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As filed with the Securities and Exchange Commission on January 27, 1995
Registration No. 33-
______________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-1004
__________________
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
__________________
COMMONWEALTH ENERGY SYSTEM
(Exact name of registrant as specified in its charter)
MASSACHUSETTS 04-1662010
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
ONE MAIN STREET
CAMBRIDGE, MASSACHUSETTS 02142-9150
(Address of principal executive offices) (Zip Code)
__________________
Employees Savings Plan of
Commonwealth Energy System and Subsidiary Companies
(Full title of Plan)
James D. Rappoli, Financial Vice President and Treasurer
One Main Street, Cambridge, Massachusetts, 02142-9150
(Name and address of agent for service)
617-225-4300
(Registrant's telephone number, including area code of agent for service)
__________________
CALCULATION OF REGISTRATION FEE
______________________________________________________________________________
Proposed Proposed
Maximum Maximum Amount
Amount Offering Aggregate Of
Title Of Securities To Be Price Per Offering Registration
To Be Registered Registered Share (1)(2) Price (2) Fee
______________________________________________________________________________
Common Shares of
Beneficial Interest
$4 Par Value,
of Commonwealth 500,000
Energy System Shares $37.50 $18,750,000 $6,465.56
(1) This amount represents the average between the high and low market price
per Common Share on January 23, 1995 (which date is within five (5)
business days of the filing hereof), as reported on the New York Stock
Exchange composite transactions tape.
(2) Estimated solely for the purpose of calculating the registration fee.
__________________
This Registration Statement relates to 500,000 Common Shares of the System to
be registered pursuant to this Registration Statement and, in addition,
pursuant to Rule 429(a) under the Securities Act of 1933, to the 22,835 unsold
Common Shares of the System registered under Registration Statement
No. 33-28435. In addition, pursuant to Rule 416(c), this Registration
Statement also covers an indeterminate amount of participations to be offered
or sold pursuant to the employee benefit plan described herein.
This Registration Statement shall become effective in accordance with Section
8(a) of the Securities Act of 1933 and Rule 462 thereunder.
The Exhibit Index is on page 11 of this report.
______________________________________________________________________________
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by Commonwealth Energy System ("System" or
"the Registrant") (Commission File No. 1-7316) with the Securities and
Exchange Commission (SEC) are incorporated herein by reference and made a part
hereof:
1. the System's Annual Report on Form 10-K for the year ended December
31, 1993 (which included the System's 1994 Proxy Statement and 1993
Financial Information as Exhibit 1) and the Employees Savings Plan of
Commonwealth Energy System and Subsidiary Companies (the Plan) 1993
Annual Report on Form 11-K filed under cover of Form 10-K/A Amendment
No. 1;
2. the System's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1994, June 30, 1994 and September 30, 1994; and
3. the description of the System's Common Shares of Beneficial Interest,
$4 Par Value, contained in the System's Form S-3 Registration State-
ment (Registration No. 33-55593) dated September 23, 1994 filed
pursuant to Section 12 of the Securities Exchange Act of 1934.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c),
14, or 15(d) of the Securities Exchange Act of 1934 subsequent to the date of
this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered hereunder have been sold
or which deregisters all securities then remaining unsold shall also be deemed
to be incorporated by reference herein and to be a part hereof from the date
of filing of such documents.
Item 4. Description of Securities
Not Applicable
Item 5. Interests of Named Experts and Counsel
Experts
The consolidated financial statements and schedules of Commonwealth
Energy System and subsidiary companies for the year ended December 31, 1993
incorporated by reference in this registration statement have been audited by
Arthur Andersen LLP, independent public accountants, as indicated in their
reports with respect thereto, and are included herein in reliance upon the
authority of said firm as experts in accounting and auditing in giving said
reports.
Legal Opinions
The validity of the Plan and of the Common Shares of the System has been
passed upon by one or both of Messrs. Michael P. Sullivan, Vice President,
Secretary and General Counsel and Richard J. Morrison, Assistant General
Counsel and Assistant Secretary of the System, One Main Street, P.O. Box 9150,
Cambridge, MA 02142-9150. As of January 1, 1995, Mr. Sullivan was the
beneficial owner of 2,067 Common Shares of the System.
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Item 6. Indemnification of Directors and Officers
Each trustee, officer, agent or representative is entitled to reimburse-
ment or indemnification against any and all loss, costs, expense and liability
incurred or to be incurred by him or her in good faith in the execution of his
or her duties. Each present and future trustee, officer, agent or representa-
tive is entitled to reimbursement or indemnification by the System for or
against all expenses reasonably incurred or imposed by him or her in connec-
tion with, or arising out of, any action, suit or proceeding in which he or
she may be involved by reason of his or her being or having been a trustee,
officer, agent or representative of the System, where disposition of such
action, suit or proceeding is made in favor of such trustee, officer, agent or
representative; provided that no reimbursement shall be made until such time
has elapsed that appeal can no longer be taken and that, in the judgement of
the trustees, such action, suit or proceeding will not be recommended.
No trustee, officer, agent or representative of the System shall be
liable for any act, omission, step or conduct taken or had in good faith which
is required, authorized or approved by any order or orders issued pursuant to
the Public Utility Holding Company Act of 1935, the Federal Power Act or any
state statute regulating the System or its subsidiaries. The provisions
hereof shall be brought to the attention of any court and, if found by the
court not to constitute a valid defense on the grounds of not being applicable
to the particular class of plaintiff, each such trustee, officer, agent or
representative shall be reimbursed for, or indemnified against, all expenses
and liabilities incurred by him or her or imposed on him or her, in connection
with, or arising out of, any such action, suit or proceeding based on any act,
omission, step or conduct taken or had in good faith, and such expenses and
liabilities shall include, but shall not be limited to, judgements, court
costs and attorneys' fees.
The foregoing rights shall not be exclusive of any other rights to which
any trustee, officer, agent or representative might otherwise be entitled.
The above is a summary of certain provisions of the System's Declaration
of Trust, as amended, relating to indemnification of trustees and officers of
the System.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to trustees, officers or persons controlling the
Registrant pursuant to the foregoing provisions, the Registrant has been
informed that in the opinion of the SEC such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable.
Item 7. Exemption from Registration Claimed
Not Applicable
Item 8. Exhibits
Exhibit 4. Instruments defining the rights of security-holders, including
indentures.
Commonwealth Energy System:
Filed herein by reference:
The Declaration of Trust of Commonwealth Energy System dated December
31, 1926, as amended by vote of the shareholders and trustees on May 5,
1994 has been filed by the Registrant with the SEC as Exhibit 1 to the
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Form S-3 Registration Statement dated September 23, 1994 (Registration
No. 33-55593) and is incorporated herein by reference thereto.
Filed herein by reference:
Note Agreement ($40 Million Privately Placed Senior Notes) dated June
28, 1989 between the System and several insurance companies has been
filed by the Registrant with the SEC as Exhibit 1 to the September 1989
Quarterly Report on Form 10-Q (File No. 1-7316) and is incorporated
herein by reference thereto.
Filed herewith as Exhibit 6:
Term Loan Agreement between the System and The First National Bank of
Boston dated November 24, 1993.
Subsidiary Companies of the Registrant:
Filed herein by reference:
The Indenture of Trust between Cambridge Electric Light Company and
State Street Bank and Trust Company is incorporated herein by reference
thereto:
4(b)(2) Indenture or Supplemental
Exhibit Reference
File Exhibit
Indenture of Trust Dated Form Date No. Number
Original Indenture Apr. 1949 S-1 2-7909 7(a)
Third Supplemental June 1967 10-K 1984 2-7909 1
Fourth Supplemental June 1972 10-K 1984 2-7909 2
Sixth Supplemental Apr. 1989 10-Q Jun.1989 2-7909 1
Seventh Supplemental Mar. 1992 10-Q Jun.1992 2-7909 1
Filed herein by reference:
The Indenture of Trust between Commonwealth Gas Company and State
Street Bank and Trust Company is incorporated herein by reference
thereto:
4(b)(3) Indenture or Supplemental
Exhibit Reference
File Exhibit
Indenture of Trust Dated Form Date No. Number
Original Indenture Feb. 1949 S-1 2-7820 7(a)
Sixteenth Supplemental Oct. 1986 10-K 1986 2-1647 1
Seventeenth Supplemental Dec. 1990 10-K 1990 2-1647 2
Eighteenth Supplemental Dec. 1993 10-Q Mar. 1994 2-1647 1
Filed herein by reference:
The Indenture of Trust and First Mortgage or Supplemental Indenture of
Trust and First Mortgage for Canal Electric Company are incorporated
herein by reference thereto:
Exhibit Reference
File Exhibit
No. Number
4.2.1 Indenture of Trust and First Mortgage dated
as of October 1, 1968 with State Street Bank
and Trust Company, Trustee, has been filed
on Form S-1. 2-30057 4(b)
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Exhibit Reference
File Exhibit
No. Number
4.2.2 First and General Mortgage Indenture dated as
of September 1, 1976, with Citibank, N.A.,
Trustee, has been filed on Form S-1. 2-56915 4(b)2
4.2.3 First Supplemental Indenture dated as of
September 1, 1976, to Indenture of Trust and
First Mortgage dated as of October 1, 1968
with State Street Bank and Trust Company,
Trustee, has been filed on Form S-1. 2-56915 4(b)3
4.2.4 Third Supplemental Indenture dated as of
December 1, 1990, to the First and General
Mortgage Indenture dated as of September 1,
1976 with Citibank, N.A., Trustee, has been
filed in the 1990 Form 10-K. 2-30057 3
4.2.5 Fourth Supplemental Indenture dated as of
December 1, 1990, to the First and General
Mortgage Indenture dated as of September 1,
1976 with Citibank, N.A., Trustee, has been
filed in the 1990 Form 10-K. 2-30057 4
Exhibit 5. Opinion regarding legality.
Filed herewith as Exhibit 4:
Opinion of Michael P. Sullivan, Vice President, Secretary and General
Counsel of the System.
Exhibit 10. Material agreements.
Filed herein by reference:
10.3.2 Employees Savings Plan of Commonwealth Energy System and
Subsidiary Companies as amended and restated January 1, 1993
(Exhibit 2 to System Form 10-Q (September 1993), File No. 1-
7316).
Filed herewith as Exhibit 1:
10.3.2.1 First Amendment to the Employees Savings Plan of Commonwealth
Energy System and Subsidiary Companies, as amended and restat-
ed as of January 1, 1993, Effective October 1, 1994.
Exhibit 15. Letter regarding unaudited interim financial information.
Not applicable.
Exhibit 23. Consents of experts and counsel.
Filed herewith:
- Consent of Independent Public Accountants is filed herewith as
Exhibit 3 to this Registration Statement.
- Consent of Counsel is contained in Exhibit 4 to this Registration
Statement.
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Exhibit 24. Power of attorney.
Filed herewith as Exhibit 5:
Authorization of Trustees for designated persons, as Attorney-in-Fact,
to execute any amendment or amendments to this Registration Statement.
Exhibit 27. Financial Data Schedule.
Not applicable.
Exhibit 28. Information from reports furnished to state insurance
regulatory authorities.
Not applicable.
Exhibit 99. Additional exhibits.
Filed herein by reference:
The Trust Agreement dated January 1, 1989 between Vanguard Fiduciary
Trust Company and Commonwealth Energy System (Exhibit 2 to System Form
S-8 Registration Statement, dated May 21, 1989, Commission File No.
33-28435).
Filed herewith as Exhibit 2:
An Amendment dated January 1, 1993 to the Trust Agreement dated January
1, 1989 between Vanguard Fiduciary Trust Company and Commonwealth
Energy System.
Item 9. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) to include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information
set forth in the Registration Statement;
(iii) to include any material information with respect to the plan
of distribution not previously disclosed in the Registration
Statement or any material change to such information in the Regis-
tration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above
do not apply if the Registration Statement is on Form S-3 or Form
S-8, and the information required to be included in a post-effec-
tive amendment by those paragraphs is contained in periodic reports
filed by the registrant pursuant to section 13 or section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
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(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securi-
ties offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the Plan.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each
filing of the Registrant's Annual Report pursuant to section 13(a) or
section 15(d) of the Securities Exchange Act of 1934 (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 securi-
ties offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securi-
ties Act of 1933 may be permitted to trustees, officers and control-
ling persons of the Registrant pursuant to the foregoing provisions,
or otherwise, the registrant has been advised that in the opinion of
the SEC 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 trustee, officer
or controlling person of the Registrant in the successful defense of
any action, suit or proceeding) is asserted by such trustee, officer
or controlling person in connection with the securities being regis-
tered, 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the members
of the Savings Plan Board designated to act under the Employees Savings Plan
and Trust of Commonwealth Energy System and Subsidiary Companies have duly
signed this Registration Statement in the City of Cambridge and the Common-
wealth of Massachusetts on this 26th day of January, 1995.
THE SAVINGS PLAN BOARD:
WILLIAM G. POIST
William G. Poist
JAMES D. RAPPOLI
James D. Rappoli
MICHAEL P. SULLIVAN
Michael P. Sullivan
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Commonwealth
Energy System, a Massachusetts Trust, certifies that it has reasonable grounds
to believe that it meets all of the requirements for filing on Form S-8 and
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Cambridge, Commonwealth
of Massachusetts, on the dates indicated.
COMMONWEALTH ENERGY SYSTEM
BY WILLIAM G. POIST
William G. Poist, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Registra-
tion Statement has been signed below by the following persons in the capaci-
ties and on the dates indicated. Moreover, the undersigned hereby also
certify that to the best of their knowledge and belief Commonwealth Energy
System also meets all of the requirements for filing on Form S-8.
(i) Principal Executive Officer:
WILLIAM G. POIST January 26, 1995
William G. Poist,
President and Chief Executive Officer
(ii) Principal Financial Officer:
JAMES D. RAPPOLI January 26, 1995
James D. Rappoli,
Financial Vice President and Treasurer
(iii) Principal Accounting Officer:
JOHN A. WHALEN January 26, 1995
John A. Whalen,
Comptroller
(iv) A Majority of the Board of Trustees:
SINCLAIR WEEKS, JR. January 26, 1995
Sinclair Weeks, Jr., Chairman of
the Board
SHELDON A. BUCKLER January 26, 1995
Sheldon A. Buckler, Trustee
P. H. CRESSY January 26, 1995
Peter H. Cressy, Trustee
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SIGNATURES
(Continued)
HENRY DORMITZER January 26, 1995
Henry Dormitzer, Trustee
B. L. FRANCIS January 26, 1995
Betty L. Francis, Trustee
FRANKLIN M. HUNDLEY January 26, 1995
Franklin M. Hundley, Trustee
WILLIAM J. O'BRIEN January 26, 1995
William J. O'Brien, Trustee
WILLIAM G. POIST January 26, 1995
William G. Poist, Trustee
G. L. WILSON January 26, 1995
Gerald L. Wilson, Trustee
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EXHIBIT INDEX
Reference in
Number Registration Statement
in SEC
Exhibit Exhibit
Table Description Number
4 Instruments defining the rights of security-
holders, including indentures....................... *
4 Term Loan Agreement between the System and The First
National Bank of Boston dated November 24, 1993..... 6
5 Opinion of Counsel, including Consent............... 4
10 Plan Document for the Employees Savings Plan of
Commonwealth Energy System and Subsidiary Companies
Companies, as amended and restated January 1, 1993.. *
10 First Amendment to the Employees Savings Plan of
Commonwealth Energy System and Subsidiary
Companies, as amended and restated as of
January 1, 1993, effective October 1, 1994.......... 1
23 Consent of Independent Public Accountants........... 3
24 Authorization for Attorney-in-Fact to execute
amendments to the Registration Statement............ 5
99 The Trust Agreement dated January 1, 1989
between Vanguard Fiduciary Trust Company and
Commonwealth Energy System.......................... *
99 Amendment dated January 1, 1993 to the Trust
Agreement dated January 1, 1989 between Vanguard
Fiduciary Trust Company and Commonwealth
Energy System....................................... 2
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* Incorporated herein by reference at pages 3 through 6.