-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, T9irKzKPf01swJv6njmynNlw73xJ959UORL++C4fFqrcYvswLeb+kWELTmuqCDwE D5fg3KrrQ5HZHLteVGkcjQ== 0000950109-94-000133.txt : 19940209 0000950109-94-000133.hdr.sgml : 19940209 ACCESSION NUMBER: 0000950109-94-000133 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19940207 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CONNECTICUT ENERGY CORP CENTRAL INDEX KEY: 0000310103 STANDARD INDUSTRIAL CLASSIFICATION: 4924 IRS NUMBER: 060869582 STATE OF INCORPORATION: CT FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: S-3 SEC ACT: 33 SEC FILE NUMBER: 033-52191 FILM NUMBER: 94504866 BUSINESS ADDRESS: STREET 1: 855 MAIN STREET CITY: BRIDGEPORT STATE: CT ZIP: 06604 BUSINESS PHONE: 2033828111 MAIL ADDRESS: STREET 1: 855 MAIN ST STREET 2: 855 MAIN ST CITY: BRIDGEPORT STATE: CT ZIP: 06604 S-3 1 FORM S-3 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 7, 1994 REGISTRATION NO. 33- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------------- CONNECTICUT ENERGY CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) CONNECTICUT 06-0869582 (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER) 855 MAIN STREET BRIDGEPORT, CONNECTICUT 06604 (203) 579-1732 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) ---------------- J. RICHARD TIANO, ESQUIRE VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY CONNECTICUT ENERGY CORPORATION 855 MAIN STREET BRIDGEPORT, CONNECTICUT 06604 (203) 579-1732 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) ---------------- COPIES TO: SAMUEL W. BOWLBY, ESQUIRE MICHAEL F. CUSICK, ESQUIRE TYLER COOPER & ALCORN WINTHROP, STIMSON, PUTNAM & ROBERTS 205 CHURCH STREET ONE BATTERY PARK PLAZA P.O. BOX 1936 NEW YORK, NEW YORK 10004-1490 NEW HAVEN, CONNECTICUT 06509-1910 (212) 858-1000 (203) 784-8200 ---------------- Approximate date of commencement of proposed sale to the public: As soon as practicable after this 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. [_] If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [_] CALCULATION OF REGISTRATION FEE - -------------------------------------------------------------------------------- - --------------------------------------------------------------------------------
PROPOSED MAXIMUM PROPOSED MAXIMUM TITLE OF SHARES TO BE AMOUNT TO BE AGGREGATE AGGREGATE AMOUNT OF REGISTERED REGISTERED* PRICE PER UNIT** OFFERING PRICE REGISTRATION FEE - -------------------------------------------------------------------------------------------- Common Stock, $1 Par Value.................. 1,000,000 $22.56 $22,560,000 $7,779.37 shares - --------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------- * Includes 100,000 shares to cover an over-allotment option granted the Underwriters. ** 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 high and low prices of the Common Stock reported on the New York Stock Exchange on February 1, 1994. THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- ++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++ +INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A + +REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE + +SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY + +OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT + +BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR + +THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE + +SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE + +UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF + +ANY SUCH STATE. + ++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++ SUBJECT TO COMPLETION DATED FEBRUARY 7, 1994 PROSPECTUS 900,000 SHARES [LOGO] CONNECTICUT ENERGY CORPORATION COMMON STOCK (PAR VALUE $1 PER SHARE) ----------- The outstanding shares of the Common Stock of Connecticut Energy Corporation (the "Company") are, and the shares offered hereby will be, listed on the New York Stock Exchange under the symbol "CNE." On February 3, 1994, the last reported sale price of the Common Stock on the New York Stock Exchange Composite Tape was $22.875 per share. See "Common Stock Price Range and Dividends." ----------- THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. - -------------------------------------------------------------------------------- - --------------------------------------------------------------------------------
UNDERWRITING PROCEEDS PRICE TO DISCOUNTS AND TO PUBLIC COMMISSIONS(1) COMPANY(2) - -------------------------------------------------------------------------------- Per Share.............................. $ $ $ - -------------------------------------------------------------------------------- Total(3)............................... $ $ $ - -------------------------------------------------------------------------------- - --------------------------------------------------------------------------------
(1) The Company has agreed to indemnify the several Underwriters against certain liabilities, including liabilities under the Securities Act of 1933. See "Underwriting." (2) Before deduction of expenses payable by the Company, estimated at $142,000. (3) The Company has granted to the Underwriters a 30-day option to purchase up to an aggregate of 100,000 additional shares of Common Stock at the Price to Public, less the Underwriting Discount, for the purpose of covering over-allotments, if any. If all such additional shares are purchased by the Underwriters, the total Price to Public, Underwriting Discounts and Commissions and Proceeds to the Company will be $ , $ and $ , respectively. See "Underwriting." ----------- The shares of Common Stock are being offered by the several Underwriters named herein, subject to prior sale, when, as and if accepted by them and subject to certain conditions. It is expected that certificates for the shares of Common Stock offered hereby will be made available for delivery on or about March , 1994, at the offices of Smith Barney Shearson Inc., 388 Greenwich Street, New York, New York 10013. ----------- SMITH BARNEY SHEARSON INC. A.G. EDWARDS & SONS, INC. EDWARD D. JONES & CO. March , 1994 IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON STOCK OF THE COMPANY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON THE NEW YORK STOCK EXCHANGE, IN THE OVER-THE-COUNTER MARKET OR OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. --------------- AVAILABLE INFORMATION The Company has filed with the Securities and Exchange Commission (the "Commission") a Registration Statement on Form S-3 (hereinafter, together with all amendments and exhibits, referred to as the "Registration Statement") under the Securities Act of 1933 (the "1933 Act") with respect to the Common Stock offered hereby. Certain information contained in this Prospectus summarizes, is based upon, or refers to, information and financial statements contained in one or more documents incorporated by reference in the Registration Statement. Accordingly, the information contained herein is qualified in its entirety by reference to such documents and should be read in conjunction therewith. Copies of the Registration Statement 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 fee. The Company is subject to the informational requirements of the Securities Exchange Act of 1934 (the "1934 Act") and in accordance therewith files reports and other information with the Commission. Such reports, proxy statements and other information can be inspected and copied at the Public Reference Section of the Commission, Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the Commission's regional offices at 7 World Trade Center, 13th Floor, New York, New York 10048-1102, and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511. Copies of this material can also be obtained at prescribed rates from the Public Reference Section of the Commission, 450 Fifth Street, N.W., Washington, D.C. 20549. The Company's Common Stock is listed on the New York Stock Exchange (the "NYSE"). Reports, proxy statements and other information concerning the Company can be inspected and copied at the office of the NYSE at Room 401, 20 Broad Street, New York, New York. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The Company's Annual Report on Form 10-K for the fiscal year ended September 30, 1993 and the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 1993, filed by the Company with the Commission pursuant to the 1934 Act, are hereby incorporated in this Prospectus by reference. All documents subsequently filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of this Prospectus and prior to the termination of the offering made by this Prospectus 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; provided, however, that the documents enumerated above or subsequently filed by the Company pursuant to Section 13 of the 1934 Act prior to the filing of the Company's most recent Form 10-K with the Commission shall not be incorporated by reference in this Prospectus or be a part hereof from and after the filing of such Form 10-K. Any statement contained herein or in a document incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein or in any subsequently incorporated document modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. THE COMPANY HEREBY 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 SUCH PERSON, A COPY OF ANY AND ALL OF THE DOCUMENTS WHICH HAVE BEEN OR MAY BE INCORPORATED IN THIS PROSPECTUS BY REFERENCE, OTHER THAN EXHIBITS TO SUCH DOCUMENTS, UNLESS SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE INTO THE INFORMATION THAT THIS PROSPECTUS INCORPORATES. REQUESTS FOR SUCH COPIES SHOULD BE DIRECTED TO J. RICHARD TIANO, ESQUIRE, VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY, CONNECTICUT ENERGY CORPORATION, 855 MAIN STREET, BRIDGEPORT, CONNECTICUT 06604 (TELEPHONE: 203-579-1732). 2 PROSPECTUS SUMMARY The following summary is qualified in its entirety by the detailed information and financial statements (including the notes thereto) appearing elsewhere in this Prospectus and in the documents incorporated herein by reference. Unless otherwise indicated, the information in this Prospectus assumes that the Underwriters' over-allotment option will not be exercised. THE COMPANY The Company is a public utility holding company whose principal subsidiary, The Southern Connecticut Gas Company ("Southern"), is engaged in the retail distribution of natural gas for residential, commercial and industrial uses. Southern serves approximately 152,000 customers in parts of New Haven, Fairfield and Middlesex Counties in Connecticut. Southern's service area includes two of Connecticut's largest cities, Bridgeport and New Haven, a concentration of residential communities and a large number of commercial businesses and service industries. THE OFFERING Securities Offered.................... 900,000 Shares of Common Stock, par value $1 per share Common Shares to be Outstanding after the Offering......................... Approximately 8,444,413 shares (a) Listing............................... New York Stock Exchange (Symbol: "CNE") Common Stock Price Range (January 3, 1993 through February 3, 1994)....... $22 1/4 to $26 1/2 Indicated Annual Dividend Rate........ $1.28. The Company's Board of Directors declared a regular quarterly dividend on January 25, 1994 of $.32 per share on the Company's Common Stock, payable on March 31, 1994, to shareholders of record on March 18, 1994. Holders, as of the record date, of the Common Stock offered hereby will be entitled to receive this dividend. Use of Proceeds....................... To reduce short-term debt incurred primarily in connection with Southern's capital expenditures program and for other corporate purposes.
- -------- (a) As of February 1, 1994; assumes the subsequent issuance through March 1, 1994 of 9,186 shares of Common Stock pursuant to the Company's Dividend Reinvestment and Stock Purchase Plan. SUMMARY CONSOLIDATED FINANCIAL INFORMATION (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
FISCAL YEARS ENDED SEPTEMBER 30, TWELVE MONTHS ENDED ------------------------------------ DECEMBER 31, 1993 1993 1992 1991 1990 ------------------- -------- -------- -------- -------- (UNAUDITED) INCOME STATEMENT DATA: Operating Revenues.... $215,313 $212,762 $203,011 $179,172 $174,059 Operating Income...... 22,648 23,125 22,328 19,817 16,906 Net Income............ 10,214 11,053 10,227 9,004 8,219(a)(b) Net Income Per Share.. 1.37 1.50 1.43 1.38 1.33(a)(b) Dividends Per Share... 1.28 1.28 1.265 1.24 1.23
DECEMBER 31, 1993 --------------------------------------- ACTUAL AS ADJUSTED(C) ------------------- ------------------- AMOUNT PERCENTAGE AMOUNT PERCENTAGE -------- ---------- -------- ---------- (UNAUDITED) BALANCE SHEET DATA: Long-Term Debt.......... $120,511 54% $120,511 49% Common Shareholders' Eq- uity................... 103,455 46 123,240 51 -------- --- -------- --- Total Capitalization.... $223,966 100% $243,751 100% ======== === ======== === Total Short-Term Debt... $ 38,900 $ 19,115 Net Utility Plant and Other Property......... $223,359 $223,359 Total Assets............ $361,470 $361,470
- -------- (a) Includes the cumulative effect of accounting change for municipal property taxes which increased earnings by $1,280 or $.21 per share. (b) A writedown of the value of oil and gas properties reduced earnings by $611 or $.10 per share in 1990. (c) Adjusted to reflect the sale of the Common Stock offered hereby and the application of the net proceeds thereof (estimated to be $19,785). See "Use of Proceeds." 3 THE COMPANY The Company is a public utility holding company whose principal subsidiary, The Southern Connecticut Gas Company ("Southern"), is primarily engaged in the retail distribution of natural gas for residential, commercial and industrial uses. The Company was incorporated in Connecticut in 1979, and its principal executive offices are located at 855 Main Street, Bridgeport, Connecticut 06604 (Telephone: 203-579-1732). The Company is subject to the provisions of the Public Utility Holding Company Act of 1935 but claims an exemption from all provisions thereof except Section 9(a)(2). Southern's predecessor companies, New Haven Gas Company and The Bridgeport Gas Light Company, were originally incorporated in Connecticut in 1847 and 1849, respectively. The Company has in the past engaged, and may in the future from time to time engage, in discussions regarding possible mergers with or acquisitions of companies involved in gas distribution or other business activities. The Company is not currently engaged in any such discussions. Southern, a Connecticut public service company, serves approximately 152,000 customers in Connecticut, primarily in twenty-two towns, including Bridgeport and New Haven, in an area along the southern Connecticut coast from Westport to Old Saybrook. Southern is also authorized to lay mains and sell gas in an additional ten towns in its service area, but does not currently provide any service to these towns. Southern's operating revenue breakdown for the fiscal year ended September 30, 1993 was 61.9% residential, 21.6% commercial, 9.0% industrial, 7.2% interruptible and other, and 0.3% transportation. Southern is regulated as to rates and other matters by the Connecticut Department of Public Utility Control ("DPUC"). THE SOUTHERN CONNECTICUT GAS COMPANY FRANCHISE AND SERVICE AREAS [MAP] LONG ISLAND SOUND FRANCHISE AREA CURRENTLY SERVED FRANCHISE AREA NOT CURRENTLY SERVED 4 RATE MATTERS On December 1, 1993, the DPUC issued a final Decision allowing an increase in Southern's rates designed to produce additional annual revenues of $13,400,000 (an increase of approximately 6.6%). The Decision also approved a Partial Settlement of Certain Issues ("Partial Settlement") which resolved most of the significant financial aspects of the original rate request filed on April 23, 1993. In addition to the $13,400,000 rate increase based upon Southern's sales forecast, the Partial Settlement included an allowed return on equity of 11.45% and implementation of a weather normalization adjustment clause which will adjust customers' bills for the difference between actual and normally expected weather conditions and result in a leveling of bills during periods of unusual weather. Southern was also allowed to recover a number of previously deferred costs over amortization periods of from three to five years. There can be no assurances that the additional revenues authorized by the rate increase will actually be received. The Partial Settlement also provides for current recovery of postretirement health care expenses accrued under SFAS No. 106 and the establishment of a target margin of $4,000,000 associated with sales and transportation services to Southern's interruptible customers with excess margins shared between firm customers and shareholders on an 80%/20% split. As part of the Partial Settlement, Southern agreed that, except in the event of certain circumstances which would adversely affect its financial condition, Southern would not apply for rate relief prior to November 30, 1995. The new rates became effective on December 9, 1993. RECENT FINANCIAL INFORMATION The Company's results of operations for the three months ended December 31, 1993 are summarized below (dollars in thousands, except per share data):
THREE MONTHS ENDED ------------------------- DECEMBER 31, DECEMBER 31, 1993 1992 ------------ ------------ (UNAUDITED) Operating Revenues...... $ 66,714 $ 64,163 Gross Margin............ $ 30,107 $ 29,360 Net Income.............. $ 4,998 $ 5,837 Net Income Per Share.... $ 0.67 $ 0.80 Weighted Average Common Shares Outstanding..... 7,498,194 7,284,225
Results for the quarter ended December 31, 1993 do not reflect the full impact of Southern's recent rate increase. New rates did not become effective until December 9, 1993 and, therefore, were in place for only the last three weeks of the quarter. Factors contributing to the decrease in net income for the three month period ended December 31, 1993 were slightly warmer weather, which was partially mitigated by the implementation of the 6.6% rate increase on December 9, 1993 and higher operations expenses in respect of uncollectibles, insurance costs, wages, depreciation and lease costs. Earnings for the three month period ended December 31, 1992 were positively impacted by a DPUC decision that allowed Southern to defer shortfalls in energy assistance from state and federal agencies. This decision allowed Southern to significantly reduce its provision for uncollectibles during the three months ended December 31, 1992. Results for the three months ended December 31, 1993 were also affected by higher interest costs due to the issuance of $15,000,000 and $12,000,000 in additional long- term debt in December 1992 and September 1993, respectively. The increase in long-term debt costs was partially offset by lower short-term interest costs. 5 USE OF PROCEEDS The net proceeds to the Company from the sale of the Common Stock being offered hereby are estimated to be $19,784,588 (assuming a public offering price of $22.875 per share (the closing price per share on February 3, 1994, as reported on the NYSE Composite Tape)), and will be used to reduce short-term debt incurred primarily in connection with Southern's capital expenditures program and for other corporate purposes. At December 31, 1993, the Company's consolidated outstanding short-term debt totaled $38,900,000 and had a weighted average annual interest rate of 3.47%. CAPITAL EXPENDITURES PROGRAM Southern's capital expenditures totaled approximately $26,100,000 in fiscal 1993, a significant portion of which was funded by cash flow provided by operations. Construction expenditures in fiscal 1994 are estimated at $24,000,000, approximately 35% of which will be used for additions to Southern's utility plant to serve new customers and the balance of which will be used to maintain and improve existing facilities. Over the fiscal 1994-1998 periods, Southern estimates that total capital expenditures will range between $110,000,000 and $130,000,000. Additionally, Southern has $7,033,000 of long- term debt maturing during the fiscal 1994 through 1998 periods. The Company intends to continue to finance a significant portion of Southern's capital requirements and financing obligations with internally generated funds. The remainder of such expenditures will be financed through external sources, including the issuance of securities and additional borrowings. COMMON STOCK PRICE RANGE AND DIVIDENDS The Company and its predecessors have paid 336 consecutive quarterly cash dividends since 1909 and cash dividends in each year since 1850. See "Description of Common Stock" for information regarding dividend restrictions. The Company's Board of Directors reviews the Company's dividend policy from time to time. The amount of future dividends will depend upon financial conditions, earnings and such other factors as the Board of Directors deems relevant. The Company's Common Stock is traded on the NYSE under the symbol "CNE." The following table sets forth, for each of the periods indicated, the high and low sale prices as reported on the NYSE Composite Tape and the quarterly cash dividends declared per share on the Company's Common Stock.
PRICE RANGE DIVIDENDS --------------- DECLARED FISCAL YEAR HIGH LOW PER SHARE ----------- ------- ------- --------- 1992 QUARTER ENDED December 31.................................. $20 3/8 $18 5/8 $.312 March 31..................................... 21 7/8 18 7/8 .312 June 30...................................... 22 5/8 19 1/2 .320 September 30................................. 24 3/4 21 5/8 .320 1993 QUARTER ENDED December 31.................................. $23 1/2 $20 1/8 $.320 March 31..................................... 25 3/8 22 1/2 .320 June 30...................................... 26 1/2 24 5/8 .320 September 30................................. 26 24 3/8 .320 1994 QUARTER ENDING December 31.................................. $ 26 $ 23 $.320 March 31 (through February 3, 1994).......... 24 5/8 22 1/4 .320*
- -------- * The Company's Board of Directors declared a regular quarterly dividend on January 25, 1994 of $.32 per share on the Company's Common Stock, payable on March 31, 1994 to shareholders of record on March 18, 1994. Holders, as of the record date, of the Common Stock offered hereby will be entitled to receive this dividend. 6 As of January 28, 1994, there were 11,108 common shareholders of record. The Company has a Dividend Reinvestment and Stock Purchase Plan (the "Plan"), offered by separate prospectus, pursuant to which shareholders automatically reinvest their dividends and invest optional cash payments in newly issued shares of Common Stock at 100% of the market price. The Company amended the Plan in 1992 to permit participation by residential customers of Southern who reside in Connecticut. Eligible customers who are not already record holders of Common Stock may purchase shares with a minimum cash investment of $250 and a maximum cash investment of $50,000. In addition, the Company has amended the Plan (a) to permit optional cash purchases of not less than $50 per investment and not more than $50,000 per year; (b) to permit contributions for optional cash purchases to be made by wire transfer or automatic debit from a bank account; (c) to allow Plan participants to transfer shares of Common Stock held in their accounts into Plan accounts for other persons who would be eligible to participate in the amended Plan and to family members of the participant initiating the transfer; (d) to allow participants to hold shares of Common Stock in an individual retirement account ("IRA"); (e) to eliminate the fee charged for the safekeeping feature of the Plan; and (f) to increase the number of shares of Common Stock reserved for issuance and sale under the Plan from 1,500,000 shares (after adjustment for a 1989 stock split) to 2,500,000 shares. The Company absorbs substantially all of the expenses of the Plan. One of the investment funds under the employee benefit plan for Southern's employees invests in the Company's Common Stock. The Company has filed registration statements under the 1933 Act pursuant to which interests in the plan have been registered and up to 500,000 shares of the Company's Common Stock may be offered to participants in the plan. The shares of the Company's Common Stock to be offered through the plan either will be obtained through open-market purchases or will be newly-issued shares. DESCRIPTION OF COMMON STOCK The outstanding Common Stock of the Company is, and the Common Stock offered hereby when issued and paid for will be, fully paid and non-assessable. The following summary description of certain provisions of the Company's Amended and Restated Certificate of Incorporation (the "Company's Certificate") does not purport to be complete and is qualified in its entirety by reference to said provisions. The Company's Certificate authorizes 20,000,000 shares of Common Stock having a par value of $1 per share. The Company's Certificate also authorizes a class of 1,000,000 shares of preference stock having a par value of $1 per share. The Board of Directors is authorized to issue shares of the Company's Common Stock and preference stock from time to time, without common shareholder approval. To date, no shares of preference stock have been issued. DIVIDEND RIGHTS The Company is a legal entity distinct from its subsidiaries. The right of the Company and its shareholders to participate in any distribution of the assets or earnings of any subsidiary is subject to the prior claims of creditors and preferred shareholders of such subsidiary, if any, except to the extent that claims of the Company in its capacity as a creditor of any subsidiary may be recognized. Subject to the preferential rights of the Company's preference stock, if any should be issued, dividends may be declared on the Common Stock out of the funds legally available therefor. The major source of funds for payment of the Company's dividends is dividends received on the shares of Southern's Common Stock owned by the Company. Southern's indenture relating to long-term debt, line of credit/term loan agreement and its Amended and Restated Certificate of Incorporation ("Southern's Certificate") contain restrictions as to the declaration or payment of cash dividends on, or the reacquisition of, capital stock. Under the most restrictive of such provisions, $17,960,000 of Southern's retained earnings at September 30, 1993 were available for such purposes. The Company's receipt of dividends from Southern is subject to action by 7 Southern's Board of Directors. In addition, Southern's Certificate authorizes the issuance of preference stock, but none has been issued. VOTING RIGHTS Each holder of the Common Stock is entitled to one vote for each share held of record on the books of the Company. Shareholders do not have cumulative voting rights with respect to the election of directors. LIQUIDATION AND PREEMPTIVE RIGHTS After satisfaction of the preferential liquidation rights of the Company's preference stock, if any should be issued, the holders of the Common Stock are entitled to share ratably in the distribution of all remaining assets. The holders of the Common Stock have no preemptive rights. PROVISIONS RELATING TO CHANGE IN CONTROL The Company's Certificate and By-Laws contain provisions which could have the effect of delaying, deferring or preventing a change in control of the Company. Some of these provisions operate only with respect to an extraordinary corporate transaction involving the Company, such as a merger, reorganization, tender offer, sale or transfer of substantially all of its assets, or liquidation. Provisions relating to the Company's Board of Directors (1) divide the Board of Directors into three classes of directors, as nearly equal in number as possible, serving for staggered three-year terms, (2) provide that directors can only be removed for cause (as defined in the Company's Certificate) upon the affirmative vote of (i) the Board of Directors acting by not less than a majority of directorships or (ii) 80% of the combined voting power of the then outstanding shares of all classes and series of the Company's stock entitled to vote generally in the election of directors ("Voting Stock"), voting as a single class, (3) provide that vacancies on the Board of Directors may only be filled by the affirmative vote of the majority of the Board of Directors then in office, even though less than a quorum of the Board, (4) require that written notice be given to the Board of Directors of a shareholder's intention to nominate a director at least ninety (90) days in advance of an annual meeting of shareholders or, in the case of a special shareholders' meeting, not later than the close of business on the seventh day following the date on which notice of such meeting was first given to shareholders, (5) require that a special shareholders' meeting shall only be called by the affirmative vote of a majority of the Board of Directors, or by the President or Chairman, unless otherwise required by law, (6) require that, unless otherwise voted by the Board of Directors, notice shall be given to shareholders at least thirty (30) days in advance of any special shareholders' meeting, (7) provide that shareholder action may only be taken at a meeting unless the unanimous written consent of shareholders is obtained, (8) confirm that the Board of Directors may consider, in exercising its judgment on any decision, the impact of its decisions upon employees, customers and communities served by Southern and Southern's ability to carry out its duties as a public service company, (9) provide that, when recommended by two-thirds of the Disinterested Directors (as defined in the Company's Certificate), the affirmative vote of the holders of 80% of the combined voting power of the then outstanding shares of the Voting Stock, voting as a single class, and the additional vote of a majority of the Disinterested Shareholders (as defined in the Company's Certificate), voting as a single class, shall be required to amend, repeal or adopt any provisions inconsistent with certain provisions of the Company's Certificate and (10) provide that the By-Laws may be adopted, repealed or amended only upon the affirmative vote of (i) 80% of the combined voting power of the then outstanding shares of Voting Stock, voting as a single class, or (ii) the Board of Directors acting by not less than a majority of the entire Board. The Company's Certificate contains provisions designed to ensure that under certain circumstances all shareholders receive a minimum price in the event of a merger or certain other business combinations initiated by a holder of at least 10% of the Voting Stock of the Company ("Interested Shareholder"). Under the terms of the amendments, a business combination with an Interested Shareholder must be approved by the holders 8 of 80% of the voting power of the then outstanding shares of Voting Stock, voting as a single class, and also by the holders of a majority of such voting power not held by the Interested Shareholder unless (i) such business combination shall have been approved by a majority of the members of the Board who were directors before the purchaser became an Interested Shareholder ("Disinterested Directors") and the Interested Shareholder acquired his status as an Interested Shareholder in a manner substantially consistent with an agreement or understanding approved by the Board of Directors prior to the time such Interested Shareholder became an Interested Shareholder, (ii) in the case of some business combinations, approval is voted by a majority of Disinterested Directors, or (iii) certain minimum price and procedural requirements are met. Under some circumstances, when approval of the Disinterested Directors has been obtained, an amendment to the Company's Certificate would require the approval of only a majority of the voting power of the Voting Stock. In the case of a merger, consolidation or sale of all or substantially all of the Company's assets approved by the Disinterested Directors, the Connecticut Stock Corporation Act (the "Act") requires the vote of the holders of two-thirds of the voting power of the Voting Stock. Effective June 4, 1984, the Act was amended to include provisions regulating the minimum price to be paid to shareholders in certain business combinations. Such provisions of the Act may supersede the provisions of the Company's Certificate relating to such business combinations. If the provisions of the Act apply, and subject to the exemptions contained therein, a business combination must first be approved by the Board of Directors and then be approved by the affirmative vote of at least (1) the holders of 80% of the voting power of the outstanding shares of the voting stock of the corporation and (2) the holders of two-thirds of the voting power of the outstanding shares of the voting stock of the corporation other than voting stock held by the interested shareholder who is, or whose affiliate or associate is, a party to the business combination or held by an affiliate or associate of the interested shareholder. The above vote required by the Act does not apply, among other things, to business combinations (1) in which the minimum price conditions of the Act and certain procedural requirements have been satisfied, or (2) which have been approved by a resolution of the Board of Directors involving transactions with a particular interested shareholder. The Act defines an interested shareholder as the beneficial owner of 10% or more of the voting power of the outstanding shares of voting stock of the corporation. GENERAL The Company's Common Stock is listed, and the Common Stock offered hereby will be listed, on the NYSE under the symbol "CNE." The First National Bank of Boston is the registrar and transfer agent for the Company's Common Stock. The Company's Certificate contains a provision pursuant to which the personal liability of a director of the Company to the Company or its shareholders for monetary damages for breach of duty as a director shall be limited to the compensation received by the director for serving the Company as a director during the year of the violation if such breach did not (a) involve a knowing and culpable violation of law by the director, (b) enable the director or an associate, as defined in subsection (3) of Section 33-374d of the Act, to receive an improper personal gain, (c) show a lack of good faith and a conscious disregard for the duty of the director to the Company under circumstances in which the director was aware that his conduct or omission created an unjustifiable risk of serious injury to the Company, (d) constitute a sustained or unexcused pattern of inattention that amounted to an abdication of the director's duty to the Company, or (e) create liability under Section 33-321 of the Act. The provision does not preclude or limit a director's liability for acts or omissions occurring prior to the effective date of the provision. SPECIAL REDEMPTION OF BONDS RELATING TO CHANGE IN CONTROL Bond purchase agreements with holders of first mortgage bonds issued by Southern in the aggregate principal amount of $121,106,000 contain provisions that require Southern, if requested by such bondholders, to redeem all of such bonds in the event of a change in control of Southern. Such special redemption shall be 9 made not less than 15 days nor more than 45 days after receiving a request from the bondholder for redemption of its bonds. Such request must be made not later than 45 days after the change in control has taken place. A change in control occurs when any person or group of related persons (other than the Company) (i) has beneficial ownership of a majority in interest of Southern's outstanding voting stock or (ii) acquires all or substantially all of Southern's assets. Neither of such events shall be deemed to be a change in control if Southern shall have merged or sold all or substantially all of its assets in compliance with and as permitted by Southern's current bond indenture and, after either of such events, no person or group of related persons shall have beneficial ownership of a majority in interest of the outstanding voting stock of the successor corporation. If a special redemption occurs, the special redemption price shall equal the sum of the respective Payment Values of each prospective Interest Payment and Principal Payment, as such terms are defined in the bond purchase agreements. The existence of the special redemption provisions may act as a deterrent to a person desiring to take control of the Company as it could require the refinancing of a substantial portion of Southern's long-term debt. Southern's revolving credit/term loan agreement also contains provisions requiring repayment in certain circumstances of the outstanding indebtedness in the event of a "change in control," as such term is defined in that agreement. UNDERWRITING Subject to the terms and conditions set forth in the Underwriting Agreement, the Company has agreed to sell an aggregate of 900,000 shares of Common Stock to Smith Barney Shearson Inc., A.G. Edwards & Sons, Inc. and Edward D. Jones & Co. (the "Underwriters"), and each Underwriter has severally agreed to purchase 300,000 shares of Common Stock from the Company. In the Underwriting Agreement, the several Underwriters have agreed, subject to the terms and conditions set forth therein, to purchase all of the shares of Common Stock offered hereby if any such shares are purchased. The Company has been advised by the Underwriters that the several Underwriters propose initially to offer the Common Stock to the public at the initial public offering price set forth on the cover page of this Prospectus, and in part to certain securities dealers at such price less a concession not in excess of $ per share. The Underwriters may allow and such dealers may reallow a concession not in excess of $ per share to certain brokers and dealers. After the initial public offering, the public offering price and such concessions may be changed. The Company has granted to the Underwriters an option, exercisable for 30 days after the date of this Prospectus, to purchase up to an aggregate of 100,000 additional shares of Common Stock to cover over-allotments, if any. If the Underwriters exercise their over-allotment option, Smith Barney Shearson Inc., A.G. Edwards & Sons, Inc. and Edward D. Jones & Co., have severally agreed, subject to certain conditions, to purchase 33,334, 33,333 and 33,333 shares of Common Stock, respectively. The Underwriters may exercise such option only to cover over-allotments in connection with the sale of the 900,000 shares of Common Stock offered hereby. The Company has agreed in the Underwriting Agreement not to offer, sell or otherwise dispose of any shares of Common Stock for a period of 120 days after the date of this Prospectus, without the prior written consent of the Underwriters, provided that the Company may issue shares under its Dividend Reinvestment and Stock Purchase Plan. The Company and the Underwriters have agreed to indemnify each other against certain liabilities, including liabilities under the 1933 Act. 10 LEGAL OPINIONS The validity of shares of the Company's Common Stock offered hereby will be passed upon for the Company by Tyler Cooper & Alcorn, 205 Church Street, New Haven, Connecticut 06510, and for the Underwriters by Winthrop, Stimson, Putnam & Roberts, One Battery Park Plaza, New York, New York 10004-1490, who will rely on Tyler Cooper & Alcorn for all matters governed by the laws of the State of Connecticut. EXPERTS The consolidated financial statements of the Company and its subsidiaries as of September 30, 1993 and 1992 and for the years ended September 30, 1993, 1992 and 1991 and the financial statement schedules of the Company and its subsidiaries for the years ended September 30, 1993, 1992 and 1991 incorporated by reference in this Prospectus have been incorporated herein in reliance on the reports of Coopers & Lybrand, independent accountants, given on the authority of that firm as experts in accounting and auditing. 11 - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- NO DEALER, SALESPERSON, OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION, OR TO MAKE ANY REPRESENTATIONS, OTHER THAN THOSE CONTAINED OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS IN CONNECTION WITH THE OFFER CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR BY ANY OF THE REPRESENTATIVES OR ANY UNDERWRITERS OR BY ANY OTHER PERSON. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. 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. --------------- TABLE OF CONTENTS
PAGE ---- Available Information...................................................... 2 Incorporation of Certain Documents by Reference............................ 2 Prospectus Summary......................................................... 3 The Company................................................................ 4 Map........................................................................ 4 Rate Matters............................................................... 5 Recent Financial Information............................................... 5 Use of Proceeds............................................................ 6 Capital Expenditures Program............................................... 6 Common Stock Price Range and Dividends................................................................. 6 Description of Common Stock................................................ 7 Underwriting............................................................... 10 Legal Opinions............................................................. 11 Experts.................................................................... 11
- ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- 900,000 SHARES [LOGO] CONNECTICUT ENERGY CORPORATION COMMON STOCK (PAR VALUE $1 PER SHARE) --------------- PROSPECTUS MARCH , 1994 --------------- SMITH BARNEY SHEARSON INC. A.G. EDWARDS & SONS, INC. EDWARD D. JONES & CO. - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- CONNECTICUT ENERGY CORPORATION PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION Securities and Exchange Commission filing fee................ $ 7,779.37 National Association of Securities Dealers, Inc. ("NASD") filing fee.................................................. 2,756.00 New York Stock Exchange listing fees......................... 3,500.00 Transfer agent's fees........................................ 2,500.00 Costs of printing and engraving.............................. 37,000.00 Legal fees and expenses...................................... 70,000.00 Accounting fees and expenses................................. 10,000.00 Blue sky fees and expenses................................... 6,000.00 Miscellaneous expenses....................................... 2,464.63 ----------- Total.................................................... $142,000.00 ===========
All of the above amounts are estimated except for Securities and Exchange Commission and NASD filing fees and the New York Stock Exchange listing fees. ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS Pursuant to the statutes of the State of Connecticut, a director, officer or employee of a corporation is entitled, under specified circumstances, to indemnification by the corporation against reasonable expenses, including attorney's fees, incurred by him in connection with the defense of a civil or criminal proceeding to which he has been made, or threatened to be made, a party by reason of the fact that he was a director, officer or employee. In certain circumstances, indemnity is provided against judgments, fines and amounts paid in settlement. In general, indemnification is not available where the director, officer or employee has been adjudged to have breached his duty to the corporation or where he did not act in good faith. Specific court approval is required in some cases. The foregoing statement is subject to the detailed provisions of Section 33-320a of the Connecticut General Statutes. Article 7 of the registrant's by-laws provides that its directors, officers and employees shall be indemnified and reimbursed to the full extent in the manner provided in Section 33-320a of the Connecticut General Statutes. In addition, the Company maintains an insurance policy providing coverage for certain liabilities of directors and officers, including liabilities under the federal securities laws. ITEM 16. LIST OF EXHIBITS See Exhibit Index ITEM 17. UNDERTAKINGS The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933 (the "Act"), each filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. II-1 Insofar as indemnification for liabilities arising under the Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described under Item 15 above or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. The undersigned registrant hereby undertakes that: (1) For purposes of determining any liability under the Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A of the Act and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Act shall be deemed to be part of this registration statement as of the time it was declared effective. (2) For the purpose of determining any liability under the Act, each post-effective amendment that contains a form of prospectus 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-2 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 BRIDGEPORT, STATE OF CONNECTICUT, ON THE 4TH DAY OF FEBRUARY, 1994. CONNECTICUT ENERGY CORPORATION By /s/ Carol A. Forest ----------------------------------- (Carol A. Forest) Its Duly Authorized Vice President, Finance, Treasurer and Chief Financial Officer PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED.
SIGNATURES TITLE DATE ---------- ----- ---- /s/ J.R. CRESPO* Chairman of the Board of February 4, 1994 - ------------------------------------ Directors, President and (J.R. Crespo) Chief Executive Officer (Principal Executive Officer) /s/ CAROL A. FOREST Vice President, Finance, February 4, 1994 - ------------------------------------ Treasurer and Chief (Carol A. Forest) Financial Officer (Principal Financial Officer) /s/ VINCENT L. AMMANN. JR.* Vice President and Chief February 4, 1994 - ------------------------------------ Accounting Officer (Vincent L. Ammann, Jr.) (Principal Accounting Officer) /s/ HENRY CHAUNCEY, JR.* Director February 4, 1994 - ------------------------------------ (Henry Chauncey, Jr.) /s/ JAMES P. COMER, M.D.* Director February 4, 1994 - ------------------------------------ (James P. Comer, M.D.) /s/ RICHARD F. FREEMAN* Director February 4, 1994 - ------------------------------------ (Richard F. Freeman) /s/ RICHARD M. HOYT* Director February 4, 1994 - ------------------------------------ (Richard M. Hoyt) /s/ PAUL H. JOHNSON* Director February 4, 1994 - ------------------------------------ (Paul H. Johnson) /s/ NEWMAN M. MARSILIUS, III* Director February 4, 1994 - ------------------------------------ (Newman M. Marsilius, III) /s/ SAMUEL M. SUGDEN* Director February 4, 1994 - ------------------------------------ (Samuel M. Sugden)
II-3
SIGNATURES TITLE DATE ---------- ----- ---- /s/ CHRISTOPHER D. TURNER* Director February 4, 1994 - ------------------------------------ (Christopher D. Turner) /s/ HELEN B. WASSERMAN* Director February 4, 1994 - ------------------------------------ (Helen B. Wasserman) *By /s/ CAROL A. FOREST - ------------------------------------ (Carol A. Forest) As Attorney-in-Fact
II-4 GRAPHICS APPENDIX LIST Following the last paragraph under the caption "The Company" in the Prospectus which forms a part of the Registration Statement on Form S-3 of Connecticut Energy Corporation, the registrant has presented a map of the State of Connecticut which describes the franchise and service areas of the registrant's wholly-owned subsidiary, The Southern Connecticut Gas Company ("Southern"). The map includes two shaded areas of the southern coast of Connecticut. One shaded area illustrates twenty-two towns in Southern's franchise area currently served, and the other shaded area illustrates an additional ten towns in Southern's franchise area not currently served. EXHIBIT INDEX
EXHIBIT NO. ------- 1. --Form of Underwriting Agreement. 4.1 --Amended and Restated Certificate of Incorporation of Connecticut Energy Corporation, incorporated by reference to Item 6 of Form 10-Q for the quarter ended March 31, 1991, at pages 16 through 27. 4.2 --Amended and Restated By-Laws of Connecticut Energy Corporation, incorporated by reference to Item 6 of Form 10-Q for the quarter ended June 30, 1993, at pages 21 through 32. 5. --Opinion of Tyler Cooper & Alcorn as to the legality of the Common Stock offered pursuant to this Registration Statement. 23.1 --Consent of Coopers & Lybrand dated February 3, 1994. 23.2 --Consent of Tyler Cooper & Alcorn, contained in Exhibit 5 of this Registration Statement. 24. --Powers of Attorney authorizing the signing of the Registration Statement and any Amendments thereto on behalf of the Directors and Officers of Connecticut Energy Corporation.
EX-1 2 UNDERWRITING AGREEMENT Exhibit 1 --------- 2/3/94 900,000 Shares CONNECTICUT ENERGY CORPORATION Common Stock UNDERWRITING AGREEMENT ---------------------- ____________, 1994 SMITH BARNEY SHEARSON INC. A.G. EDWARDS & SONS, INC. EDWARD D. JONES & CO. c/o SMITH BARNEY SHEARSON INC. 1345 Avenue of the Americas New York, New York 10105 Dear Sirs: Connecticut Energy Corporation, a Connecticut corporation (the "Company"), proposes to issue and sell an aggregate of 900,000 shares (the "Firm Shares") of its common stock, $1 par value per share (the "Common Stock"), to you (the "Underwriters"). The Company also proposes to sell to the Underwriters, upon the terms and conditions set forth in Section 2 hereof, up to an additional 100,000 shares (the "Additional Shares") of Common Stock. The Firm Shares and the Additional Shares are hereinafter collectively referred to as the "Shares". The Company wishes to confirm as follows its agreement with the Underwriters in connection with the several purchases of the Shares by the Underwriters. 1. Registration Statement and Prospectus. The Company has prepared and ------------------------------------- filed with the Securities and Exchange Commission (the "Commission") in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the "Act"), a registration statement on Form S-3 under the Act (the "registration statement"), including a prospectus subject to completion relating to the Shares. The term "Registration Statement" as used in this Agreement means the registration statement (including all financial schedules and exhibits), as amended at the time it becomes effective, or, if the registration statement became effective prior to the execution of this Agreement, as supplemented or amended prior to the execution of this Agreement. If it is contemplated, at the time this Agreement is executed, that a post-effective amendment to the registration statement will be filed and must be declared effective before the offering of the Shares may commence, the term "Registration Statement" as used in this Agreement means the registration statement as amended by said post-effective amendment. The term "Prospectus" as used in this Agreement means the prospectus in the form included in the Registration Statement, or, if the prospectus included in the Registration Statement omits information in reliance on Rule 430A under the Act and such information is included in a prospectus filed with the Commission pursuant to Rule 424(b) under the Act, the term "Prospectus" as used in this Agreement means the prospectus in the form included in the Registration Statement as supplemented by the addition of the Rule 430A information contained in the prospectus filed with the Commission pursuant to Rule 424(b). The term "Prepricing Prospectus" as used in this Agreement means the prospectus subject to completion in the form included in the registration statement at the time of the initial filing of the registration statement with the Commission, and as such prospectus shall have been amended from time to time prior to the date of the Prospectus. Any reference in this Agreement to the registration statement, the Registration Statement, any Prepricing Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Act, as of the date of the registration statement, the Registration Statement, such Prepricing Prospectus or the Prospectus, as the case may be, and any reference to any amendment or supplement to the registration statement, the Registration Statement, any Prepricing Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended (the "Exchange Act") which, upon filing, are incorporated by reference therein, as required by paragraph (b) of Item 12 of Form S-3. As used herein, the term "Incorporated Documents" means the documents which at the time are incorporated by reference in the registration statement, the Registration Statement, any Prepricing Prospectus, the Prospectus, or any amendment or supplement thereto. 2. Agreements to Sell and Purchase. The Company hereby agrees, subject to ------------------------------- all the terms and conditions set forth herein, to issue and sell to each Underwriter and, upon the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and conditions set forth herein, each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $_____ per Share (the "purchase price per share"), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I -2- hereto (or such number of Firm Shares increased as set forth in Section 10 hereof). The Company also agrees, subject to all the terms and conditions set forth herein, to sell to the Underwriters, and, upon the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right to purchase from the Company, at the purchase price per share, pursuant to an option (the "over-allotment option") which may be exercised by written notice to the Company as described in Section 4 at any time and from time to time prior to 9:00 P.M., New York City time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading), up to an aggregate of 100,000 Additional Shares. Additional Shares may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. Upon any exercise of the over-allotment option, each Underwriter, severally and not jointly, agrees to purchase from the Company the number of Additional Shares (subject to such adjustments as the Underwriters may determine in order to avoid fractional shares) which bears the same proportion to the aggregate number of Additional Shares to be purchased by the Underwriters as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number of Firm Shares increased as set forth in Section 10 hereof) bears to the aggregate number of Firm Shares. 3. Terms of Public Offering. The Company has been advised by the ------------------------ Underwriters that they propose to make a public offering of their respective portions of the Shares as soon after the Registration Statement and this Agreement have become effective as in the judgment of the Underwriters is advisable and initially to offer the Shares upon the terms set forth in the Prospectus. 4. Delivery of the Shares and Payment Therefor. Delivery to the ------------------------------------------- Underwriters of and payment for the Firm Shares shall be made at the office of Winthrop, Stimson, Putnam & Roberts, One Battery Park Plaza, New York, New York 10004, at 10:00 A.M., New York City time, on ____________, 1994 (the "Closing Date"). The place of closing for the Firm Shares and the Closing Date may be varied by agreement between the Underwriters and the Company. Delivery to the Underwriters of and payment for any Additional Shares to be purchased by the Underwriters shall be made at the aforementioned office of Winthrop, Stimson, Putnam & Roberts at such time on such date (the "Option Closing Date"), which may be the same as the Closing Date but shall in no event be earlier that the Closing Date nor earlier than three nor later than ten business days after the giving of the notice hereinafter -3- referred to, as shall be specified in a written notice from the Underwriters to the Company of the Underwriters' determination to purchase a number, specified in such notice, of Additional Shares. The place of closing for any Additional Shares and the Option Closing Date for such Shares may be varied by agreement between the Underwriters and the Company. Certificates for the Firm Shares and for any Additional Shares to be purchased hereunder shall be registered in such names and in such denominations as the Underwriters shall request prior to 1:00 P.M., New York City time, on the third business day preceding the Closing Date or any Option Closing Date, as the case may be. Such certificates shall be made available to the Underwriters in New York City for inspection and packaging not later than 9:30 A.M., New York City time, on the business day next preceding the Closing Date or the Option Closing Date, as the case may be. The certificates evidencing the Firm Shares and any Additional Shares to be purchased hereunder shall be delivered to the Underwriters on the Closing Date or the Option Closing Date, as the case may be, against payment therefor in next day funds. 5. Agreements of the Company. The Company agrees with the several ------------------------- Underwriters as follows: (a) If, at the time this Agreement is executed and delivered, it is necessary for the Registration Statement or a post-effective amendment thereto to be declared effective before the offering of the Shares may commence, the Company will endeavor to cause the Registration Statement or such post-effective amendment to become effective as soon as possible and will advise the Underwriters promptly and, if requested by them, will confirm such advice in writing, when the Registration Statement or such post-effective amendment has become effective. (b) The Company will advise the Underwriters promptly and, if requested by them, will confirm such advice in writing: (i) of any request by the Commission for amendment of or a supplement to the Registration Statement, any Prepricing Prospectus or the Prospectus or for additional information; (ii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of the suspension of qualification of the Shares for offering or sale in any jurisdiction or the initiation of any proceeding for such purpose; and (iii) within the period of time referred to in paragraph (f) below, of any change in the Company's condition (financial or other), business, prospects, properties, net worth or results of operations, or of the happening of any event, which makes any statement of a material fact made in the Registration Statement or the Prospectus (as then amended or supplemented) untrue or which requires the making of any additions to or changes in the Registration Statement or the Prospectus (as then amended or supplemented) in order to state a material fact required by the Act or the regulations thereunder to be stated -4- therein or necessary in order to make the statements therein not misleading, or of the necessity to amend or supplement the Prospectus (as then amended or supplemented) to comply with the Act or any other law. If at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement, the Company will make every reasonable effort to obtain the withdrawal of such order at the earliest possible time. (c) The Company will furnish to the Underwriters, without charge (i) four (4) signed copies of the registration statement as originally filed with the Commission and of each amendment thereto, including financial statements and all exhibits to the registration statement, (ii) such number of conformed copies of the registration statement as originally filed and of each amendment thereto, but without exhibits, as the Underwriters may request, and (iii) such number of copies of the Incorporated Documents, without exhibits, as the Underwriters may request. (d) The Company will not file any amendment to the Registration Statement or make any amendment or supplement to the Prospectus or, prior to the end of the period of time referred to in the first sentence in subsection (f) below, file any document which upon filing becomes an Incorporated Document, of which the Underwriters shall not previously have been advised or to which, after they shall have received a copy of the document proposed to be filed, they shall reasonably object. (e) Prior to the execution and delivery of this Agreement, the Company has delivered to the Underwriters, without charge, in such quantities as they have requested, copies of each form of the Prepricing Prospectus. The Company consents to the use, in accordance with the provisions of the Act and with the securities or Blue Sky laws of the jurisdictions in which the Shares are offered by the several Underwriters and by dealers, prior to the date of the Prospectus, of each Prepricing Prospectus so furnished by the Company. (f) As soon after the execution and delivery of this Agreement as possible and thereafter from time to time for such period as in the opinion of counsel for the Underwriters a prospectus is required by the Act to be delivered in connection with sales by any Underwriter or dealer, the Company will expeditiously deliver to each Underwriter and each dealer, without charge, as many copies of the Prospectus (and of any amendment or supplement thereto) as the Underwriters may request. The Company consents to the use of the Prospectus (and of any amendment or supplement thereto) in accordance with the provisions of the Act and with the securities or Blue Sky laws of the jurisdictions in which the Shares are offered by the several Underwriters and by all dealers to whom Shares may be sold, both in connection with the offering and sale of the Shares and for such period of time thereafter as the Prospectus is required by -5- the Act to be delivered in connection with sales by any Underwriter or dealer. If during such period of time any event shall occur that in the judgment of the Company or in the opinion of counsel for the Underwriters is required to be set forth in the Prospectus (as then amended or supplemented) or should be set forth therein in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary to supplement or amend the Prospectus (or to file under the Exchange Act any document which, upon filing, becomes an Incorporated Document) in order to comply with the Act or any other law, the Company will forthwith prepare and, subject to the provisions of paragraph (d) above, file with the Commission an appropriate supplement or amendment thereto (or to such document), and will expeditiously furnish to the Underwriters and dealers a reasonable number of copies thereof. In the event that the Company and the Underwriters agree that the Prospectus should be amended or supplemented, the Company, if requested by the Underwriters, will promptly issue a press release announcing or disclosing the matters to be covered by the proposed amendment or supplement. (g) The Company will cooperate with the Underwriters and with counsel for the Underwriters in connection with the registration or qualification of the Shares for offering and sale by the several Underwriters and by dealers under the securities or Blue Sky laws of such jurisdictions as they may designate and will file such consents to service of process or other documents necessary or appropriate in order to effect such registration or qualification; provided that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to service of process in suits, other than those arising out of the offering or sale of the Shares, in any jurisdiction where it is not now so subject. (h) The Company will make generally available to its security holders a consolidated earning statement, which need not be audited, covering a twelve-month period commencing after the effective date of the Registration Statement and ending not later than 15 months thereafter, as soon as practicable after the end of such period, which consolidated earning statement shall satisfy the provisions of Section 11(a) of the Act and Rule 158 thereunder. (i) During the period of two years hereafter, the Company will furnish to the Underwriters (i) as soon as available, a copy of each report of the Company mailed to stockholders or filed with the Commission, and (ii) from time to time such other information concerning the Company as the Underwriters may request. (j) If this Agreement shall terminate or shall be terminated after execution pursuant to any provisions hereof (otherwise than pursuant to the second paragraph of Section 10 -6- hereof or by notice given by the Underwriters terminating this Agreement pursuant to Section 10 or Section 11 hereof) or if this Agreement shall be terminated by the Underwriters because of any failure or refusal on the part of the Company to comply with the terms or fulfill any of the conditions of this Agreement, the Company agrees to reimburse the Underwriters for all reasonable out-of-pocket expenses (including fees and expenses of counsel for the Underwriters) incurred by the Underwriters in connection herewith. (k) If Rule 430A of the Act is employed, the Company will timely file the Prospectus pursuant to Rule 424(b) under the Act and will advise the Underwriters of the time and manner of such filing. (l) Except as provided in this Agreement, the Company will not sell, contract to sell or otherwise dispose of any Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or grant any options or warrants to purchase Common Stock, for a period of 120 days after the date of the Prospectus, without the prior written consent of Smith Barney Shearson Inc.; provided, however, that the Company may issue and sell Common -------- ------- Stock pursuant to any employee stock option plan, employee restricted stock plan, employee savings plan, employee stock ownership plan, 401(k) plan, dividend reinvestment or stock purchase plan, restricted stock incentive plan, long-range performance share plan, directors stock plan or any similar plan of the Company in effect at the date of this Agreement and the Company may issue Common Stock issuable upon the conversion of securities or the exercise of warrants outstanding at the date of execution of this Agreement. (m) Except as stated in this Agreement and in the Prepricing Prospectus and Prospectus, the Company has not taken, nor will it take, directly or indirectly, any action designed to or that might reasonably be expected to cause or result in stabilization or manipulation of the price of the Common Stock to facilitate the sale or resale of the Shares. (n) The Company will use its best efforts to have the shares of Common Stock which it agrees to sell under this Agreement listed, subject to notice of issuance, on the New York Stock Exchange on or before the Closing Date. 6. Representations and Warranties of the Company. The Company represents --------------------------------------------- and warrants to each Underwriter that: (a) Each Prepricing Prospectus included as part of the registration statement as originally filed or as part of any amendment or supplement thereto, or filed pursuant to Rule 424 under the Act, complied when so filed in all material respects with the provisions of the Act. The Commission has not issued any order preventing or suspending the use of any Prepricing Prospectus. -7- (b) The Company and the transactions contemplated by this Agreement meet the requirements for using Form S-3 under the Act. The registration statement in the form in which it became or becomes effective and also in such form as it may be when any post-effective amendment thereto shall become effective and the prospectus and any supplement or amendment thereto when filed with the Commission under Rule 424(b) under the Act, complied or will comply in all material respects with the provisions of the Act and will not at any such times contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, except that this representation and warranty does not apply to statements in or omissions from the registration statement or any Prepricing Prospectus or the Prospectus made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by or on behalf of any Underwriter expressly for use therein. (c) The Incorporated Documents heretofore filed, when they were filed (or, if any amendment with respect to any such document was filed, when such amendment was filed), conformed in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder, any further Incorporated Documents so filed will, when they are filed, conform in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder; no such document when it was filed (or, if an amendment with respect to any such document was filed, when such amendment was filed), contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and no such further document, when it is filed, will contain an untrue statement of a material fact or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. (d) All the outstanding shares of Common Stock of the Company have been duly authorized and validly issued, are fully paid and nonassessable and are free of any preemptive or similar rights; the Shares have been duly authorized and, when issued and delivered to the Underwriters against payment therefor in accordance with the terms hereof, will be validly issued, fully paid and nonassessable and free of any preemptive or similar rights; and the capital stock of the Company conforms to the description thereof in the Registration Statement and the Prospectus. (e) The Company is a corporation duly organized and validly existing in good standing under the laws of the State of Connecticut with full corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus, and is duly qualified to conduct its business and is in good standing in each jurisdiction or place where the nature of its properties -8- or the conduct of its business requires such qualification, except where the failure so to qualify does not have a material adverse effect on the condition (financial or other), business, properties, net worth or results of operations of the Company and Southern (as hereinafter defined) taken as a whole. (f) The Southern Connecticut Gas Company ("Southern") is a corporation duly organized and in existence in the State of Connecticut, with full corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus, and is duly qualified to conduct its business and is in good standing in each jurisdiction or place where the nature of its properties or the conduct of its business requires such qualification, except where the failure so to qualify does not have a material adverse effect on the condition (financial or other), business, properties, net worth or results of operations of the Company and Southern taken as a whole; all the outstanding shares of capital stock of Southern have been duly authorized and validly issued, are fully paid and nonassessable and are owned by the Company directly, free and clear of any lien, adverse claim, security interest, equity, or other encumbrance. (g) There are no legal or governmental proceedings pending or, to the knowledge of the Company, threatened, against the Company or Southern, or to which the Company or Southern, or to which any of their respective properties is subject, that are required to be described in the Registration Statement or the Prospectus but are not described as required, and there are no agreements, contracts, indentures, leases or other instruments that are required to be described in the Registration Statement or the Prospectus or to be filed as an exhibit to the Registration Statement or any Incorporated Document that are not described or filed as required by the Act or the Exchange Act. (h) Except as specifically disclosed in the Incorporated Documents heretofore filed (and subject to the qualifications contained therein), neither the Company nor Southern is in violation of its certificate or articles of incorporation or by-laws, or other organizational documents, or of any law, ordinance, administrative or governmental rule or regulation applicable to the Company or Southern or of any decree of any court or governmental agency or body having jurisdiction over the Company or Southern, or in default in any material respect in the performance of any obligation, agreement or condition contained in any bond, debenture, note or any other evidence of indebtedness or in any material agreement, indenture, lease or other instrument to which the Company or Southern is a party or by which any of them or any of their respective properties may be bound, except where any such violation or default does not have, individually or in the aggregate, a material adverse effect on the condition (financial or other), business, net worth or results of operations of the Company and Southern taken as a whole. -9- (i) Neither the issuance and sale of the Shares, the execution, delivery or performance of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby (i) requires any consent, approval, authorization or other order of or registration or filing with, any court, regulatory body, administrative agency or other governmental body, agency or official (except such as may be required for the registration of the Shares under the Act and the Exchange Act and compliance with the securities or Blue Sky laws of various jurisdictions, all of which have been or will be effected in accordance with this Agreement) or conflicts or will conflict with or constitutes or will constitute a breach of, or a default under, the certificate or articles of incorporation or bylaws, or other organizational documents, of the Company or Southern or (ii) conflicts or will conflict with or constitutes or will constitute a breach of, or a default under, any agreement, indenture, lease or other instrument to which the Company or Southern is a party or by which any of them or any of their respective properties may be bound, or violates or will violate any statute, law, regulation or filing or judgment, injunction, order or decree applicable to the Company or Southern or any of their respective properties, or will result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or Southern pursuant to the terms of any agreement or instrument to which any of them is a party or by which any of them may be bound or to which any of the property or assets of any of them is subject. (j) The accountants, Coopers & Lybrand, who have certified or shall certify the financial statements included or incorporated by reference in the Registration Statement and the Prospectus (or any amendment or supplement thereto) are independent public accountants as required by the Act. (k) The financial statements, together with related schedules and notes, included or incorporated by reference in the Registration Statement and the Prospectus (and any amendment or supplement thereto), present fairly the consolidated financial position, results of operations and changes in financial position of the Company and Southern on the basis stated in the Registration Statement at the respective dates or for the respective periods to which they apply; such statements and related schedules and notes have been prepared in accordance with generally accepted accounting principles consistently applied throughout the periods involved, except as disclosed therein; and the other financial and statistical information and data included or incorporated by reference in the Registration Statement and the Prospectus (and any amendment or supplement thereto) are accurately presented and prepared on a basis consistent with such financial statements and the books and records of the Company and Southern. -10- (l) The execution and delivery of, and the performance by the Company of its obligations under, this Agreement have been duly and validly authorized by the Company, and this Agreement has been duly executed and delivered by the Company and constitutes the valid and legally binding agreement of the Company, enforceable against the Company in accordance with its terms, except as rights to indemnity and contribution hereunder may be limited by federal or state securities laws and subject to bankruptcy, insolvency, fraudulent conveyance, reorganization and other laws of general applicability relating to or affecting creditors rights and to general equitable principles. (m) Except as disclosed in the Registration Statement and the Prospectus (or any amendment or supplement thereto), subsequent to the respective dates as of which such information is given in the Registration Statement and the Prospectus (or any amendment or supplement thereto), neither the Company nor Southern has incurred any liability or obligation, direct or contingent, or entered into any transaction, not in the ordinary course of business, that is material to the Company and Southern taken as a whole, and there has not been any change in the capital stock, or material increase in the short-term debt or long-term debt, of the Company or Southern, or any material adverse change, or any development involving or which may reasonably be expected to involve, a prospective material adverse change, in the condition (financial or other), business, net worth or results of operations of the Company and Southern taken as a whole. (n) Each of the Company and Southern has good and marketable title to all property (real and personal) described in the Prospectus as being owned by it, free and clear of all liens, claims, security interests or other encumbrances which might materially interfere with the conduct of the business of the Company or Southern taken as a whole (except such as are described in the Registration Statement and the Prospectus or in a document filed as an exhibit to the Registration Statement) and all the property described in the Prospectus as being held under lease by each of the Company and Southern is held by it under valid, subsisting and enforceable leases. (o) The Company has not distributed and, prior to the later to occur of (i) the Closing Date and (ii) completion of the distribution of the Shares, will not distribute any offering material in connection with the offering and sale of the Shares other than the Registration Statement, the Prepricing Prospectus, the Prospectus or other materials, if any, permitted by the Act. (p) Each of the Company and Southern has such permits, licenses, franchises and authorizations of governmental or regulatory authorities ("permits") as are necessary to own its respective properties and to conduct its business in the manner described in the Prospectus, subject to such qualifications as may be set forth in the Prospectus; each of the Company and -11- Southern has fulfilled and performed all its material obligations with respect to such permits and no event has occurred which allows, or after notice or lapse of time would allow, revocation or termination thereof or results in any other material impairment of the rights of the holder of any such permit, subject in each case to such qualification as may be set forth in the Prospectus; and, except as described in the Prospectus, none of such permits contains any restriction that is materially burdensome to the Company or Southern. (q) No holder of any security of the Company has any right to require registration of shares of Common Stock or any other security of the Company because of the filing of the Registration Statement or consummation of the transactions contemplated by this Agreement. (r) The Company has complied with all provisions of Florida Statutes, (S) 517.075, relating to issuers doing business with Cuba. (s) The Company is exempt from all provisions of the Public Utility Holding Company Act of 1935 other than Section 9(a)(2) thereof. 7. Indemnification and Contribution. (a) The Company agrees to -------------------------------- indemnify and hold harmless each Underwriter and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act from and against any and all losses, claims, damages, liabilities and expenses (including reasonable costs of investigation) arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any Prepricing Prospectus or in the Registration Statement or the Prospectus or in any amendment or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages, liabilities or expenses arise out of or are based upon any untrue statement or omission or alleged untrue statement or omission which has been made therein or omitted therefrom in reliance upon and in conformity with the information relating to such Underwriter furnished in writing to the Company by or on behalf of any Underwriter expressly for use in connection therewith; provided, however, that the indemnification contained in this paragraph (a) with respect to any Prepricing Prospectus shall not inure to the benefit of any Underwriter (or to the benefit of any person controlling such Underwriter) on account of any such loss, claim, damage, liability or expense arising from the sale of the Shares by such Underwriter to any person if a copy of the Prospectus shall not have been delivered or sent to such person within the time required by the Act and the regulations thereunder, and the -12- untrue statement or alleged untrue statement or omission or alleged omission of a material fact contained in such Prepricing Prospectus was corrected in the Prospectus, provided that the Company has delivered the Prospectus to the several Underwriters in requisite quantity on a timely basis to permit such delivery or sending. The foregoing indemnity agreement shall be in addition to any liability which the Company may otherwise have. (b) If any action, suit or proceeding shall be brought against any Underwriter or any person controlling any Underwriter in respect of which indemnity may be sought against the Company, such Underwriter or such controlling person shall promptly notify the Company in writing and the Company shall assume the defense thereof, including the employment of counsel and payment of all fees and expenses. Such Underwriter or any such controlling person shall have the right to employ separate counsel in any such action, suit or proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Underwriter or such controlling person unless (i) the Company has agreed in writing to pay such fees and expenses, (ii) the Company has failed to assume the defense and employ counsel, or (iii) the named parties to any such action, suit or proceeding (including any impleaded parties) include both such Underwriter or such controlling person and the Company and such Underwriter or such controlling person shall have been advised by its counsel that representation of such indemnified party and the Company by the same counsel would be inappropriate under applicable standards of professional conduct (whether or not such representation by the same counsel has been proposed) due to actual or potential differing interests between them (in which case the Company shall not have the right to assume the defense of such action, suit or proceeding on behalf of such Underwriter or such controlling person). It is understood, however, that the Company shall, in connection with any one such action, suit or proceeding or separate but substantially similar or related actions, suits or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of only one separate firm of attorneys (in addition to any local counsel) at any time for all such Underwriters and controlling persons, which firm shall be designated in writing by Smith Barney Shearson Inc., and that all such fees and expenses shall be reimbursed as they are incurred. The Company shall not be liable for any settlement of any such action, suit or proceeding effected without its written consent, but if settled with such written consent, or if there be a final judgment for the plaintiff in any such action, suit or proceeding, the Company agrees to indemnify and hold harmless any Underwriter, to the extent provided in the preceding paragraph, and any such controlling person from and against any loss, claim, damage, liability or expense by reason of such settlement or judgment. -13- (c) Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its officers who sign the Registration Statement, and any person who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, to the same extent as the foregoing indemnity from the Company to each Underwriter, but only with respect to information relating to such Underwriter furnished in writing by or on behalf of such Underwriter expressly for use in the Registration Statement, the Prospectus or any Prepricing Prospectus, or any amendment or supplement thereto. If any action, suit or proceeding shall be brought against the Company, any of its directors, any such officer, or any such controlling person based on the Registration Statement, the Prospectus or any Prepricing Prospectus, or any amendment or supplement thereto, and in respect of which indemnity may be sought against any Underwriter pursuant to this paragraph (c), such Underwriter shall have the rights and duties given to the Company by paragraph (b) above (except that if the Company shall have assumed the defense thereof such Underwriter shall not be required to do so, but may employ separate counsel therein and participate in the defense thereof, but the fees and expenses of such counsel shall be at such Underwriter's expense), and the Company, its directors, any such officer, and any such controlling person shall have the rights and duties given to the Underwriters by paragraph (b) above. The foregoing indemnity agreement shall be in addition to any liability which the Underwriters may otherwise have. (d) If the indemnification provided for in this Section 7 is unavailable to an indemnified party under paragraphs (a) or (c) hereof in respect of any losses, claims, damages, liabilities or expenses referred to therein, then an indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities or expenses (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters on the other hand from the offering of the Shares, or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company on the one hand and the Underwriters on the other in connection with the statements or omissions that resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) received by the Company bear to the total underwriting discounts and commissions received by the Underwriters, in each case as set forth in the table on the cover page of the Prospectus. The relative fault of the Company on the one hand and the Underwriters on the other hand shall be determined by reference to, among other things, -14- whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company on the one hand or by the Underwriters on the other hand and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. (e) The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 7 were determined by a pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in paragraph (d) above. The amount paid or payable by an indemnified party as a result of the losses, claims, damages, liabilities and expenses referred to in paragraph (d) above shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating any claim or defending any such action, suit or proceeding. Notwithstanding the provisions of this Section 7, no Underwriter shall be required to contribute any amount in excess of the amount by which the total price of the Shares underwritten by it and distributed to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters' obligations to contribute pursuant to this Section 7 are several in proportion to the respective numbers of Firm Shares set forth opposite their names in Schedule I hereto (or such numbers of Firm Shares increased as set forth in Section 10 hereof) and not joint. (f) No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding. (g) Any losses, claims, damages, liabilities or expenses for which an indemnified party is entitled to indemnification or contribution under this Section 7 shall be paid by the indemnifying party to the indemnified party as such losses, claims, damages, liabilities or expenses are incurred. The indemnity and contribution agreements contained in this Section 7 and the representations and warranties of the Company set forth in this Agreement shall remain operative and in full force and effect, regardless of (i) any investigation made by or -15- on behalf of any Underwriter or any person controlling any Underwriter, the Company, its directors or officers, or any person controlling the Company, (ii) acceptance of any Shares and payment therefor hereunder, and (iii) any termination of this Agreement. A successor to any Underwriter or any person controlling any Underwriter, or to the Company, its directors or officers, or any person controlling the Company, shall be entitled to the benefits of the indemnity, contribution and reimbursement agreements contained in this Section 7. 8. Conditions of Underwriters' Obligations. The several obligations of ---------------------------------------- the Underwriters to purchase the Firm Shares hereunder are subject to the following conditions: (a) If, at the time this Agreement is executed and delivered, it is necessary for the registration statement or a post-effective amendment thereto to be declared effective before the offering of the Shares may commence, the registration statement or such post-effective amendment shall have become effective not later than 5:30 P.M., New York City time, on the date hereof, or at such later date and time as shall be consented to in writing by the Underwriters, and all filings, if any, required by Rules 424 and 430A under the Act shall have been timely made; no stop order suspending the effectiveness of the registration statement shall have been issued and no proceeding for that purpose shall have been instituted or, to the knowledge of the Company or any Underwriter, threatened by the Commission, and any request of the Commission for additional information (to be included in the registration statement or the prospectus or otherwise) shall have been complied with to the satisfaction of the Underwriters. (b) Subsequent to the effective date of this Agreement, there shall not have occurred (i) any change, or any development involving a prospective change, in or affecting the condition (financial or other), business, properties, net worth, or results of operations of the Company and Southern, taken as a whole, not contemplated by the Prospectus, which in the opinion of the Underwriters, would materially adversely affect the market for the Shares, or (ii) any event or development relating to or involving the Company or any officer or director of the Company, which makes any statement made in the Prospectus untrue or which, in the opinion of the Company and its counsel or the Underwriters and their counsel, requires the making of any addition to or change in the Prospectus in order to state a material fact required by the Act or any other law to be stated therein or necessary in order to make the statements therein not misleading if amending or supplementing the Prospectus to reflect such event or development would, in the opinion of the Underwriters materially adversely affect the market for the Shares. -16- (c) The Underwriters shall have received on the Closing Date, an opinion of Tyler Cooper & Alcorn, counsel for the Company, dated the Closing Date and addressed to them to the effect that: (i) The Company is a corporation duly incorporated and validly existing in good standing under the laws of the State of Connecticut with full corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus (and any amendment or supplement thereto), and is duly qualified to conduct its business and is in good standing in each jurisdiction or place where the nature of its properties or the conduct of its business requires such qualification, except where the failure so to qualify does not have a material adverse effect on the condition (financial or other), business, properties, net worth or results of operations of the Company and Southern taken as a whole; (ii) Southern is a corporation duly organized and validly existing under the laws of the State of Connecticut, with full corporate power and authority to own, lease, and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus (and any amendment or supplement thereto); and all the outstanding shares of capital stock of Southern have been duly authorized and validly issued, are fully paid and nonassessable, and are owned by the Company directly, free and clear of any perfected security interest; (iii) The authorized and outstanding capital stock of the Company is as set forth in the Prospectus; and the authorized capital stock of the Company conforms in all material respects as to legal matters to the description thereof contained in the Prospectus under "Description of Common Stock"; (iv) All the shares of capital stock of the Company outstanding prior to the issuance of the Shares have been duly authorized and validly issued, and are fully paid and nonassessable; (v) The Shares have been duly authorized and, when issued and delivered to the Underwriters against payment therefor in accordance with the terms hereof, will be validly issued, fully paid and nonassessable and free of any preemptive, or to the knowledge of such counsel, similar rights that entitle or will entitle any person to acquire any Shares upon the issuance thereof by the Company; (vi) The form of certificates for the Shares conforms to the requirements of the Connecticut Stock Corporation Act; -17- (vii) The Registration Statement and all post-effective amendments, if any, have become effective under the Act and, to the best knowledge of such counsel after reasonable inquiry, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose are pending before or threatened by the Commission; (viii) The Company has corporate power and authority to enter into this Agreement and to issue, sell and deliver the Shares to the Underwriters as provided herein, and this Agreement has been duly authorized, executed and delivered by the Company; (ix) To the best knowledge of such counsel after reasonable inquiry, neither the Company nor Southern is in default in the performance or observance of any material obligation, agreement, covenant or condition contained in any material bond, debenture, note or other evidence or indebtedness, except as may be disclosed in the Prospectus; (x) Neither the offer, sale or delivery of the Shares, the execution, delivery or performance of this Agreement, compliance by the Company with the provisions hereof nor consummation by the Company of the transactions contemplated hereby conflicts or will conflict with or constitutes or will constitute a breach of, or a default under, the certificate or articles of incorporation or bylaws, or other organizational documents, of the Company or Southern or any agreement, indenture, lease or other instrument to which the Company or Southern is a party or by which any of them or any of their respective properties is bound that is an exhibit to the Registration Statement or to any Incorporated Document, or is known to such counsel, or will result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or Southern, nor will any such action result in any violation of any existing law, regulation, ruling (assuming compliance with all applicable state securities and Blue Sky laws), judgment, injunction, order or decree known to such counsel, applicable to the Company, Southern or any of their respective properties; (xi) No consent, approval, authorization or other order of, or registration or filing with, any court, regulatory body, administrative agency or other governmental body, agency, or official is required on the part of the Company (except as have been obtained under the Act and the Exchange Act or such as may be required under state securities or Blue Sky laws governing the purchase and distribution of the Shares) for the valid issuance and sale of the Shares to the Underwriters as contemplated by this Agreement; -18- (xii) The Registration Statement and the Prospectus and any supplements or amendments thereto (except for the financial statements and the notes thereto and the schedules and other financial and statistical data included therein, as to which such counsel need not express any opinion) comply as to form in all material respects with the requirements of the Act; and each of the Incorporated Documents (except for the financial statements and the notes thereto and the schedules and other financial and statistical data included therein, as to which counsel need not express any opinion) complies as to form in all material respects with the Exchange Act and the rules and regulations of the Commission thereunder; (xiii) To the best knowledge of such counsel after reasonable inquiry, (A) other than as described or contemplated in the Prospectus (or any supplement thereto) or any Incorporated Document, there are no legal or governmental proceedings pending or threatened against the Company or Southern, or to which the Company or Southern, or any of their property, is subject, which are required to be described in the Registration Statement or Prospectus (or any amendment or supplement thereto) and (B) there are no agreements, contracts, indentures, leases or other instruments, that are required to be described in the Registration Statement or the Prospectus (or any amendment or supplement thereto) or to be filed as an exhibit to the Registration Statement or any Incorporated Document that are not described or filed as required, as the case may be; (xiv) The Company is exempt from all provisions of the Public Utility Holding Company Act of 1935 other than Section 9(a)(2) thereof; (xv) Except as specifically disclosed in the Incorporated Documents heretofore filed (and subject to the qualifications contained therein), to the best knowledge of such counsel after reasonable inquiry, neither the Company nor Southern is in violation of any law, ordinance, administrative or governmental rule or regulation applicable to the Company or Southern or of any decree of any court or governmental agency or body having jurisdiction over the Company or Southern, except where any such violation does not have, individually or in the aggregate, a material adverse effect on the condition (financial or other), business, net worth or results of operations of the Company and Southern taken as a whole. (xvi) Except as described in the Prospectus, there are no outstanding options, warrants or other rights calling for the issuance of, and such counsel does not know of any commitment, plan or arrangement to issue, any shares of capital stock of the Company or any security convertible -19- into or exchangeable or exercisable for capital stock of the Company; (xvii) Except as described in the Prospectus, there is no holder of any security of the Company or any other person who has the right, contractual or otherwise, to cause the Company to sell or otherwise issue to them, or to permit them to underwrite the sale of, the Shares or the right to have any Common Stock or other securities of the Company included in the registration statement or the right, as a result of the filing of the registration statement, to require registration under the Act of any shares of Common Stock or other securities of the Company; (xviii) The statements in the Registration Statement and Prospectus, insofar as they are descriptions of contracts, agreements or other legal documents, or refer to statements of law or legal conclusions, are accurate and present fairly the information required to be shown; and (xix) Although counsel has not undertaken, except as otherwise indicated in their opinion, to determine independently, and does not assume any responsibility for, the accuracy or completeness of the statements in the Registration Statement, such counsel has participated in the preparation of the Registration Statement and the Prospectus, including review and discussion of the contents thereof (including review and discussion of the contents of all Incorporated Documents), and nothing has come to the attention of such counsel that has caused them to believe that, at the time it became effective, the Registration Statement (including the Incorporated Documents and all information (if any) deemed to be a part of the Registration Statement pursuant to Rule 430A under the Act) contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that the Prospectus, at the time it was first filed with the Commission pursuant to Rule 424(b) under the Act and at the Closing Date or the Option Closing Date, as the case may be, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (it being understood that such counsel need express no opinion with respect to the financial statements and the notes thereto and the schedules and other financial and statistical data included in the Registration Statement or the Prospectus or any Incorporated Document). (d) The Underwriters shall have received on the Closing Date an opinion of Winthrop, Stimson, Putnam & Roberts, counsel for the Underwriters, dated the Closing Date and addressed to the Underwriters, with respect to the matters -20- referred to in subparagraphs (v) and (vii), the second clause of subparagraph (viii), and subparagraphs (xii) and (xix) of the foregoing paragraph (c) and such other related matters as the Underwriters may request. (e) The Underwriters shall have received letters addressed to them, and dated the date hereof and the Closing Date from Coopers & Lybrand, independent certified public accountants, substantially in the forms heretofore approved by the Underwriters. (f) (i) No stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been taken or, to the knowledge of the Company, shall be threatened by the Commission at or prior to the Closing Date; (ii) there shall not have been any change in the capital stock of the Company or Southern nor any material increase in the short-term or long-term debt of the Company or Southern (other than in the ordinary course of business) from that set forth or contemplated in the Registration Statement or the Prospectus (or any amendment or supplement thereto); (iii) there shall not have been, since the respective dates as of which information is given in the Registration Statement and the Prospectus (or any amendment or supplement thereto), except as may otherwise be stated in the Registration Statement and Prospectus (or any amendment or supplement thereto), any material adverse change in the condition (financial or other), business, prospects, properties, net worth or results of operations of the Company and Southern taken as a whole; (iv) the Company and Southern shall not have any liabilities or obligations, direct or contingent (whether or not in the ordinary course of business), that are material to the Company and Southern taken as a whole, other than those reflected in the Registration Statement or the Prospectus (or any amendment or supplement thereto); and (v) all the representations and warranties of the Company contained in this Agreement shall be true and correct on and as of the date hereof and on and as of the Closing Date as if made on and as of the Closing Date, and the Underwriters shall have received a certificate, dated the Closing Date and signed by the chief executive officer or the president and the chief financial officer of the Company (or such other officers as are acceptable to the Underwriters), to the effect set forth in this Section 8(f) and in Section 8(g) hereof. (g) The Company shall not have failed at or prior to the Closing Date to have performed or complied with any of its agreements herein contained and required to be performed or complied with by it hereunder at or prior to the Closing Date. (h) Prior to commencement of the offering of the Shares, the Shares shall have been listed, subject to notice of issuance, on the New York Stock Exchange. -21- (i) The Company shall have furnished or caused to be furnished to the Underwriters such further certificates and documents as they shall have requested. All such opinions, certificates, letters and other documents will be in compliance with the provisions hereof only if they are satisfactory in form and substance to the Underwriters and their counsel. Any certificate or document signed by any officer of the Company and delivered to the Underwriters, or to counsel for the Underwriters, shall be deemed a representation and warranty by the Company to each Underwriter as to the statements made therein. The several obligations of the Underwriters to purchase Additional Shares hereunder are subject to the satisfaction on and as of any Option Closing Date of the conditions set forth in this Section 8, except that, if any Option Closing Date is other than the Closing Date, the certificates, opinions and letters referred to in paragraphs (c) through (g) shall be dated the Option Closing Date in question and the opinions and letter called for by paragraphs (c), (d) and (e) shall be revised to reflect the sale of Additional Shares. 9. Expenses. The Company agrees to pay the following costs and -------- expenses and all other costs and expenses incident to the performance by it of its obligations hereunder: (i) the preparation, printing or reproduction, and filing with the Commission of the Registration Statement (including financial statements and exhibits thereto), each Prepricing Prospectus, the Prospectus, and each amendment or supplement to any of them; (ii) the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Registration Statement, each Prepricing Prospectus, the Prospectus, the Incorporated Documents, and all amendments or supplements to any of them, as may be reasonably requested for use in connection with the offering and sale of the Shares; (iii) the preparation, printing, issuance and delivery of certificates for the Shares, including any stamp taxes in connection with the original issuance and sale of the Shares; (iv) the printing (or reproduction) and delivery of this Agreement, the preliminary and supplemental Blue Sky Memoranda and all other agreements or documents printed (or reproduced) and delivered in connection with the offering of the Shares; (v) the listing of the Shares on the New York Stock Exchange; (vi) the registration or qualification of the Shares for offer and sale under the securities or Blue Sky laws of the several states as provided in Section 5(g) hereof (including the reasonable fees, expenses and disbursements of counsel for the Underwriters relating to the preparation, printing or reproduction, and delivery of the preliminary and supplemental Blue Sky Memoranda and such registration and qualification); (vii) the transportation and other expenses incurred by or on behalf of -22- Company representatives in connection with presentations to prospective purchasers of the Shares; (viii) the fees and expenses of the Company's accountants and the fees and expenses of counsel (including local and special counsel) for the Company; and (ix) the filing fees and the fees and expenses of counsel for the Underwriters in connection with any filings required to be made with the National Association of Securities Dealers, Inc. 10. Effective Date of Agreement. This Agreement shall become effective: --------------------------- (i) upon the execution and delivery hereof by the parties hereto; or (ii) if, at the time this Agreement is executed and delivered, it is necessary for the registration statement or a post-effective amendment thereto to be declared effective before the offering of the Shares may commence, when notification of the effectiveness of the registration statement or such post-effective amendment has been released by the Commission. Until such time as this Agreement shall have become effective, it may be terminated by the Company, by notifying the Underwriters, or by the Underwriters, by notifying the Company. If any one or more of the Underwriters shall fail or refuse to purchase Shares which it or they are obligated to purchase hereunder on the Closing Date, and the aggregate number of Shares which such defaulting Underwriter or Underwriters are obligated but fail or refuse to purchase is not more than one-tenth of the aggregate number of Shares which the Underwriters are obligated to purchase on the Closing Date, each non-defaulting Underwriter shall be obligated, severally, in the proportion which the number of Firm Shares set forth opposite its name in Schedule I hereto bears to the aggregate number of Firm Shares set forth opposite the names of all non-defaulting Underwriters or in such other proportion as the non-defaulting Underwriters may specify in accordance with Section 20 of the Master Agreement Among Underwriters of Smith Barney Shearson Inc., to purchase the Shares which such defaulting Underwriter or Underwriters are obligated, but fail or refuse, to purchase. If any one or more of the Underwriters shall fail or refuse to purchase Shares which it or they are obligated to purchase on the Closing Date and the aggregate number of Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Shares which the Underwriters are obligated to purchase on the Closing Date and arrangements satisfactory to the non-defaulting Underwriters and the Company for the purchase of such Shares by one or more non-defaulting Underwriters or other party or parties approved by the non-defaulting Underwriters and the Company are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case which does not result in termination of this Agreement, either the non-defaulting Underwriters or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any such default of any such Underwriter under this Agreement. The term -23- "Underwriter" as used in this Agreement includes, for all purposes of this Agreement, any party not listed in Schedule I hereto who, with the approval of the non-defaulting Underwriters and the approval of the Company, purchases Shares which a defaulting Underwriter is obligated, but fails or refuses, to purchase. Any notice under this Section 10 may be given by telegram, telecopy or telephone but shall be subsequently confirmed by letter. 11. Termination of Agreement. This Agreement shall be subject to ------------------------ termination in the absolute discretion of the Underwriters, without liability on the part of any Underwriter to the Company, by notice to the Company, if at or prior to the Closing Date or any Option Closing Date (if different from the Closing Date and then only as to the Additional Shares), as the case may be, (i) trading in securities generally on the New York Stock Exchange shall have been suspended or materially limited, (ii) a general moratorium on commercial banking activities in New York or Connecticut shall have been declared by either federal or state authorities, or (iii) there shall have occurred any outbreak or escalation of hostilities or other international or domestic calamity, crisis or change in political, financial or economic conditions, the effect of which on the financial markets of the United States is such as to make it, in the judgment of the Underwriters, impracticable or inadvisable to commence or continue the offering of the Shares at the offering price to the public set forth on the cover page of the Prospectus or to enforce contracts for the resale of the Shares by the Underwriters. Notice of such termination may be given to the Company by telegram, telecopy or telephone and shall be subsequently confirmed by letter. 12. Information Furnished by the Underwriters. The statements set forth ----------------------------------------- in the last paragraph on the cover page, the stabilization legend on the inside front cover, and the statements in the third paragraph under "Underwriting" in any Prepricing Prospectus and in the Prospectus, constitute the only information furnished by the Underwriters as such information is referred to in Sections 6(b) and 7 hereof. 13. Miscellaneous. Except as otherwise provided in Sections 5, 10 and -------------- 11 hereof, notice given pursuant to any provision of this Agreement shall be in writing and shall be delivered (i) if to the Company, at the office of the Company at 855 Main Street, Bridgeport, Connecticut 06604, Attention: Treasurer; or (ii) if to the Underwriters, care of Smith Barney Shearson Inc., 1345 Avenue of the Americas, New York, New York 10105, Attention: Investment Banking Division. This Agreement has been and is made solely for the benefit of the several Underwriters, the Company, its directors and officers, and the other controlling persons referred to in -24- Section 7 hereof and their respective successors and assigns, to the extent provided herein, and no other person shall acquire or have any right under or by virtue of this Agreement. Neither the term "successor" nor the term "successors and assigns" as used in this Agreement shall include a purchaser from any Underwriter of any of the Shares in his status as such purchaser. 14. Applicable Law; Counterparts. This Agreement shall be governed by and ---------------------------- construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York. This Agreement may be signed in various counterparts which together constitute one and the same instrument. If signed in counterparts, this Agreement shall not become effective unless at least one counterpart hereof shall have been executed and delivered on behalf of each party hereto. -25- Please conform that the foregoing correctly sets forth the agreement between the Company and the several Underwriters. Very truly yours, CONNECTICUT ENERGY CORPORATION By ---------------------------- Name: Title: Confirmed as of the date first above mentioned SMITH BARNEY SHEARSON INC. A.G. EDWARDS & SONS, INC. EDWARD D. JONES & CO. By SMITH BARNEY SHEARSON INC. By --------------------------- Managing Director -26- SCHEDULE I CONNECTICUT ENERGY CORPORATION
Number of Underwriter Firm Shares - ----------- ----------- Smith Barney Shearson Inc. . . . . . . . . . . . . . . A.G. Edwards & Sons, Inc. . . . . . . . . . . . . . . Edward D. Jones & Co. . . . . . . . . . . . . . . . . Total 900,000 ===========
EX-5 3 OPINION-TCA EXHIBIT 5 February 7, 1994 Securities and Exchange Commission Division of Corporation Finance 450 Fifth Street, N.W. Washington, D.C. 20549-1004 Re: Connecticut Energy Corporation Registration Statement on Form S-3 under the Securities Act of 1933 Dear Sirs: We have acted as counsel for Connecticut Energy Corporation (the "Company") in connection with the Company's proposed public offering of up to 1,000,000 shares of its common stock, $1.00 par value (the "Common Stock"), including up to 100,000 shares of the Common Stock to cover over-allotments, if any. We have examined and are familiar with the originals or copies, certified or otherwise identified to our satisfaction, of pertinent documents, corporate records and other instruments relating to the issuance of the Common Stock and other actions and proceedings relating thereto. In rendering this opinion, we have assumed that there will be no change in applicable law between the date of this opinion and the date of issuance of the shares proposed to be issued and sold by the Company pursuant to a Registration Statement on Form S-3 filed with the Securities and Exchange Commission (the "Registration Statement"). Based upon the foregoing, we are of the opinion that the Common Stock proposed to be issued and sold by the Company pursuant to the Registration Statement, when issued and sold as set forth therein, will be legally issued, fully paid and nonassessable. We hereby consent to the use of this opinion as an exhibit to the Registration Statement and to the reference to us under the caption "Legal Opinions" in the Prospectus which forms a part of the Registration Statement. Very truly yours, TYLER COOPER & ALCORN By /s/ Samuel W. Bowlby -------------------------------- Samuel W. Bowlby, a Partner EX-23.1 4 CONSENT-C&L (LOGO OF COOPERS & LYBRAND APPEARS HERE) EXHIBIT 23.1 ------------ CONSENT OF INDEPENDENT ACCOUNTANTS ---------------------------------- We consent to the incorporation by reference in the Prospectus constituting part of the Registration Statement on Form S-3 of Connecticut Energy Corporation of our report dated November 2, 1993 appearing on page 35 of the Annual Report to Shareholders on our audits of the consolidated financial statements of Connecticut Energy Corporation as of September 30, 1993 and 1992 and for the years ended September 30, 1993, 1992 and 1991. We also consent to the incorporation by reference in such Prospectus of our report dated November 2, 1993 appearing on page 23 of the Annual Report on Form 10K on our audits of the financial statement schedules of Connecticut Energy Corporation for the years ended September 30, 1993, 1992 and 1991. We also consent to the reference to our firm under the caption "Experts" in such Prospectus. Coopers & Lybrand New Haven, Connecticut February 3, 1994 EX-24 5 POWER OF ATTORNEY EXHIBIT 24 POWER OF ATTORNEY We, the undersigned officers and directors of CONNECTICUT ENERGY CORPORATION, hereby severally constitute J. Richard Tiano and Carol A. Forest, and each of them singly, our true and lawful attorneys with full power of substitution, to sign for us and in our names in the capacities indicated below, the Registration Statement on Form S-3 relating to Connecticut Energy Corporation's sale of up to 1,000,000 shares of Common Stock and any and all amendments to such Registration Statement, and generally to do all such things in our name and on our behalf in our capacities as officers or directors to enable Connecticut Energy Corporation to comply with the provisions of the Securities Act of 1933, as amended, all requirements of the Securities and Exchange Commission, and all requirements of any other applicable law or regulation, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to such Registration Statement and any and all amendments thereto, including post-effective amendments.
SIGNATURE TITLE DATE --------- ----- ---- /s/ J.R. Crespo Chairman of the Board, January 25, 1994 - ------------------------------------ President and Chief J.R. Crespo Executive Officer and Director (Principal Executive Officer) /s/ Carol A. Forest Vice President, Finance, January 25, 1994 - ------------------------------------ Chief Financial Officer and Carol A. Forest Treasurer (Principal Financial Officer) /s/ Vincent L. Ammann, Jr. Vice President and Chief January 25, 1994 - ------------------------------------ Accounting Officer Vincent L. Ammann, Jr. (Principal Accounting Officer) /s/ Henry Chauncey, Jr. Director January 25, 1994 - ------------------------------------ Henry Chauncey, Jr. /s/ James P. Comer, M.D. Director January 25, 1994 - ------------------------------------ James P. Comer, M.D. /s/ Richard F. Freeman Director January 25, 1994 - ------------------------------------ Richard F. Freeman /s/ Paul H. Johnson Director January 25, 1994 - ------------------------------------ Paul H. Johnson /s/ Richard M. Hoyt Director January 25, 1994 - ------------------------------------ Richard M. Hoyt /s/ Newman M. Marsilius, III Director January 25, 1994 - ------------------------------------ Newman M. Marsilius, III
SIGNATURE TITLE DATE --------- ----- ---- /s/ Samuel M. Sugden Director January 25, 1994 - ------------------------------------ Samuel M. Sugden /s/ Christopher D. Turner Director January 25, 1994 - ------------------------------------ Christopher D. Turner /s/ Helen B. Wasserman Director January 25, 1994 - ------------------------------------ Helen B. Wasserman
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