NO. 33-________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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CONNECTICUT ENERGY CORPORATION
(Exact name of issuer as specified in its charter)
CONNECTICUT 06-0869582
(State or other jurisdiction of incorporation) (I.R.S. Employer Identification
No.)
855 MAIN STREET
BRIDGEPORT, CONNECTICUT 06604
(Address of Principal Executive Offices) (Zip Code)
THE SOUTHERN CONNECTICUT GAS COMPANY TARGET PLAN
(Full title of the Plan)
Samuel W. Bowlby, Esquire
Connecticut Energy Corporation
855 Main Street
Bridgeport, Connecticut 06604
(Name and Address of Agent for Service)
(203) 382-8111
(Telephone number, including area code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
Title of Proposed Proposed
Securities Maximum Maximum
to be Amount to be Offering Price Aggregate Amount of
Registered Registered Per Share* Price* Registration Fee
Common Stock,
Par Value $1.00
Per Share 1,000,000 shares N/A $37.66 $10,469
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plans described herein.
* Estimated for purposes of calculation of the registration fee pursuant to Rule
457(c) and based upon an average of the high and low prices that the Common
Stock of Connecticut Energy Corporation was sold for on the New York Stock
Exchange on August 17, 1999.
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This Registration Statement shall become effective in accordance with
the provisions of Section 8(a) of the Securities Act of 1933 and Rule 462
promulgated thereunder.
PART I.
Information Required in the Registration Statement
ITEM 1.
Pursuant to General Instruction E of Form S-8, the Registrant is hereby
registering an additional 1,000,000 shares of Common Stock, par value $1/share
relative to The Southern Connecticut Gas Company Target Plan, or its predecessor
plan(s) on File No. 33-39245, together with Post-Effective Amendments Nos. 1 and
2 to File No. 33-39245, (the "Plan"). In connection with such registration, the
Plan is hereby incorporated by reference into this Registration Statement for
the purpose of registering such additional securities of the same class.
ITEM 2. EXHIBITS
5. The opinion of Tyler Cooper & Alcorn, dated July 27, 1999, with
respect to the legality of the issuance of Common Stock being offered pursuant
hereto.
23.1 Consent of PricewaterhouseCoopers LLP dated August 17,1999.
23.2 Consent of Tyler Cooper & Alcorn (incorporated by reference to
Exhibit 5. to this Registration Statement)
24. Manually signed copies of Powers of Attorney authorizing the signing
of the Registration Statement and amendments hereto on behalf of the Company's
directors and officers.
SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities Act, the
registrant 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 Bridgeport, State of Connecticut, on the 19th day of
August, 1999.
CONNECTICUT ENERGY CORPORATION
(Registrant)
By /s/ Carol A. Forest
Carol A. Forest
Its duly authorized Vice President,
Finance, CFO and Assistant Secretary
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
_*_________________ Chairman, President, Chief August 19, 1999
J. R. Crespo* Executive Officer and Director
(Principal Executive Officer)
_*__________________ Vice President, Finance August 19, 1999
Carol A. Forest* and Chief Financial Officer
(Principal Financial and
Accounting Officer)
_*__________________ Director August 19, 1999
Henry Chauncey, Jr.*
_*___________________ Director August 19, 1999
James P. Comer, M.D.*
_*___________________ Director August 19, 1999
Richard F. Freeman*
_*___________________ Director August 19, 1999
Richard M. Hoyt*
_*___________________ Director August 19, 1999
Newman M. Marsilius*
_*___________________ Director August 19, 1999
Samuel M. Sugden*
_*___________________ Director August 19, 1999
Christopher D. Turner*
*By /s/ Carol A. Forest
Carol A. Forest, as Attorney-in-Fact
THE PLAN. Pursuant to the requirements of the Securities Act of 1933,
the Trustee of the Plan 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, as of August 10, 1999.
MERRILL LYNCH
as Trustee of
The Southern Connecticut Gas Company Target Plan
By /s/ Keith Morgan Its Vice President