the
United States mail addressed to the member of the executive committee at his
business address. Any member of the executive committee may waive notice of any
meeting and no notice of any meeting need be given to any member thereof who
attends in person. The notice of a meeting of the executive committee need not
state the business proposed to be transacted at the meeting.
Section 12.5 Special Telephone Meetings. A special
telephone meeting of the executive committee may be called by any
member thereof by means of a conference telephone or similar
<PAGE>
- 13 -
communications equipment by means of which all persons participating in the
meeting can hear each other, and such participation shall constitute presence at
the meeting. Notice of a special telephone meeting shall be given by telephone
or a telegram delivered to a responsible person at the member's residence or
business address not less than 12 hours prior to the telephone meeting.
Section 12.6 Quorum. A majority of the members of the executive
committee shall constitute a quorum for the transaction of business at any
meeting thereof and action of the executive committee must be authorized by the
affirmative vote of a majority of the members present at a meeting at which a
quorum is present.
Section 12.7 Action Without a Meeting. Any action required or permitted
to be taken by the executive committee at a meeting may be taken without a
meeting if a consent in writing, setting forth the action so taken, shall be
signed by all of the members of the executive committee.
Section 12.8 Vacancies. Any vacancy in the executive
committee may be filled by a resolution adopted by a majority of
the full board of directors.
Section 12.9 Resignations and Removal. Any member of the executive
committee may be removed at any time with or without cause by resolution adopted
by a majority of the full board of directors. Any member of the executive
committee may resign from the executive committee at any time by giving written
notice to the president or secretary of the corporation, and unless otherwise
specified therein, the acceptance of such resignation shall not be necessary to
make it effective.
Section 12.10 Procedure. The executive committee shall elect a
presiding officer from its members and may fix its own rules of procedure which
shall not be inconsistent with these By- Laws. It shall keep regular minutes of
its proceedings and report the same to the board of directors for its
information at the meeting thereof held next after the proceedings shall have
been taken.
ARTICLE XIII
Indemnification of Directors or Officers
The corporation shall indemnify any director or officer of the
corporation pursuant to the provisions of RSA 293-A:5.
<PAGE>
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ARTICLE XIV
Emergency By-Laws
The emergency By-Laws provided in this Article XIV shall be operative
during any emergency in the conduct of the business of the corporation resulting
from an attack on the United States or any nuclear or atomic disaster,
notwithstanding any different provision in the preceding articles of the By-Laws
or in the articles of incorporation of the corporation or in the New Hampshire
Business Corporation Act. To the extent not inconsistent with the provisions of
this article, the By-Laws provided in the preceding articles shall remain in
effect during such emergency and upon its termination the emergency By-Laws
shall cease to be operative.
During any such emergency:
(a) A meeting of the board of directors may be called by any
officer or director of the corporation. Notice of the time and place of
the meeting shall be given by the person calling the meeting to such of
the directors as it may be feasible to reach by any available means of
communication. Such notice shall be given at such time in advance of
the meeting as circumstances permit in the judgment of the person
calling the meeting.
(b) At any such meeting of the board of directors, a
quorum shall consist of three (3) members of the board.
(c) The board of directors, either before or during any such
emergency, may provide, and from time to time modify, lines of
succession in the event that during such an emergency any or all
officers or agents of the corporation shall for any reason be rendered
incapable of discharging their duties.
(d) The board of directors, either before or during any such
emergency, may, effective in the emergency, change the head office or
designate several alternative head offices or regional offices, or
authorize the officers to do so.
No officer, director or employee acting in accordance with these
emergency By-Laws shall be liable except for willful misconduct.
These emergency By-Laws shall be subject to repeal or change by further
action of the board of directors or by action of the shareholders, but no such
repeal or change shall modify the provisions of the next preceding paragraph
with regard to action taken prior to the time of such repeal or change. Any
amendment
<PAGE>
- 15 -
of these emergency By-Laws may make any further or different provision that may
be practical and necessary for the circumstances of the emergency.
ADOPTED: July 22, 1982
AMENDED: November 2, 1983
January 25, 1984
February 6, 1985
November 6, 1985
February 5, 1986
August 6, 1986
February 4, 1987
November 29, 1989
November 28, 1990
February 3, 1993
October 7, 1993
February 1, 1995
[Letterhead]
March 16, 1995
EnergyNorth, Inc.
1260 Elm Street
Manchester, NH 03101
Ladies and Gentlemen:
You have requested our opinion as to certain matters concerning shares
of EnergyNorth, Inc.'s $1.00 par value common stock with respect to which you
are filing a registration statement on Form S-3 with the Securities and Exchange
Commission (the "Registration Statement"). The aforesaid shares (the "Shares")
are to be issued pursuant to a Dividend Reinvestment and Stock Purchase Plan,
as amended (the "Plan") and pursuant to an action of the Board of Directors
dated as of February 15, 1995. The Plan is included as Exhibit 99 to the
Registration Statement.
We have examined such corporate documents and made such investigations
of matters of fact and law as we deemed necessary to render this
opinion. We have assumed that there will be no material changes in the documents
examined and the matters investigated and that there will be authorized but
unissued shares available for issue in sufficient amounts at the time the Shares
are issued. Based upon such examinations and investigation, and upon those
assumptions, we are of the opinion that the Shares, when issued in accordance
with the Plan, will be duly authorized, legally issued, fully paid and
nonassessable.
<PAGE>
EnergyNorth, Inc.
March 16, 1995
Page 2
We consent to the filing of this letter as an Exhibit to the
Registration Statement and to the reference to us under the caption "Legal
Matters" in the Prospectus included therein.
McLANE, GRAF, RAULERSON & MIDDLETON
PROFESSIONAL ASSOCIATION
By: /s/ Richard A. Samuels
Richard A. Samuels
RAS/MAW/sjr
40089\maw\opinion
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement on Form S-3 of our
reports dated November 9, 1994, included and incorporated by reference in Form
10-K filed by EnergyNorth, Inc. for the year ended September 30, 1994, and to
all references to our firm included in this Registration Statement.
/s/ ARTHUR ANDERSEN LLP
Boston, Massachusetts,
March 17, 1995
40089\maw\aa-llp.cst
ENERGYNORTH, INC.
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
as Amended February 15, 1995
This amended Dividend Reinvestment and Stock Purchase Plan (the "Plan")
is approved by the Board of Directors of EnergyNorth, Inc. as of February 15,
1995, effective March 17, 1995. The Plan, as amended, reflects amendments to the
Plan as it was originally approved by the Board of Directors on November 2,
1983, and as amended on August 7, 1985, July 10, 1987, April 5, 1989, August 2,
1989, July 17, 1991, January 23, 1992, November 5, 1993, and February 15, 1995.
The Plan is prepared in question and answer format in order to make it easier to
follow.
PURPOSE
1. What is the purpose of the Plan?
The Plan offers the holders of Common Stock of the Company a
convenient method for investing all or part of their dividends in additional
shares of the Company's Common Stock and, if dividends are reinvested, for
making voluntary additional cash payments of up to $2,500.00 quarterly to
purchase additional shares of the Company's Common Stock, without payment of
service charge or brokerage commission.
ELIGIBILITY
2. Who is eligible to participate in the Plan?
Any holder of record of the Company's Common Stock is
eligible to participate. Beneficial owners of Common Stock whose
shares are held for them in registered names other than their
<PAGE>
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own, such as in the names of brokers, bank nominees or trustees, must take
appropriate steps to become a holder of record to qualify for Plan
participation.
ADMINISTRATION
3. Who administers the Plan for the shareholders?
The Plan is administered by the Dividend Reinvestment and
Stock Purchase Plan Committee ("the Committee") which is appointed by the Board
of Directors of the Company. The Committee determines the rights of participants
in accordance with the Plan. It may adopt such rules and regulations as it deems
appropriate to promote the objectives of the Plan.
ALL REQUESTS FOR INFORMATION REGARDING THE PLAN SHOULD BE
ADDRESSED TO:
ENERGYNORTH, INC.
Dividend Reinvestment and Stock Purchase Plan Committee
1260 Elm Street
P.O. Box 329
Manchester, N.H. 03105
The designated agent under the Plan is First National Bank of Boston,
Massachusetts (the "Agent" or "Bank of Boston"). The Agent is responsible for
investing participants' funds and keeping continuous records of participants'
accounts. The Agent will send participants statements of accounts at least
quarterly and perform other duties for Plan Participants as needed.
All written notices concerning the Plan should be mailed to the Agent
at the following address:
<PAGE>
- 3 -
FIRST NATIONAL BANK OF BOSTON
Dividend Reinvestment Department
Mail Stop 45-01-06
P.O. Box 1681
Boston, MA 02105-1681
PARTICIPATION
4. How does an eligible shareholder participate?
In order to participate, an eligible shareholder must
complete an Authorization Form, provided by the Company, and
deliver it to:
FIRST NATIONAL BANK OF BOSTON
Dividend Reinvestment Department
Mail Stop 45-01-06
P.O. Box 1681
Boston, MA 02105-1681
Authorization Forms may be obtained from the Company on request.
5. Is partial participation in the Plan permitted?
Yes. An eligible shareholder may elect to receive cash
dividends on a specified number of shares and reinvest cash dividends on all
remaining shares registered in the participant's name.
6. Is participation through optional cash purchases
permitted?
Yes. At the time a participant's first reinvestment of dividend is
made, he may make voluntary cash payments to his Plan account in a minimum
amount of $50.00 per payment, or in whole dollar increments up to a maximum of
$2,500.00 in any quarter. A single maximum quarterly optional purchase
limitation of $2,500.00 applies to multiple shareholder accounts held under a
single taxpayer identification number.
<PAGE>
- 4 -
7. When may a shareholder join the Plan?
Eligible shareholders may join the Plan at any time. If the
Authorization Form is received by the Agent on or before the record date for the
payment of the next dividend (approximately 15 days in advance of the payment
date), the dividend will be invested in additional shares of Common Stock for
the applicant's Plan account. If the Authorization Form is received in the
period between any dividend record date and payment date, that dividend will be
paid in cash and the shareholder's initial dividend reinvestment will be delayed
until the following dividend.
Voluntary cash payments may be made at any time, beginning with the
date on which the participant's first dividend reinvestment occurs.
8. What does the Authorization Form provide?
The Authorization Form provides for the purchase of additional shares
of the Company's Common Stock through the following investment options:
Full Dividend Reinvestment - directs the Company to reinvest
in accordance with the Plan all cash dividends on all shares
of the Company's Common Stock then or subsequently registered
in the participant's name;
Partial Dividend Reinvestment - directs the Company to pay
cash dividends to the participant on a specified number of
shares, and to reinvest in accordance with the Plan all cash
dividends on all remaining shares of the Company's Common
Stock then or subsequently registered in the participant's
name.
<PAGE>
- 5 -
9. How may a participant change options under the Plan?
A participant in the Plan may change investment options by completing a
new Authorization Form and returning it to the Agent.
10. How are optional cash payments made?
The option to purchase shares of the Company's Common Stock through
cash payments is available to each participant in the Plan beginning with the
date on which his first reinvestment of dividend occurs. Optional cash payments
by a participant must be at least $50.00 per payment and may not exceed a total
of $2,500 per calendar quarter. The amount of optional cash payments need not be
the same and there is no obligation to make optional cash payments.
An optional cash payment may be made by completing the appropriate
section of the account statement, and forwarding it to the Agent together with a
check or money order made payable to Bank of Boston, drawn against a United
States bank in United States dollars, and mailed directly to the Bank of Boston,
Dividend Reinvestment Department, Mail Stop 45-01-06, P.O. Box 1681, Boston, MA
02105-1681. Checks drawn against a non-U.S. bank must have "U.S. Currency"
imprinted on the check. PAYMENTS FORWARDED TO ANY OTHER ADDRESS DO NOT
CONSTITUTE A VALID DELIVERY. Payment must be received by the Agent by the close
of business on the investment date.
All cash payments will be acknowledged by a receipt from the Agent.
<PAGE>
- 6 -
Cash payments will be invested by the Agent in accordance with Question
13 below in full and fractional shares to four decimal places. Such shares will
be placed in the participant's Plan account and administered in accordance with
the terms and conditions of this Plan.
Any payment received which is less than $50.00 per payment or in excess
of $2,500.00 per quarter will be promptly returned to the participant. In the
event that any check is returned unpaid for any reason, the Agent will consider
the request for investment of such moneys null and void and will immediately
remove from the participant's account shares, if any, purchased upon the prior
credit of such moneys. The Agent shall be entitled to sell such removed shares
to satisfy any uncollected amounts. If net proceeds of the sale of shares are
insufficient to satisfy the balance of such uncollected amounts, the Agent shall
be entitled to sell additional shares from the participant's account to satisfy
the uncollected balance.
On written request, a participant may receive the return of any
voluntary cash payment if the request is received by the Agent no less than two
business days before such payment is to be invested.
11. Is a participant obligated to make optional cash
investments?
No. While the optional cash investment feature offers an opportunity to
increase his ownership under favorable terms, a participant is not required to
make such cash payments.
<PAGE>
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PURCHASING OF SHARES
12. Are there any expenses to participants in connection
with purchases under the Plan?
No. There are no brokerage fees on the purchase of shares
under the Plan because shares are purchased from the Company.
All costs of administration of the Plan are paid by the Company.
13. What is the source of the shares purchased under the
Plan?
Shares purchased under the Plan will come from the
authorized but unissued shares of Company Common stock. Shares
will not be purchased in the open market.
Shares will be available for purchase through the Plan only to the
extent that the Company has registered such shares with the Securities and
Exchange Commission and, where necessary, state securities authorities. The
Company reserves the right to not register additional shares. The Company will
use reasonable efforts to assure that a sufficient number of shares of the
Company's Common Stock is available for purchase through dividend reinvestments,
and dividend reinvestment sales will be given priority over optional cash
payment sales in the event that an insufficient number of shares is available.
In the event that a sufficient number of shares of Common Stock is not available
on any purchase date to satisfy all requests for purchases with optional cash
payments, the available shares will be pro-rated among all participants seeking
to make purchases with optional cash investments in proportion to the amounts of
the optional cash payments, and the balance of each optional cash payment not
<PAGE>
- 8 -
used to purchase shares will be returned to the participant by
the Agent.
14. When will funds be invested?
Cash dividends for which dividend reinvestment is authorized are
automatically invested by the Agent in Common Stock of the Company commencing on
the dividend payment date. That date is the Pricing Date for shares purchased
with reinvested dividends.
Optional cash payments are invested monthly to purchase shares of the
Company's Common Stock. In each month in which a cash dividend is paid on the
Company's Common Stock, optional cash payments are invested as of the dividend
payment date. In each other month, optional cash payments are invested as of the
fifteenth (15th) day of the month, or, if that day is not a business day, on the
following business day. That date is the Pricing Date for shares purchased with
optional cash payments. No interest is paid on optional cash payments received
and held pending investment. Accordingly, it is in the best interests of
participants to defer optional cash payments until shortly before the investment
date.
Notwithstanding this investment schedule, shares purchased under the
Plan may, for administrative purposes, be issued on or as of a date up to one
week after the related pricing dates.
15. What is the price of shares purchased?
a. Reinvested dividends. The price of Common Stock
purchased under this Plan with reinvested dividends will be 95% of the average
of the daily high and low sales prices of the Company's Common Stock as reported
on the consolidated tape for New York Stock Exchange listed securities
administered by the Consolidated Tape Association during the period of five
consecutive trading days ending on the Pricing Date (or the five
<PAGE>
- 9 -
consecutive trading days immediately preceding the Pricing Date, if the New York
Stock Exchange is closed on the Pricing Date).
b. Optional purchases. The price of Common Stock purchased under this
Plan with optional cash purchases will be the average of the daily high and low
sales prices of the Company's Common Stock as reported on the consolidated tape
for New York Stock Exchange listed securities administered by the Consolidated
Tape Association during the period of five consecutive trading days ending on
the Pricing Date (or the five consecutive trading days immediately preceding the
Pricing Date, if the New York Stock Exchange is closed on the Pricing Date).
Although participants in the Plan pay no commission for the purchase of
the Company's Common Stock under the Plan and, by reinvesting dividends, receive
a discount on the price of such stock, they also experience the disadvantage of
being unable to select the day upon which Common Stock is purchased under the
Plan. Therefore, participants cannot time investments made under the Plan to
coincide with fluctuations in the price of the Company's Common Stock.
16. How many shares are purchased?
The number of shares of the Company's Common Stock purchased by
participants depends on the amount of cash dividends and optional cash payments
available for investment and the price of the shares, subject to the
availability of the shares as provided in Question 13, above. Each participant's
account is credited with that number of shares, including fractions computed to
four decimal places, equal to the total amount invested by the participant
divided by the purchase price.
17. Are certificates issued for shares purchased under the
Plan?
Certificates for shares of the Company's Common Stock purchased under
the Plan will be issued only upon written
<PAGE>
- 10 -
request. All shares purchased under the Plan by a participant will be held by
the Agent in a participant's Plan account until certificates are issued. The
number of shares credited to a participant's account under the Plan is shown on
the participant's statement of account. Upon written request, the Agent will
issue to participants certificates for all whole shares of the Company's Common
Stock that are in the participant's Plan account. Any fractions of shares held
in Plan accounts will remain in the Plan account unless a participant requests
in writing that he receive the cash value of any such fractional share. Under no
circumstances will certificates for fractional shares be issued. The issuance of
certificates does not affect the participant's continuation in the Plan in any
way.
Shares credited to the account of a participant under the Plan may not
be assigned or pledged as collateral. A participant who wishes to pledge these
shares must request that certificates for the shares be issued in the
participant's name.
18. Is safekeeping service available to hold certificates
for participants?
Yes. A safekeeping service is available at no cost to participants.
Bank of Boston will hold certificates in safekeeping for participants. The
account statement identifies the number of shares held by the participant and
the number held by the Agent for safekeeping.
Participants can deliver certificates for full shares that they hold to
the Agent for safekeeping. All certificates should be sent together with a
letter of instruction requesting that the shares be held in safekeeping to Bank
of Boston, Dividend
<PAGE>
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Reinvestment Department, Mail Stop 45-01-06, P.O. Box 1681, Boston,
Massachusetts 02105-1681. Certificates should be sent by either registered or
certified mail, return receipt requested. Participants should not endorse a
stock certificate being delivered for safekeeping. The participant bears the
risk of loss of the certificates in transit. See the answer to Question 17 for
additional information on the issuance of certificates.
19. In whose name will certificates for whole shares be
issued?
Each account in the Plan will be maintained in the same manner as the
Company's shareholder account at the time the participant entered the Plan.
Consequently, certificates for full shares will be similarly registered when
issued.
Upon written request, certificates can also be registered in names
other than that of the participant subject to compliance with any applicable
laws and the payment by the participant of any applicable taxes.
STATEMENTS
20. How will participants be advised of their purchase of
stock?
As soon as practicable after each purchase for his account, a statement
will be mailed to the participant advising him of his investment. These
statements are the participant's continuing record of cost information and
should be retained for tax purposes.
<PAGE>
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21. Will participants receive a report of their
participation in the Plan?
Yes. Each participant in the Plan will be furnished a written account
statement following each dividend reinvestment and optional cash payment
purchase, showing the number of shares purchased by the participant with
dividends paid or cash invested on each such date and the price of such shares.
22. What other communications will a participant receive?
Each participant will receive any amendments or supplements
to the Plan or the Plan Prospectus, quarterly and annual reports, proxy
statements and tax notices covering both directly held and Plan shares. However,
participants will not receive duplicate mailings where the same materials are
furnished as a result of their direct ownership of shares. In addition, where
more than one shareholder has the same address, only one copy of certain
materials will be sent to that address if shareholders to whom such materials
are not sent agree thereto in writing.
DIVIDENDS
23. Will participants be credited with dividends on shares
held in their account under the plan?
Yes. The Company pays dividends, as declared, to the record holders of
all of its Common Stock. Shares purchased under the Plan will participate
equally with other shares of Common Stock in all cash dividends, stock
dividends, and stock splits declared after the date of purchase.
Cash dividends declared on shares held in Plan accounts are added to
all other cash dividends declared on all Common Stock
<PAGE>
- 13 -
registered in a participant's name and are administered in accordance with the
directions contained in the participant's Authorization Form.
Any stock dividends or split shares distributed by the Company on
shares purchased under the Plan for which certificates have not been issued will
be credited to the participant's Plan account and administered in accordance
with the directions contained in the participant's Authorization Form.
Certificates for such shares will be issued in accordance with paragraph 17
above.
24. Are participants credited with dividends on fractions
of shares held in the plan?
Yes. Participants receive cash and stock dividends on fractions of
shares, as well as whole shares, purchased under the Plan. Cash dividends
declared on shares held in Plan accounts are added to all other cash dividends
declared on all Common Stock registered in a participant's name and are
administered in accordance with the directions contained in the participant's
Authorization Form.
25. Will certificates for shares distributed as stock
dividends be issued to participants?
Yes. Certificates for all whole shares issued as stock dividends
declared on shares for which certificates have been issued will be issued
directly to participants on the dividend payment date. Certificates for all
whole shares issued as stock dividends declared on shares purchased under the
Plan for which certificates have not been issued will be issued in accordance
with paragraph 17 above.
<PAGE>
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VOTING
26. How will shares acquired under the Plan be voted at
annual or special meetings of shareholders?
All shares owned by a participant may be voted by the participant in
the same manner as shareholders not participating in the Plan.
TERMINATION OF PARTICIPATION IN PLAN
27. When can a participant withdraw from the plan?
A participant can terminate his participation in the Plan at
any time by written notice to:
FIRST NATIONAL BANK OF BOSTON
Dividend Reinvestment Department
Mail Stop 45-01-06
P.O. Box 1681
Boston, MA 02105-1681
Such notice is effective on the date it is received by the Agent. Such
notice, however, must be received by the Agent at least 15 days prior to a
dividend record date in order to make the termination effective on that dividend
record date. If notice to terminate is received by the Agent less than 15 days
prior to a dividend record date, that dividend is reinvested according to the
terms of this Plan and the termination notice takes effect immediately after the
settlement date of the reinvestment of such dividend. All subsequent dividends
are paid directly to the shareholder unless the shareholder re-enrolls in the
Plan.
Upon such termination, the participant will receive: (a) cash equal to
the value of any fractional shares held in his Plan account; and (b) a
certificate for all full shares held in his
<PAGE>
- 15 -
account. The value of any fractional share will be the closing price of the
shares of the Company's Common Stock on the day on which the participant's
termination order is received by the Agent.
Whenever a participant owns no Common Stock of the Company other than a
fractional share in his Plan account, the Company is authorized to terminate
such participant's participation in the Plan and send him cash equal to the
value of his fractional share, as outlined above.
28. When may a shareholder rejoin the Plan?
Generally, an eligible shareholder may again become a
participant at any time. However, the Company reserves the right to reject any
authorization form from a previous participant on the grounds of excessive
joining and termination. Such reservation is intended to minimize unnecessary
administrative expense and to encourage use of the Plan as a long-term
shareholder investment service.
29. Termination of the Plan by the Company.
The Company may terminate the Plan at any time after notice
to all participants. Upon such termination, each participant will receive a
certificate for all full shares held in his Plan account and cash equal to the
value of any fractional shares held in his Plan account.
<PAGE>
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FEDERAL INCOME TAX CONSEQUENCES
30. What are the Federal income tax consequences of
participation in the Plan?
Participants in the Plan will be treated with respect to dividends as
having received, on the dividend payment date, income equal to the fair market
value of Company Common Stock purchased through the Plan received on that date
plus the amount of any cash received. The basis of shares received by a
participant with respect to dividends will equal the fair market value of the
same number of shares of the Company's Common Stock as of the dividend payment
date. The basis of shares Purchased through optional cash payments will be the
purchase price.
Shares purchased through the Plan are treated with respect to the sale
of shares like shares otherwise purchased by the participant.
All comments concerning possible Federal income tax consequences of
participating in the Plan are based upon the Federal tax law as of the date of
this Prospectus. Since the Federal law is subject to change and each
participant's tax consequences may be different, the participant is advised to
consult his own tax advisors. Participants in the Plan are urged to save their
account statements in order to calculate their tax basis per share.
OTHER INFORMATION
31. May the Plan be changed or discontinued?
While the Company hopes to continue the Plan indefinitely,
the Company reserves the right to suspend or terminate the Plan
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at any time. It also reserves the right to make modifications to the Plan. Any
suspension, termination or modification will be announced to participating
shareholders at least twenty (20) days prior to its effective date.
32. Who bears the risk of market price fluctuations in the
Company's Common Stock?
A participant's investment in shares purchased under this Plan is no
different than his investment in shares of the Company acquired in other ways.
The participant bears the risk of loss and the benefits of gain from market
price changes with respect to all his shares. The Company cannot guarantee that
shares purchased under the Plan will, at any time, be worth more or less than
their purchase price.
33. What are the responsibilities of the Company under the
Plan?
In performing its duties under the Plan, the Company is not liable for
any act done in good faith, or for any good faith omission to act, including,
without limitation, any claim of liability arising out of failure to terminate a
participant's account upon the participant's death, the prices or timing at
which shares are purchased under the Plan or fluctuations in market value of
shares.
34. Who interprets and regulates the Plan?
The Company reserves the right to interpret and regulate the
Plan as deemed desirable or necessary in connection with its operation.
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CONCLUSION
The preceding Plan is drafted in question and answer format in order to
make it easier to follow. Questions regarding the Plan and its administration
should be directed to the Company at the address shown above.
