As filed with the Securities and Exchange Commission on November __, 1996
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
FORM S-3
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
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E'TOWN CORPORATION
(Exact name of registrant as specified in its charter)
New Jersey 22-2596330
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
600 SOUTH AVENUE
WESTFIELD, NEW JERSEY 07091-0788
908-654-1234
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
-----------------------
ANDREW M. CHAPMAN
Chief Financial Officer and Treasurer
E'town Corporation
600 South Avenue
Westfield, New Jersey 07091-0788
908-654-1234
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
-----------------------
Copies to:
DAVID P. FALCK, ESQ.
Winthrop, Stimson, Putnam & Roberts
One Battery Park Plaza
New York, New York 10004-1490
Approximate date of commencement of proposed sale to the public: As
soon as practicable after the Registration Statement becomes effective.
-----------------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. |X|
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. |_|
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. |_|
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. |_|
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. |_|
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<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
Proposed Proposed
Title of each maximum maximum
class of securities Amount to be offering price aggregate Amount of
to be registered registered per unit <F1> offering price(1) registration fee
- - ------------------------------------------------------------------------------------------------------------------------------ -----
<S> <C> <C> <C> <C>
Common Stock, without
par value <F2>.................. 500,000 shares $28.625 $14,312,500 $4,337
====================================================================================================================================
<FN>
<F1> Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457 under the Securities Act of 1933 based on the
average of the reported high and low sales of the Common Stock reported
on the New York Stock Exchange on November 18, 1996.
<F2> The Registration Statement also pertains to Rights to purchase 1/100th
of one share of Common Stock of the Registrant (the "Rights"). Until
the occurrence of certain prescribed events the Rights are not
exercisable, are evidenced by the certificates for E'town Corporation
Common Stock and will be transferred only with such securities.
-----------------------
Pursuant to Rule 429 under the Securities Act of 1933, as amended, the
prospectus filed as a part of this registration statement will be used as a
combined prospectus in connection with the securities registered under this
registration statement and the securities previously registered under
registration statement No. 33-56013. At the date of filing hereof, 204 shares of
Common Stock remain registered and unissued under registration statement No.
33-56013.
</FN>
</TABLE>
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<PAGE>
PROSPECTUS
E'TOWN CORPORATION
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
Common Stock
(Without Par Value)
--------------------------------------------
The Dividend Reinvestment and Stock Purchase Plan (the "Plan") provides a simple
and convenient method for shareholders of E'town Corporation (the "Company") to
purchase shares of Common Stock of the Company without payment of any brokerage
commission or service charge.
The investment options offered under the Plan are either one or both of the
following:
Dividend Reinvestment - Reinvest dividends on all shares held or on
less than all shares held and continue to receive cash dividends on
other shares owned.
Cash Payments - Invest by making optional cash payments at any time in
an amount up to a total of $2,000 per calendar month (minimum $100 per
payment).
The price per share purchased under the Plan will be an amount equal to 95% of
the average of the high and low sale prices for the Company's Common Stock, as
reported in the New York Stock Exchange Composite Transactions, for each of the
five consecutive trading days ending with the Investment Date. The Company
reserves the right to give notice at any time that, effective with a specified
Investment Date following such notice, the price per share purchased under the
Plan with reinvested dividends, optional cash payments or both will be an amount
equal to 100% of the average of such reported high and low prices.
This Prospectus relates to 500,204 authorized and unissued shares of Common
Stock of the Company for use under the Plan.
This Prospectus should be retained for future reference.
------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR BY 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 November 25, 1996
<PAGE>
AVAILABLE INFORMATION
E'town Corporation ("E'town" or the "Company") is subject to
the informational requirements of the Securities Exchange Act of 1934 (the
"Exchange Act") and, in accordance therewith, files reports, proxy statements
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 maintained by the
Commission, at 450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549;
and at the regional offices of the Commission at Northwestern Atrium Center, 500
West Madison Street, Suite 1400, Chicago, Illinois 60661-2511 and at 7 World
Trade Center, 13th Floor, New York, New York 10048. Copies of such materials can
also be obtained from the Public Reference Section of the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. The Commission
maintains a Web site that contains reports, proxy and information statements and
other information regarding reporting companies under the Exchange Act,
including the Company, at http://www.sec.gov. The Common Stock of the Company is
listed on the New York Stock Exchange. Reports, proxy statements and other
information concerning the Company can also be inspected and copied at the
offices of the New York Stock Exchange, 20 Broad Street, New York, New York
10005.
The Company has filed with the Commission a Registration
Statement on Form S-3 with respect to the offering made hereby. This Prospectus
does not contain all of the information set forth in the Registration Statement
and the exhibits thereto. Copies of the Registration Statement and the exhibits
thereto may be inspected without charge at offices of the Commission, and copies
of all or any portion thereof may be obtained from the Commission upon payment
of the prescribed fees.
--------------
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents filed by the Company with the
Commission are incorporated by reference into this Prospectus and made a part
hereof as of their respective dates:
1. The Company's Annual Report on Form 10-K for the year
ended December 31, 1995.
2. The Company's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1996, June 30, 1996 and
September 30, 1996.
3. The description of the Company's common stock
purchase rights contained in the Company's
Registration Statement on Form 8-A, dated February 4,
1991.
All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date of this Prospectus and
prior to the termination of this offering shall be deemed to be incorporated by
reference in this Prospectus and to be a part hereof from the date of filing of
such documents. Such documents and the documents enumerated above are
hereinafter referred to as "Incorporated Documents"; provided, however, that the
documents enumerated above or subsequently filed by the Company pursuant to
Sections 13, 14 or 15 of the Exchange Act in each year during which this
offering is in effect prior to the filing with the Commission of the Company's
Annual Report on Form 10-K covering such year shall not be Incorporated
Documents or be incorporated by reference in this Prospectus or be a part hereof
from and after such filing of such Annual Report on Form 10-K. Any statement
contained in an Incorporated Document shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed Incorporated Document
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
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<PAGE>
The information relating to the Company and its subsidiaries
does not purport to be comprehensive. Additional information concerning the
business and affairs of the Company and its subsidiaries, including recent
regulatory orders and pending regulatory proceedings, descriptions of certain
regulations to which these companies are subject, and their capital requirements
and resources, is contained in the Incorporated Documents.
The Company undertakes to provide without charge to each
person to whom a copy of this Prospectus has been delivered, on the written or
oral request of any such person, a copy of any document referred to above which
has been incorporated in this Prospectus by reference other than exhibits to
such document (unless such exhibits are specifically incorporated by reference
into such document). Requests for such copies should be directed to: Andrew M.
Chapman, Chief Financial Officer and Treasurer, E'town Corporation, 600 South
Avenue, Westfield, New Jersey 07091-0788; Telephone: (908) 654-1234.
No person is authorized to give any information or make any
representation not contained, or incorporated by reference, in this Prospectus,
and, if given or made, such information or representation must not be relied
upon as having been authorized by the Company. This Prospectus is not an offer
to sell or a solicitation of an offer to buy any of the securities offered
hereby in any jurisdiction to any person to whom it is unlawful to make such
offer in such jurisdiction. Neither the delivery of this Prospectus nor any sale
made hereunder shall, under any circumstances, create any implication that there
has been no change in the affairs of the Company since the date hereof.
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<PAGE>
The following summary is qualified in its entirety by reference to the more
detailed information and financial statements which appear elsewhere in this
Prospectus or in the Incorporated Documents.
THE COMPANY
The Company, a New Jersey corporation, is a holding company whose
principal subsidiary, Elizabethtown Water Company ("Elizabethtown"), is a
regulated public utility providing water service in Central New Jersey.
Elizabethtown and The Mount Holly Water Company ("Mount Holly"), a wholly owned
subsidiary of Elizabethtown are engaged in the treatment and distribution of
water for domestic, commercial, industrial and fire protection purposes and for
resale to municipal systems and other investor-owned water companies. Throughout
their central and southern New Jersey service areas, Elizabethtown and Mount
Holly serve a retail franchise area with a population of approximately 570,000
and provide, on a wholesale basis, a portion of the water requirements of eight
municipal entities and three investor-owned water utilities. Real estate parcels
owned by E'town and another subsidiary, E'town Properties, Inc., totalling
approximately 740 acres, are either held for sale or are in the process of being
zoned and permitted with the intent of offering these properties for future
sale. Through a majority-owned joint venture, Applied Watershed Management,
L.L.C., E'town is pursuing non-regulated opportunities related to water and
wastewater management primarily in New Jersey.
The Company's executive offices are located at 600 South Avenue,
Westfield, New Jersey 07091-0788. Its telephone number is (908) 654-1234.
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<PAGE>
THE PLAN
Purpose
1. What is the purpose of the Plan?
The purpose of the Plan is to provide Stockholders of record
of the Common Stock of the Company with a convenient method of investing cash
dividends and cash payments in shares of the Company's Common Stock without
payment of any brokerage commission or service charge. Since such shares will be
purchased from the Company, the Company will receive additional funds for its
general corporate purposes, including investments in its subsidiaries.
Advantages
2. What are the advantages of the Plan?
Stockholders who elect to participate in the Plan
("Participants") may (a) have cash dividends on some or all of the shares of
Common Stock registered in their names automatically reinvested in new issue
shares of Common Stock each quarter, and/or (b) make cash payments up to $2,000
per calendar month (minimum $100 per payment) to purchase additional shares of
Common Stock. Dividends on shares purchased under the Plan with cash payments or
reinvested dividends will automatically be reinvested in additional stock.
Participants can purchase stock at 95% of the prevailing
market price, subject to the Company's right to give notice of its determination
to change such price per share to 100% of the prevailing market price for the
Company's Common Stock. (See Question 13). No commission or service charge is
paid by Participants in connection with purchases under the Plan. Full
investment of funds is possible because the Plan permits fractions of shares, as
well as full shares, to be credited to Participants' accounts ("Accounts"). In
addition, dividends with respect to such fractions, as well as with respect to
full shares, will be credited to Participants' Accounts and reinvested in new
shares of Common Stock under the Plan. Since certificates are not issued for
shares under the Plan, Participants avoid the cumbersome safekeeping of
certificates for shares credited to their Accounts under the Plan. Regular
statements of accounts will provide simplified record keeping for Participants.
Participation
3. Who is eligible to participate?
All holders of record of at least 20 shares of Common Stock
("Stockholders") are eligible to participate in the Plan. In order to be
eligible to participate in the Plan, beneficial owners of shares of the
Company's Common Stock whose shares are registered in names other than their own
must become registered Stockholders by having their shares transferred into
their names. In addition, to remain eligible to participate in the Plan, a
Participant must continue to be the record holder of at least 20 shares of
Common Stock. If at any time a Participant holds less than 20 shares of Common
Stock as holder of record, then the Company will stop reinvesting dividends and
will not accept any optional cash payments on such Participant's shares under
the Plan unless and until such time as such Participant once again becomes
eligible to participate and elects to do so by completing and returning the
required Enrollment Form. (See Question 4).
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<PAGE>
In addition, the Company may give notice that, effective with
a future date to be specified and on such terms and conditions as may be
specified in such notice, up to two members at least 18 years of age of a
household served by Elizabethtown or Mount Holly may become Participants in the
Plan. Such eligible individuals are referred to as "Customers" for the remainder
of this document. (For the sake of convenience, the Plan is drafted as if
Customers are eligible to participate currently.)
The Company reserves the right, in its sole judgment and
discretion, to exclude any Participant from participation in the Plan upon
giving notice of such exclusion by registered or certified mail sent to such
Participant's address as reflected on the Company's records. The Company further
reserves the right to limit the number of Participants having the same or
similar addresses (as shown on the Enrollment Form) to no more than four. In
addition, if it appears to the Company that any present or prospective
Participant is using or contemplating the use of the Plan in a manner or with an
effect that, in the sole judgment and discretion of the Company, is not in the
best interests of the Company or its other shareholders, then the Company may
decline to issue all or any portion of the shares of Common Stock for which any
optional cash payment by or on behalf of such Participant is tendered. Such
optional cash payment (or the portion thereof not to be invested in shares of
Common Stock) will be returned by the Company as promptly as practicable,
without interest.
The Company may at any time require proof of identity or
residence of, or affiliation among, potential participants in the Plan.
4. How does an eligible person participate?
Stockholders and Customers may join the Plan by filling out
the Enrollment Form and returning it to The Bank of New York, as agent under the
Plan ("Agent"). An Enrollment Form may be obtained at any time upon request.
(See Question 9).
Some Stockholders may have shares registered in more than one
name (for example, some shares registered in the name of "John Smith" and others
registered in the name of "John and Mary Smith"). In such situations, but
subject to the Company's reservations of rights as set forth under Question 3,
the Stockholder will receive an Enrollment Form for each registration. If this
occurs, the Stockholder has the choice of signing and returning any of the
Enrollment Forms, but dividends will be reinvested only for those shares for
which Enrollment Forms are signed and returned.
5. When may an eligible person join the Plan?
An eligible person may join in the Plan at any time by sending
a signed Enrollment Form to the Agent.
For dividends to be reinvested in additional shares of Common
Stock, the Agent must receive the Enrollment Form on or prior to the record date
for a cash dividend payment. If the Enrollment Form is received by the Agent
after such record date, reinvestment of dividends will not begin until the
dividend payment date following the next record date. The record date will
generally precede the dividend payment date by 15 days. Dividend payment dates
are expected to be the last business day of March, June, and September, and a
day during the third week of December. (See Question 12).
For cash payments to be reinvested in additional shares of
Common Stock, the Agent must receive the Enrollment Form and, after the
Participant has enrolled in the Plan, any cash payments, at least five business
days before the Investment Date. For any month when a dividend is paid, the
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<PAGE>
Investment Date and Dividend payment date are the same. For other months, the
Investment Date is the last business day of the month. (See Questions 12 and
14). No interest is paid on cash payments received by the Agent prior to an
Investment Date.
Customers will be eligible to join the Plan only if the
Company gives the notice described under Question 3.
6. What does the Enrollment Form provide?
First, the Participant provides necessary identifying
information such as name, address and Taxpayer Identification Number or social
security number, and also signs the form. If the Participant is a Customer, he
must also provide his customer account number.
Second, the Participant elects his/her investment option by
checking one or both of the following options:
a) By checking the box marked "Dividend Reinvestment",
the Participant elects to have the Agent reinvest
dividends paid on some or all of the Participant's
shares of Common Stock in additional shares of Common
Stock. The Participant should fill in the
accompanying blank to specify the number of shares
for which dividends will be reinvested. (If the blank
is not filled in, dividends on all shares owned will
be reinvested.)
b) By checking the box marked "Cash Payment" and
enclosing a check or money order payable to The Bank
of New York, the Participant elects to purchase
shares of Common Stock.
Shares purchased using either the "Dividend Reinvestment" or
"Cash Payment" option will be deposited into the Participant's Plan Account and
dividends on such shares will be automatically reinvested.
7. May a Participant change investment options after becoming a
Participant?
Yes. A Participant may change his or her investment option by
signing a new Enrollment Form and returning it to the Agent. The change in
participation will become effective in the same manner as an initial enrollment
in the Plan as provided under Question 5. If a Participant elects to participate
through the reinvestment of dividends but later decides to reduce the number of
shares on which dividends are being reinvested or to participate through the
cash payment feature only, the Enrollment Form indicating such change of options
must be received by the Agent on or prior to the record date for a dividend
payment in order to stop the unwanted reinvestment of dividends payable on the
following dividend payment date.
It should be remembered that even if the Participant is enrolled only in the
optional cash payment feature, the Agent will reinvest all dividends of shares
credited to the Participant's Plan Account.
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<PAGE>
8. May a Participant transfer shares from an existing Participant Account
(an "Existing Account") to another Account?
Yes. Subject to the Company's reservation of rights as set
forth under Question 3, a Participant may effect "book-to-book" transfers, which
involve transferring shares from an Existing Account in the Plan to another
Existing Account or to a new Participant Account (a "New Account") by following
these steps:
o Call The Bank of New York's toll-free telephone number,
1-800-524-4458, and request a Stock/Bond Power Form and, if a
New Account is to be opened, a Plan Prospectus and an
Enrollment Form.
o If a New Account is be opened, have the new Participant(s)
complete the Enrollment Form with the following information:
- complete name(s) in which the New Account is to be
registered
- address (including zip code)
- taxpayer identification number
o Complete the Stock/Bond Power Form indicating the number of
shares (full and/or fractional) which should be transferred to
the other Existing Account or to the New Account. All
Participants transferring shares from an Existing Account must
sign the request and their signatures must be guaranteed by a
bank, broker or financial institution that is a member of the
Signature Guarantee Medallion Program.
o Send the completed Stock/Bond Power Form, and, if applicable,
the completed Enrollment Form to The Bank of New York at:
The Bank of New York
Dividend Reinvestment Department
P.O. Box 1958
Newark, NJ 07101-9774
9. Where should correspondence regarding the Plan be directed to?
All requests for termination of participation, sales, optional
cash payments or change of address should be directed to:
The Bank of New York
Dividend Reinvestment Department
P.O. Box 1958
Newark, NJ 07101-9774
All correspondence regarding the Plan should be addressed to
the Agent at the following address:
The Bank of New York
Shareholder Services Department
P.O. Box 11258
New York, NY 10277-0758
Telephone: (800) 524-4458
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<PAGE>
Please utilize the tear-off stub portion of your statement when requesting
termination of participation, sales, optional cash payments or change of
address. The Telephone Response Center of the Agent is available Monday through
Friday, 8 A.M. to 6 P.M. Eastern Time. When calling, please identify yourself as
a holder of E'town Corporation Common Stock and please provide your name as it
appears on your stock certificate or Plan statement, as well as your tax
identification number.
Costs
10. Are there any expenses to Participants in connection with purchases
under the Plan?
No. There are no brokerage fees in connection with purchases
of shares under the Plan because shares are purchased from the Company. All
costs of administration of the Plan are to be paid by the Company. Certain
charges as described under Questions 22 and 23 will be incurred by the
Participant in the event his or her shares are sold upon request to the Agent.
Purchase
11. How many shares of Common Stock will be purchased for Participants?
The number of shares to be purchased depends on the amount of
the Participant's dividends being reinvested, the amount of cash payments and
the applicable purchase price per share of Common Stock. Each Participant's
Account will be credited with the number of shares, including fractions computed
to four decimal places, equal to the total amount to be invested divided by the
applicable purchase price per share.
12. When will the shares of Common Stock be purchased under the Plan?
Shares of Common Stock will be purchased under the Plan on the
following dates (each an "Investment Date"). Dividends will be invested as of
the dividend payment date (dividend payment dates are expected to be the last
day of March, June, September and a day during the third week of December).
Optional cash payments will be invested as of each Common Stock dividend payment
date and as of the last business day of each month in which there is not a
Common Stock dividend payment date.
13. What will be the price of shares of Common Stock purchased under the
Plan?
The price per share purchased under the Plan will be an amount
equal to 95% of the average of the high and low sale prices for the Company's
Common Stock, as reported in the New York Stock Exchange Composite Transactions,
for each of the five consecutive trading days ending with the Investment Date.
The Company reserves the right to give notice at any time that, effective with a
specified Investment Date following such notice, the price per share purchased
under the Plan with reinvested dividends, optional cash payments or both will be
an amount equal to 100% of the average of such reported high and low Common
Stock prices.
Optional Cash Payments
14. How does the optional cash payment option work?
Each Participant in the Plan may invest in additional shares
of Common Stock by making optional cash payments at any time. There is no
obligation to make any cash payment. The amount of each cash payment
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<PAGE>
must be at least $100, and the total cash payments invested may not exceed
$2,000 per calendar month. Cash payments will be invested once each month.
(See Question 12).
Optional cash payments by Customers may not be submitted with
payments of their utility bills.
When enrolling in the Plan, cash payments may be made by
enclosing a check or money order (payable in United States dollars to The Bank
of New York) with the Enrollment Form sent to the Agent. Thereafter, cash
payments may be made by sending a check or money order to the Agent along with
the stub attached to the quarterly statement of account which will be sent to
each Participant by the Agent. The Agent will return any second or third party
checks endorsed by you to the Company or to The Bank of New York. Also, foreign
checks not drawn on a United States bank and not payable in United States
dollars will be returned to the Participant.
Cash payments must be received by the Agent not later than the
fifth business day before the optional cash payment Investment Date for each
month. (See Question 12). Cash payments not received in time are held in
anticipation of the next Investment Date. No interest will be paid by the
Company or the Agent on funds pending their investment in Common Stock.
A Participant may, without withdrawing from the Plan, receive
the return of any optional cash payment upon written request received by the
Agent not later than the fifth business day prior to the Investment Date.
Reports to Participants
15. What kind of reports will be sent to Participants in the Plan?
Each participant in the Plan will receive a quarterly
statement. Each statement will show the number of shares of Common Stock
distributed to the Participant and deposited in the Participant's Plan Account
during the quarter, the date of each distribution and the fair market value of
the shares on the date distributed. These statements are a Participant's
continuing record of the cost of his purchases and should be retained for income
tax purposes. In addition, each Participant will receive a copy of each
Prospectus prepared for the Plan and copies of the same communications sent to
all holders of Common Stock, including Quarterly Reports to Stockholders, the
Annual Report, the Notice of Annual Meeting of Stockholders and Proxy Statement,
and IRS information for reporting dividends paid.
Dividends
16. How will dividends be paid on shares held in Plan Accounts?
Dividends on whole shares, and any fraction of a share, held
for the Participant's Account under the Plan will be automatically reinvested in
additional shares of the Company's Common Stock and credited to the
Participant's Plan Account. If a Participant wishes to be paid cash dividends by
check on any shares held for the Participant's Plan Account, the Participant
must request that those shares be withdrawn from the Plan and that certificates
for those shares be issued to him or her. (See Question 17).
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<PAGE>
Certificates for Shares
17. Will certificates be issued for shares of Common Stock purchased under
the Plan?
Normally, certificates for shares of Common Stock purchased
under the Plan will not be issued to Participants. The number of shares credited
to an Account under the Plan will be shown on each statement of account mailed
to the Participant. This convenience protects against loss, theft or destruction
of certificates.
Certificates for any number of whole shares credited to an
Account under the Plan will be issued upon the written request of such
Participant, and the issuance of such certificates will not terminate the
Participant's continuation of the Plan with respect to the remaining shares so
long as such Participant continues to be the holder of record of at least 20
shares of Common Stock. Any such request should be mailed to the Agent. (See
Question 9). Dividends on any full shares and fraction of a share remaining in
the Participant's Plan Account will continue to be automatically reinvested in
additional shares of Common Stock and credited to the Participant's Account.
Shares credited to the Account of a Participant's Plan Account
may not be pledged as collateral. A Participant who wishes to pledge such shares
must request that certificates for such shares be removed from the Plan and
issued in his or her name.
An institution that is required by law to maintain physical
possession of certificates should request the issuance of certificates for
Common Stock purchased under the Plan after each dividend reinvestment has been
completed. This request should be mailed to the Agent. (See Question 9).
Certificates for fractional shares will not be issued
under any circumstances.
18. Does the Company or the Agent (i) provide safekeeping of certificates held
by Stockholders or (ii) accept shares registered in a Participant's name for
deposit to the Plan Account of such Participant?
No. Neither the Company nor the Agent provide safekeeping of
Stockholders' certificates, nor will either of them accept certificates for
shares registered in a Participant's name for cancellation and deposit in such
Participant's Plan Account.
19. In whose name will certificates be registered when issued?
Accounts for Stockholders participating in the Plan are
maintained in the names in which such Stockholders' certificates were registered
at the time they entered the Plan. Consequently, certificates for whole shares
issued upon the request of such Stockholder Participants withdrawing shares from
the Plan will be treated in a routine manner and similarly registered.
Accounts for Customers participating in the Plan are
maintained based upon the identifying information provided by the Customer on
the Enrollment Form when the Customer entered the Plan. Consequently,
certificates for whole shares issued upon the request of such Customer
Participants will be similarly registered.
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<PAGE>
Withdrawal
20. When may a Participant withdraw from the Plan?
A Participant may stop all investment on an Investment Date if
notice of withdrawal from the Plan is received by the Agent not later than five
business days prior to the dividend payment date, in the case of reinvestment of
dividends, or the next Investment Date, in the case of cash payments. Any
dividend or cash payment investment which has been stopped by withdrawal from
the Plan will be remitted by the Agent to the former Participant.
21. How does a Participant withdraw from the Plan?
In order to withdraw from the Plan, a Participant must notify
The Bank of New York, as Agent, that the Participant wishes to withdraw from the
E'town Corporation Dividend Reinvestment and Stock Purchase Plan and give his or
her Account number. (See Question 9). The tear-off stub attached to the bottom
of your quarterly statement of account should be used for this purpose. This may
be done by checking the appropriate box on the back of the stub, signing and
returning the stub to the Agent.
22. How are shares distributed when a Participant withdraws from the Plan
or the Plan is terminated?
When a Participant withdraws from the Plan or on termination
of the Plan by the Company, certificates for whole shares credited to his or her
Account under the Plan and a cash payment representing any fraction of a share
will be mailed directly to the Participant. Any such cash payment will be based
on a current market price of the Company's Common Stock.
Upon his or her withdrawal from the Plan, the Participant may
also request that all of the shares, both whole and fractional, credited to his
or her Account, be sold. If he or she requests such sale, the sale will be made
for the Account of the Participant by the Agent at a market price within ten
trading days after receipt of the request. The Participant will receive the
proceeds of the sale less any applicable brokerage commission and transfer tax.
23. Can the Participant direct the Agent to sell a portion of his shares
held in his Plan Account?
Yes. The Participant will receive the proceeds of the sale
less any applicable brokerage commission and transfer tax.
24. If a Customer moves outside Elizabethtown's service territory or
otherwise ceases to be a Customer, may this person continue to
participate in the Plan?
Yes, so long as this person continuously maintains at least 20
shares registered in his or her name.
25. What are the federal income tax consequences of participation in the
Plan?
Generally, any cash dividend which is reinvested under the
Plan will be taxable as if it had been received by the Participant, even though
the Participant does not actually receive it in cash but, instead, uses it to
purchase shares under the Plan. In this manner, Participants are treated the
same as Stockholders who are not Participants in the Plan.
In addition, the difference between the price of shares
acquired through the reinvestment of dividends and the fair market value of
those shares (for federal income tax purposes) will be treated as additional
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<PAGE>
dividend income to the Participant. This means that both the amount of the
dividend which is reinvested and the amount of the discount from fair market
value at which the shares are acquired will be taxable to the participant at
ordinary income rates in the year the shares are purchased. Likewise, the
discount at which shares are acquired with cash payments will be taxable as
additional dividend income.
A Participant's tax basis for shares acquired under the Plan
with reinvested dividends will be equal to the amount paid for the shares (i.e.,
the amount of the reinvested dividend) plus the amount of the discount from fair
market value included in the Participant's taxable income. The tax basis for
shares acquired under the Plan with cash payments will be the amount of the cash
payments plus the amount of the discount from fair market value which was
taxable as a dividend.
A Participant will not realize any taxable income when he or
she receives certificates for whole shares credited to his or her Account under
the Plan either upon his or her request for certificates for certain of those
shares or upon withdrawal from or termination of the Plan. However, a
Participant who receives, upon withdrawal or termination of the Plan, a cash
adjustment for a fractional share credited to his or her Account may realize a
gain or loss. Gain or loss may also be realized by the Participant when whole
shares are sold either by the Agent upon the Participant's request when he or
she withdraws from the Plan or by the Participant himself or herself after
withdrawal from the Plan. (See Question 22). The amount of such gain or loss
will be the difference between the amount which the Participant receives for his
or her shares or fractional share, and his or her tax basis therefor.
In the case of a Participant who is subject to "backup
withholding," i.e. a Participant that has failed to provide the Agent with a
valid taxpayer identification number, the Agent will withhold the amounts
required to be withheld before the purchase of shares of Common Stock. The
quarterly statements confirming purchases made for such Participants will
indicate the net dividend payment reinvested.
The information set forth in this Question 25 is a summary
only and does not purport to be complete. Each Plan Participant is advised to
consult with his or her own tax advisor regarding specific questions. The
statement of account sent to Participants should be retained for this purpose.
In addition, there may be tax considerations under foreign, state and local law
applicable to Participants.
26. What provision is made for foreign Stockholders subject to income tax
withholding?
In the case of foreign Stockholders (non-resident aliens,
foreign corporations and certain other foreign persons) who elect to have their
dividends reinvested and whose dividends are subject to United States income tax
withholding, the Company will withhold the amounts required to be withheld
before the purchase of shares of Common Stock. The quarterly statements
confirming purchases made for such foreign Participants will indicate the net
dividend payment reinvested.
27. What happens when a Stockholder sells or transfers all or a portion of
the shares registered in his name?
If a Participant disposes of all of the shares of Common Stock
registered in the Participant's name, other than shares credited to his Plan
Account, then, so long as the Participant continues to be eligible to
participate in the Plan as described under Question 3 (including continuing to
be a holder of record of at least 20 shares of Common Stock), the Agent will
continue to reinvest the dividends on the shares credited to the Participant's
Plan Account until the Participant notifies the Agent that he or she wishes to
withdraw from the Plan. Prior to such withdrawal, cash payments may continue to
be made by the Participant as long as there are shares credited to his or her
Plan Account.
-13-
<PAGE>
If a Participant who has only a portion of his or her
dividends reinvested pursuant to the Plan disposes of shares of stock to the
extent that he or she has registered in his or her name fewer shares than the
number indicated on the Enrollment Form as the shares for which dividends are to
be reinvested, the Agent will deem all remaining shares registered in the
Participant's name as credited to his or her Plan Account and will reinvest
dividends on all such shares. A Participant may change his or her investment
options, however, in the manner specified under Question 7.
28. What happens if the Company has a rights offering, issues a stock
dividend or declares a stock split?
A Participant's entitlement in a rights offering will be based
upon total holdings: those shares of Common Stock registered in the
Participant's name, if any, on the books of the Company and those credited to
his or her Account under the Plan. Rights with respect to all shares will be
mailed directly to the Participant. However, rights will be issued to the
Participant for the number of whole shares only and rights based on a fraction
of a share held in a Participant's Account will be sold and the net proceeds
will be applied as a cash payment to purchase new issue shares of Common Stock
under the Plan on the next Investment Date.
Stock dividends distributed on shares held by, and registered
in the name of, a Participant on the books of the Company, as well as shares
distributed on account of any split of such shares, will be mailed directly to
the Participant. Additional shares resulting from stock dividends or stock
splits on shares credited to a Participant's Account in the Plan will be
credited to the Participant's Account.
29. How will a Participant's shares be voted at meetings of Stockholders?
Whole shares credited to the Account of a Participant under
the Plan will be added to the shares registered in the Participant's name, and
the proxy on the combined total will be furnished to the Participant.
Fractional shares cannot be voted.
If no instructions are indicated on a properly signed and
returned proxy card, all of the whole shares will be voted in accordance with
the recommendations of the Company's management. If the proxy card is not
returned or is returned unsigned, none of the Participant's shares will be voted
unless the Participant, or the Participant's duly appointed representative,
votes in person at the meeting.
30. May the Plan be changed or discontinued?
The Company reserves the right at any time to terminate the
Plan or to amend, modify, or suspend the Plan, including, without limitation, to
change the price applicable to shares purchased by Participants under the Plan.
(See Questions 3 and 13). All Participants will receive notice of any such
amendment, modification, suspension or termination, which notice may be before
or after the fact. Any uninvested funds held by the Agent at the time of any
suspension or termination of the Plan will be remitted by the Agent to the
Participants. The Agent reserves the right to resign at any time upon reasonable
notice to the Company in writing and the Company may elect and appoint a new
Agent, including itself or its nominee, at any time.
31. What is the responsibility of the Company and the Agent under the Plan?
The Company and the Agent will not be 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 purchase shares or
terminate a Participant's Account upon such Participant's death prior to receipt
of notice in writing of such death or with respect to any fluctuation in market
value before or after purchase or sale of Common Stock.
-14-
<PAGE>
PARTICIPANTS SHOULD RECOGNIZE THAT NEITHER THE COMPANY NOR THE
AGENT CAN ASSURE THEM OF A PROFIT OR PROTECT THEM AGAINST A LOSS ON THE SHARES
OF COMMON STOCK PURCHASED UNDER THE PLAN.
USE OF PROCEEDS
The Company has no basis for estimating the number of shares
of Common Stock that will ultimately be purchased under the Plan or the prices
at which such shares will be sold. The net proceeds realized by the Company from
shares of Common Stock sold under the Plan will be added to the general funds of
the Company and used for general corporate purposes, including investments in
its subsidiaries.
DESCRIPTION OF COMMON STOCK
Certain provisions of the Company's Certificate of Incorporation and
By-Laws and Elizabethtown's Restated Certificate of Incorporation and
Elizabethtown's indentures are summarized or referred to below. The summaries
are merely an outline, do not purport to be complete, do not relate to or give
effect to the provisions of statutory or common law, and are qualified in their
entirety by express reference to such Certificates of Incorporation, By-Laws and
indentures.
The Company is authorized by its Certificate of Incorporation to issue
15,000,000 shares of Common Stock, without par value, of which 7,701,544 shares
were issued and outstanding as of September 30, 1996. As of December 31, 1995,
the Company has agreed to keep reserved for issuance 293,775 shares of Common
Stock to satisfy the privileges of the Company's subordinated debentures which
are convertible into Common Stock at a conversion price of $40.00 per share,
subject to adjustment.
The holders of Common Stock of the Company are entitled to receive
dividends as and when declared by the Board of Directors of the Company out of
funds legally available for dividends. Payment of common stock dividends by
Elizabethtown (which currently constitutes the predominant source of cash from
earnings available to the Company) is restricted by certain provisions of the
eight indentures under which debentures of Elizabethtown are outstanding. At
December 31, 1995, $7,753,084 of Elizabethtown's retained earnings were
restricted under the most restrictive of these indenture provisions. In the
event of liquidation, dissolution or winding up of the Company, the holders of
Common Stock are entitled to share ratably in all assets remaining after payment
of liabilities. The holders of record of Common Stock are entitled to one vote
for each share of such stock held by them. The holders of Common Stock have no
cumulative voting, preemptive or conversion rights and are not subject to
further calls or assessments by the Company. There are no redemption or sinking
fund provisions applicable to the Common Stock. The Common Stock currently
outstanding is, and the Common Stock offered pursuant to this Prospectus will
be, fully paid and non-assessable.
At the Annual Meeting of Shareholders on May 6, 1991, holders of the
Company's Common Stock adopted an amendment to the Company's Certificate of
Incorporation which provided for, among other things, a classified Board of
Directors. Such amendment may only be amended or repealed by the affirmative
vote of the holders of at least 80% of the Company's Common Stock. Also in May
1991, the Board of Directors approved revisions to the Company's By-Laws which
provided for, among other things, certain notice requirements for business to be
properly brought by shareholders before an annual or special meeting of
shareholders, certain procedures for the nomination of directors by
shareholders, the fixing of record dates with respect to action to be taken by
shareholder vote or by written consent, and the calling of special meetings of
-15-
<PAGE>
shareholders pursuant to a vote of the Board of Directors, action by the
Chairman or a request of shareholders holding at least 40% of the capital stock
of the Company.
The outstanding Common Stock of the Company is traded on the New York
Stock Exchange. The Bank of New York is the Registrar and Transfer Agent for the
Common Stock of the Company. The Bank of New York may use its wholly owned
subsidiary, BNY Brokerage Inc., for trading activity relative to the Plan on
behalf of the Plan Participants. BNY Brokerage, Inc. will receive a commission
in connection with any such transactions it processes.
On January 24, 1991, pursuant to a shareholders' rights plan adopted by
the Company, the Board of Directors of the Company declared a dividend of one
share purchase right (a "Right") for each outstanding share of Common Stock (the
"Shares") of the Company. The dividend was paid on February 4, 1991 (the "Record
Date") to the shareholders of record on that date. Generally, each share of
Common Stock issued after the Record Date, including the shares of Common Stock
offered hereby, carries one Right. Each Right entitles the registered holder to
purchase from the Company 1/100th of one Share at a price of $.80 per 1/100th of
one Share, subject to adjustment. Until the occurrence of certain specified
events, including the acquisition by certain third parties of a large amount of
Common Stock or attempts to acquire the Company, the Rights are not exercisable,
have no dilutive effect, are evidenced by the certificates for the shares of the
Company's Common Stock and will be transferred only with such securities. A more
complete description of the Rights is set forth in the Company's Registration
Statement on Form 8-A, as amended, and the exhibits thereto, which description
has been incorporated by reference herein. See "Incorporation of Certain
Information by Reference."
LEGAL MATTERS
The legality of the Common Stock offered hereby has been
passed upon for the Company by Walter M. Braswell, Esq., Secretary of the
Company. As of September 30, 1996, Mr. Braswell owned approximately 8,283 shares
of the Company's Common Stock.
EXPERTS
The financial statements and the related financial statement
schedules incorporated in this prospectus by reference from the Company's Annual
Report on Form 10-K have been audited by Deloitte & Touche LLP, independent
auditors, as stated in their reports, which are incorporated herein by
reference, and have been so incorporated in reliance upon the reports of such
firm given upon their authority as experts in accounting and auditing.
INDEMNIFICATION
New Jersey law permits, and the Company's By-Laws provide,
that the Company shall, under certain circumstances, indemnify its directors and
officers against liabilities, including liabilities arising under the Securities
Act of 1933 (the "Securities Act"). Insofar as indemnification for liabilities
arising under the Securities Act may be permitted to directors or officers
pursuant to the Company's By-Laws, the Company has been informed that in the
opinion of the Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable.
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<PAGE>
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.*
Securities and Exchange Commission filing fee...............$ 4,337
New York Stock Exchange listing fee......................... 1,800
Costs of printing and engraving............................. 2,000
Legal fees and expenses..................................... 10,000
Accounting fees and expenses................................ 4,000
Miscellaneous expenses...................................... 863
---
Total..............................................$23,000
=======
-----------------------------
* All expenses except for the Securities and Exchange
Commission filing fee are estimated.
Item 15. Indemnification of Directors and Officers.
Article 3, Section 6 of the Company's By-Laws provides that
the Company shall indemnify each director or officer of the Company and any
person who, at the request of the Company, has served as a director, officer or
trustee of another corporation in which the Company has a financial interest,
against reasonable costs, expenses and counsel fees paid or incurred (including
any judgments, fines or reasonable settlements exclusive of any amount paid to
the Company in settlement) in connection with the defense of any action, suit or
proceeding in which such person is named as a party by reason of having been
such director, officer or trustee or by reason of any action taken or not taken
in such capacity unless such director, officer or trustee is finally adjudged to
have been derelict in the performance of his duties as director, officer or
trustee. If any such action, suit or proceeding is settled or otherwise
terminated as against such director, officer or trustee without a final
determination on the merits and the Board of Directors of the Company shall
determine that such director, officer or trustee has not in any substantial way
been derelict in the performance of his duties as charged in such action, suit
or proceeding, the Company shall indemnify such director, officer or trustee as
aforesaid.
Such rights of indemnification are not exclusive of any rights
to which a director or officer of the Company may have pursuant to statute or
otherwise.
Section 14A:3-5 of the New Jersey Business Corporation Act
(the "Act") gives a corporation the power, without a specific authorization in
its certificate of incorporation or by-laws, to indemnify a corporate agent
against expenses and liabilities incurred in connection with certain proceedings
involving the corporate agent by reason of his being or having been such a
corporate agent, provided that with regard to a proceeding other than one by or
in the right of the corporation, the corporate agent must have 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 proceeding, such
corporate agent had no reasonable cause to believe his conduct was unlawful. In
any such proceeding, termination of a proceeding by judgment, order, settlement,
conviction or upon plea of nolo contendere or its equivalent does not of itself
create a presumption that any such corporate agent failed to meet the above
applicable standards of conduct. The indemnification provided by the Act does
not exclude any rights to which a corporate agent may be entitled under a
certificate of incorporation, by-law, agreement, vote of shareholders or
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<PAGE>
otherwise. No indemnification, other than that required when a corporate agent
is successful on the merits or otherwise in any of the above proceedings shall
be allowed if such indemnification would be inconsistent with a provision of the
certificate of incorporation, a by-law or a resolution of the board of directors
or of the shareholders, an agreement or other proper corporate action in effect
at the time of the accrual of the alleged cause of action which prohibits,
limits or otherwise conditions the exercise of indemnification powers by the
corporation or the rights of indemnification to which a corporate agent may be
entitled.
The Company also has insurance policies which, among other
things, provide officers and directors liability coverage, individually and in
the aggregate up to a limit of $20 million within a 12-month period.
II-2
<PAGE>
Item 16. Exhibits.
Exhibit No. Description
4(a) - Company's Certificate of Incorporation, as amended (filed as
Exhibit 4(a) in Registration Statement No. 33-42509).*
4(b) - By-Laws of the Company, as amended (filed as Exhibit 3(b) in the
Company's Form 10-K for the year ended December 31, 1992).*
4(c) - Rights Agreement dated as of February 4, 1991 between the Company
and the Rights Agent named therein (filed as Exhibit 4(n) in
Registration Statement No. 33-38566).*
4(d) - Form of Common Stock Certificate (filed as Exhibit 4(d) to
Registration Statement No. 33- 61386).*
4(e) - E'town Corporation Dividend Reinvestment and Stock Purchase Plan
(set forth in full in the Prospectus, to which reference is hereby
made)
5 - Opinion of Walter M. Braswell, Esq., as to the securities being
registered.
23(a) - Consent of Walter M. Braswell, Esq. (contained in Exhibit 5).
23(b) - Consent of Deloitte & Touche LLP, Independent Auditors.
24 - Power of Attorney.
99 - Form of Enrollment Form (filed as "Authorization Form," Exhibit 99
to Registration Statement No. 33-67992).*
-----------------
* Incorporated by reference.
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which,
II-3
<PAGE>
individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement.
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement or any material change to such information
in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the registrant pursuant to section 13 or section
15(d) of the Securities Exchange Act of 1934 that are incorporated by reference
in the registration statement.
(2) That, for the purpose of determining any liability under the Securities Act
of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.
(4) 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.
II-4
<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 Westfield and State of New Jersey, on the 21st
day of November, 1996.
E'TOWN CORPORATION
By /s/Walter M. Braswell
------------------------------
Walter M. Braswell
Secretary
Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed below by the following persons
in the capacities and on the date indicated.
Signature Title Date
/s/ Robert W. Kean, Jr. Chairman Chief Executive November 21, 1996
- - ---------------------- Officer and Director
Robert W. Kean, Jr. Principal Executive
Officer
/s/ Henry S. Patterson, II President and Director November 21, 1996
- - --------------------------
Henry S. Patterson, II
/s/ Anne Evans Estabrook Vice President and Director November 21,1996
- - ------------------------
Anne Evans Estabrook
/s/ Walter M. Braswell Secretary November 21, 1996
- - ----------------------
Walter M. Braswell
/s/ Andrew M. Chapman Chief Financial Officer November 21, 1996
- - ---------------------- and Treasurer (Principal
Andrew M. Chapman Financial Officer
/s/ Brendan T. Byrne Director November 21, 1996
- - --------------------
Brendan T. Byrne
II-5
<PAGE>
/s/ Thomas J. Cawley Director November 21, 1996
- - --------------------
Thomas J. Cawley
/s/ John Kean Director November 21, 1996
- - -------------
John Kean
/s/ Robert W. Kean, III Director November 21, 1996
- - -----------------------
Robert W. Kean, III
/s/ Anthony S. Cicatiello Director November 21, 1996
- - -------------------------
Anthony S. Cicatiello
/s/ Barry T. Parker Director November 21, 1996
- - -------------------
Barry T. Parker
/s/ Hugo M. Pfaltz, Jr. Director November 21, 1996
- - ------------------------
Hugo M. Pfaltz, Jr.
/s/ Chester A. Ring, 3rd Director November 21, 1996
- - ------------------------
Chester A. Ring, 3rd
*By /s/Walter M. Braswell November 21, 1996
- - -------------------------
Walter M. Braswell
Attorney-in-fact
II-6
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
4(a) - Company's Certificate of Incorporation, as amended (filed as
Exhibit 4(a) in Registration Statement No. 33-42509).*
4(b) - By-Laws of the Company, as amended (filed as Exhibit 3(b) in
the Company's Form 10-K for the year ended December 31, 1992).*
4(c) - Rights Agreement dated as of February 4, 1991 between the
Company and the Rights Agent named therein (filed as Exhibit
4(n) in Registration Statement No. 33-38566).*
4(d) - Form of Common Stock Certificate (filed as Exhibit 4(d) to
Registration Statement No. 33-61386).*
4(e) - E'town Corporation Dividend Reinvestment and Stock Purchase
Plan (set forth in full in the Prospectus, to which reference
is hereby made).
5 - Opinion of Walter M. Braswell, Esq., as to the securities being
registered.
23(a) - Consent of Walter M. Braswell, Esq. (contained in Exhibit 5).
23(b) - Consent of Deloitte & Touche LLP, Independent Auditors.
24 - Power of Attorney.
99 - Form of Enrollment Form (filed as "Authorization Form," Exhibit
99 to Registration Statement No. 33-67992).*
- - -----------------
* Incorporated by reference.
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<PAGE>
Exhibit 5
E'TOWN CORPORATION
600 South Avenue
Westfield, New Jersey 07090
November 21, 1996
E'town Corporation
600 South Avenue
Westfield, New Jersey 07090
Ladies and Gentlemen:
I have acted as counsel to E'town Corporation (the "Company")
in connection with the proposed issuance from time to time of up to 500,000
additional shares of Common Stock, without par value (the "Additional Common
Stock"), of the Company pursuant to the Company's Dividend Reinvestment and
Stock Purchase Plan. As Secretary of the Company, I have examined, among other
things, the registration statement on Form S-3, and the prospectus included
therein, being filed under the Securities Act of 1933 with respect to the
Additional Common Stock (the "Registration Statement"). I have also examined and
am familiar with the originals and copies, certified or otherwise identified to
my satisfaction, of pertinent documents, corporate records and other instruments
relating to the issuance of the Additional Common Stock and other actions and
proceedings relating thereto.
Based upon the foregoing, I am of the opinion that when (i)
the Registration Statement shall have become effective and (ii) the Additional
Common Stock shall have been issued and delivered against payment therefor as
contemplated in the Registration Statement, the Additional Common Stock will be
legally issued, fully paid and non-assessable.
I am admitted to the bar of the State of New Jersey and do not
hold myself out as an expert on the laws of any other jurisdiction. I hereby
consent to the filing of this opinion as an exhibit to the Registration
Statement and to the use of my name under the heading "Legal Matters" in the
prospectus included in the Registration Statement.
Very truly yours,
/s/ Walter M. Braswell
----------------------
Walter M. Braswell
Secretary
<PAGE>
Exhibit 23(b)
[DELOITTE & TOUCHE LLP LETTERHEAD]
Two Hilton Court
P.O. Box 319
Parsippany, New Jersey 07054-0319
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
E'town Corporation on Form S-3 of our reports dated February 16, 1996 and March
28, 1996, appearing in and incorporated by reference in the Annual Report on
Form 10-K of E'town Corporation for the year ended December 31, 1995 and to the
reference to us under the heading "Experts" in the Prospectus, which is part of
this Registration Statement.
Deloitte & Touche LLP
Parsippany, New Jersey
November 22, 1996
<PAGE>
Exhibit 24
E'TOWN CORPORATION
POWER OF ATTORNEY
Each of the directors of E'town Corporation (the "Company") whose
signatures appear below does hereby constitute and appoint WALTER M. BRASWELL,
ANDREW M. CHAPMAN and DAVID P. FALCK and each of them severally, as his or her
true and lawful attorney-in-fact to execute in his or her name and on his or her
behalf, in any and all capacities, a Registration Statement on Form S-3 to be
filed pursuant to the Securities Act of 1933 in connection with the registration
of 500,000 shares of the Company's Common Stock, without par value, to be issued
and sold under the E'town Corporation Dividend Reinvestment and Stock Purchase
Plan, and any and all pre- and post- effective amendments thereto and other
documents as may be necessary with the Securities and Exchange Commission. Each
of said attorney-in-fact shall have power to act hereunder with or without the
other.
IN WITNESS WHEREOF, each of the undersigned has duly executed
this instrument in the capacity and on the date indicated.
/s/ Brendan T. Byrne
- - -------------------------
Brendan T. Byrne
Director
November 21, 1996
/s/ Thomas J. Cawley
- - -------------------------
Thomas J. Cawley
Director
November 21, 1996
/s/ Anthony S. Cicatiello
- - -------------------------
Anthony S. Cicatiello
Director
November 21, 1996
/s/ Anne Evans Estabrook
- - -------------------------
Anne Evans Estabrook
Director
November 21, 1996
<PAGE>
/s/ John Kean
- - -------------------------
John Kean
Director
November 21, 1996
/s/ Robert W. Kean, Jr.
- - -------------------------
Robert W. Kean, Jr.
Director
November 21, 1996
/s/ Robert W. Kean, III
- - -------------------------
Robert W. Kean, III
Director
November 21, 1996
/s/ Barry T. Parker
- - -------------------------
Barry T. Parker
Director
November 21, 1996
/s/ Henry S. Patterson, II
- - -------------------------
Henry S. Patterson, II
Director
November 21, 1996
/s/ Hugo M. Pfaltz, Jr.
- - -------------------------
Hugo M. Pfaltz, Jr.
Director
November 21, 1996
/s/ Chester A. Ring, 3rd
- - -------------------------
Chester A. Ring, 3rd
Director
November 21, 1996
-2-
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