REGISTRATION NO. 333-78917
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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FALL RIVER GAS COMPANY
(Exact Name of Registrant as Specified in its Charter)
MASSACHUSETTS 4924 04-1298780
(State or other jurisdiction (Primary standard industrial (I.R.S. employer
of incorporation or classification code number) identification no.)
organization)
155 NORTH MAIN STREET, FALL RIVER, MASSACHUSETTS 02722-0911, (508) 675-7811
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
SECRETARY
155 NORTH MAIN STREET, FALL RIVER, MASSACHUSETTS 02722-0911, (508) 675-7811
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
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With Copies To:
ERIC J. KRATHWOHL, ESQ.
Rich, May, Bilodeau & Flaherty, P.C.
176 Federal Street
Boston, Massachusetts 02110
(617) 482-1360
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Pursuant to Registrant's undertaking in paragraph (1)(ii) of Item 17 of
this Registration Statement (No. 333-78917), Registrant hereby amends this
Registration Statement effective September 1, 2000 to suspend Registrant's Share
Owner Dividend Reinvestment and Stock Purchase Plan (the "Plan"). Any dividend
payable as of the date of
suspension of the Plan or thereafter shall be paid by Registrant in cash and no
additional cash purchases of Registrant's Common Stock under the Plan will be
allowed following the suspension of the Plan.
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August , 2000
Dear Shareholder:
As you know, the Company has been pleased to offer its shareholders a Share
Owner Dividend Reinvestment and Stock Purchase Plan (the "Plan") whereby holders
of record of common stock of the Company are provided with a simple and
convenient method of investing cash dividends and/or optional cash payments in
additional shares of common stock of the Company. This Plan has proven to be
quite popular with shareholders, and we sincerely appreciate your participation.
The anticipated close of the Company's merger with Southern Union Company is
currently scheduled for mid September 2000. Due to the proximity of the dates of
the anticipated merger and the additional cash purchases under the Plan for
September 2000, the Company's Board of Directors has suspended the Plan
effective September 1, 2000. All dividends payable after suspension of the Plan
shall be paid in cash and NO ADDITIONAL CASH PURCHASES OF COMMON STOCK OF THE
COMPANY UNDER THE PLAN WILL BE ALLOWED FOLLOWING SUSPENSION OF THE PLAN.
Please feel free to direct any questions that you might have about this matter,
or comments, to Peter H. Thanas, Senior Vice President and Treasurer at the
Company at (508) 689-1142.
Thank you for your continuing interest in the Fall River Gas Company.
Sincerely,
/S/ PETER H. THANAS
- ------------------------------------
Peter H. Thanas
Senior Vice President and Treasurer
Fall River Gas Company
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Post-Effective Amendment No. 1 to the Form S-3 registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Fall River, Commonwealth of Massachusetts, on the
17th day of August, 2000.
FALL RIVER GAS COMPANY
BY: /s/ Bradford J. Faxon
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Bradford J. Faxon
President
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to the Form S-3 Registration Statement has been
signed below by the following persons in the capacities stated below on the
17th day of August, 2000.
(i) Principal Executive Officer
/s/ Bradford J. Faxon
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Bradford J. Faxon President and Director
(ii) Principal Financial Officer and
Principal Accounting Officer
/s/ Peter H. Thanas
- ----------------------------
Peter H. Thanas Senior Vice President and Treasurer
(iii) Directors
- ---------------------------- Director
Cindy L.J. Audette
/s/ Thomas K. Barry
- ---------------------------- Director
Thomas K. Barry
- ---------------------------- Director
Thomas H. Bilodeau
/s/ Bradford J. Faxon
- ---------------------------- Director
Bradford J. Faxon
/s/ Raymond H. Faxon
- ---------------------------- Director
Raymond H. Faxon
/s/ Ronald J. Ferris
- ---------------------------- Director
Ronald J. Ferris
/s/ Jack R. McCormick
- ---------------------------- Director
Jack R. McCormick
/s/ Gilbert C. Oliveira, Jr.
- ---------------------------- Director
Gilbert C. Oliveira, Jr.
/s/ Donald R. Patnode
- ---------------------------- Director
Donald R. Patnode