REGISTRATION STATEMENT NO. 033-54155
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 3 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ENERGY EAST CORPORATION
(Exact name of Registrant as specified in its charter)
NEW YORK 14-1798693
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
P.O. BOX 12904
ALBANY, NEW YORK 12212-2904
(518) 434-3049
(Address and telephone number of principal executive offices)
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ROBERT D. KUMP TARAS G. BORKOWSKY, ESQ.
VICE PRESIDENT, TREASURER AND HUBER LAWRENCE & ABELL
SECRETARY 605 THIRD AVENUE
ENERGY EAST CORPORATION NEW YORK, NEW YORK 10158
P.O. BOX 12904 (212) 682-6200
ALBANY, NEW YORK 12212-2904
(518) 434-3049
(Names, addresses and telephone numbers of agents for service)
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Approximate date of commencement of proposed sale to the public: FROM TIME TO
TIME AFTER THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT.
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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. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
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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.
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PART I
ENERGY EAST CORPORATION
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
The Dividend Reinvestment and Stock Purchase Plan ("Plan") of Energy East
Corporation ("Energy East") provides holders of our Common Stock with a simple
and convenient method of purchasing additional shares of Common Stock without
the payment of brokerage commissions or service charges. In addition,
non-shareholders who are residents of Connecticut, Maine, Massachusetts or New
York State may enroll in the Plan by making an initial cash investment. This
Prospectus reflects material amendments to the Plan, which are effective as of
December 15, 2002. See "Recent Amendments to the Plan." No action is required if
you wish to continue your participation in the Plan.
Under the Plan, shares may be purchased at our option, (a) in the open
market by Merrill Lynch, Pierce, Fenner & Smith Incorporated, which will be
acting as your agent, or (b) directly from us. You may elect one of the
following options:
(1) Have your dividends automatically reinvested and make optional cash
payments of up to $100,000 annually.
(2) Continue to receive your dividends on shares registered in your name
but make optional cash payments of up to $100,000 annually.
Registered shareholders may enroll in the Plan at any time by completing an
Authorization Form and returning it to us. Dividend payments will be reinvested
for registered shareholders only if the completed Authorization Form is received
by us prior to the first business day of the month in which a dividend is
payable. Dividend reinvestment for registered shareholders whose Authorization
Forms are received after this date will begin on the next dividend payment date.
Dividends will continue to be reinvested unless you notify us that you wish to
withdraw. A non-shareholder, who is a resident of Connecticut, Maine,
Massachusetts or New York State, may apply for enrollment in the Plan after
being furnished a Plan Prospectus by completing and returning a Enrollment Form
together with a check in an amount not less than $25 nor more than $100,000 made
payable to "Energy East, Agent."
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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.
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THE DATE OF THIS PROSPECTUS IS , 2002.
WHERE YOU CAN FIND MORE INFORMATION
AVAILABLE INFORMATION
We file annual, quarterly and current reports. You may read and copy this
information at the SEC's public reference rooms at:
Public Reference Room Midwest Regional Office
Room 1024 Citicorp Center
Judiciary Plaza Suite 1400
450 Fifth Street, N.W. 500 West Madison Street
Washington, DC 20549 Chicago, IL 60661-2511
You may call the SEC at 1-800-SEC-0330 for further information on the public
reference rooms. Our SEC filings are also available to the public from
commercial document retrieval services and at the Internet world wide website
that the SEC maintains at HTTP://WWW.SEC.GOV.
Our common stock is listed on the New York Stock Exchange (the "NYSE") under
the symbol "EAS." You may read and copy our SEC reports at the offices of the
NYSE at 20 Broad Street, New York, New York 10005.
This prospectus is part of a registration statement that we filed with the
SEC. The full registration statement may be obtained from the SEC or us, as
indicated below. Forms of the documents establishing the terms of the offered
securities are filed as exhibits to the registration statement. Statements in
this prospectus about these documents are summaries. You should refer to the
actual documents for a more complete description of the relevant matters.
INCORPORATION BY REFERENCE
The SEC allows us to "incorporate by reference" information into this
document, which means that we can disclose important information to you by
referring you to another document filed separately with the SEC. The information
incorporated by reference is deemed to be part of this prospectus. The
information filed with the SEC in the future will automatically update and
supersede this information.
We incorporated by reference the documents listed below and any future
filings made by us with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934, until all of the securities being offered under
this prospectus or any prospectus supplement are sold:
- Our Annual Report on Form 10-K for the year December 31, 2001.
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- Our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2002,
and June 30, 2002.
- Our Current Reports on Form 8-K dated January 10, 2002, January 15, 2002,
June 28, 2002 and August 7, 2002.
Documents incorporated by reference are available from us without charge,
excluding all exhibits unless we have specifically incorporated by reference an
exhibit into this prospectus. You may obtain documents incorporated by reference
in this prospectus by telephoning Shareholder Services at (800) 225-5643 or by
writing us at the following address:
Energy East Corporation
P. O. Box 12904
Albany, New York 12212-2904
Attention: Secretary
You should rely only on the information contained or incorporated by
reference in this prospectus or any prospectus supplement. We have not
authorized anyone to provide you with different information. We are not making
an offer of these securities in any state where the offer is not permitted. You
should not assume that the information contained in this prospectus or any
prospectus supplement is accurate as of any date other than the date of such
documents. In this prospectus, references to "we," "us" and "our" refer to
Energy East.
ENERGY EAST CORPORATION
We are a public utility holding company organized under the laws of the
State of New York in 1997 and became the parent of New York State Electric & Gas
Corporation in May 1998. We are a super-regional energy services and delivery
company with operations in New York, Connecticut, Massachusetts, Maine and New
Hampshire and offices in New York and Maine. On February 8, 2000, we completed
our merger with Connecticut Energy Corporation, which is a holding company
primarily engaged in the retail distribution of natural gas in Connecticut
through its wholly-owned subsidiary, The Southern Connecticut Gas Company. On
September 1, 2000, we completed our mergers with CMP Group, Inc., CTG
Resources, Inc., and Berkshire Energy Resources. CMP Group is a holding company
and its principal operating subsidiary, Central Maine Power Company, is
primarily engaged in transmitting and distributing electricity generated by
others to retail customers in Maine. CTG Resources, also a holding company, is
the parent company of Connecticut Natural Gas Corporation, a regulated natural
gas distribution company in Connecticut. Berkshire Energy Resources is a holding
company and the parent company of The Berkshire Gas Company, a regulated natural
gas distribution company that operates in western Massachusetts. On June 28,
2002, we completed our merger with RGS Energy Group, Inc. RGS Energy is a
holding company and the parent company of Rochester Gas & Electric Corporation,
a public utility company primarily
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engaged in generating, purchasing and delivering electricity and purchasing and
delivering natural gas in upstate New York.
Our principal energy delivery business is transmitting and distributing
electricity in upstate New York and Maine and transporting, storing and
distributing natural gas in upstate New York, Connecticut, Maine and
Massachusetts. We have approximately 1.8 million electricity customers and
1 million natural gas customers. Our service territories reflect diversified
economies, including high-tech firms, light industry, pulp and paper industry,
shipbuilding, colleges and universities, agriculture, fishing and recreational
facilities. No customer accounts for 5% or more of either electric or natural
gas revenues.
Our address is P. O. Box 12904, Albany, New York 12212-2904 and our
telephone number is (518) 434-3049.
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RECENT AMENDMENTS TO THE PLAN
We have amended the Plan, effective as of December 15, 2002, as follows:
(1) to allow non-shareholders who are residents of Connecticut, Maine,
Massachusetts or New York State to enroll in the Plan by making an initial
cash investment to purchase our common stock under the terms of the Plan;
and
(2) to provide that your shares will be sold at least once each week, in
each five day business week, and as practicable in a shortened business
week, in accordance with the provisions of the Plan. (See Question 21.)
Other than the above, there have been no other material amendments to the
Plan since the Prospectus Supplement dated May 1, 1998.
DESCRIPTION OF THE PLAN
The following are the terms and conditions of the Plan set forth for your
convenience in a question and answer form.
PURPOSE
1. WHAT IS THE PURPOSE OF THE PLAN?
The Plan offers registered shareholders, and non-shareholders who are
residents of Connecticut, Maine, Massachusetts or New York State, a simple and
convenient method of purchasing shares of our Common Stock ($.01 Par Value)
("Additional Common Stock") without payment of brokerage commissions or service
charges. If such Additional Common Stock is purchased from us, the Plan will
provide additional funds for general corporate purposes.
ADVANTAGES
2. WHAT ARE THE ADVANTAGES OF THE PLAN?
You may (a) have dividends on your Common Stock automatically reinvested in
Additional Common Stock and make optional cash payments of up to $100,000
annually or (b) continue to receive dividends on shares registered in your name
and invest by making optional cash payments of up to $100,000 annually.
Non-shareholders who are residents of Connecticut, Maine, Massachusetts or New
York State may enroll in the Plan by making an initial cash investment of at
least $25 to purchase Common Stock under the terms of the Plan. You may also
have an agent designated by us sell any or all full shares credited to your
account under the Plan. (See Questions 21 through 26.)
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Full investment of funds is possible because the Plan permits fractional
shares, as well as full shares, to be credited to your account. Dividends on
fractions, as well as full shares, will be credited to your account.
You may elect to transfer shares of Common Stock registered in your name to
your Plan account for safekeeping. Shares of Common Stock held by the Plan for
safekeeping are protected against loss, theft and inadvertent destruction. Such
shares may be withdrawn or sold at any time in accordance with the procedures
described below. (See Questions 18 through 26.)
You are provided with regular quarterly statements of account for your
record keeping. In addition, if you make an optional cash payment in a month
other than a month in which a dividend is paid, a statement of account will be
provided as soon as possible after the shares are purchased for that month.
No broker's fee, commission or service charge is paid by you in connection
with purchases under the Plan. All expenses incurred by the Plan in connection
with the sale of full shares for you, including brokerage commissions, are paid
by you. However, such brokerage commissions may be less than commissions paid by
individual investors because all sales transactions are aggregated, thus
allowing the Plan to take advantage of lower brokerage costs than might
otherwise be available to individual investors.
ADMINISTRATION
3. WHO ADMINISTERS THE PLAN ON YOUR BEHALF?
We administer the Plan, keep records, send statements of account and perform
other duties related to the Plan. Shares of Additional Common Stock purchased
under the Plan are registered in our name, as nominee for you.
We have designated Merrill Lynch, Pierce, Fenner & Smith Incorporated
("Agent") as agent for you for purchasing shares of Additional Common Stock for
the Plan when these shares are purchased in the open market and for selling your
full shares credited to your account or deposited for safekeeping.
PARTICIPATION
4. WHO CAN PARTICIPATE?
All registered shareholders of the Company's Common Stock can participate in
the Plan. Non-shareholders who are residents of Connecticut, Maine,
Massachusetts or New York State can also participate in the Plan.
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5. HOW DOES A REGISTERED SHAREHOLDER OF COMMON STOCK JOIN THE PLAN?
A registered shareholder may join the Plan by completing an Authorization
Form and returning it to us. An Authorization Form may be obtained at any time
by written request mailed to Energy East Corporation, Attention: Shareholder
Services, P.O. Box 3200, Ithaca, New York 14852-3200 or by calling our toll-free
telephone number, 1-800-225-5643. However, owners of Common Stock whose shares
are registered in someone else's name (such as in the names of brokers and bank
nominees) must first become registered shareholders by having at least one share
transferred to them.
The Authorization Form allows you to decide the extent to which you want to
participate in the Plan. If the "Dividend Reinvestment and Stock Purchase Plan"
box on the Authorization Form is marked, we will apply all your dividends on the
shares registered in your name, as well as on shares credited to your account
under the Plan, to the purchase of Common Stock. If the "Optional Cash Payments
Only" box on the Authorization Form is marked, we will continue to pay dividends
to you on shares registered in your name in the usual manner but will apply both
the optional cash payments received and the dividends on shares credited to your
Plan account to the purchase of Common Stock under the Plan.
6. HOW DOES A NON-SHAREHOLDER WHO IS A RESIDENT OF CONNECTICUT, MAINE,
MASSACHUSETTS OR NEW YORK STATE JOIN THE PLAN?
After being furnished with the Plan Prospectus and an Enrollment Form (see
Question 36), a Connecticut, Maine, Massachusetts, or New York State resident
may apply for enrollment in the Plan by completing and returning the Enrollment
Form to Shareholder Services, together with a check in an amount not less than
$25 or more than $100,000, made payable to "Energy East, Agent."
The Enrollment Form requires non-shareholders to provide verification that
their primary residence is in Connecticut, Maine, Massachusetts or New York
State. It also allows non-shareholders to decide the amount of the initial
investment, which will be used to purchase full and fractional shares of our
Common Stock. All cash dividends credited to Plan accounts will be fully
reinvested.
7. WHEN MAY A REGISTERED SHAREHOLDER OR A NON-SHAREHOLDER RESIDENT OF
CONNECTICUT, MAINE, MASSACHUSETTS OR NEW YORK STATE JOIN THE PLAN?
You may join the Plan at any time. However, the registered shareholder's
Authorization Form must be received by us prior to the first business day of the
month in which a dividend is payable if reinvestment of dividends is to begin
with that dividend payment. Shareholders electing to make optional cash payments
and non-shareholders applying for enrollment should review Question 16 to
determine when the Authorization Form for registered shareholders or the
Enrollment Form for Connecticut, Maine, Massachusetts or New York State
residents, as the case may be, must be
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received by us in order to receive specific quarterly dividends on the shares of
Common Stock purchased with the investment.
We have paid consecutive quarterly dividends since the Common Stock was
first issued to the public in 1949. WHILE WE INTEND TO CONTINUE TO PAY QUARTERLY
DIVIDENDS ON THE COMMON STOCK ON THE FIFTEENTH DAY OF FEBRUARY, MAY, AUGUST, AND
NOVEMBER, THERE CAN BE NO ASSURANCE OF FUTURE DIVIDENDS SINCE THEY ARE DEPENDENT
ON OUR FUTURE EARNINGS, OUR FINANCIAL REQUIREMENTS, APPLICABLE GOVERNMENTAL
REGULATIONS AND OTHER FACTORS.
8. IN WHAT NAME WILL THE ACCOUNT BE MAINTAINED?
The Plan account for a registered shareholder who enrolls will be maintained
in the name(s) as shown on our shareholder records at the time of enrollment.
The Plan account for a non-shareholder resident of Connecticut, Maine,
Massachusetts or New York State will be maintained in the names indicated on the
Enrollment Form.
PURCHASES
9. GENERAL
We have full discretion as to whether Additional Common Stock purchased
under the Plan will be purchased in the open market by the Agent or purchased
directly from us, subject to limitations imposed on us by federal securities
laws.
THE PLAN DOES NOT ALLOW YOU TO SPECIFY THE NUMBER OF SHARES TO BE PURCHASED
WITH YOUR REINVESTED DIVIDENDS OR OPTIONAL CASH PAYMENTS NOR DOES IT ALLOW
NON-SHAREHOLDERS TO SPECIFY THE NUMBER OF SHARES TO BE PURCHASED WITH THEIR
INITIAL CASH INVESMENTS.
10. HOW MANY SHARES OF ADDITIONAL COMMON STOCK WILL BE PURCHASED FOR YOU?
The number of shares to be purchased depends on the amount to be invested
and the market price of the Common Stock. (See Question 11.) Your account will
be credited with that number of shares, including fractions computed to four
decimal places, equal to the amounts to be invested divided by the price of the
shares of Additional Common Stock determined in accordance with Question 11. If
the shares are purchased in the open market, the crediting of your account will
take place on the allocation date which means the date on which all purchases
have been completed with respect to a particular dividend payment date or
investment date for optional cash payments. Your statement of account will
specify each allocation date for shares of Additional Common Stock purchased for
your account in the open market.
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11. WHAT WILL BE THE PRICE OF ADDITIONAL COMMON STOCK PURCHASED UNDER THE PLAN?
A. IF ADDITIONAL COMMON STOCK IS PURCHASED IN THE OPEN MARKET--
The purchase price per share of Additional Common Stock purchased with
reinvested dividends, optional cash payments, or initial cash investments will
equal the weighted average of the actual purchase prices at which such shares
are acquired with reinvested dividends, optional cash payments, or initial cash
investments. The price will not include any expenses of the Plan, including
brokerage fees, which will be paid by us.
B. IF ADDITIONAL COMMON STOCK IS PURCHASED DIRECTLY FROM US--
The price of the Additional Common Stock purchased for you with reinvested
dividends will be 100% of the average of the highest and lowest sale prices of
our Common Stock on the New York Stock Exchange on the dividend payment date,
or, if the Common Stock is not traded on the New York Stock Exchange on such
date, on the preceding day on which such stock was traded on that Exchange.
Additional Common Stock purchased with optional cash payments and initial cash
investments will be purchased at 100% of the average of the highest and lowest
sale prices of our Common Stock on the New York Stock Exchange on the first day
of each month, or, if the Common Stock is not traded on the New York Stock
Exchange on such date, on the next day on which such stock was traded on that
Exchange.
No shares will be sold under the Plan at less than the par value of such
shares.
12. WHO WILL PURCHASE SHARES OF ADDITIONAL COMMON STOCK IN THE OPEN MARKET FOR
THE PLAN?
The Agent will purchase shares of Additional Common Stock for you in the
open market. The Agent may also act as the executing broker for such purchases.
Subject to certain limitations, the Agent has full discretion as to all
matters relating to the purchase of shares of Additional Common Stock, including
determining the number of shares, if any, to be purchased on any day or at any
time during that day, the purchase price paid for such shares, the market on
which such purchases are made, and the persons (including other brokers and
dealers) from or through whom such purchases are made; provided the Agent cannot
purchase any shares of Additional Common Stock from us or any of our affiliates.
13. WHEN WILL DIVIDENDS BE REINVESTED?
If Additional Common Stock is purchased directly from us, dividends will be
reinvested on the dividend payment dates. Dividend payment dates ordinarily are
the fifteenth day of February, May, August and November.
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If the Additional Common Stock is purchased in the open market, the Agent
may begin purchasing shares of Additional Common Stock with reinvested dividends
as early as five business days before each dividend payment date and will use
its best efforts to cause all dividends received by it to be applied to the
purchase of shares of Additional Common Stock by the end of the 30-day period
following each dividend payment date, subject to any limitations imposed by
federal securities laws. The timing of such purchases under the Plan is at the
sole discretion of the Agent. With respect to a month in which a dividend is
payable, because optional cash payments and initial cash investments are due on
the first of the month, optional cash payments and initial cash investments will
not be aggregated with reinvested dividends for the purpose of determining the
total amounts of funds to be invested. (See Question 15.)
CASH INVESTMENT OPTION
14. HOW ARE OPTIONAL CASH PAYMENTS AND INITIAL CASH INVESTMENTS MADE?
The option to make cash payments is available to you each month. Optional
cash payments must be at least $25 and cannot exceed $100,000 annually. If the
"Dividend Reinvestment and Stock Purchase Plan" box on the Authorization Form is
marked, an initial cash payment MAY be made when enrolling by sending us a
payment with the Authorization Form. If the "Optional Cash Payment Only" box on
the Authorization Form is marked or an Enrollment Form is completed, a payment
MUST be made to establish the account at the time the Authorization Form or
Enrollment Form is sent to us. Thereafter, cash payments may be made through the
use of cash payment forms sent to you. Checks should be made payable to "Energy
East, Agent." Cash payments included as part of a check for payment of electric
or gas utility services cannot be accepted. The same amount of money need not be
sent each month and there is no obligation to make further cash payments. If
Additional Common Stock is purchased in the open market, we will transfer all
optional cash payments received to the Agent.
15. WHEN WILL OPTIONAL CASH PAYMENTS AND INITIAL CASH INVESTMENTS BE INVESTED?
The investment date for optional cash and initial cash investment payments
is the first day of each month. Checks must be received by our Shareholder
Services Department at Energy East Corporation, Attention: Shareholder Services,
P.O. Box 3200, Ithaca, NY 14852-3200, on or before the investment date for which
an optional cash investment or initial cash investment is desired. If Additional
Common Stock is to be purchased in the open market, the Agent may begin
purchasing shares of Additional Common Stock with optional cash payments and
initial cash investments on the investment date for which such optional cash
payments and initial cash investments qualify for investment and will use its
best efforts to cause all optional cash payments and initial cash investments
received by it to be applied to the purchase of shares of Additional Common
Stock by the end of the 30-day period following the first day of each month,
subject to any limitations imposed
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by federal securities laws. The timing of such purchases under the Plan is
otherwise in the sole discretion of the Agent. SINCE NO INTEREST WILL BE PAID ON
OPTIONAL CASH PAYMENTS OR INITIAL CASH INVESTMENTS IT IS SUGGESTED THAT ANY
OPTIONAL CASH PAYMENT OR INITIAL CASH INVESMENT BE SENT SO AS TO BE RECEIVED
SHORTLY BEFORE, BUT NOT LATER THAN, THE FIRST DAY OF EACH MONTH. If the first
day of the month is a weekend or holiday, the deadline for the receipt of
optional cash payments or initial cash investments will be the following
business day. Optional cash payments and initial cash investments received after
the first day of each month will be deposited by us into a non-interest bearing
account until the first day of the following month unless you request that the
cash payment be refunded prior to such date.
16. WHEN WILL DIVIDENDS BE PAID ON SHARES PURCHASED WITH OPTIONAL CASH PAYMENTS
AND INITIAL CASH INVESTMENTS?
Based on our current dividend payment practice, shares purchased with
optional cash payments and initial cash investments on the first day of
February, March and April receive the May 15 dividend; shares purchased on the
first day of May, June and July receive the August 15 dividend; shares purchased
on the first day of August, September and October receive the November 15
dividend; and shares purchased on the first day of November, December and
January receive the February 15 dividend as declared by the Board of Directors.
TRANSFER OF SHARES TO THE PLAN FOR SAFEKEEPING
17. WHAT DOES "SAFEKEEPING" OF SHARES MEAN?
You may elect to transfer certificated shares of Common Stock registered in
your name to your Plan account for safekeeping. To participate in the
safekeeping features of the Plan, your Common Stock certificates must be
forwarded to, and registered in our name as nominee for you. Shares represented
by such certificates will be credited to your account in the Plan. Dividends
paid on all such shares of Common Stock must be reinvested.
If you are interested in the safekeeping program, detailed instructions,
along with appropriate forms, will be provided to you upon request. Such
requests may be made by writing to the address, or using the toll-free telephone
number, listed in Question 36.
The method used to submit certificates for safekeeping is at your option and
risk. If the certificates are mailed, insured registered mail is suggested for
your protection. THE CERTIFICATES SHOULD NOT BE ENDORSED.
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Shares of Common Stock held by the Plan for safekeeping are protected
against loss, theft and inadvertent destruction. Such shares may be withdrawn or
sold at any time in accordance with the procedures described in Questions 18
through 26.
CERTIFICATES FOR SHARES
18. DO I RECEIVE SHARE CERTIFICATES FOR SHARES PURCHASED UNDER THE PLAN?
Shares purchased under the Plan will be registered in our name, for your
benefit in the Plan, until you terminate your account in the Plan or until you
give the Company written instructions to deliver certificates for full shares
credited to your Plan account. STANDING INSTRUCTIONS FOR WITHDRAWAL OR TRANSFER
OF SHARES CREDITED TO YOUR PLAN ACCOUNT ARE NOT ACCEPTED. You may obtain a
certificate registered in your name for any number of full shares credited to
your Plan account and still remain in the Plan by submitting to us a written
request bearing your signature. No fractional share certificates will be issued.
19. MAY I TRANSFER A PORTION OF MY PLAN SHARES?
If you wish to remain in the Plan but want to transfer any full number of
shares credited to your Plan account you may do so by submitting to us a written
request that all or part of your shares be issued in another name. This request
must bear your signature, guaranteed by a commercial bank or member firm of any
national securities exchange. Any transfer tax will be assessed to you when
shares credited to your Plan account are transferred.
Shares credited to your Plan account may not be pledged.
20. HOW LONG DOES IT TAKE TO RECEIVE A CERTIFICATE?
We will attempt to issue a certificate within three weeks after the receipt
of a written request to deliver a certificate for full shares. If you are
terminating your account in the Plan and are requesting a certificate for any
full shares credited to your account you should allow additional time if the
request is received during the period commencing five days prior to the dividend
record date and ending on the dividend payment date. (See Questions 7 and 22.)
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SALE OF FULL SHARES
21. HOW MAY I SELL COMMON STOCK CREDITED TO MY PLAN ACCOUNT?
You may from time to time sell any or all full shares credited to your
account without terminating your account in the Plan by notifying us, in
writing, at Energy East Corporation, Attention: Shareholder Services, P.O. Box
3200, Ithaca, New York 14852-3200 of the number of shares you wish sold. Shares
of Common Stock, for which stock certificates are held, other than those in the
Plan, are not eligible for sale under the Plan.
At the time of sale of full shares credited to your account your proceeds
will be sent to you or you may request that the check for the sale of those
shares be issued in the name of anyone other than yourself. This request must
bear your signature, guaranteed by a commercial bank or member firm of any
national securities exchange.
22. WHO WILL SELL MY COMMON STOCK CREDITED TO MY PLAN ACCOUNTS?
The Agent will sell full shares of Common Stock credited to your Plan
account in the open market. The Agent may act as the executing broker for such
sales. Sales requests will be aggregated and your shares will be sold at least
once each week, in each five day business week, and as practicable in a shorten
business week, by the Agent on the open market, except during the ten day period
which occurs prior to the record date for each of the Company's dividend payment
dates, during which no sales will be processed. Based upon the Company's current
dividend payment practice, the dividend record date occurs in January, April,
July and October.
Subject to certain limitations, the Agent has full discretion as to all
matters relating to the sale of full shares of the Common Stock credited to your
Plan account including determining the number of shares, if any, to be sold on
any day or at any time during that day, the sales price for such shares, the
market on which sales are made, and the persons (including other brokers and
dealers) to or through whom such sales are to be made.
23. WHAT WILL BE THE PRICE OF THE COMMON STOCK SOLD?
The sales price per share of Common Stock credited to your Plan account sold
by the Agent will equal the weighted average of the actual sales price on the
open market at which such shares are sold. The net amount per share received by
you will be the amount of the per share sales price reduced by the per share
amount of the brokerage commissions and other expenses incurred by the Plan in
connection with the sale of your shares. Brokerage commissions may be less than
commissions paid by individual investors. YOU CANNOT REQUEST, AND THE AGENT DOES
NOT GUARANTEE, ANY SPECIFIC SALES PRICE. You will receive a check for the
proceeds as soon as possible after the sale has been completed.
13
TERMINATION OF YOUR ACCOUNTS
24. HOW DO I TERMINATE MY ACCOUNT IN THE PLAN?
You may terminate your account in the Plan by notifying us, in writing, at
Energy East Corporation, Attention: Shareholder Services, P.O. Box 3200, Ithaca,
New York 14852-3200 that you wish to terminate your account. Such notice must
state whether you want a stock certificate for the full shares credited to your
Plan account, whether you want a stock certificate for part of the full shares
credited to your Plan account and the remainder sold, or whether you want all
shares credited to your Plan account sold.
If you have requested a stock certificate for full shares, the fractional
shares will be converted to cash based on the closing price of our Common Stock
on the New York Stock Exchange on the day such request was received and will be
remitted to you. If you have requested a stock certificate for part of your full
shares and have requested the remainder be sold or have requested that all your
shares be sold, fractional shares will be converted to cash based on the
weighted average of the actual sales price on the open market at which your full
shares are sold. We will return any uninvested cash submitted by you under the
cash payment option.
At the time of termination of your Plan account, you may request that all or
part of your shares be issued in certificate form, or a check be issued, in the
name of someone other than yourself. This request must bear your signature,
guaranteed by a commercial bank or member firm of any national securities
exchange. Any transfer tax will be assessed to you when shares credited to your
Plan account are transferred.
You may re-enroll in the Plan at any time.
25. WHEN MAY I TERMINATE MY ACCOUNT IN THE PLAN?
You may terminate your account in the Plan at any time. Written notice of
your termination must be received by us (a) ten days prior to a dividend record
date if any full shares are to be sold, or (b) five days prior to a dividend
record date if a stock certificate for all full shares is to be issued, in order
for that dividend to be withdrawn from participation in the Plan. (See Question
22.) Notice of termination received after those dates will not be applicable to
that dividend, but will be applicable to the next following and succeeding
dividends. All dividends paid after timely receipt of a written notice of
termination will be sent directly to you at your address of record.
14
26. WHAT HAPPENS WHEN I SELL OR TRANSFER ALL SHARES REGISTERED IN MY NAME?
If you dispose of all shares of Common Stock registered in your name, we
will continue to reinvest dividends on the shares credited to your Plan account
unless you directly notify us in writing to do otherwise.
COST TO PARTICIPANTS
27. ARE THERE ANY EXPENSES TO ME IF I PARTICIPATE IN THE PLAN?
We will pay all expenses of the Plan incurred in the connection with
purchases under the Plan. However, if shares are purchased in the open market,
your share of any brokerage commissions paid by us will be taxed as dividend
income to you. (See Question 28.)
You pay all expenses, including brokerage commissions, incurred in
connection with the sale of full shares credited to your account under the Plan.
(See Question 23.)
In certain cases, charges may be incurred by you upon transfer of shares
credited to your Plan account. (See Questions 19 and 24.) In addition, duplicate
copies of statements or 1099's requested may be subject to a nominal fee.
OTHER INFORMATION
28. WHAT ARE THE FEDERAL INCOME TAX CONSEQUENCES OF PARTICIPATION IN THE PLAN?
You will be treated for federal income tax purposes as receiving dividend
income on each dividend payment date in the full amount of cash dividends then
payable with respect to your participating shares even though such amount is not
actually received by you in cash but is instead applied to the purchase of
Additional Common Stock. Also, if Additional Common Stock is purchased in the
open market, your share of any brokerage commissions paid by the Company will be
taxed as dividend income to you.
You will not have any taxable income for federal income purposes when you
receive certificates for whole shares credited to your account under the Plan.
However, you will realize gain or loss when whole shares acquired under the Plan
are sold or otherwise disposed of by you and when and if you receive a cash
payment for a fractional share credited to your account upon withdrawal from, or
termination of, the Plan. The amount of any such gain or loss will equal the
difference between the amount that you received for your shares or fractional
share and your tax basis.
The aggregate tax basis of shares acquired under the Plan will equal the sum
of (i) the amount of the cash dividend reinvested or the amount of the optional
cash payment, as the case may be, which was used to purchase the shares and
(ii) the amount of any applicable brokerage commission. We
15
believe you will be allowed to treat the shares as having a holding period
beginning on the day following the date the shares acquired under Plan were
credited to your account.
If you are subject to backup withholding tax on dividends, or a foreign
holder whose dividends are subject to United States income tax withholding, the
amount of the tax withheld will be deducted from the amount of the dividends and
only the reduced amount will be reinvested.
The total amount to be reported as dividend income will be shown on your
quarterly statement of account. This statement will also show your tax basis and
the date the shares acquired under the Plan were credited to your account. The
last statement of each calendar year should be retained for record purposes.
Pursuant to federal income tax regulations, if you sell any shares you will
be sent a Form 1099-B for each sale.
YOU SHOULD CONSULT WITH YOUR OWN TAX ADVISOR TO DETERMINE THE PARTICULAR TAX
CONSEQUENCES THAT MAY RESULT FROM YOUR PARTICIPATION IN THE PLAN AND YOUR
SUBSEQUENT DISPOSITION OF SHARES PURCHASED PURSUANT TO THE PLAN.
29. WHAT HAPPENS IF WE ISSUE A STOCK DIVIDEND OR DECLARE A STOCK SPLIT?
Any stock dividends or split shares distributed on shares credited to your
Plan account will be added to your account. Stock dividends or split shares
distributed on shares registered in your name will be mailed directly to you in
the same manner as to shareholders who are not participating in the Plan.
30. IF WE SELL ADDITIONAL SHARES OF COMMON STOCK THROUGH A RIGHTS OFFERING, HOW
WILL YOUR ENTITLEMENT BE COMPUTED?
In a rights offering, you will receive rights based upon the shares
registered in your name, and whole shares credited to your account under the
Plan.
31. HOW WILL MY SHARES BE VOTED AT MEETINGS OF SHAREHOLDERS?
If shares registered in your name are voted by you on any matter submitted
to a meeting of shareholders, the number of whole shares credited to your
account under the Plan will be added to the number of shares registered in your
name which are voted on such matter. If no shares are registered in your name,
shares credited to your account under the Plan will be voted by proxy in
accordance with your instructions given on a proxy form which will be furnished
to you.
16
If the proxy card or proxy form is not returned or if it is returned
unsigned, none of your shares will be voted unless you vote in person. If the
proxy card or proxy form is returned properly signed but no instructions are
received, all of your whole shares, those registered in your name, if any, and
those credited to your account under the Plan, will be voted in our discretion,
subject to any limitations imposed by the federal securities laws or NYSE rules,
the same as for nonparticipating shareholders who return proxies and do not
provide instructions.
32. WHAT KIND OF REPORTS WILL I RECEIVE?
You will continue to receive annual reports, proxy materials, quarterly
reports, and other information furnished by us to all shareholders and you will
receive a Prospectus containing certain information regarding the Plan. You will
also receive a fully detailed statement of your account shortly after each
quarterly dividend payment date. If you make an optional cash payment or are a
non-shareholder who is a Connecticut, Maine, Massachusetts or New York State
resident making an initial cash investment in a month other than a month in
which a dividend is paid you will receive a statement of your account shortly
after the optional cash payment or initial cash investment date.
33. MAY THE PLAN BE CHANGED OR DISCONTINUED?
We reserve the right to suspend, modify or terminate the Plan at any time.
Any such suspension, modification or termination will be announced to all
shareholders. Upon termination, a certificate will be issued to you for the full
shares in your account. Any fractional share will be converted to cash based on
the closing price of our Common Stock on the New York Stock Exchange on the
termination date and remitted to you.
34. WHO INTERPRETS AND REGULATES THE PLAN?
We reserve the right to interpret and regulate the Plan as deemed desirable
or necessary in connection with its operation.
35. WHAT ARE OUR RESPONSIBILITIES AND THOSE OF THE AGENT UNDER THE PLAN?
In administering the Plan, neither we nor the Agent will be liable to you
for any act done in good faith or for any good faith omission to act, including,
without limitation, any claim of liability arising out of failure to terminate
your account upon your death prior to receipt of notice in writing of your
death. YOU SHOULD RECOGNIZE THAT NEITHER WE NOR THE AGENT CAN ASSURE YOU OF A
PROFIT OR PROTECT YOU AGAINST A LOSS ON THE SHARES PURCHASED OR SOLD BY YOU
UNDER THE PLAN.
17
36. TO WHOM MAY I DIRECT ADDITIONAL QUESTIONS REGARDING THE PLAN?
We will answer inquiries from our shareholders and interested Connecticut,
Maine, Massachusetts and New York State residents in connection with the Plan.
Written inquiries should be directed to Energy East Corporation, Attention:
Shareholder Services, P.O. Box 3200, Ithaca, New York 14852-3200. You may also
make telephone inquiries by using the following toll-free telephone number which
is available on regular business days between 8:00 A.M. and 4:30 P.M. Eastern
Time: 1-800-225-5643.
APPLICATION OF PROCEEDS
Unless shares of Additional Common Stock are purchased directly from us, we
will receive no proceeds from the offering of Additional Common Stock through
the Plan. To the extent that any shares of Additional Common Stock are purchased
directly from us, we intend to use the proceeds from the issuance of such shares
for general corporate purposes.
DESCRIPTION OF COMMON STOCK
The following statements with respect to our Common Stock, par value $.01
per share, and Preferred Stock, par value $.01 per share, are summaries of
certain provisions of our Restated Certificate of Incorporation, as amended
("Charter") setting forth the designations, preferences, privileges and voting
powers of such stock and their restrictions or qualifications. The statements
are summaries and we refer you to the Charter for the full provisions.
GENERAL. Our Charter provides that, to the extent permitted by the Business
Corporation Law of the State of New York and our Charter, our Board of Directors
is authorized, at any time or from time to time, to establish and designate one
or more series of our Preferred Stock and to fix the number of shares and the
relative rights, preferences and limitations of each such series.
DIVIDENDS. Subject to any prior rights of our Preferred Stock, if any should
become outstanding, dividends on our Common Stock will be paid if, when and as
determined by our Board of Directors from time to time out of funds legally
available for that purpose.
VOTING RIGHTS. Holders of our Common Stock are entitled to one vote for each
share held by them on all matters submitted to our stockholders and are entitled
to cumulative voting in the election of directors. Our Charter provides for the
adoption of a plan of merger or consolidation by the affirmative vote of
stockholders entitled to cast a majority of the votes entitled to be cast. Our
Charter and By-Laws require the affirmative vote of the stockholders entitled to
cast two-thirds of the votes entitled to be cast in order for stockholders to
alter, amend, repeal, or adopt any provision inconsistent with, certain
specified provisions of our By-Laws. Our Board of Directors is divided into
three classes serving staggered three year terms.
18
LIQUIDATION. In the event of any liquidation, dissolution or winding up,
either voluntary or involuntary, after payment or provision for payment shall
have been made of the amounts to which the holders of our Preferred Stock shall
be entitled under the provisions of any series of our Preferred Stock
established by the Board of Directors, the holders of our Common Stock will be
entitled, to the exclusion of the holders of our Preferred Stock of any series,
to share ratably, according to the number of shares held by them, in all
remaining assets of ours available for distribution.
PREEMPTIVE AND OTHER RIGHTS. The holders of our capital stock are not
entitled to any preemptive rights to subscribe for or purchase any part of any
issue, sale or offering of any shares of ours of any class or series, now or
hereafter authorized, or of any options, warrants or rights to subscribe for or
purchase any such shares, or of any securities convertible into, exchangeable
for, or carrying options, warrants or rights to subscribe for or purchase, any
such shares regardless of whether such issue, sale or offering is for cash,
property, services or otherwise. Our Common Stock is not subject to redemption
or to any further calls or assessments and is not entitled to the benefit of any
sinking fund provisions. The shares of our Common Stock to be issued in
connection with the Plan when issued will be fully paid and non-assessable.
LISTING. Our Common Stock is listed on the New York Stock Exchange.
TRANSFER AGENT AND REGISTRAR. The Transfer Agent and Registrar for our
Common Stock is Mellon Investor Services, P.O. Box 3315, South Hackensack, New
Jersey 07606-1915.
EXPERTS
The consolidated financial statements of Energy East incorporated in this
prospectus by reference to Energy East's Annual Report on Form 10-K for the year
ended December 31, 2001 have been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in auditing and accounting.
LEGAL OPINION
The validity of the Common Stock issued hereby will be passed upon for us by
Huber Lawrence & Abell, New York, New York. As of October 11, 2002, members of
Huber Lawrence & Abell owned 6,128 shares of our Common Stock.
19
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Business Corporation Law of the State of New York ("BCL") provides that
if a derivative action is brought against a director or officer, we may
indemnify him against amounts paid in settlement and reasonable expenses,
including attorneys' fees incurred by him in connection with the defense or
settlement of such action, if such director or officer acted in good faith for a
purpose which he reasonably believed to be in our best interests, except that no
indemnification shall be made without court approval in respect of a threatened
action, or a pending action settled or otherwise disposed of, or in respect of
any matter as to which such director or officer has been found liable to us. In
a nonderivative action or threatened action, the BCL provides that we may
indemnify a director or officer against judgments, fines, amounts paid in
settlement and reasonable expenses, including attorneys' fees incurred by him in
defending such action if such director or officer acted in good faith for a
purpose which he reasonably believed to be in our best interests.
Under the BCL, a director or officer who is successful, either in a
derivative or nonderivative action, is entitled to indemnification as outlined
above. Under any other circumstances, such director or officer may be
indemnified only if certain conditions specified in the BCL are met. The
indemnification provisions of the BCL are not exclusive of any other rights to
which a director or officer seeking indemnification may be entitled pursuant to
the provisions of the certificate of incorporation or the by-laws of a
corporation or, when authorized by such certificate of incorporation or by-laws,
pursuant to a shareholders' resolution, a directors' resolution or an agreement
providing for such indemnification.
The above is a general summary of certain provisions of the BCL and is
subject, in all cases, to the specific and detailed provisions of Sections
721-725 of the BCL.
Our By-Laws provide that to the extent not prohibited by law, we shall
indemnify each person made, or threatened to be made, a party to any civil or
criminal action or proceeding by reason of the fact that he, or his testator or
intestate (i) is or was our director or officer or (ii) is or was serving any
other corporation of any type or kind, domestic or foreign, or any partnership,
joint venture, trust, employee benefit plan or other enterprise, in any capacity
at our request.
Our By-Laws also provide, among other things, that:
(1) no indemnification shall be made to or on behalf of any director or
officer, if a judgment or other final adjudication adverse to the director
or officer establishes that his acts were committed in bad faith or were the
result of active and deliberate dishonesty and were material to the cause of
action so adjudicated, or that he personally gained in fact a financial
profit or other advantage to which he was not legally entitled;
(2) the rights to indemnification and advancement of defense expenses
granted by or pursuant to the By-Laws shall not limit or exclude, but shall
be in addition to, any other rights
20
which may be granted by or pursuant to any statute, certificate of
incorporation, by-law, resolution or agreement; and
(3) we may, with the approval of the Board of Directors, enter into an
agreement with any person who is, or is about to become, a director or
officer of ours, or who is serving, or is about to serve, at our request, as
a director, officer, or in any other capacity, any other corporation of any
type or kind, domestic or foreign, or any partnership, joint venture, trust,
employee benefit plan or other enterprise, which agreement may provide for
indemnification of such person and advancement of defense expenses to such
person upon such terms, and to the extent, not prohibited by law.
We have insurance policies indemnifying our directors and officers against
certain obligations that may be incurred by them, subject to certain retention
and co-insurance provisions.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers or persons controlling us
pursuant to the foregoing provisions, we have been informed that in the opinion
of the Securities and Exchange Commission such indemnification is against public
policy as expressed in such Act and is therefore unenforceable.
21
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NO 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 MADE BY THIS PROSPECTUS AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE
MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE AN IMPLICATION THAT THERE
HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER OR SOLICITATION BY ANYONE IN ANY STATE
IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON
MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANYONE TO WHOM
IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
-------------------
TABLE OF CONTENTS
PAGE
--------
Available Information............... 2
Incorporation by Reference.......... 2
Energy East Corporation............. 3
Recent Amendments to the Plan....... 5
Description of the Plan............. 5
Application of Proceeds............. 18
Description of Common Stock......... 18
Experts............................. 19
Legal Opinion....................... 19
Indemnification of Directors and
Officers.......................... 20
ENERGY EAST
CORPORATION
COMMON STOCK
($.01 PAR VALUE)
DIVIDEND REINVESTMENT
AND
STOCK PURCHASE PLAN
PROSPECTUS
DATED , 2002
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 16. EXHIBITS
See Exhibit Index.
ITEM 17. ADDITIONAL UNDERTAKING
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the registrant's certificate of incorporation, by-laws,
the New York Business Corporation Law, 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 Securities Act of
1933 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 Securities
Act of 1933 and will be governed by the final adjudication of such issue.
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 Post-Effective
Amendment No. 3 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on the 22nd day of October, 2002.
ENERGY EAST CORPORATION
By /s/ WESLEY W. VON SCHACK*
------------------------------------------------
CHAIRMAN
Pursuant to the requirements of the Securities Act of 1933, the
Post-Effective Amendment No. 3 to the Registration Statement has been signed
below by the following persons in the capacities indicated on the 22nd day of
October, 2002.
NAME TITLE
---- -----
PRINCIPAL EXECUTIVE OFFICER:
/s/ WESLEY W. VON SCHACK* Chairman and Director
------------------------------------
Wesley W. von Schack
PRINCIPAL FINANCIAL OFFICER:
/s/ KENNETH M. JASINSKI* Executive Vice President and Chief Financial Officer
------------------------------------
Kenneth M. Jasinski
NAME TITLE
---- -----
PRINCIPAL ACCOUNTING OFFICER:
/s/ ROBERT E. RUDE* Vice President and Controller
------------------------------------
Robert E. Rude
/s/ RICHARD AURELIO* Director
------------------------------------
Richard Aurelio
/s/ JAMES A. CARRIGG* Director
------------------------------------
James A. Carrigg
/s/ JOSEPH J. CASTIGLIA* Director
------------------------------------
Joseph J. Castiglia
/s/ LOIS B. DEFLEUR* Director
------------------------------------
Lois B. DeFleur
/s/ G. JEAN HOWARD* Director
------------------------------------
G. Jean Howard
/s/ DAVID M. JAGGER* Director
------------------------------------
David M. Jagger
/s/ JOHN M. KEELER* Director
------------------------------------
John M. Keeler
/s/ BEN E. LYNCH* Director
------------------------------------
Ben E. Lynch
/s/ PETER J. MOYNIHAN* Director
------------------------------------
Peter J. Moynihan
/s/ WALTER G. RICH* Director
------------------------------------
Walter G. Rich
*By: /s/ TARAS G. BORKOWSKY
-------------------------------
(TARAS G. BORKOWSKY,
ATTORNEY-IN-FACT)
EXHIBIT INDEX
EXHIBIT NO.
-----------
*4-1 Restated Certificate of Incorporation of the Registrant
pursuant to Section 807 of the Business Corporation Law
filed in the Office of the Secretary of State of the State
of New York on April 23, 1998. (Filed in Post-Effective
Amendment No. 1 to Registration No. 033-54155 as
Exhibit 4-1.)
*4-2 Certificate of Amendment of the Certificate of Incorporation
of the Registrant filed in the Office of the Secretary of
State of the State of New York on April 26, 1999. (Filed in
the Registrant's 10-Q for the quarter ended March 31, 1999
as Exhibit 3-3--File No. 1-14766.)
*4-3 By-Laws of the Registrant as amended April 12, 2001. (Filed
in the Registrant's 10-Q for the quarter ended March 31,
2001 as Exhibit 3-4--File No. 1-14766).
5 Opinion of Huber Lawrence & Abell with respect to the
legality of the securities registered hereunder.
23-1 Consent of PricewaterhouseCoopers LLP.
23-2 Consent of Huber Lawrence & Abell. (Included in opinion
filed as Exhibit No. 5).
24-1 Powers of Attorney of Directors and Officers.
24-2 Power of Attorney of Registrant.
------------------------
* Incorporated by reference.