November 4, 1994
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Yankee Energy System, Inc. Form S-3
Ladies and Gentlemen:
We are filing today by electronic EDGAR transmission Yankee
Energy System, Inc.'s Form S-3 with exhibits.
Please call the undersigned at 203-639-4405 if you have any
questions.
Very truly yours,
/s/Mary J. Healey
Secretary and
Assistant General Counsel
As filed with the Securities and Exchange Commission on
November 4, 1994 Registration No. ________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
Registration Statement
UNDER
THE SECURITIES ACT OF 1933
Yankee Energy System, Inc.
(Exact name of registrant as specified in its charter)
Connecticut 06-1236430
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
599 Research Parkway
Meriden, Connecticut 06450-1030
(203) 639-4000
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
MARY J. HEALEY, ESQ.
Secretary and Assistant General Counsel
599 Research Parkway
Meriden, CT 06450-1030
(203) 639-4000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Please address a copy of all communications to:
SCOTT L. MURPHY, ESQ.
Shipman & Goodwin
One American Row
Hartford, CT 06103-2819
(203) 251-5000
Approximate date of commencement of proposed sale to the public:
As soon as possible after the effective date of this registration
statement.
If the only securities being registered on this Form are being
offered pursuant to a 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 interest or reinvestment plans,
check the following box. -X-
CALCULATION OF REGISTRATION FEE
Title of Each Proposed Proposed Maximum
Class of Securities Amount Maximum Aggregate
to be Registered to be Offering Price Offering
Registered Registered per Share Price
Common Stock,
Par Value $5.00 (1) 1,200,000 $22.50(2) $27,000,000(2)
Amount of Registration Fee
$9,311
(1) The Registration Statement also pertains to Rights to
purchase one share of Common Stock of the Registrant (the
"Rights"). Until the occurrence of certain prescribed events,
the Rights are not exercisable, are evidenced by the certificates
for Yankee Energy System, Inc. Common Stock and will be
transferred only with such securities.
(2) Estimated pursuant to Rule 457(c) solely for the purpose of
calculating the registration fee on the basis of the average of
the high and low prices of the Registrant's common stock on the
New York Stock Exchange Composite Tape on October 31, 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.
YANKEE ENERGY SYSTEM, INC.
CROSS REFERENCE SHEET
Between Items in Part I of Form S-3 and Prospectus
Item Number and Caption Location in Prospectus
1. Forepart of the Registration
Statement and Outside Front
Cover Page of Prospectus Outside Front Cover
2. Inside Front and Outside Back Available Information;
Cover of Prospectus Documents Incorporated
by Reference; Table
of Contents
3. Summary Information, Risk
Factors and Ratio of Earnings Documents Incorporated by
to Fixed Charges Reference
4. Use of Proceeds Use of Proceeds
5. Determination of Offering Price *
6. Dilution *
7. Selling Security Holders *
8. Plan of Distribution Shareholder Investment
Plan
9. Description of Securities to be Documents Incorporated by
Registered Reference
10. Interests of Named Experts Legal Matters, Experts
and Counsel
11. Material Changes *
12. Incorporation of Certain Documents Incorporated by
Information by Reference Reference
13. Disclosure of Commission
Position on Indemnification for
Securities Act Liabilities *
________________
* Not applicable
PROSPECTUS
Yankee Energy System, Inc.
Common Stock, Par Value $5.00 (the "Shares") to be offered for
purchase under the
Shareholder Investment Plan
Yankee Energy System, Inc. ("Yankee Energy" or the
"Company") hereby offers participation in its Shareholder
Investment Plan (the "Plan"). The Plan is designed to provide
investors with a variety of services related to their investment
in Yankee Energy. Under the Plan eligible investors may:
- - - - Automatically reinvest cash dividends on Shares registered
in their name (Dividend Reinvestment Option).
- - - - Invest in additional Shares by making voluntary cash
payments at any time up to a maximum of $10,000 per month.
In addition, members of a registered shareholder's family
are eligible to make initial investments in the Company
(Voluntary Cash Investment Option).
- - - - Sell Shares held in the Plan for a nominal fee (holders of
fewer than 100 shares can sell all their Shares with no fee)
(Share Sale Option).
- - - - Donate Shares to a charitable organization selected by the
shareholder (Charity Donation Option).
- - - - Deposit Share certificates for safekeeping at no charge
(Share Safekeeping Option).
Shares may be purchased pursuant to the Plan in the open market,
in privately negotiated transactions or from the Company from
authorized but previously unissued Shares. At present, it is
expected that Shares will be purchased from the Company. The
price of any Shares purchased from the Company will be the
average of the high and low sales prices of the Shares as
reported on the New York Stock Exchange Composite Tape on the
relevant Investment Date (as defined in the Plan). In the event
Shares are purchased in the open market or by negotiated
transactions, the purchase price will be the weighted average
price paid by the Plan Administrator (as defined in the Plan) for
all such Shares purchased with respect to a particular Investment
Date. The closing price of the Shares on October 31, 1994, as
shown on the New York Stock Exchange Composite Tape, was $22.375
per share. Shares will be credited to participant accounts at
the average price per share of all Shares purchased with respect
to the relevant Investment Date. See "Shareholder Investment
Plan - Purchases of Shares." Participants pay a nominal $1.50
service charge but no brokerage commissions on each purchase of
Shares under the Plan. Shares sold pursuant to the Plan will be
sold in the open market and will not be offset against purchases
made pursuant to the Plan.
1
This Prospectus relates to 1,200,000 Shares to be offered
for purchase under the Plan.
To the extent required by applicable law in certain
jurisdictions, Shares offered under the Plan to persons not
presently shareholders of Yankee Energy are offered through
InvestNet Corporation.
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.
The date of this Prospectus is _________, 1994.
2
AVAILABLE INFORMATION
Yankee Energy is subject to the informational requirements
of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and in accordance therewith files reports and other
information with the Securities and Exchange Commission (the
"Commission"). Reports, proxy statements and other information
filed by Yankee Energy with the Commission can be inspected and
copied at the public reference facilities maintained by the
Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C.
20549 or at its Regional Offices located at Northwestern Atrium
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661 and 7 World Trade Center, Suite 1300, New York, New York
10048. Copies of such material can be obtained from the Public
Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates. Such material can
also be inspected at the offices of the New York Stock Exchange,
Inc., 20 Broad Street, New York, New York 10005.
The Prospectus constitutes a part of a Registration
Statement filed by Yankee Energy with the Commission under the
Securities Act of 1933, as amended (the "Securities Act"). This
Prospectus omits certain of the information contained in the
Registration Statement in accordance with the rules and
regulations of the Commission. Reference is hereby made to the
Registration Statement and related exhibits for further
information with respect to Yankee Energy and the securities
offered hereby. Statements contained herein concerning the
provisions of any document are not necessarily complete and, in
each instance, reference is made to the copy of such document
filed as an exhibit to the Registration Statement or otherwise
filed with the Commission. Each such statement is qualified in
its entirety by such reference.
3
INCORPORATION OF DOCUMENTS BY REFERENCE
There are incorporated herein, by reference, the following
documents previously filed with the Commission: (1) Yankee
Energy's Annual Report on Form 10-K for the year ended September
30, 1993; (2) its Quarterly Reports on Form 10-Q for the quarters
ended December 31, 1993, March 31, 1994 and June 30, 1994; (3)
the description of the Shares contained in the Registration
Statement on Form 10 dated April 14, 1989 filed under the 1934
Exchange Act, including any amendment or report filed for the
purpose of updating such description; and (4) the description of
the Company's Rights contained in the Company's 1934 Exchange Act
Registration Statement on December 6, 1989, filed with the
Commission pursuant to Section 12(b) of the 1934 Act, including
any amendment or report filed for the purpose of updating such
description.
In addition, all documents filed by Yankee Energy pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act
subsequent to the date of this Prospectus and prior to the filing
of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities
then remaining unsold 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. The documents described above
are hereinafter referred to as "Incorporated Documents."
Any statement contained herein or in an Incorporated
Document shall be deemed to be modified or superseded for
purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed Incorporated
Document modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this
Prospectus.
The Company hereby undertakes to provide without charge to
each person to whom a copy of this Prospectus has been delivered,
upon the written or oral request of any such person, a copy of
any or all of the Incorporated Documents, other than exhibits to
such documents (unless such exhibits are specifically
incorporated by reference therein). Requests should be directed
to the Investor Relations Department, Yankee Energy System, Inc.,
599 Research Parkway, Meriden, Connecticut 06450, telephone
number (203) 639-4000. The information relating to the Company
contained in this Prospectus does not purport to be comprehensive
and should be read together with the information contained in the
Incorporated Documents.
4
YANKEE ENERGY SYSTEM, INC.
Yankee Energy was incorporated in the State of Connecticut
in 1989 and operates primarily as a holding company. Yankee
Energy's principal operating subsidiary is Yankee Gas Services
Company, a state-regulated utility providing retail distribution
of natural gas to residential, commercial and industrial
customers in Connecticut. The Company's principal executive
offices are located at 599 Research Parkway, Meriden, Connecticut
06450 (telephone number (203) 639-4000).
USE OF PROCEEDS
At present, it is expected that Shares acquired under the
Plan will be purchased directly from Yankee Energy, not in the
open market. Yankee Energy intends to use any net proceeds from
the sale of such Shares for general corporate purposes. No
proceeds will be realized by the Company when purchases of Shares
pursuant to the Plan are made in the open market or in privately
negotiated transactions.
5
THE SHAREHOLDER INVESTMENT PLAN
The following is a complete statement of the Shareholder
Investment Plan (the "Plan").
The Plan provides eligible shareholders with a variety of
services related to their investment in Shares of Yankee Energy.
Yankee Energy hopes its shareholders will find the Plan to be a
simple, convenient and cost-effective method of purchasing Shares
and reinvesting cash dividends in additional Shares. The Plan is
administered by Mellon Securities Trust Company ("Mellon" or the
"Plan Administrator"). Participation by shareholders is entirely
voluntary.
Highlights
- - - - If you are already enrolled in the Company's previous
Dividend Reinvestment and Voluntary Cash Investment Plan,
you will automatically be enrolled for these options in the
new Plan. If you are eligible, you may enroll for any or
all of the other shareholder services offered under this new
Plan. Participation is entirely voluntary.
- - - - You will pay no brokerage commission and only a nominal
$1.50 service charge in connection with each time you
purchase Shares under the Plan.
- - - - The Plan provides you with an option for automatic
reinvestment of cash dividends on all Shares registered in
your name, whether or not such Shares are held by Mellon in
a Plan account. In addition, or alternatively, you may
purchase additional Shares through voluntary cash
investments (subject to a minimum of $100 and a maximum of
$10,000 per month). You may make such investments
occasionally or at regular intervals, as you wish.
- - - - Your family members may buy Shares directly from Yankee
Energy, or you may buy Shares in the name of a family member
as a gift. In each case, the minimum initial investment is
$500, and the maximum investment is $10,000 per month.
- - - - If you hold fewer than 100 Shares, you may, at any time,
elect to sell all (but not less than all) of your Shares
without paying any brokerage or service charge. For any
other sale of Shares under the Plan, you will incur a $5.00
administrative fee plus a brokerage commission of $.06 per
Share sold.
- - - - You may also choose to donate all or a portion of your
Shares to a charitable organization of your choice. The
charitable organization will then have the benefits of the
Plan, including the Share Sale option.
- - - - Plan Shares are automatically held by Mellon for safekeeping
at no cost to you. For your convenience, you may deposit
other Share certificates registered in your name with Mellon
to be maintained as part of your Plan account.
- - - - Statements will be mailed to you after each purchase or sale
in your account. The statements show the dividends and/or
voluntary cash investments received, the number of Shares
purchased or sold, the price, the service charge, if any,
and the total number of Shares held in the your Plan
account.
6
Administration
The Plan Administrator is not affiliated with the Company.
Yankee Energy will not exercise any direct or indirect control or
influence over the times when, or the prices at which, the Plan
Administrator may purchase or sell Shares, the amount of Shares
to be purchased, or the selection of a broker or dealer through
which purchases or sales of Shares pursuant to the Plan may be
executed.
Mellon will be the Plan Administrator and will purchase,
sell and hold Shares acquired under the Plan, keep records, send
statements of account activity to participating shareholders, and
perform other duties related to the Plan. Shareholders should
direct any questions or communications about the Plan to:
Mellon Securities Trust Company
Dividend Reinvestment Services
P.O. Box 750
Pittsburgh, Pennsylvania 15230
Shareholders can call Mellon toll fee at 1-800-288-9541
between 9 a.m. and 5 p.m. Eastern time.
Eligibility
Eligibility for the shareholder services offered under the
Plan is shown below.
Option Eligibility
Dividend All registered shareholders of 50 or
Reinvestment more Shares.
Voluntary Cash All registered shareholders and their
Investment family members.
Share Sale All registered shareholders of fewer
than 100 Shares may sell all their
Shares for no fee, whether or not such
Shares are held in a Plan account. All
registered shareholders with Plan Shares
may sell Plan Shares for a nominal fee.
Charity Donation All registered shareholders.
Share Safekeeping All registered shareholders.
7
A "family member" is defined as any member of the
shareholder's extended family, including but not limited to the
following: child, spouse, parent, sibling, grandparent,
grandchild, aunt, uncle, cousin, nephew or niece.
Enrollment Procedures
PARTICIPANTS IN YANKEE ENERGY'S PREVIOUS DIVIDEND
REINVESTMENT AND VOLUNTARY CASH INVESTMENT PLAN WILL
AUTOMATICALLY BE ENROLLED FOR THESE OPTIONS IN THE NEW PLAN.
To enroll, after being furnished with a copy of this
Prospectus, you should complete and sign an Enrollment Form,
select the option(s) you want to participate in and return it to
Mellon. If you are a current registered shareholder, you must
sign your name (or names, in the case of joint ownership) on the
Enrollment Form exactly as shown on your Share certificates. If
your Shares are registered in another name (such as a broker,
bank or trustee) and you wish to participate in the Plan
(excepting the Odd-Lot Sale feature), you must contact the
broker, bank or trustee and request that your Shares be issued in
your name in certificate form. This step will make you eligible
for the Plan as a registered Yankee Energy shareholder. Family
members of a registered shareholder of Yankee Energy Shares must
include a personal check or money order payable to Mellon
Securities Transfer Services for the minimum initial investment
of at least $500 with the completed Enrollment Form.
Participation in the Plan will begin after the properly completed
Enrollment Form has been reviewed and accepted by Mellon.
PURCHASES OF SHARES: DIVIDEND REINVESTMENT OPTION
AND VOLUNTARY CASH INVESTMENT OPTION
You may elect to have cash dividends paid on all Shares
registered in your name, whether or not such Shares are held in a
Plan account, reinvested in additional Shares (Dividend
Reinvestment Option). To enroll, you should send an Enrollment
Form to Mellon, indicating an election for the Dividend
Reinvestment Option. Once initiated, dividend reinvestment will
occur with respect to all cash dividends earned on Shares
registered to you and will continue until you elect to receive
cash dividend payments.
You also may elect to make voluntary cash investments by
personal check or money order payable to Mellon Securities Trust
Company, in U.S. dollars (Voluntary Cash Investment Option).
Voluntary cash investments must be at least $100 for any single
investment ($500 in the case of initial investments by or for a
family member who is not already a shareholder) and may not
exceed $10,000 per month. Once enrolled, there is no obligation
to make voluntary cash investments at any time, and (subject to
the applicable minimums) the amount of such investments may vary
from time to time. Voluntary cash investments must be mailed to
Mellon together with an Enrollment Form. Subsequent cash
investments must be mailed to Mellon with the Cash Investment
Form which is attached to each statement of account sent to you.
Additional Enrollment Forms and Cash Investment Forms are
available upon request from Mellon.
8
A service change of $1.50 will be charged to you for each
calendar quarter in which you participate in the Dividend
Reinvestment option, and for each month in which you make a
Voluntary Cash Investment. Yankee Energy will incur the balance
of the cost of any purchases of Shares pursuant to the Plan, as
well as all brokerage charges for the Shares purchased. The
service charge will automatically be deducted from the dividend
payment or voluntary cash investment amount and the net amount
will be used to purchase Shares. For months where you are
participating in both the Dividend Reinvestment and the Voluntary
Cash Investment options, a single service charge of $1.50 will be
deducted from the total investment amount.
Investment Dates
Investment Dates will normally be the last business day of
each month except for months in which dividends are paid, in
which case the Investment Date will be the dividend payment date.
Voluntary cash investments must be received by Mellon no later
than three business days prior to an Investment Date to be
invested with other funds received for that Investment Date.
Voluntary cash investments received by Mellon less than three
business days prior to an Investment Date will be held by Mellon
until the next Investment Date. No interest will be paid on
amounts held by Mellon pending investment. All investments of
cash deposits are subject to collection of full value in U.S.
funds for any check or money order. You may obtain a refund of
any cash deposits provided your request for refund is made in
writing and is received by the Plan Administrator at least two
business days prior to the Investment Date. Refunds will not be
made until checks or money orders have cleared.
Source and Price of Shares
The Company will direct the Plan Administrator to purchase
Shares either in the open market, through negotiated transactions
or directly from the Company from previously unissued Shares. At
present, it is expected that Shares will be purchased from the
Company. The Company will not change its determination with
respect to the source of Shares purchased for the Plan except in
compliance with applicable law, regulations or policies of the
Securities Exchange Commission. If the Shares are to be
purchased in the open market or in privately negotiated
transactions, neither the Company nor you will have the power or
authority to direct or influence the times when, or the price at
which, Shares may be purchased by the Plan Administrator, the
number of Shares to be purchased, the manner of such purchases or
the selection of the broker or dealer through which such
purchases will be made.
9
Mellon will commingle all dividends and voluntary cash
investments that it receives at least three business days prior
to the Investment Date for the purpose of executing purchases.
Sales made by Mellon under the Share Sale Option of the Plan will
not be offset against purchases made by Mellon. Shares purchased
from Yankee Energy will be credited to your Plan account at a
price per share that is the average of the high and low sales
prices of the Shares as reported on the New York Stock Exchange
Composite Tape on the Investment Date. If the Shares are not
traded on that Investment Date, the purchase price per share will
equal the average of the high and low sales prices of the Shares
as reported on the New York Stock Exchange Composite Tape on the
next business day on which the Shares are traded. Shares
purchased on the open market or in negotiated transactions will
be credited to your Plan account at the weighted average price
per share of all Shares purchased by the Plan Administrator, as
applicable, with respect to the Investment Date. Shares will be
purchased at times determined in Mellon's best judgment as funds
for a given Investment Date become available. The number of
Shares purchased for you depends on the amount of your reinvested
dividends and/or voluntary cash investments, less the $1.50
service charge, divided by the applicable purchase price per
share on the Investment Date. Your Plan account will be credited
with this number of Shares, including fractional Shares computed
to four decimal places. Shares purchased under the Plan will be
held by Mellon for you under the Share Safekeeping option of the
Plan.
SHARE SALE OPTION
You may sell Shares under certain conditions under the Plan
(Share Sale Option), as follows.
Odd-Lot Sales
If you hold fewer than 100 Shares, whether or not such
Shares are held in a Plan account, you may sell all (but not less
than all) of such Shares at any time and pay no brokerage fees or
commissions. To sell all your Shares, you must send any Share
certificates to Mellon (by registered, insured mail), along with
a completed Enrollment Form. If you cannot locate the required
Share certificates, you should call Mellon for the appropriate
forms.
10
Cash Withdrawals from the Plan
You may instruct Mellon to sell any number of whole Shares
held in your Plan account in order to make a partial cash
withdrawal. Only one partial cash withdrawal may be requested in
each calendar year. A partial withdrawal does not affect your
right to elect a complete withdrawal from the Plan at any time.
Alternatively, you may elect a complete cash withdrawal by
requesting that all whole Shares in your Plan account be sold as
of the next Investment Date. A complete cash withdrawal
automatically terminates participation in the Plan. You will be
charged a $5.00 administrative charge to process a partial or
complete cash withdrawal, as well as a brokerage commission of
$0.06 per share for any Shares sold.
All sales under the Share Sale Option will be commingled,
and the Plan Administrator will make the sale as of an Investment
Date at times determined in its best judgment. All sales orders
received in good order at least three business days before the
Investment Date will be included in the sale for that Investment
Date. Sales will be credited to your Plan account at the
weighted average price per share of all Shares sold by the Plan
Administrator with respect to an Investment Date. Checks for
proceeds will be mailed to you, net of the administrative and
brokerage charges, if any, within two weeks following the
Investment Date.
If you are enrolled in the Dividend Reinvestment option of
the Plan and you submit a share sale request for all of your Plan
Shares after a dividend record date but before the related
dividend payment date, there will be a delay in processing your
request. This request will not be processed until the Investment
Date next succeeding the dividend payment date to ensure the
total liquidation of your Plan Shares.
You will not have the authority or power to direct the date
or price at which your Shares may be sold or the manner of such
sale. Any Share Sale election must indicate the number of Shares
to be sold and not the dollar amount to be attained.
CHARITY DONATION OPTION
Yankee Energy encourages support of charitable
organizations. Stock gifts can be an important component of a
charitable organization's fund-raising program, and there may be
tax advantages to the shareholder for gifts of stock that have
appreciated in value since acquisition by the shareholder. You
may elect to donate all or a portion of your Shares to a
charitable organization of your choice (Charity Donation Option),
whether or not such Shares are held in a Plan account. To
transfer your Shares, mail to Mellon a properly completed
Enrollment Form and the Share certificates if not held in a Plan
account. If you cannot locate the required Share certificates,
you should call Mellon for the appropriate forms. The charitable
institution will then be eligible to enroll in the Plan and will
be entitled to all of the benefits of the Plan, including the
Share Sale Option. Yankee Energy will mail to you an
acknowledgment of the market value of the donated Shares on the
date of transfer for your tax records.
11
SHARE SAFEKEEPING OPTION
Plan Shares are automatically held by Mellon for safekeeping
at no charge. You may also send other Share certificates held
by you as the registered owner to Mellon for safekeeping at no
charge. All Plan Shares will be credited to a Plan account for
you, and will be maintained in the name in which the Shares are
registered at the time you enroll in the Plan. Thereafter,
Shares deposited for safekeeping will be treated in the same
manner as Shares purchased through the Plan and may be
transferred, sold or withdrawn through the Plan in the manner
described in this Prospectus.
To deposit Share certificates with Mellon, you must complete
and return to Mellon, by registered, insured mail, the Share
certificates to be deposited along with an Enrollment Form
available from Mellon. The Share certificates should not be
endorsed.
OTHER INFORMATION
Gift/Transfer of Shares Within the Program
You may transfer the ownership of all or any whole number of
Shares held under the Plan to a Plan account for another person,
whether by gift, private sale or otherwise, by mailing to Mellon
a properly completed Share Transfer form, along with an executed
Stock Power, with signature guaranteed by an eligible guarantor
institution. Such institutions generally include banks, brokers,
dealers, credit unions, savings associations and other entities
which are members in good standing of the Securities Transfer
Agent's Medallion Program. Fractional Shares will be transferred
only if you choose to transfer your entire Plan account. The
transferee will automatically be enrolled under the Share
Safekeeping option of the Plan and will receive a statement
showing the number of Shares transferred to and held in the
transferee's Plan account. Share Transfer forms and Stock Power
forms are available upon request from Mellon.
Reports to Participants
You will receive a statement after any purchase of Shares
for your Plan account showing the amount invested, the purchase
price, the number of Shares purchased, deposited, sold,
transferred or withdrawn, the total number of Shares accumulated,
any service or brokerage charges and other information. The
statement will consolidate all Shares registered in your name,
whether or not such Shares are held in your Plan account. You
should retain these statements in order to establish the cost
basis of Shares purchased under the Plan for income tax and other
purposes. Duplicate statements will be available from Mellon.
12
All notices, statements and reports from Mellon will be
addressed to your latest address of record. PROMPTLY NOTIFY
MELLON OF ANY CHANGE IN YOUR ADDRESS.
Proxies
If proxy materials are to be sent to you in connection with
any annual or special meeting of shareholders, you will receive a
single proxy card covering those Shares credited to your Plan
account and any other Shares registered in your name that are not
Plan Shares. If the proxy card is returned properly signed and
marked for voting, all of the Shares will be voted as marked.
Stock Split, Stock Dividends or Rights
Should Yankee Energy declare a stock split or pay any
dividends in Shares, all Plan Shares will be eligible. Dividend
or split Shares distributed by the Company on Shares held by
Mellon for Plan accounts will be added to the Plan accounts.
Dividend or split Shares distributed on all Shares not held in a
Plan account will be mailed directly to you in the same manner as
to shareholders who are not participating in the Plan.
Should Yankee Energy make available to holders of Shares any
rights to purchase or receive securities other than Shares, the
Plan Administrator will sell such rights accruing to Plan Shares
and invest the resulting funds in Shares, which will be credited
to your Plan account. If you wish to exercise such rights, you
should request that the Plan Administrator issue Share
certificates to you so the rights to purchase or receive
additional Shares will accrue to those certificates.
Withdrawal of Shares
Share certificates may be obtained for all or some of the
whole Shares held in a Plan account by giving written
instructions to Mellon. Withdrawal of Shares in the form of a
Share certificate in no way affects your dividend reinvestment
election. Upon full withdrawal of shares from the Plan, you will
receive a Share certificate for the whole Shares held in their
Plan account, together with a check for the cash value (as of the
next Investment Date after receipt of the withdrawal notice) of
any fractional Shares held in the account. Certificates for
fractional Shares will not be issued under any circumstances.
13
Change or Termination of the Plan
The Company reserves the right to suspend, modify or
terminate the Plan at any time in whole, in part, or in respect
of shareholders in one or more jurisdictions, without prior
notice.
Company and Plan Administrator Responsibilities
Neither the Company nor the Plan Administrator (nor any of
their respective agents, representatives, employees, officers,
directors or subcontractors) will be liable in administering the
Plan for any act done in good faith nor for any good faith
omission to act, including, without limitation, any claim of
liability arising out of failure to terminate a participant's
account upon death or with respect to the prices at which Shares
are purchased or sold for Plan accounts, the times when purchases
or sales are made, or with respect to any fluctuation in market
value of the Shares. You must recognize that the Company cannot
assure a profit or protect against a loss on the Shares purchased
or sold under the Plan, and that the Company cannot assure that
it will continue to pay dividends on the Shares in the future.
In the event that applicable law or the closing of
securities markets requires the temporary curtailment or
suspension of purchases or sales of Shares under the Plan, Mellon
shall not be accountable for its inability to make purchases or
sales at such times. If such curtailment or suspension continues
for a period longer than 90 days, Mellon will promptly mail to
you a check in the amount of any unapplied funds in your Plan
account.
TAX CONSEQUENCES OF PARTICIPATION
Yankee Energy believes the following is an accurate summary
of the federal income tax consequences of participation in the
Plan as of the date of this Prospectus. This summary may not
reflect every possible situation that could result from your
participation in the Plan, and may be affected by future
legislation, IRS rulings and regulations or court decisions. In
addition, the rules discussed below may not be applicable to
certain participants in the Plan, such as tax exempt entities
(e.g., pension funds and IRAs). You are advised to consult your
tax or financial advisor with respect to federal, state, local
and other tax laws that apply to your participation in the Plan
and the subsequent disposal of any Shares you purchase pursuant
to the Plan.
14
Cash dividends paid to individuals, including those
generated by Shares held in the Plan, generally are subject to
taxation in the year paid. For federal income tax purposes,
there is no distinction between a dividend paid in cash and a
dividend reinvested according to your instructions. Shares
purchased with voluntary cash investments will not cause you to
realize taxable income at the time of the purchase. In either
case, the brokerage commissions and fees paid by Yankee Energy on
your behalf, if any, are treated as income for U.S. income tax
purposes.
The price for Shares purchased under the Plan, shown in each
December transaction statement, plus brokerage commissions and
fees, shown on the Form 1099-DIV sent at year end, together are
considered the cost basis for any Shares purchased. You should
retain this information, which will be needed by you when the
Shares are sold.
In the case of foreign shareholders whose dividends are
subject to U.S. withholding tax or other participants whose
dividends are subject to backup withholding, the amount of tax to
be withheld will be deducted from the amount of dividends and
only the reduced amount will be reinvested by Mellon in Shares.
You are responsible for filing any documentation required to
obtain any reduction in the required withholding tax.
The sale of Shares under the Plan is a taxable transaction
for federal tax purposes and may also be taxable under state and
local laws. You may realize a taxable gain or loss on the sale
of Shares under the Plan and, in the case of a fractional Share,
when you receive a cash payment for a fraction of a Share held in
your Plan account upon termination of your participation in or
the termination of the Plan. The amount of such gain or loss
will be the difference between the amount that you receive for
the Shares or fractional Share and the tax basis thereof.
There is no recognizable event for federal income tax
purposes if you request that certificates representing your Plan
Shares be issued to you, whether pursuant to "Withdrawal of
Shares" hereunder or upon your withdrawal from participation in
or termination of the Plan.
In the case of Shares held by an individual as a long-term
capital asset that are donated to a charitable organization, if
you itemize deductions, in most cases you will be able to claim a
tax deduction for the market value of the contributions, subject
to certain limitations based on such matters as the amount of
your adjusted gross income and whether the designated charitable
organization is a private foundation. Yankee Energy will mail to
you an acknowledgment of the market value of the Shares donated
under the Charity Donation Option. In addition, the Company will
work with the charitable organization to provide you with the
requisite information to satisfy IRS substantiation rules.
15
LEGAL OPINIONS
Legal matters concerning the Plan and the legality of the
Shares offered hereby have been passed upon for the Company by
Shipman & Goodwin, Hartford, Connecticut counsel for the Company.
EXPERTS
The consolidated financial statements and schedules
incorporated by reference in this prospectus and elsewhere in the
Registration Statement have been audited by Arthur Andersen LLP,
independent auditors, as indicated in their reports with respect
thereto, and are included herein in reliance upon the authority
of said firm as experts in giving said reports.
INDEMNIFICATION
Section 33-320a of the Stock Corporation Act of Connecticut
("Section 33-320a") requires the Company, in certain
circumstances and subject to certain limitations therein set
forth, to indemnify each of its directors and officers, among
others, made a party to any threatened, pending or completed
legal proceeding by reason of his or her being or having been
such a director or officer, against expenses, including
attorneys' fees, incurred by him or her, and, in addition in the
case of any such proceeding other than one by or in the right of
the Company, against judgments, fines and penalties incurred, and
settlement amounts paid, by him or her in connection with such
proceeding. Article VI of the Bylaws of the Company provides for
indemnification of directors and officers, among others, to the
fullest extent now or hereafter permitted by law. The rights and
remedies provided in Section 33-320a are exclusive, so Article VI
of the Bylaws of the Company does not at present add to the
indemnification rights of directors and officers. Section 33-
320a authorizes the Company to procure insurance providing
greater indemnification than that authorized by Section 33-320a.
The Company has purchased insurance policies which insure
directors and officers of the Company and of certain of its
subsidiaries against certain liabilities which might be incurred
by them in such capacities and which insure the Company for
amounts which may be paid by it to indemnify the directors and
officers covered by the policies.
16
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or
persons controlling the Company pursuant to the foregoing
provisions, the Company has been informed 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.
17
SHAREHOLDER INVESTMENT PLAN
PROSPECTUS
_________, 1994
TABLE OF CONTENTS
Page
Available Information 3
Incorporation of Documents by Reference 4
Yankee Energy System, Inc. 4
Use of Proceeds 5
Shareholder Investment Plan 6
Highlights 6
Administration 7
Eligibility 7
Enrollment Procedures 8
Purchases of Shares: Dividend Reinvestment Option 8
and Voluntary Cash Investment Option
Investment Dates 9
Source and Price of Shares 9
Share Sale Option 10
Charity Donation Option 11
Share Safekeeping Option 12
Other Information 12
Gift/Transfer of Shares Within the Program 12
Reports to Participants 12
Proxies 13
Stock Split, Stock Dividends or Rights 13
Withdrawal of Shares 13
Change or Termination of the Plan 14
Tax Consequences of Participation 14
Legal Opinions 16
Experts 16
No dealer, salesperson or 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
and, if given or made, such information or representations must
not be relied upon as having been authorized by Yankee Energy or
any dealer or agent. 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
Yankee Energy since the date hereof. This Prospectus does not
constitute an offer to sell or a solicitation of an offer to buy
securities by anyone in any jurisdiction 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 any person
to whom it is unlawful to make such offer or solicitation.
18
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14 Other Expenses of Issuance and Distribution
The following table sets forth the estimated expenses
payable by the Registrant with respect to the offering described
in this Registration Statement:
Securities and Exchange Commission
Registration Fee .......................... $ 9,311
Fees and Expenses of Plan
Administrator.............................. 30,000*
Expenses of Printing and Distribution of
Prospectus and Miscellaneous Material...... 8,000*
Legal Fees and Expenses.................... 15,000*
Blue Sky Fees and Expenses (including legal
fees)...................................... 10,000*
Miscellaneous Fees and Expenses............ 1,000*
TOTAL $ 73,311
___________
*estimated
ITEM 15 Indemnification of Directors and Officers
Section 33-320a of the Stock Corporation Act of Connecticut
("Section 33-320a") requires the Company, in certain
circumstances and subject to certain limitations therein set
forth, to indemnify each of its directors and officers, among
others, made a party to any threatened, pending or completed
legal proceeding by reason of his or her being or having been
such a director or officer, against expenses, including
attorneys' fees, incurred by him or her, and, in addition in the
case of any such proceeding other than one by or in the right of
the Company, against judgments, fines and penalties incurred, and
settlement amounts paid, by him or her in connection with such
proceeding. Article VI of the Bylaws of the Company provides for
indemnification of directors and officers, among others, to the
fullest extent now or hereafter permitted by law. The rights and
remedies provided in Section 33-320a are exclusive, so Article VI
of the Bylaws of the Company does not at present add to the
indemnification rights of directors and officers.
II-1
Section 33-320a authorizes the Company to procure insurance
providing greater indemnification than that authorized by Section
33-320a. The Company has purchased insurance policies which
insure directors and officers of the Company and of certain of
its subsidiaries against certain liabilities which might be
incurred by them in such capacities and which insure the Company
for amounts which may be paid by it to indemnify the directors
and officers covered by the policies.
Item 16. Exhibits
The following exhibits are filed as part of this
Registration Statement or incorporated by reference herein:
Exhibit Number Description of Exhibits
4.1 Restated Certificate of Incorporation of the
Company (filed as an Exhibit in the Company's
Registration Statement on Form 10 dated April
14, 1989 ("Form 10").
4.2 Amended Bylaws of the Company (filed in Form
10)
4.3 Rights Agreement dated as of November 20,
1989, between the Company and Rights Agent
named therein, as amended (filed in the
Company's Registration Statement on Form 8,
dated December 7, 1989), as amended by
Amendment No. 1 dated as of May 10, 1990
(filed in the Company's Form 8, dated May 30,
1990), as further amended by Amendment No. 2
dated as of January 23, 1991 (filed in the
Company's Form 8, dated January 31, 1991).
5 Opinion of Shipman & Goodwin*
23.1 Consent of Independent Accountants, Arthur
Andersen & Co.*
23.2 Consent of Shipman & Goodwin (included in
Exhibit 5)*
24 Power of Attorney (included in Page II-5 of
this Registration Statement).*
_________
* Filed herewith
II-2
Item 17. Undertakings
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement to include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
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 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.
The undersigned Registrant hereby undertakes to deliver or
cause to be delivered with the prospectus, to each person to whom
the prospectus is sent or given, the latest annual report, to
security holders that is incorporated by reference in the
prospectus and furnished pursuant to and meeting the requirements
of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be
presented by Article 3 of Regulation S-X is not set forth in the
prospectus, to deliver, or cause to be delivered to each person
to whom the prospectus is sent or given, the latest quarterly
report that is specifically incorporated by reference in the
prospectus to provide such interim financial information.
Insofar as indemnification of liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the Registrant pursuant to the
foregoing provisions, 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
II-3
paid by a director, officer or controlling persons 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.
II-4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
as amended, 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 Meriden and State of
Connecticut on the 4rd day of November, 1994.
YANKEE ENERGY SYSTEM, INC.
BY /s/ PHILIP T. ASHTON
Philip T. Ashton
Chairman and Chief Executive Officer
POWER OF ATTORNEY
Each director and/or officer of the Registrant whose
signature appears below hereby appoints Michael E. Bielonko,
Charles E. Gooley and Mary J. Healey, and each of them severally,
as his or her attorney-in-fact to sign in his or her name and
behalf, in any and all capacities stated below and to file with
the Commission, any and all amendments, including post-effective
amendments, to this Registration Statement.
Pursuant to the requirements of the Securities Act of 1933,
as amended, this Registration Statement has been signed below by
the following persons in the capacities and on the date
indicated.
Signature Title Date
/s/ PHILIP T. ASHTON Chairman, and Chief November 4,1994
Philip T. Ashton Executive Officer
(Principal Executive Officer)
/s/ MICHAEL E. BIELONKO Vice President,
Treasurer and November 4,1994
Michael E. Bielonko Chief Financial Officer
(Principal Financial Officer)
/s/ NICHOLAS A. RINALDI Controller November 4,1994
Nicholas A. Rinaldi (Principal Accounting Officer)
II-5
_________________ Director November 4,1994
John K. Armstrong
/s/ EILEEN S. KRAUS Director November 4,1994
Eileen S. Kraus
/s/ FREDERICK M. LOWTHER Director November 4,1994
Frederick M. Lowther
/s/ THOMAS H. O'BRIEN Director November 4,1994
Thomas H. O'Brien
/s/ LEONARD A. O'CONNOR Director November 4,1994
Leonard A. O'Connor
/s/ EMERY G. OLCOTT Director November 4,1994
Emery G. Olcott
/s/ NICHOLAS L. TRIVISONNO Director November 4,1994
Nicholas L. Trivisonno
II-6
EXHIBIT INDEX
Exhibit Number Description of Exhibits Sequentially
Numbered Page
5 Opinion of Shipman & Goodwin
23.1 Consent of Independent Accountants,
Arthur Andersen LLP
23.2 Consent of Shipman & Goodwin
(included in Exhibit 5)
24 Power of Attorney (included in Page II-5
of this Registration Statement).
EXHIBIT 5
November 4, 1994
Yankee Energy System, Inc.
599 Research Parkway
Meriden, CT 06450-1030
Ladies and Gentlemen:
In connection with the proposed issuance by Yankee Energy
System, Inc. (the "Company") of up to 1,200,000 shares of its
authorized but unissued Common Stock, par value $5.00 per share
(the "Shares"), pursuant to the Dividend Reinvestment and
Voluntary Cash Investment features of the Company's Shareholder
Investment Plan, we have examined, as counsel to the Company, the
Registration Statement on Form S-3 (and the prospectus included
therein), as amended, filed under the Securities Act of 1933 (the
"Securities Act") and such other documents as we have deemed
necessary or appropriate in order to express the opinion set
forth below.
In connection with our opinion hereinafter given, we have
examined and relied upon originals, or copies, certified or
otherwise, identified to our satisfaction, of such agreements,
documents, certificates and other statements of government
officials, corporate officers and representatives and other
documents as we have deemed relevant and necessary as a basis for
such opinion. In such examination, we have assumed the
genuineness of all signatures and the authenticity of all
documents submitted to us as originals and the conformity with
the original documents of documents submitted to us as copies.
Based upon the foregoing, we are of the opinion that when
(i) the Registration Statement shall have become effective, and
(ii) the Shares shall have been issued and delivered against
payment therefor as contemplated in the Registration Statement,
the Shares will be legally and validly issued, fully paid and
non-assessable.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement and to the use of our name
under the heading "Legal Matters" in the prospectus included in
the Registration Statement. In giving this consent, we do not
thereby admit that we come within the category of persons whose
consent is required under Section 7 of the Securities Act or the
rules and regulations of the Securities and Exchange Commission.
Very truly yours,
Shipman & Goodwin
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
use of our reports and to all references to our firm included in
this Registration Statement.
ARTHUR ANDERSEN LLP
Hartford, Connecticut
November 3, 1994