As filed with the Securities and Exchange Commission on February 16, 1996
Registration No. 33-58127
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
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. [ ]
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100,000 SHARES
[ENERGYNORTH LOGO]
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.
--Participants in the Plan may have the Plan Agent sell shares held in
their Plan account.
--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 February 16, 1996
<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
c/o Boston EquiServe, L.P.
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
c/o Boston EquiServe, L.P.
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, up to a maximum of $2,500.00 in any calendar 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.
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Voluntary cash payments and sales of shares in accordance with the sale of
shares procedure outlined in Questions 27-30 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.
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, c/o Boston EquiServe, L.P., 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.
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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 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).
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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 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 shares 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, c/o Boston EquiServe, L.P., 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.
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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.
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.
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Sale of Shares
27. May a participant sell shares under the Plan? Yes. A participant may
direct the Agent to sell all or a portion of the shares held in the
participant's Plan account and, generally, all or a portion of the shares
represented by certificates which have been delivered to the Agent for
safekeeping pursuant to the safekeeping service described in Question 18
above, at any time, beginning with the date on which the participant's first
dividend reinvestment occurs, by written notice, preferably by completing the
form provided with the account statement, to:
Bank of Boston
c/o Boston EquiServe, L.P.
Dividend Reinvestment Department
Mail Stop 45-01-06
P.O. Box 1681
Boston, MA 02105-1681
However, the Company reserves the right to reject the sale of shares held
by the Agent for safekeeping on the grounds of perceived abuse of this
selling privilege. Such reservation is intended to prevent eligible
shareholders from joining the Plan, and participants from delivering
certificates for shares to the Agent for safekeeping under the Plan, solely
for the purpose of exercising this selling privilege, and to encourage use of
the Plan as a long-term shareholder investment service.
28. When does a notice to sell shares become effective? A notice to the Agent
to sell shares 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 sale effective on that dividend
record date. If a notice to sell shares is received by the Agent less than 15
days prior to a dividend record date, that dividend will be reinvested
according to the terms of this Plan and the notice to sell will take effect
immediately after the settlement date of the reinvestment of such dividend.
29. Are there any expenses to participants in connection with sales under the
Plan? Yes. There are brokerage commissions on the sale of shares under this
Plan. In addition, participants selling shares under the Plan will be
required to pay any transfer tax (if applicable) arising in connection with
the sale and an administrative fee of 5% of the gross proceeds (not to exceed
$10.00) charged by the Agent. Such expenses will be deducted from the
proceeds of the sale of the participant's shares.
30. What is the price of shares sold? The price of the Company's Common Stock
sold under the Plan will be the actual price at which the shares are sold by
the Agent. Following settlement of the sale of shares under this Plan, a
participant will receive cash equal to the value of the shares sold by the
Agent under this Plan less the brokerage commission, applicable transfer tax
and administrative fee described in Question 29 above. Participants who elect
to sell shares are advised that Common Stock prices may decline during the
period between a request for sale and the sale. Such sale by the Agent will
be made within ten business days of receipt of the request for sale.
Termination of Participation in Plan
31. 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
c/o Boston EquiServe, L.P.
Dividend Reinvestment Department
Mail Stop 45-01-06
P.O. Box 1681
Boston, MA 02105-1681
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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 cash equal to the
value of any fractional shares held in his Plan account plus (a) a
certificate for any full shares held in his account and (b) the proceeds of
the sale of shares, in accordance with the sale of shares procedure, if the
participant has requested that any full shares in his Plan account be sold .
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 processed 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.
32. 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.
33. 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
34. 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, and sales made
through the Plan are treated like sales of shares outside of the Plan.
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
35. 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.
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36. 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
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, nor can the Company
guarantee that share prices will not decline between a participant's request
that shares be sold and the Agent's sale of those shares.
37. 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.
38. 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, 1995.
EnergyNorth, Inc. Quarterly Report on Form 10-Q for the quarter ended
December 31, 1995.
EnergyNorth, Inc. Current Report on Form 8-K filed February 9, 1996.
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.
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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, 1995 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.
11
<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
<TABLE>
<CAPTION>
Page
------
<S> <C>
The Company 2
Description of the Plan 2
Use of Proceeds 10
Incorporation by Reference 10
Indemnification 11
Legal Matters 11
Experts 11
</TABLE>
-----------------------------
-----------------------------
100,000 SHARES
[ENERGYNORTH LOGO]
Common Stock (Par Value $1.00)
-----------------------------
PROSPECTUS
-----------------------------
Dividend Reinvestment
and Stock Purchase Plan
February 16, 1996
------------------------------
------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits
The Exhibit Index is on page II-2 of this Post-Effective Amendment No. 1
to the Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Post- Effective Amendment No. 1 to the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Manchester, State of New Hampshire, on February
15, 1996.
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
Post-Effective Amendment No. 1 to the Registration Statement has been signed
by the following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- ----------------------------------- -------------------------------------------------- --------------------
<S> <C> <C>
/s/ Edward T. Borer
...............................................
Edward T. Borer Director; Chairman of the Board February 15, 1996
/s/ Robert R. Giordano
...............................................
Robert R. Giordano Director, President and Chief Executive Officer February 15, 1996
(principal executive officer)
/s/ Michael J. Mancini, Jr.
...............................................
Michael J. Mancini, Jr. Senior Vice President February 15, 1996
(principal financial officer)
/s/ David A. Skrzysowski
...............................................
David A Skrzysowski Vice President and Controller February 15, 1996
(principal accounting officer)
/s/ Constance B. Girard-diCarlo
...............................................
Constance B. Girard-diCarlo Director February 15, 1996
/s/ Roger C. Avery
...............................................
Roger C. Avery Director February 15, 1996
/s/ N. George Mattaini
...............................................
N. George Mattaini Director February 15, 1996
/s/ Richard J. Censits
...............................................
Richard J. Censits Director February 15, 1996
/s/ Joan P. Cudhea
...............................................
Joan P. Cudhea Director February 15, 1996
</TABLE>
11-1
<PAGE>
INDEX OF EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit Page No.
- ---------- ------------------------------------------------------------------------------ ------------
<S> <C> <C>
99 EnergyNorth, Inc.'s Dividend Reinvestment and Stock Purchase Plan, as amended
</TABLE>
11-2
ENERGYNORTH, INC.
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
as Amended November 29, 1995
This amended Dividend Reinvestment and Stock Purchase Plan (the "Plan")
is approved by the Board of Directors of EnergyNorth, Inc. as of November 29,
1995, effective February 16, 1996. 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, February 15, 1995, and
November 29, 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 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
<PAGE>
- 2 -
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.
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 -
BANK OF BOSTON
c/o Boston EquiServe, L.P.
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
c/o Boston EquiServe, L.P.
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, up to a maximum of $2,500.00 in any calendar 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 and sales of shares in accordance with the sale
of shares procedure outlined in Questions 27-30 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,
c/o Boston EquiServe, L.P., 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>
- 7 -
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 shares 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, c/o Boston
<PAGE>
- 11 -
EquiServe, L.P., 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
<PAGE>
- 12 -
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.
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.
<PAGE>
- 13 -
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 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
<PAGE>
- 14 -
certificates have not been issued will be issued in accordance with paragraph 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.
SALE OF SHARES
27. May a participant sell shares under the Plan?
Yes. A participant may direct the Agent to sell all or a portion of the
shares held in the participant's Plan account and, generally, all or a portion
of the shares represented by certificates which have been delivered to the Agent
for safekeeping pursuant to the safekeeping service described in Question 18
above, at any time, beginning with the date on which the participant's first
dividend reinvestment occurs, by written notice, preferably by completing the
form provided with the account statement, to: BANK OF BOSTON c/o Boston
EquiServe, L.P. Dividend Reinvestment Department Mail Stop 45-01-06 P.O. Box
1681 Boston, MA 02105-1681
However, the Company reserves the right to reject the sale of shares held by the
Agent for safekeeping on the grounds of perceived abuse of this selling
privilege. Such reservation is intended to prevent eligible shareholders from
joining the Plan,
<PAGE>
- 15 -
and participants from delivering certificates for shares to the Agent for
safekeeping under the Plan, solely for the purpose of exercising this selling
privilege, and to encourage use of the Plan as a long-term shareholder
investment service.
28. When does a notice to sell shares become effective?
A notice to the Agent to sell shares 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 sale
effective on that dividend record date. If a notice to sell shares is received
by the Agent less than 15 days prior to a dividend record date, that dividend
will be reinvested according to the terms of this Plan and the notice to sell
will take effect immediately after the settlement date of the reinvestment of
such dividend.
29. Are there any expenses to participants in connection with sales
under the Plan?
Yes. There are brokerage commissions on the sale of shares under this
Plan. In addition, participants selling shares under the Plan will be required
to pay any transfer tax (if applicable) arising in connection with the sale and
an administrative fee of 5% of the gross proceeds (not to exceed $10.00) charged
by the Agent. Such expenses will be deducted from the proceeds of the sale of
the participant's shares.
30. What is the price of shares sold?
The price of the Company's Common Stock sold under the Plan will be the
actual price at which the shares are sold by the
<PAGE>
- 16 -
Agent. Following settlement of the sale of shares under this Plan, a participant
will receive cash equal to the value of the shares sold by the Agent under this
Plan less the brokerage commission, applicable transfer tax and administrative
fee described in Question 29 above. Participants who elect to sell shares are
advised that Common Stock prices may decline during the period between a request
for sale and the sale. Such sale by the Agent will be made within ten business
days of receipt of the request for sale.
TERMINATION OF PARTICIPATION IN PLAN
31. 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
c/o Boston EquiServe, L.P.
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
<PAGE>
- 17 -
directly to the shareholder unless the shareholder re-enrolls in the Plan.
Upon such termination, the participant will receive cash equal to the
value of any fractional shares held in his Plan account plus (a) a certificate
for any full shares held in his account and (b) the proceeds of the sale of
shares, in accordance with the sale of shares procedure, if the participant has
requested that any full shares held in his Plan account be sold. 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
processed 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.
32. 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.
33. 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
<PAGE>
- 18 -
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
34. 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, and sales made
through the Plan are treated like sales of shares outside of the Plan.
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.
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OTHER INFORMATION
35. 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.
36. 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, nor can the Company guarantee that share prices will not
decline between a participant's request that shares be sold and the Agent's sale
of those shares.
37. 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.
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38. 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.
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.
